LAS VEGAS, Feb. 19, 2013 /PRNewswire/ -- International
Game Technology (NYSE: IGT) ("IGT" or "the Company"), today
announced that Institutional Shareholder Services (ISS) recommends
that IGT shareholders vote to elect seven of IGT's eight
director nominees, and that Egan-Jones Proxy Services (Egan-Jones)
recommends FOR ALL of IGT's directors in connection with the
Company's 2013 Annual Meeting of Shareholders on March 5, 2013.
(Logo:
http://photos.prnewswire.com/prnh/20130130/LA50769LOGO)
In its February 19, 2013 report,
ISS noted, "Two of IGT's business segments – product sales and
interactive – are growing well, and the company has recently been
able to expand its total margins through both revenue improvements
and lower operating expenses for both of these segments."*
In addition, in its February 14,
2013 report, Egan-Jones stated, "We believe that support for
voting the Management ballot is merited and that voting the
Management ballot is in the best interest of the Company and its
shareholders." In its report, Egan
Jones noted, among other things, that "the Board is
comprised of capable professionals with experience and expertise
across a wide range of industries important to the Company's
business" and that "the Board has overseen management's turnaround
strategies which generated good financial results and positioned
the Company for continued growth and value creation."*
IGT issued the following statement:
We are pleased that Egan-Jones supports the election of all of
IGT's highly-qualified and experienced director nominees and that
that ISS, in effect, endorses the election of seven of IGT's eight
director nominees. However, we believe that ISS, in failing
to recommend that shareholders reject Daniel Silvers, a nominee proposed by the Ader /
Mathewson Group, misses the mark. In our opinion, ISS does
not recognize the substantial progress that this Board and
management team has achieved since 2009, when Patti Hart became the CEO of IGT.
IGT's financial performance and stock price have improved
substantially since 2009, with the Company showing increases in
revenue and ship share (a common industry measure of market share),
as well as adjusted operating income and adjusted earnings per
share ("EPS") from continuing operations.** From
the date that Patti Hart became CEO
of IGT, April 1, 2009, through
January 30, 2013, IGT's share price,
after adjusting for dividends, has increased by 67%. In
addition, since 2009, IGT has invested nearly $800 million in R&D, and has strategically
deployed $750 million to enhance its
core electronic gaming business, while returning more than
$860 million to shareholders through
dividends and share repurchases over that same period of time.
The success of our strategy – focusing on the core business
while investing in adjacent opportunities and controlling costs –
was highlighted by IGT's 2013 fiscal first quarter results. Among
other things, IGT grew revenues by 19%, shipped more units within
its core products than in any first quarter in four years and
achieved a 65% increase in adjusted earnings per share from
continuing operations.
The Board believes that the Ader / Mathewson Group nominees, if
elected, would detract from the strength of the IGT Board. In
particular, we believe that Daniel
Silvers has no relevant operating or management experience
in the gaming industry and only limited public company board
experience, and that he would not be additive to the IGT Board.
In contrast, IGT has a highly experienced and diverse
Board. The Company has substantially reconstituted its
eight-member Board, adding six new independent directors over the
last five years. IGT's directors have considerable
public company experience and a wide range of views and
backgrounds, encompassing a number of relevant fields, including
the gaming industry, the financial sector, consumer sales and
marketing, technology and compliance.
The IGT Board urges shareholders to protect their investment by
voting the WHITE proxy card today and not signing any proxy card
they receive from the Ader / Mathewson Group.
IGT shareholders are reminded that their vote is important, no
matter how many shares they own. Whether or not they attend
the Annual Meeting, IGT shareholders are encouraged to vote the
WHITE proxy FOR all eight of IGT's director nominees – Paget L.
Alves, Janice Chaffin, Greg Creed, Patti S.
Hart, Robert J. Miller,
David E. Roberson, Vincent L. Sadusky and Philip G. Satre. Vote the WHITE proxy by
Internet, telephone or by signing and dating the WHITE proxy card
itself and returning it as soon as possible.
* Permission to use quotations neither sought nor obtained
** Adjusted operating income and adjusted earnings per share from
continuing operations are non-GAAP financial measures;
reconciliation of non-GAAP to GAAP measures is included at the end
of this letter.
