SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
Commission file number: 1-8300
WMS INDUSTRIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2814522
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
800 South Northpoint Blvd., Waukegan, IL 60085
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 785-3000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 32,189,807 shares of common
stock, $.50 par value, were outstanding at November 7, 2001, excluding 77,312
shares held as treasury shares.
WMS INDUSTRIES INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements:
Condensed Consolidated Statements of Operations -
Three months ended September 30, 2001 and 2000....................... 2
Condensed Consolidated Balance Sheets -
September 30, 2001 and June 30, 2001................................. 3
Condensed Consolidated Statements of Cash Flows -
Three months ended September 30, 2001 and 2000....................... 5
Notes to Condensed Consolidated Financial Statements................. 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 7
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk........... 10
PART II. OTHER INFORMATION:
ITEM 1. Legal Proceedings.................................................... 10
ITEM 6. Exhibits and Reports on Form 8-K..................................... 10
SIGNATURES ..................................................................... 11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WMS INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands, except per share amounts)
(Unaudited)
Three Months Ended
September 30,
-------------------
2001 2000
------- -------
Revenues:
Machine sales $20,858 $40,261
Participation and lease 25,448 19,581
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Total revenues 46,306 59,842
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Costs and Expenses:
Cost of sales 11,667 22,746
Cost of participation and lease revenue 3,417 2,913
Research and development 4,853 3,539
Selling and administrative 12,443 11,830
Depreciation and amortization 5,976 4,063
Corporate relocation - 533
------- -------
Total costs and expenses 38,356 45,624
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Operating income 7,950 14,218
Interest and other income and expense, net 1,295 1,047
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Income before income taxes 9,245 15,265
Provision for income taxes 3,415 5,802
------- -------
Net income $ 5,830 $ 9,463
======= =======
Earnings per share of common stock:
Basic $ 0.18 $ 0.30
======= =======
Diluted $ 0.18 $ 0.30
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Shares used in per share calculations:
Basic 32,180 31,087
======= =======
Diluted 32,770 31,766
======= =======
See notes to condensed consolidated financial statements.
2
WMS INDUSTRIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
(Unaudited)
September 30, June 30,
2001 2001
------------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 25,741 $ 14,963
Short-term investments 72,048 71,524
--------- ---------
97,789 86,487
Receivables, net of allowances of $3,517 and $3,931 35,704 46,218
Notes receivable, current portion 13,935 13,857
Income tax receivable - 10,431
Inventories, at lower of cost (FIFO) or market:
Raw materials and work in progress 20,380 16,656
Finished goods 21,215 16,290
--------- ---------
41,595 32,946
Deferred income taxes 4,271 3,162
Other current assets 3,366 2,078
--------- ---------
Total current assets 196,660 195,179
Gaming machines on participation or lease 68,026 64,967
Less accumulated depreciation (37,387) (32,558)
--------- ---------
30,639 32,409
Property, plant and equipment 51,405 48,731
Less accumulated depreciation (17,906) (16,758)
--------- ---------
33,499 31,973
Other assets 20,061 18,921
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$ 280,859 $ 278,482
========= =========
See notes to condensed consolidated financial statements.
3
WMS INDUSTRIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)
(Unaudited)
September 30, June 30,
2001 2001
------------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,120 $ 6,659
Accrued compensation and related benefits 3,181 5,753
Income taxes payable 1,018 -
Other accrued liabilities 9,188 9,684
--------- ---------
Total current liabilities 18,507 22,096
Stockholders' equity:
Preferred stock (5,000,000 shares authorized, none issued) - -
Common stock (100,000,000 shares authorized, 32,264,119
and 32,236,380 shares issued) 16,132 16,118
Additional paid in capital 198,364 198,276
Retained earnings 48,221 42,391
Accumulated other comprehensive income 17 (17)
--------- ---------
262,734 256,768
Treasury stock, at cost (77,312 shares) (382) (382)
--------- ---------
Total stockholders' equity 262,352 256,386
--------- ---------
$ 280,859 $ 278,482
========= =========
See notes to condensed consolidated financial statements.
