UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  June 30, 2004

 

 

Commission File Number 0-4281

ALLIANCE GAMING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

NEVADA

88-0104066

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

6601 S. Bermuda Rd.

 

Las Vegas, Nevada

89119

(Address of principal executive offices)

(Zip Code)

 

 

(Registrant’s Telephone Number, Including Area Code): (702) 270-7600

 



 

ITEM 2.01.  Acquisitions or Disposition of Assets

 

On June 30, 2004, Alliance Gaming Corporation completed the sale of United Coin Machine Co. to Montana-based Century Gaming, Inc. Total consideration for the disposition was approximately $100 million in cash and the assumption by Century Gaming of approximately $5 million in debt, which was previously disclosed in a press release, filed on Form 8-K on July 6, 2004, and is incorporated herein by reference. Alliance Gaming Corporation recorded in a pre-tax gain on sale of $15.3 million, or $9.1 million after deferred taxes.

 

 

ITEM 9.01.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

 

 

(a)

Financial Statements of Businesses Acquired.

 

 

 

 

 

Not Applicable.

 

 

 

 

(b)

Pro Forma Financial Information

 

 

 

 

 

Unaudited pro forma condensed consolidated balance sheet as of March 31, 2004.

 

 

 

 

 

Unaudited pro forma condensed consolidated statement of operations for the nine months ended March 31, 2004.

 

 

 

 

 

Unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2003.

 

 

 

 

 

Notes to unaudited pro forma condensed consolidated financial statements.

 

 

 

 

(c) Exhibits

 

 

 

 

 

Not Applicable.

 

2



 

Alliance Gaming Corporation and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations

 

The following unaudited pro forma condensed consolidated financial statements have been derived from the historical financial statements of Alliance Gaming Corporation and subsidiaries (collectively, the “Company”) to give effect to the sale of United Coin Machine Co. (“United Coin”) to Century Gaming, Inc. which was completed on June 30, 2004.

 

The operations of United Coin are included in discontinued operations in the historical financial statements, accordingly, since the pro forma financial statements represent the continuing operations only, there are no adjustments required to be made to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2003 and nine months ended March 31, 2004. The United Coin assets and liabilities are classified as held for sale the unaudited pro forma condensed consolidated balance sheet as of March 31, 2004, and the pro forma adjustments gives effect to the transaction as if the transaction had occurred on March 31, 2004.

 

Certain pro forma adjustments described in the accompanying notes are based on estimates and various assumptions that the Company believes are reasonable under the circumstances. The pro forma information below is provided for informational purposes only and is not necessarily indicative of what the actual financial position or results of operations of the Company would have been had the transaction actually occurred on the date indicated.

 

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s financial statements, including the notes thereto, as of and for the year ended June 30, 2003 contained in the Company’s Annual Report on Form 10-K and its quarterly report on Form-10-Q as of and for the nine months ended March 31, 2004, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

3



 

ALLIANCE GAMING CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2004

(In 000’s, except share amounts)

 

ASSETS

 

 

 

As
Reported

 

Pro Forma
Adjustments (a)

 

Pro Forma

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents (a)

 

$

32,506

 

100,812

 

$

133,318

 

Accounts and notes receivable, net

 

114,844

 

 

 

114,844

 

Inventories, net

 

53,236

 

 

 

53,236

 

Deferred tax assets, net

 

56,331

 

 

 

56,331

 

Other current assets

 

12,004

 

 

12,004

 

Total current assets

 

268,921

 

100,812

 

369,733

 

 

 

 

 

 

 

 

 

Short-term investments (restricted)

 

2,638

 

 

 

2,638

 

Long-term receivables, net

 

12,020

 

 

 

12,020

 

Lease receivable, net

 

8,269

 

 

 

8,269

 

Leased gaming equipment, net

 

54,983

 

 

 

54,983

 

Property, plant and equipment, net

 

65,542

 

 

 

65,542

 

Goodwill, net

 

135,128

 

 

 

135,128

 

Intangible assets, net

 

64,837

 

 

 

64,837

 

Assets of discontinued operations held for sale

 

109,340

 

(97,364

)

11,976

 

Other assets, net

 

6,277

 

 

6,277

 

Total assets

 

$

727,955

 

3,448

 

$

731,403

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

38,729

 

 

 

$

38,729

 

Accrued liabilities

 

53,849

 

 

 

53,849

 

Jackpot liabilities

 

14,239

 

 

 

14,239

 

Current maturities of long-term debt

 

5,446

 

 

 

5,446

 

Liabilities of discontinued operations held for sale

 

24,970

 

(5,676

)

19,294

 

Total current liabilities

 

137,233

 

(5,676

)

131,557

 

Long-term debt, net

 

424,015

 

 

 

424,015

 

Deferred tax liabilities

 

6,676

 

 

 

6,676

 

Other liabilities

 

5,048

 

 

 

5,048

 

Minority interest

 

1,447

 

 

1,447

 

Total liabilities

 

574,419

 

(5,676

)

568,743

 

 

 

 

 

 

 

 

 

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; 51,266,000 shares issued

 

5,129

 

 

 

5,129

 

Treasury stock at cost, 513,000 shares

 

(501

)

 

 

(501

)

