EX-99.(C)(1)(A) 2 dex99c1a.htm WRITTEN PRESENTATION OF DUFF & PHELPS, LLC Written presentation of Duff & Phelps, LLC
1
Presentation to the Special Committee of the
January 21, 2010
Board of Directors of FortuNet, Inc.
C O N F I D E N T I A L
Exhibit (c)(1)(A)
The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us.  
Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.


Duff & Phelps Disclaimer
The following pages contain material that is being provided by Duff & Phelps, LLC (“Duff & Phelps”) to the Special Committee (the “Special
Committee”) of the Board of Directors (the “Board”) of FortuNet, Inc. (“FortuNet” or the “Company”) in connection with the Proposed
Transaction, as herein defined.
The accompanying material was, and any Opinion (as defined herein) will be, compiled on a confidential basis for the sole reliance of the Special
Committee in connection with their evaluation of the Proposed Transaction and may not be distributed to any other party, publicly disclosed, or
relied upon for any other purpose without the prior written consent of Duff & Phelps.
Because this material was prepared for use in the context of an oral presentation to the Special Committee, which is familiar with the business and
affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants, take any
responsibility for the accuracy or completeness of any of the material if used by persons other than the Special Committee.
These materials are not intended to represent an opinion but rather to serve as discussion materials for the Special Committee to review and as a
basis upon which Duff & Phelps may render an opinion.
An opinion would not i) address the merits of the underlying business decision of the Special Committee or the Company or any other party to the
Proposed Transaction to enter into the Proposed Transaction versus any alternative strategy or transaction; ii) constitute a recommendation to
any of the Special Committee, the Board, the Company or any committee thereof, or any other person as to how such person should vote or as to
any other specific action that should be taken in connection with the Proposed Transaction; or iii) create any fiduciary duty on Duff & Phelps’ part
to any party.
The information utilized in preparing this presentation was obtained from the Company and public sources. Any estimates and projections
contained herein have been prepared by the management of the Company or their financial or legal advisors and involve numerous and significant
subjective determinations, which may or may not prove to be correct. No representation or warranty, expressed or implied, is made as to the
accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past
or the future. Duff & Phelps did not attempt to independently verify such information.
No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction.


Table of Contents
I.
Executive Summary
II.
Business & Financial Overview
III.
Valuation Analysis
Discounted Cash Flow Approach
Market Approach
IV.
Conclusion
Appendix
A.
Premiums Paid Analysis
B.
Hypothetical Liquidation Analysis


I.
Executive Summary


5
Executive Summary
The Engagement
The Special Committee has engaged Duff & Phelps as its independent financial advisor in connection with the Proposed Transaction, which may
include providing an opinion (the “Opinion”) to the Special Committee as to the fairness, from a financial point of view, to the stockholders of
the Company, other than the Trust (defined below) and its affiliates, of the consideration to be received by such stockholders in the
contemplated transaction described herein (the “Proposed Transaction”).
Any Opinion will not address the fairness of the impact of the Proposed Transaction on any particular stakeholder of the Company, the fairness
of the Proposed Transaction to any specific stakeholder of the Company, or the fairness of the contemplated procedures for effectuating the
Proposed Transaction.
The Proposed Transaction
The
Proposed
Transaction
involves
the
tender
offer
by
Yuri
Itkis
Gaming
Trust
of
1993
(the
“Trust”)
to
acquire
the
remaining
25.22%
stake
in the Company for $6.27 million in cash, or $2.25 per share (the “Offer Price”).  The Trust currently owns 74.78% of the outstanding
shares of common stock of the Company.
The Trust has indicated that its offer is conditioned upon the tender of a sufficient number of shares of common stock to cause the Trust to
own 90% of the outstanding shares.  If that condition is satisfied, the Trust has indicated that it intends to acquire the remaining shares not
already
owned
by
it
through
a
short
form
cash
merger
at
the
same
per
share
cash
price
paid
in
the
tender
offer.
Background to the Proposed Transaction
On
November
23,
2009,
the
Company’s
CEO
and
sole
trustee
and
beneficiary
of
the
Trust,
Yuri
Itkis,
sent
notice
to
the
Board
of
Directors
of
the Trust’s intention to commence a tender offer for all the shares not already owned by the Trust (representing 25.22% of the
total shares of the Company).  The indicated offer price on November 23, 2009 was $1.70 per share.
On January 15, 2010, the Trust commenced a tender offer for the 25.22% of the total shares of the Company not already owned by the Trust
for $2.25 per share, representing a 32% increase over the November 23, 2009 indicated offer price.


