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UBET > SEC Filings for UBET > Form 10-Q on 13-Nov-2009All Recent SEC Filings

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Form 10-Q for YOUBET COM INC


13-Nov-2009

Quarterly Report


Item 2. Management's discussion and analysis of financial condition and results
of operations
Forward-looking statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements included in Item 1 of this report. This discussion and other sections of this report contain forward-looking statements that are based on the current beliefs and expectations of management, as well as assumptions made by, and information currently available to, management. Such statements include those regarding general economic and e-gaming industry trends. Such statements involve risks and uncertainties including, without limitation: the timely development and market acceptance of new products and technologies; our ability to achieve further cost reductions; our assessment of strategic alternatives for United Tote, including a possible sale, as to which there can be no assurance of success; increased competition in the advance deposit wagering business; a decline in the public acceptance of wagering; wagering ceasing to be legal in jurisdictions where we currently operate; the limitation, conditioning, or suspension of any of our licenses; increases in or new taxes imposed on wagering revenues; the adoption of future industry standards; the loss or retirement of key executives; our ability to meet our liquidity requirements and maintain our financing arrangements; and general economic and market conditions; and other factors described in our annual report on Form 10-K for the year ended December 31, 2008 and from time to time in our other filings with the Securities and Exchange Commission. Actual actions and strategies and the timing and expected results may differ materially from those expressed or implied by such forward-looking statements, and our future results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. Overview
We are a diversified provider of technology and pari-mutuel horse racing content for consumers through the Internet and a leading supplier of totalizator systems, terminals and other pari-mutuel wagering services and systems to the pari-mutuel industry. Youbet Express is a leading online advance deposit wagering (ADW) company focused on horse racing primarily in the United States. Our website, www.youbet.com, enables our customers to securely wager on horse races at over 150 racetracks worldwide from the convenience of their homes or other locations. Our customers receive the same odds and expected payouts they would receive if they were wagering directly at the host track and their wagers are commingled with the host track betting pools.
We appeal to both new and experienced handicappers by providing a user-friendly "one-stop-shop" experience. To place a wager, customers open an account and deposit funds with us via several convenient options, including our ExpressCash system, which links our customers' wagering accounts directly to their personal checking accounts. To enable our customers to make informed wagers, we provide 24-hour access to up-to-the minute track information, real-time odds and value-added handicapping products, such as Turf day Super Stats, a comprehensive database of racing statistics and a grading system to assess trainers, jockeys and horses. Our customers can view high-quality, live audio/video broadcasts of races as well as replays of a horse's past races. Our convenient automated services are complemented by our player service agents, who are available 15 hours a day, seven days a week to provide technical support and address any wagering or funding questions.
Our content partners provide us the same live satellite feeds that they normally broadcast at the track and to off-track betting facilities (OTBs). As a result, our partners have the opportunity to increase the total handle wagered on their racing signal, which we believe leads to higher revenues for the host track and a higher quality of racing through larger purses for the horse owners. In return, we receive a commission, or a percentage, of wagers processed by Youbet Express.
We acquired United Tote Company in February 2006. United Tote is a leading supplier of totalizator systems (equipment and technology that processes wagers and payouts) and supplies pari-mutuel tote services to approximately 100 racing facilities in North America and additional facilities in a number of foreign markets.
As result of the United Tote acquisition, we operate two business segments for financial accounting purposes: ADW and totalizator services. Our ADW segment consists of the operations of Youbet Express and Youbet Services Corporation. Our totalizator services segment consists of the operations of United Tote. Each segment operates independently, under separate management and provides distinctly separate services. The ADW segment provides internet wagering services and caters to the general public, whereas the totalizator segment provides totalizator equipment and services to racetracks, as well as off-track betting facilities and ADWs, including the our ADW segment. Both segments are impacted by the amount of wagering handle processed, however, the ADW segment is more immune to track closures due to inclement weather, and other factors as players may shift their wagering activities to other tracks. The revenue and expenses attributable to the services provided by our totalizator segment to our ADW segment are eliminated in our consolidated financial statements. Our reporting segments follow the same accounting policies used for our consolidated financial statements. Management evaluates each segment's performance based upon its individual financial results of operations. For more information about our segment reporting, see Note 8 to our consolidated financial statements in Item 1 of this report.
As previously disclosed, we shutdown our IRG business effective February 15, 2008. As a result, IRG is treated as discontinued operations, and the revenues and expenses associated with IRG have been excluded from the particular revenue and expense line items on our consolidated financial statements and are reported as a net amount in discontinued operations. For more information about our discontinued operations, see Note 10 to our consolidated financial statements in Item 1 of this report.