Additional paid-in capital

 

185,638

 

 

 

185,638

 

Accumulated other comprehensive income

 

2,084

 

 

 

2,084

 

Accumulated deficit

 

(38,826

)

9,124

 

(29,702

)

Total stockholders’ equity

 

153,536

 

9,124

 

162,660

 

Total liabilities and stockholders’ equity

 

$

727,955

 

3,448

 

$

731,403

 

 

4



 

ALLIANCE GAMING CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED MARCH 31, 2004

(In 000’s, except per share amounts)

 

 

 

As

 

Pro Forma

 

 

 

 

 

Reported

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Gaming equipment and systems

 

$

286,764

 

 

 

$

286,764

 

Casino operations

 

39,329

 

 

 

39,329

 

 

 

326,093

 

 

326,093

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of gaming equipment and systems

 

113,395

 

 

 

113,395

 

Cost of casino operations

 

15,211

 

 

 

15,211

 

Selling, general and administrative

 

80,812

 

 

 

80,812

 

Research and development costs

 

24,462

 

 

 

24,462

 

Depreciation and amortization

 

20,595

 

 

 

20,595

 

 

 

254,475

 

 

254,475

 

 

 

 

 

 

 

 

 

Operating income

 

71,618

 

 

71,618

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest income

 

1,943

 

 

 

1,943

 

Interest expense

 

(14,188

)

 

 

(14,188

)

Minority interest

 

(1,749

)

 

 

(1,749

)

Refinancing charges

 

(12,293

)

 

 

(12,293

)

Other, net

 

(1,081

)

 

 

(1,081

)

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

44,250

 

 

44,250

 

Income tax expense

 

15,944

 

 

 

15,944

 

Net income from continuing operations

 

$

28,306

 

 

$

28,306

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:
Continuing operations

 

$

0.57

 

 

 

$

0.57

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:
Continuing operations

 

$

0.56

 

 

 

$

0.56

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

49,334

 

 

 

49,334

 

Weighted average common and common share equivalents outstanding

 

50,522

 

 

 

50,522

 

 

5



 

ALLIANCE GAMING CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED JUNE 30, 2003

(In 000’s, except per share amounts)

 

 

 

As

 

Pro Forma

 

 

 

 

 

Reported (1)

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Gaming equipment and systems

 

$

335,436

 

 

 

$

335,436

 

Casino operations

 

50,945

 

 

 

50,945

 

 

 

386,381

 

 

386,381

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of gaming equipment and systems

 

144,352

 

 

 

144,352

 

Cost of casino operations

 

21,208

 

 

 

21,208

 

Selling, general and administrative

 

95,432

 

 

 

95,432

 

Research and development costs

 

19,955

 

 

 

19,955

 

Depreciation and amortization

 

20,462

 

 

 

20,462

 

 

 

301,409

 

 

301,409

 

 

 

 

 

 

 

 

 

Operating income

 

84,972

 

 

84,972

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest income

 

220

 

 

 

220

 

Interest expense

 

(25,645

)

 

 

(25,645

)

Minority interest

 

(2,009

)

 

 

(2,009

)

Other, net

 

180

 

 

 

180

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

57,718

 

 

57,718

 

Income tax expense

 

20,556

 

 

 

20,556

 

Net income from continuing operations

 

$

37,162

 

 

$

37,162

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:
Continuing operations

 

$

0.76

 

 

 

$

0.76

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:
Continuing operations

 

$

0.74

 

 

 

$

0.74

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

49,153

 

 

 

49,153

 

Weighted average common and common share equivalents outstanding

 

50,139

 

 

 

50,139

 

 


(1) The results have been reclassified to report the results of the Rail City Casino as discontinued operations

 

6



 

Alliance Gaming Corporation and Subsidiaries

Notes to Unaudited Pro Forma Condensed

Consolidated Balance Sheet and Statement of Operations

 

The above unaudited pro forma condensed consolidated financial statements present financial information for the Company giving effect to the disposition of United Coin, which was effective June 30, 2004. The amounts included in the columns labeled “As Reported” were derived from the historical financial results of the Company as reported in the Annual Report filed on Form 10-K as of and for the year ended June 30, 2003 and in the Company’s quarterly report filed on Form 10-Q as of and for the nine months ended March 31, 2004. The following are the pro forma adjustments to effect this transaction:

 

(a)                                  To record the pro forma disposition of United Coin as of March 31, 2004, including the elimination of the assets and liabilities held for sale and to reflect the receipt of the sale proceeds.

 

Sale proceeds

 

$

100,812

 

Selling expenses

 

3,260

 

 

 

97,552

 

Net book value of assets and liabilities sold

 

82,226

 

Gain on sale of assets

 

15,326

 

Income tax expense

 

6,202

 

Gain on sale, net of deferred taxes

 

$

9,124

 

 

7



 

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 authorized.

 

 

 

 

ALLIANCE GAMING CORPORATION

 

(Registrant)

 

 

 

 

 

 

 

By

/s/ Robert Miodunski

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

By

/s/ Robert L. Saxton

 

 

Executive Vice President, Chief Financial

 

 

Officer and Treasurer (Principal

 

 

Financial and Accounting Officer)

 

Date: August 26, 2004

 

8