Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended December 31, 2013

 

OR

 

o  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 001-31558

 

BALLY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

 

88-0104066

(State or other jurisdiction of incorporation or organization)

 

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

 

6601 S. Bermuda Rd.

Las Vegas, Nevada  89119

(Address of principal executive offices)

 

(702) 584-7700

(Registrant’s telephone number, including area code)

 

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.  x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer x

 

Accelerated Filer o

 

 

 

Non-Accelerated Filer o

 

Smaller Reporting Company o

(do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes  x No

 

The number of shares of Common Stock, $0.10 par value, outstanding as of February 5, 2014, was 39,108,000 which do not include 26,545,000 shares held in treasury.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

PART I.

FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

 

Condensed Consolidated Balance Sheets as of December 31, 2013 and June 30, 2013

3

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2013 and 2012

4

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2013 and 2012

5

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended December 31, 2013 and 2012

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2013 and 2012

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

9

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

 

 

 

Item 4.

Controls and Procedures

41

 

 

 

PART II.

OTHER INFORMATION

42

 

 

 

Item 1.

Legal Proceedings

42

 

 

 

Item 1A.

Risk Factors

42

 

 

 

Item 6.

Exhibits

42

 

 

 

SIGNATURES

 

43

 

2



Table of Contents

 

PART I

 

ITEM 1.              FINANCIAL STATEMENTS

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,
2013

 

June 30,
 2013

 

 

 

(in 000s, except share amounts)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

108,588

 

$

63,220

 

Restricted cash

 

13,895

 

12,939

 

Accounts and notes receivable, net of allowances for doubtful accounts of $15,277 and $14,813

 

280,900

 

248,497

 

Inventories

 

98,737

 

68,407

 

Prepaid and refundable income tax

 

45,800

 

21,845

 

Deferred income tax assets

 

49,286

 

38,305

 

Deferred cost of revenue

 

17,966

 

22,417

 

Prepaid assets

 

20,936

 

14,527

 

Other current assets

 

5,403

 

2,920

 

Total current assets

 

641,511

 

493,077

 

Restricted long-term investments

 

17,021

 

14,786

 

Long-term accounts and notes receivables, net of allowances for doubtful accounts of $1,629 and $1,764

 

69,641

 

65,456

 

Property, plant and equipment, net of accumulated depreciation of $66,744 and $60,556

 

66,453

 

35,097

 

Leased gaming equipment, net of accumulated depreciation of $230,138 and $209,680

 

138,144

 

113,751

 

Goodwill

 

990,083

 

172,162

 

Intangible assets, net

 

529,226

 

25,076

 

Deferred income tax assets

 

4,374

 

17,944

 

Income tax receivable

 

1,811

 

1,837

 

Deferred cost of revenue

 

11,404

 

12,105

 

Other assets, net

 

58,138

 

27,974

 

Total assets

 

$

2,527,806

 

$

979,265

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

28,457

 

$

25,863

 

Accrued and other liabilities

 

103,253

 

91,127

 

Jackpot liabilities

 

12,365

 

11,731

 

Deferred revenue

 

48,706

 

62,254

 

Income tax payable

 

5,572

 

11,345

 

Current maturities of long-term debt

 

39,305

 

24,615

 

Total current liabilities

 

237,658

 

226,935

 

Long-term debt, net of current maturities

 

1,900,935

 

580,000

 

Deferred revenue

 

29,081

 

23,696

 

Other income tax liability

 

12,679

 

12,658

 

Deferred income tax liabilities

 

134,143

 

171

 

Other liabilities

 

22,662

 

16,633

 

Total liabilities

 

2,337,158

 

860,093

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.10 par value; 100,000,000 shares authorized; 65,642,000 and 65,318,000 shares issued and 39,097,000 and 38,855,000 outstanding

 

6,555

 

6,523

 

Treasury stock at cost, 26,545,000 and 26,463,000 shares

 

(1,084,060

)

(1,058,381

)

Additional paid-in capital

 

578,161

 

535,759

 

Accumulated other comprehensive loss

 

(15,846

)

(10,692

)

Retained earnings

 

705,334

 

646,339

 

Total Bally Technologies, Inc. stockholders’ equity

 

190,144

 

119,548

 

Noncontrolling interests

 

504

 

(376

)

Total stockholders’ equity

 

190,648

 

119,172

 

Total liabilities and stockholders’ equity

 

$

2,527,806

 

$

979,265

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

3



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in 000s, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Gaming equipment and systems

 

$

177,398

 

$

139,323

 

$

324,785

 

$

273,334

 

Product lease, operation and royalty

 

107,795

 

99,016

 

209,697

 

200,156

 

 

 

285,193

 

238,339

 

534,482

 

473,490

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of gaming equipment and systems (1)

 

72,916

 

52,205

 

127,422

 

107,559

 

Cost of product lease, operation and royalty(1)

 

32,365

 

29,335

 

62,984

 

60,328

 

Selling, general and administrative

 

90,986

 

67,852

 

163,413

 

132,368

 

Research and development costs

 

32,709

 

26,599

 

62,213

 

51,694

 

Depreciation and amortization

 

11,672

 

5,687

 

16,937

 

11,291

 

 

 

240,648

 

181,678

 

432,969

 

363,240

 

Operating income

 

44,545

 

56,661

 

101,513

 

110,250

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

2,489

 

1,403

 

4,970

 

2,547

 

Interest expense

 

(11,795

)

(4,538

)

(16,222

)

(9,155

)

Other, net

 

(1,209

)

(1,059

)

(2,109

)

(1,802

)

Income from operations before income taxes

 

34,030

 

52,467

 

88,152

 

101,840

 

Income tax expense

 

(12,105

)

(19,389

)

(28,277

)

(37,818

)

Net income

 

21,925

 

33,078

 

59,875

 

64,022

 

Less net income (loss) attributable to noncontrolling interests

 

714

 

(48

)

880

 

(1,636

)

Net income attributable to Bally Technologies, Inc.

