SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 19, 2002

ALLIANCE GAMING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada
(State or other
jurisdiction of
incorporation) 0-4281
(Commission File
Number) 88-0104066
(I.R.S. Employer
Identification No.)

6601 South Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 270-7600

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

FORM 8-K/A
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
INDEPENDENT AUDITORS’ REPORT
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
COMBINED BALANCE SHEETS
December 31, 2001 (In 000’s)
COMBINED STATEMENTS OF OPERATIONS
COMBINED STATEMENTS OF OPERATIONS
Notes to Unaudited Pro Forma Condensed Combined Financial Information
SIGNATURE

ALLIANCE GAMING CORPORATION

FORM 8-K/A

           On March 19, 2002, Alliance Gaming Corporation (“Alliance”) completed the acquisition of Advanced Casino Systems Corporation (“Advanced Casino”). ACSC Acquisitions, Inc., an indirect wholly owned subsidiary of Alliance, purchased all of the issued and outstanding capital stock of Advanced Casino from PPI Corporation, a wholly owned subsidiary of Greate Bay Casino Corporation, for a total purchase price of $14.6 million, or $8.5 million net of the cash on hand at Advanced Casino. On April 3, 2002, Alliance filed with the Securities and Exchange Commission a Current Report on Form 8-K reporting the completion of the acquisition.

           This Amendment No. 1 to Current Report on Form 8-K has been filed to provide the Financial Statements and Pro Forma Financial Information required pursuant to Items 7(a)(1) and (b)(1) of Form 8-K.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

(a)       Financial Statements of Business Acquired.

INDEPENDENT AUDITORS’ REPORT

Advanced Casino System Corporation

We have audited the accompanying balance sheets of Advanced Casino Systems Corporation as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in shareholder’s equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Advanced Casino Systems Corporation as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
Dallas, Texas
February 22, 2002

ADVANCED CASINO SYSTEMS CORPORATION
BALANCE SHEETS

ASSETS

			December 31,
			2001			2000
Current Assets:
	Cash		$	6,754,000		$	3,576,000
	Temporary cash investment			100,000			100,000
	Accounts receivable, net of allowance of $8,000 in 2001 and $20,000 in 2000			4,512,000			1,293,000
	Inventories			774,000			520,000
	Due from affiliates			197,000			301,000
	State income taxes receivable			12,000			22,000
	Deferred income taxes			110,000			72,000
	Costs and estimated earnings in excess of billings			350,000			340,000
	Refundable deposits and other current assets			296,000			505,000
		Total current assets		13,105,000			6,729,000
Operating Equipment				1,232,000			913,000
	Less — accumulated depreciation and amortization			(781,000	)		(578,000	)
		Net operating equipment		451,000			335,000
Other Assets:
	Asset held for sale			70,000			—
	Deferred income taxes			71,000			8,000
		Total other assets		141,000			8,000
			$	13,697,000		$	7,072,000

3

ADVANCED CASINO SYSTEMS CORPORATION
BALANCE SHEETS

LIABILITIES AND SHAREHOLDER’S EQUITY

			December 31,
			2001		2000
Current Liabilities:
	Current maturity of obligation under capital lease		$	69,000	$	—
	Accounts payable			2,293,000		1,743,000
	Accrued liabilities - Salaries and wages			596,000		261,000
		Other		32,000		27,000
	Unearned revenues			2,264,000		2,407,000
	Due to affiliates			429,000		410,000
	Other current liabilities			116,000		20,000
		Total current liabilities		5,799,000		4,868,000
Obligation under capital lease				130,000		—
Commitments (Note 6)
Shareholder’s Equity:
	Common stock, $1 par value per share; 1,000 shares authorized; 1,000 shares issued and outstanding			1,000		1,000
	Additional paid in capital			491,000		491,000
	Retained earnings			7,276,000		1,712,000
		Total shareholder’s equity		7,768,000		2,204,000
			$	13,697,000	$	7,072,000

