Brightstar Lottery PLC (BRSL) Earnings Call Transcript

Hello, and thank you for standing by. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the joint IGT and Everi conference call. [Operator Instructions] I would now like to turn the conference over to Jim Hurley, SVP, Investor Relations at IGT. Please go ahead.

Thank you, Regina, and thank you all for joining us for the joint call between IGT and Everi Holdings. Today's call is hosted by Vince Sadusky, IGT's Chief Executive Officer; and Randy Taylor, President and CEO of Everi Holdings. After some prepared remarks, Vince, Randy and other team members will be available for your questions. During today's call, and in relation to the announced transaction, we would be making some forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees, and our actual results may differ materially from those expressed or implied in the forward-looking statements. The principal risks and uncertainties that could cause our results to differ materially from our current expectations are detailed in the latest IGT and Everi SEC filings. During this call, we will discuss certain non-GAAP financial measures. You'll find additional disclosures regarding these non-GAAP measures in IGT and Everi's respective filings with the SEC, which are posted on our respective Investor Relations website. And now I'll turn the call over to Vince Sadusky.

Thank you, Jim. We are excited to have you all join us this morning. By now you've seen the news that IGT intends to spin off its global Gaming and PlayDigital businesses and merge them with Everi's existing operations. The combination of 2 robust gaming platforms with complementary capabilities and geographic footprint, creates a comprehensive global gaming and FinTech enterprise that is stronger and more valuable together. Joining me here today from IGT are Max Chiara, our Chief Financial Officer; Fabio Celadon, Executive Vice President of Strategy and Corporate Development. From Everi, we have Randy Taylor, President and CEO; and Mark Labay, Chief Financial Officer. Well, last summer, IGT's Board of Directors began an evaluation of potential strategic alternatives for our Global Gaming and PlayDigital businesses. The goal was to unlock the full value of IGT's portfolio of market-leading assets. The transaction announced today is a key milestone in that process. The separation of Lottery from Global Gaming and PlayDigital and the merging of Global Gaming and PlayDigital with Everi create 2 best-in-class global pure-play companies. IGT shareholders will retain 100% ownership of a Global Lottery Pure Play while participating in the upside from a faster-growing gaming, digital and FinTech business. We believe the creation of 2 more focused companies each with topnotch teams and simplified business models, better positions each company to service its customers and create significant value for stakeholders. It allows for more focused operating and capital allocation strategies, capital structures that are optimized for different business models and increased flexibility to pursue organic and inorganic growth strategies. It also provides the opportunity for investors to better appreciate the intrinsic value of each stand-alone business. I'll let Randy expand a bit on the transaction itself.

Thank you, Vince. I'm excited to join Vince on this call this morning and provide more information about the planned merger of Everi and IGT's Global Gaming and PlayDigital businesses. Transactions announced today include the separation of IGT's Lottery business from the Gaming, Digital and Sports Betting businesses, which will be spun out into a new company and merged into Everi Holdings. Once the transaction closes, Everi Holdings will rebrand and rename the company, International Game Technology Inc. Everi will continue to trade on the New York Stock Exchange, but transition to a new ticker IGT. Under the terms of the expected merger, current IGT shareholders will receive 103.4 million shares of Everi and the remaining Lottery business will receive an approximate $2.6 billion cash distribution, the new and refinanced debt of the merged company. Post closing of this proposed merger, current IGT shareholders will hold approximately 54% of the total shares outstanding and current Everi shareholders will hold approximately 46%. This transaction has an implied enterprise value of approximately $6 billion for the merged company. We expect estimated P&L annualized run rate synergies of $75 million and an additional $10 million of CapEx savings that combined the company can achieve by the end of the third year post closing. As part of this expected merger, the combined company plans to raise $3.7 billion in debt to pay off existing Everi debt and to pay an estimated $2.6 billion to the remaining IGT Global Lottery business. Pro forma net leverage at closing for the merged company is expected to be moderate at a range of 3.2x to 3.4x pro forma expected 2024 adjusted EBITDA. The IGT Global Lottery business will receive an estimated $2.2 billion in net distribution and we'll use these proceeds to repay debt and for general corporate purposes. Vince will now provide an overview of leadership and governance and key approvals and conditions necessary for completion of the transaction.

