INTERLOTT TECHNOLOGIES INC
10-Q, 1999-11-12
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the Quarterly Period Ended September 30, 1999

                                       OR

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the Transition Period from____ to ____

                        Commission File Number 001-12986

                          INTERLOTT TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                              31-1297916
(State of Incorporation)                                    (I.R.S. Employer
                                                           Identification No.)

                  10830 Millington Ct., Cincinnati, Ohio 45242
          (Address of principal executive offices, including zip code)

                                 (513) 792-7000
              (Registrant's telephone number, including area code)

                              --------------------

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. Yes X       No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock as of the latest practicable date.

          Class                              Outstanding at August 13,1999
Common Stock, $.01 Par Value                          3,210,000 shares

                                  Page 1 of 16
                            Exhibit Index on page 14


<PAGE>


                          INTERLOTT TECHNOLOGIES, INC.

                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 30, 1999

                                Table of Contents

Item                                                                  Page
Number        PART I.  FINANCIAL INFORMATION                          Number

  1           Financial Statements:

              Condensed Balance Sheets (unaudited) as of
              September, 1999 and December 31, 1998                   3

              Condensed Statements of Income (unaudited)
              for the three months and nine months ended
              September, 1999 and 1998                                4

              Condensed Statements of Cash Flows (unaudited)
              for the nine months ended September, 1999 and 1998      5

              Notes to Condensed Financial Statements                 6

  2           Management's Discussion and Analysis of
              Financial Condition and Results of Operations           7 - 11

  3           Quantitative and Qualitative Disclosures about          11
              Market Risk

              PART II.  OTHER INFORMATION

  6           Exhibits and Reports on Form 8-K                        12

              SIGNATURES                                              13

              Exhibit Index                                           14
















                                       2
<PAGE>


Item 1. Financial Statements               PART I.  FINANCIAL INFORMATION

<TABLE>
                          INTERLOTT TECHNOLOGIES, INC.

<CAPTION>
                      Condensed Balance Sheets (Unaudited)

                    September 30, 1999 and December 31, 1998

         ASSETS                                                               September 30, 1999       December 31, 1998
<S>                                                                                    <C>                        <C>
Current assets:
  Cash                                                                              $    56,409             $    30,004
  Accounts receivable, less allowance for doubtful accounts of
    $225,501 in 1999 and $153,501 in 1998                                             2,509,283               2,816,589
  Investment in sales type lease, current portion                                     1,013,161                 888,627
  Inventories                                                                         5,081,724               3,129,959
  Prepaid expenses                                                                      250,977                  82,105
                                                                                     ----------              ----------
         Total current assets                                                         8,911,554               6,947,284
Property and equipment:
  Leased machines                                                                    33,382,005              29,484,623
  Machinery and equipment                                                               609,105                 631,111
  Building and improvements                                                             243,807                 271,433
  Furniture and fixtures                                                                 93,456                 130,950
                                                                                     ----------              ----------
                                                                                     34,328,373              30,518,117
  Less accumulated depreciation and amortization                                     14,097,543              12,970,895
                                                                                     ----------              ----------
         Net property and equipment                                                  20,230,830              17,547,222
Investment in sales type lease, less current portion                                  3,075,141               3,766,408
Product development rights, net of accumulated amortization of
  $641,664 in 1999 and $586,665 in 1998                                                 458,336                 513,335
                                                                                     ----------              ----------
                                                                                    $32,675,861             $28,774,249
                                                                                     ==========              ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Notes payable                                                                     $14,430,066             $11,166,374
  Current installment of long-term debt                                                       0                 192,302
  Accounts payable                                                                    1,827,457               1,479,831
  Accounts payable - related party                                                      223,833                 215,734
  Accrued expenses                                                                      955,794               1,111,416
  Income taxes payable                                                                        0                 248,458
                                                                                     ----------              ----------
         Total current liabilities                                                   17,437,150              14,414,115

