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EX-10.1 - EX-10.1 - SCIENTIFIC GAMES CORPa09-32244_1ex10d1.htm

Exhibit 99.1

 

Scientific Games Announces Third Quarter 2009 Results

Net Income per Diluted Share of $0.16

Adjusted Net Income per Diluted Share of $0.24

Adjusted EBITDA of $81.7 million

Free Cash Flow of $21.6 million

Company Announces CEO Succession Plan

 

Key Highlights:

 

— $6.9 million of third quarter Profitability Improvement Program savings; $18.2 million year-to-date

— Third quarter free cash flow of $21.6 million; $95.9 million year-to-date

— Bid submitted for new Italian instant lottery ticket concession

— New instant lottery ticket contracts in Arkansas, Vermont and Baden-Wurttemberg, Germany and an instant lottery ticket contract extension in Indiana

— New lottery services contract in Indiana and agreement with Israel Sports Betting Board for terminals and services

— Start-up of Global Draw terminal contract with Camarero Group in Puerto Rico

 

Key Organizational Changes:

 

Joseph R. Wright to retire as CEO at end of 2009; will continue to serve on Board

— Michael R. Chambrello to become CEO and join Board

— David L. Kennedy to join Board as Vice Chairman

 

NEW YORK, October 26, 2009 — Scientific Games Corporation (NASDAQ: SGMS) today reported third quarter 2009 results.

 

Summary Financial Results:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

239,146

 

$

291,935

 

$

694,864

 

$

854,911

 

Adjusted EBITDA

 

$

81,702

 

$

96,837

 

$

237,612

 

$

290,742

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

15,106

 

$

22,166

 

$

10,262

 

$

64,583

 

Diluted EPS

 

$

0.16

 

$

0.23

 

$

0.11

 

$

0.68

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

$

22,403

 

$

30,617

 

$

67,698

 

$

96,919

 

Adjusted EPS

 

$

0.24

 

$

0.32

 

$

0.72

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

Total Capital Expenditures

 

$

23,926

 

$

48,757

 

$

80,045

 

$

163,924

 

Free Cash Flow

 

$

21,555

 

$

(15,568

)

$

95,949

 

$

(18,327

)

 

Consolidated Financial Results:

 

The decline in revenue in the third quarter of 2009 to $239.1 million from $291.9 million a year earlier was primarily the result of the shift in China instant tickets sales to the Company’s joint venture ($12.8 million), previously announced revised lottery contract terms ($11.9 million) and the negative impact of foreign exchange rates ($10.0 million).  Otherwise, service revenue in the Company’s Printed Products and Lottery Systems Groups remained surprisingly resilient despite the difficult economic environment; domestic instant ticket retail sales declined only modestly and online lottery customers in the U.S. benefited from higher jackpots. Global Draw’s revenue exhibited solid growth on a constant currency basis from an increase in the installed base of terminals.  In general, we believe that our core lottery and server-based gaming businesses continue to outperform other segments of the gaming industry and the broader consumer products sector.

 

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The Company’s non-GAAP gross margin widened by two percentage points year-over-year to 42% in the third quarter of 2009, driven primarily by the launch of instant ticket production in China and cost improvements from the previously announced Profitability Improvement Program.

 

The decline in adjusted EBITDA in the third quarter of 2009 to $81.7 million from $96.8 million in the third quarter of 2008 mirrors the decline in revenue and non-GAAP gross margin mentioned above, offset to some extent by selling, general and administrative savings.  Importantly, third quarter 2009 adjusted EBITDA margin improved to 34% from 33% a year earlier, suggesting that the Company is positioned to benefit from a potential upturn in the economy.  Third quarter 2009 operating income and operating income margin were $30.0 million and 13%, respectively, compared to $38.8 million and 13% during the comparable period in 2008.

 

Net income in the third quarter of 2009 was $15.1 million, or $0.16 per diluted share, compared to $22.2 million, or $0.23 per diluted share, in the third quarter of 2008.  Net income in the third quarter of 2009 was impacted by higher interest expense related to the 9.25% Senior Subordinated Notes that were issued in May 2009, partially offset by lower non-cash deferred financing fees, APB 14-1 synthetic interest expense and lower depreciation expense. Non-GAAP adjusted net income for the third quarter of 2009 was $22.4 million, or $0.24 per diluted share, compared to $30.6 million and $0.32, respectively, in the third quarter of 2008.

 

Third quarter 2009 free cash flow improved to $21.6 million from negative $15.6 million in the third quarter of 2008.  The $37.2 million improvement in free cash flow was driven primarily by improved working capital management and more stringent criteria for capital expenditure allocation.

 

Revenue and non-GAAP gross margin for the nine months ended September 30, 2009 were $694.9 million and 41%, respectively, compared to $854.9 million and 41% during the same period in 2008.  Adjusted EBITDA for the first nine months of 2009 declined to $237.6 million from $290.7 million in the 2008 period, while adjusted EBITDA margin was 34% in both periods.  Operating income and operating income margin for the first nine months of 2009 were $69.4 million and 10%, respectively, compared to $103.8 million and 12% during the comparable period in 2008.  Net income for the nine months ended September 30, 2009 was $10.3 million, or $0.11 per diluted share, compared to $64.6 million, or $0.68 per diluted share, in the comparable period in 2008.  Adjusted net income for the nine months ended September 30, 2009 was $67.7 million, or $0.72 per diluted share, compared to $96.9 million, or $1.02 per diluted share, in the comparable period in 2008.  Most importantly, there was positive free cash flow of $95.9 million in the first nine months of 2009 compared to negative cash flow of $18.3 million in the comparable period in 2008.

