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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934 for the fiscal year ended December 31, 1999 or
----- Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-22752
MIKOHN GAMING CORPORATION
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(Exact name of registrant as specified in its Charter)
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Nevada 88-0218876
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
1045 Palms Airport Dr., P. O. Box 98686, Las Vegas, NV 89119
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(Address of principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (702) 896-3890
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Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class: on which registered:
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None None
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $.10 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
filing requirement for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. X
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The number of shares of common stock outstanding as of March 13, 2000, was
10,891,515. The market value of the common stock held by nonaffiliates of the
Registrant as of March 13, 2000, was approximately $42,111,926. The market value
was computed by reference to the closing sales price of $7.125 per share of
common stock on the NASDAQ National Market System as of March 13, 2000.
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DOCUMENTS INCORPORATED BY REFERENCE:
Part III hereof incorporates by reference portions of the Proxy Statement
for the Annual Meeting of Stockholders to be held on May 9, 2000 (to be filed
with the Securities and Exchange Commission within 120 days after December 31,
1999).
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CAUTIONARY NOTICE
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This Annual Report of Mikohn Gaming Corporation on Form 10-K contains
forward-looking statements subject to the "safe harbor" legislation appearing at
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements expressing expectations
regarding the Company's future and projections relating to products, sales,
revenues and earnings are typical of such statements.
All forward-looking statements, although made in good faith, are subject to
the uncertainties inherent in predicting the future. Factors such as
competition, customer dissatisfaction, failure to gain new product acceptance,
the Company's operating history, its high leverage and accompanying debt service
obligations, onerous taxation and other adverse government action, unusual risks
attending foreign transactions and general deterioration in economic conditions
may cause results to differ materially from any that are projected. However,
management knows of no extraordinary risk associated with any projection
contained in this report.
Forward-looking statements speak only as of the date they are made. Readers
are warned that the Company undertakes no obligation to update or revise such
statements to reflect new circumstances or unanticipated events as they occur,
and are urged to review and consider disclosures made by the Company in this and
other reports that discuss factors germane to the Company's business. See
particularly the Company's reports on Forms 10-K, 10-Q and 8-K filed from time
to time with the Securities and Exchange Commission.
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MIKOHN GAMING CORPORATION
ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
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PART I
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Item 1. Business.............................................................................. 2
Item 2. Properties............................................................................ 23
Item 3. Legal Proceedings..................................................................... 24
Item 4. Submission of Matters to a Vote of Security Holders................................... 24
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder Matters.............. 25
Item 6. Selected Financial Data............................................................... 26
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................. 27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................ 38
Item 8. Consolidated Financial Statements and Supplementary Data.............................. 39
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................................. 72
PART III
Item 10. Directors and Executive Officers of the Registrant.................................... 72
Item 11. Executive Compensation................................................................ 72
Item 12. Security Ownership of Certain Beneficial Owners and Management........................ 72
Item 13. Certain Relationships and Related Transactions........................................ 72
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....................... 72
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PART l
Item 1. Business
Overview of the Company
Your company is a leading developer, manufacturer and distributor to the
gaming industry of (i) merchandising products for casino operators and gaming
machine manufacturers including interior and exterior signage, (ii) electronics
components used in progressive jackpot systems for gaming machines and in player
tracking and information control systems for gaming machines and table games and
(iii) proprietary table games and gaming machines. It has achieved leading
market positions with a number of its products, which are recognized as
innovative and technologically advanced.
In this report, you will see your company referred to as "Mikohn,"
"Company" and often simply as "we" or "our". These terms are used
interchangeably, and unless otherwise noted, they include domestic and foreign
subsidiaries, whether wholly or partially owned.
Our signage products are customized, highly sophisticated and characterized
by their extraordinary visual appeal, quality of construction and advanced
technology. The Company is the industry leader in interior casino signage, which
is often sold in combination with its progressive jackpot systems and provides
the casino operator and gaming machine manufacturer with unique merchandising
solutions for the gaming machine area of the casino.
The Company also is the principal original equipment manufacturer and
independent supplier of specialized electronic components used in progressive
jackpot systems to casino operators and the major gaming machine manufacturers.
The Company's product lines are complementary and provide the casino
operator with integrated, value-added solutions that can increase revenues and
reduce costs. Our products are found throughout the casino, both on the floor
and in the back office. For areas of the casino featuring gaming machines, the
Company (i) designs and manufactures customized interior signage as an extension
of the casino's interior thematic design, (ii) provides progressive jackpot and
bonusing systems that stimulate player wagering (in terms of the number of
participants, the wagering level and the duration of play) and increase casino
revenues and (iii) provides networks using proprietary software to link tables
and multiple gaming machines. Such networks facilitate, on a real-time basis,
player tracking and data collection, which promote patron loyalty and enhance
the cost effectiveness of casino marketing programs.
As part of its proprietary gaming machine business, the Company develops
and distributes several specialty gaming machines, including branded theme
games, coin-push games, oversized slot machines and customized touch-screen
multi-game and multi-coin video machines with second game bonus features. These
products provide casino operators with greater product variety and opportunities
for increased win.
In the table game area, the Company develops and distributes proprietary
versions of stud poker, draw poker, pai gow poker and blackjack that incorporate
networked progressive jackpot systems to create additional wagering
opportunities and stimulate play. We own exclusive rights to the TableLink(TM)
technology, a patented, state-of-the-art player tracking, accounting and
security system for blackjack and other table games.
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We believe that our principal business strengths include (i) our
demonstrated ability to supply the legal gaming industry with superior products,
(ii) our worldwide manufacturing, sales and service facilities, (iii) our long-
standing customer relationships, (iv) our reputation for experience, competence
and integrity, and (v) our knowledge of how to successfully conduct business in
the exceedingly complex regulatory environments of the numerous legal gaming
jurisdictions into which the industry is segmented. Amplifying our strengths is
the reality that any new competitor would face the formidable task of
substantially duplicating them in order to successfully challenge us in the
marketplace. The magnitude of this task in the regulatory area alone may be
measured by the amount of time, energy, information and commitment required of
applicants for licenses to conduct business with casinos and other gaming
operators in many disparate regulatory jurisdictions. Mikohn has applied for and
been granted 150 licenses or equivalent authorizations in gaming jurisdictions
around the world.
The Company conducts its operations directly and through subsidiaries that
are generally wholly owned. The Company's primary domestic subsidiaries are
Mikohn Nevada, Progressive Games, Inc. (PGI), MGC, Inc., Mikohn International,
Inc. and Casino Excitement, Inc. The Company's primary foreign subsidiaries are
Mikohn Europe, B.V., a Netherlands corporation, Mikohn Australasia Pty., Ltd.,
an Australian joint venture and Mikohn South America, S.A., a Peruvian
corporation. In November 1999, Mikohn sold 50% of Mikohn Australasia Pty., Ltd.
to TAB Limited. (See Note 1 - Organization of the Notes to Consolidated
Financial Statements).
The Company's headquarters and its principal executive offices are located
in Las Vegas, Nevada, where it maintains part of its production facilities.
Additional production facilities are located in Gulfport, Mississippi and
Hurricane, Utah and sales, service and/or support offices are located in Nevada,
Mississippi and eight additional states. To better serve international markets,
we maintain comprehensive production, sales and service facilities in the
Netherlands, Australia and Peru, and a sales office in Argentina. We employ over
800 people worldwide.
The address of the Company's headquarters office is 1045 Palms Airport
Drive, Las Vegas, Nevada 89119 and its telephone number is (702) 896-3890.
Overview of the Legal Gaming Industry
In recent years, the legal gaming industry has enjoyed extraordinary
growth, both domestically and internationally. The increase in gaming demand
results in part from the greater public acceptance of legal casino gaming.
Research conducted by Yankelovich Partners, Inc. found that 92% of U.S. adults
view casino gambling as an acceptable form of entertainment for themselves and
others. This acceptance is reflected in the number of domestic jurisdictions in
which casino gaming in some form is now permitted.
Many foreign jurisdictions have legalized or have expanded legal casino
gaming in recent years. Significant foreign gaming jurisdictions now include
Canada, Australia, New Zealand, France, the Netherlands, and various South
American, Asian and Eastern European nations.
The growth of legal gaming has resulted in a huge increase in the number of
gaming machines, among them a host of video poker and other games as well as
more traditional slot machines. Gaming machines are by far the most popular form
of gambling; at the major Nevada, New Jersey and Mississippi casinos they
account for approximately two-thirds of total gaming revenues. These gaming
machines, along with traditional casino table games such as blackjack, can be
more accurately controlled and accounted for with the help of Mikohn's
technologically innovative products
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and systems, and we believe we are well positioned to usefully and profitably
serve this expanding market. A large expansion of casino gaming is now occurring
in Detroit, Michigan and California. In Detroit, two of the city's three
authorized temporary casinos have opened. The third is set to open in mid 2000.
The more elaborate, permanent casinos are scheduled to open four years later.
Recently, the voters in California approved Proposition 1A, which allows casino
style gaming on Native American lands in that state.
Competitive Strengths
Management believes that the Company's competitive strengths include the
following:
Substantial Gaming Industry Presence and Strong Relationships with
Customers. The Company's products can be found in nearly every major domestic
casino and most major international casinos, including casinos operated by Boyd
Gaming, Crown Casino, Mandalay Bay Group, Harrah's, Park Place (formerly Grand
Casino, Hilton/Bally's and Caesars), Holland Casinos, MGM Grand, Mirage and
Station Casinos. Our products also are sold to major gaming machine
manufacturers including Alliance/Bally Gaming, Aristocrat, IGT, Sigma and WMS
Industries. Management believes that the Company's interior signage is preferred
by most developers of major new casino projects that employ extensive thematic
design and by gaming machine manufacturers to merchandise progressive jackpot
gaming machine networks. The Company's Caribbean Stud(R) poker game is the most
popular proprietary table game in the world. The Company's progressive jackpot
systems for gaming machines and table games are the most widely used in the
industry. The Company's proprietary player tracking software is among the most
technologically advanced and has gained acceptance in new international markets,
notably Canada, where there is need to network and monitor multiple remote sites
involving thousands of gaming machines.
Worldwide Distribution Capability/Diversified Revenue Base. The Company's
revenues are highly diversified by customer and geography. The Company's
products are distributed in more than 60 countries by the Company's own sales
force as well as by independent sales representatives.
Significant Recurring Revenue. Since 1993, the Company has emphasized the
development and expansion of its proprietary gaming machine and table game
products and its progressive jackpot, bonusing and player tracking systems, all
of which can be marketed through lease, license, structured participation and/or
ongoing maintenance arrangements and all of which generate recurring revenue.
Product Innovation and Technology Development. The Company focuses on
developing technology platforms that can be utilized with numerous new and
existing products. Progressive jackpot systems originally developed for
individual gaming machines have evolved into networks of multiple gaming
machines linked to common jackpots and, most recently, have been further
enhanced with bonusing features such as the Company's MoneyTime(TM) system which
increase the frequency of payouts among multiple players.
