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Scientific Games Announces Fourth Quarter and Full Year Results


News provided by

Scientific Games Corporation

Mar 01, 2010, 07:00 ET

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NEW YORK, March 1 /PRNewswire-FirstCall/ -- Scientific Games Corporation (Nasdaq: SGMS) today announced results for the fourth quarter and full year ended December 31, 2009.  

Revenue totaled $232.9 million for the fourth quarter and $927.7 million for the full year.  The Company reported a net loss of $50.1 million in the fourth quarter, after giving effect to after-tax charges totaling $45.2 million, primarily related to the non-cash write-down of assets associated with the Company's proposed sale of its Racing and Venue Management businesses, the non-cash impairment of certain Lottery Systems contracts and transaction- and restructuring-related expenses.  For the full year, the Company reported a net loss of $39.9 million, after giving effect to after-tax charges totaling $63.3 million.  The Company achieved strong free cash flow(1) of $108.5 million for the full year and 10% year-over-year growth in adjusted EBITDA(2) for the quarter.  

Full-Year Highlights

  • Excluding a number of large contract re-pricings and unfavorable foreign currency translation, achieved solid adjusted EBITDA in a very difficult environment
  • Successfully implemented software upgrades to nine Lottery Systems customers in the U.S. for the cross-selling of Powerball® and Mega Millions, marking the first such cross-selling effort in a series of initiatives aimed at accelerating systems sales
  • Dramatically increased printing capacity in China, including the installation of a second printing press, facilitating China Sports Lottery instant ticket retail sales in excess of 15 billion RMB, and expanded the retail customer base to over 150,000; China Sports Lottery achieved fourth quarter retail sales growth of 32% over the prior-year period
  • Negotiated a number of important strategic transactions to strengthen the Company's portfolio and facilitate growth in new areas—most notably government-sponsored internet gaming via the Company's new joint venture, Sciplay, and the proposed combination of the Company's Racing and Venue Management businesses with Sportech PLC, a U.K.-based sports wagering company
  • Awarded key lottery contracts in Massachusetts, Arkansas and Indiana, including the launch of Properties Plus™ in Arkansas, and expanded the Company's offering in Puerto Rico to include a cooperative services program and instant ticket printing
  • Expanded the Company's presence in Germany with two additional cooperative services contracts
  • Increased Global Draw's installed terminal base by approximately 13% to 17,284 and positioned the business for continued attractive growth in 2010 and beyond; recently renewed key contracts with Gala Coral and Totesport
  • Expanded Games Media's installed terminal base by over 60% to 2,351 and was recently awarded an additional 350 locations with U.K. pub operator Marston's
  • Generated free cash flow of $108 million, exceeding target of $100 million
  • Reduced capital expenditures to $112 million from $230 million in 2008
  • Achieved $24 million in savings from the Company's Profitability Improvement Program, exceeding target of $15 to $20 million
  • Completed a number of financing-related transactions that provided the Company with additional operating and financing flexibility and extended the weighted average maturity of the Company's debt

Commenting on the results, President and Chief Executive Officer Michael R. Chambrello stated, "This past year proved to be a challenging one.  However, our performance was impacted by a confluence of factors that masked the underlying resiliency of our core lottery and gaming businesses, as we effectively navigated through the severe global economic slowdown in 2009.  We achieved impressive free cash flow and substantial cost savings during the year, and we made significant progress to strengthen our liquidity profile.  We also pursued a number of important strategic initiatives that focus our portfolio and, more importantly, provide us with state-of-the-art technology that is expected to enable us to capitalize on the trend toward convergence that we see in the gaming industry."

"Looking ahead, we are beginning to see some signs of improving retail sales trends in our core businesses, although we remain cautious in light of the difficult economic environment," Mr. Chambrello added.  "Importantly, with the effect of the recent large contract re-pricings now essentially behind us, along with evidence of strengthening retail sales in key instant ticket jurisdictions, new sales-driven initiatives in our Lottery Systems business and improving cash box results in our core Global Draw business, we enter the new year with confidence in our strong foundation upon which we plan to pursue our longer-term strategic growth initiatives in 2010 and beyond," Mr. Chambrello continued.

Summary Financial Results

    
    
                                 Fourth Quarter           Full Year
                                 ---------------        --------------
                                 2008       2009        2008      2009
                                 ----       ----        ----      ----
                               ($ in millions, except per share amounts)
    
    Revenue                     $263.9     $232.9    $1,118.8    $927.7
    Adjusted EBITDA              $69.8      $77.1      $360.5    $314.7
    
    Net Loss                    ($69.1)    ($50.1)      ($4.5)   ($39.9)
    Net Loss per Share          ($0.75)    ($0.54)     ($0.05)   ($0.43)
    
    Total Capital Expenditures   $66.0      $31.5      $229.9    $111.6
    Free Cash Flow                $1.1      $12.5      ($21.4)   $108.5
    

Free cash flow and adjusted EBITDA are non-GAAP financial measures defined under the section entitled "Non-GAAP Disclosure" in this press release and reconciled to GAAP financial measures in the accompanying tables.  

Fourth Quarter Financial Results

In order to provide investors with additional visibility into its revenue streams, the Company has segregated revenues related to its instant ticket business from other service revenues.  Accordingly, revenue is reported herein (and will be reported going forward) in the following categories: instant ticket revenue; service revenue; and sales revenue.  

Revenue totaled $232.9 million in the fourth quarter of 2009, compared to revenue of $263.9 million in the fourth quarter of 2008.  The decline in revenue was primarily the result of lower instant ticket revenue ($14.6 million) due to the shift in China instant ticket production to our joint venture, and lower service revenue ($8.8 million) stemming from Lottery Systems Group contract re-pricings.  In addition, fourth quarter 2009 revenue was negatively impacted by lower sales revenue ($7.7 million) driven by lower phone card sales and planned changes to the Company's business model in U.K. pubs related to the shift from analog to digital terminals. The quarter benefitted from an increase in revenue related to the start up of two instant ticket lotteries, higher sales from licensed properties and increased systems revenue in China.

The Company reported an operating loss of $69.5 million for the fourth quarter of 2009, compared to an operating loss of $82.2 million in the same period in 2008.  The operating loss in the fourth quarter of 2009 included non-cash, pre-tax charges related to the proposed sale of the Racing and Venue Management businesses ($50.4 million), non-cash impairment of Lottery Systems contracts in Connecticut and Maryland ($24.7 million), transaction-related expenses ($9.7 million) and restructuring-related expenses ($5.0 million).  The operating loss in the fourth quarter of 2008 included non-cash impairment charges ($76.2 million), primarily related to Lottery Systems contacts in Mexico and Oklahoma, and restructuring-related expenses ($18.8 million), including employee termination costs ($10.9 million).

Adjusted EBITDA increased to $77.1 million, or 33.1% of revenue, in the fourth quarter of 2009, compared to adjusted EBITDA of $69.8 million, or 26.4% of revenue, in the fourth quarter of 2008.  This performance primarily reflected lower selling, general and administrative expenses ($6.1 million), increased earnings from joint ventures ($4.5 million), particularly in China and Italy, higher Lottery Systems Group income from China ($4.0 million) and increased profitability on software and hardware sales, partially offset by the impact of the decline in revenue in the quarter.