 

Joe Wright, Chief Executive Officer, stated “When you consider the extraordinarily difficult economic environment, particularly for the gaming industry and the broader consumer products sector, our cost savings, growth in margins and turnaround in free cash flow are very significant achievements. We continue to weather a severe worldwide economic downturn and believe we have positioned ourselves strongly to exploit important emerging growth opportunities.”

 

Profitability Improvement Program Update

 

The Profitability Improvement Program initiated in the fall of 2008 has yielded cost savings of $18.2 million in 2009 to date putting the Company well on track to meet its stated goal of $15 to $20 million for the full year.  As part of the program, the Company recently launched a global procurement initiative intended to leverage its worldwide purchasing power, outsource where appropriate and encourage a competitive bidding process for certain goods and services.  The Company anticipates that additional cost savings of $10 to $20 million on a run rate basis could result from this program beginning in 2010.

 

Italy Instant Lottery Ticket Update

 

On October 12, 2009, the members of Consorzio Lotterie Nazionali (“CLN”), a consortium currently holding the Gratta e Vinci instant ticket lottery concession and consisting primarily of the Company, Lottomatica S.p.A and the Federation of Italian Tobacconists, tendered for a new concession to operate the Gratta e Vinci instant ticket lottery upon the termination of CLN’s current concession.  A maximum of four concessions can be granted by the terms of the tender.  In the event that a single concession is granted to the members of

 

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CLN, our bidding entity will be responsible for an upfront fee of €800 million, of which 65% will be due in November 2009 and 35% will be due in November 2010.  The Company’s share of the fee would be approximately €160 million assuming a 20% ownership in the bidding entity. The concession, anticipated to begin in June 2010, will have an initial term of nine years (subject to a performance evaluation during the fifth year) and may be extended by the Monopoli di Stato for an additional nine years.  Pricing for the new concession is set at 11.9% of retail sales, inclusive of retailer commissions of 8.0%, compared to the current tiered pricing structure, which averaged 12.1% of retail sales in the second quarter of 2009 inclusive of retailer commissions of 8.0% and a value-added tax (“VAT”).  The new rate is exclusive of VAT; however VAT will be charged at a rate of 20% of the operating expenses of the concessionaire.

 

Printed Products Group

 

A significant portion of the decline in Printed Products Group revenue to $120.8 million in the third quarter 2009 from $154.6 million in the third quarter of 2008 was attributable to the shift in instant lottery ticket sales in China to our joint venture, a decline in our licensed properties division ($6.2 million) and revised contract terms ($5.4 million), partially offset by increased year-over-year instant ticket sales in Italy and the U.K.  Despite lower year-over-year sales, which would normally be expected to negatively impact unit manufacturing costs, Printed Products Group non-GAAP gross profit margin improved from 38% in the third quarter of 2008 to 40% in the third quarter of 2009, driven by the launch of instant ticket production in China and savings related to the Profitability Improvement Program ($2.7 million), partially offset by the impact of revised contract terms.

 

Notably, Printed Products Group adjusted EBITDA declined less than revenue on a percentage basis to $38.3 million in the third quarter of 2009 from $45.3 million in the third quarter of 2008 due to margin improvements and Profitability Improvement Program savings ($0.9 million).  Third quarter 2009 Printed Products Group operating income and operating income margin were $28.7 million and 24%, respectively, compared to $35.1 million and 23% during the comparable period in 2008.

 

During the quarter, the Company successfully launched an instant ticket cooperative services operation for the start-up of the Arkansas Scholarship Lottery, and was awarded a contract as the primary instant ticket vendor in Vermont. Internationally, the Company was awarded an instant lottery ticket and related services contract by Staatliche Toto-Lotto GmbH Baden-Wurttemberg in Germany, which became the Company’s sixth cooperative services customer in Germany.

 

Lottery Systems Group

 

Despite the decline in third quarter 2009 revenue to $65.5 million from $77.4 million in the third quarter of 2008, driven largely by revised contract terms ($6.4 million) and the termination of online lottery contracts in South Carolina, South Dakota and West Virginia ($3.5 million), Lottery Systems Group non-GAAP gross margin improved to 47% in the third quarter of 2009 from 43% in the third quarter of 2008, reflecting higher margins on product sales and the impact of the Profitability Improvement Program ($1.7 million).  In addition, there was a one-time benefit realized from our earlier-than-anticipated exit from our contract in Mexico and benefits from an insurance settlement that positively impacted Lottery Systems Group non-GAAP gross margin during the quarter.

 

Lottery Systems Group adjusted EBITDA decreased to $21.0 million in the third quarter of 2009 from $27.2 million in the third quarter of 2008 and benefitted from selling, general and administrative savings related to the Profitability Improvement Program ($1.0 million).  Third quarter 2009 Lottery Systems Group operating income and operating income margin improved to $11.4 million and 17%, respectively, from $11.0 million and 14% during the comparable period in 2008.

 

In August, the Hoosier Lottery in Indiana awarded the Company a new six-year online lottery systems contract and, in connection with this award, the Company received a one-year extension to its instant ticket contract.  During the quarter, the Company also entered into an agreement with the Israel Sports Betting Board for the delivery of new online lottery terminals including maintenance and other services.

