May 23, 1997
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Re: GTECH Holdings Corporation Annual Report on Form 10-K
Gentlemen:
On behalf of GTECH Holdings Corporation (the "Company"), I enclose for filing
via the EDGAR System, the Company's Annual Report on Form 10-K (including
Exhibits) for fiscal 1997, which ended on February 22, 1997.
The required filing fee of $250.00 has been paid by wire transfer in accordance
with the procedures set forth in Instructions for Filing Fees--Rule 3(a) of the
Commission's Informal and Other Procedures.
Please note that the financial statements contained in the Form 10-K do not
reflect a change from the preceding year in any accounting principles or
practices or the method of applying such principles or practices.
Sincerely,
s/Brendan J. Radigan
_______________________
Brendan J. Radigan
Assistant General Counsel
cc: New York Stock Exchange (w/enclosures)
<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 22, 1997
Commission File No: 1-11250
GTECH Holdings Corporation
Delaware 05-0450121
(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
55 Technology Way, West Greenwich, Rhode Island 02817
(401) 392-1000
(Address and telephone number of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Common Stock $.01 par value
-------------------
Name of Each Exchange on which Registered: New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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. [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]
The aggregate market value of the registrant's Common Stock (its only voting
stock) held by non-affiliates of the registrant as of May 14, 1997 was
$1,553,452,940 (Reference is made to Page 41 herein for a statement of the
assumptions upon which this calculation is based.)
On May 14, 1997, there were outstanding 42,022,920 shares of the registrant's
Common Stock.
Documents Incorporated By Reference: Certain portions of the registrant's 1997
definitive proxy statement relating to its scheduled July 1997 Annual Meeting of
Shareholders (which proxy statement is expected to be filed with the Commission
not later than 120 days after the end of the registrant's last fiscal year) are
incorporated by reference into Part III of this report.
<PAGE>
PART I
ITEM 1. BUSINESS
General
GTECH Corporation ("GTECH") is the world's leading operator of
computerized on-line lottery systems and the wholly owned subsidiary of GTECH
Holdings Corporation ("Holdings"; collectively with its direct and indirect
subsidiaries, including GTECH, the "Company"). The Company currently operates
on-line lottery systems for 29 of the 38 on-line lottery authorities in the
United States and has supplied or currently operates on-line lottery systems for
50 of the 77 international on-line lottery authorities. The Company, seeking to
develop growth opportunities outside of the on-line lottery industry, is
actively involved in the emerging electronic benefits delivery industry and the
pursuit of gaming opportunities other than on-line lottery such as destination
gaming and video lottery.
Since the establishment of the first on-line lottery in 1975, the
on-line lottery industry has experienced substantial growth, as governments have
increasingly relied on lotteries as a non-tax source of revenue. In 1996, ticket
sales in the on-line lottery industry were approximately $20.6 billion in the
United States. The Company believes the on-line lottery industry will continue
to grow, assuming, as anticipated, that additional international jurisdictions
implement on-line lotteries and international and United States jurisdictions
with existing on-line lotteries expand their lottery systems and introduce new
lottery products and games.
The Company's core business consists of providing on-line lottery
services and products to governmental lottery authorities and governmental
licensees worldwide. The Company offers its customers a full range of lottery
services, including the design, assembly, installation, operation, maintenance
and marketing of on-line lottery systems and instant ticket support systems and
services. The Company's lottery systems consist of numerous lottery terminals
located in retail outlets, central computer systems, systems software and game
software, and communications equipment which connects the terminals and the
central computer systems.
Historically, the majority of the Company's lottery customers in the
United States have entered into long-term service contracts pursuant to which
the Company provides, operates and maintains the customers' on-line lottery
systems in return for a percentage of the gross lottery revenues. Many of the
Company's international lottery customers have purchased their on-line lottery
systems, although some, especially lottery authorities in Eastern Europe and
Latin America, have entered into long-term service contracts with the Company.
Although product sales increased in fiscal year 1997 over fiscal 1996 levels, in
recent years there has been an industry movement away from product sales in
favor of long-term service contracts. In fiscal 1993, approximately 70% of the
Company's lottery revenues were derived from its portfolio of long-term on-line
lottery service contracts with substantially all of the remainder being derived
from lottery product sales. In fiscal 1997, approximately 87% of the Company's
lottery revenues were derived from on-line lottery service contracts. The
Company believes that revenues attributable to product purchases by lotteries
during fiscal 1998 are likely to remain closer to the percentage level realized
in fiscal 1997 than to the fiscal 1993 level.
In recent years, lottery authorities have recognized that by offering
new games or products, lotteries are able to generate significant additional
revenues. An important part of the Company's strategy is to develop new products
and services for its customers in order to increase their lottery revenues. The
Company's principal on-line products and services introduced in recent years
consist of keno, instant ticket support systems and services and
BingoVision(TM). Keno, an on-line lottery game which features drawings as often
as every five minutes, was first introduced by the Company and the Lotteries
Commission of South Australia in 1990 and subsequently has been introduced
successfully by the Company and lottery authorities in 17 additional
jurisdictions on four continents. The Company currently provides instant ticket
support services, products and systems in 23 domestic jurisdictions and 11
jurisdictions outside of the United States. BingoVision(TM), a televised
bingo-based lottery game developed by the Company, has been implemented by the
Company in six jurisdictions. In fiscal 1997, the Company organized GameScape,
Inc. ("GameScape") as a vehicle to develop, test, package, and introduce new
games targeted to the marketing needs of its lottery customers. See "Products
and Services Introduced in Recent Years."
The Company also has broadened its product lines outside of its core
business of providing on-line lottery services and products. In August 1993, the
Company acquired a benefits delivery business as part of its acquisition of the
parimutuel wagering business of General Instrument Corporation which the Company
conducted through its AmTote International, Inc. subsidiary ("AmTote"). The
Company divested AmTote during fiscal 1996 but continues to build upon the
benefits delivery operations. The Company's benefits delivery systems provide
secure, high volume transaction processing of food stamps, Aid to Families with
Dependent Children and other benefits on behalf of governmental authorities. The
Company, principally through its wholly-owned subsidiary, Transactive
Corporation ("Transactive"), currently provides to the State of Texas and to the
State of Illinois Department of Public Aid benefits delivery systems and
services. The State of Texas, through Transactive, currently operates the
largest electronic benefits delivery system in the United States. See
"Significant Developments Since the Start of Fiscal 1997."
In November 1994, the Company announced the formation of its Gaming
Group, later incorporated as Dreamport, Inc. ("Dreamport"), to pursue gaming
opportunities other than on-line lottery, including video lottery and
destination gaming. In May 1995, the Company announced an agreement with Full
House Resorts, Inc. ("Full House") to finance and develop Native American and
casino gaming opportunities. One such opportunity, a casino on Native American
lands in Coos Bay, Oregon, became operational in May 1995. In addition, in
February 1996, the Company and Full House entered into agreements with Delaware
State Fair and Harrington Raceway, Inc. respecting the financing and
construction of a gaming facility at the Delaware State Fairground, Kent County,
Delaware, and other opportunities are being developed by the Company and Full
House. The Harrington Raceway facility opened under the name Midway Slots and
Racebook during fiscal 1997. See "Significant Developments Since the Start of
Fiscal 1997" below.
In fiscal 1996, the Company formed a subsidiary, GTECH Worldserv, Inc.
to provide network communications services to private sector clientele. This
business is still in its start-up phase. See "Significant Developments Since the
Start of Fiscal 1997" and "Products and Services Introduced in Recent Years"
below.
GTECH was founded in 1980. Holdings acquired GTECH in a leveraged
buy-out, in which members of senior management of GTECH participated, that was
completed on February 1, 1990.
The Company's principal executive offices are located at 55 Technology
Way, West Greenwich, Rhode Island 02817, and its telephone number is (401)
392-1000.
<PAGE>
Factors That May Affect Future Performance
The future performance of the Company's business is subject to the
factors set forth below, as well as the other considerations described elsewhere
herein.
Certain statements contained in this Report are forward looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934. Such statements include, without
limitation, statements relating to (i) the future prospects for and stability of
the lottery industry and other businesses in which the Company is or expects to
be engaged, (ii) the future operating and financial performance of the Company,
(iii) the ability of the Company to retain existing business and to obtain and
retain new business, and (iv) the results and effects of legal proceedings and
investigations. Such forward looking statements reflect management's assessment
based on information currently available, but are not guarantees and are subject
to risks and uncertainties which could cause actual results to differ materially
from those contemplated in the forward looking statements. These risks and
uncertainties include but are not limited to those set forth herein and in the
Company's press releases and filings with the Securities and Exchange
Commission.
Governmental Regulation
In the United States, lotteries are not permitted in a particular
jurisdiction unless expressly authorized by law in such jurisdiction. Once
authorized, the ongoing operation of a lottery is highly regulated. Lottery
authorities generally conduct an intensive investigation of the Company and its
employees prior to and after the award of a lottery contract and may require
removal of any employees deemed to be unsuitable. To date, the Company has never
been disqualified from receiving a lottery contract or operating a lottery
system as a result of any such investigation. Certain jurisdictions also require
extensive personal and financial disclosure and background checks from persons
and entities beneficially owning a specified percentage (typically 5% or more)
of the Company's securities. The failure of such beneficial owners to submit to
such background checks and provide such disclosure could jeopardize the award of
a lottery contract to the Company or provide grounds for termination of an
existing lottery contract. Transactive, which is engaged primarily in providing
computerized networks and services to governments for electronic benefits
transfers, is also subject to extensive state as well as federal regulatory
requirements.
The international jurisdictions in which the Company markets its
lottery systems also usually have legislation and regulations governing lottery
operations. The regulation of lotteries in these international jurisdictions
typically varies from the regulation of lotteries in the United States. In
addition, restrictions are often imposed on foreign corporations seeking to do
business in such jurisdictions. As a result, the Company has found it desirable
in a number of instances to ally itself as a subcontractor or joint venture
partner with a local company in seeking international lottery contracts.
<PAGE>
Maintenance of Business Relationships and Certain Legal Matters
A significant portion of the Company's revenues and cash flow is
derived from its portfolio of long-term on-line lottery service contracts. The
Company's on-line lottery service contracts typically have an initial term of
five years and usually provide the customer with options to extend the contract
under the same terms and conditions for additional periods generally ranging
from one to five years. The Company's customers have generally exercised the
extension options under their contracts or negotiated extensions on different
terms and conditions. Upon the expiration of a contract, lottery authorities may
award new contracts through a competitive procurement process. There can be no
assurance that, in the future, the Company's contracts will be extended or that
it will be awarded new contracts as a result of competitive procurement
processes. The Company's lottery contracts typically permit a lottery authority
to terminate the contract at any time for failure to perform and other specified
reasons, and many of such contracts permit the lottery authority to terminate
the contract at will and do not specify the compensation, if any, to which the
Company would be entitled were such termination to occur. To date, no lottery
authority has ever exercised its option to terminate at will during the contract
term or has ever terminated a contract with the Company for failure to perform.
The termination of or failure to renew one or more lottery contracts could,
depending upon the circumstances, have a material adverse effect on the
Company's business and prospects.
The Company regularly engages public affairs and governmental relations
advisors, including lobbyists, in various jurisdictions to advise legislators
and the public in connection with lottery legislation, to monitor potential
lottery legislation and to advise the Company in connection with the Company's
lottery and benefits delivery contract proposals. The Company also makes
contributions to various political parties and associations but does not make
contributions to individual candidates or their campaigns.
It has not been uncommon in the lottery industry for investigations of
various types, including grand jury investigations, to be conducted by federal
or state law enforcement and other officials into possible undue influence,
bribery or other improprieties or wrongdoing in connection with efforts to
obtain or the awarding of lottery contracts and related matters. Such
investigations often are called for by disappointed competitors or politicians
(who may include those opposed to gaming or the lottery business). Some
investigations in the past have involved the Company, or its consultants,
lobbyists or representatives, directly or indirectly, and the Company is aware
of federal grand jury investigations currently being conducted by the U.S.
Attorneys in New Jersey and Texas.
As previously publicly reported, in October 1994, the U.S. Attorney's
Offices for the Western District of Kentucky and for the District of New Jersey
announced that separate indictments had been returned by federal grand juries in
those jurisdictions against J. David Smith, the former sales manager of the
Company (who resigned in early 1994 for reasons unrelated to the indictments),
and several other individuals who served as consultants or suppliers to the
Company. The indictments alleged essentially that, unbeknownst to the Company,
Mr. Smith had received kickbacks from the consultants and suppliers for his own
benefit. The indictments did not charge the Company with any wrongdoing, and the
actions complained of did not affect the Company's Kentucky or New Jersey
lottery operations. In January 1995, at the conclusion of the Government's case,
the U.S. District Court for the Western District of Kentucky dismissed all
charges against Mr. Smith and the other defendant, a GTECH supplier. The New
Jersey trial of Mr. Smith and two consultants commenced in September 1996 in the
U.S. District Court for New Jersey, and in October 1996 Mr. Smith and one of the
two consultants were found guilty of all charges. The other consultant was found
not guilty. Mr. Smith has moved for a new trial. In the midst of these events,
the New Jersey Lottery Commission awarded GTECH a contract to continue operating
the state lottery.
Subsequent to the Smith trial, the New Jersey U.S. Attorney announced
in a press release that a grand jury investigation in that jurisdiction is
continuing but did not specify the scope of such investigation. Thereafter, the
New Jersey U.S. Attorney's Office issued subpoenas to GTECH, one of which is
being disputed by GTECH. The Texas U.S. Attorney's Office in the past has also
issued subpoenas to GTECH. GTECH is cooperating with these investigations.
As previously publicly reported, the United States Attorney's Office in
Georgia recently advised GTECH's counsel that its grand jury investigation,
which GTECH previously reported, has terminated. No charges were brought against
GTECH.
No charges of wrongdoing have ever been brought against GTECH or the
Company by any grand jury or other governmental authority. On two occasions in
the past, charges of wrongdoing were brought against non-employee lobbyists
retained by GTECH, but neither lobbyist was found guilty of any activities
relating to GTECH.
The Company does not believe that it has engaged in any wrongdoing in
connection with these matters. However, since the current investigations are
still underway and are conducted largely in secret, the Company lacks sufficient
information to determine with certainty their ultimate scope and whether the
government authorities will assert claims resulting from these or other
investigations that could implicate or reflect adversely upon the Company.
Because the Company's reputation for integrity is an important factor in its
business dealings with lottery and other governmental agencies, if government
authorities were to make an allegation of, or if there were to be a finding of,
improper conduct on the part of or attributable to the Company in any matter,
such an allegation or finding could have a material adverse effect on the
Company's business, including its ability to retain existing contracts and to
obtain new or renewal contracts. In addition, continuing adverse publicity
resulting from these investigations and related matters could have such a
material adverse effect.
As widely reported in the Texas media, the Texas Lottery Commission is
inquiring of GTECH regarding its business relationships relating to the Texas
Lottery and GTECH has cooperated with that inquiry. The Texas Lottery is also
inquiring about several other matters which could have material negative
implications with respect to GTECH's business in Texas, including the following:
- GTECH's consulting contracts with Ben Barnes, former
Lieutenant Governor of Texas, which contracts were entered
into in 1991 and were bought out and terminated by the Company
in February 1997;
- GTECH's retention in October 1992 of Michael
Moeller, a friend of Nora Linares, the then Executive Director
of the Texas Lottery, as a consultant regarding New Mexico;
- Mr. Barnes' gift in December 1992 of a $100 paperweight to then Governor of
Texas, Ann Richards;
- Any other instances in which GTECH entertained or gave a gift
to a state official (without reimbursement).
In addition, the Texas State Auditor has issued to GTECH a Request for
Information, and GTECH is complying with that request.
In March 1997, the Texas Lottery Commission directed its staff to
prepare and circulate by June 30, 1997, a request for proposals with respect to
the entire Texas Lottery contract currently held by GTECH, as well as requests
for proposals for various portions of that contract. However, the Chairman of
the Commission has declared that this action is not and should not be deemed an
exercise by the Texas Lottery of the termination provision of GTECH's contract,
without cause, upon 30 days prior notice. The Texas Lottery Commission has
further asserted that it has no obligation to deal with GTECH in good faith with
respect to the termination of its contract with the Company, a position with
which GTECH strongly disagrees. Pursuant to the amendment to GTECH's contract
executed in April 1996 which extended the term of the contract for five years,
the Company is making major capital investments of more than $20 million and has
incurred significant related expenses. (See Note E to Consolidated Financial
Statements and Item 7--"Management's Discussion and Analysis of Financial
Condition and Results of Operations" herein.) The Texas Lottery contract is
GTECH's largest, accounting for approximately 16% of GTECH's total revenues in
fiscal 1997 and a significant percentage of operating income. GTECH is pursuing
all available options to ensure that its contract, amended to extend through
August 2002 and negotiated in good faith with the Texas Lottery, is honored.
In April 1997, Nora Linares, the former Executive Director of the Texas
Lottery Commission, filed suit against GTECH and James Hosker, the Company's
Texas Site Director (captioned Nora Alicia Linares v. GTECH Corporation and
James Hosker, et al.), in the District Court of Travis County, Texas (261st
Judicial District). Ms. Linares, who had been terminated as Executive Director
of the Texas Lottery Commission in January 1997, alleges that GTECH, in
violation of Texas State Law and its lottery contract with the State of Texas,
tortiously interfered with her employment relationship with her former employer
by, among other things, hiring Michael Moeller as a consultant, and
intentionally inflicted emotional distress upon her. Ms. Linares seeks both a
declaratory judgment setting forth the rights, duties and responsibilities which
GTECH owes to public officials such as Ms. Linares, as well as actual and
exemplary damages from GTECH. GTECH believes that this lawsuit is without merit
and is defending itself (and Mr. Hosker) vigorously. On May 2, 1997, GTECH filed
a notice of removal in the Austin Division of the United States District Court
for the Western District of Texas, seeking to have the case transferred from the
state court to the federal court.
As previously publicly reported, in December 1995, Richard Branson filed suit in
the United Kingdom's High Court of Justice (Queen's Bench Division) against
GTECH U.K. Corporation, a subsidiary of the Company, and Robert Rendine, its
press spokesman (captioned Richard Branson v. GTECH U.K. Corporation and Robert
Rendine), and in January 1996, Mr. Branson filed suit in this same court against
the Company's Chairman, Guy B. Snowden (captioned Richard Branson v. Guy
Snowden), alleging in both cases that the defendants had libeled Mr. Branson in
responding to certain allegations which had been made by Mr. Branson. Mr.
Branson, whose consortium in 1994 lost the bid to operate the United Kingdom
National Lottery, had alleged in a television program broadcast in the U.K.
in December 1995 that Mr. Snowden had offered him an inducement in September
1993 not to bid for the U.K. lottery contract. Mr. Snowden and the Company have
categorically denied Mr. Branson's allegations. In addition, Mr. Snowden filed
suit in January 1996 in the U.K. against Mr. Branson alleging that Mr. Branson's
televised allegations libeled Mr. Snowden. The Director General of the U.K.
Lottery subsequently appointed Anne Rafferty Q.C. to conduct an inquiry into
Mr. Branson's allegations that Mr. Snowden had attempted to bribe him. In July,
1996 a report setting forth the results of Ms. Rafferty's inquiry was made
public. That report found no evidence supporting Mr. Branson's
allegations that Mr. Snowden had attempted to bribe him. The trial on these
matters currently is scheduled to commence in January 1998, and the Company
intends to defend its Chairman, subsidiary and press spokesman vigorously
against Mr. Branson's claims. Moreover, Mr. Snowden intends to pursue his claim
against Mr. Branson.
Investments in Racimec and Transactive
The Company has substantial investments in its subsidiaries,
Transactive and Racimec Informatica Brasileira S.A. ("Racimec") which were not
profitable in fiscal 1997. See Item 7--"Management's Discussion and Analysis of
Financial Condition and Results of Operations" herein and Note E to Consolidated
Financial Statements for information concerning the Company's investments in
Transactive and Racimec.
The prospects for the Company's electronic benefits transfer ("EBT")
business may be adversely affected by recently enacted federal legislation which
endorses efforts of the U.S. Department of Treasury to permit only certain
large, federally-insured banks to participate in the procurement process for EBT
systems and services. In March 1995, the Department of Treasury issued an
Invitation to Express Interest ("IEI") by which it solicited a full range of EBT
services on behalf of a coalition of states known as the Southern Alliance of
States (the "SAS"). In March 1995, Transactive sued the United States and the
Department of Treasury in the U.S. District Court for the District of Columbia
in connection with this IEI because the only "financial agents" permitted to
respond to the IEI were certain large, federally-insured financial institutions.
Transactive appealed an adverse determination by the U.S. District Court to the
U.S. Court of Appeals for the District of Columbia Circuit which ruled in August
1996 that Treasury's use of the IEI process in which only federally-insured
banks may participate to select an EBT vendor for the SAS states was unlawful
under the federal Administrative Procedure Act. In September 1996, however, the
President signed into law an "omnibus appropriations bill" which appears to
nullify the U.S. Court of Appeals' August 1996 decision. The law purports to
authorize Treasury to continue with the existing EBT pilot for the SAS,
including its designation of a Transactive competitor as a financial agent of
the Government, and appears to insulate many aspects of the EBT pilot from
judicial review. More importantly, the bill authorizes Treasury prospectively to
procure EBT services, including the distribution of state administered benefits
subject to applicable state consents, by financial agents determined in
accordance with any process the Secretary of the Treasury deems appropriate. To
date, Treasury has not acted under this legislation to procure EBT services for
state-administered benefits.
In addition, the prospects for the Company's EBT business may be
adversely affected by federal welfare reform, and similar initiatives of states
to reduce the rolls of those eligible to receive government benefits. To the
extent such efforts are successful, compensation received by providers of EBT
systems and services, which is typically calculated on a per-recipient basis, is
likely to be reduced.
Fluctuation of Quarterly Operating Results
The Company has experienced and may continue to experience significant
fluctuations in operating results from quarter to quarter due to such factors as
the amount and timing of product sales, the occurrence of large jackpots in
lotteries (which increase the amount wagered and the Company's revenue) and
expenses incurred in connection with lottery start- ups and other new ventures.
Liquidated Damages Under Contracts
The Company's lottery and EBT contracts typically permit termination of
the contract at any time for failure of the Company to perform and for other
specified reasons and generally contain demanding implementation schedules and
performance schedules. Failure to perform under such contracts may result in
substantial monetary liquidated damages, as well as contract termination. Many
of the Company's lottery contracts permit the lottery authority to terminate the
contract at will and do not specify the compensation, if any, to which the
Company would be entitled should such termination occur. Certain of the
Company's United States lottery contracts have contained provisions for up to
$700,000 a day in liquidated damages for late system start-up and provide for up
to $10,000 or more in penalties per minute for system downtime in excess of a
stipulated grace period, and certain of the Company's international customers
(most notably the United Kingdom's National Lottery) similarly reserve the right
to assess substantial monetary damages in the event of contract termination or
breach. Although such liquidated damages provisions are customary in the lottery
industry and the actual liquidated damages imposed are generally subject to
negotiation, such provisions in the Company's lottery contracts present an
ongoing potential for substantial expense. Liquidated damages are generally
deducted directly from revenues the Company has otherwise earned from the
lottery authorities and are budgeted by the Company on an annual basis. Lottery
contracts generally require the vendor (i.e., the Company) to post a performance
bond, which in some cases may be substantial, securing the vendor's performance
under such contracts.
EBT contracts may also provide for significant liquidated damages and
termination penalties to be assessed against vendors in certain circumstances.
For example, Transactive's EBT contract with the Texas Department of Human
Services provides for liquidated damages of up to $250,000 per day in certain
circumstances.
Liquidated damages paid or incurred by the Company with respect to its
contracts equaled 0.42%, 0.53%, 0.50%, 0.23% and 0.25% of annual revenues in
each of the five fiscal years ending February 1993 through 1997, respectively.
<PAGE>
Significant Developments Since the Start of Fiscal 1997
Lottery Awards and Contracts
Since the start of fiscal 1997 (which ended on February 22, 1997), the
Company has received a number of service contract awards and extensions from
lottery authorities.
New On-Line Customers. During fiscal 1997, the Company received awards
from two new on-line lottery customers. In January 1997, a contract to provide
on-line lottery services and technology to Caixa Economica Federal ("CEF"), the
financial institution which runs Brazil's National Lottery, was awarded to
Racimec Informatica Brasileira S.A. ("Racimec"), the Company's Brazil
subsidiary, following a competitive bid. It is expected that the National
Lottery, which is to be gradually converted from CEF's existing off-line
lottery, will upon full conversion be among the world's largest on-line lottery
systems with more than 10,000 terminals. The four-year facilities management
contract may be extended by CEF for up to four additional years. In June 1996,
the New Mexico lottery authority selected the Company to provide equipment and
services for the first on-line lottery system in New Mexico. The New Mexico
lottery represents the thirty-eighth government-authorized lottery in the United
States and the first new on-line lottery start-up in the United States since
1994. The New Mexico lottery commenced on-line lottery sales in October 1996 and
the Brazil National Lottery commenced on-line lottery sales in May 1997 with
approximately 400 terminals.
In addition, in July 1996, the Washington State lottery authority
commenced on-line sales under a lottery system provided under its September 1995
agreement with the Company. In June 1995, the Company had been selected to
provide on-line lottery equipment and services to the Washington State lottery
upon the expiration of the lottery authority's then-existing contract with a
competitor of the Company.