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Critical accounting estimates and policies Critical accounting policies are those that are important to the portrayal of our financial condition and results, and which require management to make difficult, subjective or complex estimates and judgments. Critical accounting estimates cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. Our critical accounting estimates and policies are set forth in management's discussion and analysis of financial condition and results of operations in annual report on Form 10-K for the year ended December 31, 2008. There have been no material changes to our critical accounting policies or estimates.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements issued, but not yet effective or early adopted, that management believes are of significance, or potential significance to the Company. Results of continuing operations for the three months ended September 30, 2009 compared to the three months ended September 30, 2008 The segment discussions below are based upon the following table, which sets forth, for the periods indicated, certain operating data for each of our operating segments prior to the elimination of intersegment revenues of $0.2 million and $0.3 million in the third quarter of 2009 and 2008, respectively. Additionally, in the second quarter of 2009, the ADW segment began charging the totalizator segment for its share of executive management services approximating $0.2 million per quarter. The data for the 2008 period in the table below has been adjusted to include a similiar $0.2 million charge for comparability purposes:

                                           ADW Segment                                            Totalizator Segment
                                Three months ended September 30,                           Three months ended September 30,
                                                    Increase           %                                       Increase           %
                        2009          2008         (Decrease)       Change         2009           2008        (Decrease)       Change
                                                                        (in thousands)
Revenues              $ 22,485      $ 23,365      $       (880 )       -3.8 %    $   5,563       $ 6,297      $      (734 )      -11.7 %

Gross profit             7,802         8,956            (1,154 )      -12.9 %        1,497         2,231             (734 )      -32.9 %
As % of revenues          34.7 %        38.3 %                                        26.9 %        35.4 %

Operating expenses       5,962         5,109               853         16.7 %        2,417         2,868             (451 )      -15.7 %
As % of revenues          26.5 %        21.9 %                                        43.4 %        45.5 %

Income from
continuing
operations before
other income
(expense) and
income tax            $  1,840      $  3,847      $     (2,007 )      -52.2 %    $    (920 )     $  (637 )    $      (283 )      -44.4 %
As % of revenues           8.2 %        16.5 %                                       -16.5 %       -10.1 %

Revenues
Total revenues decreased $1.4 million, or approximately 5%, for the third quarter of 2009 when compared with the third quarter of 2008. Excluding the impact of intersegment eliminations, the revenue decrease was the result of a decrease in our ADW segment revenues of $0.9 million, or approximately 4%, and a decrease in our totalizator segment revenues of $0.7 million, or approximately 12%, over those periods. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues on an operating segment basis.


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ADW Segment Revenues
ADW segment revenues, which consist primarily of commissions on wagers placed by our customers, net of player incentives, decreased by approximately $0.9 million, or 4%, in the third quarter of 2009 compared to the third quarter of 2008. Gross commissions revenues, before deduction of player incentives, during the third quarter of 2009 increased $0.3 million compared to the same period in 2008 due to changes in track mix favoring higher commission tracks. Changes in track mix are driven by player track preferences due to such things as race type, time of day and wagering pool size. However, the increase in gross commissions was more than offset by an increase in player incentives during the third quarter of 2009. Player incentives increased $1.0 million or approximately 41% when compared with the third quarter of 2008 due to an increase in player promotions and a $0.3 million prospective change in estimate relating to the value of player reward points.
Total handle for the three months ended September 30, 2009 was $121.3 million versus handle for the comparative period of 2008 of $121.7 million. The $0.4 million or approximately 0.3% decline, despite a general industry wagering decline of approximately 10% during the quarter due to the effects of the current economy, was minimized by our efforts to attract handle via our incentive and marketing activities.
Youbet Express yield, defined as "commission revenue less track and licensing fees as a percentage of handle" (each calculated in accordance with generally accepted accounting principles), decreased 0.9% to 6.9% in the third quarter of 2009 versus 7.8% in the third quarter of 2008. The lower yield reflects the impact of an increase in player incentives and track fees.
The following table sets forth our calculation of Youbet Express yield for the periods indicated:

