SECURITIES EXCHANGE ACT OF 1934

 

 

 

(Translation of registrant’s name into English)

 

(Address of principal executive offices)

 

International Game Technology PLC (NYSE:IGT) (“IGT”) today released historical income statements on both a US GAAP and non-GAAP basis for the fiscal year ended December 31, 2022, and the three months ended March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024, recast to show the impact of the IGT Gaming & Digital businesses ("IGT Gaming") operations as discontinued (the "Recast Historical Financial Information"). Additionally, IGT released historical balance sheets for the periods ended June 30, 2024 and December 31, 2023, recast to show the impact of classifying the IGT Gaming assets and liabilities as held for sale.

On July 26, 2024, IGT announced that it had entered into definitive agreements to separate and sell IGT Gaming to funds managed by affiliates of Apollo Global Management, Inc. ("Apollo") (the "Proposed Sale").

As a result of this divestment, IGT Gaming operations will be presented as discontinued operations, net of tax, in IGT's third quarter and future earnings releases.The Recast Historical Financial Information is being presented herein to provide further clarity regarding the historical performance of the continuing operations of IGT.

The Recast Historical Financial Information has been derived from IGT's historical financial statements and has been prepared, unless otherwise specified, on a basis that is consistent with generally accepted accounting principles in the U.S.

IGT (NYSE:IGT) is a global leader in gaming. We deliver entertaining and responsible gaming experiences for players across all channels and regulated businesses, from Lotteries and Gaming Machines to Sports Betting and Digital. Leveraging a wealth of compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivaled gaming experiences that engage players and drive growth. We have a well-established local presence and relationships with governments and regulators in more than 100 jurisdictions around the world, and create value by adhering to the highest standards of service, integrity, and responsibility. IGT has approximately 11,000 employees. For more information, please visit www.IGT.com.

This release may contain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning International Game Technology PLC and its consolidated subsidiaries (the “Company”) and other matters, including with respect to the Proposed Sale of IGT Gaming to Apollo. These statements may discuss goals, intentions, and expectations as to future plans, strategies, transactions, including the Proposed Sale of IGT Gaming, trends, events, dividends, results of operations, and/or financial condition or measures, including our expectations on the future release of revenue, operating income, cash, and capital expenditures guidance, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” "outlook," “possible,” “potential,” “predict,” “project” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to) the factors and risks described in the Company’s annual report on Form 20-F for the financial year ended December 31, 2023, Form 6-K furnished on July 30, 2024 and other documents filed or furnished from time to time with the SEC, which are available on the SEC’s website at www.sec.gov and on the investor relations section of the Company’s website at www.IGT.com. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. You should carefully consider these factors and other risks and uncertainties that may affect the Company’s business. Nothing in this release is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the financial performance of International Game Technology PLC for the current or any future financial years will necessarily match or exceed the historical published financial performance of International Game Technology PLC, as applicable.

All forward-looking statements contained in this release are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to International Game Technology PLC, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.

Management supplements the reporting of financial information, determined under GAAP, with certain non-GAAP financial information. Management believes the non-GAAP information presented provides investors with additional useful information, but it is not intended to nor should it be considered in isolation or as a substitute for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. The Company encourages investors to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Adjusted EBITDA represents income (loss) from continuing operations (a GAAP measure) before income taxes, interest expense, net, foreign exchange gain (loss), net, other non-operating expenses (e.g., gains/losses on extinguishment and modifications of debt), net, depreciation, impairment losses, amortization (service revenue, purchase accounting, and non-purchase accounting), stock-based compensation, litigation expense (income), and certain other non-recurring items. Other non-recurring items are infrequent in nature and are not reflective of on-going operational activities.

A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables in this release. The tables provide additional information as to the items and amounts that have been excluded from the adjusted measures.

Amounts reported in millions are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers.

 

						June 30, 2024						December 31, 2023
Assets
Current assets:
Cash and cash equivalents						374						508
Restricted cash and cash equivalents						99						146
Trade and other receivables, net						374						403
Inventories, net						115						110
Other current assets						204						141
Assets held for sale						797						816
Total current assets						1,963						2,123
Systems, equipment and other assets related to contracts, net						588						622
Property, plant and equipment, net						75						74
Operating lease right-of-use assets						97						103
Goodwill						2,664						2,678
Intangible assets, net						78						87
Other non-current assets						707						835
Assets held for sale						3,870						3,943
Total non-current assets						8,080						8,342
Total assets						10,042						10,465
Liabilities and shareholders' equity
Current liabilities:
Accounts payable						544						643
Current portion of long-term debt						713						—
Short-term borrowings						—						16
Other current liabilities						536						561
Liabilities held for sale						538						472
Total current liabilities						2,331						1,691
Long-term debt, less current portion						4,833						5,655
Deferred income taxes						195						178
Operating lease liabilities						81						88
Other non-current liabilities						118						129
Liabilities held for sale						607						771
Total non-current liabilities						5,835						6,821
Total liabilities						8,166						8,513
Commitments and contingencies
IGT PLC's shareholders' equity						1,503						1,443
Non-controlling interests						374						510
Shareholders' equity						1,877						1,952
Total liabilities and shareholders' equity						10,042						10,465

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.