 

$

21,211

 

$

33,126

 

$

58,995

 

$

65,658

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted earnings per share attributable to Bally Technologies, Inc.:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.55

 

$

0.82

 

$

1.53

 

$

1.62

 

Diluted earnings per share

 

$

0.54

 

$

0.80

 

$

1.51

 

$

1.57

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

38,502

 

40,399

 

38,441

 

40,633

 

Diluted

 

39,189

 

41,494

 

39,140

 

41,805

 

 


(1)         Cost of gaming equipment and systems and product lease, operation and royalty exclude amortization related to intangible assets which are included in depreciation and amortization.

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in 000s)

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

21,925

 

$

33,078

 

$

59,875

 

$

64,022

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment before income taxes

 

(7,119

)

39

 

(7,354

)

892

 

Income tax expense

 

 

 

 

 

Foreign currency translation adjustment

 

(7,119

)

39

 

(7,354

)

892

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on derivative financial instruments before income taxes

 

3,086

 

1,289

 

3,385

 

763

 

Income tax expense (benefit)

 

(1,080

)

(451

)

(1,185

)

(267

)

Unrealized gain (loss) on derivative financial instruments

 

2,006

 

838

 

2,200

 

496

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss), net of income taxes

 

(5,113

)

877

 

(5,154

)

1,388

 

Comprehensive income

 

16,812

 

33,955

 

54,721

 

65,410

 

 

 

 

 

 

 

 

 

 

 

Less: comprehensive income (loss) attributable to noncontrolling interests

 

714

 

(48

)

880

 

(1,636

)

Comprehensive income attributable to Bally Technologies, Inc.

 

$

16,098

 

$

34,003

 

$

53,841

 

$

67,046

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

Common Stock

 

Series E
Special

 

Treasury

 

Additional
Paid-In

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Retained

 

Noncontrolling

 

Total
Stockholders’

 

 

 

Shares

 

Dollars

 

Stock

 

Stock

 

Capital

 

(“OCI”)

 

Earnings

 

Interests

 

Equity

 

 

 

(in 000s)

 

Balances at June 30, 2012

 

63,150

 

$

6,309

 

$

12

 

$

(790,633

)

$

489,002

 

$

(13,477

)

$

504,895

 

$

1,367

 

$

197,475

 

Net income (loss)

 

 

 

 

 

 

 

65,658

 

(1,636

)

64,022

 

Foreign currency translation adjustment

 

 

 

 

 

 

892

 

 

 

892

 

Unrealized loss on derivative financial instruments, net of tax

 

 

 

 

 

 

496

 

 

 

496

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

$

65,410

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

(22

)

(22

)

Issuance and receipt of restricted stock, ESPP shares, stock options and related tax and tax benefit

 

1,341

 

133

 

 

(8,712

)

27,040

 

 

 

 

18,461

 

Purchase of common stock for treasury

 

 

 

 

(91,323

)

 

 

 

 

(91,323

)

Share-based compensation

 

 

 

 

 

6,157

 

 

 

 

6,157

 

Balances at December 31, 2012

 

64,491

 

$

6,442

 

$

12

 

$

(890,668

)

$

522,199

 

$

(12,089

)

$

570,553

 

$

(291

)

$

196,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2013

 

65,318

 

$

6,523

 

$

 

$

(1,058,381

)

$

535,759

 

$

(10,692

)

$

646,339

 

$

(376

)

$

119,172

 

Net income (loss)

 

 

 

 

 

 

 

58,995

 

880

 

59,875

 

Foreign currency translation adjustment

 

 

 

 

 

 

(7,354

)

 

 

(7,354

)

Unrealized loss on derivative financial instruments, net of tax

 

 

 

 

 

 

2,200

 

 

 

2,200

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

$

54,721

 

Issuance and receipt of restricted stock, ESPP shares, stock options and related tax and tax benefit

 

324

 

32

 

 

(3,179

)

12,779

 

 

 

 

9,632

 

Settlement of accelerated share repurchase forward contract

 

 

 

 

(22,500

)

22,500

 

 

 

 

 

Share-based compensation

 

 

 

 

 

7,123

 

 

 

 

7,123

 

Balances at December 31, 2013

 

65,642

 

$

6,555

 

$

 

$

(1,084,060

)

$

578,161

 

$

(15,846

)

$

705,334

 

$

504

 

$

190,648

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Six Months Ended
December 31,

 

 

 

2013

 

2012

 

 

 

(in 000s)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

59,875

 

$

64,022

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

52,087

 

43,658

 

Share-based compensation

 

7,123

 

6,157

 

Amortization of deferred debt issuance costs

 

1,527

 

888

 

Income tax (benefit) expense

 

(3,178

)

146

 

Provision for doubtful accounts

 

2,317

 

7,019

 

Inventory write-downs

 

3,919

 

3,973

 

Excess tax benefit of stock option exercises

 

(3,439

)

(10,635

)

Other

 

92

 

998

 

Change in operating assets and liabilities:

 

 

 

 

 

Accounts and notes receivable

 

21,681

 

19,147

 

Inventories

 

(15,080

)

(36,890

)

Prepaid and refundable income tax and income tax payable

 

(16,486

)

(15,771

)

Other current assets and other assets

 

(3,879

)

(183

)

Accounts payable

 

(2,004

)

(9,269

)

Accrued liabilities and jackpot liabilities

 

(12,518

)

(12,365

)

Deferred revenue and deferred cost of revenue

 

(6,732

)

6,969

 

Net cash provided by operating activities

 

85,305

 

67,864

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition, net of cash acquired

 

(1,344,137

)

 

Capital expenditures

 

(10,956

)

(6,915

)

Restricted cash and investments

 

(3,192

)

2,024

 

Financing provided to customer

 

 

(1,228

)

Payments received from development financing

 

1,878

 

 

Additions to other long-term assets

 

(5,191

)

(659

)

Net cash used in investing activities

 

(1,361,598

)

(6,778

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from revolving credit facility

 

330,000

 

55,000

 

Payments on revolving credit facility

 

(70,000

)

 

Proceeds from long-term debt

 

1,100,000

 

 

Payments on long-term debt and capital leases

 

