Exhibit 99.2

PRESENTATION

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the WMS
Industries Third Quarter Results Conference Call.

[OPERATOR INSTRUCTIONS.]

I would now like to turn the conference over to Mr. Brian Gamache, President and
CEO of WMS Industries. Please go ahead, sir.

Brian Gamache  - WMS Industries - President and CEO

Thanks, Dwayne. Welcome to WMS' fiscal 2005 third quarter conference call. Scott
Schweinfurth, our Chief Financial Officer, Orrin Edidin, our Chief Operating
Officer, and Kathleen McJohn, our General Counsel are with me on today's call.
This afternoon we'll provide an update on our improved operating results for the
March quarter, which reflect the ongoing high level of customer acceptance for
our new products and game themes coupled with the initial benefits from the
operational improvement plan that we discussed on our last call. We'll also
review the status of new product development and our continuing initiatives to
further establish WMS as the number two provider of slot machines in North
America. We'll provide some perspective on the revenue guidance for the fourth
quarter and fiscal 2005 and the revenue guidance range for fiscal 2006, which we
initiated in today's press release. At the end of the call, we'll take questions
from investors and analysts. Before we start, Kathleen will review our safe
harbor language.

Kathleen McJohn  - WMS Industries - General Counsel

Thank you, Brian. I need to remind everyone that today's call and simultaneous
webcast contain forward-looking statements concerning future business conditions
and the outlook for the Company based on currently available information that
involves risks and uncertainties. The Company's actual results could differ
materially from those anticipated in the forward-looking statements depending on
the factors described under "Item 1. Business - Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended June 30, 2004, and in our more
recent reports filed with the SEC. The forward-looking statements made on this
call, the web cast, the archived version of the web cast, and any transcript of
this call are only made as of this date.

I'll now turn the call back over to Brian.

Brian Gamache  - WMS Industries - President and CEO

Thanks, Kathleen. The past three months were a very active and productive period
for WMS as we achieved record quarterly revenues, quickly realized benefits from
our operational improvement plan which translated into a higher operating
margin, entered into an expanded, long-term relationship with our Russian
distributor, licensed the WORLD SERIES OF POKER(TM) brand from Harrah's, entered
into a technology partnership with a leading Japanese company, continued to
build our gaming operations business through new placements and higher average
revenues per day and royalties from licensees, and made further progress towards
our long-term plan to grow our market share by serving all segments of the
casino slot floor.



Today WMS reported earnings per share for the March 2005 quarter of $0.21, which
is over a 10-fold increase over the $0.02 per share earned in the March 2004
quarter and, as importantly, a $0.09, or 75%, sequential improvement from the
December 2004 quarterly results. On our last conference call, we candidly
expressed our disappointment at the slower ramp up in operating margins compared
to the revenue growth we were experiencing and described the steps that we were
taking to improve our bottom line results. I think it's evident from our March
quarter results that our rapid response to this situation has been successful to
date and that tremendous leverage exists in our business model. Revenues grew by
$13.7 million, or 15%, over the December 2004 quarter, which is a significant
improvement in one quarter, and the improvement is even more noteworthy when
compared to WMS' revenues just four quarters ago.

Equally significant was the fact that research and development and selling and
administrative expenses in aggregate, exclusive of separation costs, remained
essentially unchanged from the December 2004 quarter, and our operating margin,
exclusive of separation costs doubled. Research and development costs were 12%
of revenue, down from 14% in the December 2004 quarter, and selling and
administrative expenses were 19% of revenue, down from 21% in the December 2004
quarter.

In earlier periods we established a track record for delivering great games and
strong top line growth, so it is gratifying to see the progress we made this
quarter to operate more efficiently through a comprehensive, company-wide
approach intended to drive long-term value for our shareholders. Let me assure
you that we remain vigilant in this approach and I expect we will continue to
demonstrate improvements in driving margins and operating efficiencies both in
the near and long-term.

The cost savings and efficiency initiatives we put in place before and during
the March 2005 quarter moved the Company from a re-emergence mentality to a
Company focused on best practices in order management and reducing time to
market. We made improvements in sourcing and supply management, in inventory and
warehouse management, and effected changes to our manufacturing processes. Our
internal reporting for manufacturing now includes daily and, for certain
activity, hourly reporting on key metrics, and management is using these tools
to optimize the manufacturing process, delivery times and sourcing strategies.
Our new sales operations group worked effectively to ensure we produced the
quarterly output ratably throughout the quarter, thereby eliminating the
quarter-end compression that elevated costs in the past. The changes we made
within the manufacturing organization structure and the revised processes we
implemented helped increase operational efficiencies. We still have more to
accomplish, with further operating efficiency improvements expected against our
goal to level load the shipment of new gaming devices each quarter. We also have
ongoing manufacturing initiatives, such as enhanced strategic sourcing and
supplier management, value engineering the product and designing the product for
both ease of manufacturability and installation, that we expect will help
improve gross margins in future quarters.