The Company's TableLink(TM) technology and progressive jackpot table game
platforms reflect the evolution and adaptation of technology for table games.
PGI's side-bet progressive jackpot technology was originally developed for stud
poker and more recently has been adapted for draw poker and blackjack, pai gow
poker and Monopoly(R) Poker(TM). TableLink(TM) currently runs on all game types.
Chip tracking and game tracking versions operate on blackjack and are in the
process of being adapted for use with other games such as roulette and baccarat.
The Company's SuperLink(TM) and CasinoLink(TM) systems provide multi-site gaming
machine monitoring, data collection, real-time player tracking, game management
and progressive slot system monitoring. These advanced
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systems have been installed in many large domestic and international gaming
venues that employ state-of-the-art information technology to manage thousands
of gaming machines at multiple locations.
Significant Patent and Trademark Protection. The Company has secured and
endeavors to secure exclusive rights in its proprietary games, electronics,
bonusing and control systems, and displays, primarily by obtaining U.S. and
foreign patents. The Company owns or holds exclusive rights to more than 60
issued patents and has more than 30 patent applications pending. In addition,
the Company maintains trademarks relating to more than 50 products.
Mikohn's U.S. patents and pending patent applications relate to, among
other things, our Flip-It(TM) coin-push gaming machines, Mystery Jackpot(TM)
system, MoneyTime(TM) system and jackpot features which may be incorporated into
new or existing table games. We also hold rights to patents and pending patent
applications for table monitoring systems relating to the TableLink(TM) system.
Our exclusive rights to patents and pending patent applications cover a
number of key products, including: (i) the method of playing Caribbean Stud(R);
(ii) methods of playing progressive blackjack; (iii) methods of jackpot table
gaming, including progressive jackpots; (iv) various types of apparatus used for
jackpot table gaming, including progressive jackpots; and (v) methods of playing
electronic poker with an optional side-bet for jackpots including progressive
jackpots.
We actively seek patent and trademark protection and vigorously enforce our
intellectual property rights. Management believes that the Company's protection
of its patents and trademarks and other intellectual property raises additional
barriers to entry for prospective competitors and results in higher marginal
revenues than could be earned from non-proprietary products.
Extensive Jurisdictional Approvals. Licensing or other regulatory approval
is required of the Company and its senior managers, directors, large
shareholders, gaming equipment components, proprietary gaming machines and table
games. The Company is licensed in 25 states, 90 Native American Indian tribes
and 17 foreign countries. In addition, the Company sells products in more than
45 additional foreign jurisdictions that do not require licensing approval.
Management believes that the time and cost necessary to obtain licensing and
product approvals in numerous jurisdictions present significant obstacles to
potential competitors.
Operations
The Company's worldwide operations are concentrated in three principal
business segments: (i) signs, (ii) gaming products and (iii) gaming operations.
Set forth below is a description of each of the Company's three principal
business segments. For financial results by the Company's business segments see
Note 20 - Segment Reporting of the Notes to Consolidated Financial Statements.
Signs:
Interior Casino Signage. Mikohn's product design, manufacturing capacity
and worldwide distribution make it the industry leader in interior casino
signage. The Company designs and manufactures interior signage and displays that
are marketed and sold either as stand-alone signs or in combination with
progressive jackpot systems.
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Interior casino signage differs in many respects from other forms of
signage. Casino signage typically features intricately detailed artwork, is
constructed in a wide variety of unusual shapes, is finished and detailed with
more expensive and delicate materials than other types of signage and often is
covered by an artistic finish such as polished aluminum or acrylic laminate.
Laser printers are used to make sign faces which are then painted or laminated,
and color laser printers are used to make finished sign faces. The electrical
components of the signs include fluorescent or incandescent backlighting and a
wide range of artistic lighting, including neon tubes, star-tubes and flashing
incandescent lighting.
Interior signage is used extensively in connection with the "theming" of
interiors and the differentiation and identification of facilities. Custom
processes enable us to conform signs to a casino's existing theme or to create
distinctive themes for particular areas in a casino. Sales and creative
personnel work closely with the customer in the development of the design plans.
State-of-the-art installations by Mikohn may be seen in recently opened mega-
casinos such as the Bellagio, Venetian, Paris and Mandalay Bay resorts in Las
Vegas, and are also found in numerous other casinos in both domestic and foreign
gaming jurisdictions.
The average construction period for an interior signage project is
approximately 6 to 8 weeks. The costs of interior signage projects vary widely,
but most fall within a range of $50,000 to $4.0 million. We typically require a
50% downpayment before commencing manufacturing, with an additional 25% due at
shipping and the balance due upon completion of the installation. While our
interior signage is increasingly being incorporated into large projects,
remodeling and small projects continue to stimulate demand.
Demand for interior signage has also been stimulated by the popularity and
growth of progressive jackpots throughout the gaming industry. These often
incorporate Mikohn interior signage into sophisticated merchandising programs.
Exterior Signage. Mikohn also designs, manufactures, installs and maintains
exterior signage. These projects can vary from themed directional signage to
multi-story, double-faced pylon signage such as the two exterior signs at the
Bellagio in Las Vegas. Mikohn targets the gaming industry for its exterior
lighting and signage products and has supplied signs or lighting systems to
major casinos in the U.S. and to a number of international customers.
Mikohn has successfully developed MikohnVision(R), a system that enables
users to produce spectacular displays on huge outdoor screens in up to 16.7
million colors. Mikohn has patents to protect various features unique to the
MikohnVision(R) system. MikohnVision(R) makes it possible to offer real-time
graphics, animation, text and video clips; to display photos, logos, video and
real-time images; and to create instant, spectacular animations and messages at
adjustable speeds.
The exterior signage business is much more competitive and therefore less
profitable than interior signage. The sales price of exterior signage varies
widely, although most contracts fall within a range of $200,000 to $2.0 million.
Typically, Mikohn receives payments during the course of design, manufacture and
installation.
On March 2, 2000, the Company signed a letter of intent to sell its
exterior signage business for $6.5 million, $5.0 million in cash and an
additional $1.5 million to be represented by the buyer's 10%, 5 year promissory
note. The cash proceeds will be used to pay down indebtedness. As the exterior
signage business is much more competitive than interior signage, we concluded
that we could more profitably direct the resources required by this business to
other endeavors. We will retain certain rights to use patents and proprietary
technology that we have developed in this business to
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the extent that we find these applicable to interior signage or any of our other
products.
Gaming Products:
Progressive Jackpot Systems. A progressive jackpot system monitors play on
one or more gaming machines and accumulates, in real-time, a predetermined
percentage of each coin bet to create a jackpot. This jackpot increases
continuously until won by a player. The system then can be reset automatically
to accumulate and present subsequent jackpots. Progressive jackpot systems can
serve a single machine or can be electronically linked with a number of gaming
machines to generate a collective jackpot. Progressive jackpot systems create
larger jackpots to contribute added excitement to the game and provide an
incentive for players to play the maximum number of coins. Management believes
progressive jackpots can increase the revenues from gaming machines by 15% to
30%.
Mikohn's progressive jackpot and bonusing systems typically are comprised
of three components: controllers, a color display of light emitting diodes
("LEDs") and accompanying software. The controllers draw data from the linked
gaming machines and continuously update the amount of the progressive jackpot
from a number of games. This information is flashed in real-time to the
electronic displays in and around carousels of participating machines,
accompanied by graphics, animation and sound effects. The software enables the
casino operator to program the controllers and displays and to set various game
options. The electronic displays capture and maintain a player's interest by
continuously showing on a real-time basis the current amounts of the progressive
jackpot and subsequently by celebrating when a jackpot is hit.
Although controllers, displays and software are all included in every
Mikohn progressive jackpot system, controllers and displays also are sold
separately to gaming machine manufacturers and casino operators. The software
used to program the displays and controllers and monitor the systems and machine
usage is proprietary, thereby inhibiting the operator from substituting
components made by other manufacturers. Mikohn's progressive jackpot systems can
be connected into multi-site progressive links among a number of casinos. The
operator of the gaming machine, not Mikohn, is responsible for payouts of all
jackpots.
Controllers. Mikohn's proprietary controllers are designed to be compatible
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with the gaming equipment made by the major gaming machine manufacturers,
including Aristocrat, Atronic, Alliance/Bally Gaming, Novomatic Industries
("Novomatic"), Sigma, Universal de Desarrollos Electroonicos, S.A. ("UNIDESA/
Cirsa"), WMS Industries and the industry giant, IGT. Mikohn's controllers are
licensed in every major gaming jurisdiction. We believe we have the largest
installed base of controllers in the industry. The sale of Mikohn's controllers
for a progressive jackpot system is frequently accompanied by the sale of Mikohn
electronic displays promoting the system.
Electronic Displays. Mikohn manufactures displays in the widest variety of
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sizes and designs in the industry to accommodate the technical, aesthetic and
price requirements of its casino customers. Management believes that Mikohn's
electronic displays are installed with most gaming machines manufactured by
Alliance/Bally Gaming, Aristocrat, IGT, Novomatic, Sigma, UNIDESA/Cirsa and WMS
Industries. These electronic displays are found in casinos in virtually every
major gaming jurisdiction throughout the world. The Company produces
alphanumeric and graphic electronic displays for use in real-time applications
with all major brands and models of gaming machines. Our displays primarily use
LEDs which can be turned on and off approximately 100 times per second and can
be programmed to display information in a wide variety of formats, including
flashing, traveling from side to side, odometer, pulsating, scrolling up or
down, painting
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(each character is formed from the top down), morphing and dancing colors (each
character alternates color). LEDs also can utilize foreground or background
color, user selectable and downloadable font and text justification. Cells of
LEDs may be combined to display characters and graphics in a variety of sizes
ranging from small to very large. The Company supplies displays to casinos and
gaming equipment manufacturers including IGT for its wide-area progressive
systems.
In addition to the Company's proprietary line of LED displays, Mikohn
offers casinos the ability to attract players using the latest in high-
resolution plasma displays. Utilizing Mikohn's PC based PlasmaPack(TM)
controller, casinos can run real-time applications such as bonusing and
progressives on large, high-resolution plasma displays.
The flexibility of the Company's software enables us to implement our
competition's software protocol so that our displays can still be sold even when
we are not the chosen progressive system vendor.
Software. Mikohn designs application software for use in connection with
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its progressive jackpot systems. The software permits the casino operator to set
jackpot frequencies and levels in response to competitive factors and variations
in customer demand and to set a maximum amount to be displayed as a jackpot
(which effectively limits the casino's liability in the event of a programming
or technical error). The software is programmable to accommodate a variety of
international currencies, and is supplied either on a diskette for installation
on the casino's stand-alone personal computer or on a memory card sold by Mikohn
for installation in a palmtop computer.