 

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Diversified Gaming Group

 

Diversified Gaming Group revenue declined to $52.9 million in the third quarter of 2009 from $59.9 million in the third quarter of 2008 primarily due to the negative impact of foreign exchange rates ($4.1 million) and lower terminal and content sales.  The decline was partially offset by service revenue growth in the Company’s Global Draw and Games Media divisions on a constant currency basis ($3.3 million). Diversified Gaming Group non-GAAP gross margin declined to 40% in the third quarter of 2009 from 42% in the third quarter of 2008, primarily due to a one-time, high margin content sale in the third quarter of 2008.

 

The decline in Diversified Gaming Group adjusted EBITDA to $16.1 million in the third quarter of 2009 from $20.2 million in the third quarter of 2008 was attributable to the above-mentioned factors affecting revenue and non-GAAP gross margin.  Third quarter 2009 Diversified Games Group operating income and operating income margin were $3.3 million and 6%, respectively, compared to $8.3 million and 14% in the third quarter of 2008.

 

In the third quarter of 2009, Global Draw’s equipment base grew by 1,118 terminals to a total of 17,075, with 300 terminals installed in Ladbrokes in the U.K. and 300 terminals installed in OTB shops in Puerto Rico.

 

Games Media’s installed terminal base grew to 2,323 in the third quarter of 2009 at almost 1,000 pubs.

 

“Global Draw’s proven success in the U.K. and Mexico has been instrumental in establishing a significant pipeline of new international opportunities.  For instance, Global Draw has installed 530 terminals in 111 of Camarero’s OTBs to date, with an opportunity to greatly expand the number of terminals,” commented Mike Chambrello, President and Chief Operating Officer of the Company.  “As a result of Global Draw’s year-to-date contract awards and the growing pipeline of opportunities, we expect our Global Draw business to be a significant driver of growth for the Company going forward.”

 

Liquidity and Capital Resources

 

Free cash flow in the third quarter of 2009 was $21.6 million compared to negative cash flow of $15.6 million in the third quarter of 2008, reflecting lower working capital requirements and capital expenditures, the latter having declined from $48.8 million in the third quarter of 2008 to $23.9 million in the third quarter of 2009.  For the first nine months of 2009, free cash flow and total capital expenditures were $95.9 million and $80.0 million, respectively, compared to negative $18.3 million and $163.9 million during the comparable period in 2008.

 

During the third quarter of 2009, under the previously announced debt repurchase programs, the Company repurchased $43.0 million in aggregate principal amount of its 0.75% Convertible Senior Subordinated Debentures due 2024 (the “Convertible Debentures”).  The Company has repurchased $174.6 million of its outstanding Convertible Debentures during 2009, leaving a balance of $99.0 million outstanding.

 

At September 30, 2009, the Company had cash and cash equivalents of $213.1 million and availability of $201.4 million under its revolving credit facility, after outstanding letters of credit, for a total of $414.5 million of available liquidity.  As of September 30, 2009, the Company had net indebtedness of $1,115.1 million, compared to $1,098.8 million as of December 31, 2008.

 

Key Organizational Changes

 

The Company today announced that Mike Chambrello, currently President and Chief Operating Officer, will succeed Joe Wright as President and Chief Executive Officer beginning in 2010.  Mr. Wright, who plans to retire as Chief Executive Officer at the end of 2009, will continue to serve as a director of the Company.  Also, effective today, Mr. Chambrello has joined the Company’s Board of Directors along with David L. Kennedy, who will serve as the newly appointed Vice Chairman.

 

The Company also announced the creation of a new Office of the Chairman, which will provide strategic guidance and oversight to the Company.  The four-person Office of the Chairman, which will report to the Board, will be comprised of A. Lorne Weil, who will continue to serve as Chairman of the Board, Mr. Chambrello, Mr. Kennedy and Jeffrey S. Lipkin, the Company’s Chief Financial Officer.

 

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Mr. Kennedy is currently Senior Executive Vice President of MacAndrews & Forbes Holdings Inc. and Vice Chairman of Revlon, Inc.  Mr. Kennedy served as the President and Chief Executive Officer of Revlon from September 2006 through May 2009 and has held various senior management and senior financial positions with Revlon and The Coca-Cola Company during his 36-year business career.

 

Mr. Wright stated: “I took on the job of Chief Executive Officer at Scientific Games with a specific purpose.  My goal was to work with the management team to increase operating margins, reduce capital and operating expenditures and increase free cash flow.  We have accomplished these goals much quicker than I expected and I believe the Company is well positioned for profitable growth.”

 

“Joe Wright has done an impressive job in leading the Company through a difficult economic environment and we believe that he has set the stage for future growth,” stated Mr. Weil.  “It’s time to pass the torch to Mike Chambrello, who has been running the day-to-day operations for many years and has been instrumental in our international growth efforts, particularly in China and Italy.  Mike has a deep knowledge of Scientific Games and the industry and we believe that he will continue to provide the Company with outstanding leadership in his new role.  We are also excited to add a talented, experienced executive like David Kennedy to our Board.”

 

“I look forward to continuing to work with the Board and the management team in my new capacity as we continue to strengthen the Company’s core franchise, expand our global product and service offerings and enhance shareholder value,” stated Mr. Chambrello.  “I expect to work closely with the other members of the Office of the Chairman to capitalize on growth opportunities around the world.”

