(Translation of registrant’s name into English)

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

 

 

This Form 6-K 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 the Gaming & Digital business (“IGT Gaming”) to a newly formed holding company (the “Buyer”) owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (the “Apollo Funds”). These statements may discuss goals, intentions, and expectations as to future plans and strategies, expected growth, transactions, including the proposed sale of IGT Gaming to the Buyer and the use of proceeds therefrom, trends, events, products and services, customer relationships, dividends, results of operations, and/or financial condition or measures, including our expectations on future revenue, operating income, cash from operations, and capital expenditures guidance, or otherwise, 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) macroeconomic, regulatory and political uncertainty, including as a result of new or increased tariffs, trade wars, and other restrictions on trade between or among countries in which it operates, and related changes in discretionary consumer spending and behavior, fluctuations in foreign currency exchange rates, and the other factors and risks described in the Company’s annual report on Form 20-F for the financial year ended December 31, 2024 (including in “Item 3.D. Risk Factors”) 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, including the discussion provided in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Nothing in this Form 6-K 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 Form 6-K 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.

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024			5
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			6
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024			7
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024			8
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024			9
Notes to Condensed Consolidated Financial Statements			10

 

						Notes						March 31, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents												631						584
Restricted cash and cash equivalents												108						120
Trade and other receivables, net						5						432						468
Inventories, net						6						113						113
Other current assets												124						114
Assets held for sale						3						4,806						4,765
Total current assets												6,215						6,165
Systems, equipment and other assets related to contracts, net												607						581
Property, plant and equipment, net												88						85
Operating lease right-of-use assets						7						99						102
Goodwill												2,668						2,650
Intangible assets, net												86						89
Other non-current assets												578						606
Total non-current assets												4,126						4,113
Total assets												10,340						10,278
Liabilities and shareholders' equity
Current liabilities:
Accounts payable												688						718
Current portion of long-term debt						9						216						208
Other current liabilities												602						619
Liabilities held for sale						3						1,003						1,142
Total current liabilities												2,510						2,687
Long-term debt, less current portion						9						5,463						5,153
Deferred income taxes												167						170
Operating lease liabilities						7						80						83
Other non-current liabilities												127						125
Total non-current liabilities												5,836						5,530
Total liabilities												8,346						8,217
Commitments and contingencies						10
Shareholders’ equity
Common stock, par value $0.10 per share; 209 shares issued and 202 shares outstanding at March 31, 2025 and December 31, 2024												21						21
Additional paid-in capital												1,898						1,931
Retained deficit												(633)						(660)
Treasury stock, at cost; 7 shares at March 31, 2025 and December 31, 2024												(156)						(156)
Accumulated other comprehensive income						12						512						516
Total IGT PLC’s shareholders’ equity												1,642						1,652
Non-controlling interests												353						409
Total shareholders’ equity												1,994						2,061
Total liabilities and shareholders’ equity												10,340						10,278

 

 

1.    Description of Business

 

International Game Technology PLC (the “Parent”), together with its consolidated subsidiaries (collectively referred to as “IGT PLC,” the “Company,” “we,” “our,” or “us”), is a global leader in gaming delivering entertaining and responsible gaming experiences for players worldwide. Leveraging a wealth of compelling content, continuous investment in innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivalled 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.

On July 26, 2024, the Parent and Everi Holdings Inc. (“Everi”) entered into definitive agreements (the “Transaction Agreements”) whereby IGT Gaming and Everi will be simultaneously acquired by a newly formed holding company (“the Buyer”) owned by the Apollo Funds in an all-cash transaction (the “Proposed Transaction”).

2.    Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements and notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these interim financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements, but reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the interim period results. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 25, 2025 (the “2024 Form 20-F”).

Our condensed consolidated financial statements are stated in millions of United States (“U.S.”) dollars, except per share data or unless otherwise indicated, and are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts.

We have reflected the financial results of IGT Gaming as discontinued operations in our condensed consolidated statements of operations and reflected the assets and liabilities of IGT Gaming as held for sale in our condensed consolidated balance sheets, for all periods presented. Retrospective reclassifications have been made to prior period financial statements and disclosures to present IGT Gaming as discontinued operations (see Note 3. Discontinued Operations and Assets Held for Sale). Unless otherwise noted, amounts and disclosures included herein relate to our continuing operations.