Executive Summary
6
Scope of Analysis 
In connection with our analysis, we have used generally accepted valuation and analytical techniques and made such reviews, analyses
and inquiries as we have deemed necessary and appropriate under the circumstances. 
Duff & Phelps also took into account our assessment of general economic, market and financial conditions, as well as our experience in
securities and business valuation, in general, and with respect to similar transactions, in particular.
Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of this presentation included, but were
not limited to, the items summarized below:
Discussed the operations, financial condition, liquidity needs, future prospects and projected performance of the Company, and
the Proposed Transaction with Company management;
Reviewed certain audited and internal financial statements and other financial and operating data concerning the Company,
which the Company identified as being the most current available;
Reviewed certain financial forecasts prepared by the management of the Company;
Reviewed the Offer to Purchase for Cash All Outstanding Shares of Common Stock of FortuNet, Inc. at  $2.25  Per Share by The
Yuri Itkis Gaming Trust of 1993 and YI Acquisition Corp. filed with the Securities and Exchange Commission  on Form SC TO-T
January 15, 2010 (the “Offer to Purchase”);
Reviewed the historical and current trading prices and trading volume of publicly traded common stock of companies that we
deemed relevant;
Compared the financial performance of the Company with that of certain publicly traded companies that we deemed relevant;
Compared the financial performance of the Company to financial terms, to the extent publicly available, of certain business
combination transactions that we deemed relevant; and
Conducted such other analyses and considered such other factors as we deemed appropriate.


Executive Summary
7
Assumptions, Qualifications and Limiting Conditions
In performing its analyses with respect to the Proposed Transaction, Duff & Phelps, with your consent, has:
Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations
obtained from public sources or provided to it from private sources, including Company management, and did not independently
verify any such information;
Assumed that any estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and
based upon the best currently available information and good faith judgment of the person furnishing the same;
Assumed that the face value of the auction rate securities on the Company’s most recent balance sheet approximates fair value;
Assumed, without verification, that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all
material respects to the drafts reviewed;
Assumed that all information supplied to Duff & Phelps and information and statements made in the Offer to Purchase are
substantially accurate;
Assumed that all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed
Transaction will be completed in accordance with the Offer to Purchase without any amendments thereto or any waivers of any
terms or conditions thereof;
Relied upon the fact that the Company has been advised by counsel as to all legal matters with respect to the Proposed
Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been
duly, validly and timely taken; and
Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed
Transaction will be obtained without any adverse effect on the Company or the contemplated benefits expected to be derived in
the Proposed Transaction.


1
8
Executive Summary
Value Conclusions
Duff
&
Phelps
concluded
an
enterprise
value
range
for
FortuNet
of
$15.30
million
to
$18.60
million.
To arrive at an aggregate equity value for FortuNet, we added cash and the face value of investment securities (auction rate securities) to the
concluded enterprise value.  The result was an aggregate equity value for FortuNet
of $21.95 million to $25.25 million, with a midpoint of
$23.40
million.
This
resulted
in
a
per
share
value
for
FortuNet
ranging
from
$1.99
to
$2.28,
with
a
midpoint
of
$2.12.
Valuation Conclusions
Offer Price
($ in thousands)
Low
Midpoint
High
Discounted Cash Flow Analysis
$14,250
$15,300
$17,150
Market Approach
$16,300
$18,150
$20,000
Enterprise Value Conclusion
$15,300
$16,750
$18,600
$18,222
Plus:
Cash
and
Cash
Equivalents
3,650
3,650
3,650
3,650
Plus:
Investment
Securities
(Long-Term)
3,000
3,000
3,000
3,000
Equity Value
$21,950
$23,400
$25,250
$24,872
per share -
11,054,011 fully diluted shares
$1.99
$2.12
$2.28
$2.25
Implied Multiples (Excluding Public Costs)
2
2010 EBITDA
$4,647
3.3x
3.6x
4.0x
3.9x
2010 EBIT
$2,332
6.6x
7.2x
8.0x
7.8x
2010
Net
Income
$1,632
9.4x
10.3x
11.4x
11.2x
Implied Multiples (Including Public Costs)
2
2010 EBITDA
$4,163
3.7x
4.0x
4.5x
4.4x
2010 EBIT
$1,848
8.3x
9.1x
10.1x
9.9x
2010
Net
Income
3
$1,294
11.8x
12.9x
14.4x
14.1x
12/31/2009 estimated balance sheet provided by Management.
2
Public costs include accounting, legal, and professional services, directors fees and other public company related costs.  Public costs were estimated by management
at $484k for 2010.
3
Represents tax-effected operating income, excluding interest and investment income.  Cash and investment securities excluded from the P/E multiple calculation.
3


9
Executive Summary
Equity Value Indications
FortuNet, Inc.
Equity Value Indications
($000’s)
DCF  Approach
Market Approach
Concluded
Range
Preliminary
Pricing Indication
$1.70 / Share
Current
Offer Price
$2.25 / Share
Note: Preliminary pricing indication represents the $1.70 per share announcement that Yuri Itkis Gaming Trust of 1993 made on November 23, 2009.