Mikohn's SuperLink(TM) software package supplies a comprehensive, multi-
faceted system for managing a progressive jackpot network from a central
location. The SuperLink(TM) system consists of Mikohn bonus and/or standard
progressive controllers, a Mikohn smart interface board for each machine and a
PC hosted monitoring system. The system PC provides reports and statistics of
bonus game play and features screens for configuration and set-up. It also links
the interface packages of electronic displays, controllers and software into one
total integrated package, permitting centralized control and facilitating the
operation, programming and monitoring of progressive jackpots and bonuses. As a
result, management believes that the SuperLink(TM) system enables casino
operators to manage their slot machines with greater efficiency, which can
increase productivity, enhance security and reduce costs. Moreover, the
SuperLink(TM) system, with its built-in flexibility, is a system that will
enhance both existing and new gaming machines with new progressive, bonusing and
merchandising features, including Mikohn's MoneyTime(TM), Mystery Jackpot(TM)
and Bonus Jackpot(TM).
Bonusing Systems. A bonusing system provides a cash bonus which can be
random or preset separate from the normal payout for a winning combination.
While bonus amounts are typically lower than the top pay of the game, the
frequency is high, providing a valuable merchandising tool for stimulating,
extending and increasing the rate of play.
Bonus Jackpot(TM) provides a random cash bonus along with the normal payout
for a winning combination. Any or all of eight progressive pay levels may be
selected as the bonus level and up to eight random bonuses can be set for each
selected level. Mystery Jackpot(TM) is a progressive system that rewards patrons
at random according to a fixed pay schedule. The bonus is triggered when the
mystery (hidden) jackpot reaches a random level within a specified range. Once a
winner is identified, a payout is randomly selected from one of eight awards.
Mystery Jackpot(TM) awards a player a progressive jackpot just for playing; no
winning reel combination or minimum coin-in is required. The range for the
jackpot can be configured by the operator, and the system randomly selects a
jackpot amount within that range and awards the jackpot via the credit meter to
the player.
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Controllers and displays are designed by Mikohn and assembled using components
manufactured to its specifications by various suppliers.
Player Tracking and Data Collection Systems.
CasinoLink(TM). Our CasinoLink(TM) system is an integrated management
system for the gaming enterprise. Operating on a Microsoft Windows NT(R) / SQL
Server(R) platform, CasinoLink(TM) provides its users with robust, highly
scalable applications for accounting and auditing, administration and security,
jackpot management and player marketing. CasinoLink(TM) is exceptionally well
suited to fulfill the requirements of large, geographically dispersed casino
operators who require multi-site capability.
The CasinoLink(TM) system is installed throughout the gaming operations of
more than 20 casino operators worldwide. CasinoLink(TM) is utilized domestically
by single-site operators in Colorado, Nevada and Oregon as well as by one multi-
site operator in Nevada. Mikohn holds the dominant share of the gaming system
market in Canada, with installations in the multi-site, provincial lottery
corporations of Alberta, British Columbia, Ontario and Saskatchewan. The
European market is home to single-site installations in Finland, Greece and
Italy as well as to multi-site installations in the Netherlands, the Slovak
Republic, Slovenia and Russia.
CasinoLink(TM) is gaining considerable share of the Australasian market,
with multi-site installations in Macao and the Australian State of Queensland.
In November of 1999, Mikohn reached an agreement with TAB, Ltd. of Sydney,
Australia where Mikohn will serve as the exclusive provider of progressive
jackpot management software.
TableLink(TM). Mikohn also develops and markets automated data collection
systems for player tracking and accounting for table games. These products
include the Company's patented TableLink(TM) technology.
In 1995, Mikohn acquired the exclusive worldwide rights to develop,
manufacture, market and distribute the technology incorporated in the Company's
TableLink(TM) system, a player tracking and data collection system for table
games. This system enables the casino to recognize and reward players, and
enhances game security. Mikohn's TableLink(TM) system employs (i) special casino
chips that are embedded with computer microchips which transmit encrypted radio
frequency signals, (ii) sensors at each player position at the table, (iii)
player identification card readers, (iv) optical readers that read playing cards
as they are dealt for card game applications, (v) touch-screen computer displays
at the gaming table or pit stand and (vi) proprietary software networked to a
central data collection point. Information is compiled by patented instruments
and computer and sensor technology, which electronically track all bets in real-
time as the chips are placed, producing a record of each game. In addition to
providing player tracking, chip tracking and game tracking, the technology can
be used to integrate a progressive jackpot system with other table games to
stimulate player excitement and improve revenue production. The technology used
in the TableLink(TM) system, for the first time, provides casino operators with
real-time accounting of the play of each table game player. Improved accuracy
and player initiated ratings not only are very useful to the casino in
identifying and directing complimentary benefits to the customer, but improve
customer loyalty. It also redirects supervisor time from administrative to
customer relationship tasks.
TableLink(TM) brings to table games the benefits of accurate and automated
data collection and player tracking, previously seen only in the slot machine
sector. Players initiate their ratings using their player cards when they begin
play. The TableLink(TM) system tracks the time played, wagers made and game
results. The information can be interfaced with the casino's main
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database and used for rewarding patrons as well as building marketing
information. TableLink(TM) is available in three tiers: PT (Player Tracking), CT
(Chip Tracking) and GT (Game Tracking). TableLink(TM) PT is the base product
upon which the CT and GT product offerings are built.
Management believes TableLink(TM) has the potential to become one of the
most important technological advances in casino gaming since the introduction of
microprocessors in gaming machines. It already has been adapted to blackjack,
the world's most popular table game, with approximately 20,000 tables in use
worldwide as a potential customer base. Management believes that Mikohn's
TableLink(TM) technology can be adapted for use with other popular table games,
including baccarat and roulette.
Oversized Gaming Machines. Mikohn holds an exclusive license from IGT to
manufacture and distribute oversized and giant gaming machines known as Mini-
Bertha(TM) and Colossus(TM), respectively. These oversized gaming machines come
in electronic video and slot-reel formats, feature many of IGT's popular games
and can be linked within a casino on a progressive network. Because of their
size they provide greater visual appeal and variety, and management believes
that they generate a greater win per machine than conventional gaming machines.
The machines are available for sale, lease or license and IGT receives a license
fee based upon the income derived from the machines that are placed. The
revenues relating to these machines as reported by Mikohn in its financial
statements are net of license fees paid to IGT.
Keno. Under a licensing agreement with XpertX, Inc. ("XpertX"), Mikohn
holds the exclusive worldwide distribution rights (except for Nevada) to the
XpertX(TM) keno system. Key features of this keno system include player tracking
(player account information, player trip history, play and win amounts and buy-
in limits); reporting (customized audit/management reports and inter-property
progressive capabilities); display functions (in-room television keno display
and advertising options); and built-in diagnostic software and disc mirroring
features.
Accessories. The Company's also supplies a number of accessory products
that allow the casino customer to operate a wider variety of progressive games,
provide promotional messages, animated and graphic displays, and generate
additional statistical and operating information from the gaming machines linked
to progressive jackpot systems. Available accessories also include devices to
boost electrical outputs to a large number of displays, cable and fiber-optic
connectors, devices to trigger visual or aural signals when a progressive
jackpot is hit, and circuitry for the display of progressive jackpot amounts on
the screens of video gaming machines.
Gaming Operations:
In 1993, Mikohn established its games division to develop, acquire,
manufacture and distribute proprietary games, and these have become an
increasingly important segment our business. We have devoted increased attention
to the games division because of the high recurring revenue and profit margin
potential in this business line. The Company owns or licenses the rights to
several categories of proprietary games, which it places in casinos under sale,
license, lease or structured participation arrangements. Sales of proprietary
games are reflected in the reported results of our Gaming Products business
segment while revenues derived from licenses, leases or structured participation
arrangements are included in the results of our Gaming Operations business
segment.
Set forth below are descriptions of some of the Company's significant
proprietary gaming machines and table games that are placed under license, lease
or structured participation arrangements.
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Table Games.
Tre' Card Stud(TM). Tre' Card Stud(TM) is a new three card stud poker
------------------
game. This is a fast-paced, fun game in which all hands including the dealer's
hand have only three cards. Players ante one unit to receive hands of three
cards, face down, and at this point may either call with a bet of two units
(twice the ante) or fold. The dealer needs a certain combination of cards to
play. An optional additional bet may be made for bonus jackpots on certain
hands. The game is approved in Mississippi and under submission to regulatory
authorities in Nevada.
Caribbean Stud(R). Caribbean Stud(R) is one of the most popular table
-----------------
games in the gaming industry and the most popular proprietary table game in the
world. More than 900 Mikohn Caribbean Stud(R) tables are in service worldwide,
in more than 370 casinos in 38 jurisdictions. Mikohn does not have the rights to
Caribbean Stud(R) in Nevada. Caribbean Stud(R) allows a player to make two
wagers, one that pays if the player's hand beats the dealer's hand and one that
pays either a flat fee jackpot or a portion of a progressive jackpot if the
player receives a flush or better. In order to win 100% of the jackpot, the
player must have placed the optional side-bet and have been dealt a royal flush.
Jackpots of lesser amounts are awarded for a straight flush, four of a kind,
full house and flush. Caribbean Stud(R) table games have been available in
casinos since 1988.
Caribbean Draw(R). Caribbean Draw(R) resembles Caribbean Stud(R) and
-----------------
includes an optional side-bet feature, but the player has the opportunity to
exchange up to two cards originally dealt for new cards, as in a standard draw
poker game.
Wild Aruba Stud(TM). Wild Aruba Stud(TM) is Mikohn's latest offering in
-------------------
this line of poker games. Wild Aruba Stud(TM) is a variation of 5-card stud
poker. Each player makes an ante bet and may fold or call with an additional
back bet of twice the ante. The game uses wild deuces to increase the fun. The
dealer qualifies with a pair of eights or better. A player who makes the
additional progressive bet can win all or part of the progressive jackpot even
if he loses the hand. Wild Aruba Stud(TM) can also be linked to the same
progressive jackpot as Caribbean Stud(R) and Caribbean Draw(R). Wild Aruba
Stud(TM) has been approved in Nevada and Mississippi and is pending approval in
other jurisdictions.
Progressive Blackjack. Progressive Blackjack fills out the rest of the
---------------------
current Mikohn table game line-up. Progressive Blackjack is played as a basic
blackjack with an optional side-bet. Players receive jackpot payments determined
by a payout formula based on certain card combinations, which may be dealt to a
player. Casinos benefit from the game because of the additional volume and win
generated by increased play.
Monopoly Poker(R) Edition(TM). Monopoly(R) Poker Edition(TM) is a novel
-----------------------------
casino table game played with a special "Monopoly" deck of 50 cards. One or more
players simultaneously play against a pay table and the ranking of hands is
performed in a manner thematic to the popular home game. The mechanics of
Monopoly(R) Poker Edition(TM) allow the rapid play and resolution of wagers.
In the game, a player makes an initial one-unit ante wager to receive a
four-card hand. The player may then either fold, thereby ending the hand and
losing the ante, or "Go" (play), thereby wagering an additional amount equal to
the ante. The dealer then turns over a common fifth card and all remaining
players' hands are resolved according to the Monopoly(R) Poker Edition(TM) pay
table. The object of the game is to collect at least one color-group (for
example, three orange property cards or two blue property cards), at least two
railroads, or both utilities.
