<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
{Mark One}
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: January 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition from _____________ to ___ _________
Commission File number: 0-13063
AUTOTOTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0422894
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 Lexington Avenue, 25th Floor
New York, New York 10022
(Address of principal executive offices)
(212) 754-2233
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
---
As of March 7, 1997, 34,437,214 shares of the registrant's Class A Common
Stock, $.01 par value per share, were issued and outstanding.
Page 1 of 10
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AUTOTOTE CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
QUARTER ENDED JANUARY 31, 1997
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Balance Sheets as of January 31, 1997 and October 31, 1996 3
Statements of Operations for the Three Months Ended
January 31, 1997 and 1996 4
Statements of Cash Flows for the Three Months Ended
January 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 6. Exhibits and Reports on Form 8K 9
</TABLE>
2
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1997 1996
------------- -------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents............................................................ $ 5,152 5,988
Restricted cash...................................................................... 537 611
Accounts receivable, net............................................................. 20,263 18,257
Inventories.......................................................................... 6,629 5,780
Unbilled receivables................................................................. 3,258 6,901
Prepaid expenses, deposits and other current assets.................................. 3,429 3,131
--------- ---------
Total current assets............................................................. 39,268 40,668
--------- ---------
Property and equipment, at cost.......................................................... 182,887 186,249
Less accumulated depreciation........................................................ 92,043 90,369
--------- ---------
Net property and equipment...................................................... 90,844 95,880
--------- ---------
Goodwill, net of amortization............................................................ 19,594 21,024
Operating right, net of amortization..................................................... 16,598 16,848
Other assets and investments............................................................. 20,151 22,373
--------- ---------
$ 186,455 196,793
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current installments of long-term debt.............................................. $ 10,169 9,234
Accounts payable.................................................................... 14,196 14,242
Accrued liabilities................................................................. 20,448 20,436
--------- ---------
Total current liabilities....................................................... 44,813 43,912
--------- ---------
Deferred income taxes.................................................................... 7,272 7,675
Other long-term liabilities.............................................................. 1,977 5,612
Long-term debt, excluding current installments........................................... 117,448 119,790
Long-term debt, convertible subordinated debentures...................................... 40,000 40,000
--------- ---------
Total liabilities................................................................ 211,510 216,989
------- -------
Stockholder's deficit:
Preferred stock, par value $1.00 per share, 2,000 shares authorized, none
outstanding.......................................................................... -- --
Class A common stock, par value $0.01 per share, 99,300 shares
authorized, 34,437 and 31,474 shares outstanding at January 31, 1997 and October
31, 1996, respectively............................................................... 345 315
Class B non-voting common stock, par value $0.01 per share, 700 shares
authorized, none outstanding......................................................... -- --
Additional paid-in capital........................................................... 146,938 143,369
Accumulated deficit.................................................................. (171,087) (163,664)
Treasury stock, at cost.............................................................. (102) (102)
Translation adjustment............................................................... (1,149) (114)
--------- ---------
Total stockholder's deficit...................................................... (25,055) (20,196)
-------- --------
$ 186,455 196,793
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended January 31, 1997 and 1996
(In Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Operating revenues:
Services................................................................ $ 31,420 29,568
Sales................................................................... 4,095 13,738
------ ------
35,515 43,306
------ ------
Operating expenses (exclusive of depreciation and amortization):
Services ............................................................... 18,742 18,847
Sales .................................................................. 2,813 8,698
------ -------
21,555 27,545
------ -------
Total gross profit................................................. 13,960 15,761
------ -------
Selling, general and administrative expenses................................. 7,538 8,170
Depreciation and amortization................................................ 9,709 9,436
------ -------
Operating loss..................................................... (3,287) (1,845)
------ -------
Other deductions:
Interest expense........................................................ 3,634 3,662
Litigation settlement................................................... -- 6,800
Other expense.. ........................................................ 107 292
------ -------
3,741 10,754
------ -------
Loss before income tax expense ......................................... (7,028) (12,599)
Income tax expense........................................................... 395 1,202
------ -------
Net loss..................................................................... $ (7,423) (13,801)
====== =======
Net loss per common share.................................................... $ (0.23) (0.45)
====== ======
Weighted average number of common shares outstanding......................... 32,734 30,905
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JANUARY 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................... $ (7,423) (13,801)
Adjustments to reconcile net loss to cash provided
by operating activities:
Depreciation and amortization................................. 9,709 9,436
Loss on disposal of assets.................................... 37 454
Litigation settlement......................................... -- 6,800
Non-cash interest charges..................................... -- 554
Changes in operating assets and liabilities................... 108 1,279
Other......................................................... 306 212
-------- -------
Total adjustments........................................ 10,160 18,735
-------- -------
Net cash provided by operating activities.......................... 2,737 4,934
-------- -------
Cash flows from investing activities:
Capital expenditures............................................. (191) (338)
Expenditures for equipment under wagering systems contracts...... (1,359) (2,420)
Proceeds from asset disposals.................................... 247 987
Increase in other assets and other liabilities, net.............. (779) (441)
-------- -------
Net cash used in investing activities.............................. (2,082) (2,212)
-------- -------
Cash flows from financing activities:
Net borrowings under revolving credit facility................... -- 760
Proceeds from issuance of long-term debt......................... 8 538
Payments on long-term debt....................................... (1,314) (1,587)
-------- -------
Net cash used by financing activities.............................. (1,306) (289)
-------- -------
Effect of exchange rate changes on cash............................ (185) (415)
-------- -------
Increase/(decrease) in cash and cash equivalents................... (836) 2,018
Cash and cash equivalents, beginning of period..................... 5,988 4,991
-------- -------
Cash and cash equivalents, end of period........................... $ 5,152 7,009
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest...................................................... $ 2,810 3,449
======== =======
Income taxes.................................................. $ 250 237
======== =======
The Company issued 2,964 shares of Class A Common Stock during the
1997 period in connection with the settlement of its stockholder
litigation.