Net loss in the fourth quarter of 2009 was $50.1 million, or $0.54 per share, compared to a net loss of $69.1 million, or $0.75 per share, in the prior-year period.  This performance primarily reflected the reduced operating loss for the period, higher equity earnings from joint ventures and the benefit in the 2009 quarter of a higher effective tax rate, partially offset by a loss on a foreign currency hedge and higher net interest expense.  

Printed Products Group

Printed Products Group revenue was $116.2 million in the fourth quarter of 2009, compared to $134.5 million in the fourth quarter of 2008, and primarily reflected the shift in China instant lottery ticket production to our joint venture ($14.6 million) and lower sales revenue related to the phone card business ($3.7 million), partially offset by higher sales from licensed properties and the start-up of instant ticket lottery sales in Arkansas and Puerto Rico ($4.8 million).  

Operating income for the Printed Products Group improved to $26.1 million, or 22.4% of revenue, in the fourth quarter of 2009, compared to operating income of $15.7 million, or 11.7% of revenue, in the fourth quarter of 2008.  The improved performance primarily reflected lower depreciation and amortization expense ($5.5 million), the absence of employee termination costs ($4.4 million) that impacted the fourth quarter of 2008, and lower selling, general and administrative expenses ($3.4 million), including professional fees in 2009 related to the tender for the Italian instant ticket concession ($2.0 million).  In addition, the improvement in operating income as a percentage of revenue in the fourth quarter of 2009 was due to the impact of the shift in China instant lottery ticket production to our joint venture, which resulted in reducing sales and cost of sales by approximately equal amounts due to the high level of freight and import duties associated with shipping tickets to China in 2008.

Lottery Systems Group

Lottery Systems Group revenue totaled $66.9 million in the fourth quarter of 2009, compared to revenue of $73.1 million in the fourth quarter of 2008.  This performance was largely driven by lower service revenue stemming from contract re-pricings ($5.9 million) and contract terminations ($2.9 million), partially offset by higher service revenue from China, reflecting China Sports Lottery instant ticket retail sales growth of approximately 32%.

Fourth quarter 2009 operating loss was $14.1 million, compared to an operating loss of $73.2 million in the fourth quarter of 2008.  The change in operating loss for the period primarily reflected lower depreciation and amortization expense ($44.0 million), primarily due to reduced impairment charges in the fourth quarter of 2009 compared to the fourth quarter of 2008, the absence in 2009 of the 2008 loss on each of the Mexico and Oklahoma contracts ($7.8 million), increased profitability on hardware and software sales, higher income from China systems operations and lower selling, general and administrative expenses, partially offset by the impact of the Pennsylvania contract re-pricing ($6.0 million).

Diversified Gaming Group

Diversified Gaming Group revenue declined to $49.8 million in the fourth quarter of 2009, compared to revenue of $56.4 million in the fourth quarter of 2008, primarily reflecting Games Media's planned transition from analog terminal sales to digital terminals that are being deployed under revenue participation agreements ($2.3 million) and softness in the Racing and Venue Management businesses ($3.1 million).  Global Draw's service revenue during the fourth quarter of 2009 grew modestly from the comparable period in 2008, primarily due to continuing growth in installed terminals and win per day in the U.K. and higher revenue from Mexico.  

During the fourth quarter of 2009, Global Draw's net terminal base grew to 17,284, primarily reflecting the addition of 200 terminals in Mexico and an additional 292 terminals to off-track betting shops in Puerto Rico, partially offset by the removal of over 200 low-yielding terminals in Slovakia and elsewhere. Games Media's installed terminal base grew to 2,351 by the end of 2009, with presence in almost 1,000 pubs.  The Company indicated that terminal base expansion and increased win per day continue to be significant areas of focus and opportunity in 2010 and beyond.  In the fourth quarter of 2009, Games Media was awarded an additional 350 locations with U.K. pub operator Marston's and in early 2010 Global Draw was awarded new contracts with U.K. betting shop operators Gala Coral and Totesport that are expected to maintain the current installed base of over 8,000 terminals through at least 2014.

Operating loss was $58.2 million in the fourth quarter of 2009, compared to an operating loss of $0.9 million in the fourth quarter of 2008.  Fourth quarter 2009 operating loss primarily reflected charges totaling $54.4 million, including the non-cash write-down ($50.4 million) and transaction-related expenses ($4.0 million) associated with the Company's proposed sale of its Racing and Venue Management businesses, as well as the decline in revenue.  

Full Year Financial Results

Revenue totaled $927.7 million in 2009, compared to revenue of $1,118.8 million in 2008.  This performance primarily reflected the shift in China instant ticket sales to our joint venture ($39.8 million), unfavorable foreign currency translation ($39.0 million), the impact of contract re-pricings ($50.5 million) and contract terminations ($10.8 million), lower sales of licensed products ($13.7 million) and phone cards ($15.7 million), and Games Media's planned transition to revenue participation-based digital terminals ($9.2 million).

The Company reported essentially breakeven operating income for the year, compared to operating income of $21.6 million, or 1.9% of revenue, in 2008.  The 2009 performance included the non-cash write-down of Racing and Venue Management assets held for sale ($50.4 million), non-cash impairment charges of Lottery Systems contracts in Connecticut and Maryland ($24.7 million), transaction-related expenses ($10.4 million) and restructuring-related expenses ($8.9 million).  The operating income in 2008 included non-cash impairment charges ($76.2 million) primarily related to Lottery Systems contracts in Mexico and Oklahoma, and restructuring-related expenses ($22.5 million) including employee termination costs ($13.7 million).

Adjusted EBITDA in 2009 was $314.7 million, or 33.9% of revenue, compared to adjusted EBITDA of $360.5 million, or 32.2% of revenue, in 2008.  The decline in adjusted EBITDA was primarily driven by the impact of lower revenue and unfavorable foreign currency translation ($12.1 million), partially offset by lower selling, general and administrative expenses ($19.8 million) stemming from savings related to the Company's Profitability Improvement Program ($23.9 million), and higher income from the Company's joint ventures and Lottery Systems contract in China.

Net loss for 2009 was $39.9 million, or $0.43 per diluted share, compared to a net loss of $4.5 million, or $0.05 per diluted share, in 2008. This performance reflected the decline in operating income for the period and higher net interest and other expense, partially offset by a year-over-year improvement in the early extinguishment of debt  and a lower effective tax rate.  

Profitability Improvement Program Update

The Profitability Improvement Program, initiated in the fall of 2008, yielded cost savings of $6.7 million in the fourth quarter of 2009 and $23.9 million for the full year, exceeding the Company's 2009 goal of $15 to $20 million.  The Company has recently undertaken a global procurement initiative designed to leverage the Company's worldwide purchasing power and outsourcing where appropriate, which it believes will drive continued improvement in its cost structure over time.  

Liquidity and Capital Resources

The Company generated free cash flow of $12.5 million in the fourth quarter of 2009, compared to free cash flow of $1.1 million in the fourth quarter of 2008.  For the full year, the Company generated free cash flow of $108.5 million, compared to negative free cash flow of $21.4 million in 2008.  The improvement in free cash flow for both periods primarily reflected significantly lower capital expenditures, as well as lower cash taxes and an improvement in working capital.    

