INTERNATIONAL GAME TECHNOLOGY
8-K, 1999-07-23
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                       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):

                                  July 22, 1999


                          INTERNATIONAL GAME TECHNOLOGY
- ----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         Nevada                  001-10684               88-0173041
- ----------------------------------------------------------------------------
     (State or Other            (Commission           (I.R.S. Employer
      Jurisdiction             File Number)        Identification Number)
      of Formation)


                   9295 Prototype Drive, Reno, Nevada 89511
- ----------------------------------------------------------------------------
             (Address of principal executive offices) (Zip Code)


                                (775) 448-7777
- ----------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                 not applicable
- ----------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)


============================================================================


<PAGE>


Item 5.  Other Events

      On July 22, 1999,  International Game Technology announced results for its
third  quarter  and nine months  ended July 3, 1999.  The full text of the press
release is included as Exhibit 99 to this report and is  incorporated  herein by
reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

      The following exhibit is part of this current report on Form 8-K and is
numbered in accordance with Item 601 of Regulation S-K.

      Exhibit No.       Description


          99            Press release issued by International Game Technology on
                        July 22,  1999  announcing  results  for the quarter and
                        nine month period ended July 3, 1999.




                                   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.


                          International Game Technology
                                  (Registrant)


Date:  July 22, 1999    By: /s/ Maureen Mullarkey
                                Maureen Mullarkey

                        Its:    Chief Financial Officer and
                                Vice President, Finance



                     INTERNATIONAL GAME TECHNOLOGY REPORTS
                           THIRD QUARTER 1999 RESULTS

FOR IMMEDIATE RELEASE                     CONTACT:      Maureen Mullarkey
July 22, 1999                             TELEPHONE:    (775) 448-0127


    (Reno,  Nev.)  International  Game  Technology  (NYSE "IGT") today announced
results for its third quarter and nine months ended July 3, 1999.  Income before
extraordinary  items  totaled  $37.5  million or $0.39 per diluted share for the
quarter  compared  to $45.6  million  or $0.40  per  diluted  share for the same
quarter of fiscal 1998.  In the current  quarter,  IGT redeemed its 7.84% Senior
Notes due 2004 resulting in an extraordinary expense of $0.03 per diluted share.
The  third  quarter  of  fiscal  1998  benefited  from a gain on the sale of the
Australian  manufacturing  building of $0.06 per diluted  share.  Net income was
$34.3  million  and $102.5  million for the  current  quarter  and  year-to-date
periods,  respectively,   versus  $45.6  million  and  $110.8  million  for  the
corresponding  periods of fiscal 1998. Although net income declined for both the
quarter  and  year-to-date  periods  due to  interest  expense  on  higher  debt
balances,  operating  profit  improved on stronger  product sales.  Earnings per
diluted  share for fiscal 1999  benefited  from IGT's  treasury  stock  purchase
activity.

<PAGE>

FISCAL YEAR 1999 - PAGE 2

    Total revenues reached $258.9 million and $701.4 million for the quarter and
year-to-date periods of fiscal 1999 versus $223.0 million and $570.1 million for
the  same   periods  of  fiscal  1998.   International   sales  and  new  casino
opportunities  domestically  drove  the  positive  movement  in total  revenues.
Product sales revenue  totaled $167.6 million and $443.8 million for the quarter
and nine months ended July 3, 1999, respectively, a 28% and 40% improvement over
the  corresponding  periods of fiscal 1998.  Shipments for the third quarter and
year-to-date  periods were 33,700 and 91,600  units,  respectively,  compared to
2,100 and 49,300 units in the corresponding prior year periods.

    Domestically,  IGT shipped 13,000 units during the quarter compared to 9,500
in the prior third  quarter  and 32,500  machines  for the  current  year versus
27,300 in the prior  year-to-date  period. The four major new casino openings in
the Las  Vegas  area  positively  impacted  IGT  during  1999.  Current  quarter
shipments included Park Place's Paris Resort and the Resort at Summerlin, two of
the newest Las Vegas  properties.  IGT also  provided  1,300  machines  or a 67%
market share to the MGM temporary casino in Detroit,  Michigan,  opening in late
July 1999.  Increased  demand in the Native American  markets during fiscal 1999
also  positively  impacted  domestic  revenues  for the quarter  and  nine-month
periods.  In June 1999, IGT became a licensed  manufacturer  for Native American

<PAGE>

FISCAL YEAR 1999 - PAGE 3

venues in Washington.  During the quarter, IGT sold 1,500 games, approximately a
93% market  share,  to a  Washington  licensee  who designs  and markets  gaming
machines for placement in eight Native American casinos.

    International  shipments  grew to 20,700  gaming  machines,  or 61% of total
units,  during the current  quarter  compared to 12,500 for the same  quarter of
fiscal 1998.  For the current year,  IGT sold 59,100  machines in  international
markets  compared to 22,000 last year.  Three popular  Japanese  Pachisuro  game
themes, Popper King, Dynamite and Elvis,  accounted for an increase of 7,100 and
20,000 units for the quarter and year-to-date periods,  respectively.  Barcrest,
IGT's  wholly  owned  U.K.  subsidiary  acquired  in March  of  1998,  increased
quarterly and yearly  shipments by 2,000 and 17,600 units  compared to the prior
periods.