Payroll related expenses are the single largest cost category in research and
development and selling and administrative areas. To address these costs, in
mid-February we implemented a work-force reduction across all departments that
eliminated about 10% of our non-union work-force and open positions. We also
reduced, almost entirely, our reliance on temporary workers. More recently, we
realigned and streamlined responsibilities and consolidated several duplicate
functions within product development and engineering. As a result of our
broad-based initiatives, we believe we have reduced annualized operating costs
by more than $6.0 million. We also expect to achieve additional cost
efficiencies from our recent realignment of product development and engineering
beginning later this quarter. The improvement in our operating results reflects
management's unwavering commitment and capability to build WMS into an industry
leader.

At the same time, don't be misled to believe that we would be satisfied by
saving our way to prosperity. Our main focus is on producing superior content
and top and bottom line growth. The combination of our success in driving top
line growth combined with our efforts and progress to improve operating
efficiencies and reduce costs is why I am excited about the leverage and
profitability we expect to achieve in the future.

Let me turn the call over to Scott to review a few of the financial results.

Scott Schweinfurth  - WMS Industries - CFO

Thanks Brian. This afternoon WMS reported net income of $0.21 per diluted share
for the March 2005 quarter compared to net income of $0.02 per diluted share in
the March 2004 quarter. Our diluted earnings per share for the March 2005
quarter reflect pre-tax charges of $1.0 million, $700,000 after-tax or $0.02 per
share, for separation costs related to a reduction in work-force, partially
offset by $600,000 pre-tax, $400,000 after-tax or $0.01 per share, of Other
Income related to licensing certain intellectual property of a discontinued
business. Of the $1.0 million of pre-tax separation costs, $200,000 was recorded
in cost of product sales, $300,000 was in research and development expense and
$500,000 was in selling and administrative expense.

Once again in the March 2005 quarter we experienced high demand for our products
and we were at the high end or exceeded all of our revenue guidance: Total
revenues of $107.7 million were $4.7 million above the high end of our guidance;
new unit sales of 6,501 were 500 units in excess of our guidance and the average
selling price continued to grow to $10,204. Our quarter-end installed base of
participation gaming devices grew by 962 units from December 31, 2004, or 19%,
to 5,983 units. As a result of the rapid growth in the installed base of
participation games and the accelerated replacement of legacy participation
games with new Bluebird(R) gaming devices, our depreciation and amortization
expense increased to $10.9 million in the March 2005 quarter. As Brian
mentioned, in aggregate, our research and development and selling and
administrative expenses, exclusive of $0.8 million of separation costs, remained
unchanged from the December 2004 quarter so as a percentage of revenues such
expenses continued to decline.



Turning back to revenue, we experienced a $43.9 million, or 69%, increase from
the prior year quarter to $107.7 million, reflecting year-over-year increases of
$33.9 million in product sales revenues and an increase of $10.0 million in
gaming operations revenues. Our new unit shipments were 66% above new unit
shipments in the prior quarter, consisting of 6,200 Bluebird units, 257 hybrid
units and 44 legacy units. For the nine months ended March 31, 2005, we have
shipped over 16,500 new units, as well as an additional 1,750 OEM units.
Notably, our unit shipments for the first nine months of fiscal 2005 already
exceed the total new units we shipped for all of fiscal 2004 by 30%. Our average
selling price increased $1,410, or 16%, over the prior year quarter, and
increased $266 from the December 2004 quarter. We realized the initial benefit
of the 9% increase in the list price of Bluebird video gaming devices that went
into effect January 1, 2005, although international unit sales did not reflect
this price increase which somewhat offset the benefit. Non-North American new
unit sales represented 35% of total unit sales in the March 2005 quarter.

We shipped 1,910 conversion kits in the March 2005 quarter of which 1,696 were
CPU-NXT (TM) upgrade kits. We now have over 30 video and over 20 mechanical reel
for sale games approved in most jurisdictions and would expect that our game
conversion revenues will be at higher levels on a year-over-year basis for the
coming quarters. Parts, used games, conversions and OEM revenues in total
increased by $2.1 million to $10.2 million reflecting higher conversion kit
sales, partially offset by a decrease in OEM revenues, as we did not sell any
OEM units in the March 2005 quarter compared to 1,000 OEM units in the March
2004 quarter.

The continuing improvement in our product sales business reflects industry wide
acceptance of WMS' new and expanded product lines, and the concurrent expansion
of our gaming operations business that will support our goals for long-term
financial growth. WMS reported meaningful increases from the December 2004
quarter in both quarter-end installed base and average installed base of our
participation business. Our installed base at March 31, 2005 increased to 5,983
units, or by 19% from December 31, 2004, and the average installed base
increased by 616 units, or 13%, to 5,328 units from 4,712 units in the December
2004 quarter. In the nine months since June 30, 2004, our installed base of
participation games increased by almost 1,750 units, or 41%. We believe this
clearly demonstrates the popularity and superior performance of WMS games and
our success in re-capturing market share in this segment of the casino floor.

The average revenue per day also continues to increase, as reflected in the 26%
increase over the prior year quarter to $47.90. In late January, we launched two
Clint Eastwood video wide-area progressive jackpot games in Nevada and for the
Native American link. Our wide-area progressive games currently represent about
10% of the installed base and the higher average revenue per day associated with
this new product line and revenue source is improving our overall average
revenue per day. The average revenue per day also continues to reflect the
improved performance of our non-linked games on CPU-NXT, driven primarily by the
MEN IN BLACK(TM) and MONOPOLY(TM) games.