II.
Business & Financial Overview


11
Business & Financial Overview
FortuNet
Common Stock Overview
As
of
January
15,
2010,
FortuNet
had
11,054,011
shares
of
common
stock
issued
and
outstanding.
As part of its analysis, Duff & Phelps analyzed the historical daily stock prices and daily trading volume levels for the Company’s common
stock for the latest twelve months.
The Company’s common shares currently trade on the NASDAQ Capital Market under the ticker “FNET.”
FNET’s
stock traded 252 days during the last year, out of a possible 252 total trading days between January 15, 2009 and January 15, 2010.
The top holder of common stock is the Trust, whose sole trustee and beneficiary is Yuri Itkis, the CEO of FortuNet.  The Trust holds about
8,266,500 shares outstanding, or 74.78% of total shares outstanding.


12
Business & Financial Overview
FortuNet Common Stock Overview (continued)
Common Stock Data
Offer Price
$2.25
Unaffected Stock Price:
Stock Price 1-Day Prior to Announcement
$1.28
Stock Price 1-Week Prior to Announcement
$1.31
Stock Price 4-Weeks Prior to Announcement
$1.22
Implied Premium:
Premium to Stock Price 1-Day Prior to Announcement
75.8%
Premium to Stock Price 1-Week Prior to Announcement
71.8%
Premium to Stock Price 4-Weeks Prior to Announcement
84.4%
Common Shares Outstanding (000s)
11,054
52-Week Average Daily Trading Volume (000s)
72
Average Daily Trading Volume / Public Float
2.7%
Public Float
23.8%
Institutional Ownership
2.3%


13
Business & Financial Overview
FortuNet
Common Stock Price and Volume
December 29, 2008 –
January 15, 2010
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
4.50
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
A
C
D
B
E
                              - Board of Directors declares special cash dividend of $2.50/share to shareholders of record date of April 24, 2009 and a payment date of May 4, 2009.
                           - Company pays $2.50 cash dividend.
                                          - Company receives notice from NASDAQ that for 30 consecutive days the Company's common stock has not maintained the minimum market value.  
The Company was given until December 14, 2009 to come into compliance with the NASDAQ listing rules.  Temporary unexplained change in FortuNet stock price and volume.
                                         - CEO Yuri Itkis sent notice to Board of Directors of the Trust's intention to commence a tender offer for all the shares outstanding not already owned 
by the Trust.  The proposed offer price is $1.70 per share. The Trust currently owns 74.78% of the outstanding shares of common stock of FortuNet. 
                                    - The Trust commenced a tender offer for all the shares outstanding not already owned by the Trust for $2.25 per share.  The increased offer price 
represents a 32% increase over the originally announced price of $1.70 per share.
A.
April
17,
2009
B.
May
4,
2009
C.
September
15,
2009
D.
November
23,
2009
E.
January
15,
2010


14
Business & Financial Overview
Financial Performance
Financial Performance Summary
($ in thousands)
FY
FY
FY
FY
FY
LTM
FY
FY
3-yr CAGR
2004A
2005A
2006A
2007A
2008A
9/30/2009A
2009E
2
2010E
2
Total Revenue
$14,327
$14,685
$16,460
$16,489
$16,019
$16,055
$16,105
$16,615
2.9%
Growth
NA
2.5%
12.1%
0.2%
-2.8%
2.0%
0.5%
3.2%
Gross Profit
$13,798
$14,263
$16,069
$15,816
$15,294
$15,009
$15,067
$15,445
2.4%
Margin
96.3%
97.1%
97.6%
95.9%
95.5%
93.5%
93.6%
93.0%
Adj. EBITDA
1
$5,910
$5,901
$4,182
$5,850
$4,986
$4,337
$4,042
$4,163
-5.5%
Margin
41.3%
40.2%
25.4%
35.5%
31.1%
27.0%
25.1%
25.1%
Public Company Add-Backs
$0
$0
$1,061
$534
$343
$384
$552
$484
Adj. EBITDA (excluding public costs)
$5,910
$5,901
$5,244
$6,385
$5,329
$4,721
$4,594
$4,647
-3.3%
Margin
41.3%
40.2%
31.9%
38.7%
33.3%
29.4%
28.5%
28.0%
Adj. EBIT Adj. EBITDA (excluding public costs)
1
$3,758
$3,495
$2,980
$4,479
$3,254
$2,598
$2,590
$2,332
-2.4%
Margin
26.2%
23.8%
18.1%
27.2%
20.3%
16.2%
16.1%
14.0%
Capital Expenditures
$3,011
$1,774
$3,411
$3,373
$1,847
$909
$1,050
$3,000
% of Revenues
21.0%
12.1%
20.7%
20.5%
11.5%
5.7%
6.5%
18.1%
1
Adjusted for certain one-time items as identified by Company management.
2
Provided by management.