Notes payable - related parties                                                         286,698                 286,698
Deferred tax liability                                                                   87,728                 121,900
                                                                                     ----------              ----------
         Total liabilities                                                           17,811,576              14,822,713
Series A preferred stock, $.01 par value, 20,000,000 shares
  authorized, 1,335,000 shares issued and outstanding at
  September 30, 1999 and December 31, 1998                                            1,335,000               1,335,000

Stockholders' equity:
  Common stock, $.01 par value;  20,000,000 shares authorized,  3,210,000 shares
    issued and outstanding at September 30,
    1999 and December 31, 1998                                                           32,100                  32,100
  Additional paid-in capital                                                         10,376,017              10,376,017
  Retained earnings                                                                   3,121,168               2,208,419
                                                                                     ----------              ----------
         Total stockholders' equity                                                  13,529,285              12,616,536
                                                                                     ----------              ----------
                                                                                    $32,675,861             $28,774,249
                                                                                     ==========              ==========
</TABLE>


            See accompanying notes to condensed financial statements.





                                       3
<PAGE>

<TABLE>

                          INTERLOTT TECHNOLOGIES, INC.
<CAPTION>
                   Condensed Statements of Income (Unaudited)

         Three Months and Nine Months ended September 30, 1999 and 1998




                                                                    Three Months Ended               Nine Months Ended
                                                                       September 30,                   September 30,
Revenues:                                                          1999           1998              1999           1998
<S>                                                              <C>             <C>             <C>            <C>
  Machine and parts sales                                    $  211,718     $1,741,828       $   906,124    $ 7,049,825
  Machine leases                                              4,261,893      3,235,382        12,611,924     10,148,288
  Other                                                         521,394        650,120         1,576,432      1,579,976
                                                              ---------      ---------        ----------     ----------
                                                              4,995,005      5,627,330        15,094,480     18,778,089

Cost of revenues                                              3,470,232      3,839,992        10,121,360     12,836,219
                                                              ---------      ---------        ----------     ----------

         Gross profit                                         1,524,773      1,787,338         4,973,120      5,941,870

Operating expenses:
  Selling, general and administrative
    expenses                                                  1,044,625      1,037,563         3,131,759      3,046,516
  Research and development costs                                144,774        201,729           455,160        371,927
                                                              ---------      ---------        ----------     ----------
         Total operating expenses                             1,189,399      1,239,292         3,586,919      3,418,443
                                                              ---------      ---------        ----------     ----------

         Operating income                                       335,374        548,046         1,386,201      2,523,427

Other income (expense):
  Interest expense                                             (283,339)      (257,750)         (768,238)      (753,445)
  Other                                                          (1,591)        86,356           610,157        142,342
                                                              ---------      ---------        ----------     ----------
                                                               (284,930)      (171,394)         (158,081)      (611,103)
                                                              ---------      ---------        ----------     ----------

         Income before income taxes and
           extraordinary items                                   50,444        376,652         1,228,120      1,912,324

Income taxes                                                     19,169        151,199           466,479        766,500
                                                              ---------      ---------        ----------     ----------

         Income before extraordinary item                        31,275        225,453           761,641      1,145,824

Extraordinary item (less applicable)
  income taxes of $92,371)                                      151,106              0           151,106              0
                                                              ---------      ---------        ----------     ----------

Net Income                                                   $  182,381     $  225,453       $   912,747    $ 1,145,824
                                                              =========      =========        ==========     ==========

Basic and diluted net income per
share before extraordinary item                                    $.01           $.07              $.23           $.36
                                                                    ===            ===               ===            ===

Basic and diluted extraordinary
item per share                                                     $.05              -              $.05              -
                                                                    ===                              ===

Basic and diluted net income
per share                                                          $.06           $.07              $.28           $.36
                                                                    ===            ===               ===            ===
</TABLE>


            See accompanying notes to condensed financial statements.