"Despite the challenges we faced in 2009, we delivered exceptional cost savings and free cash flow generation," stated Jeffrey S. Lipkin, Vice President and Chief Financial Officer.  "We plan to build on these results moving forward, and we remain focused and disciplined in our efforts to achieve long-term, profitable growth," Mr. Lipkin added.  

During the fourth quarter of 2009, the Company placed $125.0 million of Senior Subordinated Notes due 2019 and purchased $89.2 million in aggregate principal amount of its 0.75% Convertible Senior Subordinated Debentures due 2024 (the "Convertible Debentures") in a tender offer.  When combined with repurchases earlier in the year under the Company's repurchase program, the Company retired $263.8 million in aggregate principal amount of the Convertible Debentures during 2009, leaving a balance of $9.9 million outstanding at December 31, 2009.  

At December 31, 2009, the Company had cash and cash equivalents of $260.1 million and availability under its revolving credit facility of $167.9 million, after outstanding and undrawn letters of credit, compared to cash and cash equivalents of $140.6 million and availability under the Company's revolving credit facility of $190.2 million, after outstanding and undrawn letters of credit, as of December 31, 2008.   As of December 31, 2009, the Company had total indebtedness of $1,367.1 million, compared to total indebtedness of $1,239.5 million as of December 31, 2008.  

On March 1, 2010, the Company had sufficient unrestricted cash and availability under its revolving credit facility to satisfy the liquidity condition in its credit agreement related to the Convertible Debentures and thereby prevent the acceleration of borrowings under the credit agreement.

Convertible Debentures

A market price event did not occur for the quarter ended December 31, 2009 and, accordingly, the Convertible Debentures are not convertible during the current quarter ending March 31, 2010.  During the fourth quarter of 2009, the average price of the Company's common stock was lower than the conversion price of the Convertible Debentures.  Therefore, no shares related to the Convertible Debentures were included in the Company's weighted-average diluted common shares outstanding for the three months and year ended December 31, 2009.  

Conference Call Details

We invite you to join our conference call on March 1, 2010 at 8:30 AM Eastern Standard Time.  To access the call live via webcast, please visit www.scientificgames.com and click on the webcast link under the Investor Information section.  To access the call by telephone, please dial (866) 277-1184 (US & Canada) or (617) 597-5360 (International) 15 minutes before the start of the call.  The Conference ID# is 56701473.  

About Scientific Games

Scientific Games Corporation is a leading integrated supplier of instant tickets, systems and services to lotteries worldwide, a leading supplier of server-based gaming machines and systems, Amusement and Skill with Prize betting terminals, interactive sports betting terminals and systems, and wagering systems and services to pari-mutuel operators.  It is also a licensed pari-mutuel gaming operator in Connecticut, Maine and the Netherlands.  The Company's customers are in the United States and more than 50 countries.  For more information about the Company, please visit our website at www.scientificgames.com.  

Company Contact:

Investor Relations

Scientific Games

212-754-2233

Forward-Looking Statements

In this press release the Company makes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "continue," "believe," "expect," "anticipate," "could," "potential," "opportunity," or similar terminology. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of future results or performance.  Actual results may differ materially from those projected in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; material adverse changes in economic and industry conditions; technological change; retention and renewal of existing contracts and entry into new or revised contracts; availability and adequacy of cash flow to satisfy obligations and indebtedness or future needs; protection of intellectual property; security and integrity of software and systems; laws and government regulation, including those relating to gaming licenses, permits and operations; inability to identify, complete and integrate future acquisitions; inability to benefit from, and risks associated with, joint ventures and strategic investments and relationships; inability to complete the proposed sale of the Racing and Venue Management businesses; seasonality; inability to enhance and develop successful gaming concepts; dependence on suppliers and manufacturers; liability for product defects; factors associated with foreign operations; influence of certain stockholders; dependence on key personnel; failure to perform on contracts; resolution of pending or future litigation; labor matters; and stock price volatility. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company's filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

Non-GAAP Disclosure

  1. Free cash flow, as included herein, represents net cash provided by operating activities less total capital expenditures (which includes wagering systems expenditures and other intangible assets and software expenditures).  Free cash flow is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net cash provided by operating activities in a schedule below.   
  2. Adjusted EBITDA, as included herein, represents net income (loss) plus income tax expense, depreciation and amortization expense, interest expense, other expense (income), net, and loss (gain) on early extinguishment of debt, and is adjusted to add back segment and corporate employee termination costs, Lottery Systems contract impairment costs, Global Draw earn-out costs, costs associated with a CEO retirement and a division president retirement, acquisition due diligence charges, restructuring advisory fees, costs associated with the California Horse Racing Board resolution, costs associated with a property tax settlement, legal costs associated with termination of our Lottery Systems contract in Mexico, legal costs associated with the Italian tender, a Lottery Systems insurance settlement, a Lottery Systems Mexico accrual reversal, the write-down of Racing and Venue Management assets held for sale and stock compensation charges.  Adjusted EBITDA is a non-GAAP financial measure that is presented herein as a supplemental disclosure and is reconciled to net income (loss) in a schedule below.  Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue.  Management believes that the GAAP financial measure used by the Company that is most directly comparable to adjusted EBITDA margin is operating income margin (which is set forth in a schedule below).

The Company's management uses the foregoing non-GAAP financial measures in conjunction with GAAP financial measures to: monitor and evaluate the performance of the Company's business operations; facilitate management's internal comparisons of the Company's historical operating performance of its business operations; facilitate management's external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; review and assess the operating performance of the Company's management team; analyze and evaluate financial and strategic planning decisions regarding future operating investments; and plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.  Accordingly, the Company's management believes that these non-GAAP financial measures are useful to investors to provide them with disclosures of the Company's operating results on the same basis as that used by the Company's management.  

In addition, management believes adjusted EBITDA is helpful in assessing the Company's operating performance and highlighting trends in the Company's core businesses that may not otherwise be apparent when relying solely on GAAP financial measures, because this non-GAAP financial measure eliminates from earnings financial items that management believes have less bearing on the Company's performance.  In addition, management believes that adjusted EBITDA is useful in evaluating the Company's financial performance because it is a commonly used financial analysis tool for measuring and comparing gaming companies in several areas, such as liquidity, operating performance and leverage.  Management further believes that adjusted EBITDA and free cash flow provide useful information regarding the Company's liquidity and its ability to service debt and fund investments. 

Accordingly, the Company's management believes that the presentation of the non-GAAP financial measures, when used in conjunction with GAAP financial measures, provides both management and investors with financial information that can be useful in assessing the Company's financial condition and operating performance.

The non-GAAP financial measures used herein should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP.  The non-GAAP financial measures as defined in this press release may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information in this press release, should be read in conjunction with the Company's financial statements filed with the Securities and Exchange Commission.

