-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WcnavcAXomizc4GQucepXYIOfs5kRwC2OsxH4c7EBdLGhLyl/teozP8Q82/ZL/OL agPr/LFrYukmwQAcvje0aA== 0001104659-07-079380.txt : 20071102 0001104659-07-079380.hdr.sgml : 20071102 20071102170759 ACCESSION NUMBER: 0001104659-07-079380 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALLY TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0000002491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880104066 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31558 FILM NUMBER: 071211486 BUSINESS ADDRESS: STREET 1: 6601 S. BERMUDA RD. CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7028967700 MAIL ADDRESS: STREET 1: 6601 S. BERMUDA RD. CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE GAMING CORP DATE OF NAME CHANGE: 19950104 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAMING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19890206 8-K 1 a07-28259_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):     October 29, 2007

 

 

BALLY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

 

 

 

 

Nevada

0-4281

88-0104066

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

 

 

6601 S. Bermuda Rd.
Las Vegas, Nevada
(Address of principal executive offices)

 

89119
(Zip Code)

 

Registrant’s telephone number, including area code:  (702) 584-7700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 2.02                                             Results of Operations and Financial Conditions.

 

On November 1, 2007, Bally Technologies, Inc. (the “Company”), issued a press release (the “Release”) announcing, among other things, the Company’s preliminary results for the fiscal quarter and year ended June 30, 2007, and provided financial guidance for the fiscal year ended June 30, 2008.  A copy of the Release is attached hereto as Exhibit 99.1 and the portions thereof announcing the Company’s preliminary results for the fiscal quarter and year ended June 30, 2007 are incorporated herein by reference.

 

Item 4.02(a)                               Non-Reliance on Previously Issued Financial Statements

 

Subsequent to the issuance of the Company’s consolidated financial statements for the year ended June 30, 2006, and in connection with the year-end closing process for fiscal 2007,  the Company determined that certain adjustments were required to be made for corrections of errors in its previously issued consolidated financial statements for the years ended June 30, 2006 and 2005, and certain periods within such years. On October 29, 2007, after consultation with the Company’s management, the Company’s Board of Directors determined that a restatement of the consolidated financial statements for the affected periods was required. The restatement related to:

 

                  Certain expenses that had been reported in prior periods as selling, general and administrative expenses, depreciation and amortization expense and other expenses which should have been recorded either as cost of sales or as contra-revenue;

 

                  Certain promotional expenses, representing coupons redeemable for cash incentives, should have been presented as an offset against casino operations revenue in accordance with Emerging Issue Task Force (“EITF”) Issue No. 00-22, Accounting For “Points” and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers For Free Products or Services to be Delivered in the Future, and EITF Issue No. 01-09, Accounting For Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products);

 

                  Additions to leased gaming equipment previously reported as cash used in investing activities in the Company’s consolidated statements of cash flows for the years ended June 30, 2006 and 2005 should have been presented as a change in inventory under cash used in operating activities; and

 

                  Certain sales sourced from the United States directly to foreign customers were included in revenue and operating income (loss) attributable to the United States geographic region and should have been classified as Europe or Other Foreign based on the location of the customer.

 

As a result of these and other immaterial errors, our condensed consolidated statements of operations and statements of cash flows for the years ended June 30, 2006 and 2005 and for each of the quarterly periods in these years (as previously restated) will be restated in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and Annual Report on Form 10-K for the fiscal year ended June 30, 2007, from the amounts previously reported. The restatement had no effect on the consolidated balance sheets, the statements of stockholders’ equity or reported net income (loss) for any period.

 

 

The Audit Committee of the Company has discussed the matters set forth above with the Company’s independent registered public accounting firm, Deloitte & Touche LLP.

 

The effects of the restatement are discussed in greater detail in the Release.  A copy of the Release is attached hereto as Exhibit 99.1 and the portions thereof related to the restatement are incorporated herein by reference.

 

2


 


 

Item 9.01.              Financial Statements and Exhibits.

 

(d)   Exhibits

 

                99.1         Press release issued by the Company, dated November 1, 2007.

 

 

3



 

SIGNATURES

 

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.

 

 

BALLY TECHNOLOGIES, INC.

 

 

 

By:

/s/ Robert C. Caller

 

 

Robert C. Caller

 

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

Dated: November 2, 2007

 

 

 

 

4


 

EX-99.1 2 a07-28259_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Investor Contact: Robert Caller

 

Media Contact: Marcus Prater

(702) 584-7982

 

(702) 584-7828

rcaller@ballytech.com

 

mprater@ballytech.com

 

 

BALLY TECHNOLOGIES ANNOUNCES FISCAL 2007 RESULTS

 

LAS VEGAS, Nov. 1, 2007 — Bally Technologies, Inc. (NYSE: BYI) announced today diluted earnings per share (“Diluted EPS”) for the fiscal year ended June 30, 2007, of $0.40 and revenue of $682.3 million.

 

The Company’s Chief Executive Officer, Richard M. Haddrill, commented, “Our fourth quarter fiscal 2007 financial results are beginning to reflect the improved financial and operational strength of Bally. In addition to a 31 percent increase in total revenue, we are pleased with our progress on margins, especially the 41 percent in game sale margins. We expect this momentum will continue to drive improved performance into fiscal 2008.”

 

The Company also announced it expects to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2007 (“2007 Form 10-K”) and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 (collectively, the “Filings”) with the Securities and Exchange Commission on Friday, Nov. 2, 2007.

 

Fiscal 2007 Fourth Quarter Highlights

 

 

Total revenue increased to $202.4 million as compared with $154.9 million for the same period of the prior year, an increase of 31 percent.

 

Earnings were $18.5 million as compared with a loss of $12.0 million in the fourth quarter of last year.

 

Earnings per fully diluted share were $0.33 as compared with a fully diluted loss per share of $0.23 in the prior year.

 

Earnings per fully diluted share adjusted for share-based compensation (“Adjusted EPS”) were $0.37 compared with a $0.19 loss per share in the prior year.

 

Gaming Equipment revenues increased to $104.7 million from $71.5 million in the prior year, an increase of 46 percent.

 

The margin for gaming equipment sold increased to 41 percent for the fourth quarter from 35 percent in the third quarter of fiscal 2007.

 

The Company sold 7,241 new units as compared with 5,523 in the prior year, an increase of 31 percent.

 



 

 

Gaming Operations revenue increased to $50.6 million from $44.7 million in the third quarter of fiscal 2007, a sequential increase of 13 percent.

 

Gaming Operations revenue increased by 40 percent from $36.1 million in the prior year.

 

Revenues from the Company’s casino operations in Vicksburg, Miss., were $11.6 million as compared with $11.1 million in the prior period, an increase of 5 percent.

 

Fiscal 2007 Highlights

 

 

Total revenue increased to $682.3 million for the year as compared with $541.6 million in the prior year, an increase of 26 percent.

 

Net income increased to $22.3 million in the current year from a net loss of $46.1 million in the prior year.

 

Earnings per fully diluted share were $0.40 compared to a fully diluted loss per share of $0.88 in the prior year.

 

Earnings per fully diluted share adjusted for share-based compensation were $0.58 compared to a $0.72 loss per share in the prior year.

 

Gaming Equipment revenues increased to $324.1 million from $225.1 in the prior year, an increase of 44 percent.

 

The Average Selling Price (“ASP”) of new units increased 24 percent to $12,617 in fiscal 2007 from $10,182 in the prior year.

 

The Company sold 21,372 new units as compared with 17,887 in the prior year, an increase of 19 percent.

 

The margin for gaming equipment sold increased to 36 percent for fiscal 2007 as compared with 19 percent in the prior year.

 

Gaming Operations revenue increased to $176.4 million in fiscal 2007 from $147.0 million in the prior year, or 20 percent.

 

Systems revenue increased to $134.1 million from $120.5 million in the prior year, an increase of 11 percent.

 

Revenues from the Company’s casino operations in Vicksburg, Miss., were $47.7 million as compared with $49.0 million in the prior year, a decrease of 3 percent.

 

Adjusted EBITDA was $138 million, as compared with $50 million in the prior year.

 

Cash and cash equivalents increased to $40.8 million from $16.4 million in the prior year.

 

Financial Review

 

Unaudited summary financial information for the Bally Gaming and Systems segment for the three months ended March 31, 2007 and 2006 and the three months ended June 30, 2007 and 2006 are presented below:

 


 


 

 

 

Three Months Ended March 31,

 

Three Months Ended June 30,

 

 

 

2007

 

%
Rev

 

2006

 

%
Rev

 

2007

 

%
Rev

 

2006

 

%
Rev

 

 

 

(in 000s)

 

Revenues

 

 

 

Gaming Equipment

 

$

86.7

 

53

%

$

63.5

 

45

%

$

104.7

 

55

%

$

71.5

 

50

%

Gaming Operations

 

44.7

 

28

%

38.6

 

27

%

50.6

 

26

%

36.1

 

25

%

Systems

 

30.8

 

19

%

38.7

 

28

%

35.4

 

19

%

36.2

 

25

%

Total revenues

 

$

162.2

 

100

%

$

140.8

 

100

%

$

190.7

 

100

%

$

143.8

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming Equipment

 

$

30.6

 

35

%

$

11.3

 

18

%

$

42.9

 

41

%

$

9.5

 

13

%

Gaming Operations

 

26.1

 

58

%

13.5

 

35

%

32.1

 

63

%

19.9

 

55

%

Systems

 

23.4

 

76

%

25.7

 

66

%

27.1

 

77

%

25.2

 

70

%

Total gross margin

 

$

80.1

 

49

%

$

50.5

 

36

%

$

102.1

 

54

%

$

54.6

 

38

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

$

41.8

 

26

%

$

37.7

 

27

%

$

45.1

 

24

%

$

42.6

 

30

%

Impairment charges

 

 

%

14.0

 

10

%

 

%

1.6

 

1

%

Research and development costs

 

