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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-22298
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Scientific Games Holdings Corp.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3615274
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(State or other jurisdiction of (IRS Identification no.)
employer)
1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (770) 664-3700
-----------------------------
- -------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
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Indicate by check [X] whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check [X] whether the registrant has filed all documents
and reports required to be filed by section 12, 13 or 15(d) of the securities
exchange act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 11,883,962 shares of
common stock, $.001 par value per share, as of May 7, 1999.
2
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PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
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<S> <C>
Item 1. Consolidated Condensed Financial Statements
Consolidated Condensed Balance Sheets
March 31, 1999 and December 31, 1998.................4
Consolidated Condensed Statements of Earnings
Three-month period ended March 31, 1999
and March 31, 1998...................................5
Consolidated Condensed Statements of Cash Flows
Three-month period ended March 31, 1999
and March 31, 1998...................................6
Notes to Consolidated Condensed Financial Statements..........7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................13
Item 6. Exhibits and Reports on Form 8-K.............................13
</TABLE>
3
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCIENTIFIC GAMES HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
ASSETS (unaudited) (1)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ............................... $ 12,153 $ 9,270
Trade receivables ....................................... 42,918 39,445
Inventories ............................................. 15,302 15,090
Prepaid expenses and other current assets ............... 2,766 2,111
Deferred income tax benefits ............................ 1,012 1,032
--------- ---------
Total current assets ............................. 74,151 66,948
PROPERTY AND EQUIPMENT, AT COST:
Land .................................................... 2,521 2,521
Buildings ............................................... 11,684 11,664
Production and other equipment .......................... 101,853 101,098
Construction-in-progress ................................ 2,312 2,047
--------- ---------
118,370 117,330
Less accumulated depreciation and amortization .......... (59,769) (57,386)
--------- ---------
58,601 59,944
OTHER ASSETS
Goodwill, net of amortization .......................... 34,571 35,282
Other assets ........................................... 17,908 17,459
--------- ---------
$ 185,231 $ 179,633
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ........................................ $ 12,973 $ 16,270
Accrued liabilities ..................................... 21,939 17,822
Bank debt ............................................... 10,128 12,482
Income taxes payable .................................... 6,272 3,932
--------- ---------
Total current liabilities ........................ 51,312 50,506
LONG-TERM LIABILITIES:
Other long-term liabilities ............................. 7,844 8,221
Deferred income taxes payable ........................... 6,785 6,694
Minority interest in consolidated subsidiaries .......... 2,542 2,306
STOCKHOLDERS' EQUITY:
Common stock par value $.001 per share:
shares authorized: 25,750,000;
issued and outstanding shares: 11,883,962 at March 31,
1999 and 11,875,737 at December 31, 1998 .............. 12 12
Additional paid-in capital .............................. 65,726 65,551
Accumulated earnings .................................... 51,207 46,201
Accumulated other comprehensive income .................. (197) 142
--------- ---------
Total stockholders' equity ....................... 116,748 111,906
--------- ---------
$ 185,231 $ 179,633
========= =========
</TABLE>
(1) Derived from audited financial statements
See accompanying notes.
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SCIENTIFIC GAMES HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three-month period
ended March 31,
1999 1998
-------- --------
<S> <C> <C>
Revenue $ 52,665 $ 48,419
Cost of revenues 33,718 31,557
-------- --------
18,947 16,862
Selling, general and administrative expenses 6,742 6,108
Depreciation and amortization 4,071 4,204
Interest income 90 32
Other income (loss) 5 (46)
Gain/(loss) on foreign currency 448 (10)
Interest expense 167 392
Minority interest elimination (429) 95
-------- --------
Income before income taxes 8,081 6,229
Income tax expense 3,075 2,452
-------- --------
Net income $ 5,006 3,777
======== ========
Basic net income per common share $ 0.42 $ 0.32
======== ========
Diluted net income per common share $ 0.42 $ 0.31
======== ========
Average common shares outstanding - basic 11,883 11,997
Dilutive effect of stock options and
non-vested restricted stock awards 113 328
======== ========
Average common shares outstanding - diluted 11,996 12,325
======== ========
</TABLE>
See accompanying notes.