An optional side wager allows players to win all or a portion of a
progressive prize. The
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<PAGE>
progressive jackpot bet must be made at the same time the ante is placed.
Monopoly(R) Poker Edition(TM) is approved in Mississippi. We expect regulatory
approval in Nevada and other jurisdictions by the middle of 2000.
Yahtzee(R). Mikohn's Yahtzee(R) game is a casino table game played with a
----------
table layout showing winning dice roll combinations, wagering odds, and a large
table box containing five mounted mechanical dice. A hand of Yahtzee is played
according to a selected house version. Players are allowed to make "game wagers"
on the outcome of the roll of the dice, as well as "next roll wagers" on the
outcome of the next roll.
The Yahtzee(R) table game is played with five mechanical dice that behave
in a random fashion. As with the game played by millions in their homes, the
hand consists of an initial roll of the five dice, followed by up to two re-
rolls of one or more dice. Each player has a chance to "roll" the dice a maximum
of three times in an attempt to create combinations similar to those found in
poker. The word "roll" refers to the player pressing the interactive player
button, which enables the player to roll the dice. For example, three-of-a-kind,
four-of-a-kind, straight and full house are all winning combinations. The
ultimate combination would be "Yahtzee", or all five dice the same. Yahtzee has
been submitted for regulatory approval in most jurisdictions.
Jackpot Pai Gow(TM). Jackpot Pai Gow(TM) combines elements of the ancient
-------------------
Chinese game of pai gow with classic American poker. Jackpot Pai Gow(TM) is a
seven-card stud poker table game played with a standard 52-card deck and one
joker in which one to six Players play against the house dealer. The joker can
only be used as an ace, or to complete a straight or a flush. As with similar
card table games, the mechanics of Jackpot Pai Gow(TM) allow for quick play and
wager resolution.
All players, including the dealer, receive a seven-card hand, which they
"set" into a back hand of five cards, and a front hand of two cards. The back
hand must always outrank the front hand. For example, if the two-card hand is a
pair of sevens, the five-card hand must contain a pair of eight's or higher.
Rankings are based on poker rankings, with the exception of A-2-3-4-5, which is
the second highest straight. The highest two-card hand is aces; the highest
five-card hand is a royal flush or five aces (four aces plus the joker).
The object of the game is for both the player's hands to rank higher than
the corresponding dealer's hands. The dealer wins all tie results. If the player
wins one hand and loses the other a "push" results and no money changes hands.
Winning hands are paid 1 to 1 with a 5% commission to the dealer; therefore
actual winning payout to the player is 95%. Losing hands lose the amount
wagered. Players win if both of their hands are higher than the dealer's two
hands.
In Jackpot Pai Gow(TM), players place an initial wager to receive a
seven-card hand, face down. The cards are dealt to the player who is selected to
get the first set of cards and then from right to left. Each Player position has
areas on the layout marked bet, cards and a coin accept to be used for the
optional, $1.00 or $5.00 side-bet to qualify for the progressive jackpot. This
optional jackpot bet is accepted on the condition that an initial wager has also
been placed for that hand and that both wagers are made prior to any cards being
dealt. A hand winning the optional side-bet is not affected by the dealer's
hand. Jackpot Pai Gow(TM) will be submitted for regulatory approval in mid-2000.
Mikohn places table games directly with casino operators for a monthly
license fee that is a fixed rate per table. Most of the agreements with the
casinos are for three-year terms with a 30-day early cancellation clause. As of
December 31, 1999, Mikohn had 1,096 revenue producing table games installed.
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New Table Games in Development. Mikohn has several new table games in
------------------------------
various stages of development.
Branded Slot Games. In 1999, under an exclusive license from Hasbro, Inc.,
Mikohn developed a series of casino slot games based on Yahtzee(R), one of the
best known and most popular of all dice games. Mikohn's Yahtzee(R) series games
were named among the top 20 most innovative products for 2000 by the Casino
Journal Publishing group.
Introduced in Nevada casinos in late summer, the first two versions were
spinning reel slots topped with oversize mechanical dice, designed to be fast
moving, fun and entertaining. In the Yahtzee Bonus(TM) game, patrons have the
opportunity to play an actual hand of Yahtzee(R) complete with up to three
rolls, just like the home game. In Yahtzee Take A Chance(TM), players who reach
the bonus round may make successive rolls of five dice, hoping to hit "chance"
which increases their awards. For these games, Sigma Game, Inc. is the exclusive
supplier of the slot machine platform, which has been integrated with Mikohn
bonusing technology.
In December 1999, Mikohn introduced its Yahtzee(R) Video(TM) game, a five-
reel, 45-coin, nine-line slant top video game utilizing up to 45 nickels. An
interactive second screen is animated with five three-dimensional dice
characters which wiggle and roll to guide the player in an actual hand of
Yahtzee(R) with two re-rolls just as in the classic game. An added feature is
the random scatter-pay bonus showcased by another set of three-dimensional dice
characters in super hero costumes. Mikohn has selected the Pentium CD-ROM-based
Millennium(TM) series' video platform from Sigma Game, Inc., featuring new
technology which provides powerful graphic and audio capabilities.
Coin-Push Games. In 1995, Mikohn acquired the exclusive U.S. patent rights
to an electromechanical coin-push gaming machine, known as Flip-It(TM), that it
now manufactures and distributes. Mikohn leases Flip-It(TM) to operators on a
participation or fixed rental basis that produces a recurring revenue stream.
Currently, Flip-It(TM) games have been approved for play in Nevada, where Mikohn
participates in the casino revenues generated by the game, and in Michigan,
Mississippi, New Mexico and Uruguay, where Mikohn leases the game for a flat
rental. During the last three years, there has been a general decline in the
number of Mikohn's Flip-It(TM) games in service. Management believes that the
decline in the number of Flip-It(TM) games is due in part to the level of
maintenance that has been required for the mechanical components in the game. We
are in the process of developing an electronic version of the game, which
management believes will have greater reliability and correspondingly increased
casino acceptance.
MoneyTime(TM). MoneyTime(TM) is a branded progressive jackpot system
developed by Mikohn in 1997. It uses bonusing to initiate, extend and increase
play. Typically, 40 gaming machines are configured in a carousel with extensive
overhead thematic signage manufactured by Mikohn promoting the MoneyTime(TM)
progressive jackpot system. Each gaming machine is linked into one MoneyTime(TM)
system. When the progressive pool generated reaches a randomly determined level
within a specified range, the system triggers a bonus mode in which multiple
players are awarded portions of the jackpot in rapid succession.
Hot Potato(TM). Mikohn's newest bonusing jackpot system, to be launched in
2000, is Hot Potato(TM). Hot Potato(TM) is designed to operate on IGT's Vision
games, which are IGT's latest and most technologically advanced gaming machines.
Hot Potato(TM) is a multiplier bonus system.
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<PAGE>
Competition
The markets for the Company's products are highly competitive. The Company
competes with a number of developers, manufacturers and distributors of products
similar to those that the Company produces and distributes. Some of these
competitors are larger and have greater access to capital resources than the
Company. The Company's future performance may be affected by numerous factors,
some of which are (i) the continued popularity of the Company's existing
products and its ability to develop and introduce new products that gain market
acceptance and satisfy consumer preferences, (ii) the Company's ability to
maintain existing regulatory approvals and obtain future approvals in order to
conduct its business and (iii) the Company's ability to enforce its existing
intellectual property rights and to adequately secure and enforce such rights
for new products.
Many of the Company's products require regulatory approval. Management
believes that the amount of time and money consumed in the course of obtaining
licenses in new jurisdictions and new product approvals in multiple
jurisdictions constitute significant obstacles to entry or expansion by new
competitors. In addition to regulatory constraints, the Company's patents and
trademarks protect its products. The Company actively seeks patent and trademark
protection and vigorously enforces its intellectual property rights.
Signs:
Management believes that Mikohn not only is the leading worldwide
manufacturer of interior casino signs, it is also the dominant competitor in
this specialized market and is recognized as the industry leader in technology
integration, artistic concepts, library of designs, creative staff, distribution
network and structural design, all of which are essential to the more complex
thematic signage found in the new mega-casinos. These factors, in the aggregate,
create significant obstacles to entry by new competitors. Competitors in the
interior sign business include Young Electric Sign Company (YESCO), B&D Signs,
DID Signs and A.C. Coin & Slot Company.
Gaming Products:
In the electronics, bonusing and control systems market, we believe that
the Company's components for progressive jackpot systems have the highest market
share and name recognition in the industry. The primary competitors for the
Company's progressive jackpot system components are Casino Data Systems (CDS)
and Acres Gaming (Acres) (see "Legal Proceedings"). Although IGT currently uses
the controllers and software it manufactures solely in connection with its own
proprietary gaming machines, there can be no assurance that IGT will not
commence sales of such components to other gaming machine manufacturers and
casino operators. In the placement of progressive jackpot bonusing systems, the
Company competes with Acres and the major gaming machine manufacturers who have
developed their own proprietary gaming products that incorporate progressive
jackpot bonusing systems into their games.
Mikohn's CasinoLink(TM) system competes against systems from Alliance/Bally
Gaming, Acres, CDS, IGT and, to a lesser extent, Gaming Systems International.
This market is highly competitive. Pricing, product features and functions,
accuracy and reliability are key factors in determining a provider's success in
selling its system. Because of the high initial costs of installing a
computerized monitoring system, customers for such systems generally do not
change suppliers once they have installed such a system. Our future growth in
this product line will be based on penetration of the international markets and
further expansion in the established and emerging markets, as well as continued
development efforts by the Company to provide customers with new and innovative
hardware and software products. Management believes that the Company has a
competitive
14
<PAGE>
advantage because its CasinoLink(TM) system, the first player tracking and
accounting control system using the Microsoft Windows NT platform, provides
greater ease of use and the ability to link multiple sites.
Mikohn's TableLink(TM) technology is unique in its ability to automatically
capture and record exact wagering information in real-time. This information
includes the exact amount wagered, a critical element that gaming operators
traditionally have had great difficulty in ascertaining and confirming.
Management believes that there currently is no other system on the market that
has the ability to identify and record all wagers placed, all cards dealt and
the results of each hand played. Prior to the introduction of the TableLink(TM)
technology, casinos could only estimate amounts wagered. Mikohn holds exclusive
worldwide rights to this system. Patents protecting the system and several of
its unique features have been issued in the U.S. and several foreign
jurisdictions and additional applications are pending, thereby creating a
significant barrier to entry for potential competitors.