12.5

 

8

%

12.2

 

9

%

13.5

 

7

%

11.9

 

8

%

Depreciation and amortization

 

5.2

 

3

%

4.9

 

3

%

4.3

 

2

%

4.7

 

3

%

Operating income (loss)

 

$

20.6

 

13

%

$

(18.3

)

(13

)%

$

39.2

 

21

%

$

(6.2

)

(4

)%

 

 

 

 

Three Months Ended
March 31,

 

Three Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Operating Statistics

 

 

 

 

 

 

 

 

 

New gaming devices sold

 

6,032

 

5,901

 

7,241

 

5,523

 

OEM units sold

 

 

324

 

 

121

 

New unit average selling price

 

$

12,984

 

$

9,082

 

$

12,596

 

$

10,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period installed base:

 

 

 

 

 

 

 

 

 

Wide-area and local-area progressives

 

1,389

 

1,837

 

1,343

 

1,622

 

Rental and daily-fee games

 

5,331

 

2,865

 

6,196

 

3,422

 

Lottery systems

 

7,736

 

8,023

 

7,791

 

4,300

 

Centrally determined systems

 

33,275

 

25,627

 

35,729

 

27,437

 

 

 

Gaming Equipment.  Gaming Equipment revenue increased to $86.7 million in the third quarter of fiscal 2007, a 37 percent increase from the same period of the prior year. Revenues for the fourth quarter increased to $104.7 million, a 46 percent increase over the prior year primarily as a result of:

 

                  An increase in new gaming device unit sales to 6,032 and 7,241 in the three months ended March 31, 2007 and June 30, 2007, respectively, as compared with 5,901 and 5,523 units, respectively, in the comparable periods of the prior year; and,

 

                  An increase in the ASP of new gaming units, excluding OEM sales, as a result of:

                  Low introductory pricing in the prior year related to the roll-out of devices based on the ALPHA OS platform;



 

                       Increased pricing on a number of products during the second quarter of fiscal 2007; and

                       Reduced discounts offered to our customers due to increased acceptance of our products.

 

Gaming Equipment Gross Margin:  Gaming Equipment gross margin increased to 35 percent and 41 percent, respectively, for the three month periods ended March 31 and June 30, 2007 from 18 percent and 13 percent, respectively, in the comparable periods of the prior year, primarily as a result of:

 

                  A 43 percent and 18 percent increase in the ASP per unit for the three month periods ended March 31 and June 30, 2007, respectively;

 

                  Lower inventory charges in the current quarterly periods when compared to the prior year. Inventory charges were higher in fiscal 2006 as a result of the decision to move to a single platform and the related disposal of legacy products and inventory; and,

 

                  Manufacturing efficiencies due to increased volumes and lower manufacturing costs.

 

Gaming Operations.  Gaming Operations revenue increased $6.1 million, or 16 percent, for the three months ended March 31, 2007 and $14.5 million, or 40 percent, for the three months ended June 30, 2007 as compared with the prior year, primarily as a result of:

 

                  An increase of $12.7 million, or 66 percent, and $16.2 million, or 81 percent, for the March 31 and June 30 quarters, respectively, in participation and rental revenue derived from:

 

                  Our installed base of centrally determined games increased to 33,275 units as of March 31, 2007 and 35,729 units as of June 30, 2007 primarily due to games added in Washington,  Florida, Mexico, Texas and Wisconsin; and,

                  Our installed base of rental and daily fee games increased to 5,331 units as of March 31, 2007 and 6,196 units as of June 30, 2007. The net change was primarily due to the popularity of our Hot Shot Progressive product line with an installed base of 1,844 units at March 31, 2007 and 2,305 units at June 30, 2007; and

 

                  A decrease of $4.0 million, or 35 percent, in content license revenue in the three months ended March 31, 2007 when compared to the same period last year due to a decrease in lottery license revenue due to the removal of lottery systems in Iowa in May 2006 after a change in the state’s law; and,

 

                  A decrease in linked progressive revenue of $2.6 million and $1.6 million for the quarterly periods ended March 31 and June 30, 2007, respectively, due to a decrease in the installed base of games at June 30, 2007 as compared with June 30, 2006.

 

Gaming Operations  Gross Margin: Gross margin increased to 58 percent and 63 percent in the three months ended March 31, 2007 and June 30, 2007, respectively, from 35 percent and 55 percent, in the comparable periods last year, primarily as a result of:

 

                  A decrease in depreciation expense of $5.4 million in the three month period ended March 31, 2007 and an increase in depreciation expense of $0.2 million in the three month period

 



 

                        ended June 30, 2007 when compared with the same periods of last year.  A change in fiscal 2006 in the estimated useful life and salvage values for certain gaming equipment used in the Gaming Operations division resulted in an increase in depreciation expense charged to cost of gaming operations in the three months ended March 31, 2006; and,

 

                  A decrease of $2.1 million and $0.5 million in the three month periods ended March 31 and June 30, 2007, respectively, in expenses related to funding the progressive jackpot liability due to the decrease in the installed base of games and related revenue during the year.