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SCIENTIFIC GAMES HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three-month period
ended March 31,
1999 1998
-------- -------
<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net income ........................................... $ 5,006 $ 3,777
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation .................................... 2,826 3,155
Amortization of intangibles ..................... 1,245 1,052
(Gain)/loss on disposal of property and equipment (12) 46
Stock compensation expense ...................... 15 145
Minority interest ............................... 236
Deferred income taxes ........................... 190 (13)
Changes in operating assets and liabilities:
Accounts receivable ........................ (5,247) 4,492
Inventories ................................ (373) (1,337)
Prepaid expenses and other assets .......... (1,573) (1,299)
Accounts payable ........................... (2,622) 2,231
Accrued liabilities ........................ 5,933 (2,575)
Income taxes payable ....................... 2,659 (305)
-------- -------
Net cash provided by operating activities .......... 8,283 9,369
CASH FLOWS USED IN INVESTING ACTIVITIES
Proceeds from sales of property and equipment ........ 3 0
Purchases of property and equipment .................. (1,849) (2,279)
Other investing activities ........................... 0 (27)
-------- -------
Net cash used in investing activities .............. (1,846) (2,306)
CASH FLOWS USED IN FINANCING ACTIVITIES
Borrowings under bank debt ........................... 6,064 294
Payments on bank debt and other long-term debt ....... (8,418) (5,053)
Proceeds from the exercise of common stock options ... 4 926
-------- -------
Net cash used in financing activities .............. (2,350) (3,833)
-------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH .................. (1,204) 105
NET INCREASE IN CASH AND CASH EQUIVALENTS ................ 2,883 3,335
CASH AND CASH EQUIVALENTS, beginning of period ........... 9,270 2,843
-------- -------
CASH AND CASH EQUIVALENTS, end of period ................. $ 12,153 $ 6,178
======== =======
SUPPLEMENTAL CASH FLOWS DISCLOSURE:
Cash paid for interest ............................... 138 431
======== =======
</TABLE>
See accompanying notes.
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SCIENTIFIC GAMES HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
financial statement disclosures contained in the Company's 1998 Annual Report on
Form 10-K for the year ended December 31, 1998. In the opinion of management,
all adjustments considered necessary for a fair presentation (which were of a
normal, recurring nature) have been included. Operating results for the
three-month period ended March 31, 1999 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999.
Note 2. Inventories
Inventories consist principally of instant lottery tickets, materials
related to their production, and certain electronic components related to
Systems terminals. Inventories are valued at the lower of cost (first-in,
first-out method) or market. Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- --------
(In Thousands)
<S> <C> <C>
Finished goods................ $ 8,052 $ 7,939
Work-in process............... 1,194 1,087
Raw materials................. 6,057 6,064
-------- --------
$ 15,303 $ 15,090
======== ========
</TABLE>
Note 3. Contingencies
Refer to the Company's Form 10-K for the year ended December 31, 1998
for a description of pending legal proceedings, with respect to which there have
been the following material developments since such date. On April 30, 1999, the
United States District Court for the Northern District of Georgia, Atlanta
Division, heard oral arguments on plaintiff's motion for summary judgment and
SGI's motion to dismiss the suit brought by Seguros del Estado. Following the
conclusion of oral arguments, the Court deferred ruling and allowed each party
an additional 30 days to file supplemental pleadings. Accordingly, a decision by
the Court on each motion is still pending.
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Note 4. Comprehensive Income
Total comprehensive income was $4,672,000 and $4,694,000 for the
three-month periods ended March 31, 1999 and 1998, respectively.
