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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR | response..2.50 |
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For Period Ended: December 31, 2002 +------------------+
------------------------ | SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| |
For the Transition Period Ended: ________________________ +------------------+
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
MIKOHN GAMING CORPORATION
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Full Name of Registrant
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Former Name if Applicable
920 PILOT RD
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Address of Principal Executive Office (Street and Number)
LAS VEGAS, NV 89119
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should
be completed. (Check box if appropriate)
[a] |(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|(b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[b] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
|(c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company's Annual Report on Form 10-K for the year ended December 31, 2002,
cannot be filed within the prescribed time period as a result of possible
additional audit procedures related to the unavailability of its predecessor
audit firm, Arthur Andersen LLP ("Andersen"), to audit discontinued operations
losses for the years ended December 31, 2001 and 2000.
Under applicable accounting and Security and Exchange Commission ("SEC") rules,
financial statements included within a 10-K filing must include or incorporate
by reference previously audited financial statements for all periods presented.
As previously announced, Mikohn Gaming sold its exterior sign business unit in
October 2002. Although this business unit was not a significant subsidiary
within the meaning of applicable SEC rules, the rule requiring that the sold
business unit be reclassified as discontinued in the audited consolidated
financial statements still applies. As a result of the previously announced
change in Mikohn's auditors from Andersen to BDO Seidman LLP in April 2002, the
work to re-audit the reclassifications within the required consolidated
financial statements of 2001 and 2000 will cause a delay in filing the
Company's 10-K. Mikohn does not expect the re-audited consolidated financial
statements to result in any material changes from previously filed financial
statements.
The Company will file Form 10-K as soon as reasonably practicable but in no
event later than April 15, 2003.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John M. Garner 702 896 - 3890
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period thatthe registrant was required to file such report(s) been filed?
If answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Attached as Exhibit A is the Consolidated Statements of Operations for the
periods ended December 31, 2002 and 2001. In explanation of the change,
attached is a copy of the Press Release dated March 13, 2003, which discusses
the Company's losses.
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MIKOHN GAMING CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 4/1/03 By John M. Garner
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
+----------------------------------ATTENTION----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
+-----------------------------------------------------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
SEC 1344 (2-99)
Exhibit A
MIKOHN
NEWS FROM: CONTACT: John M. Garner,
Chief Financial Officer
Mikohn Gaming
702-896-3890
MIKOHN GAMING CORPORATION (NASDAQ: MIKN)
MIKOHN GAMING ANNOUNCES FOURTH QUARTER AND FULL YEAR 2002
FINANCIAL RESULTS
PRE TAX INCOME FROM CONTINUING OPERATIONS OF $0.02
PER SHARE FOR QUARTER ENDED DECEMBER 31, 2002
LAS VEGAS, NV, MARCH 13, 2003 - Mikohn Gaming Corporation (NASDAQ: MIKN)
today reported financial results for the fourth quarter and fiscal year
ended December 31, 2002. The Company reported earnings from continuing
operations before income taxes for the fourth quarter ended December 31,
2002 of $0.2 million, or $0.02 per share, compared to a loss from
continuing operations before income taxes for the fourth quarter ended
December 31, 2001 of $7.7 million, or $0.60 per share. Revenues for the
quarters ended December 31, 2002 and 2001 were $27.1 million and $27.9
million, respectively. Revenues from gaming operations were $10.6
million in the fourth quarter of 2002 compared to $11.2 million in the
fourth quarter of 2001. Revenues from product sales were $16.5 million
in the fourth quarter of 2002 compared to $16.8 million in the fourth
quarter of 2001.
During the quarter ended December 31, 2002, the Company averaged
approximately 2,380 branded machines in casinos, which earned
approximately $25 per day after royalties. Non-branded machines in
casinos averaged approximately 385 during the fourth quarter of 2002 and
earned approximately $22 per day. Leased games in casinos for which the
Company does not provide game hardware averaged approximately 265 during
the fourth quarter 2002 and earned approximately $10 per day net of
expenses. At December 31, 2002, the number of branded, non-branded and
licensed games in casinos totaled 2,380, 394 and 332, respectively. The
average number of table games in casinos during the quarter ended
December 31, 2002 was 1,065. As of December 31, 2002 the number of table
games in casinos totaled 1,067.
