<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ____________
Commission file number 000-23124
ANCHOR GAMING
(Exact name of registrant as specified in its charter)
NEVADA 88-0304253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 PILOT ROAD, SUITE G
LAS VEGAS, NEVADA
89119
(Address of principal executive offices)
(Zip Code)
(702) 896-7568
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark 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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Shares outstanding of each of the registrant's classes of common stock as of
May 11, 1998:
<TABLE>
<CAPTION>
Class Outstanding as of May 11, 1998
----- ------------------------------
<S> <C>
Common stock, $.01 par value 12,549,382
</TABLE>
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ANCHOR GAMING
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
Part I. Financial Information
Item 1. Consolidated Condensed Financial Statements
Consolidated Condensed Balance Sheets at
March 31, 1998 and June 30, 1997 (unaudited) 3
Consolidated Condensed Statements of
Income for the three months ended
March 31, 1998 and 1997 (unaudited) 4
Consolidated Condensed Statements of
Income for the nine months ended
March 31, 1998 and 1997 (unaudited) 5
Consolidated Condensed Statements of Cash
Flows for the nine months ended March 31, 1998
and 1997 (unaudited) 6
Notes to Consolidated Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ANCHOR GAMING
CONSOLIDATED CONDENSED March 31, June 30,
BALANCE SHEETS (UNAUDITED) 1998 1997
-------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 56,542,279 $ 66,427,369
Accounts receivable, net 6,691,902 6,358,052
Inventory 2,691,485 3,196,918
Prepaid expenses 1,881,836 1,835,913
Other current assets 377,931 445,799
------------ ------------
Total current assets 68,185,433 78,264,051
Property and equipment, net 95,654,518 85,033,436
Long-term notes receivable, net 1,538,486 1,543,159
Intangible assets, net 3,699,587 2,128,306
Investments in unconsolidated affiliates 34,522,946 7,570,712
Deposits and other 15,373,366 14,336,705
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Total assets $218,974,336 $188,876,369
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,331,428 $ 2,663,156
Accrued salaries, wages and vacation pay 2,814,120 2,712,764
Income tax payable 4,372,691 2,138,934
Other current liabilities 11,365,115 6,103,394
------------ ------------
Total current liabilities 25,883,354 13,618,248
Long-term notes payable, principal stockholder 2,800,000 2,800,000
Other long-term liabilities 35,916 143,691
Minority interest in consolidated subsidiary 1,286,577 983,562
------------ ------------
Total liabilities and minority interest in
consolidated subsidiary 30,005,847 17,545,501
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized;
0 shares issued and outstanding at March 31, 1998 and
June 30, 1997 - -
Common stock, $.01 par value, 50,000,000 shares authorized;
13,690,275 issued and 12,525,132 outstanding at March
31, 1998, 13,579,575 issued and 13,052,807 outstanding at
June 30, 1997 136,903 135,796
Additional paid-in capital 111,147,422 107,267,684
Treasury stock at cost, 1,165,143 shares at March 31, 1998
and 526,768 shares at June 30, 1997 (52,731,940) (16,569,329)
Retained earnings 130,416,104 80,496,717
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Total stockholders' equity 188,968,489 171,330,868
------------ ------------
Total liabilities and stockholders' equity $218,974,336 $188,876,369
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
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<TABLE>
<CAPTION>
ANCHOR GAMING Three Months Ended March 31,
CONSOLIDATED CONDENSED ------------------------------
STATEMENTS OF INCOME (UNAUDITED) 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Proprietary games operations $29,635,818 $11,492,498
Casino operations 20,884,467 16,981,602
Route operations 8,211,542 8,020,369
Other 452,199 295,864
----------- -----------
Total revenues 59,184,026 36,790,333
----------- -----------
Costs and expenses:
Proprietary games 3,386,944 2,379,968
Casino operations 8,959,991 7,086,188
Route operations 5,359,083 4,896,095
Other 464,815 339,422
Selling, general and administrative 10,690,028 6,842,967
Depreciation and amortization 3,254,283 2,418,238
----------- -----------
Total costs and expenses 32,115,144 23,962,878
----------- -----------
Income from operations 27,068,882 12,827,455
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Other income (expense):
Interest income 494,002 893,168
Interest expense (55,233) (54,926)
Other income 107,021 36,200
Minority interest in earnings of consolidated subsidiary (142,104) (74,597)
----------- -----------
Total other income 403,686 799,845
----------- -----------
Income before provision for income taxes 27,472,568 13,627,300
Income tax provision 10,302,214 5,049,477
----------- -----------
Net income $17,170,354 $ 8,577,823
----------- -----------
----------- -----------
Basic earnings per share $ 1.37 $ 0.64
----------- -----------
----------- -----------
Weighted average shares outstanding 12,525,132 13,355,213
----------- -----------
----------- -----------
Diluted earnings per share $ 1.33 $ 0.63
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----------- -----------
Weighted average common and common
equivalent shares outstanding 12,910,222 13,543,255