 

Convertible Debentures

 

A market price event did not occur for the quarter ended September 30, 2009 and, accordingly, the Convertible Debentures are not convertible during the current quarter ending December 31, 2009.  During the third quarter of 2009, the average price of the Company’s common stock was lower than the conversion price of the Convertible Debentures.  Therefore, no shares related to the Convertible Debentures were included in the Company’s weighted-average diluted common shares outstanding for the nine months ended September 30, 2009.

 

Conference Call Details

 

We invite you to join our conference call on October 26, 2009 at 5:00 p.m. Eastern Daylight Time.  To access the call live via webcast, please visit www.scientificgames.com and click on the webcast link under the Investor Information tab.  To access the call by telephone, please dial (866) 831-6162 (US and Canada) or (617) 213-8852 (International) 15 minutes before the start of the call.  The Conference ID# is 32481645.  The call will be archived for replay on the Company’s website for 30 days.

 

About Scientific Games

 

Scientific Games Corporation is the leading integrated supplier of instant tickets, systems and services to lotteries worldwide, a leading supplier of server-based gaming machines and systems, Amusement and Skill with Prize betting terminals, interactive sports betting terminals and systems, and wagering systems and services to pari-mutuel operators. It is also a licensed pari-mutuel gaming operator in Connecticut, Maine and the Netherlands and is a leading supplier of prepaid phone cards to telephone companies. Scientific Games’ customers are in the United States and more than 60 other countries. For more information about Scientific Games, please visit our web site at www.scientificgames.com.

 

Company Contact:

Investor Relations

Scientific Games

212-754-2233

 

Forward-Looking Statements

 

In this press release the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward- looking statements describe future expectations,

 

5



 

plans, results or strategies and can often be identified by the use of terminology such as “may”,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of future results or performance. Actual results may differ materially from those projected in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; material adverse changes in economic and industry conditions in the Company’s markets; technological change; retention and renewal of existing contracts and entry into new or amended contracts; availability and adequacy of cash flow to satisfy obligations and indebtedness or future needs; protection of intellectual property; security and integrity of software and systems; laws and government regulation, including those relating to gaming licenses, permits and operations; inability to identify, complete and integrate future acquisitions; seasonality; ability to enhance and develop successful gaming concepts; dependence on suppliers and manufacturers; liability for product defects; factors associated with foreign operations; influence of certain stockholders; dependence on key personnel; failure to perform on contracts; resolution of pending or future litigation; labor matters; and stock price volatility. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

 

Non-GAAP Disclosure

 

Non-GAAP adjusted net income, as included herein, represents net income (loss) less income tax expense and is adjusted to add back stock compensation charges, employee termination costs, the Global Draw earn-out, costs associated with a division president retirement, costs associated with the California Horse Racing Board resolution, gains and losses associated with the early extinguishment of debt, legal costs associated with termination of our Lottery Systems contract in Mexico, legal costs associated with the Italian instant ticket tender, a Lottery Systems insurance settlement, a Lottery Systems Mexico accrual reversal, costs associated with a property tax settlement,  gain on forward foreign exchange contract, and imputed interest in convertible debt less non-GAAP income tax expense.  Adjusted EBITDA, as included herein, represents net income (loss) plus income tax expense, depreciation and amortization expenses, and interest expense, net of other income (loss) and is adjusted to add back employee termination costs, costs associated with a division president retirement, costs associated with the California Horse Racing Board resolution, costs associated with a property tax settlement, legal costs associated with termination of our Lottery Systems contract in Mexico, legal costs associated with the Italian tender, a Lottery Systems insurance settlement, a Lottery Systems Mexico accrual reversal,  and stock compensation charges. Segment adjusted EBITDA excludes unallocated corporate expense and equity in earnings in joint ventures.

 

Non-GAAP gross margin, as included herein, is total revenue less cost of services and cost of sales (before the allocation of depreciation and amortization) divided by total revenue.  Non-GAAP segment gross margin, as included herein, represents segment revenue less cost of services and cost of sales (before the allocation of depreciation and amortization) divided by segment revenue.

 

Adjusted EBITDA margin, as included herein, represents adjusted EBITDA divided by total revenue.

 

Free cash flow, as included herein, represents net cash provided by operating activities less total capital expenditures (which includes wagering systems expenditures and other intangible assets and software expenditures).

 

Non-GAAP gross margin, non-GAAP segment gross margin, adjusted net income, diluted non-GAAP adjusted net income per share, adjusted EBITDA, segment adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures that are presented as supplemental disclosures and are reconciled to the nearest comparable GAAP measures in financial schedules accompanying this release.  Management believes that the GAAP financial measure used by

 

6



 

the Company that is most directly comparable to non-GAAP gross margin is operating income margin, the GAAP financial measure used by the Company that is most directly comparable to non-GAAP segment gross margin is segment operating income margin, the GAAP financial measure most directly comparable to non-GAAP adjusted net income is net income (loss), the GAAP financial measures most directly comparable to adjusted EBITDA and adjusted EBITDA margin are operating income and operating income margin, respectively, and the GAAP financial measure most directly comparable to free cash flow is net cash provided by operating activities.