                                       4
<PAGE>

<TABLE>

                          INTERLOTT TECHNOLOGIES, INC.
<CAPTION>

                 Condensed Statements of Cash Flows (Unaudited)

                  Nine Months ended September 30, 1999 and1998


                                                                                        Nine Months Ended September 30,
                                                                                           1999                    1998
<S>                                                                                     <C>                         <C>
Cash flows from operating activities:
  Net income                                                                         $  912,747              $1,145,824
  Adjustment to reconcile net income to net cash
  provided by operating activities:
    Net book value of equipment disposals                                               113,564                       0
    Deferred income taxes                                                               (34,173)                391,828
    Depreciation and amortization                                                     4,068,365               3,351,234
    Principal portion of sales type leases received                                     661,135                 344,532
    Gain on sale of equipment under sales type leases                                   (24,402)             (1,080,585)
    Decrease (increase) in accounts receivable                                          307,306                (322,799)
    Increase in inventories                                                          (1,113,501)               (717,001)
    (Increase) decrease in prepaid expenses                                            (168,872)                 89,668
    Increase in accounts payable                                                        347,626                 393,430
    Increase (decrease) in accounts payable - related party                               8,099                 (21,795)
    (Decrease) in accrued expenses                                                     (155,620)                (54,461)
    Decrease (increase) in income taxes payable                                        (248,458)                 43,975
                                                                                      ---------               ---------
         Net cash provided by operating activities                                    4,673,816               3,563,850

Cash flows from investing activities:
  Cost of leased machines                                                            (7,692,363)             (6,000,460)
  Purchases of property and equipment                                                   (26,438)                (55,652)
                                                                                      ---------               ---------
         Net cash used in investing activities                                       (7,718,801)             (6,056,112)

Cash flows from financing activities:
  Net proceeds from notes payable                                                     3,263,692               2,582,119
  Repayment of long-term debt                                                          (192,302)                   (968)
                                                                                      ---------               ---------
         Net cash provided by financing activities                                    3,071,390               2,581,151
                                                                                      ---------               ---------

Increase in cash                                                                         26,405                  88,889

Cash at beginning of year                                                                30,004                 143,071
                                                                                      ---------               ---------

Cash at end of period                                                                $   56,409              $  231,960
                                                                                      =========               =========


Supplemental disclosure of cash flow information:
  Interest paid                                                                      $  921,545              $  711,530
                                                                                      =========               =========

  Income taxes paid                                                                  $  996,956              $  330,700
                                                                                      =========               =========

  NBV of capitalized leased ITVMs returned to inventory                              $  868,264              $        0
                                                                                      =========               =========

</TABLE>

            See accompanying notes to condensed financial statements.






                                       5
<PAGE>


                          INTERLOTT TECHNOLOGIES, INC.

                     Notes to Condensed Financial Statements

1.       Basis of Presentation

         The accounting and reporting policies of Interlott  Technologies,  Inc.
conform to generally accepted accounting  principles.  The financial  statements
for the nine months ended  September  30, 1999 and 1998 are unaudited and do not
include all  information or footnotes  necessary for a complete  presentation of
financial condition, results of operations and cash flows. The interim financial
statements  include  all  adjustments,   consisting  only  of  normal  recurring
accruals, which in the opinion of management are necessary to make the financial
statements  not  misleading.  These  financial  statements  should  be  read  in
conjunction with the financial  statements and footnotes,  including the summary
of significant  accounting  policies,  which appear in the Company's1998  Annual
Report filed with the  Securities  and Exchange  Commission as an exhibit to the
Company's  1998 Annual Report on Form 10-K.  The results of  operations  for the
nine months  ended  September  30, 1999 are not  necessarily  indicative  of the
results to be expected for the entire year ending December 31, 1999.

2.       Investment in Sales Type Leases

         The Company  leases 200 Instant  Ticket  Vending  Machines to one state
lottery  under a sales type lease that  commenced in May, 1997 and an additional
599 Instant Ticket Vending  Machines are leased to another state lottery under a
similar type lease that commenced in May, 1998.  Revenues from sales type leases
are included in revenues  from sales in accordance  with  Statement of Financial
Accounting Standards (SFAS) No. 13, Accounting for Leases, as amended.

3.       Notes Payable

         In October 1997, the Company  entered into a revolving  credit facility
with a  financial  institution  that  permitted  the  Company to borrow  through
October 2000, up to  $15,000,000  at the prime interest rate (8.25% at September
30, 1999). In September 1999, the Company and the financial  institution amended
this agreement to permit borrowing of up to $25,000,000. In conjunction with the
facility,  the Company maintains a lockbox and controlled  disbursement  account
with the bank parent of the  financial  institution.  All lockbox  receipts  are
recorded as payments  against the facility and presented  checks are recorded as
draws on the facility.  Borrowings under this credit facility are collateralized
by all of the assets of the Company and the  assignment  of proceeds  from lease
agreements.  At September 30, 1999,  the Company had  borrowings of  $14,430,066
outstanding  with  additional  borrowings  of  $10,569,934  available  under the
facility.










                                       6
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations.

General

         This report contains "forward-looking statements" within the meaning of
Section  27A of the  Securities  Act of 1933,  as amended and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These statements relate to future
economic  performance,  plans and objectives of management for future operations
and  projections  of  revenue  and other  financial  items that are based on the
beliefs  of the  Company's  management,  as  well  as  assumptions  made  by and
information currently available to the Company's management. The words "expect,"
"estimate,"  "anticipate,"  "believe,"  "intend,"  and similar  expressions  are
intended  to  identify  forward-looking   statements  which  involve  risks  and
uncertainties  such as  fluctuations in financial  results,  a decline in market
acceptance of ITVMs, loss of large contracts, loss of patent protection, changes
in  technology  and  increasing  competition.  If one or more of these  risks or
uncertainties  materialize or underlying  assumptions  prove  incorrect,  actual
outcomes may vary materially from those indicated.

         The Company  manufactures instant ticket vending machines or ITVMs, and
phone card dispensing  machines or PCDMs,  that dispense instant lottery tickets
and prepaid telephone calling cards without the assistance of an employee of the
lottery or the telephone card vendor.  The Company derives its revenues from (1)
the lease of ITVMs and  PCDMs,  (2) the sale of ITVMs  and  PCDMs,  and (3) to a
lesser extent, service agreements and the sale of parts for ITVMs and PCDMs.

         As of September  30,  1999,  the Company had sold or leased over 16,700
ITVMs and PCDMs under agreements with both domestic and international lotteries,
their  licensees or contractors,  as well as to both domestic and  international
vendors of prepaid  telephone  calling cards. The Company continues to test both
ITVMs and PCDMs in both domestic and international markets.


Results of Operations

         The Company's net revenues  decreased 11% to $4,995,005 from $5,627,330
for the three  months,  and 20% to  $15,094,480  from  $18,778,089  for the nine
months, ended September 30, 1999 and1998,  respectively.  Revenues from sales of
ITVMs and PCDMs  decreased 88% to $211,718 from  $1,741,828 for the three months
ended September 30, 1999 and 1998,  respectively,  and decreased 87% to $906,124
from  $7,049,825  for  the  nine  months  ended  September  30,  1999  and  1998
respectively.  The decrease in revenues from sales  resulted from a lower number
of ITVMs  leased to the New York  Lottery  which are  categorized  as sales type
leases (see Note 2 of Notes to Financial Statements in the Company's 1998 Annual
Report) and from a lower numbers of machines sold directly.  For the nine months
ended September 30, 1998, the Instant Ticket Vending  Machines  accounted for as
sales type leases amounted to over $3.3 million in sales revenue.  Revenues from
operating  leases  increased 32% to  $4,261,893  from  $3,235,382  for the three
months,  and increased 24% to $12,611,924  from $10,148,288 for the nine months,



                                       7
<PAGE>

ended September 30, 1999 and 1998, respectively.  Lease revenues represented 85%
and  57% of  total  revenues  for the  three  months,  and 84% and 54% of  total
revenues for the nine months ended  September  30, 1999  and1998,  respectively.
This increase in lease revenues as a percentage of total  revenues  results from
the Company's  continuing  emphasis on leasing.  For further information in this
regard,  see the Company's  Report on Form 10-K for the year ended  December 31,
1998.