In the gaming machine market, the Company competes against major gaming
machine manufacturers as well as manufacturers of specialty gaming products. The
major gaming machine manufacturers are Alliance/Bally Gaming, Aristocrat,
Atronic Casino Technology, Ltd., IGT, Novomatic, Sega Enterprises Ltd., Sigma,
UNIDESA/Cirsa, Universal Distributing of Nevada, Inc., Anchor Gaming and WMS
Industries. Although these major gaming machine manufacturers compete against
the Company directly with specialty gaming products and indirectly with mass
market gaming products (a market in which the Company does not compete
significantly), management believes that the Company competes most directly
against other specialty gaming machine manufacturers, such as Anchor Gaming,
A.C. Coin & Slot Company, CDS and Shuffle Master, Inc. (Shuffle Master). In
addition, other technology-oriented companies, such as Silicon Gaming, Inc.,
have entered or may enter the gaming machine business. Specialty gaming product
manufacturers compete primarily on player appeal and the resulting relative win
per unit generated for the casino. Management believes that the Company is in a
strong competitive position in the specialty gaming product market because of
its extensive distribution network and historic customer relationships across a
number of diverse product lines.
Gaming Operations:
In the proprietary table game market, the Company is the premier designer,
manufacturer and distributor of proprietary progressive jackpot table games, and
we believe our patents significantly limit the development of competing table
games with progressive or electronically enhanced side-bet features. The only
significant competitor in proprietary table games is Shuffle Master, which
markets the Let It Ride(TM) and Three Card Poker(TM) games.
In the slot participation market which includes the Company's Yahtzee(R)
branded games as well as the non-branded games such as Flip-Its(TM), Mini-
Berthas(TM) and MoneyTime(TM), the Company competes for floor space with
Alliance/Ballys, Anchor Gaming, CDS, IGT, Shuffle Master and WMS Gaming.
Manufacturing
The Company's several production facilities are primarily manufacturing,
assembly and subassembly operations. Most manufacturing relates to the interior
sign business, but we also assemble exterior signs, electronic displays and
controllers and proprietary games. We routinely contract with outside vendors
for assembly services to keep idle production capacity to a minimum
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and maintain a constant level of employment. A computerized material
requirements planning system is used to schedule production and to ensure that
inventory levels are adequate to meet customer demand. The table below lists the
Company's several manufacturing, administrative, engineering and service
facilities.
<TABLE>
<CAPTION>
==================================================================================================================
Area
Location / Activity (Sq. Ft.) Owned/Leased
------------------- --------- ------------
<S> <C> <C>
Las Vegas, NV - Corporate Administration 36,429 Leased
Las Vegas, NV - Interior Signs - Manufacturing 47,350 Owned
Las Vegas, NV - Exterior Signs - Manufacturing 45,976 Owned
Las Vegas, NV - Games And Electronics - Manufacturing 85,638 Leased
Las Vegas, NV - Engineering And Service 30,500 Leased
Las Vegas, NV - Slot Glass / Human Resources 17,225 Leased
Reno, NV - Administration / Service 8,575 Leased
Gulfport, MS - Manufacturing 28,000 Leased
Hurricane, UT - Manufacturing 79,230 Leased
Rapid City, SD - Manufacturing * 48,881 Owned
Kansas City, MO - Service 1,650 Leased
Ft. Lauderdale, FL - Service 11,000 Leased
Golden, CO - Service 3,000 Leased
Egg Harbor, NJ - Service 2,800 Leased
Pleasantville, NJ - Manufacturing and Service 7,000 Leased
Amsterdam, The Netherlands - Manufacturing 20,000 Leased
Lima, Peru - Manufacturing 35,674 Leased
-------
* Closed in 1999 and sold in March 2000 508,928
=======
===================================================================================================================
</TABLE>
There are many sources of supply for nearly all of the components and raw
materials used in the Company's products and there are many suppliers who can
assemble the Company's progressive jackpot products. Accordingly, the Company is
not dependent in any significant way upon any single supplier or vendor.
Marketing and Distribution
The Company maintains facilities to sell and service its products to
markets throughout the world. In addition to the Las Vegas corporate
headquarters, the Company has regional sales offices in Reno, Nevada; Ft.
Lauderdale, Florida; Egg Harbor, New Jersey; Golden, Colorado; Gulfport,
Mississippi; Amsterdam, the Netherlands; Buenos Aires, Argentina and Lima, Peru.
Historically, the Company's marketing efforts have been domestically
focused, as measured by the percentage of sales to customers in the U.S.
However, since 1994 we have broadened our distribution capabilities to better
serve international markets, take advantage of growth opportunities and
correspondingly reduce our dependence on domestic casino operators and gaming
machine manufacturers. We expect to continue this strategy as more international
jurisdictions legalize gaming.
The Company and its distributors service the Company's progressive jackpot
products, and the Company, a subcontractor or the customer typically services
the Company's interior signs. The Company performs maintenance on exterior
lighting and signs, typically under multi-year contracts, and provides limited
warranties on most of its products.
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Research and Development
During the fiscal years ended December 31, 1999, 1998 and 1997, the Company
expended approximately $6.0 million, $5.5 million and $3.9 million,
respectively, on research and development activities.
As previously noted, the casino gaming industry is intensely competitive,
for which reason casinos constantly seek out, evaluate and introduce new and
upgraded gaming products in an effort to attract and retain gaming customers. An
important part of the Company's strategy is to provide its casino customers with
new and upgraded products, games and services that enhance their revenue stream
and facilitate operating efficiencies. The Company's current emphasis in
research and development is the enhancement of the CasinoLink(TM) and
TableLink(TM) systems and the development of new game machines and progressive
table games.
Employees
As of December 31, 1999, the Company had 822 employees worldwide, of whom
approximately 380 were in manufacturing, 62 were in sales and distribution, 57
were in art/CAD design, 135 were in installation and service, 53 were in
research and development and 135 were in administration. Of that total, 109 were
in management. A total of 83 of the Company's employees, all of whom are
employed in its exterior signs operations in Las Vegas and Atlantic City, are
represented by unions. We enjoy good relationships with our employees.
Backlog
As of December 31, 1999, 1998, and 1997, the Company had backlogs of
orders, believed to be firm, of $16.8 million, $22.0 million and $19.4 million,
respectively. Orders in the backlog at December 31st typically are filled within
120 days.
Government Regulation
Overview
The Company is subject to regulation by authorities in most jurisdictions
in which its products are sold or used by persons or entities licensed to
conduct gaming activities. Gaming regulatory requirements vary from jurisdiction
to jurisdiction, and obtaining licenses, findings of suitability and/or other
required approvals with respect to the Company, its personnel and its products
(collectively, "authorizations") is time consuming and expensive.
Generally, gaming regulatory authorities have broad discretionary powers
and may deny applications for or revoke authorizations on any basis they deem
reasonable. Although our experience is excellent, there is no guarantee that the
Company, its products or its personnel will receive or be able to maintain any
necessary authorizations.
The Company, directly and through subsidiaries, has authorizations that
enable it to conduct its business in numerous jurisdictions, subject in each
case to the conditions of the particular authorization. These conditions may
include limitations as to the type of game or product the Company may sell or
lease, as well as limitations on the type of facility (such as riverboats) and
the
17
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territory within which the Company may operate (such as tribal nations).
Jurisdictions in which the Company (together with its subsidiaries, and specific
personnel where required) has authorizations with respect to some or all of its
products and activities include Nevada, South Dakota, Mississippi, Iowa,
Missouri, Oregon, Louisiana, Colorado, Illinois, Washington, Arizona,
Connecticut, Montana, New Jersey, North Carolina, North Dakota, New Mexico,
Kansas, Minnesota, Indiana, Michigan, New York, Wisconsin, California; the
Canadian provinces of Alberta, Manitoba, Nova Scotia, Quebec, Saskatchewan,
British Columbia and Ontario; the Australian provinces of New South Wales,
Victoria, Queensland, Northern Territory, Western Australia and Australia
Capital Territories and Tasmania; New Zealand; Mpumalanga, South Africa and
Greece.
The Company has a provisional license in Puerto Rico, which permits the
Company to transact its business pending completion of the license application
process.
Certain Indian tribes throughout the United States that have compacts with
the states in which their tribal dominions are located, operate or propose to
operate casinos, and these tribes may require suppliers of gaming and gaming
related equipment, such as the Company, to obtain authorizations. The Company
has and will continue to work with these tribes to obtain the necessary
authorizations when requested to do so.
Associated Equipment
Most of the Company's products fall within the general classification of
"associated equipment". "Associated equipment" is equipment that is not
classified as a "gaming device", but which has an integral relationship to the
conduct of licensed gaming. Regulatory authorities in some jurisdictions have
discretion to require manufacturers and distributors to meet licensing or
suitability requirements prior to or concurrently with the use of associated
equipment. In other jurisdictions, associated equipment must be approved by the
regulatory authorities in advance of its use at licensed locations. The Company
has obtained approval of its associated equipment in each jurisdiction that
requires such approval and in which its products that are classified as
associated equipment are sold or used.
Gaming Devices and Equipment
The Company also sells products which are considered to be "gaming devices"
and/or "gaming equipment" in jurisdictions in which gaming has been legalized.
Although regulations vary among jurisdictions, each jurisdiction requires
various licenses, approvals or permits to be held by companies and their key
personnel in connection with the manufacture and distribution of gaming devices
and equipment.
Regulation of Stockholders
In most jurisdictions, any beneficial owner of the Company's Common Stock
may, at the discretion of the gaming regulatory authorities, be required to file
an application for a license, finding of suitability or other approval, and in
the process to subject himself or herself to an investigation by those
authorities. The gaming laws and regulations of substantially all jurisdictions
require beneficial owners of more than 5% of the Company's outstanding Common
Stock to file certain reports, and may require them, as in the case of directors
and executive officers, to undergo investigation for licensing and/or findings
of suitability.
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Regulation and Licensing - Nevada
Gaming
The manufacture, sale and distribution of gaming devices for use or play in
Nevada or for distribution outside of Nevada, the manufacture and distribution
of associated equipment for use in Nevada, and the operation of slot machine
routes and inter-casino linked systems in Nevada are subject to (i) The Nevada
Gaming Control Act and the regulations promulgated thereunder (collectively,
"Nevada Act") and (ii) various local ordinances and regulations. Such activities
are subject to the licensing and regulatory control of the Nevada Gaming
Commission ("Nevada Commission"), the Nevada State Gaming Control Board ("Nevada
Board"), and various local, city and county regulatory agencies (collectively
referred to as the "Nevada Gaming Authorities").
The laws, regulations and supervisory practices of the Nevada Gaming
Authorities are based upon declarations of public policy having as their
objectives (i) preventing any involvement, direct or indirect, of any unsavory
or unsuitable persons in gaming or the manufacture or distribution of gaming
devices at any time or in any capacity; (ii) strictly regulating all persons,
locations, practices and activities related to the operation of licensed gaming
establishments and the manufacture or distribution of gaming devices and
equipment; (iii) establishing and maintaining responsible accounting practices
and procedures; (iv) maintaining effective controls over the financial practices
of licensees (including requirements covering minimum procedures for internal
fiscal controls and safeguarding assets and revenues, reliable recordkeeping and
periodic reports to be filed with Nevada Gaming Authorities); (v) preventing
cheating and fraudulent practices and (vi) providing and monitoring sources of
state and local revenue based on taxation and licensing fees. Changes in such
laws, regulations and procedures, depending upon their nature, could have an
adverse effect on the Company's operations.