Note 5. Segment Information
<TABLE>
<CAPTION>
Three month period ended
Operating Segment Information March 31
(In thousands) 1999 1998
-------- --------
<S> <C> <C>
Revenue from external customers:
Instant Ticket and Related Services $ 40,756 $ 42,652
Intersegment Revenue (1,669) (1,655)
Systems 11,893 5,746
Intersegment Revenue 1,669 1,655
Corporate 16 21
-------- --------
Total revenue from external customers $ 52,665 $ 48,419
======== ========
Operating income
Instant Ticket and Related Services $ 7,875 8,268
Systems 2,924 450
Corporate (2,664) (2,168)
-------- --------
Total operating income 8,135 $ 6,550
Interest expense (77) (360)
Other 23 39
-------- --------
Income before income taxes $ 8,081 $ 6,229
======== ========
</TABLE>
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SCIENTIFIC GAMES HOLDINGS CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The Company's revenues are generated primarily from sales of products
and services to governmentally operated or sanctioned lotteries worldwide and,
to a lesser extent, non-lottery related entities both in the United States and
worldwide. These sales are categorized into two main segments: (1) Instant
Ticket and Related Services and (2) Systems.
In the Instant Ticket and Related Services segment, the Company
primarily supplies game design, sales and marketing support, instant ticket
manufacturing and delivery, inventory management and distribution, and retailer
telemarketing and field services. In addition, this segment includes promotional
instant tickets and pull-tab tickets which are sold to both lottery and
non-lottery customers and prepaid phone cards which are sold to
telecommunications companies.
In the Systems segment, the Company primarily supplies transaction
processing software that accommodates instant ticket accounting and validation
and on-line lottery games, point-of-sale terminal hardware which connects to
these systems, central site computers and communication hardware which run these
systems, and ongoing support and maintenance services for these products. This
segment also includes software, hardware and support for sports betting and
credit card processing systems for non-lottery customers.
Instant Ticket and Related Services revenues are generally based on a
price per 1,000 tickets delivered or based upon a percentage of the lottery's
sales to the public over a contract period. Systems revenues may be based on a
fixed price for the product or service or based upon a percentage of the
lottery's sales to the public over a contract period.
To date in 1999, the Company has received one-year extensions on its
current Instant Ticket and Related Services contracts with the Colorado Lottery,
Illinois Lottery, Iowa Lottery, Minnesota State Lottery, New Mexico Lottery
Corporation, Oregon State Lottery, South Dakota Lottery and the Washington
Lottery. The Company has also received a six-month extension on its instant
ticket contract as an additional supplier from the California State Lottery and
several smaller orders from new and existing international lottery and prepaid
phone card customers. The Texas Lottery Commission awarded the Company an
emergency six-month Instant Ticket and Services contract. The Texas contract
authorizes the Company to provide instant tickets pending decision by the
Executive Director of the Texas Lottery on the protest filed by a non-winning
bidder upon the recent award of the primary instant ticket contract to the
Company.
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RESULTS OF OPERATIONS
Three-month period ended March 31, 1999 compared to three-month period ended
March 31, 1998.
Revenues for the three-month period ended March 31, 1999 increased $4.2
million, or 8.8% over the revenues for the three-month period ended March 31,
1998. The increase was primarily due to additional revenues generated from sales
to new and existing Systems customers and from sales of prepaid phone cards sold
to international telecommunications companies. The increase was partially offset
by a decrease in Instant Ticket and Related Services sales from the United
States to domestic and international customers and from reduced international
promotional sales. Instant Ticket and Related Services revenues accounted for
approximately 74.2% and 84.7% of the Company's gross revenues for the
three-month periods ended March 31, 1999 and 1998, respectively.