    The gross profit on product  sales for the current  quarter and year totaled
$61.2  million and $162.2  million,  respectively,  representing  an 11% and 21%
increase over last year. The gross profit margin percentage  realized on product
sales for both the current quarter and nine-month period was 37% compared to 42%
for the same  periods  of fiscal  1998.  IGT's  expansion  in the  international
markets and continued  growth in new platform  product  shipments  domestically,
positively  impacted  total gross  profit  dollars  but  resulted in lower gross
profit margins.

    Revenues from gaming  operations  were $91.3 million and $257.6  million for
the quarter and  nine-month  periods,  respectively,  versus  $92.1  million and

<PAGE>

FISCAL YEAR 1999 - PAGE 4

$252.2  million  for the  corresponding  periods of last year.  Consistent  with
second quarter results, the fluctuation in third quarter revenues over last year
was primarily  due to Nevada  Megabucks(R).  The jackpot on Nevada  Megabucks(R)
grew throughout fiscal 1998 to a record-breaking $27.0 million in November 1998,
resulting in higher play levels during that period.  The  introduction  of games
such as Elvis in all jurisdictions,  Triple Play in a MegaJackpots(TM) format in
Atlantic City and the newest game theme,  Barcrest's  Partytime offsets maturing
systems and maintains the  popularity of  MegaJackpots(TM)  on the casino floor.
The installed  base of machines  operating on  MegaJackpots(TM)  systems grew to
14,600 at the end of the  quarter,  up from 13,900 one year  earlier.  Of these,
approximately 10,200 are new platform, higher performing games.

    Gross profit from gaming  operations  was $57.5  million or 63% versus $51.7
million or 56% for the third quarter of fiscal 1999 and 1998, respectively.  For
the  year-to-date  periods of fiscal 1999 and 1998,  gross profit totaled $154.1
million or 60% versus $137.6 million or 55%, respectively. Rising interest rates
during fiscal 1999 resulted in lower costs of funding  jackpots  compared to the
prior year.

    Total operating expenses were 21% of total revenues for both the current and
prior year third quarters. For the year-to-date period,  operating expenses were
22% of total revenues compared to 20% in the prior year period. Bad debt expense
recorded in the current quarter relating to overall increased sales and a higher

<PAGE>

FISCAL YEAR 1999 - PAGE 5

mix of international  sales  contributed to the growth in operating  expenses in
both periods.  The year-to-date period of fiscal 1998 included only three months
of expenses related to the Barcrest and Olympic businesses,  which were acquired
in March 1998.

    Other  income and  expense  totaled  $6.9  million  and $3.1  million in net
expenses for the quarter and year-to-date periods of fiscal 1999,  respectively.
Comparatively,  in fiscal 1998,  IGT  reported  other income of $9.9 million and
$14.2 million for the same quarter and year periods.  This fluctuation  resulted
from the growth in interest  expense due to borrowings used for acquisitions and
treasury  stock  purchases.  Additionally,  the third  quarter  of  fiscal  1998
benefited  from  a  gain  of  $10.4  million  on  the  sale  of  the  Australian
manufacturing and office facility.

    In May 1999, IGT announced the private  placement of $1 billion in aggregate
principal  amount of Senior Notes (the  "Notes").  A portion of the proceeds was
used to redeem previously outstanding 7.84% Senior Notes due 2004 resulting in a
prepayment penalty of $3.3 million after tax extraordinary expense.

    Under its stock repurchase program, IGT has purchased 10.0 million shares of
its common stock for an aggregate  purchase  price of $159.7 million since April
3, 1999. Fiscal 1999 purchases of treasury stock totaled 18.4 million shares for
$300.5 million through July 21, 1999.

<PAGE>

FISCAL YEAR 1999 - PAGE 6

    The historical  results  achieved are not  necessarily  indicative of future
prospects of the Company.  Information  on factors that may affect the Company's
financial results are included in the Company's Report on Form 10-K for the year
ended  September  30,  1998  and  subsequent  periodic  reports  filed  with the
Securities and Exchange Commission.

    IGT is a  world  leader  in  the  design,  development  and  manufacture  of
microprocessor-based  gaming products and software systems in all  jurisdictions
where gaming is legal.

    For more  information on International  Game  Technology,  visit the company
website at www.igtgame.com.