II.
Valuation Analysis


16
Valuation Analysis
Discounted
Cash
Flow
Analysis
Key
Assumptions
The
Company
provided
Duff
&
Phelps
with
a
forecasted
statement
of
operations
for
the
Company
for
the
fiscal
year
ending
December
31,
2010. 
Key assumptions in the fiscal 2010 forecast include:
Total Revenue Growth: 3.2%
EBITDA Margin (excluding public company costs): 28.0%
Net Working Capital: approximately 19.0% revenue
Capital Expenditures: $1,500,000 of maintenance capital expenditures and $1,500,000 planned expenditure for a bingo card printer
Beyond 2010, we compiled financial projections for the Company based on Company managements 2010 budget, statements by Company
management
regarding
their
plans
and
intentions,
our
investigation
and
understanding
of
the
business,
and
such
other
information
as
we
deemed
appropriate.  Key assumptions include:
Scenario 1:
Total Revenue Growth: 2.5% annually for 2011 through 2019
EBITDA Margin (excluding public company costs): constant at 28.0%
Capital expenditures: Estimated at approximately 10% of revenue
Interest and investment income from cash and investment securities excluded
Scenario 2:
Total Revenue Growth: 3.0% annually for 2011 through 2019
EBITDA Margin (excluding public company costs): constant at 28.0%
Capital expenditures: Estimated at approximately 10% of revenue
Interest and investment income from cash and investment securities excluded
We estimated the terminal value of the Company by utilizing commonly accepted present value of perpetuity formulas.  This continuing value is
equivalent to the present value of all cash flows after the projection period.  Our terminal value calculations were based on a terminal growth rate
of 2.5% for Scenario 1 and a 3.0% growth rate for Scenario 2.
Duff
&
Phelps
discounted
the
discrete
cash
flows
and
terminal
value
at
weighted
average
cost
of
capital
rates
ranging
from
15.0%
to
17.0%.


1
1
17
Valuation Analysis
Discounted
Cash
Flow
Analysis
Scenario 1
Our DCF analysis yielded enterprise value ranges for FortuNet
of $14.25 million to $16.50 million under Scenario 1.  Highlights of the Scenario 1
DCF analysis are presented below.
Discounted Cash Flow Analysis
($ in thousands)
2009E
2010E
2011E
2012E
2013E
2014E
2015E
2019E
10-Year CAGR
Revenue
$16,105
$16,615
$17,031
$17,456
$17,893
$18,340
$18,799
$20,750
2.6%
Growth
0.5%
3.2%
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
EBITDA
4,594
4,647
4,763
4,882
5,004
5,129
5,257
5,803
2.4%
EBITDA Margin
28.5%
28.0%
28.0%
28.0%
28.0%
28.0%
28.0%
28.0%
Earnings Before Interest and Taxes
2,332
2,712
2,793
2,875
2,960
3,047
3,698
Pro Forma Cash Taxes @ 30%
(700)
(814)
(838)
(863)
(888)
(914)
(1,109)
Net Operating Profit After Tax
1,632
1,898
1,955
2,013
2,072
2,133
2,588
Depreciation
2,315
2,051
2,089
2,129
2,169
2,210
2,106
Capital Expenditures
(3,000)
(1,733)
(1,771)
(1,810)
(1,851)
(1,892)
(2,068)
(Increase) Decrease in Working Capital
(97)
(79)
(81)
(83)
(85)
(87)
(96)
Free Cash Flow
850
2,138
2,192
2,248
2,305
2,364
2,530
Terminal Growth Rate
2.5%
2.5%
2.5%
Weighted Average Cost of Capital
17.00%
16.00%
15.00%
Low
Midpoint
High
Enterprise Value Range
$14,250
$15,300
$16,500
Implied
Multiples
(Excluding
Public
Costs)
2010 EBITDA
$4,647
3.1x
3.3x
3.6x
2010 EBIT
$2,332
6.1x
6.6x
7.1x
2010 Net Income
$1,632
8.7x
9.4x
10.1x
Implied
Multiples
(Including
Public
Costs)
2010 EBITDA
$4,163
3.4x
3.7x
4.0x
2010 EBIT
$1,848
7.7x
8.3x
8.9x
2010 Net Income
$1,294
11.0x
11.8x
12.8x
1
Excluding interest and investment income


