GTECH HOLDINGS CORP
8-K, 1996-06-10
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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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):
                             June 10, 1996


                           GTECH HOLDINGS CORPORATION
                  (Exact name of registrant as specified in its
                                   charter)


      Delaware                      1-11250               05-0450121

(State or other Jurisdiction    (Commission File No.)  (IRS Employer Identifica-
         of Incorporation)                                  tion No.)




55 Technology Way, West Greenwich, Rhode Island                        02817
(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code: (401) 392-1000



<PAGE>

Item 5. Other Events

         This Form 8-K is being filed for the purpose of setting  forth the text
of a press  release  dated June 10, 1996  issued by the Company  relating to its
first quarter of fiscal 1997 results.

         The text of said press release is as follows:

For Immediate Release                                Contact:  Robert Rendine
June 10, 1996                                                    401-392-7452

                 GTECH ANNOUNCES FIRST QUARTER RESULTS

WEST  GREENWICH,  RI -- (June 10, 1996) -- GTECH (NYSE  "GTK")  today announced
earnings for its first quarter of fiscal 1997, ended May 25, 1996.

Revenues  for the first  quarter  of fiscal  1997  totaled  $211.2  million, an
increase of 17.7 percent over the $179.4 million for the same period last year.

Net income for the quarter was $18.2 million, or $.42 per share, compared with
$18.3 million, or $.42 per share for the same period last year.

Service and product revenue

Service revenues continued their strong growth, totaling $195.0
million, up 17.9 percent compared with $165.3 million for the same period
last year.

Service revenue  increases were driven by the consolidation of $13.7 million in
revenue from Racimec, GTECH's subsidiary in Brazil,  a $10.7 million increase
from existing customers and $5 million from Transactive.  Transactive provides
services to governments in the electronic  distribution  of benefits,  licenses,
permits, and constituents information.

Product sales totaled $16.2 million,  up 14.8 percent from $14.1 million for the
same period last year, due primarily to the sale of one new central system,  the
sale of a new instant ticket validation system, and higher terminal sales.

Service and product gross margins

Gross margins on service revenues for the first quarter of fiscal 1997 decreased
to 32.4 percent from 37.8 percent for the same period last year.  The lower
margins resulted from the start-up losses at Racimec, coupled with higher
expenses relating to European operations.

The start-up losses at Racimec relate to new on-line lottery systems implemented
in fiscal  year  1996,  and  higher  infrastructure  costs to  support  expanded
operations in Brazil.  The higher costs in Europe were  associated with programs
to enhance  customer  satisfaction  and better  position  the Company to support
anticipated new business opportunities.

The unusually high jackpot  activity of the first quarter of fiscal 1996 did not
repeat in the first quarter of fiscal 1997.  This decline in the service margin,
however,  was  substantially  offset by new lottery games,  such as keno, in New
York and Georgia.

Gross margins on product sales increased to 43.4 percent,  from 26.9 percent for
the same period last year, due to a change in product mix.

The  comparison  of service  margins for this  quarter is  difficult  due to the
consolidation of Racimec and its attendant start-up  operating losses.  Historic
margins, except as noted for the first quarter of 1996, represent a true picture
of the strength of the business.

Expenses

Selling, general and administrative (SG&A) expenses were virtually flat
at $30.0 million, compared to $29.9 million for the fourth quarter of fiscal
1996, but up from $25.6 million for the same quarter last year.

As a percent of revenue,  SG&A  expenses were down to 14.2 percent for the first
fiscal  quarter,  compared to 15.5  percent for the previous  quarter,  and 14.3
percent  for the same  period last year.  The  increase  in  spending  primarily
supported  expanded  operations,  including  two of the  Company's  newly formed
ventures, Dreamport and WorldServ.

Dreamport, GTECH's gaming and entertainment subsidiary,  provides video lottery,
electronic bingo, and commercial keno systems,  and operates and supplies Native
American casinos.

WorldServ   designs,   implements  and  manages   communications   networks  and
value-added   information  technology  services  for  education  and  commercial
customers.

Investment and debt repayment

GTECH  continued  to invest in new  contracts  and the  expansion  of systems
in existing jurisdictions and also repaid debt with cash flow from operations.

Cash flow from  operations  was $52.8  million,  with $40.8 million  invested in
systems and  equipment  and other assets  relating to new  contracts.  The major
portion was for previously  announced new lottery  contracts in Washington State
and Missouri,  and the expansion of lottery  systems in existing  jurisdictions,
domestically  and  internationally.  Of the  remainder,  $8.5  million  repaid a
portion of the Company's  $379 million in debt.  At the end of the quarter,  the
Company had approximately $136 million of revolving credit available.