(14,052

)

(7,535

)

Capitalized debt issuance costs

 

(33,016

)

 

Acquisition-related contingent consideration

 

(459

)

 

Distributions to noncontrolling interests

 

 

(22

)

Purchase of treasury stock

 

(3,179

)

(100,035

)

Excess tax benefit of stock option exercises

 

3,439

 

10,635

 

Proceeds from exercise of stock options and employee stock purchases

 

9,372

 

16,305

 

Net cash provided by (used in) financing activities

 

1,322,105

 

(25,652

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(444

)

1,456

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

Increase for period

 

45,368

 

36,890

 

Balance, beginning of period

 

63,220

 

32,673

 

Balance, end of period

 

$

108,588

 

$

69,563

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED SUPPLEMENTAL CASH FLOW INFORMATION

 

The following supplemental information is related to the unaudited condensed consolidated statements of cash flows:

 

 

 

Six Months Ended
December 31,

 

 

 

2013

 

2012

 

 

 

(in 000s)

 

Cash paid for interest

 

$

14,878

 

$

8,545

 

Cash paid for income taxes, net of refunds

 

47,374

 

53,382

 

 

 

 

 

 

 

Non-cash investing and financing transactions:

 

 

 

 

 

Transfer of inventory to leased gaming equipment (1)

 

$

27,342

 

$

45,360

 

Reclassify property, plant and equipment to inventory (1)

 

6,384

 

6,141

 

 


(1)                                 As a result of the inability to separately identify the cash flows associated with the construction of leased gaming equipment, the Company has included all additions to leased gaming equipment as an increase in inventory under cash used in operating activities in the unaudited condensed consolidated statement of cash flows. In addition, cash generated from the sale of used gaming equipment classified as leased gaming equipment is also included in cash provided by operating activities in the unaudited condensed consolidated statement of cash flows. The Company has one process to procure raw materials for the assembly of both inventory and leased gaming equipment. The materials requisition planning process considers the number of devices the Company expects to build for sale and for use in its gaming operations during a particular period, but it does not separately earmark purchases for leased gaming equipment. Without such an earmarking process, the Company is unable to determine whether the parts used to construct leased gaming equipment during a particular period came from inventory on hand at the beginning of the period or was constructed from inventory procured during the period of deployment, thus requiring the expenditure of cash.

 

8



Table of Contents

 

BALLY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.             DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Bally Technologies, Inc. (“Bally” or the “Company”), a Nevada corporation, is a diversified global gaming company that designs, manufactures, operates and distributes gaming machines, table game products, casino-management systems, interactive applications, and networked and server-based systems that drive revenue and provide operating efficiencies for gaming operators. The Company’s innovations and technology solutions allow its customers to more effectively manage their operations using our wide range of marketing, data management and analysis, accounting, player tracking, security and other software applications and tools. The Company also provides hardware and games, including spinning-reel and video gaming devices, specialty gaming devices, table-game products, and wide-area progressive systems. Under its business-to-business model, the Company supports customers that include traditional land-based, riverboat, and Native American casinos, video lottery and central determination markets.

 

Principles of presentation and consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Bally Technologies, Inc., and its 100%-owned and partially owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), include all adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for each period presented. All adjustments are of a normal, recurring nature. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. References to specific U.S. GAAP within this report cite topics within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

 

All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Business Combinations

 

The Company applies the provisions of ASC 805, Business Combinations, in the accounting for acquisitions. It requires a Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

 

Fair value of financial instruments

 

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

 

9



Table of Contents

 

All financial assets and liabilities are recognized or disclosed at fair value using a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

 

·                  Level 1:         quoted prices in active markets for identical assets or liabilities;

 

·                  Level 2:         inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

 

·                  Level 3:         unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts reflected in the accompanying unaudited condensed consolidated balance sheets for cash equivalents, accounts and notes receivable, investment securities to fund jackpot liabilities, accounts payable, jackpot liabilities and long-term debt approximate their respective fair values. Cash equivalents and investment securities to fund jackpot liabilities have Level 1 inputs with values based on quoted market prices. Accounts and notes receivable and jackpot liabilities have Level 3 inputs and were valued using Discounted Cash Flows (“DCF”) incorporating expected future payment timing and current borrowing rates. Long-term debt has Level 2 inputs and was valued using DCF incorporating expected future payment timing and current borrowing rates.

 

The Company transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk. The Company enters into foreign currency forward contracts, generally with maturities of twelve months or less, to hedge recognized foreign currency assets and liabilities to reduce the risk that earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. The gains or losses resulting from changes in the fair value of these forward contracts, which are not designated as accounting hedges, are reported in other income (expense) in the unaudited condensed consolidated statements of operations, and generally offset the gains and losses associated with the underlying foreign-currency-denominated balances, which are also reported in other income (expense). As of December 31, 2013 and June 30, 2013, euro forward contracts for a total of $25.9 million and $33.0 million, respectively, or the equivalent of €18.9 and €25.3 million, were outstanding. In addition, as of December 31, 2013 and June 30, 2013, pound sterling forward contracts for a total of $5.0 million and $2.3 million, respectively, or the equivalent of £3.0 million and £1.5 million, were outstanding.