Gross margins increased to 36.0% for the three-month period ended March
31, 1999 from 34.8% for the three-month period ended March 31, 1998. The margin
increase was mainly attributable to an increase in sales to Systems customers
and continued efficiency improvements in the Company's Instant Ticket and
Related Services segment. The margin increase was partially offset by lower
equivalent sales prices charged on certain instant ticket lottery contracts
awarded or extended and lower instant ticket export sales. The lower equivalent
sales prices were a result of competitive pricing pressures in the industry.
Selling, general and administrative (SG&A) expenses for the three-month
period ended March 31, 1999 increased $634,000, or 10.4%, over the same period
of 1998. SG&A expenses increased as a percentage of revenues to 12.8% from
12.6%. The increase was due primarily to the additional SG&A costs resulting
from a foreign joint venture formed in December 1998 and additional expenses
required to support increased sales activity.
Depreciation and amortization decreased for the three-month period
ended March 31, 1999 by $133,000 or 3.2% below the comparable period of 1998 due
primarily to assets being fully depreciated during the quarter partially offset
by additional depreciation and amortization from the foreign joint venture and
ongoing capital expenditures.
Interest income for the three-month period ended March 31, 1999
increased $58,000, or 181.3%, compared to the three-month period ended March 31,
1998. The increase was attributable to higher cash and cash equivalents balances
during the period ended March 31, 1999 than during the comparable period of
1998. The ending balances in cash and cash equivalents increased by $6.0 million
to $12.2 million from the comparable period ended March 31, 1998.
Other income for the three-month period ended March 31, 1999 increased
to $5,000 compared to a loss of $46,000 over the same period of 1998. The loss
in 1998 was due to losses on the sale of certain assets.
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Gain/(loss) on foreign currency for the three-month period ended March
31, 1999 resulted in a gain of $448,000 compared with a loss of $10,000 for the
comparable period of 1998. The gain resulted from fluctuations in exchange rates
on non-U.S. dollar holdings.
Interest expense for the three-month period ended March 31, 1999
decreased $225,000 from the three-month period ended March 31, 1998. The
decrease was due to a decrease in the balance outstanding under the Company's
Bank Credit Agreement (refer to the Company's 10-K for the year ended December
31, 1998 for a description of the Company's Bank Credit Agreement) compared to
the prior period.
Income tax expense for the period ended March 31, 1999 increased
$623,000, or 25.4% as compared to the same three-month period of 1998 due to an
increase in pre-tax earnings of approximately 29.7%. The effective tax rate for
the three month periods ended March 31, 1999 and March 31, 1998 was 38.1% and
39.4%, respectively.
As a result of the foregoing, net earnings for the three-month period
ended March 31, 1999 were $5.0 million compared to $3.8 million for the period
ended March 31, 1998.
Earnings per common share (diluted) for the three-month period ended
March 31, 1999 were $0.42 compared to $0.31 for the comparable period 1998. The
increase in earnings per common share was primarily due to the increase in
earnings and a decrease in the weighted average number of common equivalent
shares outstanding.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position remains strong. The Company's cash and cash
equivalents balance increased by approximately $2.9 million during the
three-month period ended March 31, 1999 while the Company's net borrowings under
its Bank Credit Agreement decreased by $2.4 million during the same period.
For the three-month period ended March 31, 1999, net cash provided by
operating activities decreased by $1.1 million to $8.3 million from $9.4 million
for the comparable period in 1998. The primary contributions to cash from
operating activities during the three-month period ended March 31, 1999 were net
income, depreciation and amortization and increases in accrued liabilities and
income taxes payable. Cash provided by operations was used to fund working
capital requirements, purchase additional property and equipment and make
payments on the outstanding balance of the Bank Credit Agreement.
Net cash used in investing activities for the three-month period ended
March 31, 1999 decreased by approximately $460,000 to $1.8 million from $2.3
million for the three-month period ended March 31, 1998. Cash was used to
acquire additional property and equipment.