1
1
18
Valuation Analysis
Discounted
Cash
Flow
Analysis
Scenario
2
Our DCF analysis yielded enterprise value ranges for FortuNet
of
$14.70 million to $17.15 million under Scenario 2.  Highlights of the Scenario 2
DCF analysis are presented below.
Discounted Cash Flow Analysis
($ in thousands)
2009E
2010E
2011E
2012E
2013E
2014E
2015E
2019E
10-Year CAGR
Revenue
$16,105
$16,615
$17,114
$17,627
$18,156
$18,701
$19,262
$21,679
3.0%
Growth
0.5%
3.2%
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
EBITDA
4,594
4,647
4,786
4,930
5,078
5,230
5,387
6,063
2.8%
EBITDA Margin
28.5%
28.0%
28.0%
28.0%
28.0%
28.0%
28.0%
28.0%
Earnings Before Interest and Taxes
2,332
2,728
2,825
2,925
3,029
3,135
3,886
Pro Forma Cash Taxes @ 30%
(700)
(818)
(848)
(878)
(909)
(941)
(1,166)
Net Operating Profit After Tax
1,632
1,909
1,978
2,048
2,120
2,195
2,720
Depreciation
2,315
2,058
2,105
2,152
2,201
2,252
2,177
Capital Expenditures
(3,000)
(1,740)
(1,786)
(1,834)
(1,883)
(1,934)
(2,151)
(Increase) Decrease in Working Capital
(97)
(95)
(98)
(101)
(104)
(107)
(120)
Free Cash Flow
850
2,133
2,198
2,265
2,335
2,406
2,626
Terminal Growth Rate
3.0%
3.0%
3.0%
Weighted Average Cost of Capital
17.00%
16.00%
15.00%
Low
Midpoint
High
Enterprise Value Range
$14,700
$15,800
$17,150
Implied
Multiples
(Excluding
Public
Costs)
2010 EBITDA
$4,647
3.2x
3.4x
3.7x
2010 EBIT
$2,332
6.3x
6.8x
7.4x
2010 Net Income
$1,632
9.0x
9.7x
10.5x
Implied
Multiples
(Including
Public
Costs)
2010 EBITDA
$4,163
3.5x
3.8x
4.1x
2010 EBIT
$1,848
8.0x
8.5x
9.3x
2010 Net Income
$1,294
11.4x
12.2x
13.3x
1
Excluding interest and investment income


Valuation Analysis
19
Selected Public Company Analysis – Methodology
Duff & Phelps reviewed the current trading multiples of six publicly traded companies that Duff & Phelps determined to be relevant to
its analysis. Duff & Phelps analyzed the LTM and projected EBITDA, EBIT and Net Income for each of the publicly traded companies. Duff
& Phelps then analyzed the trading multiples of enterprise value (“EV”) to EBITDA and EBIT and equity value to Net Income.
We selected the following publicly traded companies for our analysis:
Bally Technologies, Inc., GameTech International Inc., International Game Technology, Multimedia Games Inc., Shuffle Master Inc.,
and WMS Industries Inc.
Duff & Phelps reviewed the cash balances as a percent of the market capitalization of the six publicly traded companies.  Based on this
review, GameTech’s P/E multiple was adjusted to exclude cash and interest income due to its high cash balance to equity value ratio
relative to the other selected public companies.  This adjustment was made in order to determine appropriate net income multiples to
apply to FortuNet, excluding interest and investment income.
Selected M&A Transaction Analysis – Methodology
Duff & Phelps selected merger and acquisition transactions involving target companies that Duff & Phelps believed to be relevant to its
analysis. Duff & Phelps computed the LTM Revenue and EBITDA for each of the target companies (where publicly disclosed).  Duff &
Phelps then calculated the implied enterprise value for each transaction to the target’s respective Revenue and EBITDA.
Duff & Phelps selected 12 precedent transactions.
None of the selected public companies nor those companies involved in the selected transactions in the following analysis are, of
course, identical to the Company. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the
selected companies and selected transactions. Rather, the analysis involves complex considerations and judgments concerning
differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their
value relative to the Company. 


20
Valuation Analysis
Selected Public Company Analysis
SELECTED PUBLIC COMPANY ANALYSIS
($ in millions)
COMPANY INFORMATION
Revenue Growth
EBITDA Growth
EBITDA Margin
EBIT Margin
Company Name
3- Yr
CAGR
LTM
2010
3- Yr
CAGR
LTM
2010
LTM
2010
LTM
2010
Bally Technologies, Inc.
17.7%
-11.1%
6.4%
73.2%
2.2%
13.9%
33.6%
33.9%
24.8%
26.8%
GameTech International Inc.
3.8
-15.9
20.1
1.6
-28.2
39.5
22.7
21.6
5.7
9.4
International Game Technology
-5.6
-16.4
7.2
-9.5
-24.7
13.4
33.7
38.2
20.6
24.6
Multimedia Games Inc.
-4.3
-3.0
19.7
-7.4
-9.9
6.5
43.0
47.2
-5.0
5.1
Shuffle Master Inc.
3.3
-5.6
8.6
-2.2
19.7
21.2
30.6
34.9
17.5
18.9
WMS Industries Inc.
16.1
7.7
13.5
25.4
9.8
16.3
32.3
33.5
20.0
22.1
Mean
5.2%
-7.4%
12.6%
13.5%
-5.2%
18.5%
32.7%
34.9%
13.9%
17.8%
Median
3.5%
-8.4%
11.0%
-0.3%
-3.9%
15.1%
32.9%
34.4%
18.7%
20.5%
FortuNet, Inc.
2.9%
2.0%
3.2%
-3.3%
-12.5%
1.1%
29.4%
28.0%
16.2%
14.0%
Note 1: Projections as of calendar year, with the exception of GameTech which is as of its fiscal year end, November 1, 2010.
Note 2: FortuNet results exclude public company costs, with the exception of LTM EBITDA growth which includes public company costs.
LTM = Latest Twelve Months
CAGR = Compounded Annual Growth Rate
Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Minority Interest) - (Cash & Equivalents)
EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization
Source: Bloomberg, Capital IQ, SEC filings