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1997
(UNAUDITED)
1) CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of January 31, 1997 and the consolidated
statements of operations for the three months ended January 31, 1997 and 1996,
and consolidated statements of cash flows for the three months then ended have
been prepared by the Company and have not been audited. In the opinion of
management, all adjustments necessary to present fairly the financial position
of the Company at January 31, 1997, and the results of its operations for the
three months ended January 31, 1997 and 1996, and its cash flows for the three
months ended January 31, 1997 and 1996 have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or ommitted. These consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's 1996 Annual Report on Form 10-K. The results of operations for
the period ended January 31, 1997 are not necessarily indicative of the
operating results for the full year.
2) INVENTORIES
Inventories consist of the following:
JANUARY 31, OCTOBER 31,
1997 1996
----------- -----------
(in thousands)
Parts................................. $ 2,938 3,295
Work-in-process....................... 1,249 909
Finished goods........................ 2,048 1,028
Ticket paper.......................... 394 548
----- -----
Total................................. $ 6,629 5,780
===== =====
3) DEBT
The Company's senior bank credit facility is governed by the Amended and
Restated Credit Agreement dated January 26, 1996 ("the Senior Facility") for
which Bankers Trust is agent. The Senior Facility provides for: 1) a $55 million
term loan (the "A Term Loan"), 2) a $5 million term loan (the "B Term Loan"),
and 3) a $75 million revolving credit facility ("the Revolver"), which includes
a $25 million sublimit for letters of credit. On January 29, 1997, the Company
amended the Senior Facility (the "Amendment") to revise the maturity and
amortization of the A and B Term Loans, the maturity of the Revolver, the
borrowing rate, certain financial covenants and to revise how proceeds from
asset sales reduce scheduled principal payments. The maturity of the Revolver
and A Term Loan were changed to February 13, 1998 and scheduled quarterly
principal payments on the A Term Loan was reduced to $7.0 million in fiscal 1997
with the balance of $44.0 million due in fiscal 1998. The maturity of the B Term
Loan was extended to April 30, 1997 with the remaining balance of $1.0 million
due in equal installments of $.5 million in January 1997 and April 1997.
Effective with the Amendment, borrowings under the Senior Facility bear
interest at the Prime lending rate plus a margin ranging from 0.75% to 2.00%
depending on the timing and amount of additional principal repayments made in
fiscal 1997 in excess of scheduled principal repayments. The Senior Facility
permits voluntary prepayments, and requires mandatory repayments upon the
occurrence of certain events and in certain amounts, including certain proceeds
from asset sales, equity sales and debt raised, and 75% of annual "Excess
Cashflow," as defined. A commitment fee of 0.5% per year is payable on the
unused amount under the Revolver. A letter of credit fee equal to 2.75% plus a
facing fee of 1/8 of 1% per year is payable on each letter of credit issued. See
Note 7 to the Consolidated Financial Statements for the year ended October 31,
1996 included in the Company's 1996 Annual Report on Form 10-K.
In the quarter ended January 31, 1997, the Company made scheduled payments
of $0.5 million on the A Term Loan and $0.5 million on the B Term Loan. As of
January 31, 1997, the Company had approximately $21,605 available for borrowing
under its Revolver, with $3.1 million in outstanding letters of credit and
$122.9 million in outstanding borrowings.
6
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion addresses the financial condition of the Company
as of January 31, 1997 and the results of operations for the three month period
ended January 31, 1997, compared to the same period last year. This discussion
should be read in conjunction with the Management's Discussion and Analysis
section for the fiscal year ended October 31, 1996 ("fiscal 1996") included in
the Company's 1996 Annual Report on Form 10-K.
RESULTS OF OPERATIONS
Three Months Ended January 31, 1997 Compared to Three Months Ended January 31,
1996
<TABLE>
<CAPTION>
First Quarter Fiscal 1997 First Quarter Fiscal 1996
----------------------------- -------------------------------
Pari- Pari-
Mutuel Lottery Mutuel Lottery
Operations Operations Total Operations Operations Total
----------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue:
Service revenue..................... $26,615 4,805 31,420 25,671 3,897 29,568
Sales revenue....................... 1,246 2,849 4,095 2,420 11,318 13,738
------ ----- ------ ------ ------ ------
Total Revenue....................... $27,861 7,654 35,515 28,091 15,215 43,306
====== ===== ====== ====== ====== ======
Gross Profit (excluding depreciation and
amortization) $10,401 3,559 13,960 10,531 5,230 15,761
====== ===== ====== ====== ====== ======
</TABLE>
Revenue Analysis
Revenues decreased 18% or $7.8 million to $35.5 million in the first
quarter of the fiscal year ended October 31, 1997 from $43.3 million in the
first quarter of the fiscal year ended October 31, 1996.