The success of our new games is accelerating the transition of the installed
base from legacy cabinets to new games in Bluebird cabinets as we installed
approximately 1,500 new participation games in Bluebird cabinets in the March
2005 quarter. At March 31, 2005, approximately 59% of our participation
installed base is in the Bluebird cabinet and around 2,450 remain in legacy
cabinets. Our investment in new Bluebird machines for gaming operations has
increased at a higher rate than initially projected, which is a good issue to
have.


Our quarterly gross profit, reflecting $1.6 million of inventory reserves and
$0.2 million of separation charges, increased by $19.7 million, or 57%, to $54.3
million. The gross margin on product sales revenues, reflecting these charges,
was 39% for the quarter ended March 2005 compared to 42% for the quarter ended
March 2004 quarter. During the quarter, the Company wrote down legacy products
to net realizable value that in aggregate totaled $1.6 million and incurred
separation costs of $0.2 million that impacted product sales gross margin. We
continue to expect that in fiscal 2006, the gross margin on Bluebird gaming
devices will approach the mid-40% range, as we attain the benefits from our
strategic sourcing and value engineering initiatives, and continue to achieve
the benefits from leveling the production schedule throughout the quarter.
Additionally, the recently implemented price increases and product enhancements
are also expected to support margin growth.

The gross profit margin on gaming operations were 78% and 79% in the March 2005
and March 2004 quarters respectively, reflecting the lower margin derived from
our wide-area progressive games and higher royalties payable to licensors,
partially offset by higher royalties we received from licensees. In addition,
the number of jackpot payouts on our WAP links impacted the margin as 9 jackpots
were awarded in the March 2005 quarter.

Operating income, after the $1.0 million of separation charges, grew to $9.9
million compared to $1.2 million in the prior year quarter as we generated an
increase of $19.7 million in gross profit, partially offset by an increase of
$1.0 million in research and development costs, $5.8 million in higher selling
and administrative expense and $4.2 million in higher depreciation and
amortization expense.

For the March 2005 quarter, research and development costs, including the $0.3
million of separation costs, increased from the prior year quarter by $1.0
million to $12.9 million but these costs decreased $0.6 million from the
December 2004 quarter. The year over year increase is due to separation costs,
higher regulatory approval costs for a greater number of new game themes and
hiring to fully staff our international game development studios and for the
long-term portion of the technology improvement plan.

Reflecting the $0.5 million of separation costs, we experienced a $5.8 million
increase in selling and administrative costs in the March 2005 quarter compared
to the prior year quarter, although such costs increased only $1.3 million from
the December 2004 quarter. These cost increases when compared to the prior year
quarter resulted from separation costs, net additional headcount, higher
commissions based on substantially higher revenues and higher equity
compensation costs.

Depreciation and amortization expense increased by $4.2 million in the March
2005 quarter, as the level of investment in gaming devices for gaming operations
rose with the installation of approximately 1,500 new Bluebird gaming devices
during the March quarter and year-to-date total investment in new participation
gaming devices rose to $44.0 million. We believe our investments in this area
will remain high as we address market demand for new participation games in our
new Bluebird cabinet. We also expect that depreciation and amortization will
continue to grow in the current quarter over the March 2005 quarter results.



We incurred interest and issuance cost amortization expense of $1.0 million in
the March 2005 quarter related to our 2.75% Convertible Notes. Offsetting this,
we recorded $0.6 million of pre-tax income related to the licensing of certain
intellectual property of discontinued business. We also recorded income tax
expense of $2.8 million to reflect our revised estimated effective tax rate for
the fiscal year of 30%. We expect our effective tax rate in the future will
approach the mid-thirties. On a diluted EPS, let me remind you that in any
period when we earn more than $0.10 per share, as we did in the March 2005
period, the "if converted" method of calculating earnings per share results in
the 5.8 million shares underlying our convertible subordinated notes being
included in the diluted share count and net income is adjusted to add back the
$0.6 million per quarter for the after-tax impact of interest expense and
deferred financing costs.

At March 31, 2005, cash and short-term investments totaled $42.3 million,
including $2.7 million of restricted cash for progressive jackpots. The $29.5
million decrease in cash and short-term investments at March 31, 2005 from
December 31, 2004 was due to: (a) $19.7 million of capital expenditures for
gaming operations machines, which immediately generate revenue; (b) $2.8 million
of capital expenditures for property, plant and equipment; (c) $32.9 million of
net increases in working capital investment, inclusive of a $1.6 million
increase in restricted cash for wide area progressive jackpots and (d) $0.7
million of effects of exchange rates on cash, all this partially offset by $7.2
million of net income, $10.9 million of depreciation expense, our deferred tax
provision of $2.8 million, non-cash expenses of $1.5 million, and finally, $2.6
million related to option exercises in the period. We had an increase of $20.8
million in receivables due to higher revenue and because of the high unit
shipment volume in the month of March. We also had a $5.5 million increase in
total inventory. Raw materials increased by $8.5 million as we prepare for
higher production volumes for both product sales and gaming operations in the
June quarter and beyond and finished goods decreased by $3.0 million. Our cash
used by operating activities totaled $9.7 million for the March 2005 quarter.