Beginning with our earnings release for the quarter ending March 31, 2010, the definition of "adjusted EBITDA" will be based on the definition of "consolidated EBITDA" in our credit agreement (summarized in the paragraph below), except that adjusted EBITDA as used in our earnings release will include (without duplication) our share of the income (or deficit) of our joint ventures, whether or not such income has been distributed to us (whereas "consolidated EBITDA" for purposes of the credit agreement includes such income only to the extent it has been distributed to us).  In order to provide continuity between the presentation of adjusted EBITDA as used herein and in recent earnings releases and the presentation of the revised definition of adjusted EBITDA that will be used going forward, the Company has included schedules below setting forth adjusted EBITDA under the revised definition as compared to adjusted EBITDA as reported for the periods indicated.

"Consolidated EBITDA" means, for any period, "consolidated net income" as defined in the credit agreement (i.e., generally our consolidated net income (or loss) excluding the income (or deficit) of our joint ventures except to the extent that such income has been distributed to us) for such period plus, to the extent reflected as a charge in the statement of such consolidated net income for such period, the sum of (1) income tax expense, (2) depreciation and amortization expense, (3) interest expense, (4) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with debt (see line item captioned "Debt-Related Fees and Charges" in the schedules below), (5) amortization of intangibles (including goodwill) and organization costs (see line item captioned "Amortization of Intangibles" in the schedules below), (6) earn-out payments with respect to certain acquisitions that we have made, such as our acquisition of Global Draw, or any other permitted acquisitions (generally, acquisitions of companies that are primarily engaged in the same or related line of business and that become subsidiaries of ours, or acquisitions of all or substantially all of the assets of another company or division or business unit of another company), including any loss or expense with respect to such earn-out payments (see line item captioned "Earn-Outs for Permitted Acquisitions" in the schedules below), (7) extraordinary charges or losses determined in accordance with GAAP, (8) non-cash stock-based compensation expenses, (9) up to $3,000,000 of expenses, charges or losses resulting from certain Peru investments (see line item captioned "Peru Investment Expenses" in the schedules below), (10) the non-cash portion of any non-recurring write-offs or write-downs as required in accordance with GAAP (see line item captioned "Non-Recurring Write-Offs under GAAP" in the schedules below), (11) advisory fees and related expenses paid to advisory firms in connection with permitted acquisitions (see line item captioned "Acquisition Advisory Fees" in the schedules below), (12) certain specified "permitted add-backs" (i.e., (A) up to $15,000,000 (less the amount of certain permitted pro forma adjustments to consolidated EBITDA in connection with material acquisitions) of charges incurred during any 12-month period in connection with (i) reductions in workforce, (ii) contract losses, discontinued operations, shutdown expenses and cost reduction initiatives, (iii) transaction expenses incurred in connection with potential acquisitions and divestitures, whether or not consummated, and (iv) restructuring charges and transaction expenses incurred in connection with certain transactions with Playtech Limited or its affiliates, and (B) reasonable and customary costs incurred in connection with amendments to the credit agreement) (see line item captioned "Specified Permitted Add-Backs" in the schedules below) (provided that the foregoing amounts do not include write-offs or write-downs of accounts receivable or inventory and, except with respect to permitted add-backs, any write-off or write-down to the extent it is in respect of cash payments to be made in a future period), (13) to the extent treated as an expense in the period paid or incurred, certain payments, costs and obligations made or incurred by us in connection with any award of a license to operate the instant ticket lottery in Italy, including any up-front fee required under the applicable tender process (see line item captioned "Italian Concession Obligations" in the schedules below), (14) restructuring charges, transaction expenses and shutdown expenses incurred in connection with the disposition of all or part of our Racing and Venue Management businesses, together with up to $7,325,000 of charges incurred in connection with discontinued operations and cost-reduction initiatives associated with such disposition (see line item captioned "Racing Disposition Charges and Expenses" in the schedules below) and (15) up to 5,250,000 pounds Sterling during any four-quarter period of expenses or charges incurred in connection with the payment of license royalties or other fees to Playtech Limited or its affiliates and for software services provided to Global Draw or Games Media by Playtech Limited or its affiliates (see line item captioned "Playtech Royalties and Fees" in the schedules below), minus, to the extent included in the statement of such consolidated net income for such period, the sum of (1) interest income, (2) extraordinary income or gains determined in accordance with GAAP and (3) income or gains with respect to earn-out payments with respect to acquisitions referred to above (see line item captioned "Income on Earn-Outs for Permitted Acquisitions" in the schedules below).  Consolidated EBITDA is also subject to certain adjustments in connection with material acquisitions and dispositions as provided in the credit agreement.  The foregoing definitions of "consolidated net income" and "consolidated EBITDA" are qualified in their entirety by the full text of such definitions in our credit agreement, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2010.

The Company's management believes that the revised definition of adjusted EBITDA, which the Company intends to use going forward beginning with the first quarter 2010 earnings release, is useful to investors for the reasons described above and because the definition is derived from the definition of "consolidated EBITDA" in our credit agreement, which is used to calculate the Company's compliance with the financial covenants contained in the credit agreement.  In addition, the free cash flow performance metric used in determining performance-based bonuses for 2010 is calculated by subtracting total capital expenditures (which includes wagering systems expenditures and other intangible assets and software expenditures) from the revised definition of adjusted EBITDA (subject to certain additional adjustments in the discretion of the Compensation Committee (e.g., to take into account acquisitions, divestitures, sign-on or guaranteed bonuses approved by the Compensation Committee and accounting changes during the year)).  Moreover, the operating income performance metric used in determining performance-based bonuses for 2010 is subject to the same adjustments used to determine the revised definition of adjusted EBITDA (and certain additional adjustments in the discretion of the Compensation Committee (e.g., to take into account acquisitions, divestitures, sign-on or guaranteed bonuses approved by the Compensation Committee and accounting changes during the year)).

    
    
    
             SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES        
                 CONSOLIDATED STATEMENTS OF OPERATIONS            
                                                                  
             Three Months Ended December 31, 2008 and 2009        
          (Unaudited, in thousands, except per share amounts)     
                                                                  
                                                   Three Months    
                                                Ended December 31, 
                                                ------------------ 
                                                  2008      2009 
                                                  ----      ---- 
    Operating revenue:                                            
        Instant ticket                         $127,155  $112,621 
        Services                                108,773   100,016 
        Sales                                    27,990    20,248 
                                                 ------    ------ 
        Total operating revenue                 263,918   232,885 
                                                -------   ------- 
                                                                  
    Operating expenses:                                           
        Cost of instant tickets (exclusive of                     
         depreciation and amortization)          81,851    68,229 
        Cost of services (exclusive of                            
         depreciation and amortization)          72,540    59,022 
        Cost of sales (exclusive of                               
         depreciation and amortization)          22,048    13,641 
    Selling, general and administrative                           
     expenses                                    46,210    48,769 
    Write-down of assets held for sale                -    54,356 
    Employee termination costs                   10,923         - 
    Depreciation and amortization               112,543    58,331 
                                                -------    ------ 
    Operating (loss)                            (82,197)  (69,463)
                                                -------   ------- 
    Other (income) expense:                                       
        Interest expense                         22,326    24,558 
        Equity in earnings of joint ventures     (9,958)  (14,462)
        Early extinguishment of debt                  -      (234)
        Other (income) expense                   (3,178)    3,868 
                                                 ------     ----- 
                                                  9,190    13,730 
                                                  -----    ------ 
    Loss before income tax expense              (91,387)  (83,193)
    Income tax benefit                          (22,320)  (33,052)
                                                -------   ------- 
    Net loss                                   $(69,067) $(50,141)
                                               ========  ======== 
                                                                  