Pari-mutuel Operations service revenues of $26.6 million for the first
quarter of fiscal 1997 improved $0.9 million or 4% during the quarter as
compared to the prior year. This improvement reflects revenue increases of $1.5
million as a result of growth in handle in the Company's North American pari-
mutuel and Connecticut OTB operations, and the addition of new customers in the
simulcasting business. These increases are partially offset by the $.6 million
revenue loss because of the October 1996 sale of the casino/sports wagering
business. The growth in handle during the first quarter of 1997 compared to the
first quarter of 1996 is attributable to the addition of six new North American
racetrack and OTB sites, full card simulcasting at two North American racetrack
customers, 320 VGM machines to the lease base and the increase to seven days a
week OTB operations in Connecticut, as well as to a much milder winter in 1997
than experienced the prior year. Sales revenue in the first quarter of fiscal
1997 decreased $1.2 million compared to $2.4 million for the first quarter of
fiscal 1996, principally due to the decline in equipment sales to the
international market.
Lottery Operations service revenues increased $0.9 million during the first
quarter of fiscal 1997 from $3.9 million to $4.8 million primarily because of
higher revenues from services provided under the German Lottery contract. Sales
revenues decreased significantly in the first quarter of fiscal 1997 to $2.8
million from $11.3 million in the same period in fiscal 1996. This decrease is
primarily attributable to the fiscal 1996 delivery of systems to several German
lottery contract sites coupled with deliveries of terminals and parts to EIS for
sale to Italy's TOTIP pari-mutuel lottery pool.
Gross Profit Analysis
The total gross profit of $14.0 million for the first quarter of fiscal
1997 decreased by $1.8 million, or 11% compared to the first quarter of fiscal
1996, principally reflecting delivery of the German lottery systems during the
fiscal 1996 quarter. Gross margins on equipment sales were 31% in the first
quarter of 1997, down from the margins of 37% earned in the first quarter of
fiscal 1996 as a result of a change in the mix of equipment being sold. Gross
margins on service revenues improved to 40% during the first quarter of fiscal
1997 compared to 36% for the first quarter of 1996 due to higher volumes and
improved margins in the European lottery business.
7
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
Expense Analysis
Selling, general and administrative expenses include marketing, sales,
administrative, engineering and software development, finance, legal and other
expenses. Selling, general and administrative expenses decreased $.6 million or
8% to $7.5 million in the first quarter of fiscal 1997 from $8.2 million in the
first quarter of fiscal 1996 as a result of the sale of the Company's
casino/sports wagering business in the fourth quarter of fiscal 1996, as well as
continuing effects from the Company's cost containment and reduction programs.
Depreciation and amortization expenses increased 3% to $9.7 million in the
first quarter of 1997 compared to $9.4 million in the first quarter of fiscal
1996. The increase was primarily due to investment in UNIBET and other software
development programs in fiscal 1996.
Interest expense decreased slightly in the first quarter of 1997 primarily
as a result of the sale of the casino/sports wagering business, mostly offset by
higher interest costs under the Company's Senior Facility.
Income Taxes
Income tax expense was $.4 million in the 1997 period as compared to an
expense of $1.2 million in the 1996 period. Income tax expense principally
reflects foreign tax expense, since no tax benefit has been recognized on
domestic operating losses.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 1997, the Company had cash and cash equivalents of $5.2
million as compared to $6.0 million at October 31, 1996. Net cash provided by
operating activities was $2.7 million for the three months ended January 31,
1997. Net cash used in investing activities was $2.1 million for the first three
months of fiscal 1997. Utilizing cash provided by operating activities, the
Company invested principally in contract expenditures and software systems
development. Net cash used by financing activities consisted primarily of
repayments of $1.0 million under the Company's Senior Facility A and B Term
Loans.
As described in Note 3 to the Consolidated Financial Statements above, the
Company had utilized nearly all availability under its Senior Facility at
January 31, 1997. The Company believes that its cash resources at that date and
its forecasted cash flows from operations provide sufficient liquidity to meet
scheduled payments and anticipated capital expenditures in the current fiscal
year arising from current commitments. The Company believes that additional
financing and/or asset sales will be required to meet its scheduled payments
and capital requirements in subsequent fiscal years. The Company is currently
exploring financing and asset sales alternatives while continuing to implement
cost containment and reduction programs. The Company will be required to
evaluate its capital outlays and commitments in light of the availability and
timing of additional financing, which currently remains uncertain.
8
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
Quarter Ended January 31, 1997
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As stated in the Company's 1996 Annual Report on Form 10-K, the Company and
certain of its officers and directors were named as defendants in a number of
lawsuits commenced in February 1995 as class actions in the United States
District Court for the District of Delaware. These lawsuits were consolidated
into one class action in June 1995.
The Settlement Agreement was finalized on December 24, 1996, in accordance
with a definitive Stipulation and Agreement of Settlement dated July 19, 1996.
The Company paid $7.5 million in cash plus 2,963,590 shares of Class A Common
Stock which had an aggregate value of $3.5 million based on the average price of
the Company's Class A Common Stock for 10 trading days preceding the final
hearing in the District Court. Insurance companies providing directors and
officers insurance contributed approximately $6.5 million of the cash portion of
the settlement (with $1.25 million of that amount in the form of a loan to the
Company, with the payment terms subject to negotiation). The Company accrued a
charge of $6.8 million against earnings for the quarter ended January 31, 1996
to reflect the then expected settlement and anticipated legal fees. There will
be no further charges against earnings as a result of the Settlement Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.26 Second Amendment and Waiver, dated as of January 29, 1997,
among the Registrant, Bankers Trust Company and other
Lenders.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the first quarter of fiscal
1997.