 

The Company may use interest rate derivatives to manage the interest expense generated by variable rate debt and foreign currency derivatives to manage foreign exchange risk. The Company’s derivative financial instruments are measured at fair value on a recurring basis, and the balances were as follows:

 

 

 

Fair Value Measurements
Using Input Type

 

 

 

Level 1

 

Level 2

 

Level 3

 

 

 

(in 000s)

 

As of December 31, 2013:

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

Interest rate derivative financial instrument

 

$

 

$

2,013

 

$

 

Liabilities:

 

 

 

 

 

 

 

Accrued and other liabilities:

 

 

 

 

 

 

 

Foreign currency derivative financial instruments

 

$

 

$

731

 

$

 

Interest rate derivative financial instrument

 

$

 

$

4,495

 

$

 

Other liabilities:

 

 

 

 

 

 

 

Interest rate derivative financial instrument

 

$

 

$

3,749

 

$

 

 

10



Table of Contents

 

As of June 30, 2013:

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Other current assets:

 

 

 

 

 

 

 

Foreign currency derivative financial instrument

 

$

 

$

397

 

$

 

Liabilities:

 

 

 

 

 

 

 

Accrued and other liabilities:

 

 

 

 

 

 

 

Foreign currency derivative financial instrument

 

$

 

$

22

 

$

 

Interest rate derivative financial instruments

 

$

 

$

4,689

 

$

 

Other liabilities:

 

 

 

 

 

 

 

Interest rate derivative financial instrument

 

$

 

$

4,927

 

$

 

 

The valuation techniques used to measure the fair value of the derivative financial instruments above in which the counterparties have high credit ratings, were derived from pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data. The Company’s discounted cash flow techniques use observable market inputs, such as LIBOR-based yield curves and foreign currency forward rates. See Note 7 to the unaudited condensed consolidated financial statements, Long-Term Debt.

 

Accounting for Derivative Instruments and Hedging Activity

 

The Company assesses, both at the inception of each designated hedge and on an on-going basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Such highly effective derivatives are granted hedge accounting treatment. The interest rate derivative instruments meet these requirements and are accounted for as cash flow hedges.

 

The impact of the cash flow hedge and non-designated foreign currency derivatives on the unaudited condensed consolidated financial statements is depicted below:

 

Cash Flow Hedging Relationship

 

Amount of Gain
(Loss)
Recognized in
OCI on
Derivative

(Effective
Portion)

 

Location of Gain
(Loss)
Reclassified from

Accumulated
OCI into Income

(Effective
Portion)

 

Amount of Gain
(Loss)
Reclassified from

Accumulated
OCI into Income
(Effective

Portion)

 

Location of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion)

 

Amount of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion)

 

 

 

(in 000s)

 

For the three months ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements

 

$

1,818

 

Interest expense

 

$

(1,268

)

Interest expense

 

$

 

For the three months ended December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreement

 

$

(41

)

Interest expense

 

$

(1,330

)

Interest expense

 

$

 

 

 

Cash Flow Hedging Relationship

 

Amount of Gain
(Loss)
Recognized in
OCI on
Derivative

(Effective
Portion)

 

Location of Gain
(Loss)
Reclassified from

Accumulated
OCI into Income

(Effective
Portion)

 

Amount of Gain
(Loss)
Reclassified from

Accumulated
OCI into Income
(Effective

Portion)

 

Location of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion)

 

Amount of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion)

 

 

 

(in 000s)

 

For the six months ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreements

 

$

833

 

Interest expense

 

$

(2,552

)

Interest expense

 

$

 

For the six months ended December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap agreement

 

$

(1,798

)

Interest expense

 

$

(2,561

)

Interest expense

 

$

(9

)

 

11



Table of Contents

 

 

 

Amount of Loss Recognized
in Other Income (Expense)

 

 

 

Three Months
Ended

 

Three Months
Ended

 

Six Months
Ended

 

Six Months
Ended

 

Non-Designated Derivative

 

December 31,
2013

 

December 31,
2012

 

December 31,
2013

 

December 31,
2012

 

 

 

(in 000s )

 

Foreign Currency Forward Contracts

 

$

(589

)

$

(1,064

)

$

(2,018

)

$

(1,896

)

 

The pre-tax changes in other comprehensive income for the six months ended December 31, 2013 and 2012 are as follows:

 

 

 

Amount

 

 

 

(in 000s)

 

Interest Rate Derivative Financial Instrument
OCI Rollforward:

 

Six Months Ended
December 31, 2013

 

Six Months Ended
December 31, 2012

 

Beginning balance

 

$

(9,616

)

$

(13,832

)

Amount recognized in OCI on derivative

 

833

 

(1,798

)

Amount reclassified from OCI into income

 

2,552

 

2,561

 

Unrealized gain (loss) on derivative financial instruments

 

$

(6,231

)

$

(13,069

)

 

The following tables reconcile the net fair values of assets and liabilities, subject to offsetting arrangements that are recorded in the unaudited condensed consolidated balance sheets:

 

 

 

Offsetting of Derivative Assets

 

 

 

 

 

Gross Amounts 
Offset in the 
Unaudited 

 

Net Amounts of 
Assets Presented in 
the Unaudited 

 

Gross Amounts Not Offset in the Unaudited 
Condensed Consolidated Balance Sheets

 

Description

 

Gross Amounts  
of Recognized 
Assets

 

Condensed 
Consolidated 
Balance Sheets

 

Condensed 
Consolidated 
Balance Sheets

 

Financial 
Instruments

 

Cash 
Collateral 
Pledged

 

Net Amount

 

 

 

(in 000s)

 

As of December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivative financial instrument

 

$

2,013

 

$

 

$

2,013

 

$

(2,013

)

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency derivative financial instrument

 

$

397

 

$

 

$

397

 

$

(22

)

$

 

$

375

 

 

12



Table of Contents

 

 

 

Offsetting of Derivative Liabilities

 

 

 

 

 

Gross Amounts 
Offset in the 
Unaudited 

 

Net Amounts of 
Liabilities 
Presented in the 
Unaudited 

 

Gross Amounts Not Offset in the Unaudited 
Condensed Consolidated Balance Sheets

 

Description

 

Gross Amounts 
of Recognized 
Liabilities

 

Condensed 
Consolidated 
Balance Sheets

 

Condensed 
Consolidated 
Balance Sheets

 

Financial 
Instruments

 

Cash 
Collateral 
Pledged

 

Net Amount

 

 

 

(in 000s)

 

As of December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency derivative financial instruments

 

$

(731

)

$

 

$

(731

)

$

 

$

 

$

(731

)

Interest rate derivative financial instrument

 

$

(8,244

)

$

 

$

(8,244

)

$

2,013

 

$

 

$

(6,231

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency derivative financial instruments.