In terms of leadership and governance, after closing, Mike Rumbolz will become Chairman of the combined business, and Randy will remain on the Board of Directors. I will become the company's CEO; Fabio Celadon will be CFO; and Mark Labay will assume the role of Chief Integration Officer. We will be supported by an incredibly talented team across both organizations. At IGT PLC, both Marco Sala and Max Chiara will continue in their existing roles as Executive Chair and Chief Financial Officer, respectively. Renato Ascoli will serve as CEO of the Global Lottery business, and I will continue to lead IGT PLC as CEO until the closing of the transaction. In the meantime, IGT PLC's Board will conduct a surge for its next CEO. All voting members of the IGT PLC and Everi Boards have unanimously approved the transaction, which is subject to regulatory approvals and approvals by both IGT and Everi shareholders. De Agostini has agreed to vote in favor of the transaction, which is expected to close in late 2024 or early 2025. Now let's focus on the exciting elements of this transformational merger. The combination creates a comprehensive B2B product portfolio that is a one-stop shop for customers' land-based gaming, high gaming, sports betting and FinTech needs. The business has an attractive recurring revenue model with recurring revenue streams from gaming operations, iGaming and FinTech solutions representing over 60% of pro forma revenue. The growth outlook for the combined entity is compelling. We expect revenue to grow at a mid-single-digit compound annual rate through 2026 with adjusted EBITDA increasing at an even stronger high single-digit rate. That's through a mix of organic top line growth for the existing businesses, enhanced by significant synergies. We expect to manage the business with a strong balance sheet and conservative leverage profile. Improved cash flow should allow for investments in both organic and inorganic growth, significant debt repayment and share buybacks. We have an amazing group of employees at both companies today, so the company will have a best-in-class team with long-standing industry knowledge, relationships and a proven track record in B2B gaming and FinTech. Combination of IGT's Global Gaming and PlayDigital with Everi's Games and FinTech businesses will increase the scope of our capabilities, creating a combined entity with a more diverse portfolio of products and services with strong recurring revenues. This slide provides a snapshot of the pro forma combined entity as well as the buildup of both the stand-alone IGT Global Gaming and PlayDigital and Everi for the last 12 months as of September 30, 2023. By combining the 2 companies together, revenues would have been $2.6 billion. The pro forma installed base would be approximately 70,000 units with approximately 35% of these units being higher-performing premium units and game sales of over 41,000 game units. The combination of the 2 businesses is expected to provide a more diverse and balanced revenue base globally with gaming operations contributing approximately 41%, gaming sales approximately 35%, FinTech approximately 14% and digital approximately 10% of revenues. Complementary capabilities create an integrated omnichannel one-stop shop, addressing all aspects of the gaming ecosystem. There is significant opportunity to leverage our respective customer relationships to cross-sell the portfolio and support that with a superior customer service proposition. Together, we have the ability to generate touch points across the entire player journey, whether that's on the casino floor or on the go in a digital format. The combined studio network ensures significant ongoing R&D capabilities to develop top content across categories. With over 25 dedicated studios around the world, the combined company is positioned to enhance game development capacity. That will support continued investment in the momentum of our most popular land-based digital franchises such as Wheel of Fortune, Cleopatra and Cash Machine, in addition to unique offerings like omnichannel jackpot games. We will also be able to allocate a larger R&D budget to support key strategic initiatives like the development of premium and multilevel progressive games while maintaining our popular Class II and stepper offerings. I want to spend a few moments providing a brief overview of Everi's FinTech Solutions business. Everi provides a comprehensive suite of financial access, ThreadTech, player loyalty and mobile solutions to casino operators that improve efficiencies for our customers' operations and amplifies the experience for their patrons. In 2023, we processed nearly 147 million financial access transactions driving close to $47 billion to casino floors. Our financial access products include stand-alone and self-service kiosks that allow patrons to access cash as well as cashless solutions where patrons can fund a digital wallet directly or purchase TITO tickets. Our loyalty products