9
<PAGE>
AUTOTOTE CORPORATION AND SUBSIDIARIES
QUARTER ENDED JANUARY 31, 1997
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AUTOTOTE CORPORATION
--------------------
(Registrant)
By: /s/ William Luke
----------------
Name: William Luke
Title: Vice President & Chief Financial Officer
Dated: March 11, 1997
10
<PAGE>
EXHIBIT 10.26
SECOND AMENDMENT AND WAIVER
---------------------------
SECOND AMENDMENT AND WAIVER (this "Amendment"), dated as of January
29, 1997, among AUTOTOTE CORPORATION, a Delaware corporation ("Holdings"),
AUTOTOTE SYSTEMS, INC., a Delaware corporation (the "Borrower"), the lenders
party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST
COMPANY, as Agent (in such capacity, the "Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties
to a Credit Agreement, dated as of October 31, 1991, and amended and restated as
of October 30, 1992, and amended and restated as of June 4, 1993, and amended
and restated as of April 28, 1994, and further amended and restated as of
January 26, 1996 (as amended, modified or supplemented through the date hereof,
the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the Banks grant
the amendments and waiver to the Credit Agreement as herein provided; and
WHEREAS, the Banks wish to grant the amendments and waiver to the
Credit Agreement on the terms, and subject to the conditions, set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 3.01 of the Credit Agreement is hereby amended by
inserting the following new clauses (h) and (i) at the end thereof;
"(h) In consideration of the Banks entering into the Second Amendment,
the Borrower hereby agrees to pay to the Agent for the pro rata distribution to
the
<PAGE>
Banks (based on the Banks' outstanding Term Loans and Revolving Loan Commitments
on the Second Amendment Effective Date) a fee in the aggregate amount of
$1,100,000, which fee shall be due and payable on the earliest of (i) the date,
if any, that the Loans have been declared due and payable (or have become due
and payable) in accordance with the provisions of Section 10, (ii) the date upon
which the Borrower repays all outstanding Loans and terminates the Total
Revolving Loan Commitment and (iii) the A Term Loan Maturity Date, provided,
however, that such fee shall not be payable in the event that either (x) the
Borrower shall have repaid at least $19,500,000 of Term Loans after the Second
Amendment Effective Date and on or prior to August 15, 1997 or (y) Holdings
shall have received at least $1,100,000 of new cash equity proceeds after the
Second Amendment Effective Date and on or prior to August 15, 1997 and all such
cash equity proceeds shall have been used to repay outstanding Term Loans in
accordance with the provisions of Sections 4.01 and 4.02(h).
(i) In consideration of the Banks entering into the Second Amendment, the
Borrower also hereby agrees to pay to the Agent for the pro rata distribution to
--- ----
the Banks (based on the Banks' outstanding Term Loans and Revolving Loan
Commitments on the Second Amendment Effective Date) a fee in the aggregate
amount of $2,000,000 (subject to reduction as provided below), which fee shall
be due and payable on the earliest of (i) the date, if any, that the Loans have
been declared due and payable (or have become due or payable) pursuant to
Section 10, (ii) the date upon which the Borrower repays all outstanding Loans
and terminates the Total Revolving Loan Commitment and (iii) the A Term Loan
Maturity Date, provided, however, in the event that (I) after the Second
-------- -------
Amendment Effective Date and no later than April 15, 1997, either (x) the
Borrower shall have repaid at least $21,000,000 of Term Loans, then no portion
of such fee shall be payable pursuant to any clause of this Section 3.01(i) or
(y) the Borrower shall have repaid at least $16,000,000 of Term Loans but less
than $21,000,000 of Term Loans, then only $500,000 of such fee shall be payable
pursuant to this Section 3.01(i) (and no further fees shall be payable pursuant
-2-
<PAGE>
to any clause of this Section 3.01(i)), (II) after the Second Amendment
Effective Date and no later than July 15, 1997, either (x) the Borrower
shall have repaid at least $23,000,000 of Term Loans, then only $500,000 of
such fee shall be payable pursuant to any clause of this Section 3.01(i)
(and no further fees shall be payable pursuant to any clause of this
Section 3.01(i)) or (y) the Borrower shall have repaid at least $18,000,000
of Term Loans but less than $23,000,000 of Term Loans, then only $875,000
of such fee shall be payable pursuant to this Section 3.01(i) (and no
further fees shall be payable pursuant to any clause of this Section
3.01(i)), (III) after the Second Amendment Effective Date and no later than
October 15, 1997, either (x) the Borrower shall have repaid at least
$24,500,000 of Term Loans, then only $1,000,000 of such fee shall be
payable to this Section 3.01(i) (and no further fees shall be payable
pursuant to any clause of this Section 3.01(i)) or (y) the Borrower shall
have repaid at least $19,500,000 of Term Loans but less than $24,500,000 of
Term Loans, then only $1,250,000 of such fee shall be payable pursuant to
this Section 3.01(i) (and no further fees shall be payable pursuant to any
clause of this Section 3.01(i)) and (IV) after the Second Amendment
Effective Date and no later than February 12, 1998, either (x) the Borrower
shall have repaid at least $30,000,000 of Term Loans then only $1,500,000
of such fee shall be payable pursuant to this Section 3.01(i) or (y) the
Borrower shall have repaid at least $25,000,000 Term Loans but less than
$30,000,000 of Term Loans, then only $1,625,000 of such fee shall be due
and payable pursuant to this Section 3.01(i)."