The Company is registered by the Nevada Commission as a publicly traded
corporation (a "Registered Corporation") and has been found to be suitable to
own the stock of Mikohn Nevada which is licensed as a manufacturer and
distributor of gaming devices, and as an operator of a slot machine route. The
Company and Mikohn Nevada have obtained from the Nevada Gaming Authorities the
various authorizations they require to engage in Nevada in manufacturing,
distribution, slot route operations and inter-casino linked system activities
consisting of slot machines. The regulatory requirements set forth below apply
to the Company as a Registered Corporation and to Mikohn Nevada as a
manufacturer, distributor and operator of a slot machine route.
All gaming devices that are manufactured, sold or distributed for use or
play in Nevada, or for distribution outside of Nevada, must be manufactured by
licensed manufacturers and distributed and sold by licensed distributors. All
gaming devices manufactured for use or play in Nevada must be approved by the
Nevada Commission before distribution or exposure for play. The approval process
for gaming devices includes rigorous testing by the Nevada Board, a field trial
and a determination that the gaming device meets strict technical standards set
forth in the regulations of the Nevada Commission. Associated equipment must be
administratively approved by the Chairman of the Nevada Board before it is
distributed for use in Nevada.
As a Registered Corporation, the Company is required periodically to submit
detailed financial and operating reports to the Nevada Commission and furnish
any other information the Nevada Commission may require. No person may become a
stockholder of or receive any percentage of profits from Mikohn Nevada without
first obtaining authorizations from the Nevada Gaming Authorities.
19
<PAGE>
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or Mikohn
Nevada in order to determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee. Officers, directors and
certain key employees of Mikohn Nevada are required to file applications with
the Nevada Gaming Authorities and may be required to be licensed or found
suitable by the Nevada Gaming Authorities. Officers, directors and key employees
of the Company who are actively and directly involved in gaming activities of
Mikohn Nevada may be required to be licensed or found suitable by the Nevada
Gaming Authorities. The Nevada Gaming Authorities may deny an application for
licensing for any cause that they deem reasonable. A finding of suitability is
comparable to licensing. Both require submission of detailed personal and
financial information, which is followed by a thorough investigation. The
applicant for licensing or a finding of suitability must pay all the costs of
the investigation. Changes in licensed positions must be reported to the Nevada
Gaming Authorities. In addition to their authority to deny an application for a
finding of suitability or licensure, the Nevada Gaming Authorities have the
power to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or Mikohn Nevada, the companies involved would
have to sever all relationships with that person. In addition, the Nevada
Commission may require the Company or Mikohn Nevada to terminate the employment
of any person who refuses to file appropriate applications. Determinations of
suitability or of questions pertaining to licensing are not subject to judicial
review in Nevada.
The Company and Mikohn Nevada are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Mikohn Nevada
also are required to be reported to or approved by the Nevada Commission.
Should Mikohn Nevada be found to have violated the Nevada Act, the licenses
it holds could be limited, conditioned, suspended or revoked. In addition,
Mikohn Nevada, the Company and the persons involved could be required to pay
substantial fines, at the discretion of the Nevada Commission, for each separate
violation of the Nevada Act. Limitation, conditioning or suspension of any
license held by Mikohn Nevada could (and revocation of any license would)
materially adversely affect the Company's manufacturing, distribution and slot
route operations.
Regulation of Security Holders
Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be investigated,
and have his or her suitability as a beneficial holder of the Company's voting
securities determined if the Nevada Commission finds reason to believe that such
ownership would otherwise be inconsistent with the declared policies of the
State of Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Act requires any person who acquires more than 5% of a
Registered Corporation's voting securities to report the acquisition to the
Nevada Commission. It also requires beneficial owners of more than 10% of a
Registered Corporation's voting securities to apply to the Nevada Commission for
a finding of suitability within thirty days after the Chairman of the Nevada
Board mails a written notice requiring such filing. Under certain circumstances,
an "institutional investor", as defined in the Nevada Act, which acquires more
than 10%, but not more than 15%, of the
20
<PAGE>
Registered Corporation's voting securities may apply to the Nevada Commission
for a waiver of such finding of suitability if such institutional investor holds
the voting securities for investment purposes only.
An institutional investor is not deemed to hold voting securities for
investment purposes if the voting securities were acquired and are held in the
ordinary course of its business as an institutional investor and were not
acquired and are not held for the purpose of causing, directly or indirectly,
(i) the election of a majority of the members of the board of directors of the
Registered Corporation; (ii) any change in the Registered Corporation's
corporate charter, bylaws, management, policies or operations or those of any of
its gaming affiliates or (iii) any other action that the Nevada Commission finds
to be inconsistent with holding the Registered Corporation's voting securities
for investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in management, policies or
operations and (iii) such other activities as the Nevada Commission may
determine to be consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation, partnership or
trust, it must submit detailed business and financial information including a
list of beneficial owners. The applicant is required to pay all costs of
investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder of a Registered Corporation
found unsuitable and who holds, directly or indirectly, any beneficial ownership
in the common stock beyond such period of time as the Nevada Commission may
specify for filing any required application may be guilty of a criminal offense.
Moreover, the Registered Corporation will be subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Registered Corporation, it (i) pays that
person any dividend on its voting securities; (ii) allows that person to
exercise, directly or indirectly, any voting right conferred through securities
ownership; (iii) pays remuneration in any form to that person for services
rendered or otherwise or (iv) fails to pursue all lawful efforts (including, if
necessary, the immediate purchase of said voting securities for cash at fair
market value) to require such unsuitable person to completely divest all voting
securities held.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation to file applications, be investigated
and be found suitable to own the debt security of a Registered Corporation if
the Nevada Commission finds reason to believe that such ownership would
otherwise be inconsistent with the declared policies of the State of Nevada. If
the Nevada Commission determines that a person is unsuitable to own such
security, it may sanction the Registered Corporation, which sanctions may
include the loss of its approvals if, without the prior approval of the Nevada
Commission, it (i) pays to the unsuitable person any dividend, interest, or
other distribution; (ii) recognizes any voting right of such unsuitable person
in connection with such securities; (iii) pays the unsuitable person
remuneration in any form or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation or similar
transaction.
The Company and Mikohn Nevada are required to maintain in Nevada a current
stock ledger that may be examined by the Nevada Gaming Authorities at any time.
If any securities are held in trust by an agent or by a nominee, the record
owner may be required to disclose the identity of the beneficial owner to the
Nevada Gaming Authorities. A failure to make such disclosure may be
21
<PAGE>
grounds for finding the record owner unsuitable.
The Company also is required to render maximum assistance in determining
the identity of the beneficial owners of its securities. The Nevada Commission
has the power to require the Company to imprint its stock certificates with a
legend stating that the securities are subject to the Nevada Act. To date, the
Nevada Commission has imposed no such a requirement on the Company.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or proceeds therefrom
are to be used to construct, acquire or finance gaming facilities in Nevada, or
to retire or extend obligations incurred for such purposes. Such approval, if
given, does not constitute a finding, recommendation or approval by the Nevada
Commission or the Nevada Board as to the accuracy or adequacy of the prospectus
or the investment merit of the offered securities, and any representation to the
contrary is unlawful.
Changes in control of a Registered Corporation through merger,
consolidation, stock or asset acquisitions, management or consulting agreements,
or any act or conduct, by which anyone obtains control, may not lawfully occur
without the prior approval of the Nevada Commission. Entities seeking to acquire
control of a Registered Corporation must meet the strict standards established
by the Nevada Board and the Nevada Commission prior to assuming control of a
Registered Corporation. The Nevada Commission also may require persons who
intend to become controlling stockholders, officers or directors, and other
persons who expect to have a material relationship or involvement with the
acquired company to be investigated and licensed as part of the approval
process.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada corporate gaming licensees, and Registered Corporations
that are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has established a regulatory
scheme to minimize the potentially adverse effects of these business practices
upon Nevada's gaming industry and to further Nevada's policy to (i) assure the
financial stability of corporate gaming licensees and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form and
(iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional repurchases of
voting securities above market price and before a corporate acquisition opposed
by management can be consummated. The Nevada Act also requires prior approval of
a plan of recapitalization proposed by the Registered Corporation's Board of
Directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purpose of acquiring control of the
Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, must be paid to the State of Nevada and to the
counties and cities in which gaming operations are conducted. These fees and
taxes, depending upon their nature, are payable monthly, quarterly or annually
and are based upon either (i) a percentage of the gross revenues received or
(ii) the number of gaming devices operated. Annual fees are also payable to the
State of Nevada for renewal of licenses as an operator of a slot machine route,
manufacturer and/or distributor.
Any person who is licensed, required to be licensed, registered, required
to be registered, or who is under common control with any such persons
(collectively, "Licensees") and who proposes to become involved in a gaming
venture outside of Nevada is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation by the Nevada Board of his or her participation
outside of Nevada. The revolving fund
22
<PAGE>
is subject to increase or decrease at the discretion of the Nevada Commission.
Thereafter, Licensees are required to comply with certain reporting requirements
imposed by the Nevada Act. Licensees also are subject to disciplinary action by
the Nevada Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to the non-Nevada gaming operation, fail to conduct the
foreign gaming operation in accordance with the standards of honesty and
integrity required of Nevada gaming operations, engage in activities that are
harmful to the State of Nevada or its ability to collect gaming taxes and fees,
or employ a person in the non-Nevada operation who has been denied a license or
finding of suitability in Nevada on the ground of personal unsuitability.
Other Jurisdictions
All jurisdictions that have legalized gaming require various licenses,
permits and approvals for manufacturers and distributors of gaming devices and
equipment. In general, such requirements involve restrictions similar to those
of Nevada.
Federal Regulation
The Federal Gambling Devices Act of 1962 (the "Federal Act") makes it
unlawful, in general, for a person to manufacture, deliver, or receive gaming
machines, gaming machine type devices, and components across state lines or to
operate gaming machines unless that person has first registered with the
Attorney General of the United States. The Company has registered and must renew
its registration annually. In addition, various recordkeeping and equipment
identification requirements are imposed by the Federal Act. Violation of the
Federal Act may result in seizure and forfeiture of the equipment, as well as
other penalties.
Application of Future or Additional Regulatory Requirements
In the future, the Company intends to seek the necessary licenses,
approvals and findings of suitability for the Company, its products and its
personnel in other jurisdictions throughout the world where significant sales
are expected to be made. However, there is no assurance that such licenses,
approvals or findings of suitability will be obtained and that they will not be
revoked, suspended or unsuitably conditioned or that the Company will be able to
timely obtain the necessary approvals for its future products as they are
developed, or at all. If a license, approval or finding of suitability is
required by a regulatory authority and the Company fails to seek or does not
receive the necessary license or finding of suitability, the Company may be
prohibited from selling its products for use in that jurisdiction or may be
required to sell its products through other licensed entities at a reduced
profit to the Company.