4

ADVANCED CASINO SYSTEMS CORPORATION
STATEMENTS OF OPERATIONS

			Year Ended December 31,
			2001			2000			1999
System Sales and Support Revenues:
	Third party		$	34,347,000		$	10,893,000		$	4,590,000
	Affiliates			1,682,000			3,228,000			1,355,000
		Total revenues		36,029,000			14,121,000			5,945,000
Expenses:
	Cost of sales:
		Third party		13,700,000			4,648,000			2,050,000
		Affiliates		762,000			1,375,000			578,000
	Other operating expenses:
		System development and support services		7,291,000			3,749,000			2,363,000
		Marketing		1,519,000			1,211,000			409,000
		General and administrative		3,247,000			1,915,000			1,457,000
		Write down of asset held for sale		138,000			—			—
		Depreciation		248,000			181,000			181,000
		Total expenses		26,905,000			13,079,000			7,038,000
		Income (loss) from operations		9,124,000			1,042,000			(1,093,000	)
Non-operating income:
	Interest income			168,000			93,000			28,000
	Interest expense			(25,000	)		—			—
		Total non-operating income		143,000			93,000			28,000
Income (loss) before income taxes				9,267,000			1,135,000			(1,065,000	)
Income tax (provision) benefit				(3,703,000	)		(528,000	)		501,000
Net income (loss)			$	5,564,000		$	607,000		$	(564,000	)

5

ADVANCED CASINO SYSTEMS CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

					Additional
					Paid-In		Retained
	Common Stock				Capital		Earnings
	Shares		Amount
BALANCES, January 1, 1999		1,000	$	1,000	$	—	$	1,669,000
Net loss		—		—		—		(564,000	)
BALANCES, December 31, 1999		1,000	$	1,000	$	—	$	1,105,000
Capital contribution		—		—		491,000		—
Net income		—		—		—		607,000
BALANCES, December 31, 2000		1,000	$	1,000	$	491,000	$	1,712,000
Net income		—		—		—		5,564,000
BALANCES, December 31, 2001		1,000	$	1,000	$	491,000	$	7,276,000

6

ADVANCED CASINO SYSTEMS CORPORATION
STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2001			2000			1999
OPERATING ACTIVITIES:
	Net income (loss)		$	5,564,000		$	607,000		$	(564,000	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation		248,000			181,000			181,000
		Provision for doubtful accounts		8,000			20,000			28,000
		Write down of asset held for sale		138,000			—			—
		Deferred income tax provision		(101,000	)		38,000			58,000
		Increase in receivables		(3,123,000	)		(1,045,000	)		(250,000	)
		Increase (decrease) in accounts payable and other accrued liabilities		890,000			1,090,000			(662,000	)
Net change in other current assets and liabilities				(73,000	)		2,237,000			(344,000	)
		Net cash provided by operating activities		3,551,000			3,128,000			(1,553,000	)
INVESTING ACTIVITIES:
	Purchases of operating equipment			(322,000	)		(184,000	)		(51,000	)
	Temporary cash investment			—			(100,000	)		—
		Net cash used in investing activities		(322,000	)		(284,000	)		(51,000	)
FINANCING ACTIVITIES:
	Payments of capital lease obligation			(51,000	)		—			—
	Borrowing from affiliate			—			—			477,000
		Net cash (used in) provided by financing activities		(51,000	)		—			477,000
		Net increase (decrease) in cash		3,178,000			2,844,000			(1,127,000	)
		Cash at beginning of year		3,576,000			732,000			1,859,000
		Cash at end of year	$	6,754,000		$	3,576,000		$	732,000

7

ADVANCED CASINO SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS

(1) Organization and Business

           Advanced Casino Systems Corporation (“ACSC”), a Delaware corporation, is engaged in the development, installation and maintenance of casino systems. ACSC was a wholly owned subsidiary of PPI Corporation, which in turn is a wholly owned subsidiary of Greate Bay Casino Corporation (“GBCC”).