          Cost of revenues as a percent of total  revenues  increased  1% to 69%
from 68% for the  three  months  and  decreased  1% to 67% from 68% for the nine
months ended September 30, 1999 and 1998, respectively.  Depreciation charged to
cost of revenues  increased  25% to  $1,342,027  from  $1,072,488  for the three
months,  and increased 24% to $3,901,678  from  $3,144,912  for the nine months,
ended September 30, 1999 and 1998, respectively.  Service and installation costs
increased 34% to $1,874,308 from $1,399,098 for the three months,  and increased
22% to $5,343,722 from $4,395,863 for the nine months,  ended September 30, 1999
and 1998, respectively,  primarily due to an increase in the number of ITVMs and
PCDMs  deployed  rather  than an  incremental  cost per  machine.  Gross  profit
percentage  decreased 1% to 31% from 32% for the three months,  and increased 1%
to 33%  from  32% for the nine  months,  ended  September  30,  1999  and  1998,
respectively.

          Selling,   general,  and  administrative   expenses  increased  1%  to
$1,044,625  from  $1,037,563  for the three months,  and 3% to  $3,131,759  from
$3,046,516 for the nine months, ended September 30, 1999 and 1998, respectively.
An  increase in  personnel,  plus legal and  professional  fees were the primary
factors  related  to the  increase  in cost for both the three  months  and nine
months ended September 30, 1999 as compared to the same periods in 1998.

         Interest expense  increased 10% to $283,339 from $257,750 for the three
months,  and increased 2% to $768,238  from $753,445 for the nine months,  ended
September 30, 1999 and 1998, respectively.  The increase reflects the difference
in the average amounts outstanding and an increase in interest rates.

         Other  (expense)  income was  ($1,591) and $86,356 for the three months
and $610,157 and $142,342 for the nine months ended September 30, 1999 and 1998,
respectively.  The income for the nine month period in 1999, includes a one time
non-recurring  item of $625,000 from settlement of litigation as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

         The  extraordinary  item is a one time  non-recurring  gain of $151,106
from the  involuntary  conversion  of  property  lost in a  tornado,  covered by
insurance at replacement cost.

         As a result of the changes discussed above,  income before income taxes
decreased 22% to $293,921 from $376,652 for the three months,  and decreased 23%
to $1,471,597 from $1,912,324 for the nine months,  ended September 30, 1999 and
1998, respectively.

         Net  income  decreased  19% to  $182,381  from  $225,453  for the three
months, and decreased 20% to $912,747 from $1,145,824 for the nine months, ended
September 30, 1999 and 1998, respectively.


                                       8

<PAGE>

Liquidity and Capital Resources

         The  Company's   liquidity  and  capital  resources  are  significantly
impacted by the Company's decision to use leasing as a means to market its ITVMs
and PCDMs. However,  leasing inherently requires  significantly more capital and
longer-term payout than sales. At September 30, 1999, the Company had a total of
8,059 ITVMs and PCDMs  deployed  under  leases as compared to 7,587 at September
30, 1998.

         The Company  finances its operations  primarily  through cash flow from
operations and a three year revolving  credit facility from Mercantile  Business
Credit,  Inc. or MBCI,  entered into as of October 29,1997.  The credit facility
with MBCI is a $25,000,000  three-year credit line,  secured by a lien on all of
the assets of the  Company.  The rate of interest on this loan is prime or LIBOR
plus two percent.

         Net cash provided by operations for the nine months ended September 30,
1999 and 1998 was $4,673,816 and $3,563,850,  respectively. The increase for the
first  nine  months  of 1999 as  compared  to the same  period  in 1998  results
primarily  from  the  decrease  in  accounts   receivable  and  an  increase  in
depreciation.  The increase in  depreciation is the result of the greater number
of ITVMs and PCDMs deployed  under leases as compared to the number  deployed in
the first nine months of 1998.

         Net cash used in investing activities was $7,718,801 and $6,056,112 for
the nine months ended September 30, 1999 and 1998,  respectively.  This increase
reflects the increase in larger and higher value ITVMs and PCDMs  deployed under
lease in the first nine months of 1999 as compared to units deployed under lease
in the first nine months of 1998.