Item 2. Properties
The properties the Company owns and leases are listed in detail in the
table under the heading "Business - Manufacturing", above. In Nevada, the
Company currently leases nine facilities, seven of which are currently occupied
by the Company. These leases expire over various periods through the end of
2005. Both the Las Vegas interior and exterior sign manufacturing facilities are
owned by the Company; all other facilities are leased.
The Company leases sales, service and/or support offices and other
facilities in Colorado,
23
<PAGE>
Florida, Mississippi, Missouri, New Jersey and Utah. These leases expire on
various dates through the end of 2004.
Item 3. Legal Proceedings
The Company is involved in routine litigation, including bankruptcies,
collection efforts, disputes with former employees and other matters in the
ordinary course of its business operations. Management knows of no matter,
pending or threatened, that in its judgment will or might have a material
adverse effect on the Company or its operations including those noted below.
On October 2, 1997, the Company filed suit against Acres Gaming, Inc.
("Acres") in the U.S. District Court, Las Vegas, Nevada seeking a declaratory
judgment that its MoneyTime(TM) system does not infringe a patent issued to
Acres in August 1997 (U.S. Patent No. 5,655,961) and that the Acres patent is
invalid (the "'961 Action"). In the '961 Action, the Company asserts claims for
relief against Acres for tortious interference with business relationships,
tortious interference with prospective business relationships, and trade libel.
Acres has counterclaimed for patent infringement. Two subsequently filed actions
in the same court involving two subsequently issued patents (U.S. Patent Nos.
5,741,183 and 5,752,882), one filed by the Company against Acres and one filed
by Acres against the Company, Casino Data Systems ("CDS"), Sunset Station Hotel
& Casino and New York-New York Hotel & Casino, involve claims for patent
infringement, non-infringement and invalidity similar to the claims asserted in
the '961 Action (the "'183 Action" and the "'882 Action"). The '183 Action and
the '882 Action have been consolidated with the '961 Action (the three actions
hereafter referred to as the "Consolidated Action"). Discovery in the
Consolidated Action closed on February 26, 1999. No trial date has been set.
Management believes that the Company will prevail in the Consolidated Action.
On October 13, 1998, Acres brought suit against the Company and CDS
alleging, as against the Company, that the MoneyTime(TM) system infringes a
patent (U.S. Patent No. 5,820,459) issued to Acres on October 13, 1998 (the
"'459 Action"). The Company has responded denying infringement and asserting
that the Acres patent is invalid. The '459 Action is in an early stage of
discovery. No trial date has been set. Management believes that the Company will
prevail in the `459 Action.
Item 4. Submission of Matters to a Vote of Security Holders
See Proxy Statement.
24
<PAGE>
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters
The Company's Common Stock trades on the NASDAQ National Market System
under the symbol "MIKN". The following table sets forth the range of high and
low last sale prices per share by quarter for the Common Stock.
<TABLE>
<CAPTION>
High Low
---- ---
1999
- ----
<S> <C> <C>
First Quarter $4.500 $2.875
Second Quarter 4.063 2.750
Third Quarter 4.875 3.563
Fourth Quarter 5.750 3.875
1998
- ----
First Quarter $8.750 $6.750
Second Quarter 7.750 5.875
Third Quarter 7.375 3.875
Fourth Quarter 5.750 3.500
</TABLE>
The Company believes there were approximately 2,528 beneficial owners of
its Common Stock as of March 13, 2000. The approximate number of beneficial
owners as of that date was reached by estimating the number of holders whose
stock is held for them in street name by brokerage houses, by trusts and other
nominees and by participants in a clearing agency. There were 235 holders of
record of the Company's Common Stock on March 13, 2000.
The Company has never paid dividends nor has it any plans to pay dividends
in the future. It is the present intent of the Board of Directors to retain all
future earnings for use in the development of the Company's business. The $86.0
million Credit Agreement dated September 2, 1998, between the Company, First
Source Financial LLP, as agent, and a lending consortium expressly prohibits the
payment of cash dividends.
25
<PAGE>
Item 6. Selected Financial Data
The table below sets forth a summary of selected financial data of the
Company for the five years ended December 31 (in thousands except per share
amounts):
<TABLE>
<CAPTION>
1999 (1) 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales $ 106,884 $ 99,032 $ 98,548 $ 91,402 $ 77,796
Cost of sales 54,846 60,163 61,200 59,647 54,876
--------- --------- --------- --------- ---------
Gross profit 52,038 38,869 37,348 31,755 22,920
Selling, general and administrative 41,505 38,837 31,073 29,190 29,186
Write-off of assets and other 1,352 4,493 3,572
--------- --------- --------- --------- ---------
Operating income (loss) 9,181 (4,461) 6,275 2,565 (9,838)
Interest expense (8,850) (5,115) (2,555) (1,934) (1,126)
Other income and expense 5,052 112 11 410 666
--------- --------- --------- --------- ---------
Income (loss) before income taxes 5,383 (9,464) 3,731 1,041 (10,298)
Income tax (provision) benefit (1,635) 3,190 (1,357) (429) 3,650
--------- --------- --------- --------- ---------
Net income (loss) before
extraordinary item 3,748 (6,274) 2,374 612 (6,648)
Extraordinary loss (net of taxes) (1,752)
--------- --------- --------- --------- ---------
Net income (loss) $ 3,748 $ (8,026) $ 2,374 $ 612 $ (6,648)
========= ========= ========= ========= =========
Weighted average common shares
outstanding:
Basic 10,720 10,527 9,952 9,847 9,802
========= ========= ========= ========= =========
Diluted 10,784 10,527 10,057 10,070 9,802
========= ========= ========= ========= =========
Earnings (loss) per common share:
Basic $ 0.35 $ (0.76) $ 0.24 $ 0.06 $ (0.68)
========= ========= ========= ========= =========
Diluted $ 0.35 $ (0.76) $ 0.24 $ 0.06 $ (0.68)
========= ========= ========= ========= =========
Balance Sheet Data:
Total assets $ 162,000 $ 153,232 $ 97,588 $ 90,453 $ 86,324
Total debt / obligations 89,110 87,003 30,226 22,719 23,091
Stockholders' equity 50,932 46,727 52,570 50,144 49,352
</TABLE>
(1) In December 1999, the Company sold a 50% interest in Mikohn Australasia.
The Selected Financial Data presented herein includes such consolidated
subsidiary's income through the end of the year while its balance sheet is
unconsolidated at year-end December 31, 1999 and accounted for under the equity
method.
26
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Background Information
For background information on the formation and history of the Company, the
public sale of its Common Stock and the acquisitions of its principal business
units, see Note 1 - Organization of the Notes to Consolidated Financial
Statements.
In 1995, Mikohn acquired the exclusive worldwide rights to develop,
manufacture, market and distribute its TableLink(TM) technology, a player
tracking and data collection system for table games. Mikohn TableLink(TM) system
enables the casino to recognize and reward players, and enhances game security
and integrity. The TableLink(TM) system employs (i) special casino chips that
incorporate computer microchips which transmit encrypted radio frequency
signals, (ii) sensors at each player position at the table, (iii) player
identification card readers, (iv) optical readers for card game applications,
(v) table computer displays and (vi) proprietary software networked to a central
data collection point. Information is compiled by patented instruments and
computer and sensor technology which electronically track all bets in real-time
as the chips are placed, producing a record of each game. In addition to
providing player tracking, chip tracking and game tracking, the technology can
be used to integrate a progressive jackpot system with other table games to
stimulate player excitement and improve revenue production. The TableLink(TM)
system, for the first time, provides casino operators with real-time accounting
of the play of each table game player. Improved accuracy and player initiated
ratings not only are very useful to the casino in identifying and directing
complimentary benefits to the customer, but improve customer loyalty through
acceptance of rating information and redirecting supervisor time to the
customer.
The Company's CasinoLink(TM) system is the first system which integrated the
advanced features of the Microsoft Windows NT platform in a gaming machine
accounting, player tracking and game management module. The advanced technology
of the CasinoLink(TM) system provides real-time information on player activity,
casino revenues and cashier functions, monitors gaming machines and table games,
and has the capability to network multiple remote sites. The system tracks
gaming machines, keno and bingo and is available from remote terminal units that
allow casinos to access player related information, such as a player's game
preference and wagering history. The CasinoLink(TM) advanced tracking system
enables casinos among other things to offer players complimentary benefits
commensurate with their play.
In recent years, proprietary games have become an increasingly important
segment of the Company's business. In 1993, Mikohn established its games
division to develop, acquire, manufacture and distribute proprietary games,
machines and tables. We have devoted increased attention to the games division
because of the high recurring revenue and profit margin potential in this
business line. The Company owns or licenses the rights to several categories of
proprietary games, including progressive jackpot table games, coin-push gaming
machines, oversized gaming machines and touch screen multi-game video machines.
In 1998, the Company acquired from Hasbro, Inc. the rights to develop slots and
table games under the Yahtzee(R) name and table games under the Monopoly(R)
name. The Company places its proprietary games in casinos under sale, license,
lease or structured participation arrangements.
In 1994, Mikohn entered into an exclusive license agreement with IGT to
manufacture and distribute oversized and giant gaming machines known as Mini-
Bertha(TM) and Colossus(TM), respectively. Under the terms of the license
agreement with IGT, Mikohn has exclusive worldwide distribution rights. These
oversized gaming machines come in electronic video and slot-reel formats,
27
<PAGE>
feature many of IGT's popular games and can be linked on a progressive network.
These oversized gaming machines provide greater visual appeal and variety. The
machines are available for sale, lease or structured participation and IGT
receives a royalty based upon the income derived from the machines that are
placed. The revenues relating to these machines as reported by Mikohn in its
financial statements are net of such amounts paid to IGT.
In September, 1998, the Company acquired PGI and two of its distributors.
With these acquisitions, the Company gained the rights to Caribbean Stud(R),
Caribbean Draw(TM) and Progressive Blackjack(TM). Each of these games has an
optional side-bet feature. We expect our player-appealing signs to help bring
the same excitement to the table games business that they have added to the
gaming machine business.
As the Company has realigned the reporting of its business units, certain
items of prior year revenue and expense have been reclassified to follow the
Company's current reporting practice. Additionally, all intercompany activity
has been eliminated. Amounts reported in prior years have been adjusted to be
consistent with the Company's current reporting of intercompany activity. All
amounts reported in this section are rounded to the nearest thousand unless
otherwise stated. All percentages reported are based on those rounded numbers.
See Note 20 - Segment Reporting of the Notes to Consolidated Financial
Statements for a description of the Company's business operations.