           On December 28, 2001, GBCC and three of its wholly owned subsidiaries, PPI Corporation, PCPI Funding Corp. and PPI Funding Corp., filed voluntary petitions for protection under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware together with a joint disclosure statement and a joint Chapter 11 Plan.

           ACSC has installed or is currently installing its systems at 20 non-affiliated casino properties. ACSC has continuing license and maintenance agreements with and provides consulting services and sells parts and hardware to these information technology customers. In addition to non-affiliated casino properties, ACSC also licenses its casino information technology systems to HCC’s casino facilities (see Note 4).

(2) Summary of Significant Accounting Policies

           The significant accounting policies followed in the preparation of the accompanying financial statements are discussed below. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

           Revenue Recognition

           Revenue is generally recognized when all significant contractual obligations have been satisfied and collection is reasonably assured. Revenue from hardware and inventory sales is recognized upon delivery and acceptance. Revenues from services are recognized upon performance.

           Certain of ACSC’s sales of software to third parties are pursuant to agreements which specify modifications to be made, require on-going vendor support or provide for other specialized terms and conditions. In recognizing revenue under such agreements, ACSC has adopted and complies with the reporting requirements of Statement of Position 97-2, “Software Revenue Recognition” (“SOP 97-2”) issued by the American Institute of Certified Public Accountants. The provisions of SOP 97-2 require, among other things, that revenue from software sales that do not require significant production, modification or customization be recognized when evidence of an arrangement exists, delivery has occurred, the fee is fixed as determinable and collectability is probable. Software sales for which significant modifications are required are recognized under a percentage-of-completion method based on costs incurred to date compared with total estimated costs. Profit estimates on such contracts are reviewed periodically whenever there is a change in facts or circumstances. Any losses on a contract would result in the full amount of the loss being recognized immediately.

           Costs and estimated earnings in excess of billings on contracts in progress represents recoverable costs and the estimated profit thereon which have not yet been billed to the customer. Unearned revenues represent deposits or prepayments received from customers for services yet to be performed. Such advance payments are applied over the lives of the contracts.

           Temporary Cash Investment

           Temporary cash investment is comprised of a certificate of deposit that matures in November 2002.

8

ADVANCED CASINO SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

           Allowance for Doubtful Accounts -

           The allowance for doubtful accounts is maintained at a level considered adequate to provide for possible future losses. Provisions for doubtful accounts amounting to $8,000 and $20,000 were made during 2001 and 2000, respectively.

           Inventories

           Inventories are stated at the lower of cost (on a first-in, first-out basis) or market.

           Operating Equipment

           Operating equipment is recorded at cost and is being depreciated utilizing the straight-line method over estimated useful lives of three to 15 years.

           Asset Held for Sale

           Operating equipment acquired under a capital lease arrangement (see Note 6) is no longer in use and is being marketed to third parties. The carrying amount of $70,000 as shown on the accompanying balance sheet at December 31, 2001 represents management’s best estimate of the realizable value of the asset. ACSC incurred a loss from the write down to estimated realizable value of $138,000 during the year ended December 31, 2001.

           Income Taxes

           ACSC is included in the consolidated federal income tax return of GBCC. ACSC’s provision for federal income taxes is based on the amount of tax that would be provided if a separate federal income tax return were filed.

           Recent Accounting Pronouncement

           In July 2001, the Financial Accounting Standards Board issued Statement No. 141, “Business Combinations” (“SFAS 141”) and Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 141 requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001. SFAS 142 establishes new standards for goodwill acquired in a business combination and requires that goodwill and other intangible assets be periodically reviewed for impairment rather than being amortized. SFAS 142 is effective for fiscal years beginning after December 15, 2001 with earlier application permitted. ACSC does not expect the adoption of SFAS 142 to have a material effect on its financial statements.

           The Financial Accounting Standards Board issued Statement No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”) in August 2001 and Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”) in October 2001. SFAS 143 addresses reporting for obligations associated with the retirement of tangible long-lived assets and the related asset retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. SFAS 144 supercedes earlier guidance with respect to such accounting and is effective for fiscal years beginning after December 15, 2001. ACSC does not expect the adoption of SFAS 143 and SFAS 144 to have a material effect on its financial statements.