At March 31, 2005, we had $115 million of convertible subordinated debt
outstanding and our book value per outstanding share was $8.65. Finally, our
ratio of current assets to current liabilities was 5.1 to 1.

Let me turn to guidance for the balance of fiscal 2005. We have narrowed the
range of our revenue guidance to $385 to $392 million for fiscal 2005. We expect
that new unit sales for fiscal 2005 will now be between 23,000 and 23,300 units
- - which is 1,000 units higher than the low end of the range of our previous
guidance, and we project an average selling price above $10,000. Our current
open orders for new Bluebird units and CPU-NXT conversion kits aggregate over
9,000 units.

We also base our revenue expectations on the high number of open orders for new
participation games and conversions of existing participation games, which
currently totals over 2,200 units even after our installed base has grown by
almost 1,750 units from June 30, 2004 through March 31, 2005. We expect to end
fiscal 2005 with an installed base of participation games ranging from 6,600 to
6,800 gaming devices including our wide area progressive games, an increase of
400 units from the low end and 300 units at the high end of the range of our
prior guidance. We now expect our average revenue per day for fiscal 2005 to
range from $46 to $47, and for the June quarter $48 to $50.



The fiscal 2005 guidance reflects June 2005 quarter expectations of total
revenues ranging between $108 to $115 million, with sales of new gaming devices
ranging between 6,500 and 6,800 units at an average selling price above that
attained in the March 2005 quarter. A continuing higher level of depreciation
and amortization expense will partially offset increased gross profit and we
expect that in aggregate research and development and selling and administrative
expense will grow modestly.

Let me turn the call over to Orrin for a discussion about our new products.

Orrin Edidin  - WMS Industries - COO

Thanks Scott. I want to update everyone on the status of the exciting new game
concepts that we displayed at the G2E show in October. Let me start by stating
that we featured 63 new game themes at G2E across all of our product lines. To
date, 43 of these new themes have received regulatory approval and we still
expect that by G2E 2005 the remaining themes will receive their first approvals
as well.

Turning to specific game themes, as Scott indicated, our new Clint Eastwood
games have proven to be an instant success with casino patrons and the first two
A FISTFUL OF DOLLARS(TM) jackpots were paid to lucky winners in late March and
mid-April. This game is currently available in Nevada and on the Native American
wide-area progressive link. We are also extending the success of this brand
through the introduction of a non-linked version of the games in jurisdictions
where we do not operate a WAP system. Our over 400 open orders for the WAP and
non-linked versions of these games highlights the star power of Mr. Eastwood, as
well as the skill of our game designers in translating his image and persona
into an entertaining game.

Our first video wide-area progressive penny game for the MONOPOLY(TM) Money(TM)
WAP jackpot, with an additional local area progressive jackpot, has now been
approved by the Nevada and GLI gaming laboratories and we just began installing
these games in casinos. Pre-install demand for the product has been very good
with almost 300 units on open order and we expect most of these installations
will represent a net expansion of our installed base. The product has two themes
titled Own It All(TM) and All in the Cards(TM), and features a new character,
MRS. MONOPOLY(TM), who hosts the local area progressive round of play. We
continue to make progress in the development of our Jackpot Party(R) progressive
product, where bonus rounds among a bank of linked games are broadcast via a
large overhead plasma screen. These games feature multi-level, local area
progressive jackpots as well. We intend to submit this unique concept to the
gaming laboratories later this quarter with expected approval in the September
2005 quarter.

We also are rolling out several participation game conversions for our MONOPOLY,
HOLLYWOOD SQUARES(TM) and MEN IN BLACK non-linked participation series. For
MONOPOLY, our next new game theme, Corner The Market(TM), will launch later this
quarter. We will launch Premier Night(TM) this quarter, which is the first
HOLLYWOOD SQUARES game for the Bluebird platform. And following on the highly
successful launch of the first MEN IN BLACK game theme, we recently launched the
sequel, titled Riches of the Universe(TM). We continue to design creative new
games for these important series as they represent a significant portion of our
installed base.


In January, the Mississippi Gaming Commission approved our MONOPOLY Money
wide-area progressive system and we have now installed additional games beyond
those that were part of the field trial of the system. We have approval to
launch the Clint Eastwood link in Mississippi in the coming weeks. In late March
we received regulatory approval for a 90 day limited rollout of our MONOPOLY
Money wide-area progressive system in New Jersey. We expect unlimited regulatory
approval later this summer. Since inception in May of 2004, 16 lucky players of
our MONOPOLY Money progressive link in Mississippi, Nevada and tribal casinos
and two lucky patrons of our Clint Eastwood link in tribal casinos have already
hit progressive jackpots totaling over $2.9 million. We have a variety of new
wide-area and local area progressive products coming on line over the next
twelve months which should further expand our market share in this segment of
casino floors and, of course, increase our profitability.

I also want to provide an update on our mechanical reel product line. We've now
received approval for three of the four initial series of bonusing features for
this new product line: Can't Lose(R), Scroll Top(TM) and the Ring series. We
expect first approvals of the fourth series - Color Dotmation(TM) - in the June
quarter. We have over 20 mechanical reel titles approved in most jurisdictions,
thus providing our customers with a large library of entertaining content from
which to choose. In the March quarter, our second quarter of placing these
products, we sold over 500 mechanical reel games, which suggests that we are
gaining traction with this still new product line. Our mechanical reel forecasts
remain modest even as we begin rolling this product line out to international
jurisdictions.

Let me now return the call back to Brian for further commentary.

Brian Gamache  - WMS Industries - President and CEO

Thanks Orrin.

Pursuant to our ongoing focus on capital allocation, we continued investing in
future content and positioning WMS to drive industry innovation through the
licensing of important intellectual property rights. These investments include
new high profile, high impact brand names, such as WORLD SERIES OF POKER. We are
very pleased to be working with Harrah's in developing great games using the
WORLD SERIES OF POKER brand and we believe that our game designers will harness
all of the excitement of this brand into games that resonate extremely well with
both video poker and multi-line video slot players. We expect approval later
this summer for our first video poker games based on this license. Our
previously disclosed cross license agreement with Aruze demonstrates that two
innovative organizations working together can bring an exciting new technology
to market. We will use the unique display technology for our mechanical reel
slot games and expect to first commercialize this technology by mid-fiscal 2007.



I want to update you on several specific operational goals we had previously
discussed. As previously stated, we expect to achieve 20% ship share for new
units shipped in North America each quarter by mid-fiscal 2006 and, in the March
2005 quarter, we greatly advanced our efforts to achieve this goal. On gaming
operations, we have rapidly increased our footprint as evidenced by the addition
of almost 1,750 games, or an increase of 41%, in the nine months ended since the
end of fiscal 2004 and a 19% increase in the three months ended March 31, 2005.
And, with average revenue per day at $47.90 resulting from the popularity and
positive earnings performance of our new games, we believe our partners and
investors appreciate the high quality of game play we are delivering. This is
also reflected by the fact that our open orders for participation games
continues to be among the highest levels in the history of our company even
after the dramatic growth we have achieved in the installed base. And with our
new POWERBALL(TM) and Jackpot Party progressive products launching in fiscal
2006, we expect open orders to remain at a high level.

I also spoke of expanding our international business and clearly, with our new
arrangements with our Russian distributor, Unicum, that we announced earlier
this year, we are making great headway toward our goal of one-third of our
product sales business being derived from our international operations and, as
Scott stated, in the March 2005 quarter, 35% of our new products were outside of
North America. And lastly, with a continuing demand for our product following
the 9% increase in list price for our video gaming devices and the 25% increase
in the game conversion list price that we implemented in January due to the
acceptance of our content, we believe there is further leverage in our pricing
in the future.

In conclusion, our March quarter demonstrates that we are results driven and
capable of making tangible progress towards improving our bottom line. We
demonstrated that we can leverage our product popularity and revenue growth into
enhanced operating performance and we expect the cost savings and efficiency
initiatives we have and will continue to implement will build our operating
margins in the future. Our products continue to achieve a high level of
acceptance and our open orders for both products sales and gaming operations
provide visibility that should extend our revenue momentum. We are clearly
focused on dramatically growing our market share and we are on target to become
North America's second largest provider of gaming devices.

Our confidence to achieve that goal is evidenced by the fiscal 2006 revenue
guidance that we initiated today of $465 to $490 million, which reflects about
20% to 25% revenue growth over our current forecast of fiscal 2005 anticipated
revenues. We will share more metrics and visibility on this growth on our next
quarter conference call. Operator, we will now take questions.

QUESTION AND ANSWER

Operator

 Thank you.

[OPERATOR INSTRUCTIONS.]



Harry Curtis at JP Morgan.

Harry Curtis  - JP Morgan - Analyst

Scott, you mentioned gross margins on the product sales in fiscal '06
increasing to the mid-40s. In the last quarter, if I'm right, you were sort of
at the 39.5 range. And I'm just wondering, is this really going to be top-line
driven, and can you get a little more specific on some of the costs of product
sales that could, on an absolute basis, come down? A little more color on that
would be helpful.

Brian Gamache  - WMS Industries - President and CEO

Harry, let me jump in, if I may. There really is -- there are four components
to our journey to margin improvement, right? You have the average selling price,
the mix of business, the cost of raw materials, and the overall production
costs. The key for us to get to the mid-40s margin is to get all four of those
areas in synch simultaneously. We are confident that, based on the leverage we
have in each of those areas, we should show some improvement in significant
portions in the next several quarters. So, I believe that getting these in
alignment is critical for us to show mid-40s type results. We are still highly
confident that we're going to get there. It's probably coming a little slower
than we had hoped, but we are confident, based on the visibility we have and in
the average selling price, the mix of business, the cost of raw materials, and
our production, that we are making progress there.

Scott, do you want to cover that?

Scott Schweinfurth  - WMS Industries - CFO

Brian, I would agree. This, indeed, is a journey. It doesn't all happen at once.
I think the best thing that occurred this last quarter was the level loading of
the production activity ratably throughout the quarter, and that was a result of
our newly placed sales operations group priming the pump for the manufacturing
groups so that they could schedule parts procurement and production ratably, and
dramatically reduce the overtime and pretty much eliminated the temporary labor
costs that we were incurring in prior quarters. So, we made a good first attempt
at that.

Some of these other initiatives are -- will take a little bit longer to achieve.
The strategic sourcing initiative, there's different components of that that
we're looking at, some of which are further along in the process, others of
which will take a little bit further to develop. We have a fairly good track
record with our legacy product of engineering out costs of the product over its
lifetime, and we've begun that initiative, and believe that we'll have the same
level of success with our Bluebird product as we did with the legacy product.

Brian Gamache  - WMS Industries - President and CEO

And now, with the visibility we have on our units, we will be able to purchase
more effectively and, as Scott said, the strategic sourcing has the critical
component of those four areas.


Harry Curtis  - JP Morgan - Analyst

Just a couple other quick questions. in your guidance for 2006, does it assume
roughly 25,000 unit sales?

Brian Gamache  - WMS Industries - President and CEO

We didn't give that guidance. We will give metric guidance on our next
conference call, Harry. We are in the final throes of producing our fiscal 2006
budget that we present to our Board in early June, and on our fourth quarter
call, we'll be happy to give more metrics and color to that.

Harry Curtis  - JP Morgan - Analyst

And then, lastly, Scott, you marched through some of the extraordinary charges
in the quarter. Can you give us a sense of where those are on a line item basis?

Scott Schweinfurth  - WMS Industries - CFO

Yes. In terms of the separation charge, in the aggregate, it was $1 million,
and, of that, $200,000 was in the cost of product sales, $300,000 of it was in
research and development, and $500,000 of it was in selling and administrative
expense. And then, for the income that we had from licensing the intellectual
property, that was $600,000, and that's on the Other income line, so that's
below operating income, the interest and other income expense net line.

Operator

Aimee Marcel of Jeffries & Company.

Aimee Marcel  - Jeffries & Company - Analyst

I was actually curious about any new investment in your system-based games, or
downloadable games, if you think that's the future of where the slot machine
industry is going?

Brian Gamache  - WMS Industries - President and CEO

We absolutely believe that's where the future of this industry is going, Aimee.
In fact, we've been very active over the past three years in preparing for this
next frontier. We've developed and acquired a very powerful arsenal of
intellectual property that will allow us to have a prominent seat at that next
table. As we previously stated, CPU-NXT was designed to be compatible with
system-based gaming. Our focus primarily is directed at the player's experience
going forward, enhancing the overall game play, which we think is a little bit
unique perspective from what our competitors are doing. So, we think that
system-based gaming really plays to the core strengths of WMS and our ability to
produce value-added content. So, we're very excited about system-based gaming,
and we'll be very well prepared when it arrives.



Aimee Marcel  - Jeffries & Company - Analyst

I actually was a little bit confused. Do you think that SG&A and R&D is going
to be going up? Yet you didn't really fully realize the quarter of layoffs,
because you did it in February. Do you think -- what's the reason for SG&A and
R&D going up?

Scott Schweinfurth  - WMS Industries - CFO

Well, our revenues in this quarter did go up by almost $14 million, and we had,
backing out the separation charges, we had hardly an increase. And as you can
tell from our guidance, we're anticipating that those revenues are going to
continue to grow nicely during the fourth quarter. And there is some variable
component of the R&D and selling and admin. costs that we are going to have to
incur as these costs go up. Now, when I say that, as we've said in the prepared
remarks, we are incredibly vigilant on insuring that we're only spending what
needs to be spent, and we've gone through a variety of reorganization efforts
and a thorough look at what the company does to make sure that we're doing
things as efficiently and effectively as possible.

Brian Gamache  - WMS Industries - President and CEO

Said differently, Aimee, I believe that the cost saving initiatives we've
initiated in the last several months really have focused the company on being
built for speed, not for re-emergence. And when you look at the reduction of R&D
from 14% to 12% of sales, and SG&A from 21% to 19%, it shows that we're heading
in the right direction. And I've said all along that we have built an
infrastructure here to support a much larger company than what we've been, and I
think that, in the long run, the margin -- the percentage of expenses related to
sales will certainly equal out and make a lot of sense for the investors.

Operator

Bill Lerner at Prudential.

Bill Lerner  - Prudential - Analyst

Couple of questions I think WAP-related in general. One is can you give us a
sense of what yields were on your WAPs, obviously relative to the high $40
number for the total installed base of participation games? And I have a follow
up there.

Scott Schweinfurth  - WMS Industries - CFO

Yes. The WAP revenue per day is about double that average, actually a little
above double that average, and that's consistent with what you would see sort of
in the marketplace. The WAP games have a much higher revenue per day number to
them, but, associated with that, then, in coming down to gross profit, you also
have to be funding the ever-increasing jackpot expense. But because you're
starting at such a higher revenue dollar, the gross profit dollar contribution
from those games is higher than the non-linked games.