Other New On-Line Contracts and Extensions. Since the start of fiscal
1997, the Company was awarded new on-line service contracts by, or received
contract extensions from, a number of its existing customers. In June 1996, the
Company was selected by the New Jersey lottery authority to supply, operate and
maintain a new on-line lottery system for New Jersey and signed a one-year
agreement to provide equipment and services to the Arizona lottery authority.
The Arizona contract, which was signed on an emergency basis, became effective
upon early termination of the lottery authority's contract with its former
supplier, and may be extended for an unlimited number of ninety-day extensions
at the lottery authority's option. The New Jersey lottery commenced on-line
sales on the new system in November 1996, and the Arizona lottery commenced
on-line sales on the new system in July 1996.
In addition, during fiscal 1997, the lottery authorities of Oregon,
Wisconsin, Kansas and Rhode Island awarded new on-line lottery contracts to the
Company, and the lottery authorities of California and Illinois extended the
terms of their on-line lottery contracts with the Company. The Wisconsin lottery
commenced on-line sales in May 1997. The Oregon lottery is currently scheduled
to commence on-line sales in November 1997, and the Kansas and Rhode Island
lotteries are both currently scheduled to commence on-line sales in October
1997. In April 1996, the Texas lottery authority agreed to amend its lottery
contract with the Company so as to extend the term of the contract for five
additional years (i.e. through August 2002). Under the terms of the contract
amendment, the Company is required to replace the existing Texas lottery central
computer system, upgrade the lottery's software, construct a new satellite hub
and provide additional terminals. The amendment annually reduces over its
five-year term the percentage rate of the Texas Lottery's revenues which the
Company is to receive as compensation under its agreement with the Texas lottery
authority. The Texas Lottery Commission has subsequently voted to rebid the
Company's lottery contract and has announced its intention to circulate requests
for proposal by June 30, 1997. The Company is pursuing all available options to
insure that its contract extension is honored. See "Maintenance of Business
Relationships and Certain Legal Matters" herein.
After the close of fiscal 1997, the Kentucky lottery authority entered
into a new five-year contract with the Company under which the Company will
provide on-line services and equipment. The Company, which has been providing
on-line services and equipment for the Kentucky lottery authority continuously
since 1989, was invited to negotiate a new contract after the Kentucky lottery
authority accepted a competitor's withdrawal of its proposal.
Product Sales Contracts. During fiscal 1997, the Company also entered into
several new product sales contracts.
In June 1996, the Company announced that it had been awarded a product
sales contract to replace the entire on-line lottery terminal network for the
Lotteries Commission of Western Australia, and that it had signed a contract to
sell lottery equipment, including terminals, to Software de Juegos, which
supplies on-line lottery products and services to the provincial lottery of
Buenos Aires, Argentina. In December 1996, the Massachusetts lottery authority,
which has been operating its own on-line system since 1981, entered into an
agreement with Digital Equipment Corporation, with the Company as its primary
subcontractor, under which the Company provides on-line products and services to
the Massachusetts lottery authority. In December 1996, the Company also
announced that it had entered into a product sales agreement with AB Tipstjanst,
its lottery customer in Sweden, under which it will sell an on-line central
system and related software. The contract also requires the Company to provide
software development and maintenance services to the Swedish lottery authority.
After the close of fiscal 1997, the Company entered into a new product
sales contract to provide on-line lottery equipment and services for the New
Zealand Lottery Commission. The contract also includes a five-year services
agreement under which GTECH will provide system and terminal maintenance.
Benefits Delivery Systems Awards and Contracts
The Company in recent years has sought to build upon its expertise in
providing secure, high volume transaction processing systems and services for
governmental authorities through its involvement in the emerging government
benefits delivery industry. Through Transactive, the Company is active in the
business of providing government benefits delivery systems and services.
In November 1996, the Company announced that Transactive had been
selected to negotiate a contract to supply equipment and services for an
electronic benefit transfer ("EBT") system to the Mississippi Department of
Human Services. When final, the contract is expected to have a five-year term,
subject to extension by Mississippi for up to two additional years. Upon
statewide implementation, it is presently expected that the EBT system will
serve approximately 175,000 households through more than 3,800 retailer
locations. The selection of Transactive has been protested by a competing bidder
for the contract award, and the protest was heard in April 1997, but no decision
has been rendered to date. As a result of the protest proceedings, Transactive
and the Mississippi Department of Human Services have not yet begun negotiating
the EBT contract. Transactive believes that its selection was proper and that
the protest will be rejected.
In December 1996, the Company announced that Transactive had been
selected to negotiate a contract to supply equipment and services for an EBT
system to the Indiana Family and Social Services Administration. Negotiation of
that contract is ongoing. When final, the contract is expected to have a
five-year term, subject to extension by the State for up to two additional
years.
The Company acquired a contract to provide an on-line system and
services for the distribution of public assistance funds and food stamps for the
Human Resources Administration of the City of New York ("HRA") in August 1993.
Transactive continues to provide this system and services to HRA pursuant to an
extension of its contract which was originally to expire on December 31, 1996.
Transactive and HRA are negotiating a new contract pursuant to which it shall
continue to provide such system and services at least through June 30, 1998,
subject to extension by HRA through December 1999. The State of New York (the
lead state of the Northeast Coalition of States), through its Department of
Social Services ("DSS") entered into an EBT contract with a competitor of
Transactive in April 1996 (the "DSS EBT Contract"). As previously publicly
reported, if this award becomes final, HRA's program of delivering public
assistance funds and food stamps will likely be subsumed within the New York
State program and Transactive's contract, which is profitable, will likely
terminate as a result. In June 1996, Transactive filed a petition in the New
York State Supreme Court against DSS, the competitor and others, seeking to
overturn award of the DSS EBT Contract. In April 1997, the Court annulled and
declared void the DSS EBT Contract (as well as all other contracts that resulted
from the RFP issued by DSS on behalf of the Northeast Coalition of States) and
in May 1997, both DSS and the contracting EBT system vendor appealed the Supreme
Court's decision to the New York State Court of Appeals. Transactive will
vigorously defend the appeal of the Supreme Court's judgment.
Dreamport
During fiscal 1997, Dreamport, the Company's non-lottery gaming
subsidiary, announced that it had entered into two strategic relationships to
develop and exploit markets for video lottery products and services. In
September 1996, International Game Technology ("IGT") and Dreamport announced
the launch of IGDreamport, a joint venture that will pursue opportunities in the
emerging public video lottery gaming market. IGDreamport will develop, improve
and market video lottery technology, games and services designed to expand the
product offerings available to government sponsored lotteries worldwide. In
addition, in January 1997, Dreamport announced the formation of a joint venture
with IGT and Sodak Gaming, Inc. for the purposes of facilitating the
development, support, supply and operation of video gaming operations in Brazil.
Under the joint venture agreement, the three companies will conduct business
through a Brazilian entity and will share equally in the expenses, profits and
investment funding of the joint venture.
In August 1996, Dreamport and Full House Resorts, Inc. announced the
opening of Midway Slots and Racebook, a gaming and entertainment facility at
Harrington Raceway, Dover, Delaware, jointly developed by the two companies.
Worldserv
In October 1996, Worldserv, the Company's network communications
subsidiary, announced that it had signed a network installation and maintenance
services contract with VeriFone, Inc., the world's leading provider of credit
and debit card point of sale systems. Under the terms of the agreement,
Worldserv is to provide a variety of network communications management services
supporting a new digital point-of-sale product developed by VeriFone.
Other Developments
The Company strengthened its management team with the appointment,
announced in February 1997, of Paul Daly as Vice President, Compliance. Mr.
Daly, who joined the Company after a distinguished 30-year career with the
Federal Bureau of Investigation, is responsible for management of the Company's
worldwide compliance relationships, overseeing all compliance policies and
programs and insuring that the Company's legal and contractual security
requirements are met.
Lottery Industry
Statements relating to the lottery industry contained in this Report
are based on information compiled by the Company, or derived from independent
public sources which the Company believes to be reliable. No assurance can be
given, however, regarding the accuracy of such statements. In general, there is
less publicly-available information concerning the international lottery
industry than the lottery industry in the United States.
Lotteries are operated by state and foreign governmental authorities
and their licensees in approximately 170 jurisdictions worldwide. Governments
have authorized lotteries primarily as a means of generating non-tax revenues.
In the United States, lottery revenues are frequently designated for particular
purposes, such as education, economic development, conservation, transportation
and aid to the elderly. Many states have become increasingly dependent on their
lotteries as revenues from lottery ticket sales are often a significant source
of funding for these programs.
Although there are many types of lotteries in the world it is possible
to categorize government authorized lotteries in two principal groups: on-line
lotteries and off-line lotteries. An on-line lottery is conducted through a
computerized lottery system in which lottery terminals are connected to a
central computer system, typically by dedicated telephone lines. An on-line
lottery system is generally utilized for conducting games such as lotto, sports
pools, keno and numbers, in which players make their own selections. Off-line
lotteries feature lottery games which are not computerized including traditional
off-line lottery games and instant ticket games. Traditional off-line lottery
games, in which players purchase tickets which are manually processed for a
future drawing, generally are conducted only in international jurisdictions.
Instant ticket games, in which players scratch off a coating from a pre-printed
ticket to determine if it is a winning ticket, are conducted both
internationally and in the United States.
In general, on-line lotteries generate significantly greater revenues
than both traditional off-line lottery games and instant ticket games. In
addition, there are several other advantages to on-line lotteries as compared to
traditional off-line lotteries. Unlike traditional off-line lottery games,
wagers can be accepted and processed by an on-line lottery system until minutes
before a drawing, thereby significantly increasing the lottery's revenue in
cases in which a large prize has attracted substantial wagering interest.
On-line lottery systems also provide greater reliability and security, allow a
wider variety of games to be offered and automate accounting and administrative
procedures which are otherwise manually performed.
Typically, approximately 50% of the gross revenues of an on-line
lottery in the United States is returned to the public in the form of prizes.
Approximately 35% is used by the state to support specific public programs or as
a contribution to the state's general funds. The remaining 15% is generally used
to fund the operations of the lottery, including the cost of advertising, sales
commissions to point-of-purchase retailers and service fees to vendors such as
GTECH.
From 1971 through 1996, total annual lottery ticket sales in the United
States grew from approximately $147.5 million to approximately $34.6 billion,
although the level of ticket sales in certain jurisdictions has tended to level
off or decrease slightly in the last few years. Most of the growth in ticket
sales has occurred in the on-line portion of the lottery business which
accounted for approximately 60% of total lottery ticket sales in 1996.
There are currently 38 jurisdictions operating on-line lotteries in the
United States. Implementation of lotteries in other jurisdictions, will depend
upon successful completion of legislative, regulatory and administrative
processes.
Outside the United States, government operated or licensed lotteries
have a long history, and many of the major countries in the world have some type
of lottery, most of which are off-line. The international on-line lottery
industry has experienced significant growth. Since 1977, when there were no
on-line lotteries operating outside of the United States, 77 international
jurisdictions have implemented on-line lottery systems. A number of other
international jurisdictions, principally in Europe, Asia and Latin America are
currently considering the implementation of on-line lotteries.
On-Line Lottery Contracts
The Company generally conducts business under one of three types of
contractual arrangements: Facilities Management Contracts, Operating Contracts
and Product Sales Contracts. Under a typical Facilities Management Contract, the
Company installs, operates and maintains a lottery system, while retaining
ownership of the lottery system. These contracts generally provide for service
fees directly from the lottery authority to the Company based on a percentage of
on-line lottery ticket sales. Under an Operating Contract, the Company generally
provides the same services as under a Facilities Management Contract, but sells
the lottery system and licenses the computer software to the lottery authority.
Ongoing service fees to the Company under an Operating Contract are usually
based on a percentage of lottery ticket sales. Under a Product Sales Contract,
the Company sells, delivers and installs a turnkey lottery system or lottery
equipment and licenses the computer software for a fixed price, and the lottery
authority subsequently operates and maintains the lottery system.
The collection of lottery monies, the selection of winners, the
financial responsibility for the payment of prizes and the qualification of
retail sales agents are usually the sole responsibility of the lottery authority
in each jurisdiction in which the Company operates a lottery. The United
Kingdom's National Lottery provides an important exception to the general rule.
Camelot, a consortium of companies of which the Company is a member, was
licensed by the United Kingdom government to operate all aspects of the National
Lottery with the exception of proceeds allocation.
Facilities Management Contracts
The Company's Facilities Management Contracts generally require the
Company to install, operate and maintain an on-line lottery system for an
initial term, which is typically at least five years and usually contain options
permitting the lottery authority to extend the contract under the same terms and
conditions for one or more additional periods generally ranging in the aggregate
from two to six years. In addition, the Company's customers occasionally
renegotiate extensions on different terms and conditions. See "Liquidated
Damages Under Contracts" above.
The Company's revenues under Facilities Management Contracts are
generally based upon a percentage of gross on-line lottery ticket sales. The
level of lottery ticket sales within a given jurisdiction is determined by many
factors, including population density, the types of games played and the games'
design, the number of terminals, the size and frequency of prizes, the nature of
the lottery's marketing efforts and the length of time the on-line lottery
system has been in operation.
Under its Facilities Management Contracts, the Company retains title to
the lottery system and typically provides its customers with the services
necessary to operate and manage the lottery system. The Company installs and
commences operations of a lottery system generally within six months after being
awarded a Facilities Management Contract and, following the start-up of the
lottery system, is responsible for all aspects of the system's operations. The
Company typically operates lottery systems in each jurisdiction on a stand-alone
basis through the installation of two or more dedicated central computer
systems, although in a few instances several jurisdictions share the same
central system. In addition, the Company employs a dedicated work force in each
jurisdiction, consisting of a site director, marketing personnel, computer and
hotline operators, communications specialists and customer service
representatives who service and maintain the system.
Under certain of the Company's Facilities Management Contracts the
lottery authority has the right to purchase the Company's lottery system during
the contract term at a predetermined price, which is calculated so that it
exceeds the Company's net book value of the system at the time the right is
exercisable. The Company's role with respect to the continued operation of a
lottery system in the event of the exercise of such a purchase option is not
specified in such contracts and thus would be subject to negotiation. Under many
of the Company's Facilities Management Contracts, the lottery authority also has
the option to require the Company to install additional terminals and/or add new
lottery games. Such installations may require significant expenditures by the
Company. However, since the Company's revenues under such contracts generally
depend on the level of lottery ticket sales, such expenditures have generally
been recovered through the revenues generated by the additional equipment or
games and revenues from existing equipment.
Under a number of the Company's lottery contracts (including the
Georgia, New York, Texas and United Kingdom contracts), in addition to
providing, operating and maintaining the on-line lottery system in these
jurisdictions, GTECH is providing a wide range of support services and equipment
for the lottery's instant ticket games, such as marketing, distribution and
automation of validation, inventory and accounting systems, for which it
receives fees based upon a percentage of the revenues of the instant ticket
games.
Revenues from Facilities Management Contracts are accounted for as
service revenues in the Company's Income Statements.
<PAGE>
The table below sets forth the lottery authorities with which the
Company had Facilities Management Contracts as of May 5, 1997. Unless otherwise
indicated, the Company is the sole supplier of central computers and terminals
and services to each of the lottery authorities listed below. The table also
sets forth information regarding the term of each contract and, as of May 5,
1997, the approximate number of terminals installed in each jurisdiction.
<TABLE>
<CAPTION>
Facilities Management Contracts
Current
Approximate No. of Lottery Date of Commencement of Date of Expiration of Current Extension
Jurisdiction Terminals Installed(1) Current Contract Contract Term Options*
<S> <C> <C> <C> <C>
United States:
Arizona (2) 2,355 5/96 7/97 --
California (3) 7,057 10/93 10/03 --
Colorado 2,335 3/95 10/00 2 two-year
D.C. (4) 585 5/95 11/99 --
Georgia 5,739 4/93 9/98 5 years
Illinois 6,521 2/89 10/99 1 one-year
Indiana 3,875 3/90 6/98 1 one-year
Iowa 1,489 4/91 6/01 1 two-year
Kansas (5) 1,665 1/88 6/97
Louisiana 2,672 11/91 1/98 4 years
Maine(6) 1,089 7/90 6/00 --
Michigan 6,037 4/88 1/99 --
Missouri 2,486 7/96 7/01 1 two-year
Nebraska 781 4/94 6/00 1 four-year
New Hampshire(6) 954 7/90 6/00 --
New Jersey 5,108 6/96 6/01 5 years
New Mexico 1,001 6/96 11/03 5 one-year
New York 11,924 2/93 2/99 3 one-year
Ohio 3,105 10/93 6/99 1 two-year
Oregon 2,861 12/96 10/04 3 one-year
Rhode Island 897 1/97 7/02 5 one-year
Texas(6) 14,282 3/92 8/02(6) --
Vermont(7) 460 7/90 6/00 --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Current
Approximate No. of Lottery Date of Commencement of Date of Expiration of Extension
Jurisdiction Terminals Installed(1) Current Contract Current Contract Term Options*
- ------------ ---------------------- ---------------- --------------------- --------
<S> <C> <C> <C> <C>
Washington State 2,188 9/95 6/01 3 years
West Virginia 1,360 2/92 6/00 2 one-year
Wisconsin (8) 3,095 5/89 5/97 --
-----
Subtotal 91,921
International:
Barbados
- -T.L. Lotteries 194 10/94 1/00 2 one-year
Brazil (9)
- -National
Lottery (9) (9) (9) (9) (9)
- -Minas Gerais 436 10/94 10/00 (9)
- -Parana 518 8/94 8/98 (9)
- -Santa Caterina 177 5/95 5/00 (9)
- -FGFS Sports Club 42 11/94 11/99 (9)
Chile
- -Polla Chilena de 1,684 12/93 8/99 --
Beneficencia S.A.
Czech Republic
- -SAZKA 2,190 10/92 (10) (10)
Estonia
- -Ras Eesti Loto 450 1/94 1/06 (11)
Ireland
- -An Post Nat'l 2,016 3/93 3/00 (12)
Lottery Company
Lithuania
- -OLIFEJA 467 12/94 12/09 (13)
Poland
- -Totalizator 3,591 3/91 3/98 (14)
Sportowy
Puerto Rico
- -Loteria 1,831 4/90 11/98 --
Electronica de
Puerto Rico
Slovakia
- -TIPOS, a.s. 901 (15) (15) --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Current
Approximate No. of Lottery Date of Commencement of Date of Expiration of Current Extension
Terminals Installed(1) Current Contract Contract Term Options*
<S> <C> <C> <C> <C>
Jurisdiction
Spain
- -Loto Catalunya 1,501 10/87 10/97 (12)
Trinidad & Tobago
- -National Lotteries 564 12/93 7/99 5 one-year
Control Board
United Kingdom
- -The National 23,750 7/94 9/01 --
Lottery (16)
Venezuela (17)
- -Loteria de Caracas 494 4/93 4/98 1 five-year
- -Loteria de Oriente 6/89 6/99 (12)
- -Loteria de Zulia 12/90 12/00 (12)
--------
Subtotal 40,806
Total Terminals
Installed 132,727
-------------------------------
</TABLE>
* Reflects extensions available to the lottery authority under the same
terms as the current contract. Lottery authorities occasionally negotiate
extensions on different terms and conditions.
(1) Total does not include instant ticket validation terminals.
(2) The Arizona lottery authority may renew its contract with the Company for
ninety (90) day intervals
(3) In addition, the Company is a subcontractor to High Integrity
Systems, Inc. ("HISI"), which has a contract with the California
lottery authority to install and maintain 6,000 terminals using
HISI's proprietary dial-up technology for on-line and instant ticket
sales and validation.
(4) Operated by Lottery Technology Enterprises, a joint venture in which the
Company has a 40% interest.
(5) The Company has entered into a new contract with the Kansas lottery
authority that commences in July 1997 and expires in June 2002.
There are two different extension options of three-years and
two-years.
(6) The Texas lottery authority, which in April 1996 agreed to amend
its lottery contract with the Company so as to extend the term of
the contract through August 2002, has subsequently voted to rebid
the Company's contract. See "Significant Developments Since the
Start of Fiscal 1997" and "Maintenance of Business Relationships
and Certain Legal Matters" above.
(7) The Maine, New Hampshire and Vermont lottery authorities share a central
computer system.
(8) The Wisconsin Lottery Authority has awarded a new contract to the
Company effective May 1997 for five (5) years with options to extend
for two (2) one-year periods. The contract is in negotiation.
(9) Operated by Racimec, a Brazilian company in which the Company owns
all voting stock. In January 1997, Racimec signed a contract to
provide on-line lottery services and products to Caixa Economica
Federal ("CEF") Latin America's largest financial institution which
runs Brazil's National Lottery. It is anticipated that the National
Lottery will eventually become one of the world's largest on-line
systems with more than 10,000 terminals nationwide. On-line lottery
sales commenced in May 1997 with approximately 400 terminals. The
Company's contract with CEF has a four-year base term. Each of the
Brazilian agreements may be extended, at the option of the
respective lottery authority, for one or more extension terms not to
exceed, in aggregate, the duration of the base term.
(10) The contract with the Czech Republic lottery authority runs until
seven years after the installation of the 2,500th terminal or three
years after the installation of any terminals after the 3,000th
terminal, whichever is later.
(11) The Company's contract with Ras Eesti Loto provides for an automatic
three-year extension, in certain circumstances, and an indefinite
number of one-year extension options.
(12) The contracts with the lottery authorities of Ireland, Spain (Loto
Catalunya) and Venezuela (Loteria de Oriente and Loteria de Zulia)
may either be extended for any period mutually acceptable to the
Company and the respective lottery authority or continue
indefinitely until termination by the respective lottery authority.
(13) The Company's contract with the Lithuanian lottery authority
automatically extends from year-to-year unless either party gives
timely notice of non-renewal.
(14) The term of the Company's contract with the Polish lottery authority
automatically renews for an indefinite number of one-year extension
periods thereafter unless either party gives timely notice of
non-renewal.
(15) The Company's agreement with SPORTNIKE a.s. expired in July 1995
upon termination of SPORTNIKE'S license to conduct a lottery in
Slovakia. Since then, the Company has been operating the system
for, and in March 1996 entered into a definitive agreement with,
TIPOS a.s., the current license holder. The Company's contract with
TIPOS expires seven years after the installation of the 1,000th
terminal on the system.
(16) Operated by Camelot Group plc, a consortium in which the Company
holds a 22.5% equity interest, on a facilities management basis.
The Company also sells equipment to Camelot Group plc for use by
The National Lottery.
(17) The Venezuela lottery authorities share the same central computer system.
<PAGE>
Operating Contracts
Under an Operating Contract, the Company generally operates and
maintains the lottery system and provides on-going software support services in
the same manner as under a Facilities Management Contract, except that the
Company sells the lottery system and licenses the software to the lottery
authority at the beginning of the contract rather than retaining ownership of
the system. Ongoing service fees to the Company under its Operating Contracts
are usually based on a percentage of lottery ticket sales. The initial contract
term, extensions, rebidding processes and termination rights for Operating
Contracts are generally substantially the same as those under Facilities
Management Contracts.
Revenues from sales of lottery systems and equipment under Operating
Contracts are accounted for as product sales revenue, and services provided
under such contracts are accounted for as service revenues on the Company's
Income Statements.
The table below sets forth the lottery authorities with which the
Company had Operating Contracts as of May 5, 1997. Unless otherwise indicated,
the Company is the sole supplier of lottery equipment and services to each of
the lottery authorities listed below. The table also sets forth information
regarding the term of each contract and, as of May 5, 1997, the approximate
number of terminals installed in each jurisdiction.
<TABLE>
<CAPTION>
Operating Contracts
Approximate No. of Date of Commencement Date of Expiration of Current Extension
Lottery Terminals of Current Contract Current Contract Term Options*
Jurisdiction Installed(1)
<S> <C> <C> <C> <C>
United States:
Idaho 691 3/90 2/99 1 one-year
Kentucky(2) 2,774 10/89(2) (2) --
-----
Subtotal 3,465
International:
Argentina
- -Loteria National Sociedad del Estado 786 11/93 4/01 1 two-year
Denmark 2,816 9/95 1/00 --
- -Dansk Tipstjanst(3)
The Netherlands
- -Stichting de Nationale 3,113 12/91 12/98 (5)
Sporttotalisator(4)
Turkey
- -Turkish National Lottery 1,330 2/96 11/01 (6)
-----
Subtotal 8,045
=====
Total Terminals Installed 11,510
</TABLE>
<PAGE>
* Reflects extensions available to the lottery authority under the same
terms as the current contract. Lottery authorities occasionally negotiate
extensions on different terms and conditions.
(1) Total does not include instant ticket validation terminals.
(2) In April 1997, the Company entered into a facilities management contract
to provide a new lottery system to the Kentucky lottery authority. The
new contract has an initial term of five years.
(3) The Denmark lottery authority has exercised an option to assume
responsibility for the operation and maintenance of the lottery system.
(4) The Company has entered into a Memorandum of Understanding with CGK
Computer Gesellschaft Konstanz mbH which has the contract with the
Netherlands lottery authority. The Netherlands lottery authority
operates the system and maintains all terminals. The Company performs
all software maintenance, except terminal application maintenance. The
Company also provides spare and repair parts.
(5) The contract may either be extended for any period mutually acceptable
to the Company and the lottery authority or continues indefinitely until
termination by the lottery authority.
(6) The term of the contract with the Turkish lottery authority shall
automatically renew for successive one-year extension terms unless
either party gives timely notice of non-renewal. In addition, the
Turkish lottery authority has the option to assume responsibility for
the provision of certain lottery services at any time after the second
anniversary of system start-up.
<PAGE>
Product Sales Contracts
The Company sells, delivers and installs on-line lottery systems for a
fixed price under Product Sales Contracts. The Company also sells
additional terminals and central computers to expand existing systems
and/or replace existing equipment under Product Sales Contracts.