 

The Company’s management uses these non-GAAP financial measures in conjunction with GAAP financial measures to: monitor and evaluate the performance of the Company’s business operations; facilitate management’s internal comparisons of the Company’s historical operating performance of its business operations; facilitate management’s external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; review and assess the operating performance of the Company’s management team and as a measure in evaluating employee compensation and bonuses; analyze and evaluate financial and strategic planning decisions regarding future operating investments; and plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

 

In particular, management believes non-GAAP gross margin, non-GAAP segment gross margin, non-GAAP adjusted net income, adjusted EBITDA, segment adjusted EBITDA and adjusted EBITDA margin are helpful in assessing our operating performance and highlighting trends in our core businesses that may not otherwise be apparent when relying solely on GAAP financial measures, because these non-GAAP financial measures eliminate from earnings financial items that management believes have less bearing on the Company’s performance.  In addition, management believes that non-GAAP gross margin, non-GAAP segment gross margin, adjusted EBITDA, segment adjusted EBITDA, and adjusted EBITDA margin are useful in evaluating the Company’s financial performance because they are commonly used financial analysis tools for measuring and comparing gaming companies in several areas, such as liquidity, operating performance and leverage. Management believes adjusted EBITDA margin is useful in assessing the profitability of the Company’s core businesses and the effect of the implementation of the Company’s Profitability Improvement Program. Management further believes that adjusted EBITDA and free cash flow provide useful information regarding the Company’s liquidity and its ability to service debt and fund investments.  In addition, free cash flow is one of the criteria used to determine the achievement of performance-based bonuses.

 

The Company’s management believes that these adjusted financial measures are useful to investors to provide them with disclosures of the Company’s operating results on the same basis as that used by the Company’s management. The Company’s management also believes that because it has previously provided these adjusted non-GAAP financial measures in its earnings releases, continuing to do so provides consistency in its financial reporting and continuity to investors for comparability purposes. Accordingly, the Company’s management believes that the presentation of the adjusted non-GAAP financial measures, when used in conjunction with GAAP financial measures, provides both management and investors with financial information that can be useful in assessing the Company’s financial condition and operating performance.

 

The non-GAAP financial measures used herein should not be considered in isolation of, as a substitute for or superior to the financial information prepared in accordance with GAAP. The adjusted financial measures as defined in this press release may differ from similarly titled measures presented by other companies. The adjusted financial measures, as well as other information in this press release, should be read in conjunction with the Company’s financial statements filed with the Securities and Exchange Commission.

 

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SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Three Months Ended September 30, 2008 and 2009

(Unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended September 30,

 

 

 

2008

 

2009

 

Operating revenues:

 

 

 

 

 

Services

 

$

265,430

 

$

222,023

 

Sales

 

26,505

 

17,123

 

 

 

291,935

 

239,146

 

Operating expenses:

 

 

 

 

 

Cost of services (exclusive of depreciation and amortization)

 

157,480

 

127,773

 

Cost of sales (exclusive of depreciation and amortization)

 

17,257

 

10,513

 

 

 

174,737

 

138,286

 

Non-GAAP gross profit

 

117,198

 

100,860

 

Non-GAAP gross profit margin

 

40

%

42

%

 

 

 

 

 

 

Selling, general and administrative expenses

 

41,937

 

38,861

 

Depreciation and amortization

 

36,487

 

32,049

 

GAAP operating income

 

38,774

 

29,950

 

GAAP operating income margin

 

13

%

13

%

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

Interest expense

 

20,920

 

22,736

 

Equity in earnings of joint ventures

 

(13,356

)

(14,180

)

Early extinguishment of debt

 

 

(550

)

Other (income) expense

 

(818

)

(27

)

 

 

6,746

 

7,979

 

Income before income tax expense

 

32,028

 

21,971

 

Income tax expense

 

9,862

 

6,865

 

Net income

 

$

22,166

 

$

15,106

 

 

 

 

 

 

 

Basic and diluted net income per share:

 

 

 

 

 

Basic net income

 

$

0.24

 

$

0.16

 

Diluted net income

 

$

0.23

 

$

0.16

 

Weighted average number of shares

 

 

 

 

 

Basic shares

 

92,841

 

92,727

 

Diluted shares

 

94,626

 

94,028

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Nine Months Ended September 30, 2008 and 2009

(Unaudited, in thousands, except per share amounts)

 

 

 

Nine Months Ended September 30,

 

 

 

2008

 

2009

 

Operating revenues:

 

 

 

 

 

Services

 

$

764,044

 

$

650,615

 

Sales

 

90,867

 

44,249

 

 

 

854,911

 

694,864

 

Operating expenses:

 

 

 

 

 

Cost of services (exclusive of depreciation and amortization)

 

440,394

 

377,678

 

Cost of sales (exclusive of depreciation and amortization)

 

63,808

 

30,898

 

 

 

504,202

 

408,576

 

Non-GAAP gross profit

 

350,709

 

286,288

 

Non-GAAP gross profit margin

 

41

%

41

%

 

 

 

 

 

 

Selling, general and administrative expenses

 

138,003

 

119,479

 

Employee termination costs

 

2,772

 

3,920

 

Depreciation and amortization

 

106,099

 

93,453

 

GAAP operating income

 

103,835

 

69,436

 

GAAP operating income margin

 

12

%

10

%

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

Interest expense

 

55,745

 

62,940

 

Equity in earnings of joint ventures

 

(48,612

)

(44,758

)

Early extinguishment of debt

 

2,960

 

(4,594

)

Other (income) expense

 

(1,513

)

