Form 8-K Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported) February 28, 2006
0-13063
(Commission
File Number)
______________________________
SCIENTIFIC
GAMES CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware 81-0422894
(State
of
Incorporation) (IRS
Employer
Identification
Number)
750
Lexington Avenue, New York, New York 10022
(Address
of registrant’s principal executive office)
(212)
754-2233
(Registrant’s
telephone number)
______________________________
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
2 - Financial Information
Item
2.02. Results
of Operation and Financial Condition.
The
information contained in this Current Report is being furnished under Item
2.02.
As such, the information contained herein shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be
expressly set forth by specific reference in such a filing.
On
February 28, 2006, Scientific Games Corporation (the “Company”) issued a press
release announcing, among other things, results for the three months and the
year ended December 31, 2005. A copy of the press release is attached hereto
as
Exhibit 99.1 and is incorporated by reference herein.
The
Company’s press release, in addition to containing results that are determined
in accordance with accounting principles generally accepted in the United States
of America (“GAAP”), also contains the Company’s “EBITDA” results, which are
non-GAAP earnings results that exclude certain items. EBITDA, as used in the
press release, represents operating income plus depreciation and amortization
expenses. EBITDA is included in the press release as, among other things, it
is
a basis upon which the Company assesses its financial performance, and it
provides useful information regarding the Company’s ability to service its debt.
In addition, EBITDA is useful to investors 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 of liquidity, operating
performance and leverage. EBITDA should not be considered in isolation or as
an
alternative to net income, cash flows from operations, or other consolidated
income or cash flow data prepared in accordance with GAAP as measures of the
Company’s profitability or liquidity. EBITDA as used in the press release may
differ from similarly titled measures presented by other companies. A table
reconciling EBITDA to GAAP net income is included in the condensed consolidated
financial statement data included in the Company’s press release. Also included
in the Company’s press release is certain net income information presented on a
non-GAAP adjusted basis to indicate the effect of certain items noted in the
press release. Adjusted
EBITDA, non-GAAP adjusted net income and non-GAAP adjusted net income per
diluted share are non-GAAP financial measures that are presented as supplemental
disclosures and are reconciled to GAAP net income in financial schedules
accompanying the Company's press release. In calculating the adjusted financial
measures, the Company excludes certain expenses which it believes are unusual
in
nature, in order to facilitate an understanding of the Company’s operating
performance. The
Company’s management uses these adjusted financial measures in conjunction with
GAAP financial measures to monitor and evaluate its operating performance and
to
facilitate internal and external comparisons of the historical operating
performance of the Company and its business units. The Company’s management
believes that these adjusted 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. Additionally, the Company’s
management believes that these adjusted financial measures provide useful
information to investors about the performance of the Company’s overall business
because such financial measures eliminate the effects of unusual charges that
are not directly attributable to the Company’s underlying operating performance.
The Company’s management also believes that because it has historically provided
such non-GAAP financial measures in its earnings releases, continuing to do
so
provides consistency in its financial reporting and continuity to investors
for
comparability purposes. Accordingly, the Company’s management believes that the
presentation of the adjusted non-GAAP financial measures, when used in
conjunction with GAAP financial measures, provides both management and investors
with useful financial information that can be used in assessing the Company’s
financial condition and operating performance. The
adjusted financial measures should not be considered in isolation or as a
substitute for net income or net income per diluted share prepared in accordance
with GAAP. The adjusted financial measures as used in the press release may
differ from similarly titled measures presented by other companies. The adjusted
financial measures, as well as other information in the press release,
should be read in conjunction with the Company’s financial statements filed with
the Securities and Exchange Commission.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
Exhibit
No. Description
99.1 Press
Release of Scientific Games Corporation, dated February 28, 2006.
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.
SCIENTIFIC
GAMES CORPORATION
By:
/s/ DeWayne E. Laird
Name: DeWayne
E. Laird
Title:
Vice President and Chief Financial Officer
Date:
February 28, 2006
Exhibit
Index
Exhibit
No. Description
99.1 Press
Release of Scientific Games Corporation, dated February 28, 2006.