4
WMS INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
Three Months Ended
September 30,
----------------------
2001 2000
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,830 $ 9,463
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,976 4,063
Deferred income taxes (1,072) (1,022)
Tax benefit from exercise of stock options 16 2,395
Increase (decrease) from changes in operating assets and liabilities 8,665 (2,060)
-------- --------
Net cash provided by operating activities 19,415 12,839
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (2,674) (838)
Additions to gaming machines on participation or lease (3,059) (4,586)
Acquisitions, net of cash acquired (2,500) -
Net change in short-term investments (524) (21,200)
-------- --------
Net cash used by investing activities (8,757) (26,624)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received on exercise of common stock options 86 3,355
-------- --------
CASH FLOWS FROM DISCONTINUED OPERATIONS
Pinball and cabinet segment - (1,864)
Contract manufacturing segment - (231)
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Net cash used by discontinued operations - (2,095)
EFFECT OF EXCHANGE RATES ON CASH 34 -
-------- --------
Increase (decrease) in cash and cash equivalents 10,778 (12,525)
Cash and cash equivalents at beginning of period 14,963 19,869
-------- --------
Cash and cash equivalents at end of period $ 25,741 $ 7,344
======== ========
See notes to condensed consolidated financial statements.
5
WMS INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information, the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the quarter ended September 30, 2001
are not necessarily indicative of the results that may be expected for
the fiscal year ending June 30, 2002. For further information, refer to
the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2001.
2. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant
intercompany balances, transactions and investments have been
eliminated.
Certain prior quarter balances have been reclassified to conform to the
current quarter presentation.
3. EARNINGS PER SHARE
At September 30, 2001, the Company had 2,679,000 stock options
outstanding. The diluted earnings per share calculation for the three
months ended September 30, 2001 and 2000 is different from the basic
earnings per share calculation because the diluted calculation includes
590,000 and 679,000 shares, respectively, of potential incremental
shares of common stock from the hypothetical assumed exercise of
employee stock options under the treasury stock method.
4. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN THOUSANDS OF
DOLLARS)
Three Months Ended
September 30,
2001 2000
---- ----
Income taxes paid $783 $5,730
5. COMPREHENSIVE INCOME
Comprehensive income consists of net income and foreign currency
translation adjustments and totaled $5.9 million and $9.5 million for
the three months ended September 30, 2001 and 2000, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
As used in this quarterly report on Form 10-Q, the terms "we", "us", "our" and
"WMS" mean WMS Industries Inc., a Delaware corporation, and its subsidiaries,
unless the context indicates a different meaning, and the term "common stock"
means our common stock, $0.50 par value per share. When we refer to
"participation games" we mean arrangements by which we lease our gaming machines
to casinos or other gaming machine operators for lease payment based upon a
percentage of the net win of the gaming machines or based upon fixed daily fees.
This report contains forward-looking statements concerning our future business
conditions and the outlook for WMS based on currently available information that
involves risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward looking statements as a result of these
risks and uncertainties, including, without limitation, the financial strength
of the gaming industry, the expansion of legalized gaming into new markets and
legislative and regulatory changes in existing gaming markets, the development,
introduction and success of new games and new technologies and the ability to
maintain the scheduling of such introductions, the occurrence of software
anomalies that affect our games, our ability to qualify for and maintain gaming
licenses and approvals and other risks more fully described under "Item 1.
Business - Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2001.
SIGNIFICANT EVENTS AND TRENDS
WMS historically generates the lowest quarterly game sales volume of its fiscal
year in the quarter ending September 30. This year, the September quarter gaming
device sales were lower than normal resulting from the carryover impact of
software anomalies. In the September 2001 quarter we focused on upgrading
existing games to address these software anomalies.
The September 11 attack on America has caused increased security measures for
domestic airline flights and reduced overall levels of business and leisure
airline travel. The reduced travel has had an adverse affect on the casino and
gaming industry. With the impact of the September 11 attacks exacerbating the
economic slowdown, we believe that Nevada-based casino operators are reassessing
their capital spending and leasing plans. This reassessment may continue to
impact games sales volume and participation game revenues. We experienced
reduced game play on our participation games in September, particularly in Las
Vegas casinos, which had a small impact on our quarterly revenues and
profitability. We expect reduced game play in the near-term, particularly in Las
Vegas casinos, which may negatively impact our revenues and profitability.
We elected to delay the launch of the ninth MONOPOLY(TM) branded product, Party
Train(TM), and the HOLLYWOOD SQUARES(TM) themed game to bring both of these
products to market when casino patronage would likely return to more normal
levels in Nevada. Both games have been approved by the Nevada regulators and by
Gaming Laboratories Inc. for Native American casinos and riverboat casino
markets. We launched the MONOPOLY Party Train game in Nevada during October 2001
and expect to conduct a launch of the HOLLYWOOD SQUARES game by December 2001.