 

Systems:  Systems revenue decreased $7.9 million, or 20 percent, in the quarter ended March 31, and $0.8 million, or 2 percent, in the quarter ended June 30, 2007.  During the six months ended June 30, 2007, the Systems division deferred a significant amount of revenue because it did not meet the criteria for revenue recognition.  Deferred revenue at June 30, 2007, which is primarily related to Systems, increased to $131.0 million from $87.3 million at Dec. 31, 2006.

 

Systems Gross Margin:  Systems gross margin increased to 76 percent and 77 percent in the three month periods ended March 31 and June 30, 2007, respectively, from 66 percent and 70 percent, respectively, in the same periods last year, primarily as a result of lower customer discounts.

 

Unaudited summary financial information for the Bally Gaming and Systems segment for the fiscal years ended June 30, 2007 and 2006 are presented below:

 

 

 

Year Ended June 30,

 

 

 

2007

 

% Rev

 

2006

 

% Rev

 

 

 

(dollars in millions)

 

Revenues

 

 

 

 

 

 

 

 

 

Gaming Equipment

 

$

324.1

 

51

%

$

225.1

 

46

%

Gaming Operations

 

176.4

 

28

%

147.0

 

30

%

Systems

 

134.1

 

21

%

120.5

 

24

%

Total revenues

 

634.6

 

100

%

492.6

 

100

%

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

 

 

 

 

 

 

 

Gaming Equipment

 

117.8

 

36

%

42.1

 

19

%

Gaming Operations

 

104.6

 

59

%

65.6

 

45

%

Systems

 

96.4

 

72

%

87.9

 

73

%

Total gross margin

 

318.8

 

50

%

195.6

 

40

%

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

169.0

 

27

%

146.1

 

30

%

Restructuring charges

 

 

%

 

%

Impairment charges

 

 

%

15.6

 

3

%

Research and development costs

 

51.9

 

8

%

45.1

 

9

%

Depreciation and amortization

 

18.1

 

3

%

19.4

 

4

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

79.8

 

13

%

$

(30.6

)

(6

)%

 


 


 

 

Year Ended June 30,

 

 

 

2007

 

2006

 

Operating Statistics:

 

 

 

 

 

New gaming devices sold

 

21,372

 

17,887

 

OEM units sold

 

1,605

 

771

 

New unit average selling price

 

$

12,617

 

$

10,182

 

 

 

 

 

 

 

End of period installed base:

 

 

 

 

 

 Wide-area and local-area progressives

 

1,343

 

1,622

 

 Rental and daily-fee games

 

6,196

 

3,422

 

 Lottery systems

 

7,791

 

4,300

 

 Centrally determined systems

 

35,729

 

27,437

 

 

Total revenues for the Bally Gaming Equipment and Systems segment increased $142.0 million, or 29 percent, in fiscal 2007, when compared with fiscal 2006, as a result of the following:

 

Gaming Equipment. Gaming Equipment revenue increased by $99.0 million, or 44 percent, primarily as a result of:

                  An increase in new gaming device sales to 21,372 units in fiscal 2007 as compared with 17,887 units in fiscal 2006; and,

                  An increase in the ASP per unit, excluding OEM sales, to $12,617 in fiscal 2007 as compared to $10,182 in fiscal 2006.  This was primarily the result of:

                  Low introductory pricing in the prior year related to the roll-out of devices based on the then new Alpha OS platform; and,

                  Increased pricing on a number of products during the second quarter of fiscal 2007 and reduced discounts offered to our customers due to increased acceptance of our products during the year.

 

Gaming Equipment Gross Margin: Gaming Equipment gross margin increased to 36 percent in fiscal 2007 from 19 percent, in the same period last year, primarily as a result of:

                  A 24 percent increase in the ASP per unit, excluding OEM sales;

                  A $4.0 million decrease in inventory write-downs in fiscal 2007 when compared with fiscal 2006. Inventory charges were higher in fiscal 2006 as a result of the decision to move to a single platform and the related disposal of legacy products and inventory;

                  An $11.4 million increase in parts and conversion kits revenue at higher margins in fiscal 2007 when compared with fiscal 2006; and

                  Manufacturing efficiencies due to increased volumes and lower manufacturing costs.

 



 

Gaming Operations. Gaming Operations revenue increased $29.4 million, or 20 percent, primarily as a result of:

                  An increase of $45.2 million, or 61 percent, in participation and rental revenue primarily as a result of:

 

                  Our installed base of centrally determined games increased 30 percent from 27,437 units as of June 30, 2006 to 35,729 units as of June 30, 2007 primarily due to games added in Washington,  Florida, Oklahoma, Texas and Wisconsin;

                  Our installed base of rental and daily fee games increased 81 percent from 3,422 units as of June 30, 2006 to 6,196 units as of June 30, 2007 primarily due to the popularity of our Hot Shot product line with a net increase of 1,810 units installed during the fiscal year; and,

                  Our installed base of lottery units increased 81 percent from 4,300 units as of June 30, 2006 to 7,791 units as of June 30, 2007 primarily due to additions of units at raceways connected to the New York Lottery.