 

The preparation of our condensed consolidated financial statements requires us to make estimates, judgments, and assumptions which affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates, judgments, and methodologies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses. Accordingly, actual results and outcomes could differ from those estimates.

There have been no material changes to our significant accounting policies described in Note 2 - Summary of Significant Accounting Policies, in our 2024 Form 20-F.

The Company closely monitors all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and other authoritative guidance. During the three months ended March 31, 2025, there were no ASUs issued that are expected to have a significant effect on the condensed consolidated financial statements. Additionally, there were no ASUs adopted during the three months ended March 31, 2025 with a significant effect on the condensed consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances annual disclosure requirements with respect to income taxes. The Company will apply the ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and will continue to provide the pre-ASU disclosures for the prior periods.

On July 26, 2024, the Parent and Everi entered into the Transaction Agreements whereby IGT Gaming and Everi will be simultaneously acquired in the Proposed Transaction. Under the terms of the Transaction Agreements, the Parent will receive approximately $4.05 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreements, for IGT Gaming. The Proposed Transaction, which is expected to be completed by the end of the third quarter of 2025, is subject to the satisfaction of customary closing conditions, including, among others: (i) final approval by Everi’s stockholders, which was received on November 14, 2024; (ii) clearance of U.S. antitrust review, with the waiting period having expired on November 20, 2024; and (iii) receipt of regulatory approvals from gaming regulators in the jurisdictions where the Combined Company (defined below) will operate.

The criteria for reporting the IGT Gaming disposal group as held for sale were met upon entering into the Transaction Agreements. The Proposed Transaction represents a strategic shift that will have a major effect on the Company’s operations and financial results and accordingly, IGT Gaming is presented in the accompanying condensed consolidated financial statements as a discontinued operation for all periods presented.

The following represents the major classes of the IGT Gaming assets and liabilities held for sale:

Shown below is the summarized statement of operations and selected cash flows for the IGT Gaming discontinued operations:

(1) Includes interest expense allocated to discontinued operations for contractual and planned repayments related to $2 billion of debt that is required to be repaid as a result of the Proposed Transaction, within six months of the closing date, in accordance with our Revolving Credit Facilities and Term Loan Facilities agreements.

The Company expects to have continuing involvement with the IGT Gaming business via a transition services agreement (“TSA”). As part of the TSA, the Company expects to provide various services such as information technology (i.e. data center hosting), human resources (i.e. payroll and benefits), and other back-office services for which the Company will receive compensation. These services generally expire no more than two years after the Proposed Transaction closes.

In addition, the Company and IGT Gaming will license or sublicense certain software, brands, and intellectual property to one another, which are subject to expiration based on the underlying contractual or statutory terms.

With respect to the Company’s 60.0% ownership in Rhode Island VLT Company LLC (“RI VLT”), we expect to retain our ownership interest, but will enter into a management contract with IGT Gaming transferring the economic benefits to IGT Gaming following the closing of the Proposed Transaction.

The following table summarizes revenue disaggregated by the source of revenue:

Contract assets reflect revenue recognized in advance of invoicing our customer. The amount of contract assets, which is included within Other current assets and Other non-current assets in the Condensed Consolidated Balance Sheets, was $49 million and $51 million at March 31, 2025 and December 31, 2024, respectively.

Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The amount of contract liabilities, which is included within Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets, was $69 million and $61 million at March 31, 2025 and December 31, 2024, respectively.

The amount of revenue recognized during the three months ended March 31, 2025 that was included in the contract liabilities balance at the beginning of the period was $10 million.

At March 31, 2025, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, is approximately $871 million. Of this amount, we expect to recognize as revenue approximately 27% within the next 12 months, approximately 32% between 13 and 36 months, approximately 21% between 37 and 60 months, and the remaining balance through July 9, 2036.