    Basic and diluted net loss per share:                         
        Basic net loss                           $(0.75)   $(0.54)
                                                 ======    ====== 
        Diluted net loss                         $(0.75)   $(0.54)
                                                 ======    ====== 
    Weighted average number of shares:                            
        Basic shares                             92,704    93,070 
                                                 ======    ====== 
        Diluted shares                           92,704    93,070 
                                                 ======    ====== 
    
    
    
             SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES         
                 CONSOLIDATED STATEMENTS OF OPERATIONS             
                                                                   
             Twelve Months Ended December 31, 2008 and 2009        
           (Unaudited, in thousands, except per share amounts)     
                                                                   
                                                  Twelve Months    
                                                Ended December 31, 
                                                ------------------ 
                                                  2008       2009 
                                                  ----       ---- 
    Operating revenue:                                             
        Instant ticket                          $548,308  $453,238 
        Services                                 451,664   410,014 
        Sales                                    118,857    64,497 
                                                 -------    ------ 
        Total operating revenue                1,118,829   927,749 
                                               ---------   ------- 
                                                                   
    Operating expenses:                                            
        Cost of instant tickets (exclusive of                      
         depreciation and amortization)          331,501   270,836 
        Cost of services (exclusive of                             
         depreciation and amortization)          263,284   234,093 
        Cost of sales (exclusive of                                
         depreciation and amortization)           85,856    44,539 
    Selling, general and administrative                            
     expenses                                    184,213   168,248 
    Write-down of assets held for sale                 -    54,356 
    Employee termination costs                    13,695     3,920 
    Depreciation and amortization                218,643   151,784 
                                                 -------   ------- 
    Operating income (loss)                       21,637       (27)
                                                  ------       --- 
    Other (income) expense:                                        
        Interest expense                          78,071    87,498 
        Equity in earnings of joint ventures     (58,570)  (59,220)
        Early extinguishment of debt               2,960    (4,829)
        Other (income) expense                    (4,691)    2,856 
                                                  ------     ----- 
                                                  17,770    26,305 
                                                  ------    ------ 
    Income (loss) before income tax expense        3,867   (26,332)
    Income tax expense                             8,352    13,547 
                                                   -----    ------ 
    Net loss                                     $(4,485) $(39,879)
                                                 =======  ======== 
                                                                   
    Basic and diluted net loss per share:                          
        Basic net loss                            $(0.05)   $(0.43)
                                                  ======    ====== 
        Diluted net loss                          $(0.05)   $(0.43)
                                                  ======    ====== 
    Weighted average number of shares:                             
        Basic shares                              92,875    92,701 
                                                  ======    ====== 
        Diluted shares                            92,875    92,701 
                                                  ======    ====== 
    
    
    
                SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES           
                  SELECTED CONSOLIDATED BALANCE SHEET DATA              
                                                                        
                   December 31, 2008 and December 31, 2009              
                          (Unaudited, in thousands)                     
                                                                        
                                                                        
                                                December 31, December 31,
                                                     2008         2009
                                                     ----         ----
    Assets:                                                             
        Cash and cash equivalents                  $140,639     $260,131
        Other current assets                        371,139      321,495
        Assets held for sale                              -       91,102
        Property and equipment, net                 575,479      468,439
        Long-term assets                          1,095,196    1,150,625
                                                  ---------    ---------
           Total assets                          $2,182,453   $2,291,792
                                                 ==========   ==========
                                                                        
    Liabilities and Stockholders' Equity:                               
        Current portion of long-term debt           $43,384      $24,808
        Other current liabilities                   217,300      180,298
        Liabilities held for sale                         -       20,097
        Long-term debt, excluding current                               
         portion                                  1,196,083    1,342,255
        Other long-term liabilities                 129,857      104,576
        Stockholders' equity                        595,829      619,758
                                                    -------      -------
           Total liabilities and stockholders'                          
            equity                               $2,182,453   $2,291,792
                                                 ==========   ==========
    
    
    
                SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES            
                     CONSOLIDATED SEGMENT OPERATING DATA                 
                                                                         
                Three Months Ended December 31, 2008 and 2009            
                           (Unaudited, in thousands)                     
                                                                         
                                   Three Months Ended December 31, 2008  
                                   ------------------------------------  
                                 Printed  Lottery   Diversified           
                                Products  Systems     Gaming             
                                  Group    Group      Group      Totals  
                                  -----    -----      -----      ------  
                                                                         
    Instant ticket revenue      $127,155       $-           $-  $127,155 
    Service revenue                    -   57,690       51,083   108,773 
    Sales revenue                  7,295   15,373        5,322    27,990 
                                   -----   ------        -----    ------ 
    Total revenue                134,450   73,063       56,405   263,918 
                                 -------   ------       ------   ------- 
    Cost of instant tickets (1)   81,851        -            -    81,851 
    Cost of services (1)               -   39,906       32,634    72,540 
    Cost of sales (1)              3,868   15,902        2,278    22,048 
    Selling, general and                                                 
     administrative expenses      14,248    7,892        6,430    28,570 
    Employee termination costs     4,441    2,576        1,152     8,169 
    Depreciation and                                                     
     amortization (2)             14,363   79,999       14,800   109,162 
                                  ------   ------       ------   ------- 
    Segment operating                                                    
     income (loss)               $15,679 $(73,212)       $(889) $(58,422)
                                 ------- --------        -----  -------- 
    Unallocated                                                          
     corporate expense                                            21,021 
    Corporate employee                                                   
     termination costs                                             2,754 
                                                                   ----- 
    Consolidated                                                         
     operating loss                                             $(82,197)
                                                                ======== 
                                                                         
    Operating income margin                                          N/A 
    
                                                                         
                                   Three Months Ended December 31, 2009  
                                   ------------------------------------  
                                 Printed  Lottery   Diversified           
                                Products  Systems     Gaming             
                                  Group    Group      Group      Totals  
                                  -----    -----      -----      ------  
                                                                         
    Instant ticket revenue      $112,621       $-           $-  $112,621 
    Service revenue                    -   51,602       48,414   100,016 
    Sales revenue                  3,598   15,284        1,366    20,248 
                                   -----   ------        -----    ------ 
    Total revenue                116,219   66,886       49,780   232,885 
                                 -------   ------       ------   ------- 
    Cost of instant tickets (1)   68,229        -            -    68,229 
    Cost of services (1)               -   27,149       31,873    59,022 
    Cost of sales (1)              2,195   10,592          854    13,641 
    Selling, general and                                                 
     administrative expenses      10,838    7,183        7,640    25,661 
    Write-down of assets                                                 
     held for sale                     -        -       54,356    54,356 
    Employee termination costs         -        -            -         - 
    Depreciation and                                                     
     amortization (2)              8,886   36,021       13,265    58,172 
                                   -----   ------       ------    ------ 
    Segment operating                                                    
     income (loss)               $26,071 $(14,059)    $(58,208) $(46,196)
                                 ------- --------     --------  -------- 
    Unallocated                                                          
     corporate expense                                            23,267 
    Corporate employee                                                   
     termination costs                                                 - 
                                                                     --- 
    Consolidated                                                         
     operating loss                                             $(69,463)
                                                                ======== 
                                                                         
    Operating income margin                                          N/A 
                                                                         
    (1) Exclusive of depreciation and amortization. 
    (2) Includes amortization of service contract software. 
    