9

           Income Taxes

           Components of ACSC’s (provision) benefit for income taxes consist of the following:

		Year Ended December 31,
		2001			2000			1999
Federal income tax (provision) benefit:
	Current	$	(2,906,000	)	$	(391,000	)	$	445,000
	Deferred		74,000			(30,000	)		(31,000	)
State income tax (provision) benefit:
	Current		(898,000	)		(99,000	)		114,000
	Deferred		27,000			(8,000	)		(27,000	)
		$	(3,703,000	)	$	(528,000	)	$	501,000

           ACSC paid federal income tax payments under its intercompany tax allocation agreement totaling $2,895,000, $0, and $81,000 during the years ended December 31, 2001, 2000 and 1999, respectively. Total state income taxes paid by ACSC amounted to $802,000, $14,000, and $134,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

           A reconciliation between the calculated tax (provision) benefit on income based on the statutory rates in effect and the effective tax rates follows:

	Year Ended December 31,
	2001			2000			1999
Calculated income tax provision	$	(3,151,000	)	$	(386,000	)	$	362,000
State taxes, net of federal effect		(575,000	)		(69,000	)		57,000
Other		23,000			(73,000	)		82,000
Tax provision as shown on statement of operations	$	(3,703,000	)	$	(528,000	)	$	501,000

           Deferred taxes are computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted tax rates. Deferred income taxes result primarily from the use of the allowance method rather than the direct write-off method for doubtful accounts, the use of accelerated methods of depreciation for federal income tax purposes and differences in the timing of deductions taken between tax and financial reporting purposes for other accruals.

           The components of the net deferred tax asset on the accompanying balance sheets are as follows:

	Year Ended December 31,
	2001		2000
Deferred tax assets:
Liabilities and accruals	$	107,000	$	72,000
Write down of assets		55,000		—
Other		19,000		8,000
	$	181,000	$	80,000

10

ADVANCED CASINO SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

           Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”) requires that the tax benefit of deferred tax assets resulting from temporary differences be recorded as an asset and, to the extent that management can not assess that the utilization of such asset is more likely than not, a valuation allowance should be recorded. ACSC earned taxable income in 2001 and anticipates sufficient taxable income in future years to enable it to realize its remaining net deferred tax asset of $181,000. Accordingly, no valuation allowance has been provided.

           Receivables and payables to PPI Corporation in connection with the aforementioned tax allocation agreements at December 31, 2001 and 2000 are as follows:

	December 31,
	2001			2000
Deferred income taxes — current	$	85,000		$	59,000
Deferred income taxes — noncurrent		55,000			7,000
Due to affiliates		(402,000	)		(391,000	)

(3) Regulatory Matters

           Because the casino industry is highly regulated at the state level, ACSC is required to be licensed in order to provide services to casino operators in most jurisdictions. Generally, licensing requires that ACSC and its officers, including officers of GBCC, be investigated and found suitable by state authorities. In addition, ACSC must meet periodic reporting requirements and provide other information to state authorities as requested. The suspension or revocation of a license could materially impact ACSC’s ability to carry on its business activities.

(4) Leases

           Capital lease

           During 2001, ACSC acquired certain equipment under a capital lease. The lease has an effective annual interest rate of 13.4% and expires in February 2004. ACSC’s obligations under the lease agreement are secured by the equipment as well as by a $100,000 irrevocable line of credit during the term of the lease. The line of credit, which is subject to renewal in May 2002, is collateralized by ACSC’s $100,000 temporary cash investment. Additionally, ACSC is required to provide the lessor with periodic financial reports and other financial information. ACSC has also entered into a purchase agreement to acquire the equipment upon written notice from the lessor at a cost of $37,000 no earlier than 30 days prior to the expiration of the lease term. The asset under capital lease is no longer in use and is reflected as asset held for sale at an estimated net realizable value of $70,000 on the accompanying balance sheet at December 31, 2001 (see Note 1). Amortization expense with respect to this asset amounted to $42,000 during the year ended December 31, 2001.