Trade and other receivables are recorded at amortized cost, net of allowance for credit losses, and represent a contractual right to receive money on demand or on fixed or determinable dates that are typically short-term with payment due within 90 days or less.

(1) As of and for the three months ended March 31, 2025 and the year ended December 31, 2024, balances and activity related to the allowance for credit losses were immaterial.

We enter into various factoring agreements with third-party financial institutions to sell certain of our trade receivables. We factored trade receivables of $107 million and $403 million during the three months ended March 31, 2025 and year ended December 31, 2024, respectively, under these factoring arrangements. The cash received from these arrangements is reflected as net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. In certain of these factoring arrangements, for ease of administration, we will collect customer payments related to the factored gross receivables, including our trade receivables, which we then remit to the financial institutions. At March 31, 2025 and December 31, 2024, we had $77 million and $152 million, respectively, that was collected on behalf of the financial institutions and recorded as other current liabilities in the Condensed Consolidated Balance Sheets. The net cash flows relating to these collections are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.

We have operating and finance leases for real estate (warehouses, office space, data centers), vehicles, communication equipment, and other equipment. Many of our real estate leases include one or more options to renew, while some include termination options. Certain vehicle and equipment leases include residual value guarantees and options to purchase the leased asset. Many of our real estate leases include variable payments for maintenance, real estate taxes, and insurance that are determined based on the actual costs incurred by the landlord.

The classification of our operating and finance leases in the Condensed Consolidated Balance Sheets is as follows:

(1) Finance right-of-use (“ROU”) assets are recorded net of accumulated amortization of $17 million and $16 million at March 31, 2025 and December 31, 2024, respectively.

Weighted-average remaining lease terms and discount rates are as follows:

						March 31, 2025						December 31, 2024
Weighted-Average Remaining Lease Term (in years)
Operating leases						2.48						2.59
Finance leases						2.95						3.13
Weighted-Average Discount Rate
Operating leases						2.30		%				2.34		%
Finance leases						5.03		%				5.06		%

Components of lease expense are as follows:

						For the three months ended March 31,
($ in millions)						2025						2024
Operating lease costs						8						8
Finance lease costs (1)						2						2
Short-term lease costs						6						6
Variable lease costs (2)						3						4

(1) Includes immaterial amounts related to interest on lease liabilities.

(2) Includes immaterial amounts related to sublease income.

Finance lease costs include amortization expense as follows:

Maturities of operating and finance lease liabilities at March 31, 2025 are as follows ($ in millions):

(1) The maturities above exclude leases that have not yet commenced. We have committed lease payments of $5 million for leases that will commence in 2025 with a lease term of 5 years.

Cash flow information and non-cash activity related to leases is as follows:

During the third quarter of 2024, we initiated a restructuring plan (“OPtiMa 3.0”) to realign and optimize our cost structure due to the ending of the TSA period after the two Italian dispositions (Italian gaming B2C businesses & Italian commercial services business) and the Proposed Transaction for the sale of IGT Gaming.

The plan is focused on realigning and optimizing our general and administrative activities. Actions under the plan include the reduction of approximately 3% of our workforce, the optimization of our real estate footprint given our hybrid workforce and headcount reductions, and the reduction of other indirect costs previously incurred due to a larger business portfolio. Employee actions commenced in the third quarter of 2024 and are expected to be completed within a 12 month period. During the three months ended March 31, 2025, no additional expense was incurred under the plan.

9.    Debt

The Company’s debt obligations consist of the following:

At March 31, 2025, $1 million of debt issuance costs for the expected Facility B borrowing under the 2030 Facilities Agreement (as defined below) were recorded as other non-current assets in the Condensed Consolidated Balance Sheets. At December 31, 2024, there were no debt issuance costs, net recorded as other non-current assets in the Condensed Consolidated Balance Sheets.

The principal amount of long-term debt maturing over the next five years and thereafter as of March 31, 2025 is as follows ($ in millions):

At March 31, 2025 and December 31, 2024, we were in compliance with all covenants under our outstanding debt agreements.