(1,013

)

 

 

8,580

 

12,575

 

Income before income tax expense

 

95,255

 

56,861

 

Income tax expense

 

30,672

 

46,599

 

Net income (loss)

 

$

64,583

 

$

10,262

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share:

 

 

 

 

 

Basic net income (loss)

 

$

0.69

 

$

0.11

 

Diluted net income (loss)

 

$

0.68

 

$

0.11

 

Weighted average number of shares

 

 

 

 

 

Basic shares

 

92,933

 

92,577

 

Diluted shares

 

94,588

 

93,859

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED BALANCE SHEET DATA

 

December 31, 2008 and September 30, 2009

(Unaudited, in thousands)

 

 

 

December 31,

 

September 30,

 

 

 

2008

 

2009

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

140,639

 

$

213,078

 

Other current assets

 

371,139

 

370,042

 

Property and equipment, net

 

575,479

 

565,188

 

Long-term assets

 

1,095,196

 

1,188,357

 

Total assets

 

$

2,182,453

 

$

2,336,665

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

Current portion of long-term debt

 

$

43,384

 

$

138,767

 

Other current liabilities

 

217,300

 

218,113

 

Long-term debt, excluding current portion

 

1,196,083

 

1,189,449

 

Other long-term liabilities

 

129,857

 

122,567

 

Stockholders’ equity

 

595,829

 

667,769

 

Total liabilities and stockholders’ equity

 

$

2,182,453

 

2,336,665

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED SEGMENT OPERATING DATA

 

Three Months Ended September 30, 2008 and 2009

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30, 2008

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Service revenues

 

$

147,142

 

$

62,354

 

$

55,934

 

$

265,430

 

Sales revenues

 

7,431

 

15,072

 

4,002

 

26,505

 

Total revenues

 

154,573

 

77,426

 

59,936

 

291,935

 

Cost of services (1)

 

91,459

 

32,597

 

33,424

 

157,480

 

Cost of sales (1)

 

4,423

 

11,581

 

1,253

 

17,257

 

 

 

95,882

 

44,178

 

34,677

 

174,737

 

Non-GAAP gross profit

 

58,691

 

33,248

 

25,259

 

117,198

 

Non-GAAP gross profit margin

 

38

%

43

%

42

%

40

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

14,330

 

6,860

 

5,449

 

26,639

 

Depreciation and amortization (2)

 

9,276

 

15,409

 

11,519

 

36,204

 

Segment operating income

 

$

35,085

 

$

10,979

 

$

8,291

 

$

54,355

 

Unallocated corporate expense

 

 

 

 

 

 

 

15,581

 

Consolidated operating income

 

 

 

 

 

 

 

$

38,774

 

 

 

 

 

 

 

 

 

 

 

Segment operating income margin

 

23

%

14

%

14

%

19

%

 

 

 

Three Months Ended September 30, 2009

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Service revenues

 

$

117,744

 

$

52,343

 

$

51,936

 

$

222,023

 

Sales revenues

 

3,035

 

13,144

 

944

 

17,123

 

Total revenues

 

120,779

 

65,487

 

52,880

 

239,146

 

Cost of services (1)

 

69,897

 

26,741

 

31,135

 

127,773

 

Cost of sales (1)

 

2,199

 

7,733

 

581

 

10,513

 

 

 

72,096

 

34,474

 

31,716

 

138,286

 

Non-GAAP gross profit

 

48,683

 

31,013

 

21,164

 

100,860

 

Non-GAAP gross profit margin

 

40

%

47

%

40

%

42

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

11,768

 

8,169

 

5,614

 

25,551

 

Depreciation and amortization (2)

 

8,216

 

11,452

 

12,209

 

31,877

 

Segment operating income

 

$

28,699

 

$

11,392

 

$

3,341

 

$

43,432

 

Unallocated corporate expense

 

 

 

 

 

 

 

13,482

 

Consolidated operating income

 

 

 

 

 

 

 

$

29,950

 

 

 

 

 

 

 

 

 

 

 

Segment operating income margin

 

24

%

17

%

6

%

18

%

 


(1) Exclusive of depreciation and amortization

(2) Includes amortization of service contract software

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED SEGMENT OPERATING DATA

 

Nine Months Ended September 30, 2008 and 2009

(Unaudited, in thousands)

 

 

 

Nine Months Ended September 30, 2008

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Service revenues

 

$

421,153

 

$

178,332

 

$

164,559

 

$

764,044

 

Sales revenues

 

24,648

 

47,335

 

18,884

 

90,867

 

Total revenues

 

445,801

 

225,667

 

183,443

 

854,911

 

Cost of services (1)

 

249,650

 

92,429

 

98,315

 

440,394

 

Cost of sales (1)

 

16,309

 

38,352

 

9,147

 

63,808

 

 

 

265,959

 

130,781

 

107,462

 

504,202

 

Non-GAAP gross profit

 

179,842

 

94,886

 

75,981

 

350,709

 

Non-GAAP gross profit margin

 

40

%

42

%

41

%

41

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

45,088

 

25,742

 

19,493

 

90,323

 

Employee termination costs

 

2,772

 

 

 

2,772

 

Depreciation and amortization (2)

 

28,728

 

45,765

 

30,774

 

105,267

 

Segment operating income

 

$

103,254

 

$

23,379

 

$

25,714

 

$

152,347

 

Unallocated corporate expense

 

 