After giving effect to losses from discontinued operations and income
taxes, the Company reported net income of $0.1 million ($0.01 per share)
for the quarter ended December 31, 2002 compared to a net loss of $10.2
million ($0.80 per share) for the quarter ended December 31, 2001.
Earnings before interest, taxes, depreciation, amortization and slot rent
expense (EBITDAR) for the quarter ended December 31, 2002 was $8.1
million, compared to $0.9 million for the quarter ended December 31,
2001. The Company discloses EBITDAR as we believe it is a useful
supplement to operating income, net income/loss, cash flow and other
generally accepted accounting principles measurements; however, we
acknowledge this information should not be considered an alternative to
net income/loss or any other generally accepted accounting principles
(GAAP) measurements including cash flow statements or liquidity measures.
EBITDAR may not be comparable to similarly titled measures reported by
other companies. We disclose EBITDAR as it is a common metric utilized
and because EBITDA (exclusive of slot rent expense) is a metric used as a
significant covenant in our line of credit facility.
Revenues for the years ended December 31, 2002 and 2001 were $102.6
million and $98.2 million, respectively. Revenues from gaming
operations were $43.8 million in the year ended December 31, 2002
compared to $44.8 million in the year ended December 31, 2001. Revenues
from product sales were $58.7 million in 2002 compared to $53.4 million
in 2001.
For the year ended December 31, 2002, the Company reported a net loss of
$37.9 million, or $2.95 per share, compared with a net loss of $9.7
million, or $0.83 per share, for the year ended December 31, 2001.
Included in the 2001 net loss was a charge of $3.1 million for the early
retirement of debt and $9.7 million of charges for asset write-offs,
discontinued operations, and other valuation and impairment charges.
Included in the 2002 net loss were $28.0 million in charges ($27.8
million related to the Company's restructuring initiatives in August
2002) consisting of:
$5.6 million related to corporate restructuring, primarily related
to the reduction in work force and long-term lease commitments;
$6.3 million related to impairment of long-term assets;
$3.0 million related to discontinued operations losses;
$4.0 million related to obsolete or slow moving inventory;
$4.3 million related to bad debt provisions; and
$4.8 million related to former executive officer severance
agreements
During the year ended December 31, 2002, the Company averaged
approximately 2,530, 410 and 200 branded, non-branded and licensed games
in casinos, respectively, and the games earned approximately $26, $18
and $8 per day, respectively. The number of table games in casinos
during the year ended December 31, 2002 averaged approximately 1,090.
Commenting on the financial results for the fourth quarter, John Garner,
CFO, stated, "Our restructuring initiatives and cost reduction
strategies implemented in the third quarter were the impetus for our
improved fourth quarter results and will continue to benefit us in the
future. We are pleased with our cash position of approximately $16.3
million at December 31, 2002. We expect to see benefits from our slot
machine and table game service outsourcing agreement with Aristocrat in
the second half of 2003, and anticipate additional cost savings on a
full-year basis of approximately $2 million."
Russ McMeekin, the Company's President and Chief Executive Officer,
commented, "The last half of 2002 was both exciting and rewarding for
Mikohn. Our revised business model, which emphasizes leveraging our
unique intellectual property, has set the stage for continued operational
and financial improvements. Our recently announced strategic alliances
with a number of industry leaders provide us with exciting growth
opportunities in our slot business. Rather than expending our valuable
financial and technical resources on the procurement, maintenance and
handling of slot machines, we are now able to focus our efforts and
talent on exciting new game content."
"Our Systems business achieved strong growth in 2002, recording record
revenues of $4.1 million in the fourth quarter as compared to $3.1
million in the corresponding quarter of 2001. For the full year, revenues
increased to $9.4 million, as compared to $7.0 million in fiscal year
2001. As we have previously stated, in those jurisdictions where
transaction recording is mandatory, such as many European countries and
most of the provinces of Canada, our CasinoLink(r) product has become the
prominent systems solution."
"Our interior sign and electronics business remains solid. We continue
to be a significant supplier to the industry and anticipate that business
levels in 2003 will be similar to this past year."