         Net cash provided by financing  activities  was $3,071,390 for the nine
months  ended  September  30, 1999 as compared  to  $2,581,151  net cash used in
financing  activities for the nine months ended September 30,1998. The change is
the result of borrowing  to fund the increase in leased ITVMs and PCDMs,  offset
by repayment of long-term debt.

         The  Company's  working  capital  deficit  increased by  $1,058,765  to
$8,525,596  at  September  30,  1999,  as  compared  to a deficit of  $7,466,831
December 31, 1998. The deficits at both dates reflect the  classification of the
Company's  revolving  credit  facility  as a current  debt.  The  deficit  as of
September 30, 1999 reflects the Company's use of cash generated from  operations
in addition to draws on the credit  facility to finance the increased  number of
leased ITVMs and PCDMs.

         At  September  30,  1999,  the  Company  was  indebted  to  MBCI in the
aggregate  principal  amount of $14,430,066 and had $10,569,934  available under
the credit facility.

The Year 2000 Issue

         The Company relies on computer-based  technology and utilizes a variety
of third-party hardware and proprietary and third party software.  The Company's
dispensing  equipment  generally uses  proprietary  software,  with  third-party


                                       9
<PAGE>

software  being used more  extensively  for  administrative  functions,  such as
accounting  and human  resource  management.  In  addition  to such  information
technology  or IT  systems,  the  Company's  operations  rely on various  non-IT
equipment and systems that contain embedded computer  technology.  Third parties
with  whom the  Company  has  commercial  relationships,  including  vendors  of
materials  and  components  incorporated  into  the  Company's  products  and of
products and services used by the Company in its operations (such as banking and
financial services,  data processing services,  telecommunications  services and
utilities), also rely heavily on computer based technology.

         The Company has assessed the  potential  effects of the Year 2000 issue
on the Company's  business,  financial  condition and results of operations.  In
conjunction  with this  assessment,  the Company  developed  and  commenced  the
implementation of the compliance program described below.

         The  Company  has  undertaken  a review of its  proprietary  IT systems
relating to its dispensing equipment.  No systems were identified as relating to
the critical  functions of the Company's  ITVMs or PCDMs.  As such,  the Company
believes  that no  remediation  with regard to those  proprietary  IT systems is
necessary.

         The  Company  has  contacted  its third  party  providers  of  critical
hardware and software and has obtained appropriate representations to the effect
that such hardware or software is or will be Year 2000 compliant.

         The  Company  has  undertaken  a review of its  non-IT  systems  and is
implementing a remediation program with respect to those systems that are within
the control of the  Company.  Selected  non-IT  suppliers  and vendors have been
contacted  to identify  any  significant  exposures  that may exist and identify
alternate sources or strategies necessary.

         The  Company  has  incurred  minimal  costs  to date in  assessing  the
potential  effects of the Year 2000 issue on the  Company and does not expect or
anticipate any material  expenditures  in the future in connection with the Year
2000 issue.  Nevertheless,  the issues  presented by the Year 2000 issue and the
proposed  solutions  therefrom  are very  complex  and the  Company's  Year 2000
compliance  depends heavily on the technical skills of employees and independent
contractors and the representations and preparedness of third parties. Moreover,
Year 2000  issues  present  a number  of risks  that are  beyond  the  Company's
reasonable  control,  such as the  failure of  telecommunications  companies  to
provide  voice and data  services,  the  failure of  financial  institutions  to
process  transactions  and  transfer  funds,  the  failure of vendors to deliver
materials or perform services required by the Company and the collateral effects
on the  Company of the  effects of Year 2000 issues on the economy in general or
on the Company's  business  partners and customers in  particular.  Although the
Company  believes  that its Year  2000  compliance  program  will  appropriately
identify  and  address  those  Year 2000  issues  that are most  subject  to the
Company's  reasonable  control,  there can be no  assurance  that the  Company's
efforts in this regard will be fully effective or that the Year 2000 issues will
not  have a  material  adverse  effect  on  the  Company's  business,  financial
condition or results of operations.