In connection with its Product Sales Contracts, the Company generally
designs the lottery system, trains the lottery authority's personnel and
provides other services required to make the system operational. The
Company also generally licenses its software to its customers for a fixed
additional fee.
Historically, product sales revenues have been derived from the
installation of new on-line lottery systems and the sales of lottery
terminals and equipment in connection with the expansion of existing
lottery systems. The size and timing of these transactions at times has
resulted in variability in product sales revenues from quarter to quarter.
See Item 7--"Management's Discussion and Analysis of Financial Conditions
and Results of Operations."
The table below lists certain of the Company's direct and indirect
customers that have purchased lottery terminals and other on-line lottery
equipment from the Company since March 1, 1991. The Company has found the
size and timing of product sales often difficult to predict and has
experienced variability in product sales revenues from period to period.
Argentina --National Lottery of Argentina
Argentina --Provincial Lottery of Buenos Aires
Australia --Lotteries Commission of South Australia
Australia --Lotteries Commission of Western Australia
Australia --Tattersall Sweep Consultation
Australia --Lotteries Commission of West Australia
Austria --Osterreichische Lotto Toto Gesmbh
Belgium --Loterie Nationale de Belgique
Canada --Atlantic Lottery Corporation
Canada --British Columbia Lottery Corporation
Canada --Ontario Lottery Corporation
Canada --Western Canada Lottery Corporation
Canada --Saskatchewan Gaming Commission
Finland --Oy Veikkaus AB
Germany --Sachsiche Lotto-GmbH
Germany --Lotterie Treuhandgesellschaft Mbh Thuringen
Iceland --Islensk Getspa
Iceland --Islenskar Getraunir
Malaysia --Pan Malaysian Pools
Malaysia --Lotteries Corporation (Sabah) Sdn. Bhd.
Malaysia --Sports Toto Malaysia Bhd.
Massachusetts -- Massachusetts State Lottery Commission
New Zealand --New Zealand Lotteries Commission
Singapore --Singapore Pools (Pte) Ltd.
Spain --Sistemas Tecnicos de Loterias del Estado
Sweden --AB Tipstjanst
Switzerland --Sport-Toto Gesellschaft
Switzerland --Loterie de la Suisse Romande
United Kingdom --The National Lottery
Contract Award Process
In the United States, lottery authorities generally commence the
contract award process by issuing a request for proposals inviting proposals
from various lottery vendors. The request for proposals usually indicates
certain requirements specific to the jurisdiction, such as particular games
which will be required, particular pricing mechanisms, the experience required
of the vendor and the amount of any performance bonds that must be furnished.
After the bids have been evaluated and a particular vendor's bid has been
accepted, the lottery authority and the vendor generally negotiate a contract in
more detailed terms. Once the contract has been finalized, the vendor begins to
install the lottery system.
After the expiration of the initial contract term and all extensions
thereof, a lottery authority in the United States generally may either negotiate
further extensions or commence a new competitive bidding process.
Internationally, lottery authorities do not typically utilize as formal a
bidding process, but rather negotiate proposals with one or more potential
vendors.
The Company's marketing efforts for its lottery products and services
frequently involve top management in addition to the Company's professional
marketing staff. These efforts consist primarily of marketing presentations to
the lottery authorities of jurisdictions in which requests for proposals have
been issued.
Marketing of the Company's lottery products and services to lottery
authorities outside of the United States is often performed in conjunction with
licensees and consultants with whom the Company contracts for representation in
specific market areas. Although neither a condition of their contracts with the
Company nor a condition of their contracts with lottery authorities, such
licensees and consultants often agree with the Company to provide on-site
services after installation of the on-line lottery system.
Pursuant to a 1990 Distributorship and License Agreement (the "D&L
Agreement") between the Company and CGK Computer Gesellschaft Konstanz mbH
("CGK"), a subsidiary of Siemens AG, the Company granted to CGK the exclusive
right to distribute, service, sell and market the Company's on-line lottery
systems and components in Austria, Belgium, Germany, the Netherlands, and
Switzerland. Under this Agreement, the parties entered into a separate
Memorandum of Understanding ("MOU") for each lottery to which CGK submitted a
proposal, setting forth each party's rights and obligations under such proposal.
As of the start of fiscal 1996, CGK and the Company had entered into MOU's with
respect to lotteries in Austria, Belgium, the Netherlands, Switzerland and the
German State of Saxony. The Company's role under such MOUs range from providing
terminals and terminal application software (Austria and Switzerland), to
providing the entire lottery central system and terminals (Belgium), to selling
the entire lottery system and terminal repair parts to CGK (the Netherlands and
Saxony).
After the close of fiscal 1995, the Company conducted a strategic
reassessment of its marketing plans for Europe. In light of this, and to provide
the Company with greater latitude in dealing with lottery authorities, the
Company entered into discussions with CGK to amend the D&L Agreement. As a
result of these discussions, CGK and the Company entered into an amendment
providing that the D&L Agreement would terminate effective August 1, 1995 with
respect to all regions except Germany, the Netherlands and certain regions in
Switzerland, and, effective December 31, 1995, the D&L Agreement terminated as
to all remaining regions. However, the amendment required CGK and the Company to
fulfill their respective obligations under certain existing MOUs and related
agreements, and with respect to certain proposals submitted in accordance with
the D&L Agreement and outstanding at the time of its termination. Accordingly,
in January, 1996, the Company and CGK entered into an MOU, and CGK and
Lotterie-Treuhandgesellschaft mbH Thuringen entered into a contract to provide
equipment and services for an on-line lottery system in the German State of
Thuringen.
The Company generally has a number of bids outstanding for various
contracts in the United States and internationally.
From time to time, there are challenges or other proceedings relating
to the awarding of lottery contracts.
Products and Services
The Company's lottery systems consist of lottery terminals, central
computer systems, systems and communications software and game software, and
communications equipment which connects the terminals and the central computer
systems. The systems' terminals are typically located in high-traffic retail
outlets, such as newsstands, convenience stores, food stores, tobacco shops and
liquor stores.
The Company's on-line lottery systems control and perform the following
functions: entry of wagers using a terminal's keyboard or a fully-integrated
optical mark recognition reader; automatic editing of each wager for correctness
by the originating terminal; encryption and transmission of the wager and
related data to the central computer installation(s); processing of each wager
by the central computers, including entry of the wager into redundant data
bases; transmission of authorization for the originating terminal to accept the
wager and print a receipt or ticket, winning ticket identification and
validation; and administrative functions, including determination of prize pools
and generation of management information reports.
The Company's systems are capable of handling in excess of 100,000
transactions per minute, which rate is in excess of the requirements of any of
its customers. The basic functions listed above, as well as various optional or
custom-designed functions, are performed under internal controls designed for
maximum security and minimum processing time. Security is provided through an
integrated system of techniques, procedures and controls supported by hardware,
software and human resources. Individual systems generally have redundant
capacity at multiple levels and sophisticated software to ensure continuous
service to the customer.
Terminals
The Company designs, manufactures and provides the point-of-sale
terminals used in its on-line lottery systems. Currently, approximately 137,000
of its model GT-101/FX terminals, introduced in 1983, its model GT-101/TF
terminals, introduced in 1985, and its model GT-401/OI terminals, introduced in
1989, are installed in numerous jurisdictions. All of these terminals use
advanced microprocessors and software programs to provide the increased
transaction processing performance levels and communications interfaces required
in the on-line lottery industry. These terminals are designed to allow
customization of application functions to each lottery's specifications,
including optical mark recognition, ticket graphics printing, user and customer
display options and other application functions. The terminals' hardware
facilitates independent development of applications programs by the Company. The
Company's Spectra(TM) terminal series (GT-401 and 402/OM) first introduced in
1989, is distinguished by its modular internal and external architecture. The
modular design provides an enhanced level of flexibility to lottery
jurisdictions by permitting them to choose among a variety of options and
terminal subsystem configurations, including readers, printers, keyboards,
displays, and communications interfaces. As of February 22, 1997, a total of
approximately 67,000 Spectra(TM) terminals had been installed in numerous
international jurisdictions.
The Company's newest terminal series, ISYS(TM), (GT-502), introduced
during fiscal 1996 is an integral, single-unit terminal which features modular
subassemblies, high performance ticket printer and playslip reader
subassemblies, an easy-to-use design, and a host of new features and
technologies. As of February 22, 1997, approximately 14,000 ISYS(TM) terminals
had been installed. See "Products and Services Introduced in Recent Years"
below.
<PAGE>
Software
The Company designs and provides all applications software for its
lottery systems. The Company's highly sophisticated and specialized software is
designed to provide the following system characteristics: rapid processing,
storage and retrieval of transaction data in high volumes and in multiple
applications; the ability to down-line load (i.e., to reprogram the lottery
terminals from the central computer installation via the communications system
to add new games); a high degree of security and redundancy to guard against
unauthorized access and tampering and to ensure continued operations without
data loss; and a comprehensive management information and control system. In
addition to featuring the aforementioned characteristics, the Company's latest
generation software system, PRO:SYS(TM), is based on client server architecture
and provides open interfaces which allow for the integration and support of
third-party and commercial modules and applications. See "Products and Services
Introduced in Recent Years" below.
Central Computers
Each of the Company's lottery systems contains one or more central
computer sites to which the lottery terminals are connected. The Company's
central computer systems are manufactured by Digital Equipment Corporation,
Concurrent Computer Corporation and Stratus Computer, Inc. The specifications
for the configuration of the Company's central computer installations are
designed to provide continuous availability, a high throughput rate and maximum
security. Central computer installations typically include: redundant mainframe
computers, various peripheral devices (such as magnetic storage devices,
management terminals and hard copy printers), and various safety, environmental
control and security subsystems (including a back-up power supply), which are
all manufactured by third parties, and a microcomputer-based communication and
switching subsystem. In addition, the Company supplies management information
systems that provide lottery personnel access to important financial and
operational data without compromising the security of the on-line system.
Communications
The Company's lottery terminals are typically connected to the central
computer installations by dedicated telephone lines owned or leased by the
jurisdiction in which the system is located. Due to the varying nature of
telecommunications services available in lottery jurisdictions, the Company has
developed the capability to interface with a wide range of communications
technologies, including UHF Radio capability (narrow-band and Spread Spectrum),
GSAT/VSAT, Microwave, Integrated Services Digital Networking (ISDN), Data Over
Voice (DOV), fiber optic and cellular telephone. In Argentina, Barbados, Brazil,
the Spanish province of Catalunya, Chile, The Czech Republic, Estonia,
Lithuania, Mexico, New Mexico, Poland, Puerto Rico, Slovakia, Trinidad and
Tobago and Venezuela, the Company utilizes UHF Radio Data-Link Communications
system in lieu of telephone lines to provide a data communications pathway
between the lottery terminals and the central computers. The Company also uses
this technology in the United States to supplement the existing telephone
networks in Ohio, Oregon, Rhode Island, Texas, Washington and the District of
Columbia. The Company's GSAT satellite technology makes it feasible to serve
large market areas where telephone lines are either unavailable, unreliable or
too costly. GSAT currently operates in the United States in remote areas of New
Mexico, Texas, Washington, Argentina, Brazil, Chile, Poland and the United
Kingdom. The Company has also implemented UHF radio in conjunction with GSAT to
further enhance reliability and cost savings in remote areas.
Games
An important factor in maintaining and increasing public interest in
lottery games is innovation in game design. The Company's GameScape(TM) group,
in conjunction with lottery authorities, utilizes principles of demographics,
sociology, psychology, mathematics and computer technology to design customized
lottery games which are intended to appeal to the populations served by its
lottery systems. The principal characteristics of game design include: frequency
of drawing, size of pool, cost per play and setting of appropriate odds. The
Company believes that its expertise in game design has enhanced the marketing of
its lottery systems and has contributed to increases in the revenues of the
Company's customers.
The Company's GameScape(TM) group currently has a substantial number of
variations of lottery games in its software library. The Company believes that
this game library and the "know how" and experience accumulated by its
professionals since the Company's inception make it possible for the Company to
meet the requirements of its customers for specifically tailored games on a
timely and comprehensive basis.
Marketing
In United States jurisdictions in which the Company has been awarded a
lottery contract, the Company is frequently asked to assist the lottery
authority in the marketing of lottery games to the public. Such assistance
generally includes advice with respect to game design, and promotion and
development and distribution of terminals and advertising programs. As part of
such assistance, the Company developed "GMark," a computerized marketing
analysis system used to determine favorable locations for new lottery terminals.
The lottery authorities of California, Georgia, Illinois, Indiana, Kentucky, New
York, Ohio and Texas have installed GMark systems, and most other customers
contact the Market Research Group at GameScape(TM) from time to time to obtain
GMark services.
Warranty
Because the Company retains title to the system under a Facilities
Management Contract, no warranty is provided on the Company's products supplied
under such contracts. The Company does repair or replace such products as
necessary to fulfill its obligations under such contract. There is no standard
warranty on products manufactured by the Company. A typical warranty provides
that the Company will repair or replace defective products for a period of time
(usually one year) from the date a product is delivered and tested. Product
warranty expenses for the fiscal years 1997, 1996 and 1995 were not material.
The Company typically does not provide a warranty on products it sells that are
manufactured by third parties, but attempts to pass the manufacturer's warranty,
if any, on to the customer. With respect to computer software, the Company
typically modifies its software as necessary so that the software conforms to
the specifications of the contract with the customer.
Products and Services Introduced in Recent Years
On-Line Lottery
In recent years, lottery authorities have recognized that by offering
new games or products, the lotteries are able to generate significant additional
revenues. An important part of the Company's strategy is to develop new products
and services for its customers in order to increase their lottery revenues. The
Company's principal on-line lottery products and services introduced in recent
years are keno, instant ticket support services and BingoVision(TM). In
addition, the Company has recently introduced its ISYS(TM) series terminal and
PRO:SYS(TM) software system to enhance the functionality and appeal of its
existing software and terminal lines.
Keno. While new on-line jurisdictions offer growth by providing access
to new players, more mature markets, such as the United States, rely principally
upon the introduction of new games to provide growth. One such game introduced
by the Company is keno. In keno, players typically choose up to 10 numbers from
a field of 80 and attempt to match their numbers against any 20 numbers which
are randomly selected by a central computer system. Alternatively, the player
may choose up to 10 numbers and wager that none of such numbers will match the
20 numbers randomly selected. This game combines the multiple prize payouts of a
lotto-type game with the immediacy of an instant scratch-off lottery game. It is
also unique in its play-style and distribution, which decreases the risk that
the game will cannibalize existing on-line lottery revenues. Keno is more
interactive than typical on-line lottery games and is designed to be played in
the company of others. While most lotto and numbers games are found in
convenience stores and supermarkets, places visited frequently and often
individually, keno outlets are often located in restaurants, taverns and bowling
alleys and other social settings which tend to be visited by groups of people.
From the Company's introduction in April 1990 of the first on-line keno
game for the Lotteries Commission of South Australia through the end of fiscal
1997, the Company assisted lottery authorities in Belgium, Brazil (Parana, Minas
Gerais, Santa Caterina and Goias), California, Kansas, Lithuania, Massachusetts,
Oregon, Rhode Island, Catalunya (Spain), Switzerland (La Societe de la Loterie
de la Suisse Romande), West Virginia and Venezuela (Loteria de Caracas) in
implementing on-line keno games. In fiscal 1996, the Company assisted the New
York and Georgia lottery authorities in implementing keno games. Based on the
success of keno in these jurisdictions, the Company believes keno will be
adopted in other jurisdictions in the next few years.
Keno illustrates the impact that new games can have on lottery
revenues. Since the United States introduction of keno in 1991, United States
keno revenues have grown significantly, exceeding $1.7 billion and accounting
for more than 9% of total United States on-line lottery revenues in 1996. The
popularity of keno has led the Company to explore the development of new games
based upon keno. Most notably, the Company has developed Keno Plus(TM), a new
product that combines expanded keno game characteristics with new hardware and
enhanced product support.
Keno has been the subject of legal challenge in California and New York
in recent years. In June 1996, the California Supreme Court unexpectedly
reversed trial and appellate court decisions and found the California keno game
to be a banked game rather than a lottery because it provides for a fixed prize
that is not dependent upon the size of the prize pool. Accordingly, the Court
concluded that the keno game was not authorized by the California lottery law,
and the California State Lottery suspended operation of the keno game in June
1996. In September 1996, the Company announced the launch of a parimutuel
monitor game designed by the Company and the California State Lottery as a
replacement for the suspended game. Although the new game, like keno, features
frequent drawings, its payouts are based upon a prize pool determined by sales
rather than by predetermined or fixed amounts. In August 1995, Donald J. Trump
filed suit in New York seeking declaratory and injunctive relief to prohibit the
New York lottery authority's Quick-Draw Game. To date, Mr. Trump's efforts to
obtain such relief have been unsuccessful. See Item 3--"Legal Proceedings" and
Item 7--"Management's Discussion and Analysis of Financial Condition and Results
of Operations." There can be no assurances that legal challenges to keno will
not be brought in the future in these or other jurisdictions, nor can there be
any assurances respecting the results of such legal challenges, if any, upon the
operations of keno in jurisdictions serviced by the Company.
Instant Ticket Support Services. The Company provides certain products,
systems and services to the instant ticket lottery industry. The Company's
on-line support systems for the instant ticket lottery business provide
comprehensive functionality, including: instant ticket validation; retailer
accounting; inventory control and tracking; ticket stock distribution;
electronic funds transfer; finance and sales tracking reports; and marketing
support.
In order to automate and increase the security of instant ticket
lotteries, the Company developed the GTECH Validation Terminal ("GVT"), a
point-of-sale device that facilitates instant ticket validation and provides
access to the Company's on-line instant ticket support systems for instant
ticket agents who are not part of a lottery's on-line lottery system. The
Company also offers add-on validation terminals which attach to its on-line
lottery terminals and provide the same functionality as the GVT, while using the
existing communications network.
The Company is providing marketing, distribution, on-line validation,
inventory control and accounting support services and equipment (but not the
printing of the instant tickets) for the Texas lottery's instant ticket games.
In addition, the Company currently provides instant ticket support services to
lottery authorities in California, Colorado, District of Columbia, Georgia,
Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Missouri,
New Hampshire, New Jersey, New Mexico, New York, Ohio, Oregon, Rhode Island,
Texas, Washington and Wisconsin. Internationally, the Company currently supplies
lottery authorities in Australia, Belgium, Chile, Denmark, Finland, Ireland,
Netherlands, New Zealand, Spain and the United Kingdom with instant ticket
support services.
BingoVision(TM). The Company has recently developed BingoVision(TM), a
product line of televised bingo-based lottery games. Players buy tickets from
on-line lottery retailers and mark them while following a live, televised game
show which includes a draw of numbers.
Through the use of proprietary game-tracking software, the Company is
able to display, live, how many at-home players are winners or about to become
winners, with each new numbers draw. The Company has implemented BingoVision(TM)
in Estonia, Lithuania, the Czech Republic, New Zealand, Slovakia and Belgium and
is actively marketing the game to other lottery authorities.
The PRO:SYS(TM) Software System. PRO:SYS(TM) is the Company's latest
software system. Employing a user friendly interface, lotteries can use
PRO:SYS(TM) to manage all aspects of their gaming environment, including
on-line, instant ticket sales and accounting and video games. Features such as
promotions management and information analysis allow lottery authorities to
tailor the system to their individual needs. PRO:SYS(TM) was first installed in
September, 1994 for Societe de la Loterie de la Suisse Romande, Switzerland.
Since that time, the Company has installed PRO:SYS(TM) in systems used by the
lottery authorities of Washington, D.C.; Colorado; Idaho; Ontario, Canada;
Sachsische Lotto-GmbH in Leipzig, Germany; Washington State; Missouri; Denmark;
New Mexico; Massachusetts; New Jersey and Thuringen, Germany and is in the
process of installing PRO:SYS(TM) in eight additional jurisdictions. In
addition, PRO:SYS(TM) was used as the base architecture for the EBT system
installed by the Company under its February 1994 contract with the Texas
Department of Human Services. See "Products and Services--Software" above and
"Benefits Delivery Systems and Services" below.
The ISYS(TM) Terminal Series. During fiscal 1996, the Company
introduced its ISYS(TM) terminal series. ISYS(TM) is an integral, single-unit
terminal which features modular subassemblies, high performance ticket printer
and playslip reader subassemblies, an easy-to-use design, and a host of new
features and technologies. The Company believes that ISYS(TM) improves upon
previous terminal designs by featuring simplified wager entry via intuitive
keyboard and screen formats, improved system status monitoring and the latest
instant ticket validator technology. The Company has installed ISYS(TM) in
systems used by the lottery authorities of Brazil, Massachusetts, Missouri, New
Jersey, New Mexico, Turkey, Washington State, District of Columbia, Wisconsin
and W. Australia. See "Products and Services--Terminals" above.
Benefits Delivery Systems and Services
The Company in recent years has sought to build upon its expertise in
providing secure, high volume transaction processing systems and services for
governmental authorities through its involvement in the emerging EBT industry.
Through Transactive, the Company is active in the business of providing systems
and services for the delivery of government benefits such as food stamps and Aid
to Families with Dependent Children benefits. See "Significant Developments
Since the Start of Fiscal 1997--Benefits Delivery Systems and Services" and
"Factors That May Affect Future Performance" earlier in this Report.
Non-Lottery Gaming Products and Services
In November 1994, the Company announced the formation of its Gaming
Group, later incorporated under the name Dreamport, to pursue gaming
opportunities other than on-line lottery including video lottery and destination
gaming. During fiscal 1996, the Company entered into agreements with Full House
to share in the financing and development of Native American and casino gaming
ventures. Operations with respect to one such venture, a casino in Coos Bay,
Oregon, on Native American lands, featuring approximately 850 video lottery
terminals, assorted table games, bingo and keno, commenced in May 1995. In
addition, the Company and Full House entered into agreements with Delaware State
Fair, Inc. and Harrington Raceway, Inc. in February 1996 to finance and
construct a gaming facility at the Delaware State Fairgrounds, Kent County,
Delaware. The Harrington Raceway facility, which houses 500 video lottery
terminals, opened under the name Midway Slots and Racebook during fiscal 1997.
During fiscal 1997, Dreamport also entered into two strategic relationships to
develop and exploit markets for video lottery products and services. See
"Significant Developments Since the Start of Fiscal 1997--Dreamport."
The Company's video lottery systems combine the security and integrity
of the Company's traditional on-line lottery systems with entertainment-based
video games. The Company's video lottery systems include a controlling central
computer system, multiple video lottery terminals (which the Company acquires
from third-party manufacturers), the Company's ticket validation terminals, and
a self-diagnostic communications network. Games offered by the Company's video
lottery systems include poker, blackjack, keno and bingo and other games. The
Company entered the video lottery business during fiscal 1991 and currently
provides video lottery products to lottery jurisdictions in Alberta and
Saskatchewan, Canada, Oregon and Rhode Island. Currently, video lotteries are
operated or are being implemented or tested in six jurisdictions in the United
States and ten international jurisdictions. There can be no assurance as to how
many jurisdictions will eventually legalize video lottery systems.
Communications Network Services
During fiscal 1996, the Company formed its wholly-owned subsidiary,
GTECH Worldserv, Inc., to offer network communications services principally to
private sector customers. This venture, which is in its start-up phase, offers
wide area network design, installation, operation and maintenance services and
full local area network administration services, among other services. See
"Significant Developments Since the Start of Fiscal 1997--Worldserv" above.
<PAGE>
Product Development
The Company devotes substantial resources in order to enhance its
present products and systems and develop new products. Products recently
developed by GTECH include BingoVision(TM), the ISYS(TM) Terminal Series and the
PRO:SYS(TM) Software System.
In fiscal 1997, the Company spent approximately $31.0 million on
research and development, as compared to $29.5 million in fiscal 1996 and $28.0
million in fiscal 1995. As of February 22, 1997, the Company (including
subsidiaries) had approximately 400 full-time employees, including certain
members of senior management, engaged in research and development.
Intellectual Property
Although the Company occasionally seeks patent protection on certain
technological developments, the Company generally has not sought to obtain
patents on its products, and it is doubtful whether patents could be obtained in
many instances. The Company believes that its technical "know-how," trade
secrets and the creative skills of its personnel are of substantially more
importance to the success of the Company than the benefit which patent
protection ordinarily would afford. The Company typically requires customers,
employees, licensees, subcontractors and joint venture partners who have access
to proprietary information concerning the Company's products to sign
non-disclosure agreements, and the Company relies on such agreements, other
security measures and trade secret law to protect such proprietary information.
Production, Assembly and Components
The Company and Transactive purchase most of the parts, components and
subassemblies (some of which are designed by the Company) necessary for their
terminals and other products from outside sources and assembles them into
finished products. The Company offers central systems manufactured by Digital
Equipment Corporation, Concurrent Computer Corporation and Stratus Computer,
Inc. for its lottery systems.
Backlog
The backlog of the Company's orders for sales of its products and
services believed by the Company to be firm and the fixed fee portion of service
contracts amounted to approximately $266.1 million as of February 22, 1997, as
compared to a backlog of approximately $213.2 million as of February 24, 1996.
Approximately $138.1 million, or 51.9% of the backlog at February 22, 1997, is
not expected to be filled during fiscal 1998. Not included in such backlog are
amounts which are payable to the Company under its lottery contracts based on a
percentage of lottery ticket sales which amounts, historically, have represented
a substantial portion of the Company's revenues and revenues related to the
Company's Transactive and Dreamport subsidiaries, which revenues are variable in
nature.