21
Valuation Analysis
Selected Public Company Analysis
SELECTED PUBLIC COMPANY ANALYSIS
($ in millions)
COMPANY INFORMATION
MARKET DATA
Stock Price as a Multiple of
Enterprise Value as a Multiple of
Company Name
Stock Price on
1/15/10
% of 52-Wk
High
EV
LTM EPS
2010 EPS
LTM
EBITDA
2010
EBITDA
LTM EBIT
2010 EBIT
Bally Technologies, Inc.
$45.00
100.8%
$2,753
20.5x
17.1x
9.7x
8.8x
13.2x
11.2x
GameTech International Inc.
1.37
68.5
42
NM
3.7
3.7
3.3
14.8
7.7
International Game Technology
20.29
88.0
8,033
26.4
22.4
11.3
9.5
18.4
14.7
Multimedia Games Inc.
5.70
88.6
218
NM
NM
4.0
3.2
NM
NM
Shuffle Master Inc.
9.48
97.3
593
NM
23.2
10.8
8.9
18.8
16.4
WMS Industries Inc.
43.46
88.9
2,525
27.6
21.5
10.9
9.1
17.6
13.8
Mean
88.7%
$2,361
24.8x
17.6x
8.4x
7.1x
16.6x
12.7x
Median
88.8%
$1,559
26.4x
21.5x
10.3x
8.8x
17.6x
13.8x
Note 1: Projections as of calendar year, with the exception of GameTech which is as of its fiscal year end, November 1, 2010.
Note 2:  GameTech 2010 P/E multiple adjusted to exclude cash / investments and estimated interest / investment income.
LTM = Latest Twelve Months
CAGR = Compounded Annual Growth Rate
Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Minority Interest) - (Cash & Equivalents)
EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization
Source: Bloomberg, Capital IQ, SEC filings


22
Valuation Analysis
Selected M&A Transaction Analysis
SELECTED TRANSACTION ANALYSIS
($ in millions)
Announced
Target Name
Target Business Description
Acquirer Name
Enterprise
Value
LTM
Revenue
LTM EBITDA
EBITDA
Margin
LTM EBITDA
Growth
EV / Revenue EV / EBITDA
P/E
4/30/2008
Sanwa Denshi Co. Ltd.
Manufactures parts for arcade gaming
Kyosha
Co. Ltd.
JPY 496.0
JPY 1,150.0
NA
NA
NA
0.43x
NA
NA
3/4/2008
Cyberview
Technology, Inc.
Develops downloadable server-based gaming systems
International Game Technology
£30.1
£26.5
£0.9
3.3%
-11.4%
1.14x
34.1x
NM
2/1/2008
Boss Media AB
Engages in the development and supply of e-gaming software
Medströms
Invest AB; GTECH
Corporation
$1,056.2
$312.3
$106.2
34.0%
16.5%
3.38x
9.9x
33.3x
5/1/2007
Oberthur
Gaming Technologies
Corp.
Engages in printing, supplying and distributing lottery tickets
Scientific Games Corp.
$102.7
$125.7
NA
NA
NA
0.82x
NA
NA
10/30/2006
Empire Interactive plc
Engages in the developing and publishing of entertainment
software
Silverstar
Holdings Ltd.
$15.5
$21.2
-$1.8
-8.3%
NA
0.73x
NM
NA
8/30/2006
Summit Amusement &
Distributing, Ltd.
Designs, develops, and manufactures video gaming machines
GameTech
International Inc.
$39.7
$25.0
NA
NA
NA
1.59x
NA
NA
7/25/2006
Radica Games Ltd.
Engages in the development of electronic entertainment
products
Mattel Inc.
$185.8
$148.7
$11.9
8.0%
2.1%
1.25x
15.6x
19.2x
6/15/2006
Venture Catalyst, Inc.
(nka:Mariposa
Software, Inc.)
Provides consulting services for the gaming and hospitality
industry
International Game Technology
$14.6
$9.9
$0.3
2.9%
NA
1.48x
NM
NM
1/10/2006
GTECH Holdings Corp.
Provides gaming and technology solutions
Lottomatica
S.p.A
(nka:Lottomatica
Group S.p.A.)
$4,736.2
$1,274.4
$498.1
39.1%
6.8%
3.72x
9.5x
23.4x
11/14/2005
StarGames
Pty. Limited
Engages
in
manufacturing
and
marketing
electronic
gaming
machines primarily to casinos
Shuffle Master Inc.
$154.5
$71.4
$11.1
15.6%
-4.6%
2.16x
13.9x
22.1x
6/10/2005
XN Checkout Holdings plc
Offers
information
technology
hardware,
sofware
and
services
to
the gaming and leisure sectors
Torex
Retail PLC
$128.9
$33.2
$3.8
11.5%
NA
3.88x
33.8x
NA
1/21/2005
Virtgame
Corp.
Provides networked gaming software to the gaming and lottery
industries
Mikohn
Gaming
Corp.
(nka:Progressive
Gaming
International Corporation)
$12.7
$0.4
-$2.2
NM
NA
NM
NM
NA
High
39.1%
16.5%
3.88x
34.1x
33.3x
Low
-8.3%
-11.4%
0.43x
9.5x
19.2x
Mean
13.3%
1.9%
1.87x
19.5x
24.5x
Median
9.8%
2.1%
1.48x
14.7x
22.8x
Source: Capital IQ and company filings