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
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<TABLE>
<CAPTION>
ANCHOR GAMING Nine months ended March 31,
CONSOLIDATED CONDENSED -----------------------------
STATEMENTS OF INCOME (unaudited) 1998 1997
- ----------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Proprietary games operations $ 81,105,784 $ 31,298,165
Casino operations 59,159,624 50,766,218
Route operations 25,594,873 24,620,860
Other 1,314,238 935,849
Total revenues 167,174,519 107,621,092
------------- -------------
Costs and expenses:
Proprietary games 9,732,648 8,227,944
Casino operations 25,086,171 21,163,732
Route operations 15,963,653 14,734,965
Other 1,333,007 1,079,635
Selling, general and administrative 28,281,642 19,263,870
Depreciation and amortization 9,182,634 6,007,698
Total costs and expenses 89,579,755 70,477,844
------------- -------------
Income from operations 77,594,764 37,143,248
------------- -------------
Other income (expense):
Interest income 2,159,329 2,869,870
Interest expense (168,080) (231,865)
Other income 777,881 233,972
Minority interest in earnings of consolidated
subsidiary (492,874) (239,124)
Total other income 2,276,256 2,632,853
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Income before provision for income taxes 79,871,020 39,776,101
Income tax provision 29,951,633 14,747,063
Net income $ 49,919,387 $ 25,029,038
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Basic earnings per share $ 3.90 $ 1.88
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Weighted average shares outstanding 12,809,968 13,344,935
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Diluted earnings per share $ 3.78 $ 1.84
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------------- -------------
Weighted average common and common
equivalent shares outstanding 13,204,109 13,576,592
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------------- -------------
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
- 5 -
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<TABLE>
<CAPTION>
ANCHOR GAMING Nine months ended March 31,
CONSOLIDATED CONDENSED -----------------------------
STATEMENTS OF CASH FLOWS (unaudited) 1998 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Net cash provided by operating activities $ 46,046,251 $ 31,940,027
------------ ------------
Cash flows from investing activities:
Capital expenditures (19,803,716) (33,336,742)
Expenditures for intangible assets and equity investments (371,817) (1,796,205)
Issuance of notes receivable (1,325,302) (1,375,157)
Principal reductions on notes receivable 142,880 796,607
------------ ------------
Net cash used in investing activities (21,357,955) (35,711,497)
------------ ------------
Cash flows from financing activities:
Net proceeds from sale of stock 1,589,225 895,600
Payments to acquire treasury stock (36,162,611) (35,142)
Principal payments on loans -- (950,000)
------------ ------------
Net cash used in financing activities (34,573,386) (89,542)
------------ ------------
Net decrease in cash and cash equivalents (9,885,090) (3,861,012)
Cash and cash equivalents, beginning of period 66,427,369 78,112,530
------------ ------------
Cash and cash equivalents, end of period $ 56,542,279 $ 74,251,518
------------ ------------
------------ ------------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes $ 25,616,526 $ 12,841,665
------------ ------------
------------ ------------
Interest $ 167,466 $ 230,438
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
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<PAGE>
ANCHOR GAMING
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies:
PRINCIPLES OF CONSOLIDATION
The consolidated condensed financial statements include the accounts of
Anchor Gaming and its subsidiaries ("the Company" or "Anchor"), Anchor Coin,
C.G. Investments, Inc. ("CGI"), Colorado Grande Enterprises, Inc. ("Colorado
Grande") and D D Stud, Inc. ("DD Stud"), which conduct gaming operations in
Nevada, in Black Hawk and Cripple Creek, Colorado, and in various other gaming
jurisdictions (collectively the "Subsidiaries"). All significant intercompany
accounts and transactions have been eliminated.
BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments necessary to present
fairly the results of its operations for the three-month and nine-month
periods ended March 31, 1998 and 1997, its cash flows for the nine month
periods ended March 31, 1998 and 1997 and its financial position at March 31,
1998. These financial statements should be read in conjunction with the
Company's audited consolidated financial statements for the fiscal year ended
June 30, 1997. The operating results for the three months and nine months
and cash flows for the nine months ended March 31, 1998 are not necessarily
indicative of the results that will be achieved in future periods.
INVENTORY
Inventories consist of silver and silver tokens, parts for gaming machines,
and food and beverage items. Silver inventory of $908,000 and $595,000 at March
31, 1998 and June 30, 1997, respectively, is classified as raw material. The
remainder of inventory is classified as finished goods. All inventories are
stated at the lower of cost (first-in, first-out) or market.
OTHER CURRENT LIABILITIES
Included in other current liabilities is $2,869,000 and $333,000 in employee
royalties payable at March 31, 1998 and June 30, 1997, respectively.