On March 14, 2025, the Parent entered into a senior facilities agreement (the “2030 Facilities Agreement”) which provided €1 billion of term loan facilities to IGT Lottery S.p.A. as borrower (together, the “2030 Facilities”). The 2030 Facilities consist of a facility in the amount of €500 million (“Facility A”), which may be used for general corporate purposes, and a facility also in the amount of €500 million (“Facility B”) to be utilized if the Company is awarded the Italian Gioco del Lotto license (the “Italian Lotto license”), for use toward the Italian Lotto license upfront fee. Facility A was utilized on March 24, 2025 for repayment of borrowings under the Revolving Credit Facilities. The Facility B availability period expires on September 14, 2025 and is subject to a ticking fee until the facility is either utilized or the availability period expires.

IGT Lottery S.p.A. must repay the 2030 Facilities in installments, as detailed below:

Interest on the 2030 Facilities is payable either three or six months in arrears at rates equal to the applicable EURIBOR plus a margin based on IGT’s public debt ratings.

The 2030 Facilities are guaranteed by the Parent and certain subsidiaries of the Parent. Upon the occurrence of certain events, IGT Lottery S.p.A. may be required to prepay the 2030 Facilities in full. The 2030 Facilities Agreement provides for standard covenants and restrictions, which are substantially identical to those under the agreements for the Revolving Credit Facilities and other term loan facilities. The 2030 Facilities Agreement limits the aggregate amount that the Parent can pay with respect to dividends and repurchases of ordinary shares in each year to $400 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are lower than Ba1/BB+ and $550 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Ba1/BB+, and provides that such limit is eliminated if any two of our public debt ratings by Moody’s, S&P, and Fitch are equal to or higher than Baa3/BBB-. The 2030 Facilities Agreement also contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and maximum ratio of total net debt to EBITDA) and events of default.

Debt is categorized within Level 2 of the fair value hierarchy. Senior Secured Notes are valued using quoted market prices or dealer quotes for the identical financial instrument when traded as an asset in markets that are not active. All other debt is valued using current interest rates, excluding the effect of debt issuance costs. The table below excludes short-term borrowings.

From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors seeking to annul awards made to the Company. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to the Company’s ongoing operations. Legal proceedings that were previously disclosed may no longer be reported because, as a result of the rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position, or results of operations.

At March 31, 2025, provisions for all legal proceedings was $4 million. With respect to legal proceedings where we have determined that an incremental loss is reasonably possible but we are unable to determine an estimate of that reasonably possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of litigation and the inherent difficulty of predicting the outcome of legal proceedings.

11.    Income Taxes

(1) Determined using an estimated annual effective income tax rate.

The effective income tax rate for the three months ended March 31, 2025 of 85.3% differed from the U.K. statutory rate of 25.0% primarily due to operating losses in jurisdictions in which we do not receive a tax benefit, foreign rate differential, and the impact of the international provisions of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

The effective income tax rate for the three months ended March 31, 2024 of 33.1% differed from the U.K. statutory rate of 25.0% primarily due to operating losses in jurisdictions in which we do not receive a tax benefit, foreign rate differential, and the international provisions for the Tax Act.

At March 31, 2025 and December 31, 2024, we had reserves for uncertain tax positions of $17 million.

At March 31, 2025 and December 31, 2024, interest and penalties were accrued for uncertain tax positions of $27 million.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a new global minimum tax framework (“Pillar Two”). Many non-U.S. tax jurisdictions, including the European Union, have committed to adopting Pillar Two, which establishes a global minimum tax of 15% and is intended to be effective for tax years beginning in 2024. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Based on the Company’s current analysis of the Pillar Two provisions, these tax law changes will not have a material impact on the Company’s financial statements for calendar year 2025.

12.    Shareholders' Equity

In the first quarter of 2025, the Board of Directors of the Parent (the “Board”) declared a quarterly cash dividend of $0.20 per share, paid on March 25, 2025.

On May 8, 2025, the Board declared a quarterly cash dividend of $0.20 per share. The dividend, of approximately $40 million in the aggregate, is payable on June 12, 2025, to shareholders of record at the close of business on May 29, 2025. Future dividends are subject to Board approval.

The following tables detail the changes in AOCI:

 

The following table presents the computation of basic and diluted income per share of common stock: