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8-K - 8-K - SCIENTIFIC GAMES CORPa10-3462_38k.htm
EX-99.2 - EARNINGS CALL PRESENTATIONS - SCIENTIFIC GAMES CORPa10-3462_3ex99d2.htm

Exhibit 99.1

 

Scientific Games Announces Fourth Quarter and Full Year Results

 

NEW YORK, March 1, 2010 — Scientific Games Corporation (NASDAQ: SGMS) today announced results for the fourth quarter and full year ended December 31, 2009.

 

Revenue totaled $232.9 million for the fourth quarter and $927.7 million for the full year.  The Company reported a net loss of $50.1 million in the fourth quarter, after giving effect to after-tax charges totaling $45.2 million, primarily related to the non-cash write-down of assets associated with the Company’s proposed sale of its Racing and Venue Management businesses, the non-cash impairment of certain Lottery Systems contracts and transaction- and restructuring-related expenses.  For the full year, the Company reported a net loss of $39.9 million, after giving effect to after-tax charges totaling $63.3 million.  The Company achieved strong free cash flow(1) of $108.5 million for the full year and 10% year-over-year growth in adjusted EBITDA(2) for the quarter.

 

Full-Year Highlights

 

·      Excluding a number of large contract re-pricings and unfavorable foreign currency translation, achieved solid adjusted EBITDA in a very difficult environment

·      Successfully implemented software upgrades to nine Lottery Systems customers in the U.S. for the cross-selling of Powerball® and Mega Millions, marking the first such cross-selling effort in a series of initiatives aimed at accelerating systems sales

·      Dramatically increased printing capacity in China, including the installation of a second printing press, facilitating China Sports Lottery instant ticket retail sales in excess of 15 billion RMB, and expanded the retail customer base to over 150,000; China Sports Lottery achieved fourth quarter retail sales growth of 32% over the prior-year period

·      Negotiated a number of important strategic transactions to strengthen the Company’s portfolio and facilitate growth in new areas—most notably government-sponsored internet gaming via the Company’s new joint venture, Sciplay, and the proposed combination of the Company’s Racing and Venue Management businesses with Sportech PLC, a U.K.-based sports wagering company

·      Awarded key lottery contracts in Massachusetts, Arkansas and Indiana, including the launch of Properties Plus™ in Arkansas, and expanded the Company’s offering in Puerto Rico to include a cooperative services program and instant ticket printing

·      Expanded the Company’s presence in Germany with two additional cooperative services contracts

·      Increased Global Draw’s installed terminal base by approximately 13% to 17,284 and positioned the business for continued attractive growth in 2010 and beyond; recently renewed key contracts with Gala Coral and Totesport

·      Expanded Games Media’s installed terminal base by over 60% to 2,351 and was recently awarded an additional 350 locations with U.K. pub operator Marston’s

·      Generated free cash flow of $108 million, exceeding target of $100 million

·      Reduced capital expenditures to $112 million from $230 million in 2008

·      Achieved $24 million in savings from the Company’s Profitability Improvement Program, exceeding target of $15 to $20 million

·      Completed a number of financing-related transactions that provided the Company with additional operating and financing flexibility and extended the weighted average maturity of the Company’s debt

 

Commenting on the results, President and Chief Executive Officer Michael R. Chambrello stated, “This past year proved to be a challenging one.  However, our performance was impacted by a confluence of factors that masked the underlying resiliency of our core lottery and gaming businesses, as we effectively navigated through the severe global economic slowdown in 2009.  We achieved impressive free cash flow and substantial cost savings during the year, and we made significant progress to strengthen our liquidity profile.  We also pursued a number of important strategic initiatives that focus our portfolio and, more importantly, provide us with state-of-the-art technology that is expected to enable us to capitalize on the trend toward convergence that we see in the gaming industry.”

 

“Looking ahead, we are beginning to see some signs of improving retail sales trends in our core businesses, although we remain cautious in light of the difficult economic environment,” Mr. Chambrello added.  “Importantly, with the effect of the recent large contract re-pricings now essentially behind us, along with evidence of strengthening retail sales in key instant ticket jurisdictions, new sales-driven initiatives in our Lottery Systems business and improving cash box results in our core Global Draw business, we enter the new year with confidence in our strong foundation upon which we plan to pursue our longer-term strategic growth initiatives in 2010 and beyond,” Mr. Chambrello continued.

 

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Summary Financial Results

 

 

 

Fourth Quarter

 

Full Year

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

($ in millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

263.9

 

$

232.9

 

$

1,118.8

 

$

927.7

 

Adjusted EBITDA

 

$

69.8

 

$

77.1

 

$

360.5

 

$

314.7

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(69.1

)

$

(50.1

)

$

(4.5

)

$

(39.9

)

Net Loss per Share

 

$

(0.75

)

$

(0.54

)

$

(0.05

)

$

(0.43

)

 

 

 

 

 

 

 

 

 

 

Total Capital Expenditures

 

$

66.0

 

$

31.5

 

$

229.9

 

$

111.6

 

Free Cash Flow

 

$

1.1

 

$

12.5

 

$

(21.4

)

$

108.5

 

 

Free cash flow and adjusted EBITDA are non-GAAP financial measures defined under the section entitled “Non-GAAP Disclosure” in this press release and reconciled to GAAP financial measures in the accompanying tables.

 

Fourth Quarter Financial Results

In order to provide investors with additional visibility into its revenue streams, the Company has segregated revenues related to its instant ticket business from other service revenues.  Accordingly, revenue is reported herein (and will be reported going forward) in the following categories: instant ticket revenue; service revenue; and sales revenue.

 

Revenue totaled $232.9 million in the fourth quarter of 2009, compared to revenue of $263.9 million in the fourth quarter of 2008.  The decline in revenue was primarily the result of lower instant ticket revenue ($14.6 million) due to the shift in China instant ticket production to our joint venture, and lower service revenue ($8.8 million) stemming from Lottery Systems Group contract re-pricings.  In addition, fourth quarter 2009 revenue was negatively impacted by lower sales revenue ($7.7 million) driven by lower phone card sales and planned changes to the Company’s business model in U.K. pubs related to the shift from analog to digital terminals. The quarter benefitted from an increase in revenue related to the start up of two instant ticket lotteries, higher sales from licensed properties and increased systems revenue in China.