2. Section 3.03 of the Credit Agreement is hereby amended by (i)
inserting "(a)" immediately before the words "The Total Revolving Loan
Commitment" appearing therein and (ii) inserting the following new clause (b) at
the end thereof:
"(b) On each date upon which a mandatory repayment of Term Loans
pursuant to Section 4.02(c), (d), (e), (f)(i) or (g) is required (and
exceeds in amount the aggregate principal amount of Term Loans then
outstanding) or would be required if Term Loans were then outstanding, the
Total Revolving Loan
-3-
<PAGE>
Commitment shall be permanently reduced by the amount, if any, by which the
amount required to be applied pursuant to said Section (determined as if an
unlimited amount of Term Loans were actually outstanding) exceeds the
aggregate principal amount of Term Loans then outstanding. Each reduction
to the Total Revolving Loan Commitment pursuant to this Section 3.03(b)
shall be applied proportionately to permanently reduce the Revolving Loan
Commitment of each Bank with such a Commitment."
3. Section 4.01(iv)(C) of the Credit Agreement is hereby deleted in
its entirety and the following new Section 4.01(iv)(C) is inserted in lieu
thereof:
"(C) each prepayment of any Tranche of Term Loans pursuant to this
Section 4.01 (other than pursuant to clause (v) below) shall reduce the
then remaining Scheduled Repayments of such Tranche of Term Loans in
inverse order of maturity; and".
4. Section 4.02(a) of the Credit Agreement is hereby amended by
inserting the following new clause at the end thereof:
"(iii) In addition to any other mandatory repayments pursuant to this
Section 4.02, the Borrower shall prepay outstanding Revolving Loans (with
no corresponding reduction to the Total Revolving Loan Commitment, except
as otherwise provided in Section 3.03(b)) as, and to the extent, required
by Section 4.02(h)."
5. The table appearing in Section 4.02(b)(i) of the Credit Agreement
is hereby deleted in its entirety and the following new table is inserted in
lieu thereof:
<TABLE>
<CAPTION>
"Date Amount
---- ------
<S> <C>
the last Business Day in January, 1997 $ 500,000
the last Business Day in April, 1997 $1,500,000
the last Business Day in July, 1997 $1,500,000
the last Business Day in October, 1997 $3,500,000
the last Business Day in January, 1998 $2,000,000
A Term Loan Maturity Date $42,000,000" .
</TABLE>
-4-
<PAGE>
6. The table appearing in Section 4.02(b)(ii) of the Credit
Agreement is hereby deleted in its entirety and the following new table is
inserted in lieu thereof:
"Date Amount
---- ------
the last Business Day in January, 1997 $500,000
B Term Loan Maturity Date $500,000".
7. Section 4.02(h) of the Credit Agreement is hereby deleted in its
entirety and the following new Section 4.02(h) is inserted in lieu thereof:
"(h) All mandatory repayments of Term Loans pursuant to Sections
4.02(c), (d), (e), (f) and (g) which are required to be applied in
accordance with the provisions of this Section 4.02(h) shall, except as
provided in the proviso to the immediately succeeding sentence, be applied
to the outstanding A Term Loans and the outstanding B Term Loans on a pro
---
rata basis (based on the then outstanding principal amount of the A Term
----
Loans and the B Term Loans). All such mandatory repayments of each Tranche
of Term Loans shall be applied to reduce the then remaining Scheduled
Repayments of such Tranche of Term Loans in inverse order of maturity;
provided, however, that the Net Sale Proceeds from the sale of the assets
-------- -------
of, or the capital stock of, Tele Control shall be applied as follows:
(1) first, the first $20,000,000 of Net Sale Proceeds shall be
allocated $19,500,000 to the then outstanding A Term Loans
and $500,000 to the then outstanding B Term Loans, provided
that if no B Term Loans are (or no longer remain)
outstanding, the Net Sale Proceeds allocated thereto shall
instead be applied to the then outstanding A Term Loans, and
with any amounts to be applied (x) to the outstanding B Term
Loans to be applied first to the Scheduled B Repayment that
is due on the B Term Loan Maturity Date and then to the
Scheduled B Repayment that is due on the last Business Day
in
-5-
<PAGE>
January 1997 and (y) to the outstanding A Term Loans to be
applied as follows:
(i) the first $500,000 shall be applied to reduce the
Scheduled A Repayment that is due on the last Business
Day in April 1997, or if such Scheduled A Repayment
has already been paid in full or no longer remains
outstanding after giving effect to such repayment,
such amount (or portion thereof) shall be applied to
reduce the then remaining Scheduled A Repayments in
inverse order of maturity;
(ii) the next $500,000 shall be applied to reduce the
Scheduled A Repayment that is due on the last Business
Day in July 1997, or if such Scheduled A Repayment has
already been paid in full or no longer remains
outstanding after giving effect to such repayment,
such amount (or portion thereof) shall be applied to
reduce the then remaining Scheduled A Repayments in
inverse order of maturity;
(iii) the next $500,000 shall be applied to reduce the
Scheduled A Repayment that is due on the last Business
Day in October 1997, or if such Scheduled A Repayment
has already been paid in full or no longer remains
outstanding after giving effect to such repayment,
such amount (or portion thereof) shall be applied to
reduce the then remaining Scheduled A Repayments in
inverse order of maturity;
-6-
<PAGE>
(iv) the next $1,000,000 shall be applied to reduce the
Scheduled A Repayment that is due on the last Business
day in January 1998, or if such Scheduled A Repayment
has already been paid in full or no longer remains
outstanding after giving effect to such repayment,
such amount (or portion thereof) shall be applied to
reduce the then remaining Scheduled A Repayments in
inverse order of maturity; and
(v) the next $17,000,000 shall be applied to reduce the
then remaining Scheduled A Repayments in inverse order
of maturity;
(2) second, the next $2,000,000 of Net Sale Proceeds (other than
any Net Sale Proceeds which represent funds released from
any escrow account, 100% of which funds shall be applied as
provided in clause (1) above or clause (3) below, which ever
is applicable) shall be applied to prepay any outstanding
Revolving Loans and if no Revolving Loans are (or remain)
outstanding, such amount (or portion thereof) may be
retained by the Borrower; and
(3) third, any remaining Net Sale Proceeds shall be applied to
reduce the then remaining Scheduled A Repayments in inverse
order of maturity."