enable patrons to directly enroll in the casinos Players Club or manage their existing Players Club account directly through self-service kiosks that we sell and service for our customers. Additionally, casino operators can utilize our loyalty platform to create and manage promotions to increase engagement with their patients. Our RegTech products include software solutions that enable casino operators to manage their regulatory compliance requirements required for anti-money laundering programs as well as certain tax compliance requirements. One of the more exciting opportunities, the combination is the potential to integrate Everi's FinTech business with IGT systems. By combining FinTech with IGT systems business, which includes casino operating systems, cash management systems, cashless solutions and other proprietary technology, we can seamlessly conduct the patron with our casino customers reducing friction and creating a better patron experience. We believe our combined products and services will provide superior customer support. One example of this is with our digital wallet, where today, the Everi wall connects to a game, either by connecting directly to a casino operating system or through a third-party connection. Our complementary combined offering should create a best-in-class wallet solution for casino operators and improve the patron experience, which will ultimately increase the adoption of cashless wall solutions. We plan to improve the operability of features and functions and drive more innovation that broadens the ecosystem of product and service offerings for customers and their patrons. Additionally, there's an opportunity to leverage IGT's existing global reach to more rapidly expand Everi's FinTech products and services into new international markets. One of the more compelling aspects of bringing these companies together is the significant synergies that enhance the revenue and profit growth potential of the business. Pro forma 2024 revenue is projected at $2.7 billion and we expect to deliver mid-single-digit compound annual growth rate through 2026. That's before any revenue synergies such as distributing Everi game content into IGT's existing VLT, international and digital networks and its FinTech solutions in international and distributed gaming markets. Similarly, there is an opportunity to expand IGT's content into Everi's Class II network. And we believe our best-in-class digital and cashless solutions will provide the most compelling product offer for existing and new casino customers. The profit outlook is equally compelling. Pro forma adjusted EBITDA is projected for each approximately $1 billion in 2024. We expect it to grow at a high single-digit compound annual rate through 2026, including $75 million of identified cost savings in 3 main areas. The biggest opportunity is with supply chain and input cost optimization that comes with greater purchase volume. Other areas include streamlined operations and the consolidation of the existing real estate footprint. P&L improvement in addition to CapEx efficiencies with the installed base are expected to drive higher conversion of adjusted EBITDA to cash flow from the pro forma mid-50s level to approximately 70% over the next 3 to 5 years. This should generate over $800 million in pro forma adjusted cash flow in 2026. The modest leverage profile and high cash flow generation allows for a balanced capital allocation strategy that includes investment in both organic and inorganic growth, significant debt repayment and share buybacks. The conclusion of the strategic evaluation and transaction is clearly the news of the day, but I'd like to spend a few minutes on the post transaction profile of IGT's remaining Global Lottery business. Upon the successful completion of the transaction, IGT's remaining operations will be comprised of its current Global Lottery business and corporate support functions. That establishes the company as a premier Pure-Play Lottery business with a diversified contract mix, broad global reach and leading positions in important markets. The Lottery business will have an attractive financial profile, including an enhanced capital structure with low pro forma net debt leverage of approximately 2.5x shortly following the closing of the transaction. We will have more time to expand on our Lottery business when IGT reports earnings on March 12. As noted earlier, the transaction needs to clear regulatory approvals and shareholder votes. We currently expect it to close in the late 2024 or early 2025. Before we open the call to your questions, there are clearly many compelling benefits to bringing these businesses together. We strongly believe it has the potential to create the most long-term value for both IGT and Everi shareholders to the organic growth outlook, synergies and the potential rerating of the business due to the increased scale and diversification, the combination offers. Now we'll open the call for your questions.