    
    
                SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES            
                     CONSOLIDATED SEGMENT OPERATING DATA                 
                                                                         
                Twelve Months Ended December 31, 2008 and 2009           
                           (Unaudited, in thousands)                     
                                                                         
                                  Twelve Months Ended December 31, 2008  
                                  -------------------------------------  
                                 Printed  Lottery   Diversified           
                                Products  Systems     Gaming             
                                  Group    Group      Group      Totals  
                                  -----    -----      -----      ------  
                                                                         
    Instant ticket revenue      $548,308       $-           $-  $548,308 
    Service revenue                    -  236,022      215,642   451,664 
    Sales revenue                 31,943   62,708       24,206   118,857 
                                  ------   ------       ------   ------- 
    Total revenue                580,251  298,730      239,848 1,118,829 
                                 -------  -------      ------- --------- 
    Cost of instant tickets (1)  331,501        -            -   331,501 
    Cost of services (1)               -  132,335      130,949   263,284 
    Cost of sales (1)             20,177   54,254       11,425    85,856 
    Selling, general and                                                 
     administrative expenses      59,336   33,634       25,923   118,893 
    Employee termination costs     7,213    2,576        1,152    10,941 
    Depreciation and                                                     
     amortization (2)             43,091  125,764       45,575   214,430 
                                  ------  -------       ------   ------- 
    Segment operating                                                    
     income (loss)              $118,933 $(49,833)     $24,824   $93,924 
                                -------- --------      -------   ------- 
    Unallocated                                                          
     corporate expense                                            69,533 
    Corporate employee                                                   
     termination costs                                             2,754 
                                                                   ----- 
    Consolidated                                                         
     operating income                                            $21,637 
                                                                 ======= 
                                                                         
    Operating income margin                                          1.9%
    
                                                                        
                                  Twelve Months Ended December 31, 2009 
                                  ------------------------------------- 
                                 Printed  Lottery  Diversified           
                                Products  Systems    Gaming             
                                  Group    Group     Group      Totals  
                                  -----    -----     -----      ------  
                                                                        
    Instant ticket revenue      $453,238       $-          $-  $453,238 
    Service revenue                    -  211,015     198,999   410,014 
    Sales revenue                 13,374   46,372       4,751    64,497 
                                  ------   ------       -----    ------ 
    Total revenue                466,612  257,387     203,750   927,749 
                                 -------  -------     -------   ------- 
    Cost of instant tickets (1)  270,836        -           -   270,836 
    Cost of services (1)               -  110,660     123,433   234,093 
    Cost of sales (1)              8,923   32,619       2,997    44,539 
    Selling, general and                                                
     administrative expenses      44,979   30,225      24,923   100,127 
    Write-down of assets                                                
     held for sale                     -        -      54,356    54,356 
    Employee termination costs     2,016      125         433     2,574 
    Depreciation and                                                    
     amortization (2)             32,982   68,902      49,224   151,108 
                                  ------   ------      ------   ------- 
    Segment operating                                                   
     income (loss)              $106,876  $14,856    $(51,616)  $70,116 
                                --------  -------    --------   ------- 
    Unallocated                                                         
     corporate expense                                           68,797 
    Corporate employee                                                  
     termination costs                                            1,346 
                                                                  ----- 
    Consolidated                                                        
     operating loss                                                $(27)
                                                                   ==== 
                                                                        
    Operating income margin                                        N/A  
                                                                        
    (1) Exclusive of depreciation and amortization. 
    (2) Includes amortization of service contract software. 
    
    
    
                  SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES              
                 RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA             
                             (Unaudited, in thousands)                       
                                                                             
                                         Three Months        Twelve Months   
                                      Ended December 31,    Ended December 31,
                                      ------------------    ------------------
                                        2008       2009      2008      2009 
                                        ----       ----      ----      ---- 
                                                                             
    Net income (loss)                 $(69,067) $(50,141)  $(4,485) $(39,879)
    Add: Income tax expense            (22,320)  (33,052)    8,352    13,547 
    Add: Depreciation and                                                    
     amortization expense              112,543    58,331   218,643   151,784 
    Add: Interest expense               22,326    24,558    78,071    87,498 
    Add: Other expense (income), net    (3,178)    3,868    (4,691)    2,856 
    Add: Loss (gain) on early                                                
     extinguishment of debt                  -      (234)    2,960    (4,829)
                                           ---      ----     -----    ------ 
    EBITDA                             $40,304    $3,330  $298,850  $210,977 
                                       =======    ======  ========  ======== 
                                                                             
    Add: Printed Products employee                                           
     termination costs                  $4,441        $-    $7,213    $3,920 
    Add: Lottery Systems employee                                            
     termination costs                   2,576         -     2,576         - 
    Add: Lottery Systems                                                     
     contract impairment                 7,831         -     7,831         - 
    Add: Diversified Gaming employee                                         
     termination costs                   1,152         -     1,152         - 
    Add: Corporate employee                                                  
     termination costs                   2,754         -     2,754         - 
    Add: Global Draw earn-out              930         -     4,376         - 
    Add: Division                                                            
     President retirement                    -         -       930         - 
    Add: CEO retirement                      -     2,000         -     2,000 
    Add: Acquisition due                                                     
     diligence charges                       -     3,754         -     3,754 
    Add: Restructuring advisory fees         -     2,951         -     2,951 
    Add: California Horse Race                                               
     Board resolution                        -         -       700         - 
    Add: Lottery Systems                                                     
     Mexico legal costs                      -         -         -       900 
    Add: Property tax settlement             -         -         -     1,005 
    Add: Italy legal costs                   -     1,976         -     2,633 
    Add: Lottery Systems                                                     
     insurance settlement                    -         -         -    (1,308)
    Add: Lottery Systems Mexico                                              
     accrual reversal                        -         -         -    (1,112)
    Add: Write-down of Racing and                                            
     Venue Management assets held for                                        
     sale                                    -    54,356         -    54,356 
    Add: Stock compensation charges      9,774     8,685    34,122    34,589 
                                         -----     -----    ------    ------ 
    Adjusted EBITDA                    $69,762   $77,052  $360,504  $314,665 
                                       =======   =======  ========  ======== 
    
    
    
                  SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES             
      RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA 
                            (Unaudited, in thousands)                       
                                                                            
                                        Three Months Ended                  
                       ---------------------------------------------------- 
                       March 31,   June 30,   September 30,   December 31,  
                          2008        2008         2008            2008     
                       ----------  ---------  --------------  ------------- 
                                                                            