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The Company has investments in unconsolidated affiliates that are
accounted for under the equity method. Under the equity method, original
investments are recorded at cost and adjusted by the Company's share of
earnings, losses and distributions of these companies. Investments in
unconsolidated affiliates consist primarily of a 50% interest in a joint
venture (the "Joint Venture") with International Game Technology ("IGT") to
distribute gaming machines on wide-area progressive systems. Net income from
the Joint Venture is included in revenue from proprietary games operations.
- 7 -
<PAGE>
The Joint Venture operates on a September 30 year-end and began operations
during the quarter ended March 31, 1997. For the three months ended March 31,
1998, revenues for the Joint Venture were $60,624,000, expenses were
$28,827,000, operating income was $31,797,000 and net income was $32,289,000.
For the nine months ended March 31, 1998, revenues were $146,497,000, expenses
were $69,889,000, operating income was $76,608,000 and net income was
$76,884,000. For the three and nine months ended March 31, 1997, revenues for
the Joint Venture were $3,990,000, expenses were $3,411,000, operating income
was $579,000 and net income was $587,000.
ESTIMATES AND ASSUMPTIONS
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. Significant estimates in the financial statements include the
estimated depreciable lives of property and equipment and certain estimated
liabilities and valuation reserves. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain amounts in the June 30, 1997 balance sheet have been reclassified to
be consistent with the presentation used at March 31, 1998.
EARNINGS PER SHARE
During the three months ended December 31, 1997, the Company adopted FASB
Statement No. 128 "Earnings per Share." This statement established standards
for computing and presenting earnings per share and required restatement of
all prior-period earnings per share data presented. A reconciliation of
income and shares for basic and diluted earnings per share (EPS) is as
follows:
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
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Per-share Per-share
Income Shares Amount Income Shares Amount
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic Eps:
Net Income $17,170,354 12,525,132 $ 1.37 $8,577,823 13,355,213 $ 0.64
------ ------
------ ------
Effect of Dilutive
Securities:
Options 385,090 188,042
----------- ---------- ---------- ----------
Diluted Eps:
Net Income $17,170,354 12,910,222 $ 1.33 $8,577,823 13,543,255 $ 0.63
----------- ---------- ------ ---------- ---------- ------
----------- ---------- ------ ---------- ---------- ------
</TABLE>
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<TABLE>
<CAPTION>
Nine months ended Nine months ended
March 31, 1998 March 31, 1997
--------------------------------------------------------------------------------------------------
Per-share Per-share
Income Shares Amount Income Shares Amount
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net Income $49,919,387 12,809,968 $ 3.90 $25,029,038 13,344,935 $ 1.88
------ ------
------ ------
Effect of Dilutive
Securities:
Options 394,141 231,657
----------- ---------- ----------- ----------
Diluted EPS:
Net Income $49,919,387 13,204,109 $ 3.78 $25,029,038 13,576,592 $ 1.84
----------- ---------- ------ ----------- ---------- ------
----------- ---------- ------ ----------- ---------- ------
</TABLE>
RECENTLY ISSUED ACCOUNTING STANDARDS
The American Institute of Certified Public Accountants' Accounting
Standards Executive Committee issued Statement of Position No. 98-5,
Reporting on the Costs of Start-Up Activities. This standard provides
guidance on the financial reporting for start-up costs and organization
costs. This standard requires costs of start-up activities and organization
costs to be expensed as incurred and is effective for fiscal years beginning
after December 15, 1998, although earlier application is encouraged.
Management believes that this standard could have a material effect on the
Company's consolidated financial statements depending on the status of the
Company's current and future expansion projects at the time this standard is
adopted.
2. COMMITMENTS AND CONTINGENCIES
At March 31, 1998 the Company had entered into various purchase agreements
to purchase gaming equipment for approximately $3.0 million.
Several securities class action lawsuits have been filed against the Company
and certain of its current and former officers and directors. The lawsuits were
filed in various jurisdictions following the Company's announcement in early
December 1997 that the Company's results for the December quarter might not meet
analysts' expectations. The lawsuits have been brought on behalf of certain
purchasers of the stock of the Company and allege violations of state and/or
federal securities laws arising out of alleged misstatements and omissions to
state material facts about the Company over various periods of time covered by
the suits. The lawsuits have all been consolidated in Nevada, both in federal
and state court. The consolidated federal action is captioned IN RE ANCHOR
GAMING SECURITIES LITIGATION, Civil Action No. CV-S-97-01751-PMP (RJJ), and the
consolidated state action is captioned RYAN, ET AL. V. ANCHOR GAMING, ET AL.,
Civil No. A383456. Certain other actions have been transferred and/or
dismissed. The Company believes that the claims are without merit, and the
Company intends to vigorously contest the suits.
At March 31, 1998, the Company had entered into an agreement to purchase the
assets of an engineering company owned by an employee of the Company that had
previously been developing products for the exclusive use of the Company in its
proprietary games operations.