[Operator Instructions] Our first question will come from the line of Barry Jonas with Truist Securities.

Congrats on this transformative announcement. I wanted to start and see if maybe you could give some background on how the deal came together and why you both think this was the best move for each company?

Yes. I'll start off from the IGT perspective, as you know, we've had 2 years now really of record results for the company, and yet we continue to trade at an inferior multiple by any measure. Cash return yield, shorthand multiple, et cetera, to both our Lottery peers and our Gaming peers. And so maybe even clearer that we really needed to do something strategically. We've been talking about this for quite some time as a Board. We're really methodical about it. We made the announcement all the way back at the beginning of the summer, and we feel like we really left no stone unturned in terms of the conversations we've had with counterparties and thinking about all the various alternatives along with our advisers that is how to best generate real value for our shareholders going forward. It was pretty clear the separation of the businesses for all the reasons I mentioned here, and we've chatted about in the past, was really key to unlocking value and having these 2 companies -- these 2 separate businesses within the same company, be disaggregated and go along their own pathway from the opportunity to generate incremental focus in each individual business as well as capital policies. This journey led us to the conviction that our gaming business has significant growth opportunity going forward, and it would take a significant offer in a sales scenario to convince us, the Board and Management, that we should realize again and be done with this business. The separation is really enhanced by combining with another entity. And when we had our conversations with Randy and Mike and the Everi team, it became really clear to us that this is absolutely the best alternative. We don't feel like there's a lot of any leakage in terms of negative synergies or divestitures that are necessary. We are in amazingly complementary product lines, given their strength in FinTech, we're not in FinTech. We're in [indiscernible] systems. We're both pursuing cashless, but with different industry-leading competencies. Their strength in Class II is really as of late the last couple of years in the MLP premium space, and historical strength in the web space. Our international footprint, Everi's good game titles being desirous of expanding into international markets, but it's an expensive endeavor to undertake without having significant scale. I can go on and on and on, but it really -- we really ultimately decided this was the best alternative. So separation made a lot of sense, and separating with a great partner like Everi with these complementary strengths really, really was the best alternative and not even close to anything else that we had pursued or worked on.

Look, I don't think there's a lot to add. There, I think, Vince covered all the things that I would have covered. I just think that the management teams have worked very well together and trying to understand how complementary we are with each other. I think Vince hit on the areas we talked about FinTech, we think can really enhance the systems business. We think it will actually allow us to get outside of the U.S. faster clearly, for us to get global, that was going to be a big endeavor, and that's a big cost. So we look at this as just a great opportunity for our shareholders to see how this combined company can really improve the overall shareholder value. So it's been a great process.

Great. And then just as a follow-up. Vince, you talked about taking minimal negative synergies, I think historically in this space, negative synergies have been somewhat a factor in M&A. So maybe just honing in a little bit more on that. And I guess, specifically, you've been working on separating Lottery and Gaming for a while. Is there any negative aspects there? And are there ways to manage that from a relationship or a contractual perspective?

Yes. No, I would agree with you. We look back in the industry and you've had equipment supplier, acquired equipment supplier and kind of 1 or 2 entities, in particular, historically, we're aggressive in that area. And I think if you look back on it, you find that there was pretty aggressive cost cutting and ultimately, a lot of the historical titles once they became older, there was a reduction in the overall R&D and a streamlining of the hardware. So you pass forward and you look back and ultimately, the combination didn't yield that classic kind of marketing thing [indiscernible]. In this particular case, when you look at where the significant revenue streams lie for each one of these companies, they're very different. In fact, where we overlap in areas like mechanical stepper, and Class III games is very, very small. It's a very small percentage of the overall business. And even in those particular categories, we expand our IP library significantly. And I think over time, the opportunity to streamline hardware, for sure is something that will drive a lot of the benefit. But clearly, increasing that IP library and also having this very significant network of international studios, I think, positions the company really well for continuing its growth journey and being very competitive in this space. And ultimately, that's what it's all about. I think it's all about the opportunity to continue to develop world-class leading games. And the way you increase your chances is to have this very strong studio network as well as really terrific, great IP library. There's a lot of learnings that have got into the investment in R&D over the years to develop successful games and also determine what's not successful as well as this international footprint capability. That international growth opportunity is something that IGT has, I think, a very bright future going forward. We've competed very, very well in North America in the last several years. And I think the international space is one where we deserve a much greater share. And I think the combination makes us stronger to be able to really exploit those titles that have been created in North America for Everi into adjacent markets. So I think that's pretty neat. And then also, [indiscernible] it today, but the combination of systems and FinTech that Randy touched upon as well as the future of cashless, there's really no complete cashless solution out there. Everyone is kind of delivering a half low -- we feel very strongly about our IP. Everi is very strong with their IP. I think that combination, coupled with the FinTech infrastructure that they've built, which is unprecedented in North America, is really exciting about to offer clearly the best-in-class product. And then also when you look at the portfolio of offering. I think as businesses and industries evolve, the larger players want to deal with other large players. It's just more efficient. And there's pricing efficiencies. There's a combination -- there's creative combinations that can be offered in terms of commercialization. And I think having this portfolio that covers really [indiscernible] in the casino. And I think that one slide that kind of shows all the different customer touch points. This makes us more valuable, especially to the larger casino customers around the world.

Your next question comes from the line of Jeffrey Stantial with Stifel.

Congrats on the announcement. Starting off, Vince, Randy, in the prepared remarks, you walked through a mid-single-digit organic growth for a 3-year CAGR before any sort of top line synergies between the 2 companies. Can you just unpack this a bit more? I guess where do you see the most growth coming from? And have you baked in any assumptions in that figure on market share gains across any of your kind of core product verticals?

Yes. Good question. I mean really, the mid-single-digit growth on the top line is the combination of our individual business plans. So really, no assumptions made around the synergy opportunity on the top line. As we get into it, we've done some preliminary work, and we really do think there is opportunity, as we mentioned, not only to exploit some of Everi's titles internationally, but also Everi's very strong in a Class II environment and IGT has not been that strong in Class II despite having a pretty terrific historical IP lottery and game titles. So we think there's some real opportunities there as well as the good work that our teams will do together in making our systems business really the best in the world. So I think those -- that growth profile is based upon what we believe we will achieve. And that's a combination of growth in the market as well as, I think, pretty modest, but continuing to grow share.

Yes. I would just say that we both looked at it in a realistic manner and didn't really bake in a lot of revenue synergies. But I think we think there are a lot of opportunities out there. So I think the way we've built the model and how we're looking at the growth right now is really moderate, and I think there's upside.

Yes. To me, this is one of these combinations that it's very straightforward. It's simple math. And I think that should give us all confidence that there is great opportunity for cash flow growth because we've really built it based upon the very specific identification of cost synergies and without the promise or need to drive revenue synergies. But we do feel very strongly that we have the opportunity for revenue synergies as well.

Okay. Great. And then for my follow-up, I think you talked about this a little bit in the prepared remarks, Vince, but based on the lack of overlap here, no required divestitures are expected. But maybe looking at that a little bit differently, I mean, you are going to be posting arguably the most diverse portfolio out there following the merger. With that in mind, do you think there's any assets in this portfolio that you might look to or be willing to monetize for the right price that maybe appear a bit more non-core under the pro forma strategy?

No, we don't. We are -- as you know, IGT has been engaged in divestitures over the years out of its PLC, primarily on the Lottery side. But right now, it's got a gaming portfolio that it feels is really complementary from our iCasino offering to our sports betting offering right on down for each one of our product lines. And I would say -- yes.

Same thing for Everi FinTech. I just -- I don't think that we look at any of this -- any of our products or services as something that at this point in time, we'd be looking to do anything with. We know there's regulatory approvals that we have to go through, but we feel pretty confident where we sit right now.

Yes. This is a competitive industry, so we feel like there's plenty of [indiscernible] with the combination.

Your next question comes from the line of Chad Beynon with Macquarie.

Congrats on the announcement. First, I just wanted to ask about the leverage. I know that's in the release, just in terms of what the pro forma leverage will be. It's obviously an interesting time with potential rate cuts. How are you thinking about kind of the medium-term leverage of this new company, the potential free cash flow, if it could pay a dividend? Just kind of how the capital allocation mantra will come out of this deal.