                                    Three months ended September 30, 2009
                                                             Favor
                               2009           2008         (Unfavor)         %
                                               (in thousands)
             Handle         $   121,254     $ 121,675     $      (421 )      -0.3 %


             Commissions         21,842        22,570            (728 )      -3.2 %
             Less:
             Track fees          12,807        10,599           2,208        20.8 %
             License fees           705         2,482          (1,777 )     -71.6 %

             Net revenue    $     8,330     $   9,489     $    (1,159 )     -12.2 %

             Yield %                6.9 %         7.8 %

We believe that yield is a useful measure to evaluate our operating results and profitability. Yield, however, should not be considered an alternative to operating income or net income as indicators of Youbet's financial performance and may not be comparable to similarly titled measures used by other companies. Totalizator Segment Revenues
Totalizator segment revenues, which consist of contract revenues associated with the service of totalizator systems and equipment sales, decreased $0.7 million, or approximately 12%, in the third quarter of 2009 when compared to the third quarter of 2008 due to a decrease in service revenues and a significant reduction in equipment sales, as described below. Contract revenues from the service of totalizator systems, which is driven by wagering handle at tracks serviced, were $5.5 million in the third quarter of 2009, representing a decrease of $0.4 million, or approximately 7%, compared to the third quarter of 2008, primarily as a result of track closures, a general industry decline in wagering and reduced racing days. Equipment sales in the third quarter of 2009 were $26,000, representing a decrease of $0.3 million, or approximately 92%, compared to the third quarter of 2008 due to reluctance of track owners to invest in new equipment in the current world economy. Costs and Expenses
Consolidated costs and expenses increased $0.5 million, or approximately 3%, in the third quarter of 2009 compared to the third quarter of 2008 primarily as a result of increased track fees and contract costs, which were partially offset by decreases in licensing fees and totalizator equipment costs, as discussed below. As a percentage of revenues, consolidated costs and expenses increased from approximately 62% in the third quarter of 2008 to 67% in the third quarter of 2009. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our costs and expenses on an operating segment basis.


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ADW Segment Costs and Expenses
Costs and expenses in our ADW segment consist of track fees, licensing fees and network operations, each as described below.
Track fees: Track fees, which primarily consist of host and market access fees paid and payable to various tracks increased $2.2 million or approximately 21% in the third quarter of 2009 compared to the third quarter of 2008. The quarter-over-quarter increase is primarily attributable to a shift of costs from license fees to tracks fees resulting from a reduced number of TVG exclusive tracks. Expense increases were experienced in television fees ($0.8 million); host fees ($0.8 million); source market fees ($0.5 million). These increases were supplemented by $0.8 million in revenue share payments relating to our co-branding agreement with tracks in Illinois that did not exist in the third quarter of 2008. These increases were partially offset by a $0.6 million reduction in California market access fees, due to reduced wagering at California tracks.
Licensing fees: Licensing fees, which represent amounts paid and payable under our licensing agreement with TVG, decreased $1.8 million, or approximately 72%, in the third quarter of 2009 compared to the third quarter of 2008, primarily due to fewer TVG exclusive tracks.
Network operations: Network operations expense, which consists of costs for salaries, data center management, telecommunications and various totalizator fees in the third quarter of 2009 remained flat when compared to third quarter of 2008.
As a percentage of ADW segment revenues, costs and expenses in our ADW segment increased from approximately 62% in the third quarter of 2008 to 65% in the third quarter of 2009.
Totalizator Segment Costs and Expenses
Costs and expenses in our totalizator segment consist of contract costs and equipment costs, each as described below.
Contract costs: Contract costs, which represent costs of United Tote associated with providing totalizator services at racetracks, increased $0.1 million , in the third quarter of 2009 when compared to the third quarter of 2008, due to a $0.2 million inventory write-down, $0.1 increase in ticket paper expense, offset by reductions in freight, maintenance expense, supplies and outside labor expenses.
Equipment Costs: Equipment costs, which represent costs of United Tote that are associated with earning equipment sales revenue, declined significantly, from $0.2 million in the third quarter of 2008 to $14 thousand in third quarter of 2009, due to a significant decrease in equipment sales.
As a percentage of totalizator segment revenues, costs and expenses in our totalizator segment increased from approximately 65% in the third quarter of 2008 to 73% in the third quarter of 2009. Gross Profit
Consolidated gross profit decreased $1.9 million, or approximately 17%, in the third quarter of 2009 compared to the third quarter of 2008 primarily due to changes in wagering track mix to tracks on which we pay higher fees, revenue share expense associated with our co-branding agreement with tracks in Illinois, increased player incentives and revenue decline experienced by the Totalizator segment. As a percentage of revenues, consolidated gross profit decreased from approximately 38% in the third quarter of 2008 to 33% in the third quarter of 2009. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our gross profit on an operating segment basis.