 

$

(22

)

$

 

$

(22

)

$

22

 

$

 

$

 

Interest rate derivative financial instrument

 

$

(9,616

)

$

 

$

(9,616

)

$

 

$

 

$

(9,616

)

 

Accounts and notes receivable and allowances for doubtful accounts

 

Accounts and notes receivable are stated at face value less an allowance for doubtful accounts. The Company generally grants customers credit terms for periods of 30 to 120 days, but may also grant extended payment terms to some customers for periods generally up to three years, with interest generally at market rates.

 

The Company evaluates the credit quality of its accounts and notes receivable and establishes an allowance for doubtful accounts based on a combination of factors including, but not limited to, customer collection experience, economic conditions, and the customer’s financial condition. In addition to specific account identification, which includes the review of any modifications of accounts and notes receivable, if applicable, the Company utilizes historic collection experience to establish an allowance for doubtful accounts. Receivables are written off only after the Company has exhausted all collection efforts.

 

Inventories

 

Inventories are stated at the lower of cost, determined on a first in, first out basis, or market. Cost elements included in work-in-process and finished goods include raw materials, direct labor and manufacturing overhead. Inventories consist of the following:

 

 

 

December 31,
2013

 

June 30,
2013

 

 

 

(in 000s)

 

Raw materials

 

$

53,992

 

$

42,464

 

Work-in-process

 

1,900

 

1,508

 

Finished goods

 

42,845

 

24,435

 

Total

 

$

98,737

 

$

68,407

 

 

Property, plant and equipment and leased gaming equipment

 

Property, plant and equipment is stated at cost and depreciated over the estimated useful lives or lease term, if less, using the straight line method as follows: buildings and improvements, five to forty years; furniture, fixtures and equipment, three to seven years; and leasehold improvements, the shorter of lease term or ten years. Leased gaming equipment is stated at cost and depreciated over the estimated useful lives ranging from one to five years. Depreciation and asset charges related to leased gaming equipment are recorded to cost of product lease, operation and royalty in the consolidated statements of operations.

 

Significant replacements and improvements are capitalized while other maintenance and repairs are expensed. The cost and accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts and any resulting gain or loss is credited or charged to income.

 

13



Table of Contents

 

Revenue recognition

 

The Company’s revenue recognition policy is to record revenue when all of the following criteria have been satisfied:

 

·                  Persuasive evidence of an arrangement exists;

 

·                  The price or fee to the customer is fixed or determinable;

 

·                  Collectability is reasonably assured;

 

·                  Delivery has occurred; and

 

·                  No significant contractual obligations remain.

 

Revenues are reported net of incentive rebates, discounts, sales taxes, and all other items of a similar nature. For products sold under arrangements with extended payment terms the probability of collection is evaluated based on a review of the customer’s credit worthiness and a review of historic collection experience on contracts with extended payment terms. As a result of such review, the Company recognizes revenue on extended payment term arrangements when the Company has determined that collectability is reasonably assured and the fee is considered fixed and determinable.

 

Products placed with customers on a trial basis are recorded as revenue once the trial period has ended, the customer has accepted the games, and all other revenue recognition criteria have been satisfied. The Company’s standard sales contracts do not contain right of return provisions and the Company has not experienced significant sales returns. Therefore, the Company has not recorded an allowance for sales returns. Amounts billed to customers prior to completing the earnings process are deferred until the revenue recognition criteria are satisfied.

 

Product Lease, Operation and Royalty Revenue.  Product lease, operation and royalty revenue consists of gaming operations and royalty revenue that is earned from the renting or leasing of tangible products and the licensing of intangible products, such as proprietary table products. Gaming operations revenue consists of the operation of linked progressive systems and the rental of gaming devices, game content and the related systems placed with customers. Gaming devices include electronic gaming machines and live and electronic table products and utility products, including automatic card shufflers, deck checkers and roulette chip sorters. Fees under these arrangements are earned and recognized based on a share of money wagered, a share of the net winnings, or on a fixed daily or monthly rate. The fee entitles the customer to full use of the gaming device and includes maintenance, licensing of the game content software and connection to a linked progressive system, where applicable. In certain markets, the Company also charges a daily system connection fee for the customer to connect to a central determination system and/or back-office system. The Company does not consider these arrangements to have multiple revenue-generating activities as the services offered are a comprehensive solution in exchange for a fee and all of the products and services are delivered simultaneously. Royalty revenue is recognized based on a fixed monthly rate. Gaming operations and royalty revenue is recognized under general revenue recognition guidance as the deliverables provide the customer with rights to use tangible gaming devices and software that is essential to the functionality of the gaming devices.

 

Gaming Equipment and Systems Revenue

 

Gaming Equipment Revenue.  Gaming Equipment revenue is generated from the sale of gaming devices and up-front licensing rights to game content, parts, and other ancillary equipment as well as from the sale of lifetime licenses to the Company’s proprietary table games. Arrangements may also include sales of game content conversion kits which enable customers to replace game content without purchasing a new gaming device. Gaming equipment arrangements do not include maintenance and product support fees beyond a standard warranty period. The recognition of revenue from the sale of gaming devices occurs as title and risk of loss have passed to the customer and all other revenue recognition criteria have been satisfied.  Revenue is recorded for the sale of lifetime licenses, under which the Company has no continuing obligation, on the effective date of the license.

 

As the combination of game content software and the tangible gaming device function together to deliver the product’s essential functionality, revenue from the sale of gaming devices is recognized under general revenue recognition guidance. Game content conversion kits are considered software deliverables and are recognized in accordance with software revenue recognition guidance.

 

Systems Revenue.  Systems revenue arrangements generally include a combination of systems software licenses, systems-based hardware products, maintenance and product support fees and professional services. The primary function of systems software licensed by the Company is to aid customers to more effectively run their business with marketing, data management and analysis, accounting, player tracking and security features.

 

14



Table of Contents

 

Revenue for systems software and maintenance and product support fees is recognized under software revenue recognition guidance. Although the systems software and certain systems-based hardware function together, the primary functionality of the systems software is derived from the software and the systems software is not essential to the functionality of the systems-based hardware.