    Net income (loss)     $16,663    $25,754         $22,166       $(69,067)
    Add: Income tax                                                         
     expense                8,494     12,316           9,862        (22,320)
    Add: Depreciation                                                       
     and amortization                                                       
     expense               34,504     35,108          36,487        112,543 
    Add: Interest                                                           
     expense               17,145     17,680          20,920         22,326 
    Add: Other expense                                                      
     (income), net             50       (745)           (818)        (3,178)
    Add: Loss (gain)                                                        
     on early extinguishment 
     of debt                    -      2,960               -              - 
                              ---      -----             ---            --- 
    EBITDA                $76,856    $93,073         $88,617        $40,304 
                          =======    =======         =======        ======= 
                                                                            
    Add: Debt Related                                                       
     Fees and Charges          $-         $-              $-             $- 
    Add: Amortization of                                                    
     Intangibles                -          -               -              - 
    Add: Earn-outs                                                          
     for Permitted                                                          
     Acquisitions (1)       1,776      1,670               -            930 
    Add: Extraordinary                                                      
     Charges or Losses                                                      
     under GAAP                 -          -               -              - 
    Add: Non-Cash                                                           
     Stock-Based                                                            
     Compensation                                                           
     Expenses               8,518      7,610           8,220          9,774 
    Add: Peru Investment                                                    
     Expenses, Charges or                                                   
     Losses                     -          -              30              - 
    Add: Non-Recurring                                                      
     Write-Offs                                                             
     under GAAP                 -          -               -            562 
    Add: Acquisition                                                        
     Advisory Fees              -          -               -              - 
    Add: Specified                                                          
     Permitted Add-Backs (2)    -          -               -         17,253 
    Add: Italian Concession                                                 
     Obligations                -          -               -              - 
    Add: Racing Disposition                                                 
     Charges and Expenses       -          -               -              - 
    Add: Playtech                                                           
     Royalties and Fees         -          -               -              - 
    Add/Less: Other                                                         
     (expense)                                                              
     income, net (3)          (50)       745             818          3,178 
    Less: Interest Income    (394)      (520)           (970)          (523)
    Less: Extraordinary                                                     
     Income or Gains 
     under GAAP                 -          -               -              - 
    Add: Income on                                                          
     Earn-Outs for                                                          
     Permitted                                                              
     Acquisitions               -          -               -              - 
    Less: (Loss) gain                                                       
     on early extinguishment 
     of debt (4)                -     (2,960)              -              - 
    Add/Less: Other             -          -               -              - 
                          -------    -------         -------        ------- 
    Revised Adjusted                                                        
     EBITDA               $86,706    $99,618         $96,715        $71,478 
                          =======    =======         =======        ======= 
                                                                            
    (1) Amounts reflect Global Draw employee contingent bonus payments. 
    (2) Amounts include transaction expenses, contract impairments and 
        restructuring expenses. 
    (3) Adjustment to conform to credit agreement definition.  Amounts include
        foreign exchange transactions, interest income, minority interest and 
        other items. 
    (4) Adjustment to conform to credit agreement definition. 
    
    
    
                   SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES              
       RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA  
                             (Unaudited, in thousands)                        
                                                                              
                                          Three Months Ended                  
                         ---------------------------------------------------- 
                         March 31,   June 30,   September 30,   December 31,  
                            2009        2009         2009            2009     
                         ----------  ---------  --------------  ------------- 
                                                                              
    Net income (loss)      $(25,190)   $20,346         $15,106       $(50,141)
    Add: Income tax                                                           
     expense                 38,641      1,093           6,865        (33,052)
    Add: Depreciation                                                         
     and amortization                                                         
     expense                 31,143     30,261          32,049         58,331 
    Add: Interest                                                             
     expense                 18,809     21,395          22,736         24,558 
    Add: Other expense                                                        
     (income), net           (1,917)       931             (27)         3,868 
    Add: Loss (gain)                                                          
     on early                                                                 
     extinguishment of                                                        
     debt                    (2,288)    (1,756)           (550)          (234)
                             ------     ------            ----           ---- 
    EBITDA                  $59,198    $72,270         $76,179         $3,330 
                            =======    =======         =======         ====== 
                                                                              
    Add: Debt Related Fees                                                    
     and Charges (1)           $289       $546            $181           $122 
    Add: Amortization                                                         
     of Intangibles               -          -               -              - 
    Add: Earn-outs for                                                        
     Permitted                                                                
     Acquisitions (2)             -        219               -              - 
    Add: Extraordinary                                                        
     Charges or Losses                                                        
     under GAAP                   -          -               -              - 
    Add: Non-Cash Stock-Based                                                 
     Compensation Expenses   11,278      7,339           7,286          8,686 
    Add: Peru Investment                                                      
     Expenses, Charges                                                        
     or Losses                    -          -               -              - 
    Add: Non-Recurring                                                        
     Write-Offs under GAAP        -          -               -         50,361 
    Add: Acquisition                                                          
     Advisory Fees                -          -               -              - 
    Add: Specified                                                            
     Permitted Add-Backs (3)  3,987          -             129          8,705 
    Add: Italian Concession                                                   
     Obligations                  -          -             657          1,976 
    Add: Racing Disposition                                                   
     Charges and Expenses         -          -               -          3,995 
    Add: Playtech                                                             
     Royalties and Fees           -          -               -              - 
    Add/Less: Other                                                           
     expense                                                                  
     (income), net (4)        1,917       (931)             27            562 
    Less: Interest                                                            
     Income                    (322)      (199)           (323)          (413)
    Less: Extraordinary                                                       
     Income or Gains                                                          
     under GAAP                   -          -               -              - 
    Add: Income on Earn-                                                      
     Outs for Permitted                                                       
     Acquisitions                 -          -               -              - 
    Add: (Loss) gain                                                          
     on early                                                                 
     extinguishment of                                                        
     debt (5)                 2,288      1,756             550            234 
    Add/Less: Other               -          -               -              - 
                            -------    -------         -------        ------- 
    Revised Adjusted                                                          
     EBITDA                 $78,635    $81,000         $84,686        $77,558 
                            =======    =======         =======        ======= 
                                                                              
    (1) Amounts reflect write-off of unamortized deferred financing costs in 
        connection with early extinguishment of debt. 
    (2) Amounts reflect Global Draw employee contingent bonus payments. 
    (3) Amounts include management transition expenses, transaction expenses, 
        contract impairments and restructuring expenses. 
    (4) Adjustment to conform to credit agreement definition.  Amounts include
        foreign exchange transactions, interest income, minority interest and 
        other items. 
    (5) Adjustment to conform to credit agreement definition. 
    