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ADW Segment Gross Profit
Gross profit in our ADW segment was $7.8 million for the three month period ended September 30, 2009, as compared to $9.0 million for the same period in 2008, a $1.2 million or 13% decline. The decline was primarily due to the increased player incentives and track fees described above. As a percentage of ADW segment revenues, gross profit in our ADW segment decreased from approximately 38% in the third quarter of 2008 to 35% in the third quarter of 2009.
Totalizator Segment Gross Profit
Gross profit in our totalizator segment was $1.5 million for the three month period ended September 30, 2009, representing a decrease of $0.7 million, or approximately 33%, compared to the same period in 2008. This decline is primarily attributable to the 12% decline in revenue, coupled with increases in ticket paper expense and increases to inventory obsolescence reserves. Due to the nature of the totalizator business and contractual obligation to provide equipment and totalizator services, its cost structure is fairly rigid and less variable to fluctuations in handle processed and reduction in race days. As a percentage of totalizator segment revenues, gross profit in our totalizator segment decreased from approximately 35% in the third quarter of 2008 to 27% in the third quarter of 2009.
Operating Expenses
Research and development: Research and development expense of $0.8 million remained flat when compared with the third quarter of 2008.
Sales and marketing: Sales and marketing expense of $1.5 million in the third quarter of 2009 increased $0.2 million, or approximately 15%, compared to the third quarter of 2008. This increase was primarily in the Youbet Express business and resulted from an increase in sales and marketing personnel and management's priority to develop and target marketing efforts to specific initiatives including online customer acquisition, conversion and retention. General and administrative: General and administrative expense of $4.3 million in the third quarter of 2009 increased $0.6 million or approximately 17%, when compared to the third quarter of 2008 and represented 15% of total revenue for the third quarter of 2009 versus 12% of total revenue in the third quarter of 2008. The increase is primarily due to increased legal fees and other costs associated with the investigation of various strategic opportunities of $0.4 million; increased bad debt associated with our Totalizator segment of $0.1 million and travel costs.
Depreciation and amortization: Depreciation and amortization in the third quarter of 2009 decreased $0.4 million when compared to the third quarter of 2008, primarily due to the continued aging of totalizator assets and reduced capital investment in our totalizator segment.
Interest expense (income): Interest expense of $0.2 million in the third quarter of 2009, decreased $0.1 million compared to $0.3 million in the third quarter of 2008. This decrease is primarily due to lower interest rates and lower debt levels. Interest income decreased slightly when compared to the three months ended September 30, 2008.
Other income: Other income increased $0.1 million when compared to the three months ended September 30, 2008, due to the recovery by United Tote of pre-acquisition receivables previously written off to expense.
Income Taxes: The combined estimated annual effective income tax rate used for the quarter ended September 30, 2009, was lower than in the comparable prior year period due to a retroactive tax adjustment relating to State of California in 2008. In the third quarter of 2008, the State of California suspended the use of net operating loss carry forwards, resulting in additional tax of $0.3 million being recognized in the third quarter of 2008.