 

The Company licenses systems software on a perpetual basis or under time-based licenses. Revenue from perpetual license software is recognized at the inception of the license term provided all revenue recognition criteria have been satisfied. Revenue from maintenance and product support fees sold with perpetual licenses is recognized over the term of the support period. The Company’s time-based licenses are generally for twelve month terms and are bundled with software maintenance and product support fees. All revenue from such arrangements is recognized over the term of the license.

 

Systems-based hardware includes embedded software that is essential to the functionality of the hardware. Accordingly, revenue related to all systems-based hardware sales and related maintenance and product support fees are recognized under general revenue recognition guidance. Revenue from the sale of systems-based hardware is generally recognized upon delivery when title and risk of loss have passed to the customer and all other revenue recognition criteria are satisfied. However, in the case of arrangements involving a systems installation, revenue on the systems-based hardware is generally not recognized until the system has been installed and the customer has accepted the system. Hardware maintenance and product support fees are recognized on a straight-line basis over the term of the support period which is generally twelve months.

 

Software maintenance and product support provides customers with rights to unspecified software product upgrades, maintenance and patches released during the term of the support period. The Company’s software maintenance and product support arrangements are generally for twelve month periods. Software maintenance and product support is recognized on a straight-line basis over the term of the support period.

 

Multiple Element Arrangements.  The Company enters into revenue arrangements that may consist of multiple deliverables of its products and services. For example, customers may enter into arrangements with the Company for the implementation of systems software and the sale of gaming devices. Arrangements for the implementation of systems software will generally include a combination of systems software licenses, systems-based hardware products, maintenance and product support fees, and professional services. Certain gaming equipment arrangements may also include the sale of gaming devices and game content conversion kits.

 

Revenue arrangements with multiple deliverables are allocated to separate units of accounting if the deliverables meet both of the following criteria:

 

·                  The delivered items have value to the customer on a stand-alone basis. The items have value on a standalone basis if they are sold separately by any vendor or the customer could resell the delivered items on a standalone basis; and

 

·                  If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the Company.

 

At the inception of a multiple element arrangement, fees under the arrangement are allocated to the nonsoftware deliverables, and to the software deliverables as a group based on their relative selling price. Software deliverables are further subject to separation and allocation based on software revenue recognition guidance as described in the following paragraph. When applying the relative selling price method, a hierarchy is used for estimating the selling price based first on vendor-specific objective evidence (“VSOE”), then third-party evidence (“TPE”) and finally management’s estimate of the selling price (“ESP”). Revenue for each unit of accounting is recognized when the relevant recognition criteria for each respective element has been met.

 

In allocating arrangement fees under the relative selling price hierarchy, the Company uses VSOE for all products which have been sold on a stand-alone basis. As TPE is generally not available, the Company uses ESP for products that are not sold on a stand-alone basis and for recently introduced products that are sold on a stand-alone basis but for which a history of stand-alone sales has not yet been developed. Following these guidelines, the Company uses either VSOE or ESP for gaming devices, system-based hardware products, maintenance and product support fees associated with perpetual licenses and professional services; and ESP for perpetual and time-based software licenses and maintenance and product support fees associated with time-based licenses.

 

The Company uses the residual method to recognize revenue allocated to software deliverables. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered element and is recognized as revenue. In arrangements in which the Company does not have VSOE of fair value of all undelivered software elements, revenue is deferred until delivery occurs or VSOE of fair value has been established for any remaining undelivered software elements. In the event the only undelivered software element is maintenance and product support for which VSOE of fair value does not exist, the revenue is recognized ratably over the maintenance and product support period.

 

15



Table of Contents

 

The establishment of VSOE requires judgment as to whether there is a sufficient quantity of items sold on a stand-alone basis and whether the prices demonstrate an appropriate level of concentration to conclude that VSOE exists. In determining ESP, management considers a variety of information including historic pricing and discounting practices, competitive market activity, internal costs, and the pricing and discounting practices of products sold in bundled arrangements.

 

Recently adopted accounting pronouncements

 

Effective September 30, 2012, new accounting guidance for testing indefinite-lived intangible assets permits an entity to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. The outcome of the assessment is used as a basis for determining whether it is necessary to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with ASC Topic 350. The Company has not yet utilized this method in its evaluation of indefinite-lived intangible assets impairment.

 

On July 1, 2013, the Company adopted new accounting guidance for disclosures about offsetting assets and liabilities which requires an entity to disclose both gross and net information about derivatives, repurchase and reverse repurchase agreements, securities borrowings and lending transactions eligible for offset in the statement of financial position. This information is intended to enable users of the financial statements to understand the effect of these arrangements on the Company’s financial position. The adoption of this guidance did not have a significant impact on the Company’s consolidated results of operations, financial condition and cash flows.

 

On July 1, 2013, the Company adopted new accounting guidance to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). Under the guidance, an entity is required to provide information about the amounts reclassified out of AOCI by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The guidance did not change the requirements for reporting net income or other comprehensive income in the financial statements. The adoption of this guidance did not have a significant impact on the Company’s consolidated results of operations, financial condition and cash flows.

 

Recently issued accounting pronouncements not yet adopted

 

In February 2013, the FASB issued new accounting guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company expects to adopt this guidance in fiscal year 2015 and does not believe it will have a significant impact on its consolidated results of operations, financial condition and cash flows.

 

The Company believes there is no additional new accounting guidance adopted but not yet effective that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on its financial reporting.

 

2.                                      BUSINESS COMBINATION

 

On November 25, 2013, the Company completed the acquisition of 100% of the outstanding common stock of SHFL entertainment, Inc. (“SHFL”) for total purchase consideration of $1.38 billion. The acquisition was funded primarily from proceeds of a new Term Loan B facility and borrowings from our existing revolving credit facility (see Note 7 to the unaudited condensed consolidated financial statements, Long-Term Debt). The acquisition has provided the Company with a more diversified suite of products and will increase its product development talent. Additionally, the acquisition is expected to achieve synergies, including, but not limited to, cost savings from economies of scale, more efficient supply chain and distribution channels and the acceleration of revenue through greater access to international markets.