The Company's financing activities used cash of $2.4 million and $3.8
million for the three months ended March 31 in 1999 and 1998, respectively. The
Company reduced the balance outstanding under the Bank Credit Agreement
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by a net amount of approximately $2.4 million. Net borrowings under the Bank
Credit Agreement were $10.1 million at March 31, 1999.
The Company believes that funds provided by operations, available
borrowings under its Bank Credit Agreement and the ability to obtain alternative
sources of financing should permit the Company to fund its operations, working
capital requirements and obligations, as well as other potential investment or
business opportunities.
IMPACT OF YEAR 2000
Refer to the Company's Form 10-K for the year ended December 31, 1998
for a description of the Company's Y2K program, business systems, interfaces
with third parties, estimated Y2K costs and contingency planning, with respect
to which there has been the following developments since such date. The Company
spent approximately $326,000 on Y2K compliance costs during the three-month
period ended March 31, 1999. These costs included capital expenditures and
internal labor costs which management believes would have otherwise been
incurred as part of the Company's regular program of modernization and
improvement. The Company now estimates that its total Y2K compliance costs
(including software, systems and equipment) incurred since 1997 have been
approximately $1.5 million. The Company believes that completed and planned
modifications and conversions of its internal systems and equipment will allow
it to be Y2K ready in a timely manner.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain statements and
projections (including statements concerning plans and objectives of management
for future operations and services and statements concerning revenue
expectations), other than those covering historical information, that should be
considered forward-looking and subject to certain risks and uncertainties. Such
forward-looking statements are based on management's belief as well as
assumptions made by, and information currently available to, management pursuant
to "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The Company's actual results may differ materially from the plans
envisioned in, or results projected by, those statements if the Company's
assumptions prove to be incorrect or for a variety of other reasons, including
those relating to factors identified in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 as part of a Cautionary Statement for
purposes of such safe harbor. The Company cautions that such factors are not
exclusive. The Company does not undertake to update any forward-looking
statement that may be made from time to time by, or on behalf of, the Company.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to the Company's Form 10-K for the year ended December
31, 1998 for a description of pending legal proceedings, with respect
to which there have been the following material developments since such
date. On April 30, 1999, the United States District Court for the
Northern District of Georgia, Atlanta Division, heard oral arguments on
plaintiff's motion for summary judgment and SGI's motion to dismiss the
suit brought by Seguros del Estado. Following the conclusion of oral
arguments, the Court deferred ruling and allowed each party an
additional 30 days to file supplemental pleadings. Accordingly, a
decision by the Court on each motion is still pending.
ITEMS 2,3,4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Exhibits
#27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
</TABLE>
No reports on Form 8-K were filed during the quarter ended
March 31, 1999.
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.
SCIENTIFIC GAMES HOLDINGS CORP.
Date: May 13, 1999 By: /s/WILLIAM G. MALLOY
--------------------------------
William G. Malloy
President and
Chief Executive Officer
Date: May 13, 1999 By: /s/CLIFF O. BICKELL
--------------------------------
Cliff O. Bickell
Vice President, Treasurer,
and Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SCIENTIFIC GAMES FOR THE THREE MONTHS ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 12,153
<SECURITIES> 0
<RECEIVABLES> 42,918
<ALLOWANCES> 0
<INVENTORY> 15,302
<CURRENT-ASSETS> 74,151
<PP&E> 118,370
<DEPRECIATION> 59,769
<TOTAL-ASSETS> 185,231
<CURRENT-LIABILITIES> 51,312
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> 116,736
<TOTAL-LIABILITY-AND-EQUITY> 185,231
<SALES> 52,665
<TOTAL-REVENUES> 52,665
<CGS> 33,718
<TOTAL-COSTS> 33,718
<OTHER-EXPENSES> 11,695
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 167
<INCOME-PRETAX> 8,081
<INCOME-TAX> 3,075
<INCOME-CONTINUING> 5,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,006
<EPS-PRIMARY> 11,883
<EPS-DILUTED> 11,996
</TABLE>