 

                  A decrease of $5.3 million, or 15 percent, in content licenses in fiscal 2007 when compared to fiscal 2006 primarily due to a decrease in daily fees generated from domestic lottery customers due to the removal of lottery systems in Iowa in May 2006 after a change in the state’s law; and

                  A decrease in linked progressive revenue of $10.4 million, or 30 percent, due to a decrease in the installed base of games during the year.

Gaming Operations Gross Margin: Gross margin increased to 59 percent in fiscal 2007 from 45 percent in fiscal 2006 primarily as a result of:

                  A decrease in depreciation expense of $5.5 million in fiscal 2007 when compared with fiscal 2006. A change in fiscal 2006 in the estimated useful life and salvage values for certain gaming equipment used in the Gaming Operations division resulted in higher depreciation expense charged to cost of gaming operations in fiscal 2006; and,

                  A decrease of $9.8 million, or 64 percent, in expenses related to funding the progressive jackpot liability due to the decrease in the installed base of games and related revenue during the year.

Systems: Systems revenue increased $13.6 million, or 11 percent, primarily as a result of:

                  An increase in our gaming monitoring units installed base by 13 percent in fiscal 2007, when compared with fiscal 2006, and an increase in our systems managed cashless games by 32 percent in fiscal 2007, when compared with fiscal 2006; and

                  An increase of $5.8 million, or 20 percent, to $35.2 million in systems service and maintenance revenue in fiscal 2007, when compared with fiscal 2006, which is related to new and renewed contracts with customers.

 

Systems Gross Margin:  Systems gross margin decreased slightly to 72 percent in fiscal 2007 from 73 percent in fiscal 2006.

Selling, General and Administrative. Selling, general and administrative expense increased $22.9 million, or 16 percent, in fiscal 2007, when compared with fiscal 2006, primarily as a result of an increase in payroll and related expenses of $21.8 million, or 21 percent, due to increased staffing levels required to manage the 29 percent increase in Gaming and Systems revenue.  It includes a

 



 

$3.1 million increase in bonuses and commissions related to improvements in the Company’s operating results, $1.8 million in increased share-based compensation and restricted stock amortization expense, and $1.3 million in increased severance pay.

Research and Development Costs. Research and development costs increased 15 percent year over year as a result of our focus on technology assets and the competitive landscape that requires a continual investment in future generations of gaming products and systems.

Impairment Charges. During fiscal 2006, we recorded impairment charges of $15.6 million primarily related to intangible assets related to trade names and other intellectual property that were no longer recoverable.

Depreciation and Amortization. Depreciation and amortization expense decreased 7 percent in fiscal 2007, when compared to fiscal 2006, primarily as a result of the acceleration of depreciation and reduction of salvage values for certain assets during fiscal 2006, some of which became fully depreciated during the current period.

Income Tax Benefit (Expense).  The effective income tax rate for fiscal 2007 was approximately 29 percent. The effective tax rate was impacted by non-deductible share based compensation expense recognized for book purposes and approximately $1.1 million in income tax credits related to the retroactive reinstatement in December 2005 of research and development tax credits.

The Company expects that its effective income tax rate for fiscal 2008 will be in the range of 35-37 percent.

 

Restatement

Subsequent to the issuance of the Company’s consolidated financial statements for the year ended June 30, 2006 and in connection with the year-end closing process for 2007, the Company determined certain adjustments were required to be made for corrections of errors in its previously issued consolidated financial statements for the years ended June 30, 2006 and 2005.

The restatement had no effect on the consolidated balance sheets, the statements of stockholders’ equity or reported net income (loss) for any period.

These errors related to:

                  Certain expenses that had been reported in prior periods as selling, general and administrative expenses, depreciation and amortization expense and other expenses which should have been recorded either as cost of sales or as contra-revenue;

                  Certain promotional expenses, representing coupons redeemable for cash incentives, should have been presented as an offset against casino operations revenue in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-22, Accounting for “Points” and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered in the Future, and EITF Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products);

                  Additions to certain leased gaming equipment previously reported as cash used in investing activities in its consolidated statements of cash flows for all periods prior to March 31,

 



 

2007 should have been presented as a change in inventory under cash used in operating activities; and

                  Certain sales sourced from the United States directly to foreign customers as disclosed in Company’s Segment and Geographical Information footnote to its financial statements were included in revenue and operating income (loss) attributable to the United States geographic region and should have been classified as Europe or Other foreign based on the location of the customer.

 

As a result of these errors, the Company’s Board of Directors determined that the Company’s previously issued consolidated statements of operations and statements of cash flows for the years ended June 30, 2006 and 2005 will need to be restated. A summary of the restated balances is attached.

As a result, the Company’s existing financial statements (as previously restated) for its fiscal years ended June 30, 2005 and 2006 and for each of the quarterly periods in the years ended June 30, 2005 and 2006 and the related report of our independent registered public accounting firm included in its 2006 Form 10-K should no longer be relied upon.  The Filings will give effect to the restatement.

Fiscal 2008

The Company also reaffirmed its previous guidance for its fiscal year ending June 30, 2008.

Due to the additional time it has taken to complete the Filings, the Company does not expect to file its Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2007 by its Nov. 9, 2007 due date.

Non-GAAP Financial Measures

The following table reconciles the Company’s net income (loss), as determined in accordance with generally accepted accounting principles (“GAAP”), to Adjusted EBITDA:

 

 

 

Year Ended June 30

 

 

 

2007

 

2006

 

 

 

(in 000s)

 

Net income (loss)

 

$

22,328

 

$

(46,071

)

Interest expense, net

 

30,584

 

24,055

 

Income expense (benefit)

 

10,975

 

(24,012

)

Depreciation and amortization

 

59,528

 

67,162

 

Impairment charges

 

 

 

15,581

 

Share-based compensation

 

15,070

 

12,919

 

Adjusted EBITDA

 

$

138,485

 

$

49,634

 

 

 


 


Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, including asset charges and share-based compensation) is a supplemental non-GAAP financial measure used by our management and is commonly used by industry analysts to evaluate our financial performance.  Adjusted EBITDA also provides useful information to investors regarding our ability to service debt. It is a commonly used financial analysis tool for measuring and comparing gaming companies in the areas of liquidity, operating performance, valuation and leverage.  Adjusted EBITDA should not be considered an alternative to operating income or net cash from operations as determined in accordance with generally accepted accounting principles (“GAAP”).

Companies do not calculate Adjusted EBITDA in the same manner and our presentation may not be comparable to those presented by other companies, including our principal competitors.

The following table reconciles the company’s diluted earnings per share, as determined in accordance with GAAP to Adjusted EPS:

 

 

Three months ended June 30,

 

Twelve months ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Diluted EPS

 

$

0.33

 

$

(0.23

)

$

0.40

 

$

(0.88

)

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

(net of income tax benefit)

 

0.04

 

0.04

 

0.18

 

0.16

 

 

 

 

 

 

 

 

 

 

 

Adjusted Diluted EPS

 

$

0.37

 

$

(0.19

)

$

0.58

 

$

(0.72

)

 

The Company provides Adjusted EPS in this press release as additional information regarding the Company’s operating results.  Adjusted EPS adds back the after-tax impact of share-based compensation.  This measure is not in accordance with, or an alternative to GAAP, and may be different from non-GAAP earnings per share measures used by other companies, including our principal competitors.  The Company believes that this presentation of Adjusted EPS facilitates investors’ understanding of our historical operating trends, because it provides important supplemental information in evaluating the operating results of our business.  It provides investors with useful insight into our profitability exclusive of share-based compensation.

 

Internal Controls

The Company has concluded that as of June 30, 2007, its disclosure controls and procedures were not effective due to material weaknesses related to revenue recognition, the determination of the existence and valuation of inventory and insufficient personnel resources to adequately perform analytical review procedures.  These material weaknesses will be more fully described in the Company’s 2007 Form 10-K.

Recognized as the industry systems leader with more than 363,000 machines at casino, bingo, Class II, central determination and lottery locations worldwide — including more than 195 locations currently running Bally eTICKET on more than 233,000 slot machines — the Bally Technologies systems product line offers slot machine cash monitoring, table management, cashless, accounting, security, maintenance, marketing, promotional and bonusing capabilities, enabling operators to accurately analyze performance and accountability while providing an enhanced level of customer service.

 



 

With a history dating back to 1932, Las Vegas-based Bally Technologies designs, manufactures, operates and distributes advanced gaming devices, systems and technology solutions worldwide. Bally’s product line includes reel-spinning slot machines, video slots, wide-area progressives and Class II, lottery and central determination games and platforms. As the world’s No. 1 gaming systems company, Bally also offers an array of casino management, slot accounting, bonusing, cashless and table management solutions. The Company also owns and operates Rainbow Casino in Vicksburg, Miss. Additional Company information, including the Company’s investor presentations, can be found at www.BallyTech.com.

This news release may contain “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, and is subject to the safe harbor created thereby. Such information involves important risks and uncertainties that could significantly affect the results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements.  Future operating results may be adversely affected as a result of a number of risks that are detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update the information in this press release and represents that the information is only valid as of today’s date. All of the “go-live” and installation dates are subject to regulatory approvals and construction and installation timelines.