Bill Lerner  - Prudential - Analyst

Right. Yes, I mean, that kind of leads me to the next question, because you
guys -- I think 10% of your installed base participation games are WAP right
now. I think 18% of your open participation orders are WAP. If you take a look
by comparison, I think 60, 65% of IGTs participation base is WAP, with a $90
yield versus your $50 guidance. So, I think what I'm getting at, it feels like
your yield guidance, which is a huge lever, is extremely conservative. I'd love
to get a little bit of color in that respect.

Brian Gamache  - WMS Industries - President and CEO

You're absolutely right, Bill. That's one of the growth factors and vehicles
that we're counting on. The leverage on our win per day unit is really a
function of how many WAPs that get placed and how quickly. And so, we've got
very, very big plans for our win per day in the next several quarters because --
particularly the Monopoly penny WAP that we just -- that Orrin spoke to, and our
Jackpot Party progressive and Powerball really are a very solid lineup coming
out, and we think our WAP footprint is going to grow demonstrably over the next
two to three quarters, and will have a dramatic effect on our bottom line.

Bill Lerner  - Prudential - Analyst

The last one is just on -- in terms of backlog, clearly it's a significant
number. How much visibility in terms of time do you have, I mean, just to get a
sense of a level of comfort going forward, and it's a big number of open orders?

Scott Schweinfurth  - WMS Industries - CFO

Well, we're at 9,000 -- over 9,000 for the for-sale games, and over 2,200 for
the participation games. And the 9,000 is obviously greater than our guidance
for Q4 because some of that backlog represents corporate agreements with the
large multi-national casino customers that cover a period of time that extends
several quarters. And it's great having the visibility that we do with the level
of open orders that we do, and I would tell you that this is a bit different
than back in those good old days in 2000 and 2001 of having this much visibility
to sort of what the future holds. And that number moves sort of each and every
day as we ship games and conversion kits and write orders for new games, and I
think the fact that it's remained sort of in the 9,000 to 10,000 range over the
last couple of quarters demonstrates that there continues to be good demand for
all of our product lines.

Brian Gamache  - WMS Industries - President and CEO

Bill, I believe that the answer -- I think where your question was heading, I
believe that we are currently in the fifth and sixth inning of replacing our
legacy footprint, and we've made tremendous inroads in replacing that legacy
50,000 unit footprint, and I believe that the 9,000 backlog unit number that we
discussed really is meant to be installed in the next -- up to next two to three
quarters. So, our backlog continues to build, as Scott said. We're at Southern
Gaming this week, and we would expect to see a nice spike in our business after
that trade show, and it continues to build momentum.


Operator

Joe Fath  at T. Rowe Price.

Joe Fath  - T. Rowe Price - Analyst

Quick question. This relates to what Harry had asked, a little more detail in
terms of the product sales GMs. Kind of looking at this, if I strip out the
inventory reserves, as well as the separation costs, it looks like the gross
margin's kind of a normalized basis for this level of revenues is really more
like 41.7% for the quarter. Is that fair to look at it that way or not, or is
the inventory cost that you have, is there something we're going to see going
forward sequentially?

Brian Gamache  - WMS Industries - President and CEO

Joe, one of the inventory issues that we're dealing with is our customers today
have more specified requirements than ever before, and we have to carry a larger
inventory to handle their needs and wants and desires. So I would believe that
the inventory deal, given the fact that we're dealing with Legacy footprint and
so forth, is not a one-time charge like some of our competitors couch it as. I
believe that the inventory factor is going to be not a quarterly event, but
certainly something we look at on a regular basis.

Scott Schweinfurth  - WMS Industries - CFO

It's just the normal part of making sure that you've got your product properly
valued on your books, and we are going through a transition from our Legacy
platform to the new Bluebird platform, and felt, looking at the reserves that we
have against the Legacy inventory, that we needed to beef those up a bit at the
end of the quarter to properly value that inventory.

Brian Gamache  - WMS Industries - President and CEO

But of the four items we talked about with Harry, Joe, the mix of business and
the cost of raw materials are the areas that have the greatest potential upside
for margin improvement, and we believe in Q4 and Q1, the visibility we have,
those will be addressed significantly in those time frames.

Operator

[OPERATOR INSTRUCTIONS.]



Steve Wieczynski from Legg Mason.

Steve Wieczynski  - Legg Mason - Analyst

One question about the international sales. You said 35% came from outside
North America. Was most of that Russia? And if not, where did you guys have good
penetration? And were the prices you achieved there about the same as North
America?

Brian Gamache  - WMS Industries - President and CEO

I would tell you, for competitive reasons, Steve, we don't break out where
we're having success. I think you understand that. And as far as the pricing
element goes, there is a slight reduction from the U.S. base pricing, but not
significant.

Operator

David Vas with Bank of America Securities.

David Vas  - Bank of America Securities - Analyst

I just want to be clear. When you're saying that the backlog is 9,000 units, it
seems like, in prior quarters, you've referred to the backlog of new units. Is
this 9,000 including conversions, or is that simply new units?

Scott Schweinfurth  - WMS Industries - CFO

Well, yes, it's both, and it's the same number that we've disclosed in the
past. We've always had both CPU-NXT upgrade kits and new units as part of that
backlog.