He concluded; "Our fourth quarter results confirm the benefits of the
restructuring initiatives undertaken late in the year. Much has been
achieved in a short time. Our game pipeline is solid. The Mississippi
Gaming Lab has granted Mikohn approval to place our Yahtzee(r) slot game
throughout that state. We will shortly be able to offer a ticket-
in/ticket-out solution to our customers, and we are in the early stages
of the development of a wide-area progressive system with Bally Gaming
and Systems. We are on track to submit our initial game on the
Aristocrat platform to the regulators and anticipate approval in April.
This will form the basis for incremental game placements in the second
quarter of this year. Our strategic alliances with Aristocrat
Technologies Inc., Sierra Design Group, MultiMedia, Cyberview
Technologies, International Game Technology and Bally Gaming and Systems
set the stage for a much improved Mikohn in 2003 and onwards."
# # #
YAHTZEE is a registered trademark of Hasbro, Inc. and is used with
permission. (c) 2003 Hasbro, Inc. All rights reserved.
About Mikohn: Mikohn is a diversified supplier to the casino gaming
industry worldwide, specializing in the development of innovative
products with recurring revenue potential. The company develops and
markets an expanding array of slot games, table games and advanced
player tracking and accounting systems for slot machines and table
games. The company is also a leader in exciting visual displays and
progressive jackpot technology for casinos worldwide. For further
information, visit the company's website: http://www.mikohn.com.
Safe Harbor Statement: Except for historical information, statements in
this release regarding the business outlook for Mikohn Gaming
Corporation (the Company) are forward- looking statements made in
reliance upon the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. As such, they are subject to certain
risks and uncertainties, including the overall industry environment,
customer acceptance of the Company's new products, delay in the
introduction of new products, the further approvals of regulatory
authorities, adverse court rulings, production and/or quality control
problems, the denial, suspension or revocation of privileged operating
licenses by governmental authorities, competitive pressures and general
economic conditions as well as the Company's, debt service obligations
and other factors indicated from time to time in the Company's filings
with the Securities and Exchange Commission. These statements reflect
the Company's current expectations regarding its future prospects and
are subject to change at any time. The Company undertakes no obligation
to update or revise such statements to reflect new circumstances or
unanticipated events as they occur.
MIKOHN GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands
except per share amounts)
Three Months Ended Twelve Months Ended
December 31, December 31,
2002 2001 2002 2001
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Revenues:
Gaming operations $ 10,559 $ 11,166 $ 43,859 $ 44,805
Product sales 16,554 16,772 58,729 53,356
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Total revenues 27,113 27,938 102,588 98,161
Operating costs and expenses:
Gaming operations 7,884 9,473 35,965 29,144
Product sales 12,203 15,876 56,176 48,474
Corporate expense 3,124 4,372 12,914 12,860
Restructuring expense - - 5,618 -
Severance expense - - 4,774 -
Impairment loss and
write-off of assets - 1,656 6,261 1,656
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Total operating costs and
expenses 23,211 31,377 121,708 92,134
Operating income (loss):
Gaming operations 2,675 1,694 7,894 15,661
Product sales 4,351 895 2,553 4,882
Corporate expense (3,124) (4,372) (12,914) (12,860)
Restructuring expense - - (5,618) -
Severance expense - - (4,774) -
Impairment loss and
write-off of assets - (1,656) (6,261) (1,656)
------- ------- ------- -------
Total operating income (loss) 3,902 (3,439) (19,120) 6,027
Interest expense (3,899) (3,977) (15,689) (11,720)
Loss on early retirement
of debt - - - (3,135)
Other income (expense) 223 (267) 375 1,620
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Income (loss) from continuing
operations before income
tax provision 226 (7,683) (34,434) (7,208)
Income tax provision (54) (842) (1,480) (847)
------- ------- ------- -------
Income (loss) from
continuing operations 172 (8,525) (35,914) (8,055)
Loss from discontinued
operations, net of taxes (93) (1,636) (1,989) (1,645)
------- ------- ------- -------
Net income (loss) $ 79 $(10,161) $(37,903) $ (9,700)
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Weighted average common shares:
Basic 12,920 12,721 12,843 11,750
Diluted 12,920 12,721 12,843 11,750
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Basic and diluted earnings
(loss) per share:
Income (loss) from
continuing operations $ 0.01 $ (0.67) $ (2.80) $ (0.69)
Loss from discontinued
operations (0.01) (0.13) (0.15) (0.14)
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Net income (loss) $ 0.01 $ (0.80) $ (2.95) $ (0.83)
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