    
    
                  SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES              
      RECONCILIATION OF NET INCOME TO REVISED DEFINITION OF ADJUSTED EBITDA  
                             (Unaudited, in thousands)                       
                                                                             
                                                 Twelve Months               
                                    ---------------------------------------  
                                    December 31, 2008     December 31, 2009  
                                    -----------------     -----------------  
                                   Revised               Revised             
                                  Adjusted   Adjusted   Adjusted   Adjusted  
                                   EBITDA     EBITDA     EBITDA     EBITDA   
                                  ---------  ---------  ---------  --------- 
                                                                             
    Net income (loss)               $(4,485)   $(4,485)  $(39,879)  $(39,879)
    Add: Income tax expense           8,352      8,352     13,547     13,547 
    Add: Depreciation and                                                    
     amortization expense           218,643    218,643    151,784    151,784 
    Add: Interest expense            78,071     78,071     87,498     87,498 
    Add: Other expense                                                       
     (income), net                   (4,691)    (4,691)     2,856      2,856 
    Add: Loss (gain) on early                                                
     extinguishment of debt           2,960      2,960     (4,829)    (4,829)
                                      -----      -----     ------     ------ 
    EBITDA                         $298,850    298,850   $210,977   $210,977 
                                   ========    =======   ========   ======== 
                                                                             
    Add: Debt Related Fees and                                               
     Charges (1)                         $-         $-     $1,138         $- 
    Add: Amortization of                                                     
     Intangibles                          -          -          -          - 
    Add: Earn-outs for                                                       
     Permitted Acquisitions (2)       4,376      4,376        219          - 
    Add: Extraordinary                                                       
     Charges or Losses                                                       
     under GAAP                           -          -          -          - 
    Add: Non-Cash Stock-Based                                                
     Compensation Expenses           34,122     34,122     34,589     34,589 
    Add: Peru Investment                                                     
     Expenses, Charges or Losses         30          -          -          - 
    Add: Non-Recurring                                                       
     Write-Offs under GAAP (3)          562          -     50,361     54,356 
    Add: Acquisition                                                         
     Advisory Fees                        -          -          -          - 
    Add: Specified Permitted 
     Add-Backs (4)                   17,253     21,526     12,821     12,625 
    Add: Italian Concession                                                  
     Obligations                          -          -      2,633      2,633 
    Add: Racing Disposition                                                  
     Charges and Expenses (5)             -          -      3,995          - 
    Add: Playtech Royalties                                                  
     and Fees                             -          -          -          - 
    Add: Other expense                                                       
     (income), net (6)                4,691          -      1,575          - 
    Less: Interest Income (7)        (2,407)         -     (1,256)         - 
    Less: Extraordinary Income 
     or Gains under GAAP                  -          -          -          - 
    Add: Income on Earn-                                                     
     Outs for Permitted                                                      
     Acquisitions                         -          -          -          - 
    Add/Less: (Loss) gain                                                    
     on early extinguishment 
     of debt (8)                     (2,960)         -      4,829          - 
    Add/Less: Other (9)                   -      1,630          -       (515)
                                   --------   --------   --------   -------- 
    Adjusted EBITDA                $354,517   $360,504   $321,881   $314,665 
                                   ========   ========   ========   ======== 
                                                                             
    Variance                        $(5,987)               $7,216            
                                                                             
    (1) Amount reflects write-off of unamortized deferred financing costs in 
        connection with early extinguishment of debt.   
    (2) Amounts reflect Global Draw employee contingent bonus payments.   
    (3) Reflects inclusion in 2008 revised adjusted EBITDA of $562 related to
        write-offs of deferred acquisition expenses.  Difference in amounts 
        for 2009 period reflect $3,995 of transaction expenses related to 
        proposed sale of Racing and Venue Management businesses that are 
        included in Racing Disposition Charges and Expenses (see footnote 5).
    (4) Amounts include management transition expenses, transaction expenses, 
        contract impairments and restructuring expenses.  Difference in 
        amounts for 2008 period reflects exclusion from revised adjusted 
        EBITDA of $2,772 of restructuring expenses and inclusion in revised 
        adjusted EBITDA of the reversal of reserves related to the shut-down 
        of a Lottery Systems contract. 
    (5) Amount reflects $3,995 of transaction expenses related to proposed 
        sale of Racing and Venue Management businesses (which are included in 
        adjusted EBITDA as Non-Recurring Write-Offs under GAAP) (see footnote 
        3). 
    (6) Adjustment to conform to credit agreement definition. 
    (7) Reflects exclusion of interest income from revised adjusted EBITDA. 
    (8) Adjustment to conform to credit agreement definition.  
    (9) Reflects exclusion in 2008 revised adjusted EBITDA of $930 for 
        division president retirement and $700 related to California Horse 
        Racing Board resolution.  Reflects exclusion in 2009 revised adjusted 
        EBITDA of $900 of Lottery Systems Mexico legal costs and $1,005 of 
        property tax settlements (offset by a Lottery Systems insurance 
        settlement of $1,308 and Mexico accrual reversal of $1,112).  
    
    
    
                 SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES             
                         CALCULATION OF FREE CASH FLOW                     
                            (Unaudited, in thousands)                      
                                                                           
                                   Three Months Ended   Twelve Months Ended 
                                      December 31,           December 31,   
                                    ----------------    ------------------- 
                                     2008      2009       2008       2009 
                                     ----      ----       ----       ---- 
    Net cash provided by                                                   
     operating activities          $67,053   $44,082   $208,498   $220,077 
                                                                           
    Less: Capital expenditures      (8,800)   (3,795)   (19,686)   (12,932)
    Less: Wagering systems                                                 
     expenditures                  (44,627)  (19,741)  (163,954)   (64,610)
    Less: Other intangible assets                                          
     and software expenditures     (12,567)   (7,999)   (46,278)   (34,039)
                                   -------    ------    -------    ------- 
    Total Capital Expenditures    $(65,994) $(31,535) $(229,918) $(111,581)
                                  --------  --------  ---------  --------- 
                                                                           
                                    ------   -------   --------   -------- 
    Free cash flow                  $1,059   $12,547   $(21,420)  $108,496 
                                    ------   -------   --------   -------- 
                                                                           
    For 2009, net cash provided by operating activities includes an outflow of
    $10 million relating to a retirement plan.  This outflow is offset by an 
    inflow connected with the retirement plan but reflected as an investing
    activity.  Other than capital expenditures, investing activities are not a
    component of free cash flow. As a result, only the outflow is being shown 
    in the free cash flow calculation. 
    
    
    
                   SCIENTIFIC GAMES CORPORATION AND SUBSIDIARIES              
                            Key Performance Indicators                        
                (Unaudited, in thousands, except terminals and ASP)           
                                                                              
                                      Three Months Ended  Twelve Months Ended 
                                         December 31,         December 31,    
                                      ------------------  ------------------- 
                                        2008       2009       2008       2009
                                        ----       ----       ----       ---- 
    Select Data:                                                              
        Italy - Gratta e Vinci                                                
        Revenues (Euros)             2,342,000 2,347,000  9,275,000  9,435,000
                                                                              
        China - China Sports Lottery                                          
        Revenues (RMB)               2,814,000 3,702,000 10,231,000 15,180,000
        Tickets Sold                   539,603   538,658  1,910,631  2,163,428
        ASP (RMB)                         5.21      6.87       5.35       7.02
                                                                              
      Terminal installed base at                                              
       end of period:                                                         
        Global Draw                     15,288    17,284     15,288     17,284
        Games Media                      1,453     2,351      1,453      2,351
    

SOURCE Scientific Games Corporation

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