<PAGE>


Statements of Income

<TABLE>
<CAPTION>

                            Three Months Ended   Nine Months Ended
                             Jul.3,   Jun. 30,   Jul. 3,  Jun. 30,
                              1999     1998       1999      1998
(in thousands, except
 per share amounts)

<S>                          <C>      <C>        <C>       <C>
Revenues
    Product sales            $167,573 $130,843   $443,793  $317,859
    Gaming operations          91,286   92,139    257,643   252,225
                               ------   ------    -------   -------
    Total revenues            258,859  222,982    701,436   570,084
                              -------  -------    -------   -------

Costs and expenses
    Cost of product sales     106,339   75,586    281,635   183,351
    Cost of gaming operations  33,759   40,442    103,498   114,578
    Selling, general, and
      administrative           34,552   29,021     96,265    72,755
    Depreciation and
      amortization              6,468    5,861     18,841    12,667
    Research and development   11,167   11,366     32,279    26,848
    Provision for bad debts     3,240      496      6,761     3,660
                                -----      ---      -----     -----
    Total costs and expenses  195,525  162,772    539,279   413,859
                              -------  -------    -------   -------

Income from operations         63,334   60,210    162,157   156,225
Other income (expense)
    Interest income            13,938   11,181     40,052    33,517
    Interest expense          (21,068) (11,195)   (46,253)  (29,187)
    Gain on sale of assets      1,048   10,332      4,917    11,414
    Other                        (828)    (381)    (1,784)   (1,572)
                                 ----     ----     ------    ------
    Other income, net          (6,910)   9,937     (3,068)   14,172
                               ------    -----     ------    ------

Income before income taxes     56,424   70,147    159,089   170,397
Provision for income taxes     18,903   24,552     53,295    59,639
                               ------   ------     ------    ------
Income before extraordinary
  item                         37,521   45,595    105,794   110,758
                               ------   ------    -------   -------
Extraordinary loss on early
  redemption of debt, net
  of tax                       (3,254)       -     (3,254)        -
                               ------        -     ------         -
Net income                    $34,267  $45,595   $102,540  $110,758
                              =======  =======   ========  ========
Basic earnings per share
  Continuing operations         $0.39    $0.40      $1.03     $0.97
  Extraordinary item            (0.03)       -      (0.03)        -
                                -----        -      -----         -
  Net income                    $0.36    $0.40      $1.00     $0.97
                                =====    =====      =====     =====
Diluted earnings per share
  Continuing operations         $0.39    $0.40      $1.02     $0.96
  Extraordinary item            (0.03)       -      (0.03)        -
                                -----        -      -----         -
  Net income                    $0.36    $0.40      $0.99     $0.96
                                =====    =====      =====     =====
Weighted average common
  shares outstanding           95,378  113,385    102,819   113,675

Weighted average common and
  potential shares
  outstanding                  95,951  115,154    103,642   115,457

</TABLE>

<PAGE>


Condensed Balance Sheets

<TABLE>
<CAPTION>

                                           July 3,   Sept. 30,
                                            1999       1998
    (Dollars in thousands)

    <S>                                    <C>        <C>
    Assets
      Current assets
        Cash and cash equivalents          $629,796   $175,413
        Investment securities, at market
          value                              14,008     19,354
        Accounts receivable                 203,971    189,521
        Current maturities of long-term
          notes and contracts receivable     61,143     63,022
        Inventories                         115,385    133,154
        Investments to fund liabilities to
          jackpot winners                    41,796     41,216
        Deferred income taxes                16,878     16,517
        Prepaid expenses and other           30,189     32,346
                                             ------     ------
             Total current assets         1,113,166    670,543
                                          ---------    -------

      Long-term notes and contracts
        receivable                           30,165     37,750
      Property, plant and equipment, at
        cost                                295,726    278,295
        Less accumulated depreciation and
          amortization                     (118,515)  (109,542)
                                           --------   --------
             Property, plant and
               equipment, net               177,211    168,753
                                            -------    -------
      Investments to fund liabilities to
        jackpot winners                     365,732    369,427
      Intangible assets                     137,831    131,552
      Other assets                          184,733    165,603
                                            -------    -------
             Total Assets                $2,008,838 $1,543,628
                                         ========== ==========
    Liabilities and Stockholders' Equity
      Current liabilities
        Current maturities of long-term
          notes payable and capital lease
          obligations                        $1,674    $30,311
        Accounts payable                     53,326     57,277
        Jackpot liabilities                  67,054     50,659
        Accrued employee benefit plan
          liabilities                        18,198     17,512
        Other accrued liabilities            78,692     44,781
                                             ------     ------
             Total current liabilities      218,944    200,540
                                            -------    -------
      Long-term notes payable and capital
        lease obligations, net of current
        maturities                          990,182    322,510
      Long-term jackpot liabilities         452,055    479,217
      Other liabilities                         279         85
                                                ---         --
             Total liabilities            1,661,460  1,002,352
                                          ---------  ---------
      Stockholders' equity
        Common stock                             95         95
        Additional paid-in capital          260,781    256,656
        Retained earnings                   926,771    827,542
        Treasury stock                     (836,324)  (535,797)
        Accumulated other comprehensive
          income                             (3,945)    (7,220)
                                             ------     ------
             Total stockholders' equity     347,378    541,276
                                            -------    -------
             Total Liabilities and
               Stockholders' Equity      $2,008,838 $1,543,628
                                         ========== ==========

</TABLE>



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