 

16



Table of Contents

 

The total purchase consideration for SHFL was as follows:

 

 

 

(in 000s)

 

Total purchase price for SHFL common stock (56,626 shares at $23.25 per share)

 

$

1,316,554

 

Payments in respect of SHFL stock options, restricted shares, restricted share units and restricted share performance units

 

46,099

 

Repayments of SHFL debt and other obligations

 

19,752

 

Total purchase consideration

 

$

1,382,405

 

 

The acquisition of SHFL was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of which is deductible for tax purposes. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of SHFL as described above.

 

The Company recognized acquisition-related costs of $21.7 million and $26.9 million for the three and six months ended December 31, 2013, respectively. These costs were recorded as selling, general and administrative in the statement of operations. The Company also incurred debt issuance costs of $22.5 million, which were recorded in other long-term assets as well as $10.5 million of original issue discount fees recorded as a discount to long-term debt.

 

The information below reflects preliminary allocation of the purchase price based on assumptions and estimates related to fair value that are subject to change as additional information may become available during the respective measurement periods (up to one year from the acquisition date). Specifically, the Company is still evaluating the fair value of certain tangible and intangible assets and finalizing the accounting for income taxes.

 

 

 

(in 000s)

 

Current assets

 

$

172,199

 

Property, plant and equipment

 

31,409

 

Leased gaming equipment

 

34,647

 

Goodwill

 

821,423

 

Purchased intangible assets

 

510,627

 

Other assets

 

10,662

 

Total assets

 

1,580,967

 

 

 

 

 

Current liabilities

 

37,977

 

Deferred income tax liabilities

 

157,529

 

Other long-term liabilities

 

3,056

 

Total liabilities

 

198,562

 

Net assets acquired

 

$

1,382,405

 

 

Receivables acquired of $63.9 million (including approximately $16.1 million of trade receivables with contract terms greater than one year and $4.3 million of lease receivables) were valued at their fair value utilizing Level 3 inputs, which fair value approximates the gross contractual amounts receivable.

 

Inventory acquired totaling $40.6 million was valued at fair value utilizing Level 2 inputs based on model-based valuations for which all significant inputs and value drivers are observable.

 

The following table summarizes acquired tangible and intangible assets. These values are preliminary and may change as the purchase price allocation is finalized.

 

 

 

Useful
Life
(Years)

 

Estimated
Fair Value
(in 000s)

 

Property, plant and equipment

 

 

 

 

 

Land

 

Indefinite

 

$

3,965

 

Buildings and leasehold improvements

 

5 – 40

 

14,294

 

Furniture, fixtures and equipment

 

3 – 7

 

13,150

 

Property, plant and equipment

 

 

 

$

31,409

 

 

 

 

 

 

 

Leased gaming equipment

 

 

 

 

 

Leased gaming equipment

 

3 – 5

 

$

34,647

 

 

The fair value of property, plant and equipment and leased gaming equipment was determined using market data for similar assets (Level 2).

 

17



Table of Contents

 

 

 

Useful
Life
(Years)

 

Estimated Fair
Value

 

 

 

 

 

(in 000s)

 

Purchased intangible assets

 

 

 

 

 

Computer Software

 

2 – 3

 

$

2,669

 

License Rights

 

12

 

1,958

 

Core technology and content (1)

 

4 – 18

 

456,000

 

Customer relationships

 

7

 

43,000

 

Trademark

 

5

 

7,000

 

Intangible assets

 

 

 

$

510,627

 

 


(1)         Includes $46 million of in-process research and development (“IPR&D”) assets that are not yet subject to amortization until they reach commercial feasibility.

 

Electronic Gaming Machines (“EGM”) and Table Products content and IPR&D assets were valued using the multi-period excess earnings method, a form of the income approach (Level 3). This method calculates the value based on the risk-adjusted present value of the cash flows specific to the content and products, allowing for a reasonable return.

 

Trademark, core technology for the EGM and Electronic Table System (“ETS”) operating systems, and table products were valued using the relief-from-royalty method, a form of the income approach (Level 3). The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. The royalty rate is based on an analysis of empirical, market-derived royalty rate for similar assets.

 

The customer relationships were valued using a with-or-without method, a form of the income approach (Level 3). In this method, fair value is measured by the lost profits associated with the period of time necessary to reacquire the customers. The method involves a comparison of the cash flows assuming as if the customer relationships were in place versus as if the customer relationships were to be created “from scratch”.

 

The following table includes the financial results for SHFL included in the condensed consolidated statements of operations since the acquisition date of November 25, 2013:

 

 

 

Three and Six Months Ended
December 31,

 

 

 

2013

 

2013

 

 

 

(in 000s)

 

Revenue

 

$

29,413

 

$

29,413

 

Net Loss (1)

 

$

(493

)

$

(493

)

 


(1)         Includes acquisition-related costs of $2.8 million and inventory charges of $3.1 million for both the three and six months ended December 31, 2013.

 

The following table includes unaudited pro forma consolidated financial information assuming the acquisition of SHFL occurred as of July 1, 2012. The pro forma financial information is for information purposes only and does not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company and SHFL prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and the step-up in basis associated with tangible assets acquired, increases to cost of gaming equipment and systems related to the step-up in basis associated with inventory as well as increases to interest expense, related to debt issued to fund the acquisition.

 

Also reflected in the six months ended December 31, 2012 is an adjustment for the impact of one-time acquisition costs related to the Company’s financial advisory fees, legal fees, payroll and related expenses, debt fees, other consulting and professional fees, and accounting, valuation and advisory fees of $27.9 million; $21.7 million and $26.9 million of which have been removed from the three and six months ended December 31, 2013, respectively. All adjustments utilize an effective tax rate of 35.5%.

 

The pro forma amounts exclude $17.4 million of one-time acquisition costs related to SHFL’s financial advisory and legal fees and $12.0 million in stock-based compensation associated with the acceleration of vesting of share based awards upon the change in control.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in 000s, except per share amounts)

 

Revenues

 

$

334,773

 

$

312,408

 

$

657,833

 

$

611,439

 

Net income attributable to Bally Technologies, Inc.