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Results of continuing operations for the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 The segment discussions below are based upon the following table, which sets forth, for the periods indicated, certain operating data for each of our operating segments prior to the elimination of intersegment revenues of $0.7 million and $0.9 million in the first nine months of 2009 and 2008, respectively. Additionally, in the second quarter of 2009, the ADW segment began charging the totalizator segment for its share of executive management services approximating $0.2 million per quarter. The data for the 2008 period in the table below, has been adjusted to include a charge of $0.5 million for comparability purposes:

                                                           ADW Segment                                       Totalizator Segment
                                                 Nine months ended September 30,                       Nine months ended September 30,
                                                                   Increase          %                                    Increase          %
                                         2009         2008        (Decrease)      Change        2009         2008        (Decrease)      Change
                                                                                (in thousands)
Revenues                               $ 70,784     $ 65,154     $      5,630         8.6 %   $ 15,991     $ 18,861     $     (2,870 )     -15.2 %

Gross profit                             24,110       25,281           (1,171 )      -4.6 %      4,745        7,170           (2,425 )     -33.8 %
As % of revenues                           34.1 %       38.8 %                                    29.7 %       38.0 %

Operating expenses                       17,444       16,211            1,233         7.6 %      7,596        8,922           (1,326 )     -14.9 %
As % of revenues                           24.6 %       24.9 %                                    47.5 %       47.3 %

Income from continuing operations
before other income (expense) and
income tax                             $  6,666     $  9,070     $     (2,404 )     -26.5 %   $ (2,851 )   $ (1,752 )   $     (1,099 )     -62.7 %
As % of revenues                            9.4 %       13.9 %                                   -17.8 %       -9.3 %

Note: Revenues exclude intersegment eliminations of $0.7 million in 2009 and $0.9 million in 2008, respectively.

Revenues
Total revenues increased $3.0 million, or 4%, for the nine months ended September 30, 2009 when compared with the comparable period of 2008. Excluding the impact of intersegment eliminations, the revenue increase was the result of an increase in our ADW segment revenues of $5.6 million, or approximately 9%, and a decrease in our totalizator segment revenues of $2.9 million, or approximately 15%, over those periods. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues on an operating segment basis.
ADW Segment Revenues
ADW segment revenue, which consists primarily of commissions on wagers placed by our customers, net of player incentives, increased approximately $5.6 million, or 9% in the nine month period ended September 30, 2009, when compared to the same period in 2008. Gross commissions, before deduction of player incentives, during the first nine months of 2009 increased $9.3 million compared to the same period of 2008 due primarily to a 13% improvement in handle resulting from increased track content. However, the increase in gross commissions was partially offset by higher customer incentives in the first nine months of 2009 of $3.2 million, a 57% increase compared to the first nine months of 2008. Approximately $0.4 million of the increase relates to the redemption of expired player reward points in the first quarter of 2009, $0.3 million relates to a prospective change in estimate of the value of outstanding reward points and the remainder is associated with the impact of our more aggressive incentive marketing efforts.
Total handle for the nine months ended September 30, 2009 was $373.7 million, an increase of $42.8 million, or 13%, compared to the first nine months of 2008 primarily due to the return of all TrackNet content and aggressive marketing. Youbet Express yield, defined as "commission revenue less track and licensing fees as a percentage of handle" (each calculated in accordance with generally accepted accounting principles), decreased 1.2% to 6.9% in the first nine months of 2009 versus 8.1% in the first nine months of 2008. The lower yield reflects the impact of increased track fees due to changes in track mix resulting from the return of certain lower yielding TrackNet content, revenue sharing expense associated with our co-branding agreement with tracks in Illinois and the increase in player incentives.


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The following table sets forth our calculation of Youbet Express yield for the periods indicated:

                                    Nine months ended September 30, 2009
. . .
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