 



 

BALLY TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31 AND JUNE 30, 2007 AND 2006 (UNAUDITED)

AND THE TWELVE MONTHS ENDED JUNE 30, 2007 AND 2006 (UNAUDITED)

 

 

 

Three months

ended March 31,

 

Three months

ended March 31,

 

Three months

ended June 30,

 

Three months

ended June 30,

 

Year

ended June 30,

 

Year

ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

(As restated)

 

 

 

(As restated)

 

 

 

(As restated)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming equipment and systems

 

$

117,513

 

$

102,213

 

$

140,123

 

$

107,636

 

$

458,231

 

$

345,625

 

Gaming operations

 

44,731

 

38,570

 

50,642

 

36,179

 

176,412

 

147,029

 

Casino operations

 

12,974

 

13,783

 

11,624

 

11,053

 

47,675

 

48,993

 

 

 

$

175,218

 

$

154,566

 

$

202,389

 

$

154,868

 

$

682,318

 

$

541,647

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of gaming equipment and systems

 

63,452

 

65,230

 

70,039

 

72,847

 

244,040

 

215,592

 

Cost of gaming operations

 

18,645

 

25,062

 

18,527

 

16,271

 

71,838

 

81,442

 

Direct cost of casino operations

 

4,681

 

4,880

 

4,464

 

4,400

 

18,046

 

18,502

 

Selling, general and administrative

 

51,303

 

47,481

 

55,953

 

53,694

 

207,103

 

184,640

 

Research and development costs

 

12,536

 

12,200

 

13,513

 

11,845

 

51,912

 

45,087

 

Impairment charges

 

 

13,953

 

 

1,628

 

 

15,581

 

Depreciation and amortization

 

6,236

 

6,125

 

5,264

 

5,914

 

22,376

 

24,301

 

 

 

156,853

 

174,931

 

167,760

 

166,599

 

615,315

 

585,145

 

Operating income (loss)

 

18,365

 

(20,365

)

34,629

 

(11,731

)

67,003

 

(43,498

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

680

 

925

 

951

 

1,037

 

2,957

 

3,454

 

Interest expense

 

(7,656

)

(7,096

)

(7,764

)

(7,205

)

(33,541

)

(27,509

)

Other, net

 

(37

)

164

 

543

 

501

 

1,687

 

253

 

Income (loss) from continuing operations before income taxes and minority interest

 

11,352

 

(26,372

)

28,359

 

(17,398

)

38,106

 

(67,300

)

Income tax benefit (expense)

 

(4,493

)

9,839

 

(8,169

)

5,338

 

(10,975

)

24,012

 

Minority interest

 

(277

)

(226

)

(1,704

)

(1,094

)

(4,803

)

(3,907

)

Income (loss) from continuing operations

 

6,582

 

(16,759

)

18,486

 

(13,154

)

22,328

 

(47,195

)

Income (loss) from discontinued operations, net of income taxes

 

 

 

 

1,124

 

 

1,124

 

Net income (loss)

 

$

6,582

 

$

(16,759

)

$

18,486

 

$

(12,030

)

$

22,328

 

$

(46,071

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.12

 

$

(0.32

)

$

0.35

 

$

(0.25

)

$

0.42

 

$

(0.90

)

Discontinued operations

 

 

 

 

0.02

 

 

0.02

 

Total

 

$

0.12

 

$

(0.32

)

$

0.35

 

$

(0.23

)

$

0.42

 

$

(0.88

)

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.12

 

$

(0.32

)

$

0.33

 

$

(0.25

)

$

0.40

 

$

(0.90

)

Discontinued operations

 

 

 

 

0.02

 

 

0.02

 

Total

 

$

0.12

 

$

(0.32

)

$

0.33

 

$

(0.23

)

$

0.40

 

$

(0.88

)

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

53,220

 

52,158

 

53,581

 

52,174

 

53,190

 

52,174

 

Diluted

 

55,662

 

52,158

 

56,434

 

52,174

 

55,543

 

52,174

 

 

 


 


BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2007 AND 2006

 

 

 

UNAUDITED

 

 

 

2007

 

2006

 

 

 

(in 000s, except share amounts)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

40,842

 

$

16,425

 

Restricted cash

 

17,201

 

14,484

 

Accounts and notes receivable, net of allowances for doubtful accounts of $8,481 and $8,073

 

172,060

 

135,497

 

Inventories

 

81,151

 

69,995

 

Income taxes receivable

 

 

266

 

Deferred tax assets, net

 

59,486

 

51,374

 

Deferred cost of revenue

 

36,744

 

23,044

 

Other current assets

 

14,399

 

18,269

 

Total current assets

 

421,883

 

329,354

 

Restricted long-term investments

 

10,455

 

8,984

 

Long-term receivables

 

9,840

 

6,436

 

Property, plant and equipment, net of accumulated depreciation of $46,320 and $49,756

 

75,623

 

68,464

 

Leased gaming equipment, net of accumulated depreciation of $73,396 and $64,160

 

67,965

 

43,408

 

Goodwill

 

161,708

 

161,303

 

Intangible assets, net of accumulated amortization of $24,543 and $23,963

 

24,401

 

27,656

 

Deferred tax assets, net

 

18,457

 

20,048

 

Long-term deferred cost of revenue

 

28,376

 

14,659

 

Other assets, net

 

6,187

 

7,569

 

Total assets

 

$

824,895

 

$

687,881

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

44,045

 

$

39,622

 

Accrued liabilities

 

56,427

 

58,791

 

Customer deposits

 

23,489

 

27,340

 

Jackpot liabilities

 

13,414

 