 

$

22,318

 

$

24,569

 

$

56,265

 

$

28,437

 

Basic earnings per share

 

$

0.58

 

$

0.61

 

$

1.46

 

$

0.70

 

Diluted earnings per share

 

$

0.57

 

$

0.59

 

$

1.44

 

$

0.68

 

 

18



Table of Contents

 

3.                                      EARNINGS PER SHARE

 

Basic earnings per share are computed by dividing earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the additional dilution from all potentially dilutive securities.

 

The computation of basic and diluted earnings per share applicable to the Company’s common stock is as follows:

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in 000s, except per share amounts)

 

Net income attributable to Bally Technologies, Inc.

 

$

21,211

 

$

33,126

 

$

58,995

 

$

65,658

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

38,502

 

40,399

 

38,441

 

40,633

 

Dilutive effect of:

 

 

 

 

 

 

 

 

 

Stock options, restricted stock units (“RSU”) and restricted stock

 

687

 

1,095

 

699

 

1,172

 

Weighted average diluted shares outstanding

 

39,189

 

41,494

 

39,140

 

41,805

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share attributable to Bally Technologies, Inc.

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.55

 

$

0.82

 

$

1.53

 

$

1.62

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.54

 

$

0.80

 

$

1.51

 

$

1.57

 

 

Certain securities were excluded from the diluted per share calculation because their inclusion would be anti-dilutive. Such securities consist of the following:

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in 000s)

 

Stock options, RSU and restricted stock

 

 

119

 

 

177

 

 

4.                                      ACCOUNTS AND NOTES RECEIVABLE

 

The Company has one portfolio segment, the gaming industry customer, and four classes of receivables including its trade receivables with a contract term less than one year, trade receivables with a contract term greater than one year, sales-type leasing arrangements, and notes receivable, which are related to development financing loans. Trade receivables with contract terms greater than one year relate to the sale of gaming equipment and systems transactions, and are generally collateralized by the related equipment sold, although the value of such equipment, if repossessed, may be less than the receivable balance outstanding. Sales-type leasing arrangements relate to gaming equipment and include options to purchase the gaming equipment at the end of the lease term at established prices. Customers with sales-type leasing arrangements typically have a long-standing credit history with the Company.

 

On November 25, 2013, the Company completed the acquisition of SHFL (see Note 2 to the unaudited condensed consolidated financial statements, Business Combination). As of December 31, 2013, there were $51.8 million in net current receivables and $8.4 million in net long-term accounts receivable related to SHFL.

 

19



Table of Contents

 

The Company’s accounts and notes receivable were as follows:

 

 

 

Accounts and Notes Receivable
as of December 31, 2013

 

Accounts and Notes Receivable
as of June 30, 2013

 

 

 

Ending
Balance

 

Ending
Balance
Individually
Evaluated for
Impairment

 

Ending Balance
Collectively
Evaluated for
Impairment

 

Ending
Balance

 

Ending Balance
Individually
Evaluated for
Impairment

 

Ending Balance
Collectively
Evaluated for
Impairment

 

 

 

(in 000s)

 

Contract term less than one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables, current

 

$

191,074

 

$

9,902

 

$

181,172

 

$

170,598

 

$

1,589

 

$

169,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract term greater than one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, current

 

93,275

 

61,528

 

31,747

 

82,600

 

63,193

 

19,407

 

Trade receivables, noncurrent

 

38,299

 

15,299

 

23,000

 

40,178

 

17,961

 

22,217

 

 

 

131,574

 

76,827

 

54,747

 

122,778

 

81,154

 

41,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease receivables, current

 

7,420

 

7,420

 

 

6,701

 

6,701

 

 

Lease receivables, noncurrent

 

17,762

 

17,762

 

 

9,928

 

9,928

 

 

 

 

25,182

 

25,182

 

 

16,629

 

16,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable, current

 

4,408

 

4,408

 

 

3,411

 

3,411

 

 

Notes receivable, noncurrent

 

15,209

 

15,209

 

 

17,114

 

17,114

 

 

 

 

19,617

 

19,617

 

 

20,525

 

20,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current

 

296,177

 

83,258

 

212,919

 

263,310

 

74,894

 

188,416

 

Total noncurrent

 

71,270

 

48,270

 

23,000

 

67,220

 

45,003

 

22,217

 

Total

 

$

367,447

 

$

131,528

 

$

235,919

 

$

330,530

 

$

119,897

 

$

210,633

 

 

The activity related to the allowance for doubtful accounts for the six months ended December 31, 2013 is summarized below:

 

 

 

Allowance for Doubtful Accounts

 

 

 

Beginning
Balance
as of
June 30,
2013

 

Charge-
offs

 

Recoveries

 

Provision

 

Ending
Balance
as of
December 31,
2013

 

Ending
Balance
Individually
Evaluated for
Impairment

 

Ending
Balance
Collectively
Evaluated for
Impairment

 

 

 

(in 000s)

 

Contract term less than one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables, current

 

$

(4,505

)

$

111

 

$

71

 

$

(362

)

$

(4,685

)

$

(2,220

)

$

(2,465

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract term greater than one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, current

 

(10,308

)

3

 

560

 

(843

)

(10,588

)

(8,007

)

(2,581

)

Trade receivables, noncurrent

 

(1,764

)

12

 

1,231

 

(1,105

)

(1,626

)

 

(1,626

)

 

 

(12,072

)

15

 

1,791

 

(1,948

)

(12,214

)

(8,007

)

(4,207

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease receivables, current

 

 

 

 

(4

)

(4

)

(4

)

 

Lease receivables, noncurrent

 

 

 

 

(3

)

(3

)

(3

)

 

 

 

 

 

 

(7

)

(7

)

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable, current

 

 

 

 

 

 

 

 

Notes receivable, noncurrent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current

 

(14,813

)

114

 

631

 

(1,209

)

(15,277

)

(10,231

)

(5,046

)

Total noncurrent

 

(1,764

)

12

 

1,231

 

(1,108

)

(1,629

)

(3

)

(1,626

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

(16,577

)

$