GTECH  Corporation   specializes  in  the  automation  of  lottery,  gaming  and
government  services  systems.  In the  lottery  industry,  GTECH is the world's
leading  supplier of products and  services,  with  contracts  to supply  and/or
operate  lottery systems for 28 U.S.  customers and 49 customers  outside of the
United States.

Consolidated statements of operation follow:

<PAGE>
<TABLE>

CONSOLIDATED INCOME STATEMENTS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
                                                              (Unaudited)
                                                           Three Months Ended
                                                                                          
                                                                                 
                                                     May 25,            May 27,
                                                      1996               1995
                                             ---------------  -----------------
                                (Dollars in thousands,except per share amounts)
<S>                                      <C>                  <C>   
Revenues:
      Services                           $         194,986            165,327
      Sales of products                             16,187             14,102
                                          ------------------  -----------------
                                                   211,173            179,429
Costs and expenses:
      Costs of services                            131,715            102,777
      Costs of sales                                 9,154             10,304
                                           ------------------  -----------------
                                                   140,869            113,081
                                          ------------------  -----------------

Gross profit                                        70,304             66,348

Selling, general and administrative                 29,952             25,595
Research and development                             6,630              7,531
                                           ------------------  -----------------

Operating income                                    33,722             33,222

Other income (expenses):
      Interest income                                  550              2,061
      Equity in earnings of unconsolidated 
          affiliates                                 3,217              2,272
      Other income                                      46                164
      Interest expense                              -6,151             -6,150
                                           ------------------  -----------------

Income before income taxes                          31,384             31,569

Income taxes                                       -13,181            -13,259
                                           ------------------  -----------------

Net income                               $          18,203             18,310  
                                           ==================  =================

Earnings per common share:               $             .42                .42  
                                           ==================  =================

Weighted average common shares outstanding      43,086,000         43,321,000

                                            =================  =================
</TABLE>
<PAGE>

<TABLE>

CONSOLIDATED BALANCE SHEETS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
                                                    (Unaudited)
                                                  May 25,         February 24,
ASSETS                                              1996             1996
                                                --------------  ---------------
                                            (In thousands, except share amounts)
<S>                                          <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents               $          8,343    $       8,519
     Trade accounts receivable                         77,355           73,755
     Inventories                                       47,055           43,669
     Deferred income taxes                             25,661           25,661
     Other current assets                              11,696           12,601
                                                --------------  ---------------
                          TOTAL CURRENT ASSETS        170,110          164,205

SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO
 CONTRACTS                                            930,771          887,194
Less: Accumulated Depreciation                       -457,211         -417,948
                                                  ------------    -------------
                                                      473,560          469,246

PROPERTY, PLANT & EQUIPMENT                            70,175           67,707
Less: Accumulated Depreciation                        -36,579          -34,299
                                                  ---------------  ------------ 
                                                       33,596           33,408

GOODWILL, net                                         113,847          114,843

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED 
     AFFILIATES                                        53,206           49,068
OTHER ASSETS                                           27,755           28,610
                                                --------------  ---------------
                                                $     872,074   $      859,380
                                                ==============  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Short-term borrowings                      $         468   $          951
     Accounts payable                                  40,143           46,343
     Accrued expenses                                  53,071           54,465
     Advance payments from customers                   11,146           12,110
     Employee compensation                             17,267           24,929
     Income taxes payable                              19,764              ---
     Current portion of long-term debt                  4,021            3,993
                                                --------------  ---------------
               TOTAL CURRENT LIABILITIES              145,880          142,791

LONG-TERM DEBT, less current portion                  375,014          382,930

OTHER LIABILITIES                                      29,579           30,264

DEFERRED INCOME TAXES                                   6,670            6,670

SHAREHOLDERS' EQUITY
     Preferred Stock, par value $.01 per share--
      20,000,000 shares authorized, none issued          ---              ---
     Common Stock, par value $.01 per share--150,000,000
      shares authorized, 43,771,893 and 43,739,520 shares
      issued at May 25, 1996 and February 24, 1996,
      respectively; 43,054,212 and 43,021,839 shares
      outstanding at May 25, 1996 and February 24, 1996,
      respectively                                        438              437
     Additional paid-in capital                       168,370          167,758
     Equity carryover basis adjustment                 -7,008           -7,008
     Translation adjustment                            -1,073             -463
     Retained earnings                                169,141          150,938
                                                 --------------  ---------------
                                                      329,868          311,662

     Less cost of 717,681 shares in treasury          -14,937          -14,937
                                                  ------------    -------------
                                                      314,931          296,725
                                                  ============    =============
                                                      872,074   $      859,380
                                                 ==============  ===============
</TABLE>
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the  Securities  Exchanges  Act,  the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized, on June 10, 1996.




                           GTECH HOLDINGS CORPORATION




                              By: /s/ William Y. O'Connor
                                 ____________________________________
                                     William Y. O'Connor
                                     President & Chief Operating Officer








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