8. Section 8.01(f)(ii) of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:
"In addition to the foregoing, no later than March 5, 1997, a certificate
of the chief financial officer of Holdings to the effect that, to the best
of such officer's knowledge, no Default or Event of Default
-7-
<PAGE>
has occurred and is continuing or, if any Default or Event of Default has
occurred and is continuing, specifying the nature and extent thereof, which
certificate shall also set forth (in reasonable detail) the calculations
required to establish whether Holdings and the Borrower were in compliance
with the provisions of Section 9.10 for the Test Period ended on February
28, 1997."
9. Section 9.02 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (vii) thereof, (ii)
deleting the period appearing at the end of clause (viii) thereof and inserting
";and" in lieu thereof and (iii) inserting the following new clause (ix) at the
end thereof:
"(ix) all of the capital stock or assets of Tele Control may be sold
so long as (i) the gross cash proceeds and the Net Sale Proceeds therefrom
equals at least $25,000,000 and $20,000,000, respectively, (ii) all such
proceeds are paid in cash and are paid at the closing of such sale
(although up to $2,500,000 of the gross cash proceeds may be paid into an
escrow account to cover certain potential indemnity claims against Holdings
or any of its Subsidiaries by the buyer of Tele Control), (iii) 100% of the
Net Sale Proceeds therefrom are applied in accordance with the provisions
of Section 4.02(h), (iv) such sale occurs on or prior to April 15, 1997,
(v) copies of the substantially final documentation for such sale are
delivered to the Banks at least three Business Days prior to the
consummation of such sale and (vi) the material terms and conditions of
such sale are consistent with the terms set forth in that certain Letter
dated January 14, 1997 between Holdings and Scientific Games Holdings
Corp."
10. Section 9.09 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 9.09 is inserted in lieu thereof:
"9.09 Consolidated Interest Coverage Ratio. (a) Prior to the
------------------------------------
consummation of the sale of Tele Control, Holdings will not permit the
Consolidated Interest Coverage Ratio for any Test Period ended on the last day
of a fiscal
-8-
<PAGE>
quarter set forth below to be less than the ratio set forth opposite such fiscal
quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -----
<S> <C>
January 31, 1997 1.90:1.00
April 30, 1997 1.88:1.00
July 31, 1997 1.93:1.00
October 31, 1997 1.80:1.00
January 31, 1998 1.87:1.00
April 30, 1998 1.94:1:00
July 31, 1998 2.00:1.00."
</TABLE>
(b) On or after the sale of Tele Control, Holdings will not permit
the Consolidated Interest Coverage Ratio for any Test Period ended on the last
day of the fiscal quarter set forth below to be less than the ratio set forth
opposite such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -----
<S> <C>
January 31, 1997 1.90:1.00
April 30, 1997 1.89:1.00
July 31, 1997 1.92:1.00
October 31, 1997 1.76:1.00
January 31, 1998 1.79:1.00
April 30, 1998 1.89:1.00
July 31, 1998 1.99:1.00."
</TABLE>
11. Section 9.10 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 9.10 is inserted in lieu thereof:
"9.10 Consolidated Fixed Charge Coverage Ratio. Holdings will not
----------------------------------------
permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ended on
a day set forth below to be less than the ratio set forth opposite such day
below:
Test Period
-9-
<PAGE>
<TABLE>
<CAPTION>
Ratio Ended On
----- ----------------
<S> <C>
0.90:1.00 January 31, 1997
1.00:1.00 February 28, 1997
1.00:1.00 July 31, 1997
1.00:1.00 January 31, 1998
1.00:1.00". July 31, 1998
</TABLE>
12. Section 9.11 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 9.11 is inserted in lieu thereof:
"9.11 Maximum Leverage Ratio. (a) Prior to the consummation of the
----------------------
sale of Tele Control, Holdings will not permit the Leverage Ratio at any time
during a period set forth below to be greater than the ratio set forth opposite
such period below:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Fiscal quarter ending January 31, 1997 4.44:1.00
Fiscal quarter ending April 30, 1997 4.34:1.00
Fiscal quarter ending July 31, 1997 4.12:1.00
Fiscal quarter ending October 31, 1997 4.25:1.00
Fiscal quarter ending January 31, 1998 4.01:1.00
Fiscal quarter ending April 30, 1998 3.85:1.00
Fiscal quarter ending July 31, 1998 3.71:1.00
</TABLE>
(b) On or after the consummation of the sale of Tele Control,
Holdings will not permit the Leverage Ratio at any time during a period set
forth below to be greater than the ratio set forth opposite such period below:
-10-
<PAGE>
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Fiscal quarter ending January 31, 1997 4.44:1.00
Fiscal quarter ending April 30, 1997 4.26:1.00
Fiscal quarter ending July 31, 1997 4.07:1.00
Fiscal quarter ending October 31, 1997 4.07:1.00
Fiscal quarter ending January 31, 1998 4.09:1.00
Fiscal quarter ending April 30, 1998 3.83:1.00
Fiscal quarter ending July 31, 1998 3.63:1.00."