1
1
23
Valuation Analysis
Summary of the Market Approach
In
selecting
multiples,
we
analyzed
GameTech
International,
the
only
company
that
competes
directly
with
FortuNet,
as
well
as
the
selected
public
companies
taken
as
a
group,
that
represents
the
broader
gaming
equipment
industry,
and
taking
into
consideration
risk
factors
that
impact
multiples,
such
as
size,
profitability
and
future
growth
prospects.
The summary of the Market Approach based on our analysis of Selected Public Companies and Selected M&A Transactions can be found
below.
($ in thousands)
Metric
Public Company
Median
Transaction
Median
Selected
Multiple
Company
Performance
Enterprise Value Indications
LTM
Adj.
EBITDA
(excluding
public
costs)
3.7x
-
11.3x
10.3x
14.7x
4.0x
$4,721
$18,883
2010 EBITDA
1
3.3x
-
9.5x
8.8x
NA
4.0x
$4,647
$18,587
LTM
Adj.
EBIT
(excluding
public
costs)
13.2x
-
18.8x
17.6x
NA
7.0x
$2,598
$18,183
2010 EBIT
1
7.7x
-
16.4x
13.8x
NA
7.0x
$2,332
$16,322
LTM Net Income
1,2
20.5x
-
27.6x
26.4x
NA
11.0x
$1,818
$20,001
2010 Net Income
1,2
3.2x
-
23.2x
21.5x
NA
11.0x
$1,632
$17,954
Concluded Enterprise Value Range
$16,300
-
$20,000
Implied Multiples (Excluding Public Costs)
2010 EBITDA
$4,647
3.5x
-
4.3x
2010 EBIT
$2,332
7.0x
-
8.6x
2010 Net Income
2
$1,632
10.0x
-
12.3x
Implied Multiples (Including Public Costs)
2010 EBITDA
$4,163
3.9x
-
4.8x
2010 EBIT
$1,848
8.8x
-
10.8x
2010 Net Income
2
$1,294
12.6x
-
15.5x
Public Company Range
1
Public costs include accounting, legal, and professional  services, directors fees and other public company related costs.  Public costs estimated by
management at $384k for LTM and $484k for 2010.
2
Excluding interest and investment income.
Selected Public Company / Transaction Analysis  Summary