If you
have questions or need assistance voting your shares please
contact:
MACKENZIE
PARTNERS, INC
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
|
IGT Resources:
- Like us on Facebook
- Play DoubleDown Casino games
- Like DoubleDown Casino on Facebook
- Follow us on Twitter
- View IGT's YouTube Channel
- Check out our other games and gaming systems
About IGT
International Game Technology (NYSE:
IGT) is a global leader in casino gaming entertainment and
continues to transform the industry by translating casino player
experiences to social, mobile and interactive environments for
regulated markets around the world. IGT's recent acquisition of
DoubleDown Interactive provides engaging casino style entertainment
to more than 5 million players monthly. More information about IGT
is available at www.IGT.com or connect with IGT
at @IGTNews or facebook.com/IGT. Anyone can play at
the DoubleDown Casino by
visiting http://apps.facebook.com/doubledowncasino or
doubledowncasino.com
Forward-Looking Statements
This document contains forward-looking statements that involve
risks and uncertainties. These statements include our expected
future financial and operational performance and our strategic and
operational plans. These statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from the results predicted, and reported results should not be
considered an indication of future performance. Among the factors
that could cause actual results and outcomes to differ materially
from those contained in such forward-looking statements are the
following:, general economic conditions and changes in economic
conditions affecting the gaming industry; new or changing laws or
regulations or new interpretations of existing laws or regulations
affecting our business; difficulties or delays in obtaining or
maintaining necessary licenses or approvals; slow growth in the
number of new gaming jurisdictions or new casinos or the rate of
replacement of existing gaming machines; changes in operator or
player preferences for our products; our ability to compete in the
gaming industry with new or existing competitors; our ability to
develop and introduce new products and their acceptance by our
customers; risks related to our international operations; our
ability to protect our intellectual property; adverse results of
litigation, including intellectual property infringement claims;
risks related to business combinations, investments in intellectual
property and the integration of acquisitions; business disruptions,
costs; future developments or changes affecting online gaming or
social casino-style gaming, which is a new and evolving
industry; and future events related to the proxy contest
initiated by the insurgent group. A further list and description of
these and other risks, uncertainties and other matters can be found
in our annual report and other reports filed with the Securities
and Exchange Commission, including under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form
10-K for fiscal 2012 filed with the SEC on November 28, 2012 and our Quarterly Report on
Form 10-Q for the fiscal quarter ended December 29, 2012 filed with the SEC on
February 6, 2013 and available on the
SEC website at www.sec.gov and on the investor relations section of
our website at www.IGT.com. All information provided in this letter
is as of the date hereof, and IGT does not intend, and undertakes
no duty, to update this information to reflect subsequent events or
circumstances.
Important Additional Information
International Game Technology ("IGT"), its directors and certain
of its executive officers may be deemed to be participants in the
solicitation of proxies from IGT stockholders in connection with
the matters to be considered at IGT's 2013 annual meeting of
stockholders. IGT has filed its definitive proxy statement (as it
may be amended, the "Proxy Statement") with the U.S. Securities and
Exchange Commission (the "SEC") in connection with any such
solicitation of proxies from IGT stockholders. IGT STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING
PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the ownership of IGT's directors and executive officers
in IGT stock, restricted stock units and stock options is included
in their SEC filings on Forms 3, 4 and 5, which can be found at
IGT's website (www.igt.com) in the section "Investor
Relations."
More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Proxy Statement and
other materials to be filed with the SEC in connection with IGT's
2013 annual meeting of stockholders. Stockholders can obtain the
Proxy Statement, any amendments or supplements to the Proxy
Statement and other documents filed by IGT with the SEC for no
charge at the SEC's website at www.sec.gov. Copies are also
available at no charge at IGT's website at www.igt.com or by
writing to IGT at 6355 South Buffalo Drive, Las Vegas, Nevada 89113, Attn: Corporate
Secretary.