 

 

 

 

 

48,512

 

Consolidated operating income

 

 

 

 

 

 

 

$

103,835

 

 

 

 

 

 

 

 

 

 

 

Segment operating income margin

 

23

%

10

%

14

%

18

%

 

 

 

Nine Months Ended September 30, 2009

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Service revenues

 

$

340,616

 

$

159,414

 

$

150,585

 

$

650,615

 

Sales revenues

 

9,776

 

31,088

 

3,385

 

44,249

 

Total revenues

 

350,392

 

190,502

 

153,970

 

694,864

 

Cost of services (1)

 

202,608

 

83,511

 

91,559

 

377,678

 

Cost of sales (1)

 

6,728

 

22,027

 

2,143

 

30,898

 

 

 

209,336

 

105,538

 

93,702

 

408,576

 

Non-GAAP gross profit

 

141,056

 

84,964

 

60,268

 

286,288

 

Non-GAAP gross profit margin

 

40

%

45

%

39

%

41

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

34,141

 

23,042

 

17,283

 

74,466

 

Employee termination costs

 

2,016

 

125

 

433

 

2,574

 

Depreciation and amortization (2)

 

24,095

 

32,882

 

35,959

 

92,936

 

Segment operating income

 

$

80,804

 

$

28,915

 

$

6,593

 

$

116,312

 

Unallocated corporate expense

 

 

 

 

 

 

 

45,530

 

Corporate employee termination costs

 

 

 

 

 

 

 

1,346

 

Consolidated operating income

 

 

 

 

 

 

 

$

69,436

 

 

 

 

 

 

 

 

 

 

 

Segment operating income margin

 

23

%

15

%

4

%

17

%

 


(1) Exclusive of depreciation and amortization

(2) Includes amortization of service contract software

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CALCULATION OF NON-GAAP ADJUSTED NET INCOME

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22,166

 

$

15,106

 

$

64,583

 

$

10,262

 

Less: Income tax expense

 

9,862

 

6,865

 

30,672

 

46,599

 

Income before income tax expense

 

32,028

 

21,971

 

95,255

 

56,861

 

Add: Stock compensation charges

 

8,220

 

7,286

 

24,348

 

25,903

 

Add: Employee termination costs

 

 

 

2,772

 

3,920

 

Add: Global Draw earn-out

 

 

 

3,446

 

 

Add: Division President retirement

 

 

 

930

 

 

Add: California Horse Race Board resolution

 

 

 

700

 

 

Add: Early extinguishment of debt

 

 

(550

)

2,960

 

(4,594

)

Add: Lottery Systems Mexico legal costs

 

 

 

 

900

 

Add: Property tax settlement

 

 

 

 

1,005

 

Add: Italy legal costs

 

 

657

 

 

657

 

Add: Lottery Systems insurance settlement

 

 

(1,308

)

 

(1,308

)

Add: Lottery Systems Mexico accrual reversal

 

 

(1,112

)

 

(1,112

)

Add: Gain on forward foreign exchange contract

 

 

 

 

(718

)

Add: Imputed interest in convertible debt

 

3,261

 

1,514

 

9,783

 

7,448

 

Non-GAAP income before income tax expense

 

43,509

 

28,458

 

140,194

 

88,962

 

Non-GAAP income tax expense

 

12,892

 

6,055

 

43,275

 

21,264

 

Non-GAAP adjusted net income

 

$

30,617

 

$

22,403

 

$

96,919

 

$

67,698

 

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP adjusted net income per share

 

$

0.32

 

$

0.24

 

$

1.02

 

$

0.72

 

Diluted GAAP net income (loss) per share

 

$

0.23

 

$

0.16

 

$

0.68

 

$

0.11

 

Weighted average number of shares used in per share calculations

 

94,626

 

94,028

 

94,588

 

93,859

 

Less: Diluted shares included in weighted average number of shares related to potential conversion of covertible debt

 

 

 

6

 

 

Non-GAAP weighted average number of shares used in per share calculations

 

94,626

 

94,028

 

94,582

 

93,859

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22,166

 

$

15,106

 

$

64,583

 

$

10,262

 

Add: Income tax expense

 

9,862

 

6,865

 

30,672

 

46,599

 

Add: Depreciation and amortization expense

 

36,487

 

32,049

 

106,099

 

93,453

 

Add: Interest expense, net of other income or loss

 

20,102

 

22,159

 

57,192

 

57,333

 

EBITDA

 

$

88,617

 

$

76,179

 

$

258,546

 

$

207,647

 

 

 

 

 

 

 

 

 

 

 

Add: Employee termination costs

 

 

 

$

2,772

 

$

3,920

 

Add: Global Draw earn-out

 

 

 

3,446

 

 

Add: Division President retirement

 

 

 

930

 

 

Add: California Horse Race Board resolution

 

 

 

700

 

 

Add: Lottery Systems Mexico legal costs

 

 

 

 

900

 

Add: Property tax settlement

 

 

 

 

1,005

 

Add: Italy legal costs

 

 

$

657

 

 

657

 

Add: Lottery Systems insurance settlement

 

 

(1,308

)

 

(1,308

)

Add: Lottery Systems Mexico accrual reversal

 

 

(1,112

)

 

(1,112

)

Add: Stock compensation charges

 

$

8,220

 

7,286

 

24,348

 

25,903

 

Adjusted EBITDA

 

$

96,837

 