LIQUIDITY AND CAPITAL RESOURCES
We believe that cash and cash equivalents and short-term investments of $97.8
million at September 30, 2001, along with our $50.0 million bank revolving line
of credit that extends to May 1, 2002 and cash flow from operations will be
adequate to fund the anticipated level of capital expenditures, cash to be
invested in participation games, and increases in the levels of inventories and
receivables required in the operation of our business.
Cash provided by operating activities before changes in operating assets and
liabilities was $10.8 million for the first quarter of fiscal 2002, as compared
to cash provided of $14.9 million for the first quarter of fiscal 2001. The
current period's decrease relative to the comparable prior year's period was due
to lower net income and a lower tax benefit from the exercise of common stock
options in the current quarter, partially offset by greater depreciation expense
in the current quarter.
7
The changes in operating assets and liabilities resulted in $8.7 million of cash
inflow for the September 2001 quarter, compared with a cash outflow of $2.1
million during the September 2000 quarter. The cash inflow for the September
2001 quarter was primarily due to a $10.9 million decrease in accounts
receivable and receipt of an $8.0 million income tax refund, partially offset by
an $8.6 million increase in inventories, and a decrease in current liabilities
from the comparable balances at June 30, 2001. The increase in inventories is
primarily due to raw materials and finished goods for the MONOPOLY Party Train
and HOLLYWOOD SQUARES participation games whose product launches were postponed
until after September 30, 2001. The cash outflow for the September 2000 quarter
was primarily due to an increase in inventories and a decrease in accrued
compensation, offset, in part, by a decrease in accounts receivable from the
comparable balances at June 30, 2000. We have not experienced significant bad
debt expense in any of the periods represented.
Cash used by investing activities was $8.8 million for the September 2001
quarter, compared with cash used of $26.6 million for the September 2000
quarter. Cash used for the purchase of property, plant and equipment for the
September 2001 quarter was $2.7 million compared with $0.8 million for the
September 2000 quarter. This increase resulted from the continued renovation of
our Chicago facility. Cash used for additions to gaming machines on
participation or lease was $3.1 million and $4.6 million for the September 2001
and 2000 quarters, respectively. Net cash of $0.5 million was used for the
purchase of short-term investments for the September 2001 quarter, compared to
$21.2 million in the September 2000 quarter. We used $2.5 million of cash in the
September 2001 quarter for the acquisition of Bigfoot Software Research &
Development, LLC, which will be involved in the design and development of a
proprietary wide-area progressive system for us.
Cash provided by financing activities, which was from the exercise of common
stock options, was $0.1 million for the September 2001 quarter compared with
$3.4 million for the September 2000 quarter due to a decline in the number of
option exercises.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH
THREE MONTHS ENDED SEPTEMBER 30, 2000
Consolidated revenues decreased 22.6% to $46.3 million in the quarter ended
September 30, 2001 from $59.8 million in the quarter ended September 30, 2000.
Total revenue decreased $13.5 million: $19.4 million from decreased gaming
machine sales partially offset by a $5.9 million increase in participation and
lease revenue. We shipped 2,050 video and reel-type gaming devices in the
current quarter, resulting in product and parts sales of $20.9 million versus
4,559 gaming devices and $40.3 million of product and parts sales in the
comparable prior year's quarter. Gaming machine sales were lower than normal due
to the carryover impact on product sales from software anomalies that we
experienced in the June 2001 quarter. The average sales price increased slightly
from $8,287 in the prior year's quarter to $8,352 in the current year's quarter.
The increase in participation and lease revenue from $19.6 million in the
September 2000 quarter to $25.4 million in the September 2001 quarter was due to
an increase in the installed base of participation games of which we had a total
of 5,940 units installed at September 30, 2001, compared to 4,434 units
installed at September 30, 2000. The installed base increased due to increased
placements of MONOPOLY and Puzzle Pays(TM) series games. Average net win per day
for machines decreased from $45.38 in the September 2000 quarter to $40.18 in
the September 2001 quarter. This decrease primarily reflects the incremental
expansion of games and lower play levels, as well as lower daily revenues after
the September 11 attack for our participation games in Nevada and other
jurisdictions where we participate in the games' earnings. The backlog for our
participation games stood at over 500 units as of September 30, 2001, and we
expect that number to grow even further now that we are taking orders for
SURVIVOR(TM) and HOLLYWOOD SQUARES.
Consolidated gross profit in the quarter ended September 30, 2001 declined 8.7%
to $31.2 million from $34.2 million in the quarter ended September 30, 2000. The
gross margin percentage increased from 57.1% in the quarter ended September 30,
2000 to 67.4% in the quarter ended September 30, 2001. The increase in gross
margin percentage resulted from a shift in the revenue percentage mix from lower
margin machine sales to higher margin participation and lease revenues.