<PAGE>
Competition
The on-line lottery business is highly competitive in both the United
States and internationally. Both in the United States and internationally, price
is an important, but usually not the sole criterion for selection. Other
significant factors that influence the award of lottery contracts are: the
ability to optimize lottery revenues through technical capability and
applications knowledge; the quality, dependability and upgrade capability of the
system; the marketing and gaming experience, financial condition and reputation
of the vendor; and the satisfaction of other requirements and qualifications
that the lottery authority may impose.
During fiscal 1997, the Company's principal competitors in the on-line
lottery business (and the number of on-line lottery jurisdictions currently
serviced or under contract worldwide by such competitors) are as follows:
Automated Wagering International, Inc. ("AWI"), a subsidiary of Video Lotteries
Technologies, Inc. ("VLT") (8); Autotote Corporation (8) ("Autotote") (5 of
these on-line jurisdictions are jointly serviced by Autotote and International
des Jeux); International Totalizator Systems, Inc. (6); International des Jeux
(Lotto France) (6) (5 of these on-line jurisdictions are jointly serviced by
Autotote and International des Jeux); and Essnet/Alcatel (12).
Two additional competitors for European on-line lottery business have
emerged in recent years. During fiscal 1996, CGK Computer Gesellschaft Konstanz
mbH ("CGK"), a subsidiary of Siemens AG, and the Company agreed to terminate
their 1990 Distributorship and License Agreement pursuant to which CGK had
exclusive right to distribute, service, sell and market the Company's on-line
lottery systems and components in specified European jurisdictions. Subsequent
to August 1995, the effect date of this termination, CGK has been a direct
competitor of the Company in Europe. Further, in April 1997 (after the close of
fiscal 1997) Scientific Games Holdings Corporation ("Scientific Games")
completed the purchase of TeleControl, the European lottery business of
Autotote. Under the terms of the agreement, Scientific Games will have the right
to license and purchase Autotote's wagering terminals for use in lottery
applications.
The emerging government benefits delivery industry is also highly
competitive. Among the Company's competitors are banking institutions with
access to larger capital resources than the Company to invest in benefits
delivery projects and, in some cases, with existing automated teller machine
infrastructures that can be utilized to deliver government benefits. The primary
competitors of the electronic benefit transfer operations of the Company's
Transactive subsidiary are Citibank EBT Services, Deluxe Data Systems, Inc., EDS
and First Security Processing Services, Inc.
Dreamport faces competition from numerous companies that seek to
finance, develop and manage destination gaming facilities, on and off of Native
American lands, as well as from technology providers. The principal competitors
providing video lottery technology in competition with the Company include
Autotote Systems, Inc., Spielo Manufacturing, Inc., Video Lottery Technologies,
Inc., WMS Gaming, Inc. and Bally Manufacturing, Inc. some of which have supplied
substantially more systems and terminals than the Company.
Personnel
As of May 2, 1997 the Company had approximately 5,100 full-time
employees worldwide, including approximately 300 employees which are employed by
Transactive and approximately 480 employees employed by Racimec. The Company's
employees are not represented by any labor union. The Company believes that its
relationship with its employees is satisfactory.
ITEM 2. PROPERTIES
The Company's corporate headquarters and main research and development
and production facility are located in its approximately 260,000 square foot
building located on approximately 26 acres in West Greenwich, Rhode Island,
which the Company leases from West Greenwich Technology Associates Limited
Partnership. The Company is a limited partner in, and owns 50% of, this
partnership. The Company's lease term runs until August 26, 2013 with two
five-year options to extend the term and also grants the Company an option to
purchase the property.
The Company owns approximately 24 acres adjoining its headquarters in
West Greenwich, Rhode Island.
The Company also owns an approximately 23,000 square foot office
building in Coventry, Rhode Island, which it uses for electronic benefits
delivery and video lottery operations, as well as an approximately 140,000
square foot manufacturing and central storage facility in Coventry, Rhode
Island.
The Company leases two office buildings of approximately 46,000 and
43,000 square feet in Boca Raton, Florida which it uses to support,
respectively, its Latin American marketing efforts and its Transactive
operations. These agreements each provide for a base lease term which expires in
2003 and for one or more extension options thereafter.
In addition, except in New York State, where the Company owns its
back-up data center facility, and in Austin, Texas, where the Company owns an
approximately 39,000 square foot facility which is used by Transactive, its
electronic benefits transfer subsidiary, the Company leases, or is supplied by
the relevant state authorities with, its data center facilities in the various
jurisdictions. The Company also leases office, depot maintenance and warehouse
space in various other locations.
The Company leases facilities in Watford and London, England from which
it bases its European sales efforts. The Company also maintains an office in
Brussels, Belgium which provides a base of additional support for its European
operations.
The Company's facilities are in good condition and are adequate for its
present needs.
ITEM 3. LEGAL PROCEEDINGS
In September 1996, Jack M. Janis and Linda Janis, both individually and
on behalf of a class of persons similarly situated, filed suit against the
California State Lottery Commission, Southland Corporation and the Company in
the Supreme Court of the State of California (County of Los Angeles). This suit
alleges, in light of the June 1996 decision of the California Supreme Court,
Western Telcon, Inc. et. al. v. California State Lottery (which held that the
California State Lottery's keno game as then structured was not a lottery game
and therefore was not authorized by California lottery law), that the defendants
were unjustly enriched and were guilty of unfair business practices and
misleading advertising in connection with the sale of keno tickets from January
1, 1992 through suspension of the keno game in June 1996. The suit seeks
restitution of all amounts realized by the defendants through the sale of keno
tickets less funds paid to public schools pursuant to relevant California law
and proceeds paid to holders of winning keno tickets, together with costs,
disbursements and prejudgment interest. The Company has responded with a
vigorous defense. In February 1997 the Court granted the Company summary
judgment but granted the plaintiffs limited leave to amend their complaint
alleging alternative theories of recovery. The plaintiffs filed an amended
complaint in March 1997. The Company believes that these claims are without
merit and intends to continue to defend itself vigorously in these proceedings.
For information respecting certain other legal proceedings, refer to
Item 1, "Factors Affecting Future Performance--Maintenance of Business
Relationships and Certain Legal Matters" and Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," of this Report,
and Note H of Notes to Consolidated Financial Statements included in this
Report. The Company also is subject to certain legal proceedings and claims
which management believes, on the basis of information presently available to
it, will not materially adversely affect the Company's consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Holding's security holders
during the last quarter of fiscal 1997.
<PAGE>
Additional Information
The following information is furnished in this Part I pursuant to
Instruction 3 to Item 401(b) of Regulation S-K:
Executive Officers of the Company
The Executive Officers of the Company as of May 16, 1997 and during all
of fiscal 1997 are:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Guy B. Snowden 51 Chairman of the Board and Chief Executive Officer. Mr. Snowden was a co-founder
of GTECH Corporation (the Company's chief operating subsidiary) and has been its
Chief Executive Officer since its inception in 1980. He served as Chairman from
1987 to 1990 and was President from 1981 to 1987 and from 1989 through December
1994.
Victor Markowicz 52 Vice Chairman of the Board. Mr. Markowicz was a co-founder of GTECH Corporation
and served as Co-Chairman from 1992 to 1996, Vice Chairman from 1987 to 1990,
Senior Vice President from 1988 to 1989 and Executive Vice President and
Secretary from 1981 to 1988.
William Y. O'Connor 52 President and Chief Operating Officer since December 1994, Member of the
Executive Operating Committee of the Company and, since July 1995, Director. Mr.
O'Connor was the President and Chief Executive Officer of Ascom Timeplex, a
telecommunications company, from 1992 to 1994 and prior to this was Corporate
Senior Vice President and President of the Broadband Communications Group of
Scientific-Atlanta, Inc. from 1987 to 1992.
Thomas J. Sauser 53 Senior Vice President, Treasurer and Chief Financial Officer since February 1,
1996. Mr. Sauser was Chief Financial Officer and Senior Vice President of EG&G,
Inc. from 1994 through 1995. Prior to this, Mr. Sauser was employed by IBM
Corporation where, from 1991 to 1994, he was Assistant General Manager and Vice
President, Finance.
Michael R. Chambrello 39 Executive Vice President since September 1996 and Member of the
Executive Operating Committee since December 1994. He served as Vice President - U.S.
Operations from 1991 to 1996. Prior to this, Mr. Chambrello served in various positions
since joining the Company in 1982.
</TABLE>
Executive officers and other officers are elected or appointed by, and serve at
the pleasure of, the Board of Directors, and some are party to employment
contracts with the Company. The information set forth above reflects positions
held with Holdings except with respect to employment histories for
periods prior to February 1, 1990, which refer to positions held with GTECH.
------------------------
For the purposes of calculating the aggregate market value of the
shares of Common Stock of Holdings held by nonaffiliates, as shown on the cover
page of this report, it has been assumed that all the outstanding shares were
held by nonaffiliates except for the shares beneficially owned by: directors of
Holdings, officers, and employees of and consultants to Holdings and GTECH and
related trusts. However, this should not be deemed to constitute an admission
that all such persons or entities are, in fact, affiliates of Holdings, or that
there are not other persons who may be deemed to be affiliates of Holdings.
Further information concerning shareholdings of officers, directors and
principal shareholders of Holdings is included in Holdings' definitive proxy
statement relating to its scheduled July 1997 Annual Meeting of Shareholders to
be filed with the Securities and Exchange Commission.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The principal United States market on which Holdings' Common Stock is
traded is the New York Stock Exchange where it is traded under the symbol "GTK."
The following table sets forth on a per share basis the high and low
sale prices of Common Stock for the fiscal quarters indicated, as reported on
the New York Stock Exchange Composite Tape.
FISCAL 1996 HIGH LOW
First Quarter (February 26-May 27, 1995) $26 $18 3/8
Second Quarter (May 28-August 26, 1995) $30 1/2 $23 1/8
Third Quarter (August 27-November 25, 1995) $30 3/4 $23 3/8
Fourth Quarter (November 26-February 24, 1996) $31 1/2 $24 1/8
FISCAL 1997
First Quarter (February 25-May 25, 1996) $33 1/2 $26 3/4
Second Quarter (May 26-August 24, 1996) $33 3/8 $25 1/2
Third Quarter (August 25-November 23, 1996) $32 3/4 $27 1/8
Fourth Quarter (November 24-February 22, 1997) $37 1/4 $29 3/8
FISCAL 1998
First Quarter (through May 2, 1997) $32 3/8 $28 3/8
The closing price of the Common Stock on the New York Stock Exchange on
May 2, 1997 was $32.25. As of May 2, 1997, there were approximately 1,395
holders of record of the Common Stock.
During fiscal 1997, 26,906 shares of Holdings' unregistered Common
Stock vested under stock award plans. Pursuant to the terms of these plans, the
shares were issued with no cash consideration to Holdings. Registration of such
shares was not required because the transaction did not constitute a "sale"
under Section 2(3) of the Securities Act of 1933 or, alternatively, the
transaction was exempt pursuant to the private offering provisions of the Act
and the rules thereunder.
Holdings has never paid cash dividends on its Common Stock and does not
plan to do so in the foreseeable future. The current policy of Holdings' Board
of Directors is to reinvest earnings in the operation and expansion of the
Company's business. Further, Holdings is a holding company and the operations of
the Company are conducted through its subsidiaries. Accordingly, the ability of
Holdings to pay dividends on its Common Stock is dependent on the earnings and
cash flow of its subsidiaries and the availability of such cash flow to
Holdings.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data below should be read in conjunction with Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations", the Consolidated Financial Statements and the other financial information included
herein. The operating, balance sheet and per share data in the table are derived from the consolidated financial statements of the
Company which were audited by independent auditors.
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
Fiscal Year Ended
------------------------------------------------------------------------
February 22, February 24, February 25, February 26, February 27,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating Data:
Revenues:
Services (a) .................................... $ 789,534 $ 686,043 $ 547,767 $ 457,529 $ 343,213
Sales of products ............................... 114,738 58,047 147,340 135,271 158,148
------------ ------------ ------------ ------------ ------------
Total ....................................... 904,272 744,090 695,107 592,800 501,361
Gross Profit:
Services (a) .................................... 237,872 244,139 194,097 152,845 112,404
Sales of products ............................... 47,297 13,595 41,468 62,941 72,394
------------ ------------ ------------ ------------ ------------
Total ....................................... 285,169 257,734 235,565 215,786 184,798
Operating income (a) ................................. 127,091 117,983 104,481 (b) 119,206 82,039
Interest expense, net of interest income ............. 16,388 12,107 13,065 11,756 16,126
Income from continuing operations before
dividends on and accretion of Subsidiary
Preferred Stock, extraordinary charge
and cumulative effect of accounting change....... 77,803 66,627 52,319 66,473 40,400
Loss from operations of AmTote ....................... -- -- (6,583) (10,323) --
Loss on disposal of AmTote ........................... -- -- (43,444) -- --
Dividends on and accretion of Subsidiary Preferred
Stock .......................................... -- -- -- -- (2,604)
Extraordinary charge ................................. -- -- (1,420) -- (18,534)(c)
Cumulative effect of accounting change ............... -- -- -- -- 2,432
Net income ........................................... 77,803 66,627 872 56,150 21,694
Per Share Data:
Earnings per common share from continuing operations . $ 1.81 $ 1.54 $ 1.20 $ 1.53 $ .92
Earnings per common share ............................ 1.81 1.54 .02 (d) 1.29 (e) .53 (f)
Weighted average common
shares outstanding (in thousands) ............... 42,976 43,236 43,451 43,588 41,080
Other Data:
Earnings before depreciation, amortization, interest,
taxes and other non-cash charges (g) ............ $ 326,054 $ 273,570 $ 221,832 $ 213,756 $ 162,211
Cumulative number of lottery terminals shipped (h) ... 316,614 280,897 261,287 221,254 164,180
Number of lottery terminals sold ..................... 13,609 3,658 12,282 17,557 19,078
Number of lottery customers at year-end .............. 79 74 72 67 59
Balance Sheet Data (at end of period):
Working capital ...................................... $ 36,914 $ 21,414 $ 6,086 $ 25,364 $ 47,458
Total assets ......................................... 956,541 859,380 779,254 665,250 516,893
Long-term debt, less current portion ................. 382,499 382,930 338,468 258,961 225,064
Shareholders' equity ................................. 358,133 296,725 232,931 232,329 168,055
- --------------------------------------------------------
(a) The results of Racimec (the Company's subsidiary in Brazil) prior to January 31, 1996 were included in the financial statements
of the Company on the equity method of accounting.
(b) Includes an $11.1 million special charge consisting of a $6.1 million charge in connection with the reduction of the Company's
workforce and relocation of certain operating functions and $5.0 million to write off its video gaming-related inventory.
(c) Represents an after-tax extraordinary charge on the early extinguishment of debt relating to the Company's July 1992 initial
public offering of Common Stock.
(d) Includes the effect of operating losses of AmTote, $.15 per share, loss on disposal of AmTote, $1.00 per share, and
extraordinary loss relating to early extinguishment of debt, $.03 per share.
(e) Includes the effect of operating losses of AmTote, $.24 per share.
(f) Includes the after-tax extraordinary charge described in (c) and $2.4 million, or $.06 per share, of income relating to an
accounting change.
(g) Represents income before income taxes and (i) interest expense, (ii) depreciation and amortization, (iii) non-cash stock
compensation expense, (iv) certain purchase accounting adjustments relating to the acquisition of the Company in 1990 and (v)
certain other non-cash items.
(h) Terminals shipped represents lottery terminals sold under product sales contracts and lottery terminals supplied under service
contracts.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The Company has derived substantially all of its revenues from the rendering of
services and the sale or supply of computerized on-line lottery systems and
components to government-authorized lotteries. Service revenues have been
derived primarily from service contracts, that are typically of at least five
years' duration, and are generally based upon a percentage of a lottery's gross
on-line lottery sales. These percentages typically fall within a range of 1.5%
to 5.0%. Product sale revenues have been derived primarily from the installation
of new on-line lottery systems and sales of lottery terminals and equipment in
connection with the expansion of existing lottery systems. The size and timing
of these transactions have resulted in variability in product sales revenues
from period to period. While the Company believes that product purchases by
lotteries during each of the next two years are likely to exceed the level
experienced in fiscal 1997, it is likely that the percentage of the Company's
revenues attributable to product sales will remain closer to the percentage
level realized in fiscal 1997 than in fiscal 1993.
The Company has taken steps to broaden its offerings of high volume transaction
processing services outside of its core business of providing on-line lottery
services. The Company's Transactive subsidiary ("Transactive") provides services
to governments to electronically distribute benefits, licenses, permits and
information to constituents. The Company's Dreamport subsidiary ("Dreamport")
provides gaming technology and a comprehensive array of management, development
and strategic services to the gaming and entertainment market. In addition, the
Company's WorldServ subsidiary ("WorldServ") specializes in the design,
implementation and maintenance of sophisticated communications networks.
The Company's business is highly regulated, and the competition to secure new
government contracts is often intense. Awards of contracts to the Company are,
from time to time, challenged by competitors. Further, there have been and
continue to be investigations of various types, including grand jury
investigations, conducted by governmental authorities into possible
improprieties and wrongdoing in connection with efforts to obtain and/or the
awarding of lottery contracts and related matters. Although the Company does not
believe that it has engaged in any wrongdoing in connection with these matters,
certain investigations that are conducted largely in secret are still underway.
Accordingly, the Company lacks sufficient information to determine with
certainty their ultimate scope and whether the government authorities will
assert claims resulting from these or other investigations that could implicate
or reflect adversely upon the Company. Because the Company's reputation for
integrity is an important factor in its business dealings with lottery and other
government agencies, if government authorities were to make an allegation of, or
if there were to be a finding of, improper conduct on the part of or
attributable to the Company in any matter, such an allegation or finding could
have a material adverse effect on the Company's business, including its ability
to retain existing contracts and to obtain new or renewal contracts. In
addition, continuing adverse publicity resulting from these investigations and
related matters could have such a material adverse effect. See Note H to the
Consolidated Financial Statements and Part I, Item 1, - "Factors That May Affect
Future Performance - Maintenance of Business Relationships and Certain Legal
Matters" for further information concerning these matters and other
contingencies.
Certain statements contained in this discussion are forward looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. Such statements include, without limitation,
statements relating to (i) the future prospects for and stability of the lottery
industry and other businesses in which the Company is or expects to be engaged,
(ii) the future operating and financial performance of the Company, (iii) the
ability of the Company to retain existing business and to obtain and retain new
business, and (iv) the results and effects of legal proceedings and
investigations. Such forward looking statements reflect management's assessment
based on information currently available, but are not guarantees and are subject
to risks and uncertainties which could cause actual results to differ materially
from those contemplated in the forward looking statements. These risks and
uncertainties include but are not limited to those set forth herein and in the
Company's press releases and filings with the Securities and Exchange
Commission.
All references to years contained in this section refer to the Company's fiscal
year that ends on the last Saturday in February. Fiscal 1997 ended on February
22, 1997.
All references to the Consolidated Financial Statements of the Company and Notes
thereto, are to the Consolidated Financial Statements of the Company and Notes
thereto included in Item 8 herein.
<PAGE>
<TABLE>
<CAPTION>
The following discussion should be read in conjunction with the table below.
SUMMARY FINANCIAL DATA
Fiscal Year Ended
---------------------------------------------------------------
February 22, February 24, February 25,
1997 1996 1995
---------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Services ...................................... $ 789,534 87.3% $ 686,043 92.2% $ 547,767 78.8%
Sales of products ............................. 114,738 12.7 58,047 7.8 147,340 21.2
--------- ----- --------- ----- --------- -----
Total ..................................... 904,272 100.0 744,090 100.0 695,107 100.0
Costs and expenses:
Costs of services (a) ......................... 551,662 69.9 441,904 64.4 353,670 64.6
Costs of sales (a) ............................ 67,441 58.8 44,452 76.6 105,872 71.9
--------- ----- --------- ----- --------- -----
Total ..................................... 619,103 68.5 486,356 65.4 459,542 66.1
--------- ----- --------- ----- --------- -----
Gross profit ..................................... 285,169 31.5 257,734 34.6 235,565 33.9
Selling, general and administrative .............. 127,080 14.0 110,212 14.8 91,960 13.2
Research and development ......................... 30,998 3.4 29,539 4.0 28,024 4.1
Special charge ................................... -- -- -- -- 11,100 1.6
--------- ----- --------- ----- --------- -----
Operating income ................................. 127,091 14.1 117,983 15.8 104,481 15.0
Other income (expense):
Interest income ............................... 4,424 0.5 12,124 1.6 5,120 0.7
Equity in earnings of unconsolidated affiliates 16,727 1.8 8,060 1.1 1,872 0.3
Other income (expense) ........................ 4,439 0.5 939 0.1 (689) (0.1)
Interest expense .............................. (20,812) (2.3) (24,231) (3.2) (18,185) (2.6)
--------- ----- --------- ----- --------- -----
Income from continuing operations before income
taxes and extraordinary charge ................ 131,869 14.6 114,875 15.4 92,599 13.3
Income taxes ..................................... 54,066 6.0 48,248 6.5 40,280 5.8
--------- ----- --------- ----- --------- -----
Income from continuing operations before
extraordinary charge .......................... 77,803 8.6 66,627 8.9 52,319 7.5
Loss from operations of AmTote, net of tax benefit -- -- -- -- (6,583) (1.0)
Loss on disposal of AmTote, net of tax benefit ... -- -- -- -- (43,444) (6.2)
Extraordinary charge, net of tax benefit ......... -- -- -- -- (1,420) (0.2)
--------- ----- --------- ----- --------- -----
Net income ....................................... $ 77,803 8.6% $ 66,627 8.9% $ 872 0.1%
========= ===== ========= ===== ========= =====
</TABLE>
(a) Percentages are computed based on cost as a percentage of related revenue.
<PAGE>
Results of Operations
Comparison of Fiscal 1997 with 1996
Revenues for fiscal 1997 were $904.3 million, representing a $160.2 million, or
21.5%, increase over revenues of $744.1 million in fiscal 1996.
Service revenues in fiscal 1997 were $789.6 million, representing a $103.6
million, or 15.1%, increase over the $686.0 million of service revenues in
fiscal 1996. This increase resulted primarily from $51.4 million of higher
service revenues from Racimec (the Company's subsidiary in Brazil), a $33.5
million increase in service revenues from the Company's existing customer base,
$8.8 million of higher service revenues from Transactive and $7.8 million of
service revenues from new on-line lottery systems operated by the Company that
commenced operations in fiscal 1997. The results of Racimec for fiscal 1996 were
included in the financial statements of the Company on the equity method of
accounting through January 31, 1996. The results of Racimec for fiscal 1997 and
the month of February 1996 have been consolidated. See Note B to the
Consolidated Financial Statements.
Product sales for fiscal 1997 were $114.7 million, representing an increase of
$56.6 million, or 97.7%, over the $58.1 million of product sales in fiscal 1996.
This increase resulted primarily from higher lottery terminal sales in fiscal
1997 than in fiscal 1996, along with the sale of four new central systems in
fiscal 1997 as compared to the sale of two new central systems in fiscal 1996.
These increases were partially offset by lower sales of component parts and
equipment ("OEM equipment") to Camelot Group plc ("Camelot") and other members
of the U.K. lottery consortium. The Company sold approximately 13,600 lottery
terminals during fiscal 1997, as compared to approximately 3,700 lottery
terminals during fiscal 1996.
Gross margins on service revenues decreased to 30.1% in fiscal 1997 from 35.6%
in fiscal 1996 due primarily to a small loss in fiscal 1997 at Racimec relating
to the start-up nature of the on-line lotteries serviced by Racimec, along with
lower margins experienced on new lottery contracts in the early stages of
lottery operations. Also contributing to the reduction was a lack of significant
large jackpot activity in the domestic lottery jurisdictions serviced by the
Company in fiscal 1997, compared to a relatively high level of jackpot activity
during fiscal 1996.
The small loss incurred by Racimec during fiscal 1997 was in line with
management's expectations. This represents a substantial improvement over
results for fiscal 1996 and reflects the revenue enhancement and cost reduction
plan implemented by the Company during the fourth quarter of fiscal 1996. The
Company believes that it will be able to recover Racimec's investment in its
existing Brazilian state lottery contracts ($35.3 million at February 22, 1997)
and is monitoring its progress closely. In addition, in January 1997, Racimec
signed a contract to provide, operate and maintain an on-line lottery system for
Caixa Economica Federal ("Caixa"), Latin America's largest financial institution
that runs Brazil's National Lottery. The Caixa on-line lottery system became
operational in May 1997.
Also in line with management's expectations, Transactive continued to incur
operating losses during fiscal 1997, although at a lower rate than in fiscal
1996. The reduction in operating losses reflects the successful implementation
of the Company's 1996 plan that, among other things, focused on reductions in
operating costs. The Company is also considering alternatives to increase the
value of Transactive, including possibly joint venturing with another entity.
There can be no assurance that the Company's plans and efforts with regard to
Transactive will continue to be successful, and if they are not, the Company may
be required to recognize a loss on a portion of its investment in Transactive.
Gross margins on product sales fluctuate depending on the mix, volume and timing
of product sales contracts. The increase in gross margins on product sales from
23.4% in fiscal 1996 to 41.2% in fiscal 1997 resulted from the realization
of more traditional margins from the sale of central systems during fiscal 1997
than realized in fiscal 1996, along with a higher level of lottery terminal
sales in fiscal 1997 than fiscal 1996.