           Future minimum lease payments under the capital lease obligation as of December 31, 2001 are as follows:

2002	$	91,000
2003		91,000
2004		53,000
Total minimum lease payments		235,000
Less amount representing interest		(36,000	)
Present value of future minimum lease payments		199,000
Current capital lease obligation		(69,000	)
Long-term capital lease obligation	$	130,000

           Operating Leases

11

ADVANCED CASINO SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

           ACSC leases office space and operating equipment under lease agreements accounted for as operating leases. The lease agreements expire at various dates through the year 2005 and several contain automatic renewals unless notice of termination is given. Total rental expense amounted to $595,000, $442,000, and $386,000 during the years ended December 31, 2001, 2000, and 1999, respectively.

           Future minimum lease payments as of December 31, 2001 under operating leases having an initial or remaining non-cancelable lease term in excess of one year are as follows:

2002	$	249,000
2003		75,000
2004		11,000
2005		5,000
	$	340,000

(5) Supplemental Cash Flow Information

           ACSC paid no interest during the years ended December 31, 2001, 2000, and 1999.

           During 2001, ACSC entered into a capital lease obligation for certain operating equipment in the original amount of $250,000 (see Note 6).

           During June 2000, the Board of Directors of PPI Corporation approved the offset of a portion of certain outstanding short-term advances made by PPI Corporation to ACSC against $401,000 of current estimated federal income taxes due to ACSC as of December 31, 1999 under the intercompany tax allocation agreement. In addition, the Board of Directors approved the contribution as additional paid-in capital of the remaining short-term advances outstanding in the amount of $491,000. Both transactions are excluded from the accompanying statement of cash flows for the year ended December 31, 2000 as non-cash transactions.

(6) Major Customers

           ACSC’s computer service revenues are derived primarily from either system installation contracts or from sales to affiliates. Systems installation contracts generally require an extended period of time to complete and represent significant, but nonrecurring revenue earned from a given customer. Upon completion of an installation, ACSC may continue to recognize service or maintenance revenues from the customer at a much reduced amount. The following table demonstrates ACSC’s dependence on installation contracts and on sales to affiliates:

	Year Ended December 31,
	2001			2000			1999
Total percentage of period revenues attributable to installation contracts		75.6	%		60.9	%		61.3	%
Percentages of period revenues attributable to affiliate sales		4.7	%		22.9	%		22.8	%

(7) Disclosures about Fair Value of Financial Instruments

           The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

           Cash –

                  The carrying amount equals fair value.

           Temporary cash investment –

12

ADVANCED CASINO SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

           The carrying amount approximates fair value because of the short maturity of this instrument.

           The estimated carrying amounts and fair values of ACSC’s financial instruments are as follows:

		December 31, 2001				December 31, 2000				December 31, 1999
		Carrying				Carrying				Carrying
		Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
Financial Assets:
	Cash	$	6,754,000	$	6,754,000	$	3,576,000	$	3,576,000	$	732,000	$	732,000
	Temporary cash investment		100,000		100,000		100,000		100,000		892,000		892,000

(8) Reclassification

           Certain reclassifications have been made to the prior year’s financial statements to conform to the 2001 financial statement presentation.

(9) Subsequent Event (unaudited)

           On March 19, 2002, Greate Bay Casino Corporation, parent corporation of PPI, completed the sale of ACSC to Bally Gaming, Inc., a wholly owned subsidiary of Alliance Gaming Corporation, for $14.6 million as part of Greate Bay Casino Corporation’s Chapter 11 plan.

13

(b) Pro Forma Financial Information.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

           The following Unaudited Pro Forma Condensed Combined Balance Sheet presents the financial position of the Alliance Gaming Corporation (the “Company”) assuming the acquisition of Advance Casino Systems Corporation (“ACSC”) occurred on December 31, 2001. Adjustments necessary to reflect this assumption and to restate the historical balance sheet of the Company are presented in the Adjustment column, and are further described in the Notes to Unaudited Pro Forma Condensed Combined Financial Information.