</TABLE>
13. Section 9.12 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 9.12 is inserted in lieu thereof:
"9.12 Minimum Consolidated EBITDA. (a) Prior to the consummation of
---------------------------
the sale of Tele Control, Holdings will not permit Consolidated EBITDA for any
Test Period ended on the last day of a fiscal quarter set forth below to be less
than the amount set forth opposite such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter Ending Amount
--------------------- ------
<S> <C>
January 31, 1997 $29,356,000
April 30, 1997 $28,515,000
July 31, 1997 $30,537,000
October 31, 1997 $27,969,000
January 31, 1998 $29,149,000
April 30, 1998 $29,889,000
July 31, 1998 $30,491,000
</TABLE>
(b) On or after the consummation of the sale of Tele Control,
Holdings will not permit Consolidated EBITDA for any Test Period ended on the
last day of a fiscal quarter set forth below to be less than the amount set
forth opposite such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter Ending Amount
--------------------- ------
<S> <C>
January 31, 1997 $29,356,000
April 30, 1997 $26,791,000
July 31, 1997 $28,606,000
October 31, 1997 $24,844,000
January 31, 1998 $24,447,000
April 30, 1998 $25,569,000
</TABLE>
-11-
<PAGE>
July 31, 1998 $26,479,000".
14. The definition of "Applicable L/C Percentage" appearing in Section
11.01 of the Credit Agreement is hereby deleted in its entirety and the
following new definition of "Applicable L/C Percentage" is inserted in lieu
thereof:
"Applicable L/C Percentage" shall mean, at any time, a percentage per
annum equal to 2-3/4%.
15. The definition of "Applicable Margin" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the following proviso at
the end thereof:
", provided, however, from and after the Second Amendment Effective Date
-------- -------
the Interest Reduction Discount for Base Rate Loans shall no longer be
available and the Applicable Margin for A Term Loans, B Term Loans and
Revolving Loans that are maintained as Base Rate Loans and for Swingline
Loans initially shall be 1-1/4%, provided that such Applicable Margin shall
be increased to (x) 1-1/2% on and after July 31, 1997 in the event that the
Borrower has not repaid or prepaid at least $19,500,000 of Term Loans after
the Second Amendment Effective Date and on or before July 31, 1997 and (y)
2% on and after October 31, 1997 in the event that the Borrower has not
repaid or prepaid at least $23,000,000 of Term Loans after the Second
Amendment Effective Date and on or before October 31, 1997; provided
--------
further, however, if on any date after the Second Amendment Effective Date
----------------
the Borrower shall have repaid at least $15,000,000 of Term Loans in excess
of the amount of Scheduled Repayments that are due through such date (as
such Scheduled Repayments are determined on the Second Amendment Effective
Date) then such Applicable Margin from and after such date shall be reduced
permanently to 3/4 of 1%."
16. The definition of "A Term Loan Maturity Date" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the date "November
1, 1997" appearing therein and inserting the date "February 13, 1998" in lieu
thereof.
-12-
<PAGE>
17. The definition of "B Term Loan Maturity Date" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the date "January
31, 1997" appearing therein and inserting the date "April 30, 1997" in lieu
thereof.
18. The definition of "Final Maturity Date" appearing in Section 11.01
of the Credit Agreement is hereby deleted in its entirety and the following new
definition of "Final Maturity Date" is inserted in lieu thereof:
"Final Maturity Date" shall mean February 13, 1998, provided, however,
the Final Maturity Date shall automatically be extended to July 31, 1998 in
the event that the sale of Tele Control is consummated on or before April
15, 1997 in accordance with the terms of this Agreement.
19. The definition of "Required Banks" appearing in Section 11.01 of
the Credit Agreement is hereby amended by deleting the words "greater than 59%"
appearing in clause (B) thereof and inserting the words "equal to at least 70%"
in lieu thereof.
20. The definition of "Test Period" appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the following proviso at the end
thereof:
", provided, however, for purposes of determining compliance with Section
9.10 as of February 28, 1997, such period shall consist of the twelve
consecutive months of Holdings ending as of February 28, 1997 (taken as one
accounting period)".
21. Section 11.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:
"Second Amendment" shall mean the Second Amendment, dated as of
January 29, 1997, to this Agreement.
"Second Amendment Effective Date" shall have the meaning provided in
the Second Amendment.
-13-
<PAGE>
"Tele Control" shall mean Tele Control Kommunikations und
Computersysteme GesMBH, an Austrian corporation and a Wholly-Owned
Subsidiary of Holdings.
22. Notwithstanding anything to the contrary contained in the
definition of "Consolidated Fixed Charges", the principal repayment of Term
Loans made with the proceeds of the sale of Autotote CBS, Inc. shall be excluded
from the calculation of Consolidated Fixed Charges. In addition, notwithstanding
anything to the contrary contained in the definition of "Consolidated Interest
Expense," the fees contemplated to be paid by this Amendment, as well as the
reduction in the exercise price of the Warrants contemplated by the Amendment to
the September 1995 Warrant Agreement and the January 1996 Warrant Agreement in
the form attached hereto, shall be excluded from the calculation of
"Consolidated Interest Expense."