8
Participation and lease revenues were 55.0% of total revenues in the September
2001 quarter, compared to 32.7% in the September 2000 quarter due to the decline
in current quarter machine sales revenue. The gross profit margin on gaming
machine sales was 44.1% in the September 2001 quarter, compared to 43.5% in the
September 2000 quarter. The margin was consistent with the prior year's quarter
even though production volume was down substantially this year because we now
have all of our production lines fully reconfigured for our new manufacturing
process, and we have implemented many phases of demand flow techniques. The
gross profit margin on participation and lease revenues increased slightly from
85.1% in the September 2000 quarter to 86.6% in the September 2001.
Research and development expenses increased $1.3 million, or 37.1%, in the
current quarter to $4.9 million from $3.5 million in the September 2000 quarter
as we continued to invest in people and technologies to develop new games,
product platforms and operating systems. The increase was primarily due to
higher engineering expenditures and increased headcount, including expenditures
related to developing our wide-area progressive system and costs to adapt our
games for distribution to international markets. We anticipate these higher
staffing levels will allow us to increase the number of new games we introduce
in the future.
Selling and administrative expenses increased 5.2% from $11.8 million in the
prior year's quarter to $12.4 million in the current year's quarter. We did not
incur any costs in the September 2001 quarter related to the software anomalies
that had not previously been accrued for at June 30, 2001.
Depreciation and amortization, which includes depreciation of participation
games, increased during the current year's quarter to $6.0 million from $4.1
million in the prior year's quarter due to the increase in the average installed
base of participation games. The average installed base was 5,843 units for the
September 2001 quarter, compared to 4,049 units for the September 2000 quarter.
Operating income was $8.0 million in the current year's quarter, compared to
operating income of $14.2 million in the prior year's quarter. The financial
results of the current year's quarter reflect lower gross profits coupled with
higher research and development costs related to new products and technology
platforms, a 5.2% increase in selling and administrative expense, as well as
higher depreciation charges related to the increase in the installed base of
participation games.
The provision for income taxes on continuing operations decreased to $3.4
million in the current year's quarter from $5.8 million in the prior year's
quarter. The decrease was due to lower pre-tax income in the current year's
quarter. The effective tax rate was 37.0% in the September 2001 quarter,
compared to 38.0% in the September 2000 quarter. This lower effective rate
reflects the beneficial tax treatment of foreign sourced income and dividend
investment income, and higher tax credits in the current quarter.
Net income was $5.8 million, or $0.18 per diluted share, for the current year's
quarter compared to net income of $9.5 million, or $0.30 per diluted share, for
the prior year's quarter.
MONOPOLY(TM) is a trademark of Hasbro, Inc.(TM) & (C) 2001 Hasbro, Inc. Used
with permission. All rights reserved.
HOLLYWOOD SQUARES(TM) is a registered trademark of King World Productions, Inc.
Used under license from CBS Consumer Products. All rights reserved.
SURVIVOR(TM) is a registered trademark of Survivor Productions LLC. Used under
license from CBS Consumer Products. All rights reserved.
Puzzle Pays(TM) and Party Train(TM) are trademarks of WMS Gaming Inc.(C) 2001
WMS Gaming Inc. All rights reserved.
9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(a) Amended and Restated Certificate of Incorporation of WMS dated February
17, 1987; Certificate of Amendment dated January 28, 1993; and
Certificate of Correction dated May 4, 1994, incorporated by reference
to Exhibit 3(a) to our Annual Report on Form 10-K for the quarter ended
June 30, 1994.
3(b) Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of WMS, as filed with the Secretary of the State of
Delaware on February 25, 1998, incorporated by reference to Exhibit
3(a) to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998.
3(c) Form of Certificate of Designations of Series A Preferred Stock,
incorporated by reference to Exhibit A to the Rights Agreement dated as
of March 5, 1998 between us and The Bank of New York, as Rights Agent,
filed as Exhibit 1 to our Registration Statement on Form 8-A (File No.
1-8300) filed March 25, 1998.
3(d) By-Laws of WMS, as amended and restated through June 26, 1996,
incorporated by reference to Exhibit 3(b) to our Annual Report on Form
10-K for the quarter ended June 30, 1996.
(b) Reports on Form 8-K.
None
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WMS INDUSTRIES INC.
Dated: November 14, 2001 By: /s/ Scott D. Schweinfurth
Scott D. Schweinfurth
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
11