 

The Company reported an operating loss of $69.5 million for the fourth quarter of 2009, compared to an operating loss of $82.2 million in the same period in 2008.  The operating loss in the fourth quarter of 2009 included non-cash, pre-tax charges related to the proposed sale of the Racing and Venue Management businesses ($50.4 million), non-cash impairment of Lottery Systems contracts in Connecticut and Maryland ($24.7 million), transaction-related expenses ($9.7 million) and restructuring-related expenses ($5.0 million).  The operating loss in the fourth quarter of 2008 included non-cash impairment charges ($76.2 million), primarily related to Lottery Systems contacts in Mexico and Oklahoma, and restructuring-related expenses ($18.8 million), including employee termination costs ($10.9 million).

 

Adjusted EBITDA increased to $77.1 million, or 33.1% of revenue, in the fourth quarter of 2009, compared to adjusted EBITDA of $69.8 million, or 26.4% of revenue, in the fourth quarter of 2008.  This performance primarily reflected lower selling, general and administrative expenses ($6.1 million), increased earnings from joint ventures ($4.5 million), particularly in China and Italy, higher Lottery Systems Group income from China ($4.0 million) and increased profitability on software and hardware sales, partially offset by the impact of the decline in revenue in the quarter.

 

Net loss in the fourth quarter of 2009 was $50.1 million, or $0.54 per share, compared to a net loss of $69.1 million, or $0.75 per share, in the prior-year period.  This performance primarily reflected the reduced operating loss for the period, higher equity earnings from joint ventures and the benefit in the 2009 quarter of a higher effective tax rate, partially offset by a loss on a foreign currency hedge and higher net interest expense.

 

Printed Products Group

Printed Products Group revenue was $116.2 million in the fourth quarter of 2009, compared to $134.5 million in the fourth quarter of 2008, and primarily reflected the shift in China instant lottery ticket production to our joint venture ($14.6 million) and lower sales revenue related to the phone card business ($3.7 million), partially offset by higher sales from licensed properties and the start-up of instant ticket lottery sales in Arkansas and Puerto Rico ($4.8 million).

 

Operating income for the Printed Products Group improved to $26.1 million, or 22.4% of revenue, in the fourth quarter of 2009, compared to operating income of $15.7 million, or 11.7% of revenue, in the fourth quarter of 2008.  The improved performance primarily reflected lower depreciation and amortization expense ($5.5 million),

 

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the absence of employee termination costs ($4.4 million) that impacted the fourth quarter of 2008, and lower selling, general and administrative expenses ($3.4 million), including professional fees in 2009 related to the tender for the Italian instant ticket concession ($2.0 million).  In addition, the improvement in operating income as a percentage of revenue in the fourth quarter of 2009 was due to the impact of the shift in China instant lottery ticket production to our joint venture, which resulted in reducing sales and cost of sales by approximately equal amounts due to the high level of freight and import duties associated with shipping tickets to China in 2008.

 

Lottery Systems Group

Lottery Systems Group revenue totaled $66.9 million in the fourth quarter of 2009, compared to revenue of $73.1 million in the fourth quarter of 2008.  This performance was largely driven by lower service revenue stemming from contract re-pricings ($5.9 million) and contract terminations ($2.9 million), partially offset by higher service revenue from China, reflecting China Sports Lottery instant ticket retail sales growth of approximately 32%.

 

Fourth quarter 2009 operating loss was $14.1 million, compared to an operating loss of $73.2 million in the fourth quarter of 2008.  The change in operating loss for the period primarily reflected lower depreciation and amortization expense ($44.0 million), primarily due to reduced impairment charges in the fourth quarter of 2009 compared to the fourth quarter of 2008, the absence in 2009 of the 2008 loss on each of the Mexico and Oklahoma contracts ($7.8 million), increased profitability on hardware and software sales, higher income from China systems operations and lower selling, general and administrative expenses, partially offset by the impact of the Pennsylvania contract re-pricing ($6.0 million).

 

Diversified Gaming Group

Diversified Gaming Group revenue declined to $49.8 million in the fourth quarter of 2009, compared to revenue of $56.4 million in the fourth quarter of 2008, primarily reflecting Games Media’s planned transition from analog terminal sales to digital terminals that are being deployed under revenue participation agreements ($2.3 million) and softness in the Racing and Venue Management businesses ($3.1 million).  Global Draw’s service revenue during the fourth quarter of 2009 grew modestly from the comparable period in 2008, primarily due to continuing growth in installed terminals and win per day in the U.K. and higher revenue from Mexico.

 

During the fourth quarter of 2009, Global Draw’s net terminal base grew to 17,284, primarily reflecting the addition of 200 terminals in Mexico and an additional 292 terminals to off-track betting shops in Puerto Rico, partially offset by the removal of over 200 low-yielding terminals in Slovakia and elsewhere. Games Media’s installed terminal base grew to 2,351 by the end of 2009, with presence in almost 1,000 pubs.  The Company indicated that terminal base expansion and increased win per day continue to be significant areas of focus and opportunity in 2010 and beyond.  In the fourth quarter of 2009, Games Media was awarded an additional 350 locations with U.K. pub operator Marston’s and in early 2010 Global Draw was awarded new contracts with U.K. betting shop operators Gala Coral and Totesport that are expected to maintain the current installed base of over 8,000 terminals through at least 2014.

 

Operating loss was $58.2 million in the fourth quarter of 2009, compared to an operating loss of $0.9 million in the fourth quarter of 2008.  Fourth quarter 2009 operating loss primarily reflected charges totaling $54.4 million, including the non-cash write-down ($50.4 million) and transaction-related expenses ($4.0 million) associated with the Company’s proposed sale of its Racing and Venue Management businesses, as well as the decline in revenue.

 

Full Year Financial Results

Revenue totaled $927.7 million in 2009, compared to revenue of $1,118.8 million in 2008.  This performance primarily reflected the shift in China instant ticket sales to our joint venture ($39.8 million), unfavorable foreign currency translation ($39.0 million), the impact of contract re-pricings ($50.5 million) and contract terminations ($10.8 million), lower sales of licensed products ($13.7 million) and phone cards ($15.7 million), and Games Media’s planned transition to revenue participation-based digital terminals ($9.2 million).