Year
Ended September 30, 2012
|
|
|
|
|
Continuing Operations
|
|
Operating
Income
|
Net
Earnings(a)
|
Diluted
EPS
|
|
|
|
|
GAAP
Measures
|
$421.7
|
$249.7
|
$0.86
|
% of Revenue
|
20%
|
|
|
Acquisition related charges: (b)
|
|
|
|
Contingent retention & earn-out
|
69.1
|
44.1
|
0.15
|
Amortization of intangibles
|
19.1
|
12.2
|
0.04
|
Professional fees
|
5.8
|
3.7
|
0.01
|
Impairment and restructuring:
|
|
|
|
Patents (Walker Digital)
|
14.6
|
9.3
|
0.03
|
Notes (Alabama)
|
12.8
|
8.1
|
0.03
|
Entraction reorganization
|
15.1
|
(29.6)
|
(0.10)
|
Distributor settlement
|
3.1
|
2.0
|
0.01
|
Severance
|
2.5
|
1.6
|
0.01
|
Total
non-GAAP adjustments
|
142.1
|
51.4
|
0.18
|
Adjusted Measures
|
$563.8
|
$301.1
|
$1.04
|
% of Revenue
|
26%
|
|
|
|
|
|
|
(a)
Adjustments tax effected at 37%, except Entraction
impairment
|
|
included tax benefit of $44.7
million
|
|
|
|
(b)
Primarily related to DoubleDown
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended December 31, 2012
|
|
|
|
|
Continuing Operations
|
|
Operating
Income
|
Net
Earnings(a)
|
Diluted
EPS
|
|
|
|
|
GAAP
Measures
|
$118.4
|
$65.3
|
$0.24
|
% of Revenue
|
22%
|
|
|
Acquisition related charges: (b)
|
|
|
|
Contingent retention & earn-out
|
17.5
|
11.5
|
0.04
|
Amortization of intangibles
|
6.7
|
4.4
|
0.02
|
Royalty Settlement
|
(5.0)
|
(5.0)
|
(0.02)
|
Total
non-GAAP adjustments
|
19.2
|
10.9
|
0.04
|
Adjusted Measures
|
$137.6
|
$76.2
|
$0.28
|
% of Revenue
|
26%
|
|
|
|
|
|
|
(a)
Adjustments tax effected at 34%, except no tax effect on royalty
settlement
|
(b)
Primarily related to DoubleDown
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended September 30, 2011
|
|
|
|
|
Continuing Operations
|
|
Operating
Income
|
Net
Earnings(a)
|
Diluted
EPS
|
|
|
|
|
GAAP
Measures
|
$504.9
|
$292.3
|
$0.97
|
% of Revenue
|
26%
|
|
|
|
|
|
|
IP Usage settlements
|
4.8
|
3.0
|
0.01
|
Impairment
|
15.8
|
10.0
|
0.03
|
Investment gain
|
-
|
(4.3)
|
(0.01)
|
Certain discrete tax items (benefits)
|
-
|
(22.1)
|
(0.07)
|
Total
non-GAAP adjustments
|
20.6
|
(13.4)
|
(0.04)
|
Adjusted Measures
|
$525.5
|
$278.9
|
$0.93
|
% of Revenue
|
27%
|
|
|
|
|
|
|
(a)
Adjustments tax effected at 36%
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended September 30, 2010
|
|
|
|
|
Continuing Operations
|
|
Operating
Income
|
Net
Earnings(a)
|
Diluted
EPS
|
|
|
|
|
GAAP
Measures
|
$424.8
|
$219.6
|
$0.73
|
% of Revenue
|
22%
|
|
|
|
|
|
|
Impairment and restructuring
|
68.4
|
42.6
|
0.15
|
Investment loss (no tax benefit)
|
-
|
19.9
|
0.07
|
Debt refinancing charges
|
-
|
2.5
|
0.01
|
Certain discrete tax items (benefits)
|
-
|
(36.7)
|
(0.12)
|
Total
non-GAAP adjustments
|
68.4
|
28.3
|
0.11
|
Adjusted Measures
|
$493.2
|
$247.9
|
$0.84
|
% of Revenue
|
26%
|
|
|
|
|
|
|
(a)
Adjustments tax effected at 38%
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended September 30, 2009
|
|
|
|
|
Continuing Operations
|
|
Operating
Income
|
Net
Earnings(a)
|
Diluted
EPS
|
|
|
|
|
GAAP
Measures
|
$332.4
|
$148.7
|
$0.50
|
% of Revenue
|
16%
|
|
|
|
|
|
|
Impairment and restructuring
|
109.1
|
68.2
|
0.24
|
Investment loss
|
-
|
14.4
|
0.05
|
Debt refinancing charges
|
1.8
|
3.0
|
0.01
|
Certain discrete tax items (benefits)
|
-
|
(17.1)
|
(0.06)
|
Total
non-GAAP adjustments
|
110.9
|
68.5
|
0.24
|
Adjusted Measures
|
$443.3
|
$217.2
|
$0.74
|
% of Revenue
|
22%
|
|
|
|
|
|
|
(a)
Adjustments tax effected at 38%
|
|
|
|
|
|
|
|
Adjusted
operating income and adjusted earnings per share from continuing
operations are non-GAAP financial measures. We believe that certain
non-GAAP measures, when presented in conjunction with comparable
GAAP (Generally Accepted Accounting Principles) measures, are
useful because that information is an appropriate measure for
evaluating our operating performance. Non-GAAP information is used
to evaluate business performance and management's effectiveness.
These measures should be considered in addition to, not as a
substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP. Non-GAAP measures may not be
calculated in the same manner by all companies and therefore may
not be comparable.
|
SOURCE International Game Technology