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<PAGE>
The expected total purchase price of $2,100,000 exceeds the fair value of the
identifiable assets by approximately $1,800,000. The excess purchase price will
be recorded as goodwill on the books of the Company and amortized over a period
of three years.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Report on Form 10-Q contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and other applicable securities laws. Such statements are subject to inherent
risks and uncertainties, and actual results could differ materially from those
anticipated by the forward-looking statements. These risks and uncertainties
include, but are not limited to: risks of proprietary games such as pressure
from competitors, changes in economic conditions, obsolescence, declining
popularity, and duplication by third parties; competition and seasonality in
Black Hawk and Cripple Creek, Colorado; dependence on suppliers; changes in
gaming regulations and taxes; dependence upon key personnel; and other factors
described from time to time in the Company's reports filed with the Securities
and Exchange Commission, including the Company's Form 10-K for the year ended
June 30, 1997, its Registration Statement file no. 333-34755, and its Form 10-Q
for the quarters ended September 30 and December 31, 1997. The Company
undertakes no obligation to update any forward-looking statement.
OVERVIEW
The following table sets forth the percentage of Anchor's total revenues
attributable to proprietary games operations, casino operations, gaming machine
route operations, and other during the three months and nine months ended March
31, 1998 and 1997. The growth in proprietary games revenue as a percentage of
total revenues is attributable primarily to the commencement of the Company's
Joint Venture with IGT during the second half of fiscal 1997.
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
------------------- -----------------
Sources of Revenues 1998 1997 1998 1997
----------------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Proprietary games operations 50.1% 31.2% 48.5% 29.1%
Casino operations 35.3 46.2 35.4 47.2
Route operations 13.9 21.8 15.3 22.9
Other .7 .8 .8 .8
------ ------ ------ ------
100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
REVENUES. Total revenues were $59.2 million for the three months ended
March 31, 1998, an increase of $22.4 million or 60.9% from $36.8 million for the
three months ended March 31, 1997.
Revenues from proprietary games operations were $29.6 million for the three
months ended March 31, 1998, an increase of $18.1 million or 157.4% from $11.5
million for the three months ended March 31, 1997. This increase is primarily
due to revenues generated from the Company's Joint Venture with IGT and, to a
lesser extent, revenues generated from the
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<PAGE>
Company's proprietary games Wheel of Gold-TM- and Totem Pole-TM-. These
increases were offset to some extent by decreased revenues generated from the
sale of tokens for the proprietary game Silver Strike-TM- and decreased
revenues generated from the proprietary game Clear Winner-TM-. The Company
expects the trend of reduced quarter-to-quarter Silver Strike-TM- and Clear
Winner-TM- revenue comparisons to continue due to the market maturity of
these proprietary games.
Revenues from casino operations were $20.9 million for the three months
ended March 31, 1998, an increase of $3.9 million or 22.9% from $17.0 million
for the three months ended March 31, 1997. The increase is primarily due to
increased revenue at the Colorado Central Station Casino and to a lesser
extent due to increased revenue at the Colorado Grande Casino. The Company's
Colorado casino operations were the beneficiary of mild weather during the
quarter ended March 31, 1998. The Company expects the opening of a new
casino by an unrelated competitor in the Black Hawk, Colorado market during
the June 1998 quarter. The Company cannot predict the effect, if any, that
the new casino opening will have on the Company's Colorado casino operations.
Revenues from route operations were $8.2 million for the three months
ended March 31, 1998, an increase of $200,000 or 2.5% from $8.0 million for
the three months ended March 31, 1997. Machines on route increased to 816 at
March 31, 1998, from 760 at March 31, 1997, while average machines on route
during the third quarter of fiscal 1998 was 838 machines, as compared to 765
machines during the third quarter of fiscal 1997. The increase in route
revenue was due to the increased number of machines on route offset somewhat
by increased competition due to expansion of grocery store chains and local
casino operations. As a result of the increased competition, the trend of
generally flat quarter over quarter route revenue comparisons is expected to
continue. The Mayor of Las Vegas recently formed a committee to study the
local effect of gaming in grocery and convenience stores. The Company cannot
predict the effect, if any, that the study's results will have on its route
operation's revenues and profits.
COSTS AND EXPENSES. Total costs and expenses were $32.1 million for the
three months ended March 31, 1998, an increase of $8.1 million or 33.8% from
$24.0 million for the three months ended March 31, 1997. Total costs and
expenses as a percentage of total revenues decreased to 54.2% during the third
quarter of fiscal 1998 from 65.2% during the third quarter of fiscal 1997.
Costs and expenses of proprietary games operations were $3.4 million for
the three months ended March 31, 1998, an increase of $1.0 million or 41.7%
from $2.4 million for the three months ended March 31, 1997. Proprietary
games costs and expenses as a percentage of proprietary games revenues
decreased to 11.5% during the third quarter of fiscal 1998 from 20.9% during
the third quarter of fiscal 1997. The increase in proprietary games costs was
primarily due to increased machine parts resulting from increased machine
conversions and maintenance. The decrease in proprietary games costs as a
percentage of revenue is primarily due to equity in the income of the joint
venture with IGT, which, for accounting purposes, is recorded net of
expenses. Additionally, revenues from the Company's proprietary games, such
as Wheel of Gold-TM- and Totem Pole-TM-, incur less costs and expenses as a
percentage of revenue than the Company's Silver Strike-TM- game, which
previously accounted for a larger percentage
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<PAGE>
of the Company's proprietary games revenue. Recent developments in world silver
markets have resulted in an increase in silver prices, which, if it persists,
could affect the profitability of the Silver Strike game.
Costs and expenses of casino operations were $9.0 million for the three
months ended March 31, 1998, an increase of $1.9 million or 26.8% from $7.1
million for the three months ended March 31, 1997. Casino costs and expenses as
a percentage of casino revenue increased to 43.1% during the third quarter of
fiscal 1998 from 41.8% during the third quarter of fiscal year 1997. The
increase in casino costs and expenses was primarily due to increased gaming
taxes, promotions and direct payroll at both of the Company's casinos.
Costs and expenses of route operations were $5.4 million for the three
months ended March 31, 1998, an increase of $500,000 or 10.2% from $4.9 million
for the three months ended March 31, 1997. Costs and expenses of route
operations as a percentage of route revenue increased to 65.9% during the third
quarter of fiscal 1998 compared to 61.3% during the third quarter of fiscal
1997. The increase in route costs and expenses was primarily due to increased
location costs and to a lesser extent increased direct payroll costs, both
related to increased machines on route.
Selling, general, and administrative ("SG&A") expenses were $10.7 million
for the three months ended March 31, 1998, an increase of $3.9 million or 57.4%
from $6.8 million for the three months ended March 31, 1997. SG&A expenses as a
percentage of total revenue remained relatively constant at 18.1% during the
third quarter of fiscal 1998 compared to 18.5% during the third quarter of
fiscal 1997. The increase in SG&A expenses is primarily due to increased
expenses in the Company's proprietary games operations of approximately $3.0
million, including increased payroll and compensation costs, valuation
allowances, and tax and licensing costs, as well as increased legal costs
incurred at the holding Company level.
Depreciation and amortization expense was $3.3 million for the three months
ended March 31, 1998, an increase of $900,000 or 37.5% from $2.4 million for the
three months ended March 31, 1997. This increase is primarily due to increased
depreciation expense incurred in the Company's proprietary games operations and
to a lesser extent increased depreciation incurred at the Colorado Central
Station Casino.
INCOME FROM OPERATIONS. As a result of the factors discussed above, income
from operations was $27.1 million for the three months ended March 31, 1998, an
increase of $14.3 million or 111.7% from $12.8 million for the three months
ended March 31, 1997. As a percentage of total revenues, income from operations
increased to 45.8% during the third quarter of fiscal 1998 from 34.8% during the
third quarter of fiscal 1997.
INTEREST INCOME. Interest income was $494,000 for the three months ended
March 31, 1998, a decrease of $399,000 or 44.7% from $893,000 for the three
months ended March 31,
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<PAGE>
1997. This decrease is due to decreased balances in short-term investments
primarily resulting from the acquisition of treasury stock.
NET INCOME. As a result of the factors discussed above, net income was
$17.2 million for the three months ended March 31, 1998, an increase of $8.6
million or 100.0% from $8.6 million for the three months ended March 31, 1997.
NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO NINE MONTHS ENDED MARCH 31, 1997
REVENUES. Total revenues were $167.2 million for the nine months ended
March 31, 1998, an increase of $59.6 million or 55.4% from $107.6 million for
the nine months ended March 31, 1997.
Revenues from proprietary games operations were $81.1 million for the nine
months ended March 31, 1998, an increase of $49.8 million or 159.1% from $31.3
million for the nine months ended March 31, 1997. This increase is primarily
due to revenues generated from the Company's joint venture with IGT and, to a
lesser extent, revenues generated from the Company's proprietary games Wheel of
Gold-TM- and Totem Pole-TM-. These increases were offset to some extent by
decreased revenues generated from the proprietary game Silver Strike-TM-.
Revenues from casino operations were $59.2 million for the nine months
ended March 31, 1998, an increase of $8.4 million or 16.5% from $50.8 million
for the nine months ended March 31, 1997. The increase is primarily due to
increased revenue at the Colorado Central Station Casino and to a lesser extent
due to increased revenue at the Colorado Grande Casino. The Company expects the
opening of a new casino by an unrelated competitor in the Black Hawk, Colorado
market during the June 1998 quarter. The Company cannot predict the effect, if
any, that the new casino opening will have on the Company's Colorado casino
operations.
Revenues from route operations were $25.6 million for the nine months
ended March 31, 1998, an increase of $1.0 million or 4.1% from $24.6 million
for the nine months ended March 31, 1997. Average machines on route during
the nine months ended March 31, 1998 was 822 machines, as compared to 757
machines during the nine months ended March 31, 1997. The increase in route
revenue was due to the increased number of machines on route offset somewhat
by increased competition due to expansion of grocery store chains and local
casino operations. The Mayor of Las Vegas recently formed a committee to
study the local effect of gaming in grocery and convenience stores. The
Company cannot predict the effect, if any, that the study's results will have
on its route operation's revenues and profits.
COSTS AND EXPENSES. Total costs and expenses were $89.6 million for the
nine months ended March 31, 1998, an increase of $19.1 million or 27.1% from
$70.5 million for the nine months ended March 31, 1997. Total costs and
expenses as a percentage of total revenues decreased to 53.6% during the nine
months ended March 31, 1998 from 65.5% during the nine months ended March 31,
1997.
- 14 -
<PAGE>
Costs and expenses of proprietary games operations were $9.7 million for
the nine months ended March 31, 1998, an increase of $1.5 million or 18.3% from
$8.2 million for the nine months ended March 31, 1997. Proprietary games costs
and expenses as a percentage of proprietary games revenues decreased to 12.0%
during the nine months ended March 31, 1998 from 26.2% during the nine months
ended March 31, 1997. The increase in proprietary games costs was primarily due
to increased machine parts resulting from increased machine conversions and
maintenance. The decrease in proprietary games costs as a percentage of revenue
is primarily due to equity in income of the joint venture with IGT, which, for
accounting purposes, are recorded net of expenses. Additionally, revenues from
the Company's proprietary games, such as Wheel of Gold-TM- and Totem Pole-TM-,
incur less costs and expenses as a percentage of revenue than the Company's
Silver Strike-TM- game, which previously accounted for a larger percentage of
the Company's proprietary games revenue. Recent developments in world silver
markets have resulted in an increase in silver prices, which, if it persists,
could affect the profitability of the Silver Strike game.
Costs and expenses of casino operations were $25.1 million for the nine
months ended March 31, 1998, an increase of $3.9 million or 18.4% from $21.2
million for the nine months ended March 31, 1997. Casino costs and expenses as
a percentage of casino revenue increased slightly to 42.4% during the nine
months ended March 31, 1998 from 41.7% during the nine months ended March 31,
1997. The increase in casino costs and expenses was primarily due to increased
gaming taxes, promotions and direct payroll at both of the Company's casinos.
Costs and expenses of route operations were $16.0 million for the nine
months ended March 31, 1998, an increase of $1.3 million or 8.8% from $14.7
million for the nine months ended March 31, 1997. Costs and expenses of route
operations as a percentage of route revenue increased to 62.5% during the nine
months ended March 31, 1998 compared to 59.8% during the nine months ended March
31, 1997. The increase in route costs and expenses was primarily due to
increased location costs and to a lesser extent increased direct payroll costs,
both related to increased machines on route.
Selling, general, and administrative ("SG&A") expenses were $28.3 million
for the nine months ended March 31, 1998, an increase of $9.0 million or 46.6%
from $19.3 million for the nine months ended March 31, 1997. SG&A expenses as a
percentage of total revenue decreased to 16.9% during the nine months ended
March 31, 1998 from 17.9% during the nine months ended March 31, 1997. The
increase in SG&A expenses is primarily due to increased expenses in the
Company's proprietary games operations of approximately $7.3 million, including
increased payroll and compensation costs, valuation allowances, and tax and
licensing costs, as well as increased legal costs incurred at the holding
Company level.
Depreciation and amortization expense was $9.2 million for the nine months
ended March 31, 1998, an increase of $3.2 million or 53.3% from $6.0 million for
the nine months ended March 31, 1997. This increase is primarily due to
increased depreciation expense incurred in the Company's proprietary games
operations and to a lesser extent increased depreciation incurred at the
Colorado Central Station Casino.
- 15 -
<PAGE>
INCOME FROM OPERATIONS. As a result of the factors discussed above, income
from operations was $77.6 million for the nine months ended March 31, 1998, an
increase of $40.5 million or 109.2% from $37.1 million for the nine months ended
March 31, 1997. As a percentage of total revenues, income from operations
increased to 46.4% during the nine months ended March 31, 1998 from 34.5% during
the nine months ended March 31, 1997.
INTEREST INCOME. Interest income was $2.2 million for the nine months
ended March 31, 1998, a decrease of $700,000 or 24.1% from $2.9 million for the
nine months ended March 31, 1997. This decrease is due to decreased balances in
short-term investments primarily resulting from the acquisition of treasury
stock.
NET INCOME. As a result of the factors discussed above, net income was
$49.9 million for the nine months ended March 31, 1998, an increase of $24.9
million or 99.6% from $25.0 million for the nine months ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Anchor's principal sources of liquidity have been cash flows from
operations and the net proceeds from a secondary public offering in April 1996
and the Company's initial public offering in February 1994. Net proceeds to the
Company from the April 1996 offering were $53.9 million, net proceeds from the
February 1994 offering were $34.1 million. In October 1997, certain
shareholders of the Company completed a secondary public offering. The Company
did not receive any proceeds from the October 1997 offering. Net cash provided
by operating activities was $46.0 million during the first nine months of fiscal
1998 and $31.9 million during the first nine months of fiscal 1997. At March
31, 1998, the Company had cash and cash equivalents of $56.5 million, working
capital of $42.3 million, and a $10.0 million unsecured revolving bank line of
credit (the "Bank Revolver").
During the first nine months of fiscal 1998, the Company spent $19.8
million on capital expenditures, primarily related to the purchase of gaming
devices and equipment for use in its proprietary games operations.
In September 1997, the Company, with a joint venture partner, was granted
permission to operate six permanent full-time and one part-time charity based
gaming clubs in Ontario, Canada. Capital expenditures related to this joint
venture have been immaterial to date. The Company anticipates the use of cash
to fund both capital expenditures and preopening expenses to increase beginning
in the fourth quarter of fiscal 1998.
In April 1997, the Board of Directors authorized a repurchase of up to
1,000,000 shares of the Company's common stock. In December 1997, the Board of
Directors authorized 514,000 additional shares for repurchase. During the
quarter ended March 31, 1998 the Company did not repurchase any shares of stock.
During the nine months ended March 31, 1998, the Company repurchased 638,375
shares of stock at a cost of $36.2 million. Since the inception of the
repurchase program, the Company repurchased 974,375 shares of stock at a
- 16 -
<PAGE>
cost of $49.6 million. As of March 31, 1998 there was a balance of 539,625
authorized shares remaining under the repurchase program.
In April 1997, the Company entered into the Bank Revolver, which expires
November 30, 1998. The Bank Revolver bears interest at the prime rate of
interest or LIBOR plus 2%, at the Company's option. The Company has agreed
to maintain certain financial and non-financial covenants customary with
lending arrangements of this type. The Company has remained in compliance
with the covenants throughout the term of the credit facility. During the
first nine months of fiscal 1998 the Company did not borrow under the Bank
Revolver.
The Company believes its principal liquidity requirements will be the
purchase of additional proprietary gaming machines in formats that have already
been introduced to the market, as well as the development and purchase of
proprietary gaming machines in formats that have not yet been introduced. The
Company anticipates the use of cash to fund both capital expenditures and
preopening expenses related to its joint venture established to operate six
permanent full-time and one part-time charity based gaming clubs in Ontario,
Canada.
At March 31, 1998, the Company had commitments to purchase gaming equipment
for approximately $3.0 million. The Company had also entered into an agreement
to purchase the assets of an engineering company owned by an employee of the
Company for an estimated price of $2.1 million.
The Company is currently in the process of evaluating its computer software
and databases to determine whether or not modifications will be required to
prepare the Company's computer systems for the year 2000. These problems, which
have been widely reported in the media, could cause malfunctions in certain
software and databases with respect to dates on or after January 1, 2000, unless
corrected. At this time, the Company has not yet determined the cost of
evaluating its computer software or databases or of making any modifications
required to correct any such problems.
The Company believes that cash on hand, cash flow from operations, and
available borrowings under the Bank Revolver will be sufficient to fund its
currently planned capital expenditures.
The Company continually seeks opportunities to expand its gaming oriented
businesses in new and existing gaming jurisdictions. If successful in pursuing
another opportunity in any gaming oriented business and depending on the amount
of funding required, the Company may be required to obtain additional financing.
RECENTLY ISSUED ACCOUNTING STANDARDS
The American Institute of Certified Public Accountants' Accounting
Standards Executive Committee issued Statement of Position No. 98-5,
Reporting on the Costs of Start-Up Activities. This standard provides
guidance on the financial reporting for start-up costs and organization
costs. This standard requires costs of start-up activities and organization
costs to be expensed as incurred and is effective for fiscal years beginning
after December 15, 1998, although earlier application is encouraged.
Management believes that this standard could have a material effect on the
Company's consolidated financial statements depending on the status of the
Company's current and future expansion projects at the time this standard is
adopted.
- 17 -
<PAGE>
PART II. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
- 18 -
<PAGE>
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
ANCHOR GAMING
(Registrant)
Date May 12, 1998 /s/ Stanley E. Fulton
----------------------------------
Stanley E. Fulton
Chairman and
Chief Executive Officer
Date May 12, 1998 /s/ Geoffrey A. Sage
----------------------------------
Geoffrey A. Sage
Corporate Controller and
Principal Accounting Officer
- 19 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANCHOR
GAMING'S CONSOLIDATED CONDENSED BALANCE SHEET AT MARCH 31, 1998 AND
CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 56,542,279
<SECURITIES> 0
<RECEIVABLES> 6,691,902
<ALLOWANCES> 0
<INVENTORY> 2,691,485
<CURRENT-ASSETS> 68,185,433
<PP&E> 95,654,518
<DEPRECIATION> 0
<TOTAL-ASSETS> 218,974,336
<CURRENT-LIABILITIES> 25,883,354
<BONDS> 2,800,000
0
0
<COMMON> 136,903
<OTHER-SE> 188,831,586
<TOTAL-LIABILITY-AND-EQUITY> 218,974,336
<SALES> 0
<TOTAL-REVENUES> 167,174,519
<CGS> 0
<TOTAL-COSTS> 89,579,755
<OTHER-EXPENSES> (2,444,336)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 168,080
<INCOME-PRETAX> 79,871,020
<INCOME-TAX> 29,951,633
<INCOME-CONTINUING> 49,919,387
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 49,919,387
<EPS-PRIMARY> 3.90
<EPS-DILUTED> 3.78
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANCHOR
GAMING'S CONSOLIDATED BALANCE SHEETS AND INCOME STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1997 JUN-30-1997 JUN-30-1997
<PERIOD-START> JUL-01-1996 JUL-01-1996 JUL-01-1996 JUL-01-1996
<PERIOD-END> SEP-30-1996 DEC-31-1996 MAR-31-1997 JUN-30-1997
<CASH> 80,592,956 70,932,912 74,251,518 66,427,369
<SECURITIES> 0 0 0 0
<RECEIVABLES> 5,371,156 6,769,523 6,444,367 6,403,671
<ALLOWANCES> 0 0 0 0
<INVENTORY> 3,540,634 3,137,380 2,813,921 3,196,918
<CURRENT-ASSETS> 91,358,191 82,549,614 85,818,830 78,248,530
<PP&E> 68,705,184 82,880,285 85,105,282 85,033,436
<DEPRECIATION> 0 0 0 0
<TOTAL-ASSETS> 176,797,893 182,265,386 189,207,732 188,860,848
<CURRENT-LIABILITIES> 15,340,688 13,346,657 11,642,508 13,244,920
<BONDS> 3,625,000 2,800,000 2,800,000 2,800,000
0 0 0 0
0 0 0 0
<COMMON> 135,397 135,438 135,463 135,796
<OTHER-SE> 156,248,764 164,510,341 173,118,139 171,132,952
<TOTAL-LIABILITY-AND-EQUITY> 176,797,893 182,265,386 189,207,732 188,860,848
<SALES> 0 0 0 0
<TOTAL-REVENUES> 35,175,832 70,830,749 107,621,092 153,748,599
<CGS> 0 0 0 0
<TOTAL-COSTS> 22,958,342 46,514,958 70,477,844 100,554,593
<OTHER-EXPENSES> (992,609) (2,009,946) (2,864,718) (3,770,835)
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 97,107 176,939 231,865 287,711
<INCOME-PRETAX> 13,112,992 26,148,798 39,776,101 56,677,130
<INCOME-TAX> 4,871,396 9,697,586 14,747,063 21,000,702
<INCOME-CONTINUING> 8,241,596 16,451,212 25,029,038 35,676,428
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 8,241,596 16,451,212 25,029,038 35,676,428
<EPS-PRIMARY> .62 1.23 1.88 2.68
<EPS-DILUTED> .61 1.21 1.84 2.64
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANCHOR
GAMING'S CONSOLIDATED BALANCE ANCHOR CONSOLIDATED BALANCE SHEETS AND INCOME
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1998
<PERIOD-START> JUL-01-1997 JUL-01-1997
<PERIOD-END> SEP-30-1997 DEC-31-1997
<CASH> 69,958,080 40,138,666
<SECURITIES> 0 0
<RECEIVABLES> 7,084,987 7,617,216
<ALLOWANCES> 0 0
<INVENTORY> 2,091,145 1,403,038
<CURRENT-ASSETS> 81,222,631 51,317,471
<PP&E> 89,864,854 95,979,128
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 207,674,924 195,017,951
<CURRENT-LIABILITIES> 23,128,712 19,149,148
<BONDS> 2,800,000 2,800,000
0 0
0 0
<COMMON> 136,628 136,903
<OTHER-SE> 180,407,337 171,661,232
<TOTAL-LIABILITY-AND-EQUITY> 207,674,924 195,017,951
<SALES> 0 0
<TOTAL-REVENUES> 54,481,238 107,990,494
<CGS> 0 0
<TOTAL-COSTS> 28,431,574 57,464,612
<OTHER-EXPENSES> (793,855) (1,985,418)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 56,694 112,847
<INCOME-PRETAX> 26,786,825 52,398,453
<INCOME-TAX> 10,045,059 19,649,420
<INCOME-CONTINUING> 16,741,766 32,749,033
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
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<NET-INCOME> 16,741,766 32,749,033
<EPS-PRIMARY> 1.29 2.53
<EPS-DILUTED> 1.25 2.45
</TABLE>