Selling, general and administrative expenses in fiscal 1997 were $127.1 million,
representing a $16.9 million, or 15.3%, increase over the $110.2 million
incurred in fiscal 1996. This increase was primarily attributable to higher
administrative costs that were necessary to support expanded operations
(including two of the Company's newly formed subsidiaries, Dreamport and
WorldServ), increased sales and marketing for existing and new lottery customers
and higher legal costs relating in large part to investigations and legal
proceedings. As a percentage of revenues, selling, general and administrative
expenses were 14.0% and 14.8% during fiscal 1997 and 1996, respectively.
Research and development expenses in fiscal 1997 were $31.0 million,
representing a $1.5 million, or 4.9%, increase over research and development
expenses of $29.5 million in fiscal 1996. This increase reflects increased
development activity for new lottery game design and for the Company's newest
generation of terminals. As a percentage of revenues, research and development
expenses were 3.4% and 4.0% during fiscal 1997 and 1996, respectively.
<PAGE>
Interest income in fiscal 1997 was $4.4 million, a decrease of $7.7 million from
interest income of $12.1 million earned during fiscal 1996. This decrease was
attributable largely to the consolidation of Racimec and the resulting absence
of interest on loans from the Company to Racimec.
Equity in earnings of unconsolidated affiliates in fiscal 1997 was $16.7
million, an increase of $8.6 million over the $8.1 million earned during fiscal
1996. This increase was due primarily to the consolidation of Racimec and the
resulting absence of equity losses from Racimec in fiscal 1997, along with
equity income from Dreamport investments, partially offset by lower equity
income from Camelot resulting from lower instant ticket sales.
Other income in fiscal 1997 was $4.4 million, an increase of $3.5 million over
the $1.0 million earned in fiscal 1996. This increase was due primarily to
the sale by the Company of its investment in Pacific Online Systems Corporation.
Interest expense in fiscal 1997 was $20.8 million, a decrease of $3.4 million
from interest expense of $24.2 million incurred during fiscal 1996. This
decrease was due primarily to a higher level of interest capitalized to on-line
lottery system projects in fiscal 1997, along with lower interest rates,
partially offset by higher average debt outstanding.
The Company's effective income tax rate decreased to 41% in fiscal 1997 from 42%
in fiscal 1996 due principally to a reduction in nondeductible expenditures, as
well as the restructuring of the financing of Brazil. The Company's effective
income tax rate of 41% for fiscal 1997 was greater than the statutory rate due
primarily to state income taxes and certain expenses that are not deductible for
income tax purposes.
In August 1995, the suit Donald J. Trump v. Jeffrey S. Perlee et. al. was filed
in the New York County Supreme Court against the New York State Lottery seeking
declaratory and injunctive relief to prohibit the Lottery's Quick-Draw Game. In
June 1996, the New York Supreme Court Appellate Division affirmed the trial
court's denial of Mr. Trump's motion for a preliminary injunction in this case.
It is unclear whether or not Mr. Trump will initiate further proceedings with
respect to this case. Reference also is made to Part I, Item 1, -- "Factors That
May Affect Future Performance - Maintenance of Business Relationships and
Certain Legal Matters" and Note H to the Consolidated Financial Statements
herein for information concerning investigations recently instituted by the
Texas Lottery Commission and the U.S. Attorney's Office in Austin concerning
certain of the Company's business relationships relating to the Texas lottery,
the ongoing grand jury investigation announced by the U.S. Attorney in New
Jersey, and litigation in England with Richard Branson. As is the case with a
number of the Company's contracts (see Item 1 -- "Factors That May Affect Future
Performance - Maintenance of Business Relationships and Certain Legal Matters"),
the Texas Lottery Commission has the right to terminate its contract with the
Company without cause with 30 days prior notice. While the Texas Lottery
Commission has not exercised this right, as previously publicly reported, the
Texas Lottery Commission has expressed its intention to rebid the contract and
has directed its staff to prepare, and circulate by June 30, 1997, a request for
proposals with respect to the entire contract, as well as requests for proposals
for various portions of the contract. However, the Chairman of the Commission
has declared that this action is not and should not be deemed a termination of
the Company's contract. In connection with the five-year extension of the
Company's contract that was awarded in April 1996, the Company committed to and
is making major capital investments of more than $20.0 million and has incurred
significant additional related expenses. A substantial portion of such
investment, along with a substantial portion of the Company's existing
investment in its Texas lottery contract ($48.9 million at February 22, 1997)
may be required to be written off should the Company lose all or a portion of
the Texas lottery contract. See Note E to Consolidated Financial Statements
herein. The Company is pursuing all available options to ensure that its
contract extension through August 2002, negotiated in good faith with the Texas
Lottery, is honored. In fiscal 1997, 1996 and 1995, the aggregate revenues from
the State of Texas (including lottery and electronic benefits transfer)
represented 18.6%, 19.6% and 16.1%, respectively, of the Company's consolidated
revenues. No other customer accounted for as much as 10% of the Company's
consolidated revenues in such periods, although the Company's lottery contracts
in a number of jurisdictions, including California, Georgia, New York and the
United Kingdom, are important sources of revenues and earnings for the Company.
Comparison of Fiscal 1996 with 1995
Revenues for fiscal 1996 were $744.1 million, representing a $49.0 million, or
7.0%, increase over revenues of $695.1 million in fiscal 1995.
Service revenues in fiscal 1996 were $686.0 million, representing a $138.2
million, or 25.2%, increase over the $547.8 million of service revenues in
fiscal 1995. The increase resulted primarily from higher service revenues of
$82.6 million from the Company's existing customer base (due in part to higher
jackpot activity and expanded services), $31.7 million of higher service
revenues from the United Kingdom lottery that became operational in November
1994, $15.8 million of service revenues from Transactive, $4.3 million of
service revenues from Racimec for the month of February 1996 and $3.8 million of
service revenues from new on-line lottery systems operated by the Company that
commenced operations in fiscal 1996.
Product sales for fiscal 1996 were $58.1 million, representing an $89.2 million,
or 60.6%, decrease from product sales of $147.3 million in fiscal 1995. This
decrease resulted primarily from lower OEM equipment sales to Camelot (the
Company's U.K. operations began during fiscal 1995) along with lower lottery
terminal and central system sales. The Company sold approximately 3,700 lottery
terminals during fiscal 1996, as compared to approximately 12,300 terminals
during fiscal 1995.
Gross margins on service revenues increased to 35.6% in fiscal 1996 from 35.4%
in fiscal 1995 due principally to higher revenues earned from certain
jurisdictions (attributable primarily to higher jackpots and expanded services)
without a corresponding increase in the costs associated with operating those
lotteries. These higher margins were partially offset by a significant loss
incurred by Transactive.
Gross margins on product sales fluctuate depending primarily on the mix, volume
and timing of product sales contracts. Gross margins on product sales decreased
to 23.4% in fiscal 1996 from 28.1% in fiscal 1995. This decrease was due
primarily to a small loss incurred in connection with the sale of a central
system in fiscal 1996 that was more than offset in fiscal 1997 as the Company
completed the shipment of terminals under the contract. This reduction in margin
was partially offset by higher margins on terminal sales.
Selling, general and administrative expenses in fiscal 1996 were $110.2 million,
representing an $18.2 million, or 19.8%, increase over the $92.0 million
incurred in fiscal 1995. This increase was primarily attributable to higher
administrative costs that were necessary to support expanded operations
(including Transactive) and increased sales and marketing activity. In addition,
the Company continued to spend in the area of management information staff and
new systems as part of its efforts to improve its business information systems.
As a percentage of revenues, selling, general and administrative expenses were
14.8% and 13.2% during fiscal 1996 and fiscal 1995, respectively.
Research and development expenses in fiscal 1996 were $29.5 million,
representing a $1.5 million, or 5.4%, increase over research and development
expenses of $28.0 million in fiscal 1995. These increases in expenses were
attributable to increased development activity for new lottery equipment and
software and new lottery games for the Company's increased number of service
customers. In addition, a lower level of software engineering cost was
capitalized to new on-line lottery system projects. As a percentage of revenues,
research and development expenses were 4.0% and 4.1% during fiscal 1996 and
fiscal 1995, respectively.
Interest income in fiscal 1996 was $12.1 million, representing an increase of
$7.0 million over interest income of $5.1 million earned during fiscal 1995, due
primarily to interest earned on loans to Racimec.
Equity in earnings of unconsolidated affiliates in fiscal 1996 was $8.1 million,
representing an increase of $6.2 million over the $1.9 million earned during
fiscal 1995. This increase was due primarily to higher earnings from Camelot,
partially offset by losses from the Company's investment in Racimec.
Interest expense in fiscal 1996 was $24.2 million, an increase of $6.0 million,
or 33.3%, over interest expense of $18.2 million in fiscal 1995, due primarily
to higher average debt outstanding, along with higher average interest rates.
The Company's effective income tax rate decreased to 42% in fiscal 1996 from
43.5% in fiscal 1995 due principally to the increase in equity in earnings of
unconsolidated affiliates that is reported on an after-tax basis. The Company's
effective income tax rate of 42% in fiscal 1996 was greater than the statutory
rate due primarily to state income taxes and certain expenses that are not
deductible for income tax purposes.
Changes in Financial Position, Liquidity and Capital Resources
During fiscal 1997, the Company generated $219.1 million of cash from
operations. This cash was used primarily to fund the purchase of $192.0 million
of systems, equipment and other assets relating to contracts, along with the
purchase of $12.3 million of property, plant and equipment. In addition, the
Company repurchased $20.3 million of its common stock for the treasury.
The cost of systems, equipment and other assets relating to contracts increased
by $176.5 million from $887.2 million at February 24, 1996 to $1,063.7 million
at February 22, 1997. This increase reflects the installation of new lottery
networks in the states of New Jersey, Washington, New Mexico and Missouri, the
start of installation of a new lottery network for the Caixa in Brazil and the
expansion of lottery systems in several domestic and international locations.
Trade accounts receivable increased by $36.9 million from $73.8 million at
February 24, 1996 to $110.7 million at February 22, 1997 due primarily to the
high level of product sales in the fourth quarter of fiscal 1997, the Company's
expanded customer base and higher revenues from its existing customer base.
Other assets increased by $19.5 million from $62.0 million at February 24, 1996
to $81.5 million at February 22, 1997, due primarily to the February 1997
payment to buyout the Company's contracts with its former consultant in the
State of Texas (which will be amortized over the expected life of the Texas
lottery contract), along with prepayments of central system equipment
maintenance for certain of the Company's U.S. lottery contracts. These increases
were partially offset by scheduled collections of long-term receivables.
The Company's business is capital-intensive. Although it is not possible to
estimate precisely, due to the nature of the business, the Company currently
anticipates that the level of capital expenditures for systems, equipment and
other assets relating to contracts required during fiscal 1998 will be in a
range of $300.0 million to $350.0 million. Approximately $120.0 million of such
spending will be required to implement the on-line lottery system for the Caixa
in Brazil. In addition, the Company currently anticipates that the level of
capital expenditures for property, plant and equipment in fiscal 1998 will
approximate $18.4 million. The principal sources of liquidity for the Company
are expected to be cash generated from operations and borrowings under the
Company's Credit Facility. On April 26, 1997 there was approximately $432.0
million of borrowings outstanding and an additional $68.0 million available for
borrowing under the Credit Facility. The Company currently expects that its cash
flow from operations and available borrowings under its Credit Facility,
together with other sources of capital believed to be available, will be
sufficient to permit it to meet its anticipated working capital and ordinary
capital expenditure needs, to service its debt obligations and to permit it to
fund anticipated internal growth. The Company currently intends to refinance all
or a portion of its Credit Facility.
Inflation, Interest Rates and Foreign Exchange Fluctuation
The impact of inflation on the Company's operations has not been significant to
date. While the Company believes that its business is not highly sensitive to
inflation, there can be no assurance that a high rate of inflation in the future
would not have an adverse effect on the Company's operations.
The Company uses various interest rate hedging instruments to reduce the risk
associated with future increases in interest rates on its floating rate
long-term debt. In January 1996, the Company entered into three interest rate
swaps with an aggregate notional amount of $125.0 million that provided interest
rate protection over the period January 26, 1996 to April 28, 1997. The swaps
effectively entitled the Company to receive payments from the financial
institutions that were counterparties to the swaps should the three-month London
Interbank Offered Rates ("LIBOR") exceed approximately 5.05%. On April 28, 1997,
the Company received approximately $.2 million in connection with the settlement
of these swaps.
The Company attempts to manage its foreign exchange risk by securing payment
from its customers in U.S. dollars, by sharing risk with its customers, by
utilizing foreign currency borrowings, by leading and lagging receipts and
payments and by entering into foreign currency exchange contracts. In addition,
a significant portion of the costs attributable to the Company's foreign
currency revenues are incurred in the local currencies.
The Company, from time to time, enters into foreign currency exchange contracts
to hedge the risk associated with certain firm sales commitments, anticipated
revenue streams and certain assets and liabilities denominated in foreign
currencies. The Company does not engage in currency speculation. Gains and
losses on contracts that hedge specific foreign currency commitments are
deferred and accounted for as part of the transaction being hedged. Contracts
used to hedge anticipated revenue streams and certain assets and liabilities are
marked to market, and the resulting transaction gain or loss is included in the
determination of net income. As of April 26, 1997, the Company had approximately
$49.0 million of outstanding foreign currency exchange contracts to purchase
foreign currencies (primarily Japanese Yen) and approximately $57.1 million of
outstanding foreign currency exchange contracts to sell foreign currencies
(primarily Japanese Yen).
For further information on the above, see Note O to the Consolidated Financial
Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Auditors
Board of Directors and Shareholders
GTECH Holdings Corporation
We have audited the accompanying consolidated balance sheets of GTECH Holdings
Corporation and subsidiaries as of February 22, 1997 and February 24, 1996, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended February 22, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Camelot Group plc, (an entity in which
the Company has a 22.5% interest), have been audited by other auditors whose
report has been furnished to us; insofar as our opinion on the consolidated
financial statements of the Company relates to data included for Camelot Group
plc, it is based solely on their report.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of GTECH Holdings Corporation and
subsidiaries at February 22, 1997 and February 24, 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended February 22, 1997, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
Providence, Rhode Island
April 11, 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Camelot Group plc
We have audited the financial statements and financial schedules of Camelot
Group plc on pages 3 to 19 which are expressed in pounds sterling. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United Kingdom and the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements audited by us referred to above present
fairly, in all material respects, the financial position of Camelot Group plc at
1 February 1997 and 3 February 1996 and the results of its operations, total
recognised gains and losses and cash flows for the years ended 1 February 1997
and 3 February 1996 and the ten months ended 4 February 1995 in conformity with
generally accepted accounting principles in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the United
States. The application of the latter would have affected the determination of
net income expressed in pounds sterling for the years ended 1 February 1997 and
3 February 1996 and the ten months ended 4 February 1995 and the determination
of shareholders' equity also expressed in pounds sterling at 1 February 1997 and
3 February 1996 to the extent summarised in the attached reconciliation.
Price Waterhouse
21 March 1997
<PAGE>
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
February 22, February 24,
1997 1996
----------- -----------
(Dollars in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................................ $ 11,985 $ 8,519
Trade accounts receivable ................................................ 110,707 73,755
Sales-type lease receivables ............................................. 15,231 4,543
Inventories .............................................................. 35,326 43,669
Deferred income taxes .................................................... 20,237 25,661
Other current assets ..................................................... 9,743 8,058
----------- -----------
TOTAL CURRENT ASSETS ............................... 203,229 164,205
SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO CONTRACTS .................... 502,301 469,246
GOODWILL, net of accumulated amortization .................................... 112,853 114,843
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES ..................... 56,693 49,068
OTHER ASSETS ................................................................. 81,465 62,018
----------- -----------
TOTAL ASSETS ....................................... $ 956,541 $ 859,380
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ......................................................... $ 53,944 $ 46,343
Accrued expenses ......................................................... 52,625 54,465
Employee compensation .................................................... 27,991 24,929
Advance payments from customers .......................................... 10,534 12,110
Other current liabilities ................................................ 1,395 951
Income taxes payable ..................................................... 13,777 --
Current portion of long-term debt ........................................ 6,049 3,993
----------- -----------
TOTAL CURRENT LIABILITIES .......................... 166,315 142,791
LONG-TERM DEBT, less current portion ......................................... 382,499 382,930
OTHER LIABILITIES ............................................................ 25,907 30,264
DEFERRED INCOME TAXES ........................................................ 23,687 6,670
COMMITMENTS AND CONTINGENCIES ................................................ -- --
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,
43,845,651 and 43,739,520 shares issued; 42,490,770 and 43,021,839
shares outstanding at February 22, 1997 and February 24, 1996,
respectively ........................................................... 438 437
Additional paid-in capital ............................................... 169,705 167,758
Equity carryover basis adjustment ........................................ (7,008) (7,008)
Cumulative translation adjustment ........................................ 1,472 (463)
Retained earnings ........................................................ 228,741 150,938
----------- -----------
393,348 311,662
Less cost of 1,354,881 and 717,681 shares in treasury at February 22, 1997
and February 24, 1996, respectively .................................... (35,215) (14,937)
----------- -----------
358,133 296,725
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ......... $ 956,541 $ 859,380
=========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------
February 22, February 24, February 25,
1997 1996 1995
----------- ----------- -----------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C>
Revenues:
Services .............................................................. $ 789,534 $ 686,043 $ 547,767
Sales of products ..................................................... 114,738 58,047 147,340
----------- ----------- -----------
904,272 744,090 695,107
Costs and expenses:
Costs of services ..................................................... 551,662 441,904 353,670
Costs of sales ........................................................ 67,441 44,452 105,872
----------- ----------- -----------
619,103 486,356 459,542
----------- ----------- -----------
Gross profit .............................................................. 285,169 257,734 235,565
Selling, general and administrative ....................................... 127,080 110,212 91,960
Research and development .................................................. 30,998 29,539 28,024
Special charge ............................................................ -- -- 11,100
----------- ----------- -----------
Operating income .......................................................... 127,091 117,983 104,481
Other income (expense):
Interest income ....................................................... 4,424 12,124 5,120
Equity in earnings of unconsolidated affiliates ....................... 16,727 8,060 1,872
Other income (expense) ................................................ 4,439 939 (689)
Interest expense ...................................................... (20,812) (24,231) (18,185)
----------- ----------- -----------
Income from continuing operations before income
taxes and extraordinary charge ........................................ 131,869 114,875 92,599
Income taxes .............................................................. 54,066 48,248 40,280
----------- ----------- -----------
Income from continuing operations before extraordinary charge ............. 77,803 66,627 52,319
Discontinued operations:
Loss from operations .................................................. -- -- (6,583)
Loss on disposal ...................................................... -- -- (43,444)
----------- ----------- -----------
Income before extraordinary charge ........................................ 77,803 66,627 2,292
Extraordinary charge on early extinguishment of debt,
net of income tax benefit of $1,093 ................................... -- -- (1,420)
----------- ----------- -----------
Net income ................................................................ $ 77,803 $ 66,627 $ 872
=========== =========== ===========
Earnings per common share:
Income from continuing operations before extraordinary charge ......... $ 1.81 $ 1.54 $ 1.20
Discontinued operations ............................................... -- -- (1.15)
Extraordinary charge .................................................. -- -- (.03)
----------- ----------- -----------
$ 1.81 $ 1.54 $ .02
=========== =========== ===========
Weighted average common shares outstanding ................................ 42,976,000 43,236,000 43,451,000
=========== =========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional
--------------------- Paid-in Retained Treasury
Shares Amount Capital Other Earnings Stock Total
---------- -------- ---------- -------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 26, 1994 .............. 43,635,446 $ 436 $ 161,260 $ (8,091) $ 83,439 $ (4,715) $ 232,329
Purchase of 167,038 shares of common stock -- -- -- -- -- (2,889) (2,889)
Common stock issued under stock award plans 36,430 1 736 -- -- -- 737
Net income ................................ -- -- -- -- 872 -- 872
Foreign currency translation .............. -- -- -- 1,882 -- -- 1,882
---------- -------- ---------- --------- --------- ---------- ---------
Balance at February 25, 1995 .............. 43,671,876 $ 437 $ 161,996 $ (6,209) $ 84,311 $ (7,604) $ 232,931
Purchase of 294,000 shares of common stock -- -- -- -- -- (7,333) (7,333)
Common stock issued under stock award plans 67,644 -- 1,334 -- -- -- 1,334
Tax benefit from stock compensation ....... -- -- 4,428 -- -- -- 4,428
Net income ................................ -- -- -- -- 66,627 -- 66,627
Foreign currency translation .............. -- -- -- (1,262) -- -- (1,262)
---------- -------- ---------- ---------- --------- ---------- ---------
Balance at February 24, 1996 ........... 43,739,520 $ 437 $ 167,758 $ (7,471) $ 150,938 $ (14,937) $ 296,725
Purchase of 637,200 shares of common stock -- -- -- -- -- (20,278) (20,278)
Common stock issued under stock award plans 106,131 1 1,947 -- -- -- 1,948
Net income ................................ -- -- -- -- 77,803 -- 77,803
Foreign currency translation .............. -- -- -- 1,935 -- -- 1,935
---------- -------- ---------- ---------- --------- ---------- ---------
Balance at February 22, 1997 ........... 43,845,651 $ 438 $ 169,705 $ (5,536) $ 228,741 $ (35,215) $ 358,133
========== ======== ========== ========== ========= ========== =========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------
February 22, February 24, February 25,
1997 1996 1995
----------- ----------- -----------
(Dollars in thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income ......................................................................... $ 77,803 $ 66,627 $ 872
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ................................................ 172,630 132,550 114,254
Loss on disposal of discontinued operations .................................. -- -- 59,640
Extraordinary charge on early extinguishment of debt before income tax benefit -- -- 2,513
Deferred income taxes ........................................................ 22,441 16,412 (13,252)
Equity in earnings of unconsolidated affiliates .............................. (16,727) (8,060) (1,872)
Other ........................................................................ 7,207 4,316 3,308
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable ................................................ (36,952) 3,400 (12,233)
Inventories .............................................................. 8,307 (3,217) 10,306
Other assets and liabilities ............................................. (11,820) 8,562 13,084
Other assets and liabilities of discontinued operations .................. (3,774) (13,573) (5,043)
----------- ----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES .......................................... 219,115 207,017 171,577
INVESTING ACTIVITIES
Purchases of systems, equipment and other assets relating to contracts ............. (191,970) (183,986) (134,230)
Purchases of property, plant and equipment ......................................... (12,341) (10,265) (13,712)
Investments in and advances to unconsolidated affiliates ........................... (9,817) (41,591) (75,577)
Acquisitions (net of cash acquired) ................................................ (2,000) (495) (959)
Cash received from affiliates ...................................................... 11,203 3,734 180
Proceeds from sale of investments .................................................. 5,895 -- --
----------- ----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES ............................................. (199,030) (232,603) (224,298)
FINANCING ACTIVITIES
Purchases of treasury stock ........................................................ (20,278) (7,333) (2,889)
Net proceeds from issuance of long-term debt ....................................... 6,107 49,394 357,173
Net borrowings (payments) under short-term borrowing arrangements .................. 444 (3,788) (27,414)
Principal payments on long-term debt ............................................... (4,358) (6,396) (277,973)
Other .............................................................................. 1,358 (454) (1,892)
----------- ----------- -----------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES ............................... (16,727) 31,423 47,005
Effect of exchange rate changes on cash ............................................ 108 (750) 2,344
----------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................... 3,466 5,087 (3,372)
Cash and cash equivalents at beginning of year ..................................... 8,519 3,432 6,804
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR ........................................... $ 11,985 $ 8,519 $ 3,432
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments (net of amounts capitalized) ................................. $ 20,523 $ 25,485 $ 17,065
Income tax payments ............................................................ 30,045 30,830 35,813
Income tax refunds ............................................................. (335) (762) (262)
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: GTECH Holdings Corporation ("Holdings") conducts
business through its consolidated subsidiaries and unconsolidated affiliates and
has as its only asset an investment in GTECH Corporation ("GTECH"), its
wholly-owned subsidiary. The consolidated financial statements include the
accounts of Holdings, GTECH and all majority and wholly-owned subsidiaries
(collectively referred to herein as the "Company"). Significant intercompany
accounts and transactions have been eliminated in preparing the Consolidated
Financial Statements. Investments in 20% to 50% owned affiliates are accounted
for using the equity method and investments in less than 20% owned affiliates
are accounted for using the cost method.
Certain reclassifications have been made to the prior years' financial
statements to conform with the current year presentation.
Industry Segment and Nature of Operations: The Company operates in one business
segment that provides on-line, high speed, highly-secured transaction processing
systems predominately to the lottery industry. The Company's lottery service
contracts are generally subject to a new competitive procurement process after
the expiration of the contract term and any extensions thereof. The Company's
business is highly regulated, and the competition to secure new government
contracts is often intense.
Fiscal Year: The Company's fiscal year ends on the last Saturday in February.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition: Service revenues are recognized as the services are
performed. Liquidated damages are expensed as incurred.
Revenues from product sales or sales-type leases are recognized when
installation is complete and the product is accepted by the customer. In those
instances where the Company is not responsible for installation, revenue is
recognized when the product is shipped.
Foreign Currency Translation: The functional currency for the majority of the
Company's foreign operations is the applicable local currency. The translation
of the applicable foreign currencies into U.S. dollars is performed for balance
sheet accounts using current exchange rates in effect at the balance sheet date
and for revenue and expense accounts using a weighted average exchange rate
during the period. The gains or losses resulting from such translation are
accumulated as a separate component of shareholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.
For those foreign subsidiaries operating in a highly inflationary economy or
having the U.S. dollar as their functional currency, net nonmonetary assets are
translated at historical rates and net monetary assets are translated at current
rates. Translation adjustments are included in the determination of net income.