$

81,702

 

$

290,742

 

$

237,612

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF SEGMENT OPERATING INCOME TO SEGMENT ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Printed Products Group operating income

 

$

35,085

 

$

28,699

 

$

103,254

 

$

80,804

 

Add: Depreciation and amortization expense

 

9,276

 

8,216

 

28,728

 

24,095

 

Printed Products Group EBITDA

 

44,361

 

36,915

 

131,982

 

104,899

 

 

 

 

 

 

 

 

 

 

 

Add: Printed Products Employee termination costs

 

 

 

$

2,772

 

$

2,016

 

Add: Italy legal costs

 

 

$

657

 

 

657

 

Add: Stock compensation charges

 

$

974

 

772

 

2,179

 

2,510

 

Adjusted Printed Products Group EBITDA

 

$

45,335

 

$

38,344

 

$

136,933

 

$

110,082

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Lottery Systems Group operating income

 

$

10,979

 

$

11,392

 

$

23,379

 

$

28,915

 

Add: Depreciation and amortization expense

 

15,409

 

11,452

 

45,765

 

32,882

 

Lottery Systems Group EBITDA

 

26,388

 

22,844

 

69,144

 

61,797

 

 

 

 

 

 

 

 

 

 

 

Add: Lottery Systems Division President retirement

 

 

 

$

930

 

 

Add: Lottery Systems Mexico legal costs

 

 

 

 

$

900

 

Add: Lottery Systems Employee termination costs

 

 

 

 

125

 

Add: Lottery Systems Insurance settlement

 

 

$

(1,308

)

 

(1,308

)

Add: Lottery Systems Mexico accrual reversal

 

 

(1,112

)

 

(1,112

)

Add: Stock compensation charges

 

$

828

 

560

 

1,786

 

1,889

 

Adjusted Lottery Systems Group EBITDA

 

$

27,216

 

20,984

 

$

71,860

 

62,291

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Diversified Gaming Group operating income

 

$

8,291

 

3,341

 

$

25,714

 

6,593

 

Add: Depreciation and amortization expense

 

11,519

 

12,209

 

30,774

 

35,959

 

Diversified Gaming Group EBITDA

 

19,810

 

15,550

 

56,488

 

42,552

 

 

 

 

 

 

 

 

 

 

 

Add: Global Draw earn-out

 

 

 

$

3,446

 

 

Add: California Horse Racing Board resolution

 

 

 

700

 

 

Add: Diversified Gaming Employee termination costs

 

 

 

 

$

433

 

Add: Property tax settlement

 

 

 

 

1,005

 

Add: Stock compensation charges

 

$

430

 

$

524

 

1,104

 

1,841

 

Adjusted Diversified Gaming Group EBITDA

 

$

20,240

 

16,074

 

$

61,738

 

45,831

 

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CALCULATION OF FREE CASH FLOW

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

33,189

 

45,481

 

$

145,597

 

175,994

 

 

 

 

 

 

 

 

 

 

 

Less: Capital expenditures

 

(2,824

)

(3,118

)

(10,886

)

(9,135

)

Less: Wagering systems expenditures

 

(34,181

)

(13,119

)

(119,327

)

(44,870

)

Less: Other intangible assets and software expenditures

 

(11,752

)

(7,689

)

(33,711

)

(26,040

)

Total Capital Expenditures

 

$

(48,757

)

$

(23,926

)

$

(163,924

)

$

(80,045

)

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

(15,568

)

$

21,555

 

$

(18,327

)

$

95,949

 

 

For 2009, net cash provided by operating activities inlcudes an outflow of $1 million relating to a retirement plan.  This outflow is offset by an inflow connected with the retirement plan but reflected as an investing activity.  Other than capital expenditures, investing activities are not a component of free cash flow. As a result, only the outflow is being shown in the free cash flow calculation.

 



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

Key Performance Indicators

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Domestic

 

$

190,484

 

$

147,746

 

$

557,110

 

$

442,009

 

International

 

101,451

 

91,400

 

297,801

 

252,855

 

Total Revenue

 

$

291,935

 

$

239,146

 

$

854,911

 

$

694,864

 

 

 

 

 

 

 

 

 

 

 

Select Data:

 

 

 

 

 

 

 

 

 

Italy - Gratta e Vinci

 

 

 

 

 

 

 

 

 

Revenues (Euros)

 

2,059,000

 

2,123,000

 

6,933,000

 

7,088,000

 

 

 

 

 

 

 

 

 

 

 

China - China Sports Lottery

 

 

 

 

 

 

 

 

 

Revenues (RMB)

 

3,956,700

 

4,028,000

 

7,417,000

 

11,479,000

 

Tickets Sold

 

729,177

 

543,604

 

1,389,858

 

1,624,770

 

ASP (RMB)

 

5.43

 

7.41

 

5.34

 

7.06

 

 

 

 

 

 

 

 

 

 

 

Terminal installed base at end of period:

 

 

 

 

 

 

 

 

 

Global Draw

 

14,621

 

17,075

 

14,621

 

17,075

 

Games Media

 

1,029

 

2,323

 

1,029

 

2,323

 

 

 

 

 

 

 

 

 

 

 

Average terminal installed base during period:

 

 

 

 

 

 

 

 

 

Global Draw

 

14,621

 

16,848

 

14,621

 

16,240

 

Games Media

 

1,029

 

2,320

 

1,029

 

2,053