IV.
Conclusion


1
1
25
Conclusion
Equity Value Conclusion
Duff
&
Phelps
concluded
an
enterprise
value
range
for
FortuNet
of
$15.30
million
to
$18.60
million.
To
arrive
at
an
aggregate
equity
value
conclusion
for
FortuNet,
we
added
cash
and
the
face
value
of
investment
securities
(auction
rate
securities)
to
the
concluded
enterprise
value.
The
result
was
an
aggregate
equity
value
for
FortuNet
of
$21.95
million
to
$25.25
million,
with
a
midpoint
of
$23.40
million.
This
results
in
a
concluded
per
share
value
range
for
FortuNet
of
$1.99
to
$2.28,
with
a
midpoint
of
$2.12.
Valuation Conclusions
Offer Price
($ in thousands)
Low
Midpoint
High
Discounted Cash Flow Analysis
$14,250
$15,300
$17,150
Market Approach
$16,300
$18,150
$20,000
Enterprise Value Conclusion
$15,300
$16,750
$18,600
$18,222
3,650
3,650
3,650
3,650
3,000
3,000
3,000
3,000
Equity Value
$21,950
$23,400
$25,250
$24,872
per share -
11,054,011 fully diluted shares
$1.99
$2.12
$2.28
$2.25
Implied Multiples (Excluding Public Costs)
2
2010 EBITDA
$4,647
3.3x
3.6x
4.0x
3.9x
2010 EBIT
$2,332
6.6x
7.2x
8.0x
7.8x
3
$1,632
9.4x
10.3x
11.4x
11.2x
Implied Multiples (Including Public Costs)
2
2010 EBITDA
$4,163
3.7x
4.0x
4.5x
4.4x
2010 EBIT
$1,848
8.3x
9.1x
10.1x
9.9x
3
$1,294
11.8x
12.9x
14.4x
14.1x
12/31/2009 estimated balance sheet provided by Management.
2
Public costs include accounting, legal, and professional services, directors fees and other public company related costs.  Public costs were estimated by management
at $484k for 2010.
3
Represents
tax-effected
operating
income,
excluding
interest
and
investment
income.
Cash
and
investment
securities
excluded
from
the
P/E
multiple
calculation.
Plus:
Cash
and
Cash
Equivalents
Plus:
Investment
Securities
(Long-Term)
2010
Net
Income
2010
Net
Income


Appendix


A.
Premiums Paid Analysis


28
Premiums Paid Analysis
Premiums Paid Analysis
Going private transactions where the majority shareholder purchases the remaining outstanding shares reflects 70 transactions. 
Public-to-private transactions reflects 676 transactions.
Premiums Paid Analysis -
Going Private Transactions -
Last 5 Years
Majority Shareholder Purchases
Remaining Outstanding Shares
Public-to-Private Transactions
One-Day Before
Announcement Date %
One-Week Before
Announcement Date %
Four-Weeks Before
Announcement Date %
One-Day Before
Announcement Date %
One-Week Before
Announcement Date %
Four-Weeks Before
Announcement Date %
Overall
Median
17.1%
17.9%
24.0%
19.9%
21.8%
24.7%
Overall
Mean
25.9%
26.1%
39.1%
33.9%
34.2%
39.0%
Fortunet
Implied $2.25 Offer Premiums
75.8%
71.8%
84.4%
75.8%
71.8%
84.4%
Notes:
Transactions announced, closed, or effective from 12/31/2004 1/12/2010
Source: Capital IQ


29
Premiums Paid Analysis
Premiums Paid Analysis - Controlling Interest Transactions
2005
2006
2007
2008
2009
FortuNet
Median Premiums Including Discounts
Median Premium
One-Day Before Announcement Date %
16.5%
728
17.0%
975
16.8%
1154
24.8%
775
24.6%
673
75.8%
One-Week Before Announcement Date %
18.7%
729
19.7%
978
19.3%
1154
28.3%
777
26.9%
673
71.8%
Four-Weeks Before Announcement Date %
23.8%
731
23.7%
979
22.8%
1157
27.8%
778
35.5%
673
84.4%
Median Premiums Excluding Discounts
Median Premium
One-Day Before Announcement Date %
20.5%
623
20.8%
841
20.8%
981
31.6%
643
35.0%
542
75.8%
One-Week Before Announcement Date %
22.9%
634
23.4%
854
23.9%
984
36.4%
637
37.8%
543
71.8%
Four-Weeks Before Announcement Date %
28.1%
635
26.8%
979
28.3%
985
38.3%
625
45.3%
555
84.4%
Notes:
Figures in red represent number of transactions included.
Source: Capital IQ


B.
Hypothetical Liquidation Analysis


31
Hypothetical Liquidation Analysis
Note:  Assumptions provided by Company Management.
Liquidation Analysis
Assets
9/30/2009
Balance Sheet
Net
Realizable
Value
Value
Cash and cash equivalents
$3,449
100.0%
$3,449
Accounts receivable
1,256
100.0%
$1,256
Refundable income taxes
633
100.0%
$633
Inventories
2,198
25.0%
$550
Prepaid expenses
150
0.0%
$0
Property and equipment
2 Printing presses
2,000
25.0%
$500
Units
2,819
50.0%
$1,410
Total property and equipment
4,819
39.6%
$1,910
Investment securities (long-term)
3,050
80.0%
$2,440
Other assets
28
0.0%
$0
Deferred tax asset
874
50.0%
$437
Total Assets
16,457
64.9%
$10,674
Liabilities
Accounts payable
186
100.0%
$186
Commissions payable
116
100.0%
$116
Accrued expenses
313
100.0%
$313
Total Liabilities
614
$614
Liquidation Costs
Employee Costs
$900
Lease Costs
$950
Legal and other liquidation costs
$200
Less:  Liquidation costs
$2,050
Liquidation Value
$8,010