           The Unaudited Pro Forma Condensed Combined Statements of Operations present results of operations of the Company assuming the Acquisition of ACSC occurred at the beginning of the relevant period. Adjustments necessary to reflect the Acquisition and to restate the historical results of operations are presented in the Adjustments and are further described in the Notes to Unaudited Pro Forma Condensed Combined Financial Information.

           The historical unaudited financial information for Alliance is derived from the consolidated financial statement of the Company for the year ended June 30, 2001, which have been audited by Arthur Andersen LLP, independent accountants, and the unaudited financial statements of Alliance for the six-month period December 31, 2001. The historical unaudited financial information for ACSC is derived from the unaudited financial statements of ACSC for the respective periods.

           The following information does not purport to present the financial position or results of operations of the Company had the acquisition and events associated therewith occurred on the dates specified, nor is it necessary indicative of the results of operations of the Company as they may be in the future or as they might have been has the Acquisition been consummated on the dates shown. The Unaudited Pro Forma Condensed Combined Financial Information is based on certain assumptions and adjustments described in the Notes to Unaudited Pro Forma Condensed Combined financial Statements and should be read in conjunction therewith.

           The Adjustments are based upon preliminary estimates and certain assumptions that management of the Company believes are reasonable in the circumstances. Final amounts could differ from those set forth below. In the opinion of management, all adjustments have been made that are necessary to present fairly the pro forma financial information.

14

COMBINED BALANCE SHEETS

December 31, 2001
(In 000’s)

		Alliance					Adjust-			Pro Forma
		Gaming			ACSC		ments			Combined
ASSETS
Current assets:
	Cash and cash equivalents	$	55,322		$	6,854	$	(14,600	) (a)	$	47,576
	Accounts and notes receivable, net		89,006			5,071		—			94,077
	Inventories, net		43,222			774		—			43,996
	Other current assets		11,856			406		—			12,262
	Total current assets		199,406			13,105		(14,600	)		197,911
Long-term notes receivable, net			2,327			—		—			2,327
Leased equipment, net			24,253			—		—			24,253
Property, plant and equipment, net			91,569			451		—			92,020
Excess of costs over net assets of acquired businesses, net			50,778			—		14,600	(a)
								(7,768	)(b)		57,610
Intangible assets, net			33,388			—		—			33,388
Deferred tax assets, net						12,24171		—			12,312
Other assets, net			3,732			70		—			3,802
		$	417,694		$	13,697	$	(7,768	)	$	423,623
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
	Accounts payable	$	21,289		$	2,722	$	—		$	24,011
	Accrued liabilities		52,738			2,892		—			55,630
	Current maturities of long-term debt		1,790			69		—			1,859
	Total current liabilities		75,817			5,683		—			81,500
Long term debt			341,632			130		—			341,762
Other liabilities			11,154			116		—			11,270
	Total liabilities		428,603			5,929		—			434,532
Minority interest			1,280			—		—			1,280
Commitments and contingencies Stockholders’ equity (deficiency):
	Series E Special Stock		12			—		—			12
	Common Stock		2,326			1		(1	)		2,326
	Treasury stock		(501	)		—		—			(501	)
	Additional paid-in capital		151,760			491		(491	)		151,760
	Accumulated other comprehensive income		(25,227	)		—		—			(25,227	)
	Retained earnings (accumulated deficit)		(140,559	)		7,276		(7,276	)		(140,559	)
	Total stockholders’ equity (deficiency)		(12,189	)		7,768		(7,768	) (b)		(12,189	)
		$	417,694		$	13,697	$	(7,768	)	$	423,623

See accompanying Unaudited note.