Research and Development: Research and development expenses are charged to
operations as incurred.
Stock-Based Compensation: The Company grants stock options for a fixed number of
shares of the common stock of Holdings ("Common Stock") to employees and
non-employee directors with an exercise price equal to the fair value of the
shares at the date of grant. The Company accounts for stock option grants in
accordance with Accounting Principle Board Opinion No. 25, "Accounting for Stock
Issued to Employees" and, accordingly, recognizes no compensation expense for
the stock option grants.
Income Taxes: Deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted income tax rates and laws that will be in
effect when the temporary differences are expected to reverse. Additionally,
deferred tax assets and liabilities are separated into current and non-current
amounts based on the classification of the related assets and liabilities for
financial reporting purposes.
Earnings per Common Share: Earnings per common share are calculated by dividing
net income by weighted average common shares outstanding during each fiscal
year. The exercise of outstanding stock options would not result in a material
dilution of earnings per common share.
<PAGE>
NOTE A - SIGNIFICANT ACCOUNTING POLICIES - (continued)
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", that is required to be adopted by the Company in the
fourth quarter of fiscal 1998. At that time, the Company will be required to
change the method currently used to calculate earnings per share and to restate
all prior periods presented. Under the new requirements for calculating basic
earnings per share, the dilutive effect of stock options will be excluded. Had
the provisions of Statement No. 128 been used to calculate earnings per share
for the three fiscal years in the period ended February 22, 1997, earnings per
share would not have differed materially from the reported amounts.
Cash Equivalents: The Company considers short-term, highly liquid investments
with an original maturity of three months or less at the date of purchase to be
cash equivalents.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market.
Systems, Equipment and Other Assets Relating to Contracts: Systems, equipment
and other assets relating to contracts are stated on the basis of cost.
Depreciation is computed over the estimated useful lives of the assets using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes. The estimated useful life is generally five years.
Impairment of Long-Lived Assets: The Company periodically reviews the
recoverability of its long-lived assets. If facts and circumstances indicate
that the Company's long-lived assets might be impaired, the estimated future
undiscounted cash flows associated with the long-lived asset would be compared
to its carrying amount to determine if a write-down to fair value is necessary.
Goodwill: Goodwill represents the excess of cost over the fair value of net
assets acquired and is amortized on a straight-line basis principally over 40
years. As of February 22, 1997 and February 24, 1996, accumulated amortization
was $19,498,000 and $15,509,000, respectively.
<PAGE>
NOTE B - BUSINESS ACQUISITIONS
On September 1, 1993, the Company acquired 41.5% of the voting common and 41.5%
of the non-voting preferred stock of Racimec Informatica Brasileira S.A.
("Racimec"), a Brazilian company engaged in the lottery business, for cash
consideration of approximately $6,900,000 plus related expenses. On January 31,
1996, the Company acquired the remaining voting common stock and 37.7% of
nonvoting preferred stock of Racimec for cash consideration of $4,600,000 plus
related expenses and the exchange by the Company of $9,400,000 of notes and
related accrued interest receivable from a shareholder of Racimec. In connection
with the acquisition, the Company recorded approximately $29,187,000 of
goodwill. The results of Racimec for fiscal 1996 are included in the financial
statements of the Company using the equity method of accounting through January
31, 1996. Subsequent to January 31, 1996, the accounts of Racimec have been
consolidated.
In February 1997, the Company acquired 100% of the voting common stock of SB
Industria E Comercio LTDA. ("SB Manaus"), a company located in Brazil for
$2,000,000. SB Manaus was the consortium partner of Racimec in connection with
the bid for the on-line lottery contract with Caixa Economica Federal ("Caixa"),
Latin America's largest financial institution that runs Brazil's National
Lottery. The Caixa contract was awarded to Racimec in January 1997. The Company
is obligated to purchase the remaining non-voting preferred stock of Racimec for
approximately $5,900,000 six months after the start-up of the Caixa on-line
lottery system.
The following summary presents on an unaudited pro forma basis, the combined
results of the Company and Racimec as if the January 31, 1996 acquisition had
taken place as of the beginning of fiscal 1996 and 1995. For purposes of this
pro forma presentation, the pre-acquisition results of operations have been
adjusted to give effect to interest costs of funds used to finance the
acquisition, intercompany transactions and amortization of goodwill.
(Unaudited)
Fiscal Year Ended
---------------------------------------
February 24, 1996 February 25, 1995
----------------- -----------------
(Dollars in thousands, except
per share amounts)
Revenues ........................... $ 787,747 $ 718,647
Income from continuing operations
before extraordinary charge ....... 54,085 50,756
Income before extraordinary charge . 54,085 729
Net income (loss) .................. 54,085 (691)
Earnings per common share:
Income from continuing operations
before extraordinary charge .... $ 1.25 $ 1.17
Discontinued operations ......... -- (1.15)
Extraordinary charge ............ -- (.03)
----------------- -----------------
$ 1.25 $ (.01)
================= =================
The above pro forma information does not purport to represent the Company's
actual results of operations had the January 31, 1996 acquisition of Racimec
occurred at the beginning of the periods indicated or to project the Company's
results for any future periods.
<PAGE>
NOTE C - INVENTORIES
Inventories consist of:
February 22, 1997 February 24, 1996
----------------- -----------------
(Dollars in thousands)
Purchased components ............... $ 11,483 $ 20,341
Finished subassemblies ............. 1,993 3,526
Work-in-progress ................... 16,106 17,936
Finished goods ..................... 5,744 1,866
----------------- -----------------
$ 35,326 $ 43,669
================= =================
NOTE D - DISCONTINUED OPERATIONS
In February 1995, the Board of Directors of the Company approved a plan to
dispose of the Company's AmTote subsidiary. AmTote was engaged in the parimutuel
on-track services and benefits delivery businesses. The Company retained the
benefits delivery business. In connection with the disposal of AmTote, the
Company recorded an after-tax charge of $43,444,000 in fiscal 1995. The results
of operations of AmTote for fiscal 1995 have been reported as losses from
discontinued operations, net of income tax benefit. In February 1996, the
Company sold AmTote to Mudge Acquisitions Group ("Mudge").
The following table sets forth summary information relating to AmTote:
Fiscal Year Ended
February 25, 1995
-----------------
(Dollars in thousands)
Revenues ...................................... $ 37,507
Costs and expenses ............................ 47,540
-----------------
Operating loss before income tax benefit ... (10,033)
Income tax benefit relating to operations ..... 3,450
-----------------
Loss from operations ....................... (6,583)
Loss on disposal before income tax benefit .... (59,640)
Income tax benefit relating to loss on disposal 16,196
-----------------
Loss on disposal ........................... (43,444)
-----------------
Loss from discontinued operations .......... $ (50,027)
=================
The accrual for discontinued operations at February 22, 1997, amounts to
$11,212,000, comprised of $2,602,000 in current liabilities and $8,610,000 in
other liabilities. These amounts represent estimates of pension and other
post-retirement liabilities that the Company has agreed to reimburse Mudge for
in connection with the sale of AmTote.
<PAGE>
NOTE E - SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO CONTRACTS
Systems, equipment and other assets relating to contracts consists of:
February 22, 1997 February 24, 1996
----------------- -----------------
(Dollars in thousands)
Land and buildings ................. $ 5,881 $ 5,870
Computer terminals and systems ..... 925,614 725,177
Furniture and equipment ............ 95,284 78,584
Contracts in progress .............. 36,872 77,563
----------------- -----------------
1,063,651 887,194
Less accumulated depreciation
and amortization ................ 561,350 417,948
----------------- -----------------
$ 502,301 $ 469,246
================= =================
The Company has made significant investments in systems, equipment and other
assets to establish infrastructure to support its current and future benefits
delivery business. At February 22, 1997, these assets had a carrying value of
approximately $62,233,000. In response to significant operating losses incurred
by Transactive during fiscal 1996, the Company, in the second half of fiscal
1996, implemented a plan that, among other things, focused on reductions in
operating costs. During fiscal 1997, although Transactive continued to incur
losses, such losses were reduced from the prior year and the Company achieved
the financial goals in its plan for such year. The Company plans continuing
focus on cost reduction. The Company is also considering alternatives to
increase the value of Transactive, including joint venturing with another
entity. There can be no assurance that the Company's plans and efforts with
regard to Transactive will continue to be successful, and if they are not, the
Company may be required to recognize a loss on a portion of its investment in
Transactive.
In connection with the five-year extension of the Company's Texas lottery
contract that was awarded in April 1996, the Company committed to and is making
major capital investments of more than $20,000,000 and has incurred significant
additional related expenses. A substantial portion of such investment, along
with a substantial portion of the Company's existing investment in its Texas
lottery contract ($48,915,000 at February 22, 1997) may be required to be
written off should the Company lose all or a portion of the Texas lottery
contract (See Note H).
<PAGE>
NOTE F - UNCONSOLIDATED AFFILIATES
The Company's investments in unconsolidated affiliated companies over which it
exerts significant influence are accounted for using the equity method. The
Company has a 22.5% interest in Camelot Group plc ("Camelot"), a 40% interest in
Lottery Technology Enterprises ("LTE"), and a 50% interest in each of four joint
ventures with Full House Resorts, Inc. ("Full House"). In addition, through
January 31, 1996 the Company held a 41.5% interest in Racimec (See Note B) and
at February 24, 1996, the Company held a 20% interest in Pacific Online Systems
Corporation ("Pacific"). The Company sold its investment in Pacific in fiscal
1997 for $5,895,000.
Camelot is a consortium that operates the United Kingdom lottery and is the
largest of the Company's unconsolidated affiliates. The Company's investments in
and advances to Camelot amounted to $43,358,000 and $33,639,000 at February 22,
1997 and February 24, 1996, respectively. In addition, the Company's equity in
the earnings of Camelot amounted to $14,394,000, $17,961,000 and $2,367,000 for
fiscal 1997, 1996 and 1995, respectively. LTE is a joint venture comprised of
the Company and District Enterprise for Lottery Technology Applications of
Washington, D.C. that holds a contract with the District of Columbia Lottery and
Charitable Games Control Board. The joint ventures with Full House are engaged
in the financing and development of Native American and other casino gaming
ventures. Pacific is a corporation that holds a contract with the Philippine
Charity Sweepstakes Office.
The following is a summary of the combined financial condition of the Company's
unconsolidated affiliates along with their combined results of operations, used
as the basis for applying the equity method of accounting:
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Earnings data:
Revenues ...................... $ 7,319,017 $ 7,919,759 $ 1,121,956
Gross profit .................. 235,610 261,445 83,313
Net income .................... 65,743 65,587 10,937
Balance sheet data:
Current assets ................ $ 646,082 $ 731,108 $ 211,999
Noncurrent assets ............. 156,472 169,401 213,640
Current liabilities ........... 556,011 716,951 302,900
Noncurrent liabilities ........ 55,798 29,919 23,919
</TABLE>
The Company's share of undistributed earnings of affiliated companies included
in retained earnings was $29,496,000, $17,025,000 and $3,297,000 at February 22,
1997, February 24, 1996 and February 25, 1995, respectively. Dividends received
from an unconsolidated affiliate were $6,881,000 and $3,298,000 in fiscal 1997
and 1996, respectively. No dividends were received in fiscal 1995.
<PAGE>
NOTE G - LONG-TERM DEBT
Long-term debt consists of:
February 22, 1997 February 24, 1996
----------------- -----------------
(Dollars in thousands)
Revolving credit facility .......... $ 367,000 $ 366,500
Other ............................. 21,548 20,423
----------------- -----------------
388,548 386,923
Less current maturities ............ 6,049 3,993
----------------- -----------------
$ 382,499 $ 382,930
================= =================
The Company has an unsecured revolving credit facility of $500,000,000 expiring
on September 15, 1999 (the "Credit Facility"). At February 22, 1997, the
weighted average interest rate for all outstanding borrowings under the Credit
Facility was 5.69%. The Company is required to pay a facility fee of .125% per
annum on the total revolving credit commitment. The restrictive provisions of
the Credit Facility include, among other things, requirements relating to the
maintenance of certain financial ratios, restrictions on additional indebtedness
and restrictions on the ability of the Company to make cash distributions on its
Common Stock under certain circumstances. At February 22, 1997, under the most
restrictive covenants, the Company had available $58,647,000 of retained
earnings for the payment of dividends. The Company has never paid cash dividends
on its Common Stock and does not plan to do so in the foreseeable future. The
current policy of the Company's Board of Directors is to reinvest earnings in
the operation and expansion of the business of the Company.
Up to $100,000,000 of the Credit Facility may be used for the issuance of
letters of credit. There were no letters of credit outstanding under the Credit
Facility as of February 22, 1997. The Company had outstanding at February 22,
1997, $103,143,000 of letters of credit issued outside of the Credit Facility.
The annual cost for these outstanding letters of credit is principally .5% of
the face amount.
Long-term debt at February 22, 1997 matures as follows:
Fiscal Year (Dollars in thousands)
-----------
1998 $ 6,049
1999 4,160
2000 378,339
Interest costs incurred by the Company were $25,036,000, $24,548,000 and
$19,312,000 (of which $4,224,000, $317,000 and $1,127,000 were capitalized as
additional costs of qualifying property during the construction period) for
fiscal 1997, 1996 and 1995, respectively.
<PAGE>
NOTE H - COMMITMENTS AND CONTINGENCIES
Contracts
Contracts generally contain time schedules for, among other things, commencement
of system operations and the installation of terminals, as well as detailed
performance standards. The Company is typically required to furnish substantial
bonds to secure its performance under these contracts. In addition to other
possible consequences, including contract termination, failure to meet specified
deadlines or performance standards, could trigger substantial penalties in the
form of liquidated damage assessments. Many of the Company's contracts permit
the customer to terminate the contract at will and do not specify the
compensation, if any, to which the Company would be entitled were such a
termination to occur.
Legal Matters
It has not been uncommon in the lottery industry for investigations of various
types, including grand jury investigations, to be conducted by federal or state
law enforcement and other officials into possible undue influence, bribery or
other improprieties or wrongdoing in connection with efforts to obtain or the
awarding of lottery contracts and related matters. Such investigations often are
called for by disappointed competitors or politicians (who may include those
opposed to gaming or the lottery business). Some investigations in the past have
involved the Company, or its consultants, lobbyists or representatives, directly
or indirectly, and the Company is aware of federal grand jury investigations
currently being conducted by the U.S. Attorneys in New Jersey and Texas.
As previously publicly reported, in October 1994, the U.S. Attorney's Offices
for the Western District of Kentucky and for the District of New Jersey
announced that separate indictments had been returned by federal grand juries in
those jurisdictions against J. David Smith, the former sales manager of the
Company (who resigned in early 1994 for reasons unrelated to the indictments),
and several other individuals who served as consultants or suppliers to the
Company. The indictments alleged essentially that, unbeknownst to the Company,
Mr. Smith had received kickbacks from the consultants and suppliers for his own
benefit. The indictments did not charge the Company with any wrongdoing, and the
actions complained of did not affect the Company's Kentucky or New Jersey
lottery operations. In January 1995, at the conclusion of the Government's case,
the U.S. District Court for the Western District of Kentucky dismissed all
charges against Mr. Smith and the other defendant, a GTECH supplier. The New
Jersey trial of Mr. Smith and two consultants commenced in September 1996 in the
U.S. District Court for New Jersey, and in October 1996 Mr. Smith and one of the
two consultants were found guilty of all charges. The other consultant was found
not guilty. Mr. Smith has moved for a new trial. In the midst of these events,
the New Jersey Lottery Commission awarded GTECH a contract to continue operating
the state lottery.
Subsequent to the Smith trial, the New Jersey U.S. Attorney announced in a press
release that a grand jury investigation in that jurisdiction is continuing but
did not specify the scope of such investigation. Thereafter, the New Jersey U.S.
Attorney's Office issued subpoenas to GTECH, one of which is being disputed by
GTECH. The Texas U.S. Attorney's Office in the past has also issued subpoenas to
GTECH. GTECH is cooperating with these investigations.
As previously publicly reported, the United States Attorney's Office in Georgia
recently advised GTECH's counsel that its grand jury investigation, which GTECH
previously reported, has terminated. No charges were brought against GTECH.
No charges of wrongdoing have ever been brought against GTECH or the Company by
any grand jury or other governmental authority. On two occasions in the past,
charges of wrongdoing were brought against non-employee lobbyists retained by
GTECH, but neither lobbyist was found guilty of any activities relating to
GTECH.
The Company does not believe that it has engaged in any wrongdoing in connection
with these matters. However, since the current investigations are still underway
and are conducted largely in secret, the Company lacks sufficient information to
determine with certainty their ultimate scope and whether the government
authorities will assert claims resulting from these or other investigations that
could implicate or reflect adversely upon the Company. Because the Company's
reputation for integrity is an important factor in its business dealings with
lottery and other governmental agencies, if government authorities were to make
an allegation of, or if there were to be a finding of, improper conduct on the
part of or attributable to the Company in any matter, such an allegation or
finding could have a material adverse effect on the Company's business,
including its ability to retain existing contracts and to obtain new or renewal
contracts. In addition, continuing adverse publicity resulting from these
investigations and related matters could have such a material adverse effect.
<PAGE>
NOTE H - COMMITMENTS AND CONTINGENCIES - (continued)
As widely reported in the Texas media, the Texas Lottery Commission is inquiring
of GTECH regarding its business relationships relating to the Texas Lottery and
GTECH has cooperated with that inquiry. The Texas Lottery is also inquiring
about several other matters which could have material negative implications with
respect to GTECH's business in Texas, including the following:
- GTECH's consulting contracts with Ben Barnes, former Lieutenant Governor
of Texas, which contracts were entered into in 1991 and were bought out
and terminated by the Company in February 1997;
- GTECH's retention in October 1992 of Michael Moeller, a friend of Nora
Linares, the then Executive Director of the Texas Lottery, as a
consultant regarding New Mexico;
- Mr. Barnes' gift in December 1992 of a $100 paperweight to then Governor
of Texas, Ann Richards;
- Any other instances in which GTECH entertained or gave a gift to a state
official (without reimbursement).
In addition, the Texas State Auditor has issued to GTECH a Request for
Information, and GTECH is complying with that request.
In March 1997, the Texas Lottery Commission directed its staff to prepare and
circulate by June 30, 1997, a request for proposals with respect to the entire
Texas Lottery contract currently held by GTECH, as well as requests for
proposals for various portions of that contract. However, the Chairman of the
Commission has declared that this action is not and should not be deemed an
exercise by the Texas Lottery of the termination provision of GTECH's contract,
without cause, upon 30 days prior notice. The Texas Lottery Commission has
further asserted that it has no obligation to deal with GTECH in good faith with
respect to the termination of its contract with the Company, a position with
which GTECH strongly disagrees. Pursuant to the amendment to GTECH's contract
executed in April 1996 which extended the term of the contract for five years,
the Company is making major capital investments of more than $20 million and has
incurred significant related expenses (See Note E). The Texas Lottery contract
is GTECH's largest, accounting for approximately 16% of GTECH's total revenues
in fiscal 1997 and a significant percentage of operating income. GTECH is
pursuing all available options to ensure that its contract, amended to extend
through August 2002 and negotiated in good faith with the Texas Lottery, is
honored.
In April 1997, Nora Linares, the former Executive Director of the Texas Lottery
Commission, filed suit against GTECH and James Hosker, the Company's Texas Site
Director (captioned Nora Alicia Linares v. GTECH Corporation and James Hosker,
et al.), in the District Court of Travis County, Texas (261st Judicial
District). Ms. Linares, who had been terminated as Executive Director of the
Texas Lottery Commission in January 1997, alleges that GTECH, in violation of
Texas State Law and its lottery contract with the State of Texas, tortiously
interfered with her employment relationship with her former employer by, among
other things, hiring Michael Moeller as a consultant, and intentionally
inflicted emotional distress upon her. Ms. Linares seeks both a declaratory
judgment setting forth the rights, duties and responsibilities which GTECH owes
to public officials such as Ms. Linares, as well as actual and exemplary damages
from GTECH. GTECH believes that this lawsuit is without merit and is defending
itself (and Mr. Hosker) vigorously. On May 2, 1997, GTECH filed a notice of
removal in the Austin Division of the United States District Court for the
Western District of Texas, seeking to have the case transferred from the state
court to the federal court.
As previously publicly reported, in December 1995, Richard Branson filed suit in
the United Kingdom's High Court of Justice (Queen's Bench Division) against
GTECH U.K. Corporation, a subsidiary of the Company, and Robert Rendine, its
press spokesman (captioned Richard Branson v. GTECH U.K. Corporation and Robert
Rendine), and in January 1996, Mr. Branson filed suit in this same court against
the Company's Chairman, Guy B. Snowden (captioned Richard Branson v. Guy
Snowden), alleging in both cases that the defendants had libeled Mr. Branson in
responding to certain allegations which had been made by Mr. Branson. Mr.
Branson, whose consortium in 1994 lost the bid to operate the United Kingdom
National Lottery, had alleged in a television program broadcast in the U.K. in
December 1995 that Mr. Snowden had offered him an inducement in September 1993
not to bid for the U.K. lottery contract. Mr. Snowden and the Company have
categorically denied Mr. Branson's allegations. In addition, Mr. Snowden filed
suit in January 1996 in the U.K. against Mr. Branson alleging that Mr. Branson's
televised allegations libeled Mr. Snowden. The Director General of the U.K.
Lottery subsequently appointed Anne Rafferty Q.C. to conduct an inquiry into
Mr. Branson's allegations that Mr. Snowden had attempted to bribe him. In July,
1996 a report setting forth the results of Ms. Rafferty's inquiry was made
public. That report found no evidence supporting Mr. Branson's allegations that
Mr. Snowden had attempted to bribe him. The trial on these matters currently is
scheduled to commence in January 1998, and the Company intends to defend its
Chairman, subsidiary and press spokesman vigorously against Mr. Branson's
claims. Moreover, Mr. Snowden intends to pursue his claim against Mr. Branson.
<PAGE>
NOTE H - COMMITMENTS AND CONTINGENCIES - (continued)
In September 1996, Jack M. Janis and Linda Janis, both individually and on
behalf of a class of persons similarly situated, filed suit against the
California State Lottery Commission, Southland Corporation and the Company in
the Supreme Court of the State of California (County of Los Angeles). This suit
alleges, in light of the June 1996 decision of the California Supreme Court,
Western Telcon, Inc. et. al. v. California State Lottery (which held that the
California State Lottery's keno game as then structured was not a lottery game
and therefore was not authorized by California lottery law), that the defendants
were unjustly enriched and were guilty of unfair business practices and
misleading advertising in connection with the sale of keno tickets from January
1, 1992 through suspension of the keno game in June 1996. The suit seeks
restitution of all amounts realized by the defendants through the sale of keno
tickets less funds paid to public schools pursuant to relevant California law
and proceeds paid to holders of winning keno tickets, together with costs,
disbursements and prejudgment interest. The Company has responded with a
vigorous defense. In February 1997, the Court granted the Company summary
judgment but granted the plaintiffs limited leave to amend their complaint
alleging alternative theories of recovery. The plaintiffs filed an amended
complaint in March 1997. The Company believes that these claims are without
merit and intends to continue to defend itself vigorously in these proceedings.
The Company also is subject to certain legal proceedings and claims which
management believes, on the basis of information presently available to it, will
not materially adversely affect the Company's consolidated financial position or
results of operations.
<PAGE>
NOTE I - STOCK OPTION PLAN
The GTECH Holdings Corporation 1994 Stock Option Plan, as amended, (the "1994
Plan") authorizes up to an aggregate of 1,800,000 shares of Common Stock for the
granting of incentive stock options and nonqualified stock options to officers
and other key employees of the Company at a price not less than the fair market
value of a share of Common Stock on the date the option is granted. Options
expire ten years after date of grant (subject to acceleration in certain
circumstances) and generally become exercisable ratably over a four-year period
from date of grant.
The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
Interpretations in accounting for the 1994 Plan. Accordingly, no compensation
expense has been recognized. Had compensation expense for options granted under
the 1994 Plan after February 25, 1995 been determined based on the estimated
fair value at the grant dates for awards under the plan, the Company's pro forma
net income and earnings per share for fiscal 1997 and 1996 would have been
$76,331,000 and $1.78, respectively, and $66,295,000 and $1.53, respectively.
The effects on fiscal 1997 and 1996 pro forma net income and earnings per share
of expensing the estimated fair value of stock options are not necessarily
representative of the effects on reported net income for future years because of
the vesting period of the stock options and the potential for issuance of
additional stock options in future years.
The fair value of options granted after February 25, 1995 under the 1994 Plan
was estimated at the date of grant using a Black-Scholes option pricing model
with the following weighted-average assumptions for fiscal 1997 and 1996,
respectively: risk-free interest rates of 5.59% and 5.78%; volatility factors of
the expected market price of the Company's common stock of .32 and .37; and a
weighted-average expected life of the option of 4.0 years and 7.2 years. The
Company did not assume a dividend yield for fiscal 1997 or 1996.