                                       10
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable







































                                       11
<PAGE>



                           PART II. OTHER INFORMATION




Item 4.  Exhibits and Reports on Form 8-K

(a)      Exhibits.
         Exhibit 11 - Computation of earnings per share
         Exhibit 27 - Financial Data Schedule for the Nine Months Ended
                      September 30, 1999

(b)      Reports on Form 8-K.  No current  reports on Form 8-K were filed by the
         Company during the quarter ended September 30, 1999.
































                                       12
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         INTERLOTT TECHNOLOGIES, INC.
                                                 (Registrant)



Date: November 12, 1999                  /s/ David F. Nichols
                                         President and
                                         Chief Executive Officer
                                         (Duly Authorized Officer)


                                         /s/ Dennis W. Blazer
                                         Dennis W. Blazer
                                         Chief Financial and Accounting Officer
































                                       13
<PAGE>






                                  EXHIBIT INDEX

Exhibit Number          Description                                 Page Number


    11                  Computation of earnings per share                15

    27                  Financial Data Schedule for the
                        Nine Months ended September 30, 1999             16





































                                       14


<TABLE>
                           INTERLOTT TECHNOLOGIES, INC

<CAPTION>
                        Computation of Earnings per share

                                                                    Three Months Ended                Nine Months Ended
                                                                        September 30,                    September 30,
                                                                   1999           1998              1999           1998
<S>                                                               <C>            <C>               <C>               <C>
Weighted average common shares
  outstanding during the period                               3,210,000      3,210,000         3,210,000      3,210,000

Net income                                                     $182,381       $225,453          $912,747     $1,145,824

Net income per share                                             $0.06           $0.07            $0.28           $0.36

Assuming full dilution:
  Shares
    Weighted average number of
      common shares outstanding
      during the period                                       3,210,000      3,210,000         3,210,000      3,210,000

    Assuming exercise of options                                      0         13,839                 0         12,249

    Weighted average number of
      common shares outstanding
      as adjusted                                             3,210,000      3,223,839         3,210,000      3,222,249
                                                              =========      =========         =========      =========

Net income                                                     $182,381       $225,453          $912,747     $1,145,824

Earnings per common share
  assuming full dilution                                         $0.06           $0.07            $0.28           $0.36

</TABLE>















                                       15

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  for the period  ended  September  30, 1999 and is  qualified  in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                                        1,000


<S>                                                                   <C>
<PERIOD-TYPE>                                                       9-MOS
<FISCAL-YEAR-END>                                             DEC-31-1999
<PERIOD-START>                                                JAN-01-1999
<PERIOD-END>                                                  SEP-30-1999
<CASH>                                                                 56
<SECURITIES>                                                            0
<RECEIVABLES>                                                       2,509<F1>
<ALLOWANCES>                                                            0<F1>
<INVENTORY>                                                         5,082
<CURRENT-ASSETS>                                                    8,912
<PP&E>                                                             34,328
<DEPRECIATION>                                                     14,098
<TOTAL-ASSETS>                                                     32,676
<CURRENT-LIABILITIES>                                              17,437
<BONDS>                                                               287
                                               1,335
                                                             0
<COMMON>                                                               32
<OTHER-SE>                                                         13,497
<TOTAL-LIABILITY-AND-EQUITY>                                       32,676
<SALES>                                                               906
<TOTAL-REVENUES>                                                   15,094
<CGS>                                                                 625
<TOTAL-COSTS>                                                      10,121
<OTHER-EXPENSES>                                                    3,587<F2>
<LOSS-PROVISION>                                                        0<F1>
<INTEREST-EXPENSE>                                                    768
<INCOME-PRETAX>                                                     1,228
<INCOME-TAX>                                                          466
<INCOME-CONTINUING>                                                   762
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                       151
<CHANGES>                                                               0
<NET-INCOME>                                                          913
<EPS-BASIC>                                                        0.28
<EPS-DILUTED>                                                        0.28

<FN>
<F1> Notes and accounts  receivable  - trade are  reported net of allowance  for
     doubtful accounts in the Condensed Balance Sheets.
<F2> Other costs and expenses  include the provision  for doubtful  accounts and
     notes.
</FN>



</TABLE>


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