Brian Gamache  - WMS Industries - President and CEO

But now it's proportionately -- the longer the product is in the field, the
more tilted it is toward the Bluebird units as opposed to the refreshes.

Scott Schweinfurth  - WMS Industries - CFO

I think you'll recall, when we started out, we thought it was going to be about
a 50/50 mix, and it turns out it's more like three-quarters new units and
one-quarter conversion kits.

David Vas  - Bank of America Securities - Analyst

OK. Well, compared to last quarter where you were talking 7,800 new units, is
that roughly the same at this point?

Scott Schweinfurth  - WMS Industries - CFO

Yes.



David Vas  - Bank of America Securities - Analyst

Second thing, when talking about how operationally you've managed to smooth
things out throughout the quarter, yet, on this call, you've also said that you
had a fair amount of units that went out in the March quarter, and the DSOs seem
to increase sequentially. I'm wondering if there's anything to think about
there.

Brian Gamache  - WMS Industries - President and CEO

We focus primarily -- it's a very good question -- we focused primarily on the
first two months of the quarter of getting our install base built up, and we had
such tremendous demand, we didn't want to lose that opportunity. So, we really
intentionally shipped a majority of our unit sales shipments during the month of
March, so that's how that did. But we did that intentionally because we wanted
to manage our inventory of installed base more effectively.

Orrin Edidin  - WMS Industries - COO

In other words, we front-load participation and ship our sale games later in
the quarter.

David Vas  - Bank of America Securities - Analyst

Third thing, jackpot expense, are you taking a ratable expense or are you
expensing as you go? How is that working?

Scott Schweinfurth  - WMS Industries - CFO

Well, I don't -- what do you mean by ratable? We look at what the base jackpot
is, and we amortize that cost over the theoretical win. I believe it's done
consistent with what others are doing in that field.

David Vas  - Bank of America Securities - Analyst

And I guess, last thing, in terms of free cash flow, I know at this point the
investments below the operating line, or participation units, continues to be
high. Would you target, say, mid-fiscal '06 or sooner for free cash flow
positive?

Scott Schweinfurth  - WMS Industries - CFO

Yes. I think we're going to have another quarter or two of higher investment
primarily as we're changing out the Legacy installed base of those participation
games. As Orrin said in his comments, we're just introducing the first Hollywood
Squares Bluebird participation game, and so we would expect, for the next
quarter or two we'll be changing out a portion of the remainder of those gaming
devices. But yes, I think you'll also see that we'll be able to a little bit
better manage the working capital requirements of the business, both receivables
and inventories to help start generating positive free cash flow. We are in this
sort of bubble period with changing out the Legacy installed base of
participation games.


David Vas  - Bank of America Securities - Analyst

Are you able to gauge how much of your North American business is at the
expense of others as opposed to replacing your own? In other words, how much
floor share have you gained?

Brian Gamache  - WMS Industries - President and CEO

I think it's still a little bit early to determine that. Again, we had a very
fortunate situation in that we had 50,000 legacy units that hadn't been touched
in basically three years. So, I think we're still competing with that footprint,
and I think that we're gaining traction. And due to the performance of our
games, we will start to see that number and our market share increase. But I
think it's a little bit early for us to make those kind of comments.

Scott Schweinfurth  - WMS Industries - CFO

And as you can imagine, from the revenue guidance that we've given for fiscal
'06, we're not expecting a slowdown in sort of the number of overall units that
we're being able to ship on a quarterly basis. So I think that would demonstrate
our confidence that we're gaining back some of the market share on the video
side, and we're making good progress with our new product lines and getting
traction on the floor with those units.

Brian Gamache  - WMS Industries - President and CEO

I think our metrics -- when we give our metrics on the next call, we'll clearly
distinguish that we are gaining market share, and plan to, certainly, in fiscal
'06.

Operator

Mr. Gamache, I'm showing no further questions at this time. I'll turn the
conference back over to you.

Brian Gamache  - WMS Industries - President and CEO

Thanks for joining us this afternoon for this update on WMS' progress and
prospects. We look forward to reporting additional progress to you on our fiscal
year 2005 fourth quarter and year-end conference call in mid-August.

Operator

Ladies and gentlemen, that does conclude the conference call for today. We
thank you very much for your participation, and ask that you please disconnect
your lines. Thank you, and have a good day.



MONOPOLY is a trademark of Hasbro Inc. (C)2005 Hasbro. Used with permission.
All rights reserved.
MEN IN BLACK(TM) & (C)2002 Columbia Pictures Industries, Inc.
A FISTFUL OF DOLLARS (C)1964 Unidis, S.A.R.L. All rights reserved.
WORLD SERIES OF POKER is a trademark of Harrah's License Company, LLC. All
rights reserved.
HOLLYWOOD SQUARES is a trademark of King World Productions, Inc. All rights
reserved.
POWERBALL is a trademark of the Multi-State Lottery Association. Used with
permission. All rights reserved.
CPU-NXT, Bluebird, Can't Lose, Jackpot Party, Scroll Top, Premier Night, Color
Dotmation, Riches of the Universe, Own It All, All in the Cards, and Corner the
Market are trademarks or registered trademarks of WMS Gaming Inc. All rights
reserved.