Yes. So I think I'll start it and then Fabio or Max can kind of add on to this. One of the things that we both agreed on early on was it will be really important to ensure that a leverage profile out of the gate was reasonable. So take kind of a worst-case scenario based off of our combined cash flow without any liberties with synergies and let's back into what the right capital structure is. And that really will be important and have the flexibility to continue to invest in the business and to be able to do shareholder-friendly things to keep investors excited with our capital policy as well as the operations -- the cash flow generated from the operations of the business. We have mentioned what we believe that the leverage profile could be at closing, and that's simply just based upon the view of our individual businesses operating throughout 2024 until the closing. And then going forward, and we've got our financing package in place, of course. And going forward, the opportunity to reduce interest as well as reducing our principal, we think has real potential to really further enhance our returns.

So let me start from a RemainCo perspective, from a PLC. This is Max Chiara speaking. From a PLC-RemainCo perspective, so we are in the early innings of the separation work. But again, when you think about our net debt at the end of September, $5.3 billion, you'll consider the cash that will be made available through the separation and the combination back to the IGT PLC, which is a net $2.2 billion figure, you can -- we expect the resulting net leverage position shortly after closing for RemainCo to be around 2.5x. You may remember, this was our low end of the range in our long-term target, so that would allow us to really tick the box on one of the most important targets that we announced back in 2021 when we had our Investor Day. And again, I would like to conclude this answer with a consideration about the importance of having, for IGT RemainCo, having a low leverage is maintaining a strong financial position and low leverage profile would provide maximum opportunity to pursue any and all compelling growth opportunities that might materialize in the future. Most importantly, we have some large contracts that are coming up for renewal as well as we recently renewed and extended existing contracts. So we have been talking about our CapEx cycle for some time, and that is going to come up. And so having a low leverage at the start of the cycle is a very good thing.

That was actually going to be my next question. My follow-up, maybe just kind of thinking about nongaming opportunities. Recently, Everi has expanded with their Venuetize acquisition into let's call it, nongaming payments businesses. And I think the TAM and the growth opportunity, investors found that to be strong. Are there other maybe nongaming kind of nontraditional synergistic opportunities that could come out of this? Or should we expect for the combined company to really focus on the traditional pieces of gaming land based and digital?

Yes. I think to be honest with you, that's a smaller part of the universe of opportunities that we've looked at just given the time constraints of getting to this combination. And we will get into, of course, our planning activities post closing. So I don't want to make too strong of a statement about our strategic objectives going forward on a combined basis. I'll just say that in the B2B gaming space, we feel as if there can be a handful of industry leaders that are creating great games, that are enjoying really the resurgence in slot play around the world post COVID and then also enjoying the expansion of iCasinos that will certainly take place -- continue to take place throughout the world and over the next several years in North America, in particular. And there's really only a few players that can honestly offer omnichannel jackpot play, and we are one of those. So now with more titles and more geographies, it's our goal to lead in this space. And this is something that's becoming, I think, more and more important to operators to have seamless transition between digital and land-based gaming. And then the -- if you can be an expert in the ancillary services that also are very helpful to casino customers, we think that is a significant enhancement. And in North America, Everi has certainly done that. And the thing that's really great about Everi in addition to their long-standing leadership position in fintech is their entrepreneurial perspective and I think their willingness to reach out into adjacencies, make some small bets and see what the opportunity is there. And I think that's pretty neat. And personally, I'm interested in exploring that more. But I think the industrial logic of the large cash flow generation capability from this combination is pretty clear in the B2B space.

And I would just add, look, when we looked at Venuetize, it still is really entertainment based. And so I think it fits well. I think given the size of the company going forward, look, I think there will be opportunities to be looked at. But I agree with Vince. I think there's just a lot of opportunity in the current gaming space that we're at, and I think Venuetize and products like that will just be things that we'll add on the kind of on the outskirts.

Your next question comes from the line of George Sutton with Craig-Hallum Capital.