 

The Company reported essentially breakeven operating income for the year, compared to operating income of $21.6 million, or 1.9% of revenue, in 2008.  The 2009 performance included the non-cash write-down of Racing and Venue Management assets held for sale ($50.4 million), non-cash impairment charges of Lottery Systems contracts in Connecticut and Maryland ($24.7 million), transaction-related expenses ($10.4 million) and restructuring-related expenses ($8.9 million).  The operating income in 2008 included non-cash impairment charges ($76.2 million) primarily related to Lottery Systems contracts in Mexico and Oklahoma, and restructuring-related expenses ($22.5 million) including employee termination costs ($13.7 million).

 

Adjusted EBITDA in 2009 was $314.7 million, or 33.9% of revenue, compared to adjusted EBITDA of $360.5 million, or 32.2% of revenue, in 2008.  The decline in adjusted EBITDA was primarily driven by the impact of lower revenue and unfavorable foreign currency translation ($12.1 million), partially offset by lower selling, general and administrative expenses ($19.8 million) stemming from savings related to the Company’s Profitability Improvement Program ($23.9 million), and higher income from the Company’s joint ventures and Lottery Systems contract in China.

 

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Net loss for 2009 was $39.9 million, or $0.43 per diluted share, compared to a net loss of $4.5 million, or $0.05 per diluted share, in 2008. This performance reflected the decline in operating income for the period and higher net interest and other expense, partially offset by a year-over-year improvement in the early extinguishment of debt and a lower effective tax rate.

 

Profitability Improvement Program Update

The Profitability Improvement Program, initiated in the fall of 2008, yielded cost savings of $6.7 million in the fourth quarter of 2009 and $23.9 million for the full year, exceeding the Company’s 2009 goal of $15 to $20 million.  The Company has recently undertaken a global procurement initiative designed to leverage the Company’s worldwide purchasing power and outsourcing where appropriate, which it believes will drive continued improvement in its cost structure over time.

 

Liquidity and Capital Resources

The Company generated free cash flow of $12.5 million in the fourth quarter of 2009, compared to free cash flow of $1.1 million in the fourth quarter of 2008.  For the full year, the Company generated free cash flow of $108.5 million, compared to negative free cash flow of $21.4 million in 2008.  The improvement in free cash flow for both periods primarily reflected significantly lower capital expenditures, as well as lower cash taxes and an improvement in working capital.

 

“Despite the challenges we faced in 2009, we delivered exceptional cost savings and free cash flow generation,” stated Jeffrey S. Lipkin, Vice President and Chief Financial Officer.  “We plan to build on these results moving forward, and we remain focused and disciplined in our efforts to achieve long-term, profitable growth,” Mr. Lipkin added.

 

During the fourth quarter of 2009, the Company placed $125.0 million of Senior Subordinated Notes due 2019 and purchased $89.2 million in aggregate principal amount of its 0.75% Convertible Senior Subordinated Debentures due 2024 (the “Convertible Debentures”) in a tender offer.  When combined with repurchases earlier in the year under the Company’s repurchase program, the Company retired $263.8 million in aggregate principal amount of the Convertible Debentures during 2009, leaving a balance of $9.9 million outstanding at December 31, 2009.

 

At December 31, 2009, the Company had cash and cash equivalents of $260.1 million and availability under its revolving credit facility of $167.9 million, after outstanding and undrawn letters of credit, compared to cash and cash equivalents of $140.6 million and availability under the Company’s revolving credit facility of $190.2 million, after outstanding and undrawn letters of credit, as of December 31, 2008.   As of December 31, 2009, the Company had total indebtedness of $1,367.1 million, compared to total indebtedness of $1,239.5 million as of December 31, 2008.

 

On March 1, 2010, the Company had sufficient unrestricted cash and availability under its revolving credit facility to satisfy the liquidity condition in its credit agreement related to the Convertible Debentures and thereby prevent the acceleration of borrowings under the credit agreement.

 

Convertible Debentures

A market price event did not occur for the quarter ended December 31, 2009 and, accordingly, the Convertible Debentures are not convertible during the current quarter ending March 31, 2010.  During the fourth 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 three months and year ended December 31, 2009.

 

Conference Call Details

We invite you to join our conference call on March 1, 2010 at 8:30 AM Eastern Standard Time.  To access the call live via webcast, please visit www.scientificgames.com and click on the webcast link under the Investor Information section.  To access the call by telephone, please dial (866) 277-1184 (US & Canada) or (617) 597-5360 (International) 15 minutes before the start of the call.  The Conference ID# is 56701473.

 

About Scientific Games

Scientific Games Corporation is a 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.  The Company’s customers are in the United States and more than 50 countries.  For more information about the Company, please visit our website at www.scientificgames.com.

 

Company Contact:

Investor Relations

Scientific Games

212-754-2233

 

4



 

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, 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; technological change; retention and renewal of existing contracts and entry into new or revised 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; inability to benefit from, and risks associated with, joint ventures and strategic investments and relationships; inability to complete the proposed sale of the Racing and Venue Management businesses; seasonality; inability 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

(1)   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).  Free cash flow is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net cash provided by operating activities in a schedule below.

 

(2)   Adjusted EBITDA, as included herein, represents net income (loss) plus income tax expense, depreciation and amortization expense, interest expense, other expense (income), net, and loss (gain) on early extinguishment of debt, and is adjusted to add back segment and corporate employee termination costs, Lottery Systems contract impairment costs, Global Draw earn-out costs, costs associated with a CEO retirement and a division president retirement, acquisition due diligence charges, restructuring advisory fees, 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, the write-down of Racing and Venue Management assets held for sale and stock compensation charges.  Adjusted EBITDA is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net income (loss) in a schedule below.  Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue.  Management believes that the GAAP financial measure used by the Company that is most directly comparable to adjusted EBITDA margin is operating income margin (which is set forth in a schedule below).

 

The Company’s management uses the foregoing 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; 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.  Accordingly, the Company’s management believes that these non-GAAP 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.

 

In addition, management believes adjusted EBITDA is helpful in assessing the Company’s operating performance and highlighting trends in the Company’s core businesses that may not otherwise be apparent when relying solely on GAAP financial measures, because this non-GAAP financial measure eliminates from earnings financial items that management believes have less bearing on the Company’s performance.  In addition, management believes that adjusted EBITDA is useful in evaluating the Company’s financial performance because it is a commonly used financial analysis tool for measuring and comparing gaming companies in several areas, such as liquidity, operating performance and leverage.  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.

 

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Accordingly, the Company’s management believes that the presentation of the 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 non-GAAP financial measures as defined in this press release may differ from similarly titled measures presented by other companies. The non-GAAP 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.

 

Beginning with our earnings release for the quarter ending March 31, 2010, the definition of “adjusted EBITDA” will be based on the definition of “consolidated EBITDA” in our credit agreement (summarized in the paragraph below), except that adjusted EBITDA as used in our earnings release will include (without duplication) our share of the income (or deficit) of our joint ventures, whether or not such income has been distributed to us (whereas “consolidated EBITDA” for purposes of the credit agreement includes such income only to the extent it has been distributed to us).  In order to provide continuity between the presentation of adjusted EBITDA as used herein and in recent earnings releases and the presentation of the revised definition of adjusted EBITDA that will be used going forward, the Company has included schedules below setting forth adjusted EBITDA under the revised definition as compared to adjusted EBITDA as reported for the periods indicated.

 

“Consolidated EBITDA” means, for any period, “consolidated net income” as defined in the credit agreement (i.e., generally our consolidated net income (or loss) excluding the income (or deficit) of our joint ventures except to the extent that such income has been distributed to us) for such period plus, to the extent reflected as a charge in the statement of such consolidated net income for such period, the sum of (1) income tax expense, (2) depreciation and amortization expense, (3) interest expense, (4) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with debt (see line item captioned “Debt-Related Fees and Charges” in the schedules below), (5) amortization of intangibles (including goodwill) and organization costs (see line item captioned “Amortization of Intangibles” in the schedules below), (6) earn-out payments with respect to certain acquisitions that we have made, such as our acquisition of Global Draw, or any other permitted acquisitions (generally, acquisitions of companies that are primarily engaged in the same or related line of business and that become subsidiaries of ours, or acquisitions of all or substantially all of the assets of another company or division or business unit of another company), including any loss or expense with respect to such earn-out payments (see line item captioned “Earn-Outs for Permitted Acquisitions” in the schedules below), (7) extraordinary charges or losses determined in accordance with GAAP, (8) non-cash stock-based compensation expenses, (9) up to $3,000,000 of expenses, charges or losses resulting from certain Peru investments (see line item captioned “Peru Investment Expenses” in the schedules below), (10) the non-cash portion of any non-recurring write-offs or write-downs as required in accordance with GAAP (see line item captioned “Non-Recurring Write-Offs under GAAP” in the schedules below), (11) advisory fees and related expenses paid to advisory firms in connection with permitted acquisitions (see line item captioned “Acquisition Advisory Fees” in the schedules below), (12) certain specified “permitted add-backs” (i.e., (A) up to $15,000,000 (less the amount of certain permitted pro forma adjustments to consolidated EBITDA in connection with material acquisitions) of charges incurred during any 12-month period in connection with (i) reductions in workforce, (ii) contract losses, discontinued operations, shutdown expenses and cost reduction initiatives, (iii) transaction expenses incurred in connection with potential acquisitions and divestitures, whether or not consummated, and (iv) restructuring charges and transaction expenses incurred in connection with certain transactions with Playtech Limited or its affiliates, and (B) reasonable and customary costs incurred in connection with amendments to the credit agreement) (see line item captioned “Specified Permitted Add-Backs” in the schedules below) (provided that the foregoing amounts do not include write-offs or write-downs of accounts receivable or inventory and, except with respect to permitted add-backs, any write-off or write-down to the extent it is in respect of cash payments to be made in a future period), (13) to the extent treated as an expense in the period paid or incurred, certain payments, costs and obligations made or incurred by us in connection with any award of a license to operate the instant ticket lottery in Italy, including any up-front fee required under the applicable tender process (see line item captioned “Italian Concession Obligations” in the schedules below), (14) restructuring charges, transaction expenses and shutdown expenses incurred in connection with the disposition of all or part of our Racing and Venue Management businesses, together with up to $7,325,000 of charges incurred in connection with discontinued operations and cost-reduction initiatives associated with such disposition (see line item captioned “Racing Disposition Charges and Expenses” in the schedules below) and (15) up to £5,250,000 during any four-quarter period of expenses or charges incurred in connection with the payment of license royalties or other fees to Playtech Limited or its affiliates and for software services provided to Global Draw or Games Media by Playtech Limited or its affiliates (see line item captioned “Playtech Royalties and Fees” in the schedules below), minus, to the extent included in the statement of such consolidated net income for such period, the sum of (1) interest income, (2) extraordinary income or gains determined in accordance with GAAP and (3) income or gains with respect to earn-out payments with respect to acquisitions referred to above (see line item captioned “Income on Earn-Outs for Permitted Acquisitions” in the schedules below).  Consolidated EBITDA is also subject to certain adjustments in connection with material acquisitions and dispositions as provided in the credit agreement.  The foregoing definitions of “consolidated net income” and “consolidated EBITDA” are qualified in their entirety by the full text of such definitions in our credit agreement, a copy of which is attached as

 

6



 

Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2010.

 

The Company’s management believes that the revised definition of adjusted EBITDA, which the Company intends to use going forward beginning with the first quarter 2010 earnings release, is useful to investors for the reasons described above and because the definition is derived from the definition of “consolidated EBITDA” in our credit agreement, which is used to calculate the Company’s compliance with the financial covenants contained in the credit agreement.  In addition, the free cash flow performance metric used in determining performance-based bonuses for 2010 is calculated by subtracting total capital expenditures (which includes wagering systems expenditures and other intangible assets and software expenditures) from the revised definition of adjusted EBITDA (subject to certain additional adjustments in the discretion of the Compensation Committee (e.g., to take into account acquisitions, divestitures, sign-on or guaranteed bonuses approved by the Compensation Committee and accounting changes during the year)).  Moreover, the operating income performance metric used in determining performance-based bonuses for 2010 is subject to the same adjustments used to determine the revised definition of adjusted EBITDA (and certain additional adjustments in the discretion of the Compensation Committee (e.g., to take into account acquisitions, divestitures, sign-on or guaranteed bonuses approved by the Compensation Committee and accounting changes during the year)).

 

7



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Three Months Ended December 31, 2008 and 2009

(Unaudited, in thousands, except per share amounts)

 

 

 

Three Months Ended December 31,

 

 

 

2008

 

2009

 

Operating revenue:

 

 

 

 

 

Instant ticket

 

$

127,155

 

$

112,621

 

Services

 

108,773

 

100,016

 

Sales

 

27,990

 

20,248

 

Total operating revenue

 

263,918

 

232,885

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Cost of instant tickets (exclusive of depreciation and amortization)

 

81,851

 

68,229

 

Cost of services (exclusive of depreciation and amortization)

 

72,540

 

59,022

 

Cost of sales (exclusive of depreciation and amortization)

 

22,048

 

13,641

 

Selling, general and administrative expenses

 

46,210

 

48,769

 

Write-down of assets held for sale

 

 

54,356

 

Employee termination costs

 

10,923

 

 

Depreciation and amortization

 

112,543

 

58,331

 

Operating (loss)

 

(82,197

)

(69,463

)

Other (income) expense:

 

 

 

 

 

Interest expense

 

22,326

 

24,558

 

Equity in earnings of joint ventures

 

(9,958

)

(14,462

)

Early extinguishment of debt

 

 

(234

)

Other (income) expense

 

(3,178

)

3,868

 

 

 

9,190

 

13,730

 

Loss before income tax expense

 

(91,387

)

(83,193

)

Income tax benefit

 

(22,320

)

(33,052

)

Net loss

 

$

(69,067

)

$

(50,141

)

 

 

 

 

 

 

Basic and diluted net loss per share:

 

 

 

 

 

Basic net loss

 

$

(0.75

)

$

(0.54

)

Diluted net loss

 

$

(0.75

)

$

(0.54

)

Weighted average number of shares:

 

 

 

 

 

Basic shares

 

92,704

 

93,070

 

Diluted shares

 

92,704

 

93,070

 

 

8



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Twelve Months Ended December 31, 2008 and 2009

(Unaudited, in thousands, except per share amounts)

 

 

 

Twelve Months Ended December 31,

 

 

 

2008

 

2009

 

Operating revenue:

 

 

 

 

 

Instant ticket

 

$

548,308

 

$

453,238

 

Services

 

451,664

 

410,014

 

Sales

 

118,857

 

64,497

 

Total operating revenue

 

1,118,829

 

927,749

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Cost of instant tickets (exclusive of depreciation and amortization)

 

331,501

 

270,836

 

Cost of services (exclusive of depreciation and amortization)

 

263,284

 

234,093

 

Cost of sales (exclusive of depreciation and amortization)

 

85,856

 

44,539

 

Selling, general and administrative expenses

 

184,213

 

168,248

 

Write-down of assets held for sale

 

 

54,356

 

Employee termination costs

 

13,695

 

3,920

 

Depreciation and amortization

 

218,643

 

151,784

 

Operating income (loss)

 

21,637

 

(27

)

Other (income) expense:

 

 

 

 

 

Interest expense

 

78,071

 

87,498

 

Equity in earnings of joint ventures

 

(58,570

)

(59,220

)

Early extinguishment of debt

 

2,960

 

(4,829

)

Other (income) expense

 

(4,691

)

2,856

 

 

 

17,770

 

26,305

 

Income (loss) before income tax expense

 

3,867

 

(26,332

)

Income tax expense

 

8,352

 

13,547

 

Net loss

 

$

(4,485

)

$

(39,879

)

 

 

 

 

 

 

Basic and diluted net loss per share:

 

 

 

 

 

Basic net loss

 

$

(0.05

)

$

(0.43

)

Diluted net loss

 

$

(0.05

)

$

(0.43

)

Weighted average number of shares:

 

 

 

 

 

Basic shares

 

92,875

 

92,701

 

Diluted shares

 

92,875

 

92,701

 

 

9



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED BALANCE SHEET DATA

 

December 31, 2008 and December 31, 2009

(Unaudited, in thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2008

 

2009

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

140,639

 

$

260,131

 

Other current assets

 

371,139

 

321,495

 

Assets held for sale

 

 

91,102

 

Property and equipment, net

 

575,479

 

468,439

 

Long-term assets

 

1,095,196

 

1,150,625

 

Total assets

 

$

2,182,453

 

$

2,291,792

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

Current portion of long-term debt

 

$

43,384

 

$

24,808

 

Other current liabilities

 

217,300

 

180,298

 

Liabilities held for sale

 

 

20,097

 

Long-term debt, excluding current portion

 

1,196,083

 

1,342,255

 

Other long-term liabilities

 

129,857

 

104,576

 

Stockholders’ equity

 

595,829

 

619,758

 

Total liabilities and stockholders’ equity

 

$

2,182,453

 

$

2,291,792

 

 

10



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED SEGMENT OPERATING DATA

 

Three Months Ended December 31, 2008 and 2009

(Unaudited, in thousands)

 

 

 

Three Months Ended December 31, 2008

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Instant ticket revenue

 

$

127,155

 

$

 

$

 

$

127,155

 

Service revenue

 

 

57,690

 

51,083

 

108,773

 

Sales revenue

 

7,295

 

15,373

 

5,322

 

27,990

 

Total revenue

 

134,450

 

73,063

 

56,405

 

263,918

 

Cost of instant tickets (1)

 

81,851

 

 

 

81,851

 

Cost of services (1)

 

 

39,906

 

32,634

 

72,540

 

Cost of sales (1)

 

3,868

 

15,902

 

2,278

 

22,048

 

Selling, general and administrative expenses

 

14,248

 

7,892

 

6,430

 

28,570

 

Employee termination costs

 

4,441

 

2,576

 

1,152

 

8,169

 

Depreciation and amortization (2)

 

14,363

 

79,999

 

14,800

 

109,162

 

Segment operating income (loss)

 

$

15,679

 

$

(73,212

)

$

(889

)

$

(58,422

)

Unallocated corporate expense

 

 

 

 

 

 

 

21,021

 

Corporate employee termination costs

 

 

 

 

 

 

 

2,754

 

Consolidated operating loss

 

 

 

 

 

 

 

$

(82,197

)

 

 

 

 

 

 

 

 

 

 

Operating income margin

 

 

 

 

 

 

 

N/A

 

 

 

 

Three Months Ended December 31, 2009

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Instant ticket revenue

 

$

112,621

 

$

 

$

 

$

112,621

 

Service revenue

 

 

51,602

 

48,414

 

100,016

 

Sales revenue

 

3,598

 

15,284

 

1,366

 

20,248

 

Total revenue

 

116,219

 

66,886

 

49,780

 

232,885

 

Cost of instant tickets (1)

 

68,229

 

 

 

68,229

 

Cost of services (1)

 

 

27,149

 

31,873

 

59,022

 

Cost of sales (1)

 

2,195

 

10,592

 

854

 

13,641

 

Selling, general and administrative expenses

 

10,838

 

7,183

 

7,640

 

25,661

 

Write-down of assets held for sale

 

 

 

54,356

 

54,356

 

Employee termination costs

 

 

 

 

 

Depreciation and amortization (2)

 

8,886

 

36,021

 

13,265

 

58,172

 

Segment operating income (loss)

 

$

26,071

 

$

(14,059

)

$

(58,208

)

$

(46,196

)

Unallocated corporate expense

 

 

 

 

 

 

 

23,267

 

Corporate employee termination costs

 

 

 

 

 

 

 

 

Consolidated operating loss

 

 

 

 

 

 

 

$

(69,463

)

 

 

 

 

 

 

 

 

 

 

Operating income margin

 

 

 

 

 

 

 

N/A

 

 


(1) Exclusive of depreciation and amortization.

(2) Includes amortization of service contract software.

 

11



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CONSOLIDATED SEGMENT OPERATING DATA

 

Twelve Months Ended December 31, 2008 and 2009

(Unaudited, in thousands)

 

 

 

Twelve Months Ended December 31, 2008

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Instant ticket revenue

 

$

548,308

 

$

 

$

 

$

548,308

 

Service revenue

 

 

236,022

 

215,642

 

451,664

 

Sales revenue

 

31,943

 

62,708

 

24,206

 

118,857

 

Total revenue

 

580,251

 

298,730

 

239,848

 

1,118,829

 

Cost of instant tickets (1)

 

331,501

 

 

 

331,501

 

Cost of services (1)

 

 

132,335

 

130,949

 

263,284

 

Cost of sales (1)

 

20,177

 

54,254

 

11,425

 

85,856

 

Selling, general and administrative expenses

 

59,336

 

33,634

 

25,923

 

118,893

 

Employee termination costs

 

7,213

 

2,576

 

1,152

 

10,941

 

Depreciation and amortization (2)

 

43,091

 

125,764

 

45,575

 

214,430

 

Segment operating income (loss)

 

$

118,933

 

$

(49,833

)

$

24,824

 

$

93,924

 

Unallocated corporate expense

 

 

 

 

 

 

 

69,533

 

Corporate employee termination costs

 

 

 

 

 

 

 

2,754

 

Consolidated operating income

 

 

 

 

 

 

 

$

21,637

 

 

 

 

 

 

 

 

 

 

 

Operating income margin

 

 

 

 

 

 

 

1.9

%

 

 

 

Twelve Months Ended December 31, 2009

 

 

 

Printed

 

Lottery

 

Diversified

 

 

 

 

 

Products

 

Systems

 

Gaming

 

 

 

 

 

Group

 

Group

 

Group

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Instant ticket revenue

 

$

453,238

 

$

 

$

 

$

453,238

 

Service revenue

 

 

211,015

 

198,999

 

410,014

 

Sales revenue

 

13,374

 

46,372

 

4,751

 

64,497

 

Total revenue

 

466,612

 

257,387

 

203,750

 

927,749

 

Cost of instant tickets (1)

 

270,836

 

 

 

270,836

 

Cost of services (1)

 

 

110,660

 

123,433

 

234,093

 

Cost of sales (1)

 

8,923

 

32,619

 

2,997

 

44,539

 

Selling, general and administrative expenses

 

44,979

 

30,225

 

24,923

 

100,127

 

Write-down of assets held for sale

 

 

 

54,356

 

54,356

 

Employee termination costs

 

2,016

 

125

 

433

 

2,574

 

Depreciation and amortization (2)

 

32,982

 

68,902

 

49,224

 

151,108

 

Segment operating income (loss)

 

$

106,876

 

$

14,856

 

$

(51,616

)

$

70,116

 

Unallocated corporate expense

 

 

 

 

 

 

 

68,797

 

Corporate employee termination costs

 

 

 

 

 

 

 

1,346

 

Consolidated operating loss

 

 

 

 

 

 

 

$

(27

)

 

 

 

 

 

 

 

 

 

 

Operating income margin

 

 

 

 

 

 

 

N/A

 

 


(1) Exclusive of depreciation and amortization.

(2) Includes amortization of service contract software.

 

12



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(69,067

)

$

(50,141

)

$

(4,485

)

$

(39,879

)

Add: Income tax expense

 

(22,320

)

(33,052

)

8,352

 

13,547

 

Add: Depreciation and amortization expense

 

112,543

 

58,331

 

218,643

 

151,784

 

Add: Interest expense

 

22,326

 

24,558

 

78,071

 

87,498

 

Add: Other expense (income), net

 

(3,178

)

3,868

 

(4,691

)

2,856

 

Add: Loss (gain) on early extinguishment of debt

 

 

(234

)

2,960

 

(4,829

)

EBITDA

 

$

40,304

 

$

3,330

 

$

298,850

 

$

210,977

 

 

 

 

 

 

 

 

 

 

 

Add: Printed Products employee termination costs

 

$

4,441

 

$

 

$

7,213

 

$

3,920

 

Add: Lottery Systems employee termination costs

 

2,576

 

 

2,576

 

 

Add: Lottery Systems contract impairment

 

7,831

 

 

7,831

 

 

Add: Diversified Gaming employee termination costs

 

1,152

 

 

1,152

 

 

Add: Corporate employee termination costs

 

2,754

 

 

2,754

 

 

Add: Global Draw earn-out

 

930

 

 

4,376

 

 

Add: Division President retirement

 

 

 

930

 

 

Add: CEO retirement

 

 

2,000

 

 

2,000

 

Add: Acquisition due diligence charges

 

 

3,754

 

 

3,754

 

Add: Restructuring advisory fees

 

 

2,951

 

 

2,951

 

Add: California Horse Race Board resolution

 

 

 

700

 

 

Add: Lottery Systems Mexico legal costs

 

 

 

 

900

 

Add: Property tax settlement

 

 

 

 

1,005

 

Add: Italy legal costs

 

 

1,976

 

 

2,633

 

Add: Lottery Systems insurance settlement

 

 

 

 

(1,308

)

Add: Lottery Systems Mexico accrual reversal

 

 

 

 

(1,112

)

Add: Write-down of Racing and Venue Management assets held for sale

 

 

54,356

 

 

54,356

 

Add: Stock compensation charges

 

9,774

 

8,685

 

34,122

 

34,589

 

Adjusted EBITDA

 

$

69,762

 

$

77,052

 

$

360,504

 

$

314,665

 

 

13



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended

 

 

 

March 31, 2008

 

June 30, 2008

 

September 30,
2008

 

December 31,
2008

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

16,663

 

$

25,754

 

$

22,166

 

$

(69,067

)

Add: Income tax expense

 

8,494

 

12,316

 

9,862

 

(22,320

)

Add: Depreciation and amortization expense

 

34,504

 

35,108

 

36,487

 

112,543

 

Add: Interest expense

 

17,145

 

17,680

 

20,920

 

22,326

 

Add: Other expense (income), net

 

50

 

(745

)

(818

)

(3,178

)

Add: Loss (gain) on early extinguishment of debt

 

 

2,960

 

 

 

EBITDA

 

$

76,856

 

$

93,073

 

$

88,617

 

$

40,304

 

 

 

 

 

 

 

 

 

 

 

Add: Debt Related Fees and Charges

 

$

 

$

 

$

 

$

 

Add: Amortization of Intangibles

 

 

 

 

 

Add: Earn-outs for Permitted Acquisitions (1)

 

1,776

 

1,670

 

 

930

 

Add: Extraordinary Charges or Losses under GAAP

 

 

 

 

 

Add: Non-Cash Stock-Based Compensation Expenses

 

8,518

 

7,610

 

8,220

 

9,774

 

Add: Peru Investment Expenses, Charges or Losses

 

 

 

30

 

 

Add: Non-Recurring Write-Offs under GAAP

 

 

 

 

562

 

Add: Acquisition Advisory Fees

 

 

 

 

 

Add: Specified Permitted Add-Backs (2)

 

 

 

 

17,253

 

Add: Italian Concession Obligations

 

 

 

 

 

Add: Racing Disposition Charges and Expenses

 

 

 

 

 

Add: Playtech Royalties and Fees

 

 

 

 

 

Add/Less: Other (expense) income, net (3)

 

(50

)

745

 

818

 

3,178

 

Less: Interest Income

 

(394

)

(520

)

(970

)

(523

)

Less: Extraordinary Income or Gains under GAAP

 

 

 

 

 

Add: Income on Earn-Outs for Permitted Acquisitions

 

 

 

 

 

Less: (Loss) gain on early extinguishment of debt (4)

 

 

(2,960

)

 

 

Add/Less: Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised Adjusted EBITDA

 

$

86,706

 

$

99,618

 

$

96,715

 

$

71,478

 

 


(1)

Amounts reflect Global Draw employee contingent bonus payments.

(2)

Amounts include transaction expenses, contract impairments and restructuring expenses.

(3)

Adjustment to conform to credit agreement definition. Amounts include foreign exchange transactions, interest income, minority interest and other items.

(4)

Adjustment to conform to credit agreement definition.

 

14



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Three Months Ended

 

 

 

March 31, 2009

 

June 30, 2009

 

September 30,
2009

 

December 31,
2009

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(25,190

)

$

20,346

 

$

15,106

 

$

(50,141

)

Add: Income tax expense

 

38,641

 

1,093

 

6,865

 

(33,052

)

Add: Depreciation and amortization expense

 

31,143

 

30,261

 

32,049

 

58,331

 

Add: Interest expense

 

18,809

 

21,395

 

22,736

 

24,558

 

Add: Other expense (income), net

 

(1,917

)

931

 

(27

)

3,868

 

Add: Loss (gain) on early extinguishment of debt

 

(2,288

)

(1,756

)

(550

)

(234

)

EBITDA

 

$

59,198

 

$

72,270

 

$

76,179

 

$

3,330

 

 

 

 

 

 

 

 

 

 

 

Add: Debt Related Fees and Charges (1)

 

$

289

 

$

546

 

$

181

 

$

122

 

Add: Amortization of Intangibles

 

 

 

 

 

Add: Earn-outs for Permitted Acquisitions (2)

 

 

219

 

 

 

Add: Extraordinary Charges or Losses under GAAP

 

 

 

 

 

Add: Non-Cash Stock-Based Compensation Expenses

 

11,278

 

7,339

 

7,286

 

8,686

 

Add: Peru Investment Expenses, Charges or Losses

 

 

 

 

 

Add: Non-Recurring Write-Offs under GAAP

 

 

 

 

50,361

 

Add: Acquisition Advisory Fees

 

 

 

 

 

Add: Specified Permitted Add-Backs (3)

 

3,987

 

 

129

 

8,705

 

Add: Italian Concession Obligations

 

 

 

657

 

1,976

 

Add: Racing Disposition Charges and Expenses

 

 

 

 

3,995

 

Add: Playtech Royalties and Fees

 

 

 

 

 

Add/Less: Other expense (income), net (4)

 

1,917

 

(931

)

27

 

562

 

Less: Interest Income

 

(322

)

(199

)

(323

)

(413

)

Less: Extraordinary Income or Gains under GAAP

 

 

 

 

 

Add: Income on Earn-Outs for Permitted Acquisitions

 

 

 

 

 

Add: (Loss) gain on early extinguishment of debt (5)

 

2,288

 

1,756

 

550

 

234

 

Add/Less: Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised Adjusted EBITDA

 

$

78,635

 

$

81,000

 

$

84,686

 

$

77,558

 

 


(1)

Amounts reflect write-off of unamortized deferred financing costs in connection with early extinguishment of debt.

(2)

Amounts reflect Global Draw employee contingent bonus payments.

(3)

Amounts include management transition expenses, transaction expenses, contract impairments and restructuring expenses.

(4)

Adjustment to conform to credit agreement definition. Amounts include foreign exchange transactions, interest income, minority interest and other items.

(5)

Adjustment to conform to credit agreement definition.