15

COMBINED STATEMENTS OF OPERATIONS

Twelve Months Ended June 30, 2001
(In 000’s)

		Alliance						Adjust-			Pro Forma
		Gaming			ACSC			ments			Combined
Revenues:
	Gaming equipment and systems	$	160,890		$	26,169		$	—		$	187,059
	Wall machines and amusement games		72,228			—			—			72,228
	Route operations		221,505			—			—			221,505
	Casino operations		73,499			—			—			73,499
			528,122			26,169			—			554,291
Costs and expenses:
	Cost of gaming equipment and systems		77,423			12,687			—			90,110
Cost of wall machines and amusement games			39,243			—			—			39,243
	Cost of route operations		178,103			—			—			178,103
	Cost of casino operations		32,541			—			—			32,541
	Selling, general and administrative		98,635			7,639			—			106,274
	Research and development		13,576			625			—			14,201
	Depreciation and amortization		27,745			181			—			27,926
	Unusual item		6,489			—			—			6,489
			473,755			21,132			—			494,887
Operating income			54,367			5,037			—			59,404
Other income (expense):
	Interest income		1,043			180			(292	)		(a)931
	Interest expense		(34,807	)		—			—			(34,807	)
	Minority interest		(2,165	)		—			—			(2,165	)
	Other, net		(181	)		(1	)		—			(182	)
Income before income taxes			18,257			5,216			(292	)		23,181
Income tax benefit (provision)			(611	)		(2,158	)		—			(2,769	)
Net income before extraordinary item			17,646			3,058			(292	)		20,412
Extraordinary loss, without tax benefit			(3,164	)		—			—			(3,164	)
Net income		$	14,482		$	3,058		$	(292	)	$	17,248
Basic earnings per share
	Income before extraordinary items	$	0.42								$	0.50
	Extraordinary loss		(.08	)								(.08	)
	Net Income	$	0.34								$	0.42
Diluted earnings per share
	Income before extraordinary items		0.42									0.48
	Extraordinary loss		(.08	)								(.08	)
	Net income	$	0.34								$	0.40

See accompanying unaudited note.

16

COMBINED STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2001
(In 000’s)

		Alliance						Adjust-			Pro Forma
		Gaming			ACSC			ments			Combined
Revenues:
	Gaming equipment and systems	$	96,792		$	19,116		$	—		$	115,908
	Wall machines and amusement games		38,123			—			—			38,123
	Route operations		109,564			—			—			109,564
	Casino operations		35,786			—			—			35,786
			280,265			19,116			—			299,381
Costs and expenses:
	Cost of gaming equipment and systems		42,395			7,563			—			49,958
	Cost of wall machines and amusement games		20,613			—			—			20,613
	Cost of route operations		86,779			—			—			86,779
	Cost of casino operations		16,201			—			—			16,201
	Selling, general and administrative		56,477			5,566			—			62,043
	Research and development		7,499			332			—			7,831
	Depreciation and amortization		15,040			153			—			15,193
			245,004			13,614			—			258,618
Operating income			35,261			5,502			—			40,763
Other income (expense):
	Interest income		764			36			(146	) (a)		654
	Interest expense		(14,680	)		—			—			(14,680	)
	Minority interest		(868	)		—			—			(868	)
	Other, net		(12	)		(138	)		—			(150	)
Income before income taxes			20,465			5,400			(146	)		25,719
Income tax benefit (provision)			(221	)		(2,156	)		—			(2,377	)
Net income		$	20,244		$	3,244		$	(146	)	$	23,342
Basic earnings per share		$	0.46								$	0.53
Diluted earnings per share		$	0.44								$	0.51

See accompanying unaudited note.

17

Notes to Unaudited Pro Forma Condensed Combined Financial Information

           Adjustments:

(a)	As the purchase of all outstanding shares of ACSC was made with available cash, the interest income that could have been earned on those invested funds has been deducted, using a rate of 2%.
(b)	To reflect the elimination of the ACSC equity using the “push down” method of accounting. The assets acquired are believed to have book values approximating fair value.

(c) Exhibits.

None.

18

SIGNATURE

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

	ALLIANCE GAMING CORPORATION
Dated: May 10, 2002
	By:	/s/ MARK LERNER Mark Lerner Vice President and Secretary

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