A summary of the Company's 1994 Plan stock option activity and related
information follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
--------------------------------------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
--------------------------- -------------------------- -------------------------
Shares Weighted Shares Weighted Shares Weighted
under Average under Average under Average
Options Exercise Price Options Exercise Price Options Exercise Price
--------- -------------- --------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year........ 1,214,150 $ 21.964 793,500 $ 17.532 -- $ --
Granted ................................ 195,500 28.656 567,500 26.844 796,500 17.530
Exercised .............................. (79,225) 17.433 (33,850) 16.875 -- --
Forfeited .............................. (24,250) 18.603 (113,000) 16.875 (3,000) 16.875
--------- --------- ---------
Outstanding at end of year ............. 1,306,175 $ 23.303 1,214,150 $ 21.964 793,500 $ 17.532
========= ========= =========
Exercisable at end of year ............. 402,675 $ 21.865 147,425 $ 17.759
Weighted-average fair value of options
granted during the year ................ $ 9.675 $ 13.000
</TABLE>
Exercise prices for options outstanding under the 1994 Plan as of February 22,
1997 ranged from $16.875 to $31.50. The weighted-average remaining contractual
life of those options is 8.42 years.
<PAGE>
NOTE J - INCOME TAXES
The components of income from continuing operations before income taxes and
extraordinary charge were as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
United States .......................... $ 93,990 $ 92,101 $ 70,803
Foreign ................................ 37,879 22,774 21,796
----------------- ----------------- -----------------
$ 131,869 $ 114,875 $ 92,599
================= ================= =================
Significant components of the provision for income taxes were as follows:
Fiscal Year Ended
-----------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Current:
Federal ........................... $ 12,221 $ 16,836 $ 28,807
State ............................. 5,970 5,150 5,922
Foreign ........................... 14,605 14,376 9,120
----------------- ----------------- -----------------
Total Current .................. 32,796 36,362 43,849
----------------- ----------------- -----------------
Deferred:
Federal ........................... 18,869 6,661 (2,986)
State ............................. 2,401 797 (583)
----------------- ----------------- -----------------
Total Deferred ............... 21,270 7,458 (3,569)
----------------- ----------------- -----------------
Charge in lieu of income taxes ......... -- 4,428 --
----------------- ----------------- -----------------
Total from Continuing Operations 54,066 48,248 40,280
Discontinued Operations:
Current ........................... (1,171) (8,954) (9,963)
Deferred .......................... 1,171 8,954 (9,683)
----------------- ----------------- -----------------
Total Discontinued ........... -- -- (19,646)
----------------- ----------------- -----------------
Extraordinary charge ................... -- -- (1,093)
----------------- ----------------- -----------------
Total Provision ................. $ 54,066 $ 48,248 $ 19,541
================= ================= =================
</TABLE>
Charge in lieu of income taxes represents the income tax benefit allocated to
shareholders' equity related to the excess of tax deductions over book expense
for restricted stock plans.
<PAGE>
NOTE J - INCOME TAXES - (continued)
Significant components of the Company's deferred tax assets and liabilities were
as follows:
<TABLE>
<CAPTION>
February 22, 1997 February 24, 1996
----------------- -----------------
(Dollars in thousands)
<S> <C> <C>
Deferred tax assets:
Accruals not currently deductible for tax purposes............ $ 22,911 $ 24,565
Cash collected in excess of revenue recognized ............... 5,045 7,885
Inventory reserves ........................................... 3,084 5,562
Other ........................................................ 2,128 2,358
----------------- -----------------
33,168 40,370
Deferred tax liabilities:
Depreciation ................................................. (26,306) (17,799)
Advance payments ............................................. (5,850) --
Other ........................................................ (4,462) (3,580)
----------------- ----------------
(36,618) (21,379)
----------------- ----------------
Net deferred tax assets (liabilities) .................... $ (3,450) $ 18,991
================= ================
</TABLE>
The effective income tax rate on income from continuing operations differed from
the statutory federal income tax rate for the following reasons:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
Federal income tax using statutory rate ......... 35.0% 35.0% 35.0%
State taxes, net of federal benefit ............. 4.0 4.0 3.8
Equity in earnings of unconsolidated affiliates.. (2.7) (3.1) (0.8)
Nondeductible expenses .......................... 1.4 2.0 1.9
Goodwill ........................................ 1.1 0.9 1.0
Other ........................................... 2.2 3.2 2.6
----------------- ----------------- ----------------
41.0% 42.0% 43.5%
================= ================= ================
</TABLE>
<PAGE>
NOTE K - TRANSACTIONS WITH RELATED PARTIES
Sales of products and services to Camelot and the other members of the U.K.
lottery consortium were $53,298,000, $56,451,000 and $59,415,000 in fiscal 1997,
1996 and 1995, respectively. At February 22, 1997 and February 24, 1996, the
Company had receivables net of advance payments of $7,035,000 and $9,908,000,
respectively, from Camelot and the other members of the consortium.
Sales of products and services to LTE were $3,714,000, $3,334,000 and $341,000
in fiscal 1997, 1996 and 1995, respectively. At February 22, 1997 and February
24, 1996, the Company had receivables of $265,000 and $855,000, respectively,
from LTE.
Sales of products to Racimec were $2,140,000 and $10,052,000 in fiscal 1996 and
1995, respectively.
At February 22, 1997 and February 24, 1996, the Company had a convertible note
receivable from Full House of $3,000,000. The note is interest free until
January 25, 1998 and interest bearing thereafter at the prime rate. Interest is
payable monthly. The principal balance of the note is due on January 25, 2001.
The Company has the right, at its option, to convert all or any part of the
principal balance of the note into common stock of Full House at a conversion
price of $5 principal amount of the note for one share of Full House common
stock. The conversion period expires on January 25, 1998. In addition, at
February 24, 1996 the Company had a loan receivable from one of its joint
ventures with Full House in the amount of $9,684,000. Interest on the loan was
payable monthly at the prime rate plus 2%. During fiscal 1997 the note was
repaid in full. In addition, at February 22, 1997 the Company had a loan
receivable from one of its joint ventures with Full House in the amount of
$6,336,000. Interest on the loan is payable monthly at the prime rate plus 1%.
The principal balance of the loan is repayable in 36 monthly installments with a
final payment due on September 10, 1999.
The Company has a loan program under its expired Restricted Stock Unit Plan that
assists employees in paying federal and state income tax withholdings associated
with stock awards that became taxable compensation to them. Current and future
loans and related interest are repayable on February 1, 1999. The loans are
evidenced by promissory notes that bear interest at the rate of 7.1% per annum.
Loans outstanding at February 22, 1997 and February 24, 1996, amounted to
$389,000 and $2,349,000, respectively.
The Company paid rent of $2,619,000, $2,612,000 and $2,655,000 to West Greenwich
Technology Associates Limited Partnership (that is 50% owned by the Company and
50% owned by an unrelated third party), in fiscal 1997, 1996 and 1995,
respectively, for the Company's West Greenwich, Rhode Island corporate
headquarters and research and development and main production facility. The
agreement calls for rent payments to escalate to $3,510,000 beginning March 1,
1999, and to $3,531,000 beginning March 1, 2004.
During fiscal 1995, the Company, pursuant to the terms of an employment
agreement with its President and Chief Operating Officer, made loans to him to
enable him to retire certain third-party indebtedness. The loans consisted of a
$400,000 loan under a line of credit arrangement that required no interest and
that was repaid during fiscal 1997 and a loan in the amount of $500,000 bearing
interest at the rate of 6.0% per annum that is repayable in full on or before
November 1, 1999. Loans outstanding, including interest, at February 22, 1997
and February 24, 1996, amounted to $536,000 and $797,000, respectively.
At February 25, 1995, the Company had notes receivable and related accrued
interest of $8,419,000 from Racipar Empreendimentos E Participacoes LTDA.
("Racipar"), an affiliate of Racimec. On January 31, 1996 the note and related
accrued interest were exchanged for shares of Racimec (See Note B).
<PAGE>
NOTE L - LEASES
The Company leases certain facilities, equipment and vehicles under
noncancelable operating leases that expire at various dates through fiscal 2014.
Certain of these leases have escalation clauses and renewal options ranging from
one to ten years. The Company is required to pay all maintenance, taxes and
insurance relating to its leased assets.
Future minimum lease payments, by year and in the aggregate, under noncancelable
operating leases with initial terms greater than one year, consist of the
following at February 22, 1997:
Fiscal Year (Dollars in thousands)
-----------
1998 $ 23,955
1999 22,200
2000 11,714
2001 11,209
2002 10,344
Thereafter 60,839
---------------
Total minimum lease payments $ 140,261
===============
Rental expense for all operating leases was $27,471,000, $23,285,000 and
$19,864,000 for fiscal 1997, 1996 and 1995, respectively.
NOTE M - EMPLOYEE BENEFITS
The Company has two defined contribution 401(k) retirement savings and profit
sharing plans (the "Plans") covering substantially all full-time employees in
the United States and the Commonwealth of Puerto Rico. Under these Plans, an
eligible employee may elect to defer receipt of a portion of base pay for each
year in which case the Company will contribute this amount on the employee's
behalf to the Plans and also will make a matching contribution equal to 50% of
the amount that the employee has elected to defer, up to a maximum matching
contribution of 2 1/2% of the employee's base pay. The Company, at its
discretion, may contribute additional amounts to the Plans on behalf of
employees based upon its profits for a given fiscal year. Participants are 100%
vested at all times in their entire account balance in the Plans. Benefits under
the Plans generally will be paid to participants upon retirement or in certain
other limited circumstances. In fiscal 1997, 1996 and 1995, the Company recorded
expense under these Plans of $7,010,000, $4,478,000 and $5,010,000,
respectively.
The Company has a Supplemental Retirement Plan, that is a defined contribution
plan that provides to certain key employees additional retirement benefits.
The Company, at its discretion, may contribute additional amounts to the plan on
behalf of such key employees' equal to the percentage of profit sharing
contributions contributed for the calendar year multiplied by the key employees'
compensation (as defined) for such year. In fiscal 1997, 1996 and 1995 the
Company recorded expense under this plan of $1,254,000, $804,000 and $772,000,
respectively.
<PAGE>
NOTE N - FOREIGN OPERATIONS
<TABLE>
<CAPTION>
The Company's geographic area data is summarized below:
Fiscal Year Ended
-----------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Service Revenues and Product Sales:
United States ............................................... $ 670,090 $ 585,258 $ 599,915
Brazil ...................................................... 55,769 4,346 --
Other Foreign ............................................... 178,413 154,486 95,192
----------------- ----------------- -----------------
$ 904,272 $ 744,090 $ 695,107
================= ================= =================
Operating Profit:
United States ............................................... $ 108,697 $ 101,208 $ 113,338
Brazil ...................................................... (6,114) (2,485) --
Other Foreign ............................................... 46,026 36,645 7,056
---------------- ---------------- ------------------
Total Operating Profit .................................... 148,609 135,368 120,394
General corporate expenses .................................. (21,518) (17,385) (15,913)
Interest expense ............................................ (20,812) (24,231) (18,185)
Interest income ............................................. 4,424 12,124 5,120
Equity in earnings of unconsolidated affiliates.............. 16,727 8,060 1,872
Other income (expense) ...................................... 4,439 939 (689)
---------------- ---------------- ------------------
Income from continuing operations before income taxes and
extraordinary charge ........................................ $ 131,869 $ 114,875 $ 92,599
================ ================ ==================
Fiscal Year Ended
-----------------------------------------------------------
February 22, 1997 February 24, 1996 February 25, 1995
----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Identifiable Assets:
United States ............................................... $ 685,125 $ 579,154 $ 512,219
Brazil ...................................................... 96,544 94,754 --
Other Foreign ............................................... 131,608 135,314 134,096
----------------- ---------------- -----------------
913,277 809,222 646,315
Investments in and advances to
unconsolidated affiliates ..................................... 56,693 49,068 87,642
Assets of discontinued operations ................................ -- -- 10,591
Other corporate assets ........................................... 23,235 28,444 44,264
----------------- ---------------- -----------------
993,205 886,734 788,812
Eliminations ..................................................... (36,664) (27,354) (9,558)
----------------- ---------------- -----------------
Total Assets ................................................... $ 956,541 $ 859,380 $ 779,254
================= ================ =================
</TABLE>
For fiscal 1997, 1996 and 1995, the Company's United States revenues included
export sales of $88,440,000, $54,969,000, and $145,016,000, respectively,
principally as follows: to Europe, the Far East and the United Kingdom in the
amounts of $54,166,000, $14,401,000 and $10,818,000, respectively, in fiscal
1997; to Europe and the United Kingdom in the amounts of $24,788,000 and
$16,896,000, respectively, in fiscal 1996; and to the United Kingdom, Latin
America and Europe in the amounts of $51,516,000, $35,607,000 and $35,164,000,
respectively, in fiscal 1995.
Foreign exchange gains (losses) amounted to $336,000, $30,000,and $(2,000) for
fiscal 1997, 1996 and 1995, respectively.
For fiscal 1997, 1996 and 1995, the aggregate revenues from the State of Texas
(including lottery and electronic benefits delivery) represented 18.6%, 19.6%
and 16.1% of the Company's consolidated revenues, respectively. No other
customer accounted for more than 10% of consolidated revenues in such years.
<PAGE>
NOTE O - FINANCIAL INSTRUMENTS
Cash and cash equivalents
Cash equivalents are stated at cost which approximates fair value.
Debt
The carrying amounts of the Company's borrowings under the Credit Facility and
other debt approximates fair value.
Forward Exchange Contracts
The Company, from time to time, enters into foreign currency exchange contracts
to hedge the risk associated with certain firm sales commitments, anticipated
revenue streams and certain assets and liabilities denominated in foreign
currencies. The Company does not engage in currency speculation. Gains and
losses on contracts that hedge specific foreign currency commitments are
deferred and accounted for as part of the transaction being hedged. Contracts
used to hedge anticipated revenue streams and certain assets and liabilities are
marked to market and the resulting transaction gain or loss is included in the
determination of net income. As of February 22, 1997 and February 24, 1996, the
Company had approximately $13,829,000 and $9,664,000, respectively, of
outstanding foreign currency exchange contracts to purchase foreign currencies
(primarily British Pounds and German Marks) and approximately $20,567,000 and
$28,566,000, respectively, of outstanding foreign currency exchange contracts to
sell foreign currencies (primarily British Pounds, German Marks, Irish Punts and
Canadian Dollars). The fair values of the Company's foreign currency exchange
contracts are estimated based on quoted market prices of comparable contracts,
adjusted through interpolation when necessary for maturity differences. The fair
value of these contracts, in the aggregate, was not material at February 22,
1997 or February 24, 1996.
Interest Rate Hedges
On January 24, 1996, the Company entered into three interest rate swaps with an
aggregate notional amount of $125,000,000 that provide interest rate protection
over the period January 26, 1996 to April 28, 1997. The related market values
of these swaps as provided by the financial institutions that are counterparties
to the swaps was not material at February 22, 1997 or February 24, 1996. The
swaps effectively entitle the Company to receive payments from the financial
institutions that are counterparties to the swaps should three-month London
Interbank Offered Rates ("LIBOR") exceed approximately 5.05%. At February 22,
1997 LIBOR was 5.47%.
<PAGE>
NOTE P - QUARTERLY RESULTS OF OPERATIONS - (Unaudited)
<TABLE>
<CAPTION>
The following is a summary of the quarterly results of operations for fiscal 1997 and 1996:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
----------- ----------- ----------- -----------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Fiscal year ended February 22, 1997:
Service revenues ....................... $ 194,986 $ 191,812 $ 198,259 $ 204,477
Sales of products ...................... 16,187 23,141 33,621 41,789
Gross profit ........................... 70,304 66,469 71,963 76,433
Net income ............................. 18,203 17,501 19,080 23,019
Earnings per common share .............. $ .42 $ .41 $ .44 $ .54
Fiscal year ended February 24, 1996:
Service revenues ....................... $ 165,327 $ 167,112 $ 168,537 $ 185,067
Sales of products ...................... 14,102 17,815 18,602 7,528
Gross profit ........................... 66,348 66,143 61,944 63,299
Net income ............................. 18,310 16,496 15,972 15,849
Earnings per common share .............. $ .42 $ .38 $ .37 $ .37
</TABLE>
The results of Racimec for fiscal 1996 are included in the financial statements
of the Company using the equity method of accounting through January 31, 1996.
Subsequent to January 31, 1996, the accounts of Racimec have been consolidated
(See Note B).
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
<PAGE>
PART III
Incorporated by Reference
The information called for by Item 10--"Directors and Executive Officers of the
Registrant" (other than the information concerning executive officers set forth
after Item 4 herein), Item 11--"Executive Compensation", Item
12--"Security Ownership of Certain Beneficial Owners and Management" and Item
13--"Certain Relationships and Related Transactions" of Form 10-K is
incorporated herein by reference Holding' definitive proxy statement for its
Annual Meeting of Shareholders scheduled to be held in July 1997, which
definitive proxy statement is expected to be filed with the Commission not later
than 120 days after the end of the fiscal year to which this report relates.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Financial Statement Schedules and Exhibits:
(1) Report of Ernst & Young LLP, Independent Auditors
(2) Report of Price Waterhouse, Independent Accountants
The following consolidated financial statements of GTECH Holdings Corporation
and subsidiaries are included in Item 8:
Consolidated Balance Sheets at
February 22, 1997 and
February 24, 1996
Consolidated Income Statements--
Fiscal year ended February 22, 1997,
Fiscal year ended February 24, 1996 and
Fiscal year ended February 25, 1995
Consolidated Statements of Shareholders' Equity--
Fiscal year ended February 22, 1997,
Fiscal year ended February 24, 1996 and
Fiscal year ended February 25, 1995
Consolidated Statements of Cash Flows--
Fiscal year ended February 22, 1997,
Fiscal year ended February 24, 1996 and
Fiscal year ended February 25, 1995
Notes to Consolidated Financial Statements
<PAGE>
(3) Exhibits:
3.1 Restated Certificate of Incorporation of Holdings, as amended
(incorporated by reference to Exhibit 3.1 to the Form S-l of
Holdings and GTECH Corporation ("GTECH"), Registration No.
33-31867 (the "1990 S-1").
3.2 Certificate of Amendment to the Certificate of Incorporation of
Holdings (incorporated by reference to Exhibit 3.2 to the Form
S-1 of Holdings, Registration No. 33-48264 (the "July 1992 S-1")).
+3.3 Amended and Restated By-Laws of Holdings.
4.1 Credit Agreement, dated as of September 15, 1994, among GTECH,
certain financial institutions and NationsBank of North Carolina,
N.A., as Agent (incorporated by reference to Exhibit 4.1 of
Holdings' 1995 10-K).
4.2 Amendment No. 1 to Credit Agreement, dated May 26, 1996, among
GTECH, certain financial institutions and NationsBank of North
Carolina, N.A., as Agent (incorporated by reference to Exhibit 4
of Holdings' 10-Q for the quarterly period ended May 25, 1996).
4.3 Specimen Form of certificate for Common Stock (incorporated by
reference to Exhibit 4.18 of the December 1992 S-1).
10.1 Employment Agreement dated as of January 23, 1990 between GTECH,
Holdings and Victor Markowicz (incorporated by reference to
Exhibit (b) (11) to the Schedule 13E.3 filed by GTECH Corporation,
Holdings, GTEK Acquisition, Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJCC"), Victor Markowicz and Guy B.
Snowden, File No. 0-12604).*
10.2 Amendment to the Employment Agreement dated as of January 23, 1990
between GTECH, Holdings and Victor Markowicz (incorporated by
reference to Exhibit 10.2 to the July 1992 S-1).*
10.3 Confirmation of Waiver respecting certain provisions of the
Employment Agreement dated as of January 23, 1990 between GTECH,
Holdings and Victor Markowicz, dated February 13, 1996
(incorporated by reference to Exhibit 10.3 of Holdings' 1996
10-K).*
+10.4 Second Amendment to Employment Agreement dated February 12, 1997
among GTECH, Holdings and Victor Markowicz.*
10.5 Employment Agreement dated as of January 23, 1990 between GTECH,
Holdings and Guy B. Snowden (incorporated by reference to Exhibit
(b) (12) to the Schedule 13E.3 filed by GTECH, Holdings, GTEK
Acquisition, DLJCC, Victor Markowicz and Guy B. Snowden, file no.
0-12604).*
10.6 Amendment to the Employment Agreement dated as of January 23, 1990
between GTECH, Holdings and Guy B. Snowden (incorporated by
reference to Exhibit 10.4 of the July 1992 S-1).*
10.7 Confirmation of Waiver respecting certain provisions of the
Employment Agreement dated as of January 23, 1990 between GTECH,
the Company and Guy B. Snowden, dated February 13, 1996
(incorporated by reference to Exhibit 10.6 of Holdings' 1996
10-K).*
+10.8 Second Amendment to Employment Agreement dated as of February 12,
1997 among GTECH, Holdings and Guy B. Snowden.
10.9 Employment Agreement dated October 27, 1994 between Holdings and
William Y. O'Connor (incorporated by reference to Exhibit 10.14 of
Holdings' 1995 10-K).*
10.10 Amendment to Employment Agreement dated February 13, 1996 between
Holdings and William Y. O'Connor (incorporated by reference to
Exhibit 10.11 of the Holdings' 1996 10-K).*
10.11 Promissory Note dated February 2, 1995 of Guy B. Snowden to
Holdings (incorporated by reference to Exhibit 10.18 of Holdings'
1995 10-K).*
10.12 Promissory Note dated February 2, 1995 of Donald L. Stanford to
LAC Corporation (incorporated by reference to Exhibit 10.19 of
Holdings' 1995 10-K).*
10.13 Promissory Note dated February 2, 1995 of Michael R. Chambrello to
LAC Corporation (incorporated by reference to Exhibit 10.22 of
Holdings' 1995 10-K).*
10.14 GTECH Corporation Executive Perquisites Program (incorporated by
reference to Exhibit 10.8 of Holdings' 1993 10-K).*
10.15 Form of Indemnification Agreement (incorporated by reference as
Exhibit 10.14 of GTECH's 1992 10-K).
10.16 List of Indemnification Agreement signatories and dates
(incorporated by reference to Exhibit 10.17 of Holdings'1996
10-K).
10.17 Form of Executive Separation Agreement and Schedule of Recipients
(incorporated by reference to Exhibit 10.18 of Holdings' 1996
10-K).
10.18 Supplemental Retirement Plan effective January 1, 1992 and List of
participants (incorporated by reference to Exhibit 10.16 of
GTECH's 1992 10-K).*
10.19 Contract for the Texas Lottery Operator for the State of Texas
between GTECH and the Texas Comptroller of Public
Accounts--Lottery Division, dated March 7, 1992 (incorporated by
reference to Exhibit 10.44 of GTECH's 1992 10-K).
10.20 Amendment to the Contract for the Texas Lottery Operator for the
State of Texas between GTECH and the Texas Comptroller of Public
Accounts--Lottery Division, dated June 1, 1994 (incorporated by
reference to Exhibit 10 of Holdings' 10-Q for the quarterly period
ended May 25, 1996).
10.21 Second Amendment to the Contract for the Texas Lottery Operator
for the State of Texas between GTECH and the Texas Comptroller of
Public Accounts--Lottery Division, dated May 28, 1996
(incorporated by reference to Exhibit 10.1 to the Form S-3 of
Holdings, Registration No. 333-3602).
10.22 Purchase and Sale Agreement dated 8 February 1994 between Camelot
Group plc and GTECH (incorporated by reference to Exhibit 10.31 of
Holdings' 1995 10-K).
10.23 Terminals Supply Agreement dated 8 February 1994 among Camelot
Group plc, International Computers Limited and GTECH (incorporated
by reference to Exhibit 10.32 of the Company's 1995 10-K).
10.24 Field Services Agreement dated 8 February 1994 among Camelot Group
plc, International Computers Limited and GTECH (incorporated by
reference to Exhibit 10.33 of Holdings' 1995 10-K).
10.25 Lottery Technology Support Services Agreement dated 8 February
1994 between Camelot Group plc and GTECH (incorporated by
reference to Exhibit 10.34 of Holdings' 1995 10-K).
10.26 Amended and Restated Agreement of Limited Partnership by and among
GTECH, GP Technology Associates, L.P. and GP Technology, Inc.
dated August 26, 1993; Certificate of Limited Partnership of West
Greenwich Technology Associates, L.P. dated August 26, 1993;
Amended and Restated Indenture of Lease between GTECH and West
Greenwich Technology Associates, L.P. dated August 26, 1993
(incorporated by reference to Exhibit 10.24 of Holdings' 1994
10-K).
10.27 Business Agreement dated December 28, 1990 between Digital
Equipment Corporation and GTECH; Work Statement Number NED91188
dated March 11, 1991 to GTECH from Digital Equipment Corporation;
First Addendum dated March 19, 1991 to Digital Work Statement
Number NED91188 dated March 11, 1991 to GTECH from Digital
Equipment Corporation (incorporated by reference to Exhibit 10.57
of the July 1992 S-1).
10.28 Maintenance Agreement Number 117A dated December 1, 1989, between
GTECH and Concurrent Computer Corporation (incorporated by
reference to Exhibit 10.58 of the July 1992 S-1).
10.29 Restricted Rights Arrangement between Holdings and Mr. O'Connor
(incorporated by reference to Exhibit 10.44 of Holdings' 1995
10-K).*
10.30 1992 Outside Directors' Director Stock Unit Plan (incorporated by
reference to Exhibit 10.55 of Holdings' 1993 10-K).*
10.31 1994 Stock Option Plan, as amended (incorporated by reference to
Exhibit 10.38 of Holdings' 1996 10-K).*
10.32 1996 Non-Employee Directors' Stock Option Plan (incorporated
herein by reference to the Appendix of Holdings' 1996 Notice of
Annual Meeting and Proxy Statement).*
+11. Computations of Earnings Per Share.
+21.1 Subsidiaries of the Company.
+23.1 Consent of Ernst & Young, LLP.
+23.2 Consent of Price Waterhouse.
+27 Financial Data Schedule.
- ----------------------------
+ Filed herewith.
* Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
Certain instruments defining the rights of holders of long-term debt
have not been filed pursuant to item 601(b)(4)(iii)(A) of Regulation SK. Copies
of such instruments will be furnished to the Commission upon request.
(b) Reports on Form 8-K:
A report on Form 8-K was filed by the Holdings during the second
quarter of the fiscal year covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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, in Amsterdam, Netherlands,
on May 21, 1997.
GTECH HOLDINGS CORPORATION
By: s/Guy B. Snowden
_____________________________
Guy B. Snowden, Chairman of the Board and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
s/Guy B. Snowden Director, Chairman of the Board, Chief Executive Officer May 21, 1997
______________________________ (principal executive officer)
Guy B. Snowden
s/William Y. O'Connor Director, President & Chief Operating Officer May 21, 1997
______________________________
William Y. O'Connor
s/Thomas J. Sauser Senior Vice President & Chief Financial Officer May 21, 1997
______________________________ (principal financial officer)
Thomas J. Sauser
s/Robert J. Plourde Vice President and Corporate Controller May 21, 1997
______________________________ (principal accounting officer)
Robert J. Plourde
s/Victor Markowicz Director, Vice Chairman of the Board May 21, 1997
______________________________
Victor Markowicz
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
s/Robert M. Dewey, Jr. Director May 21, 1997
________________________
Robert M. Dewey, Jr.
s/Burnett W. Donoho Director May 21, 1997
________________________
Burnett W. Donoho
s/Carl H. Freyer Director May 21, 1997
________________________
Carl H. Freyer
s/Moore Director May 21, 1997
________________________
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.
s/Anthony Ruys Director May 21, 1997
________________________
Anthony Ruys
</TABLE>
AMENDED AND RESTATED
BY-LAWS
OF
GTECH HOLDINGS CORPORATION
* * * * *
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle/City of Dover, County of Kent,
State of Delaware, or such other address as the Board of Directors may by
resolution determine from time to time.
Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may time to time determine or the business of the
Corporation may require.
Section 3. Books. The books of the Corporation may be kept
within or without of the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of
stockholders shall be held at such place, either within or without the State
of Delaware, on such date and at such time as may be determined from time to
time by the Board of Directors (or the Chairman or any Co-Chairman in the
absence of a designation by the Board of Directors).
Section 2. Annual Meetings. Annual meetings of stockholders
shall be held to elect the Board of Directors and transact such other business
as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of
stockholders may only be called by the Chairman or the President and shall be
called by the Chairman, the President or the Secretary at the request in
writing of a majority of the total number of directors of the Corporation or
the holders of record of a majority of the outstanding capital stockholders of
the Corporation entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 4. Notice of Meetings and Adjourned Meetings;
Waivers of Notice. (a) A written notice of stockholders' meetings shall be
given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended ("Delaware Law"),
such notice shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting. Unless these bylaws otherwise require, when a meeting is adjourned
to another time or place (whether or not a quorum is present), notice need not
be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting,
the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than 30 days, or after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
(b) A written waiver of any such notice signed by the
person entitled thereto, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, and does so object,
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.
Section 5. Quorum. Unless otherwise provided under the
certificate of incorporation or these bylaws and subject to Delaware Law, the
presence, in person or by proxy, of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business.
Section 6. Voting. (a) Unless otherwise provided in the
certificate of incorporation and subject to Delaware Law, each stockholder
shall be entitled to one vote for each outstanding share of capital stock of
the Corporation held by such stockholder. Unless otherwise provided by
Delaware Law, the certificate of incorporation or these bylaws, in all matters
other than the election of directors (which shall be decided by plurality
vote) the affirmative vote of a majority of the outstanding capital stock of
the Corporation shall be the act of the stockholders; provided, however, that
with respect to any matter which has been approved by a majority of the total
number of directors of the Corporation, the affirmative vote of a majority of
the shares of capital stock present in person or represented by proxy at a
meeting of stockholders and entitled to vote on the matter shall be the act of
the stockholders.
(b) Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date.
Section 7. Action by Consent. (a) Unless otherwise provided
in the certificate of incorporation, and subject to the applicable rules of
any stock exchange on which any securities of the Corporation may be listed,
any action required to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding capital stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation
by delivery to its registered office in Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
(b) Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner required
by this Section and Delaware Law to the Corporation, written consents signed
by a sufficient number of holders to take action are delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.
Section 8. Organization. At each meeting of stockholders,
the Chairman or any Co-Chairman or Vice Chairman of the Board, if one shall
have been elected (or if the members of the Board of Directors otherwise
agree, any director of the Corporation), shall act as chairman of the
meeting. The Secretary (or in his absence or inability to act, the person
whom the chairman of the meeting shall appoint secretary of the meeting) shall
act as secretary of the meeting and keep the minutes thereof.
Section 9. Order of Business. The order of business at all
meetings of stockholders shall be as determined by the chairman of the
meeting. At such meetings, each member of the Board of Directors shall be
entitled to present any matter for consideration and discussion.
ARTICLE III
DIRECTORS
Section 1. General Powers. Except as otherwise provided in
Delaware Law or the certificate of incorporation, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.
Section 2. Number, Election and Term of Office. The number
of directors which shall constitute the whole Board shall be such number not
less than six and not more than twelve as shall be designated from time to
time by resolution of the Board. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. The term of the initial
Class I directors terminated on the date of the 1993 annual meeting of
stockholders; the term of the initial Class II directors terminated on the
date of the 1994 annual meeting of stockholders; and the term of the initial
Class III directors terminated on the date of the 1995 annual meeting of
stockholders. At each annual meeting of stockholders beginning in 1993,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three year term. If the number of directors is
changed, any increase or decrease shall be apportioned by the Board of
Directors among the classes so as to maintain the number of directors in each
class as nearly equal as possible, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which his term
expires and until his successor shall have been duly elected and qualified or
until such director's earlier death, resignation, retirement, disqualification
or removal from office. Directors need not be stockholders.
Section 3. Nomination of Directors. (a) Nominations for the
election of directors may be made by the Board of Directors, a committee
appointed by the Board or by a stockholder entitled to vote in the election of
directors. A stockholder entitled to vote in the election of directors,
however, may make such a nomination only if written notice of such
stockholder's intent to do so has been given, either by personal delivery or
by United States mail, postage prepaid, and received by the Corporation: (i)
with respect to an election to be held at an annual meeting or stockholders,
not later than sixty nor more than ninety days prior to the first anniversary
of the preceding year's annual meeting (or, if the date of the annual meeting
is changed by more than twenty days from such anniversary date, within ten
days after the date the Corporation mails or otherwise gives notice of the
date of such meeting), and (ii) with respect to an election to be held at a
special meeting of stockholders called for that purpose, within ten days after
the date on which notice of the special meeting was first mailed to
stockholders of the Corporation.
(b) Each stockholder's notice of intent to make a
nomination shall set forth: (i) the name(s) and address(es) of the stockholder
who intends to make the nomination and of the person or person to be
nominated, (ii) a representation that the stockholder: (1) is a holder of
record of stock of the Corporation entitled to vote at such meeting, (2) will
continue to hold such stock through the date on which the meeting is held, and
(3) intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (iii) a description of all
arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination is to be made by the stockholder, (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to Regulation 14A promulgated
under Section 14 of the Securities Exchange Act of 1934, as amended, as now in
effect or hereafter modified, had the nominee been nominated by the Board of
Directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected. The Corporation may require any proposed nominee
to furnish such other information as may reasonably be required by the
Corporation to determine the qualifications of such person to serve as a
director.
(c) The officer presiding at the meeting of stockholders may
declare invalid any nomination made by a stockholder which is not in
compliance with the foregoing procedure, and, in such case, any votes cast in
the election of directors for such person shall not be counted by the
inspector(s) of election.
Section 4. Quorum and Manner of Acting. General
Provisions. Unless the certificate of incorporation or these bylaws require a
greater number, a majority of the total number of directors shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors. When a meeting is adjourned to another
time or place (whether or not a quorum is present), notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Board of Directors may transact any business which might have been transacted
at the original meeting. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting,
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 5. Time and Place of Meetings. The Board of
Directors shall hold its meetings at such place, either within or without the
State of Delaware, and at such time as may be determined from time to time by
the Board of Directors (or the Chairman or any Co-Chairman or Vice Chairman in
the absence of a determination by the Board of Directors).
Section 6. Annual Meeting. The Board of Directors shall
meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each annual
meeting of stockholders, on the same day and at the same place where such
annual meeting shall be held. Notice of such meeting need not be given. In
the event such annual meeting is not so held, the annual meeting of the Board
of Directors may be held at such place either within or without the State of
Delaware, on such date and at such time as shall be specified in a notice
thereof given as hereinafter provided in Section 7 of this Article III or in a
waiver of notice thereof signed by any director who chooses to waive the
requirement of notice.
Section 7. Regular Meetings. The place and time of regular
meetings of the Board of Directors shall be determined by the Board of
Directors. Notice of regular meetings of the Board of Directors shall be
given to each director at least seven days before the date of the meetings.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman or any Co-Chairman or Vice Chairman
of the Board or the President and shall be called by the Chairman or any
Co-Chairman or Vice Chairman of the Board, the President or the Secretary on
the written request of any director. Notice of such special meeting shall be
given to each director at least two days before the date of the meeting in
such manner as is reasonably determined by the Board of Directors.
Section 9. Meetings. At annual, special or regular meetings
of the Board of Directors, each director shall be entitled to present any
matter for consideration or discussion.
Section 10. Action by Consent. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if all members of the Board consent thereto in writing, and
the writing or writings are filed with the minute of proceedings of the Board.
Section 11. Telephonic Meetings. Unless otherwise
restricted by the certificate of incorporation or these bylaws, members of the
Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 12. Resignation. Any director may resign at any
time by giving written notice to the Board of Directors or to the Secretary of
the Corporation. The resignation of any director shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 13. Vacancies. (a) Unless otherwise provided in
the certificate of incorporation and subject to subparagraph (e) below,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the certificate of incorporation,
vacancies and newly created directorships of such class or classes or series
may be filled by a majority of directors elected by such class or classes or
series thereof then in office, or by a sole remaining director so elected,
unless otherwise provided by the Certificate of Incorporation or resolution or
resolutions adopted by the Board of Directors.
(b) Each director so chosen shall hold office for a
term that shall coincide with the term of the class to which such director
shall have been elected, or until his earlier death, resignation or removal.
(c) If there are no directors in office, then an
election of directors may be held in accordance with Delaware Law.
(d) Unless otherwise provided in the certificate of
incorporation, when one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of other vacancies.
Section 14. Removal. No director may be removed from
office by the stockholders except for cause with the affirmative vote of the
holders of not less than a majority of the total voting power of all
outstanding Securities of the corporation then entitled to vote generally in
the election of directors, voting together as a single class.
Section 15. Compensation. Unless otherwise restricted by
the certificate of incorporation or these bylaws, the Board of Directors shall
have authority to fix the compensation of directors, including fees and
reimbursement of expenses.
Section 16. Committees of Directors. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist to one or more of the directors of
the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or qualified member at
any meeting of the committee. Any such committee, to the extent provided in
the resolution, shall have and may exercise all of the powers and authority of
the Board of Directors and may authorize the seal of the Corporation to be
affixed to all papers which may require it, but no such committee shall have
the power or authority in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution providing for the issuance of shares of stock adopted by the Board
of Directors, fix any preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the Corporation), adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws the Corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock,
or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
keep a record of its meetings and report the same to the Board of Directors
when requested.
ARTICLE IV
OFFICERS
Section 1. Principal Officers. The principal officers of
the Corporation shall be a President, a Chairman, one or more Co-Chairman, one
or more Vice Chairmen, one or more corporate Vice Presidents, a Treasurer and
a Secretary who shall have the duty, among other things, to record the
proceedings of the meetings of stockholders and directors in a book kept for
that purpose. The Corporation may also have such other principal officers,
including one or more Controllers, as the Board may in its discretion
appoint. One person may hold the offices and perform the duties of any two or
more of said offices, except that no one person shall hold the offices and
perform the duties of President and Secretary.
Section 2. Election, Term of Office and Renumeration. The
principal officers of the Corporation shall be elected annually by the Board
of Directors at the annual meeting thereof. Each such officer shall hold
office until his successor is elected and qualified, or until his earlier
death, resignation or removal. Any vacancy in any office shall be filled in
such manner as the Board of Directors shall determine.
Section 3. Subordinate Officers. In addition to
the principal officers enumerated in Section 1 of this Article IV, the
Corporation may have one or more non-corporate Vice Presidents, Assistant
Treasurers, Assistant Secretaries and Assistant Controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint and to remove any such
subordinate officers, agents or employees.
Section 4. Removal. Except as otherwise permitted with
respect to subordinate officers, any officer may be removed, with or without
cause, at any time, by the Board of Directors.
Section 5. Resignations. Any officer may resign at any time
by giving written notice to the Board of Directors (or to a principal officer
if the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall
take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Powers and Duties. The officers of the
Corporation shall have such powers and perform such duties incident to each of
their respective offices and such other duties as may from time to time be
conferred upon or assigned to them by the Board of Directors.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. The Corporation shall
indemnify, to the full extent permissible under Delaware law, any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation, or while a director or officer of the
Corporation is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding.
Section 2. Payment of Expenses in Advance. Expenses
incurred in defending an action, suit or proceeding referred to in Section 1
of this Article V shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding in the manner and to the full
extent permissible under Delaware law upon request of any person requesting
indemnification under Section 1 of this Article V.
Section 3. Procedure. On the request of any person
requesting indemnification under Section 1 of this Article V or an advance
under Section 2 of this Article V, the Board of Directors or a committee
thereof shall determine whether such indemnification or advance is permissible
or such determination shall be made by independent legal counsel if the Board
or committee so directs or if the Board or committee is not empowered by
statute to make such determination.
Section 4. Other Rights. The indemnification provided by
these bylaws shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any statute, agreement,
vote of stockholders or disinterested directors, or otherwise both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest
of its members in the transaction) the Corporation may enter into agreements
with persons indemnified under this Article V and others providing for
indemnification of and advancement of expenses to such persons by the
Corporation either under the provisions of this Article V or otherwise, and,
in the event of any conflict between the provisions of this Article V and the
provisions of any such indemnification agreement, the provisions of such
indemnification agreement shall prevail.
Section S. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of these bylaws.
Section 6. Effect; Benefit; Modification. The obligations
of the Corporation to indemnify and to advance expenses to a party under the
provisions of this Article V shall be in the nature of a contract between the
Corporation and each such party. No amendment or repeal of any provision of
this Article V shall alter, to the detriment of such party, the right of such
party to indemnification or the advancement of expenses with respect to any
claim based on an actual or alleged act or failure to act which took place
prior to such amendment, repeal or termination.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Fixing the Record Date. (a) In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,
and which record date shall not be more than 60 nor less than 10 days before
the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record entitled to
notice or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided that the Board of Directors may fix a new record date
for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than 10
days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by Delaware Law, shall be the first date
on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested if no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by Delaware Law, the record date
for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors, may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than 60
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
Section 2. Dividends. Subject to limitations contained in
Delaware Law and the certificate of incorporation, the Board of Directors may
declare and pay dividends upon the shares of capital stock of the Corporation,
which dividends may be paid either in cash, in property or in shares of the
capital stock of the Corporation.
Section 3. Fiscal Year. The fiscal year of the Corporation
shall commence (i) on the day after the last Saturday of the month of February
in any particular calendar year and end on the last Saturday of the month of
February of the next succeeding calendar year or (ii) as otherwise determined
by the Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware". The seal may be used by causing it
or a facsimile thereof to be impressed, affixed or otherwise reproduced.
Section 5. Voting of Stock Owned by the Corporation. The
Board of Directors may authorize any person, on behalf of the Corporation, to
attend, vote at and grant proxies to be used at any meeting of stockholders of
any corporation (except this Corporation) in which the Corporation may hold
stock, and on behalf of the Corporation to consent to any action by any such
corporation without meeting.
Section 6. Amendments. These bylaws or any of them, may be
altered, amended or repealed, or new bylaws may be made, by the stockholders
entitled to vote thereon at any annual or special meeting thereof or by the
Board of Directors.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement is dated February 12, 1997 and
amends that certain Employment Agreement dated January 23, 1990 between Victor
Markowicz ("Executive") and GTECH Holdings Corporation ("Holdings"), as amended
by that certain Amendment to Employment Agreement dated July 21, 1992. Terms
not defined herein shall have the same meaning as set forth in the Employment
Agreement.
WHEREAS, Holdings and the Executive desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties covenant and agree
as follows:
1. Section 3(b) is hereby amended by adding the following paragraph at the end
thereof:
Further, if at any time during the three year period a Change of Control
(excluding subsection (i) of such definition) occurs, then the Executive may,
within thirty days of such an event, require Holdings to pay him the present
value of the remaining compensation to which he is entitled under this Section
3(b), using a discount rate equal to the Prime Rate as published in the Wall
Street Journal on the day the Change of Control occurs or the next succeeding
Business Day (as such term is used in the Management Equity Agreement).
2. Except as explicitly amended hereby, all terms and provisions of the
Agreement are hereby ratified and confirmed, and remain in full force and
effect.
IN WITNESS WHEREOF, Holdings has caused this Agreement to be executed by its
duly authorized officer, and the Executive has signed this Agreement, all as of
the day and year first written above.
Attest: GTECH Holdings Corporation
by s/Thomas J. Sauser by s/William Y. O'Connor
______________________ __________________________
Sr. Vice President President
s/Thomas J. Sauser s/Victor Markowicz
______________________ __________________________
Witness Victor Markowicz
Second Amendment to Employment Agreement
This Second Amendment to Employment Agreement is dated as of February 12, 1997
between GTECH Holdings Corporation, a Delaware corporation ("Holdings") and Guy
B. Snowden ("Executive").
WHEREAS, Holdings and Executive are parties to an Employment Agreement dated
January 23, 1990, as amended by an Amendment to Employment Agreement dated as of
July 21, 1992 (as amended, the "Agreement"); and
WHEREAS, Holdings and the Executive desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties covenant and agree as
follows:
1. Section 3(b) is hereby amended by adding the following paragraph at the end
thereof:
If at any time during the three year period a Change of Control (excluding
subsection (i) of such definition) occurs, then the Executive may, within
thirty days of such an event, require Holdings to pay him the present value of
the remaining compensation to which he is entitled under this Section 3(b),
using a discount rate equal to the Prime Rate as published in the Wall Street
Journal on the day the Change of Control occurs or the next succeeding
Business Day (as such term is used in the Management Equity Agreement).
2. Except as explicitly amended hereby, all terms and provisions of the
Agreement are hereby ratified and confirmed, and remain in full force and
effect.
IN WITNESS WHEREOF, Holdings has caused this Agreement to be executed by its
duly authorized officer, and the Executive has signed this Agreement, all as of
the day and year first written above.
GTECH Holdings Corporation
by s/William Y. O'Connor s/Guy B. Snowden
________________________ _______________________
President Guy B. Snowden
EXHIBIT 11--COMPUTATIONS OF EARNINGS PER SHARE
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Fiscal Year Ended
----------------------------------------------------
February 22, February 24, February 25,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Primary:(1)
Income from continuing operations ................ $ 77,803,000 $ 66,627,000 $ 52,319,000
Discontinued operations .......................... -- -- (50,027,000)
Extraordinary charge ............................. -- -- (1,420,000)
------------ ------------ ------------
Net income ....................................... $ 77,803,000 $ 66,627,000 $ 872,000
============ ============ ============
Weighted average common shares outstanding ....... 42,976,000 43,236,000 43,451,000
Net effect of dilutive stock options--based on the
treasury stock method using the average market
price for the period ......................... 333,000 246,000 --
------------ ------------ ------------
Totals ........................................... 43,309,000 43,482,000 43,451,000
============ ============ ============
Earnings per common share:
Income from continuing operations ............ $ 1.80 $ 1.53 $ 1.20
Discontinued operations ...................... -- -- (1.15)
Extraordinary charge ......................... -- -- (.03)
------------ ------------ ------------
$ 1.80 $ 1.53 $ .02
============ ============ ============
Fully diluted:(1)
Income from continuing operations ................ $ 77,803,000 $ 66,627,000 $ 52,319,000
Discontinued operations .......................... -- -- (50,027,000)
Extraordinary charge ............................. -- -- (1,420,000)
------------ ------------ ------------
Net income ....................................... $ 77,803,000 $ 66,627,000 $ 872,000
============ ============ ============
Weighted average common shares outstanding ....... 42,976,000 43,236,000 43,451,000
Net effect of dilutive stock options--based on
the treasury stock method using the close of
period market price which is higher than the
average market price ......................... 353,000 349,000 --
------------ ------------ ------------
Totals ........................................... 43,329,000 43,585,000 43,451,000
============ ============ ============
Earnings per common share:
Income from continuing operations ........... $ 1.80 $ 1.53 $ 1.20
Discontinued operations...................... -- -- (1.15)
Extraordinary charge ........................ -- -- (.03)
------------ ------------ ------------
$ 1.80 $ 1.53 $ .02
============ ============ ============
</TABLE>
(1) The primary and fully diluted earnings per share were not presented on the
face of the Consolidated Income Statements because fully diluted earnings
per share differed by less than three percent from earnings per share
calculated based on weighted average common shares.
GTECH Corporation, a Delaware corporation, is the sole subsidiary
of the Company. The wholly-owned subsidiaries of GTECH Corporation, and
other entities affiliated with GTECH Corporation, are set forth below
along with the respective jurisdictions (in parentheses) in which each entity
has been organized.
Dreamport, Inc. (Delaware) (formerly GTECH Gaming sub. 1)
Environmental Paper Products, Inc. (RI)
GameScape, Inc. (RI)
Gaming Systems Corporation (Delaware)
Gana de Mexico S.A. de C.V.
Grand Cards Systems (Shanghai) Ltd. (China)
GRYTEK Co. Ltd. (Poland)
GTECH Argentina S.A. (Argentina)
GTECH Asia Corporation (Delaware)
GTECH Australasia Corporation (Delaware)
GTECH Canada Computer Systems Corporation (Canada)
GTECH Computer Systems Sdn Bhd (Malaysia)
GTECH Corporation (Delaware)
GTECH Corporation (Utah)
GTECH Corporation Chile, S.A. (Chile)
GTECH Czechoslovakia Corporation (Delaware)
GTECH De Mexico S.A. de C.V. (Mexico)
GTECH Eesti A.S. (Estonia)
GTECH Espana Corporation (Delaware)
GTECH Europe S.A. (Belgium)
GTECH Export Corporation (United States Virgin Islands)
GTECH Far East Pte Ltd (Singapore)
GTECH Foreign Holdings Corporation (Delaware)
GTECH Gaming Subsidiary 2 Corporation (Delaware)
<PAGE>
GTECH Ireland Corporation (Delaware)
GTECH Italy Corporation (Delaware)
GTECH Latin America Corporation (Delaware)
GTECH LIT Corporation (Lithuania)
GTECH Lithuania Corporation (Delaware)
GTECH Management P.I. Corporation (Delaware)
GTECH Nevada Corporation (Delaware)
GTECH Northern Europe Corporation (Delaware)
GTECH Offshore Services Limited (Jersey, Channel Islands)
GTECH South Africa Corporation (Delaware)
GTECH Suffolk Corporation (Delaware)
GTECH Sweden Corporation (Delaware)
GTECH Taiwan Corporation (Delaware)
GTECH Texas Corporation (Delaware)
GTECH U.K. Limited (U.K.)
GTECH U.K. Corporation (Delaware)
GTECH Venezuela Corporation (Delaware)
GTECH Worldserv, Inc. (Delaware)
GTECH Worldserv International, Inc. (Delaware)
GTECH Worldwide Services Corporation (Delaware)
Innovative Environmental Technologies, Inc. (Delaware)
LAC Corporation (Rhode Island)
Loteria Asociada S.A. (Argentina)
Oy GTECH Finland Ab. (Finland)
Technology Risk Management Services, Inc.
<PAGE>
Technology Travel Corporation (Delaware)
Transaction Strategies Inc. (Delaware)
Transactive Corporation (Delaware)
(formerly GTECH Administrative Services Corp.)
Via Video Corporation (Delaware)
Watson Land Company (Rhode Island)
GTECH Corporation Affiliates
West Greenwich Technology Associates, L.P. (limited partnership)
Lottery Technology Enterprises (D.C.) (joint venture)
Pro-Olimpic S.R.L. (Romania) (joint venture)
GTECH do Brazil Commercial Ltda (Brazil) ("Limitada")
Racimec Information Brasiliera (Brazil) (Minority interest in corporation)
BTN Telecommunicados Ltda (Brazil) ("Limitada")
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-88426) pertaining to the 1994 Stock Option Plan of GTECH
Holdings Corporation of our report dated April 11, 1997, with respect to the
consolidated financial statements of GTECH Holdings Corporation included in
this Annual Report on Form 10-K for the fiscal year ended February 22, 1997.
Providence, Rhode Island
May 19, 1997
Ernst & Young LLP
PRICE WATERHOUSE
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-88426)pertaining to the 1994 Stock Option Plan of GTECH
Holdings Corporation of our report dated March 21, 1997, with respect to the
consolidated financial statements of Camelot Group plc as of February 1, 1997
and February 3, 1996 and for the years ended February 1, 1997 and February 3,
1996 and for the period from April 1, 1994 through February 4, 1995, which
report is included in this Annual Report on Form 10-K for the fiscal year ended
February 22, 1997.
London, England
May 20, 1997 s/Price Waterhouse
_____________________
Price Waterhouse
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