13,139

 

Deferred revenue

 

94,347

 

47,081

 

Income taxes payable

 

12,945

 

 

Current maturities of long-term debt and capital leases, including $2,381and $6,600 owed to related parties

 

12,271

 

12,864

 

Total current liabilities

 

256,938

 

198,837

 

Long-term debt and capital leases, net of current maturities, including $7,600 and $7,600 owed to related parties

 

321,583

 

315,482

 

Long-term deferred revenue

 

36,651

 

18,370

 

Other liabilities

 

9,321

 

10,430

 

Total liabilities

 

624,493

 

543,119

 

Minority interest

 

948

 

684

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Special stock, 10,000,000 shares authorized: Series E, $100 liquidation value; 115 shares issued and outstanding

 

12

 

12

 

Common stock, $.10 par value; 100,000,000 shares authorized; 54,612,000 and 52,880,000 shares issued and 54,025,000 and 52,354,000 shares outstanding

 

5,455

 

5,283

 

Treasury stock at cost, 587,000 and 526,000 shares

 

(1,894

)

(665

)

Additional paid-in capital

 

253,809

 

219,472

 

Accumulated other comprehensive income

 

1,119

 

1,351

 

Accumulated deficit

 

(59,047

)

(81,375

)

Total stockholders’ equity

 

199,454

 

144,078

 

Total liabilities and stockholders’ equity

 

$

824,895

 

$

687,881

 

 



 

 

 

Year ended June 30, 2006

 

Year ended June 30, 2005

 

 

 

As
Previously
Reported

 

Reclass

 

Adjustments

 

As
Restated

 

As
Previously
Reported

 

Reclass

 

Adjustments

 

As
Restated

 

 

 

(in 000s)

 

Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming equipment and systems

 

$

494,498

 

$

(147,029

)

$

(1,844

)

$

345,625

 

$

431,070

 

$

(130,983

)

$

(3,132

)

$

296,955

 

Gaming operations

 

 

147,029

 

 

147,029

 

 

130,983

 

 

130,983

 

Casino operations

 

52,646

 

 

(3,653

)

48,993

 

52,037

 

 

(5,192

)

46,845

 

Total revenue

 

547,144

 

 

(5,497

)

541,647

 

483,107

 

 

(8,324

)

474,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of gaming equipment and systems

 

291,948

 

(81,442

)

5,086

 

215,592

 

241,486

 

(65,918

)

4,245

 

179,813

 

Cost of gaming operations

 

 

81,442

 

 

81,442

 

 

65,918

 

 

65,918

 

Direct cost of casino operations

 

18,502

 

 

 

18,502

 

18,727

 

 

 

18,727

 

Selling, general and administrative expense

 

193,756

 

 

(9,116

)

184,640

 

156,275

 

 

(12,376

)

143,899

 

Research and development costs

 

45,087

 

 

 

45,087

 

43,366

 

 

 

43,366

 

Restructuring charges

 

 

 

 

 

3,654

 

 

 

3,654

 

Impairment charges

 

15,581

 

 

 

15,581

 

3,599

 

 

 

3,599

 

Depreciation and amortization

 

25,444

 

 

(1,143

)

24,301

 

20,451

 

 

(193

)

20,258

 

Total costs and expenses

 

590,318

 

 

(5,173

)

585,145

 

487,558

 

 

(8,324

)

479,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(43,174

)

 

(324

)

(43,498

)

(4,451

)

 

 

(4,451

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3,454

 

 

 

3,454

 

3,401

 

 

 

3,401

 

Interest expense

 

(27,509

)

 

 

(27,509

)

(18,321

)

 

 

(18,321

)

Loss on extinguishment of debt

 

 

 

 

 

(564

)

 

 

(564

)

Other income (expense), net

 

(71

)

 

324

 

253

 

565

 

 

 

565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes and minority interest

 

$

(67,300

)

$

 

$

 

$

(67,300

)

$

(19,370

)

$

 

$

 

$

(19,370

)

 

 

 

 

Year Ended June 30, 2006

 

Year Ended June 30, 2005

 

 

 

As
Previously

 

 

 

As

 

As
Previously

 

 

 

As

 

 

 

Reported

 

Adjustments

 

Restated

 

Reported

 

Adjustments

 

Restated

 

 

 

(in 000s)

 

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

Other adjustments to reconcile net loss to net cash provided by operating activities

 

$

1,647

 

$

3,587

 

$

5,234

 

$

3,323

 

$

620

 

$

3,943

 

Change in inventories

 

(7,017

)

(48,264

)

(55,281

)

(12,278

)

(41,209

)

(53,487

)

Cash flows from operating activities

 

52,543

 

(44,677

)

7,866

 

52,138

 

(40,589

)

11,549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to leased gaming equipment

 

(44,677

)

44,677

 

 

(40,589

)

40,589

 

 

Cash flows from investing activities

 

(60,731

)

44,677

 

(16,054

)

(65,149

)

40,589

 

(24,560

)

 

– BALLY TECHNOLOGIES, INC. –


 

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