23. Holdings, the Borrower and the Banks hereby acknowledge and agree
that the Net Sale Proceeds from the sale of the assets or capital stock of Tele
Control shall (i) exclude any cash on the balance sheet of Tele Control to the
extent that the purchase price for such sale is increased by the amount of such
cash and (ii) include any proceeds released to Holdings or any of its
Subsidiaries from any escrow accounts established in connection with such sale.
24. Holdings, the Borrower and the Banks hereby acknowledge and agree
that, notwithstanding anything to the contrary contained in the Credit
Agreement, from and after the Second Amendment Effective Date (as defined
below), no new Interest Periods may be selected, the Eurodollar Rate interest
option shall no longer be available and all Loans shall be incurred and
maintained as Base Rate Loans, although any outstanding Eurodollar Loans on the
Second Amendment Effective Date may remain outstanding (and shall bear interest
as currently provided in the Credit Agreement) until the end of the respective
Interest Periods with respect thereto.
25. The Banks hereby waive the Event of Default that has arisen under
the Credit Agreement solely as a result of Holdings and the Borrower failing to
comply with the provisions of Section 9.10 of the Credit Agreement for the Test
Period ended on October 31, 1996.
-14-
<PAGE>
26. Notwithstanding anything to the contrary contained in the Credit
Agreement, for purposes of amending or modifying any provision of the Credit
Agreement which relates to the sale of Tele Control the "Required Banks" shall
be determined on the basis provided in clause (B) of the definition of "Required
Banks" appearing in Section 11.01 of the Credit Agreement.
27. The Borrower hereby covenants and agrees that, promptly upon
receipt of an invoice from each Bank's outside counsel, the Borrower shall pay
each such Bank's outside legal fees and expenses arising in connection with the
Second Amendment in an amount not to exceed $7,500 for each such Bank, provided
that the limitation set forth in this Section 27 shall not apply to the legal
fees and expenses of outside legal counsel to the Agent.
28. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) there exists
no Default or Event of Default on the Second Amendment Effective Date, after
giving effect to this Amendment, (ii) all representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects on the Second Amendment Effective Date, after
giving effect to this Amendment with the same effect as though such
representations and warranties had been made on the Second Amendment Effective
Date, (iii) neither Holdings nor any of its Subsidiaries has any defense, set-
off or counterclaim in respect of the Obligations or the Guaranteed Obligations
(as defined in the Credit Agreement and in the Subsidiaries Guaranty) nor do
they have any claim against the Agent, the Collateral Agent, any Issuing Bank or
any Bank arising out of, related to, or in connection with, any Credit Document
and (iv) the Obligations and the Guaranteed Obligations (as defined in the
Credit Agreement and in the Subsidiaries Guaranty) are and remain the legal,
valid and binding obligations of Holdings, the Borrower and the other Credit
Parties, as the case may be, enforceable against all such Credit Parties in
accordance with their respective terms.
29. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of
-15-
<PAGE>
any other provision of the Credit Agreement or any other Credit Document.
30. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
31. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
32. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when (i) Holdings, the Borrower and each Bank shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to the Agent at its Notice Office, (ii) Holdings and each Bank shall have signed
a counterpart of the Amendment to the September 1995 Warrant Agreement and the
January 1996 Warrant Agreement in the form attached hereto and (iii) the
Borrower shall have paid to the Agent for the pro rata distribution to the Banks
--- ----
(based on the Banks' outstanding Term Loan and Revolving Loan Commitments on the
Second Amendment Effective Date) an amendment fee equal to $250,000 in the
aggregate.
33. From and after the Second Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
* * *
-16-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
AUTOTOTE CORPORATION
By____________________________
_______
Title:
AUTOTOTE SYSTEMS, INC.
By___________________________
_______
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By___________________________
_______
Title:
BANK OF IRELAND,
GRAND CAYMAN BRANCH
By___________________________
_______
Title:
BANK POLSKA KASA OPIEKI,
S.A.
<PAGE>
By___________________________
_______
Title:
BHF-BANK
AKTIENGESELLSCHAFT
By___________________________
_______
Title:
By___________________________
_______
Title:
CREDITANSTALT CORPORATE
FINANCE, INC.
By___________________________
_______
Title:
By___________________________
_______
Title:
CORESTATES BANK
By___________________________
_______
Title:
<PAGE>
EUROPEAN AMERICAN BANK
By___________________________
_______
Title:
FLEET NATIONAL BANK
By___________________________
_______
Title:
<PAGE>
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND
CAYMAN
ISLAND BRANCH
By___________________________
_______
Title:
By___________________________
_______
Title:
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS OF AUTOTOTE CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 5,152
<SECURITIES> 0
<RECEIVABLES> 22,578
<ALLOWANCES> 2,315
<INVENTORY> 6,629
<CURRENT-ASSETS> 39,268
<PP&E> 182,887
<DEPRECIATION> 92,043
<TOTAL-ASSETS> 186,455
<CURRENT-LIABILITIES> 44,813
<BONDS> 40,000
0
0
<COMMON> 345
<OTHER-SE> (25,400)
<TOTAL-LIABILITY-AND-EQUITY> 186,455
<SALES> 35,515
<TOTAL-REVENUES> 35,515
<CGS> 21,555
<TOTAL-COSTS> 21,555
<OTHER-EXPENSES> 17,354
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,634
<INCOME-PRETAX> (7,028)
<INCOME-TAX> 395
<INCOME-CONTINUING> (7,423)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,423)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