 

15



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA

(Unaudited, in thousands)

 

 

 

Twelve Months

 

 

 

December 31, 2008

 

December 31, 2009

 

 

 

Revised
Adjusted
EBITDA

 

Adjusted
EBITDA

 

Revised
Adjusted
EBITDA

 

Adjusted
EBITDA

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(4,485

)

$

(4,485

)

$

(39,879

)

$

(39,879

)

Add: Income tax expense

 

8,352

 

8,352

 

13,547

 

13,547

 

Add: Depreciation and amortization expense

 

218,643

 

218,643

 

151,784

 

151,784

 

Add: Interest expense

 

78,071

 

78,071

 

87,498

 

87,498

 

Add: Other expense (income), net

 

(4,691

)

(4,691

)

2,856

 

2,856

 

Add: Loss (gain) on early extinguishment of debt

 

2,960

 

2,960

 

(4,829

)

(4,829

)

EBITDA

 

$

298,850

 

298,850

 

$

210,977

 

$

210,977

 

 

 

 

 

 

 

 

 

 

 

Add: Debt Related Fees and Charges (1)

 

$

 

$

 

$

1,138

 

$

 

Add: Amortization of Intangibles

 

 

 

 

 

Add: Earn-outs for Permitted Acquisitions (2)

 

4,376

 

4,376

 

219

 

 

Add: Extraordinary Charges or Losses under GAAP

 

 

 

 

 

Add: Non-Cash Stock-Based Compensation Expenses

 

34,122

 

34,122

 

34,589

 

34,589

 

Add: Peru Investment Expenses, Charges or Losses

 

30

 

 

 

 

Add: Non-Recurring Write-Offs under GAAP (3)

 

562

 

 

50,361

 

54,356

 

Add: Acquisition Advisory Fees

 

 

 

 

 

Add: Specified Permitted Add-Backs (4)

 

17,253

 

21,526

 

12,821

 

12,625

 

Add: Italian Concession Obligations

 

 

 

2,633

 

2,633

 

Add: Racing Disposition Charges and Expenses (5)

 

 

 

3,995

 

 

Add: Playtech Royalties and Fees

 

 

 

 

 

Add: Other expense (income), net (6)

 

4,691

 

 

1,575

 

 

Less: Interest Income (7)

 

(2,407

)

 

(1,256

)

 

Less: Extraordinary Income or Gains under GAAP

 

 

 

 

 

Add: Income on Earn-Outs for Permitted Acquisitions

 

 

 

 

 

Add/Less: (Loss) gain on early extinguishment of debt (8)

 

(2,960

)

 

4,829

 

 

Add/Less: Other (9)

 

 

1,630

 

 

(515

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

354,517

 

$

360,504

 

$

321,881

 

$

314,665

 

 

 

 

 

 

 

 

 

 

 

Variance

 

$

(5,987

)

 

 

$

7,216

 

 

 

 


(1) Amount reflects write-off of unamortized deferred financing costs in connection with early extinguishment of debt.

(2) Amounts reflect Global Draw employee contingent bonus payments.

(3) Reflects inclusion in 2008 revised adjusted EBITDA of $562 related to write-offs of deferred acquisition expenses.  Difference in amounts for 2009 period reflect $3,995 of transaction expenses related to proposed sale of Racing and Venue Management businesses that are included in Racing Disposition Charges and Expenses (see footnote 5).

(4) Amounts include management transition expenses, transaction expenses, contract impairments and restructuring expenses.  Difference in amounts for 2008 period reflects exclusion from revised adjusted EBITDA of $2,772 of restructuring expenses and inclusion in revised adjusted EBITDA of the reversal of reserves related to the shut-down of a Lottery Systems contract.

(5) Amount reflects $3,995 of transaction expenses related to proposed sale of Racing and Venue Management businesses (which are included in adjusted EBITDA as Non-Recurring Write-Offs under GAAP) (see footnote 3)).

(6) Adjustment to conform to credit agreement definition.

(7) Reflects exclusion of interest income from revised adjusted EBITDA.

(8) Adjustment to conform to credit agreement definition.

(9) Reflects exclusion in 2008 revised adjusted EBITDA of $930 for division president retirement and $700 related to California Horse Racing Board resolution.  Reflects exclusion in 2009 revised adjusted EBITDA of $900 of Lottery Systems Mexico legal costs and $1,005 of property tax settlements (offset by a Lottery Systems insurance settlement of $1,308 and Mexico accrual reversal of $1,112).

 

16



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

CALCULATION OF FREE CASH FLOW

(Unaudited, in thousands)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

67,053

 

$

44,082

 

$

208,498

 

$

220,077

 

 

 

 

 

 

 

 

 

 

 

Less: Capital expenditures

 

(8,800

)

(3,795

)

(19,686

)

(12,932

)

Less: Wagering systems expenditures

 

(44,627

)

(19,741

)

(163,954

)

(64,610

)

Less: Other intangible assets and software expenditures

 

(12,567

)

(7,999

)

(46,278

)

(34,039

)

Total Capital Expenditures

 

$

(65,994

)

$

(31,535

)

$

(229,918

)

$

(111,581

)

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

1,059

 

$

12,547

 

$

(21,420

)

$

108,496

 

 

For 2009, net cash provided by operating activities includes an outflow of $10 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.

 

17



 

SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES

Key Performance Indicators

(Unaudited, in thousands, except terminals and ASP)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

Select Data:

 

 

 

 

 

 

 

 

 

Italy - Gratta e Vinci

 

 

 

 

 

 

 

 

 

Revenues (Euros)

 

2,342,000

 

2,347,000

 

9,275,000

 

9,435,000

 

 

 

 

 

 

 

 

 

 

 

China - China Sports Lottery

 

 

 

 

 

 

 

 

 

Revenues (RMB)

 

2,814,000

 

3,702,000

 

10,231,000

 

15,180,000

 

Tickets Sold

 

539,603

 

538,658

 

1,910,631

 

2,163,428

 

ASP (RMB)

 

5.21

 

6.87

 

5.35

 

7.02

 

 

 

 

 

 

 

 

 

 

 

Terminal installed base at end of period:

 

 

 

 

 

 

 

 

 

Global Draw

 

15,288

 

17,284

 

15,288

 

17,284

 

Games Media

 

1,453

 

2,351

 

1,453

 

2,351

 

 

18