RESULTS OF OPERATIONS
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
- ---------------------------------------------------------------------
SALES
<TABLE>
<CAPTION>
Change
-------------------------------
Business Segment 1999 1998 Amount % Comment
- ------------------------------ ------------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Signs $ 46,278 $50,840 $(4,562) -9.0% 1
Gaming products 33,541 36,216 (2,675) -7.4% 2
Gaming operations 27,065 11,976 15,089 126.0% 3
-------- -------- -------
$106,884 $99,032 $ 7,852 7.9%
======== ======= =======
Percentage of total revenues:
Signs 43.3% 51.3%
Gaming products 31.4% 36.6%
Gaming operations 25.3% 12.1%
-------- -------
100.0% 100.0%
======== =======
</TABLE>
1. The net decrease of $4,562 between the comparable periods is due to: (i) a
decrease in domestic interior visual display revenue of $2,502, (ii) a
decrease in exterior sign revenue of $3,472, (iii) a decrease in service
revenue of $123, (iv) an offsetting increase in slot glass revenue of
$1,048 and (v) an offsetting increase in international interior visual
display revenue of $487.
28
<PAGE>
2. The net decrease of $2,675 between the comparable periods is primarily due
to: (i) a decrease in electronics revenue of $677, (ii) a decrease slot
machine sales revenue of $2,010, and (iii) increases in domestic and
international systems revenue of $373 and $346, respectively. The decrease
in electronics revenue is due to lower sales volume to OEM's (Original
Equipment Manufacturer) and lower sales levels for surveillance and
security equipment. The decrease in slot machine sales revenue is due to
lower sales of our MiniBertha(TM) slot machine game. Increases in systems
revenue are due primarily to increased sales of our CasinoLink(TM) system
in international markets and the introduction of our TableLink(TM) system
in the United States.
3. The increase of $15,089 between the comparable periods is due to: (i) an
increase in leased or participation based slot machine revenue of $1,637,
(ii) an increase in table game lease revenue of $10,283, and (iii) an
increase in table game patent licensing revenue and other licensing revenue
of $3,169. The increase in leased or participation based slot machine
revenue resulted primarily from the full year impact of the number of
MoneyTime(TM) slot machines in place at the end of 1998. The increase in
table game revenue is the direct result of full year impact of the
Company's acquisitions of PGI and P&S Leasing on September 2, 1998 ("PGI
Acquisitions") on the current year results. The increase in table game
patent licensing and other licensing revenue is primarily due to the recent
litigation settlement with Shuffle Master.
GROSS PROFIT
<TABLE>
<CAPTION>
Change
------
Business Segment 1999 1998 Amount % Comment
---------------- ---- ---- ------ - -------
<S> <C> <C> <C> <C> <C>
Gross profit:
Signs $15,610 $14,723 $ 887 6.0% 1
Gaming products 12,571 13,992 (1,421) -10.2% 2
Gaming operations 23,857 10,154 13,703 135.0% 3
------- ------- -------
Total $52,038 $38,869 $13,169 33.9%
======= ======= =======
Gross profit margin:
Signs 33.7% 29.0%
Gaming products 37.5% 38.6%
Gaming operations 88.1% 84.8%
Total 48.7% 39.2%
</TABLE>
1. This increase of $887 is due to: (i) a decrease in gross profit levels in
domestic interior visual displays and exterior signs of $502 and $625,
respectively, (ii) an increase in decrease in gross profit levels in
domestic slot glass gross profit of $687, (iii) an increase interior visual
displays and exterior signs of in service gross profit of $744 and (iv) an
increase in international interior visual display gross profit of $583. The
decrease in domestic interior visual display gross profit and exterior sign
gross profit is primarily due to the decrease in volume between the periods.
The increase in slot glass gross profit is the result of increased revenues
and gross margins. The gross profit margin on slot glass revenue increased
from 29.7% for the year ended December 31, 1998 to 46.2% for the year ended
December 31, 1999. Profit margins on service revenue increased from 14.4%
for the year ended December 31, 1998 to 28.1% for the year ended December
31, 1999. Increases in international interior visual display gross profit
resulted from both increases in revenue and gross margins. International
interior sign margins increased from 31.3% for the year ended December 31,
1998 to 37.1% for the year ended December 31, 1999.
29
<PAGE>
2. This decrease of $1,421 is primarily due to: (i) a decrease in slot sales
gross profit of $928, (ii) a decrease in domestic electronics gross profit
of $1,153, (iii) an increase in domestic systems gross profit of $845 and
(iv) a decrease in international systems gross profit of $387. The decrease
in slot sales gross profit is the result of lower sales volume during the
current period as well as a lower gross profit rate. The gross profit rate
on slot sales decreased from 32.7% for the 12 months ended December 31, 1998
to 25.8% for the year ended December 31, 1999. The decrease in domestic
electronics gross profit is also due to lower sales volume combined with a
decreased gross profit rate. Domestic electronic gross profit margins
decreased from 51.2% for the 12 months ended December 31, 1998 to 48.7% for
the year ended December 31, 1999. The increase in domestic and international
systems gross profit is predominantly due to the increased sales volume
during the most recent 12 month period.
3. This increase of $13,703 is due to: (i) an increase in leased or
participation based slot machine gross profit of $1,322, (ii) an increase in
table games gross profit of $9,212 and (iii) an increase in table game
patent licensing and other licensing gross profit of $3,169. The increase in
leased or participation based slot machine gross profit is predominantly due
to the increased number of MoneyTime(TM) slot machine games in place during
the year ended December 31, 1999. The increase in table games profit is due
to the full year impact of the "PGI Acquisitions" of September 2, 1998 on
the current year. The increase in table game patent licensing gross profit
resulted from the recent litigation settlement with Shuffle Master. See Note
13 - Deferred License Fees of the Notes to Consolidated Financial Statements
for a discussion of the Shuffle Master settlement.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the year ended December 31,
1999, increased by 7% or $2,668, from $38,837 for the year ended December 31,
1998, to $41,505 for the year ended December 31, 1999. The significant factors
causing this increase were as follows:
Selling and marketing expenses for the year ended December 31, 1999,
decreased by 1% or $184, from $14,672 for the year ended December 31, 1998, to
$14,488 for the year ended December 31, 1999.
General and administrative expenses for the year ended December 31, 1999
increased by 2% or $215, from $11,901 for the year ended December 31, 1998 to
$12,116 for the year ended December 31, 1999.
Research and development expenses for the year ended December 31, 1999,
increased by 9% or $475, from $5,538 for the year ended December 31, 1998, to
$6,013 for the year ended December 31, 1999. This increase is due to increased
expenses for the development of new games and increased expenses related to the
further development of our TableLink(TM) product line.
For the year ended December 31, 1999, we capitalized certain costs related
to software development of new products that have achieved technological
feasibility. Capitalized software development costs recorded during the year
ended December 31, 1999 increased by 8% or $37, from $437 for the year ended
December 31, 1998, to $474 for the year ended December 31, 1999. For the year
ended December 31, 1999 we recognized amortization expense related to these
costs of $220. At December 31, 1999, the net book value of capitalized software
development costs totaled $1,307.
Depreciation expense for the year ended December 31, 1999, increased by 28% or
$1,137, from
30
<PAGE>
$4,091 for the year ended December 31, 1998, to $5,228 for the year ended
December 31, 1999. This increase is the result of increased depreciation
associated with our capitalized recurring revenue games and increased
depreciation related to the "PGI Acquisitions".
Amortization expense for the year ended December 31, 1999, increased by 39% or
$1,025, from $2,635 for the year ended December 31, 1998, to $3,660 for the year
ended December 31, 1999. This increase is primarily due to increased goodwill
amortization related to the "PGI Acquisitions" as well as increased depreciation
from the increased number of slot machines and table games on lease or
participation agreement.
INTEREST EXPENSE
Interest expense for the year ended December 31, 1999, increased by 73% or
$3,735, from $5,115 for the year ended December 31, 1998, to $8,850 for the year
ended December 31, 1999. This increase is predominantly due to the full year
effect of the increased debt associated with our debt refinancing and "PGI
Acquisitions" of September 2, 1998. The average interest rate on the average
amount of all outstanding debt for the year ended December 31, 1999 was 9.2% as
compared to 9.5% for the year ended December 31, 1998.
WRITE-OFF OF ASSETS AND OTHER
Write-off of assets and other for the year ended December 31, 1999 decreased
by 70% or $3,141, from $4,493 for the year ended December 31, 1998 to $1,352 for
the year ended December 31, 1999. During the fourth quarter of 1999, pursuant to
SFAS No. 121 - Accounting for the Impairment of Long-Lived Assets, to more
--------------------------------------------------
accurately reflect the value of the P&M Coin slot machine product line, we
recorded a write-off of assets of $1,352. These charges included write-offs of
both the investment in the product line as well as prepaid royalties associated
with the product line.
OTHER INCOME AND EXPENSE
For the year ended December 31, 1999, the net of other income and expense
excluding interest income was a net other income increase of $4,986, from a net
expense of $299 for the year ended December 31, 1998 to a net other income of
$4,687 for the year ended December 31, 1999. This net increase is due primarily
to the sale of a 50% interest in Mikohn Australasia to TAB Ltd. in November
1999. (See Note 1 - Organization of the Notes to Consolidated Financial
Statements).
Interest income for the year ended December 31, 1999, decreased by 11% or $46,
from $411 for the year ended December 31, 1998, to $365 for the year ended
December 31, 1999. This increase is due to lower levels of contract receivables
held during 1999 as compared to 1998.
INCOME TAXES
Income taxes from continuing operations for the year ended December 31, 1999,
increased as compared to the year ended December 31, 1998, from a tax benefit of
$3,190 for the year ended December 31, 1998 to a tax provision of $1,635 for the
year ended December 31, 1999. This increase is primarily due to the tax benefits
associated with the non-recurring charges taken during 1998 as well as the pre-
tax operating loss we experienced during the 1998 annual period, neither of
which occurred during the year ended December 31, 1999. The effective tax rate
for the year ended December 31, 1999, was 30.4% as compared to 33.8% for the
year ended December 31, 1998.
31
<PAGE>
EARNINGS (LOSS) PER SHARE
Both basic and diluted earnings per share for the year ended December 31,
1999, were $0.35 on basic and diluted weighted average common shares outstanding
of 10,720 and 10,784, respectively. For the year ended December 31, 1998, basic
and diluted (losses) per share were $(0.76) on basic and diluted weighted
average common shares outstanding of 10,527 and 10,527, respectively.
RESULTS OF OPERATIONS
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
- ---------------------------------------------------------------------
SALES
<TABLE>
<CAPTION>
Change
------
Business Segment 1998 1997 Amount % Comment
---------------- ---- ---- ------ - -------
<S> <C> <C> <C> <C> <C>
Revenues:
Signs $50,840 $57,478 $(6,638) -11.5% 1
Gaming products 36,216 35,621 595 1.7% 2
Gaming operations 11,976 5,449 6,527 119.8% 3
-------- ------- -------
$99,032 $98,548 $ 484 0.5%
======== ======= =======
Percentage of total revenues:
Signs 51.3% 58.3%
Gaming products 36.6% 36.2%
Gaming operations 12.1% 5.5%
-------- -------
100.0% 100.0%
======== =======
</TABLE>
1. This decrease is due primarily to: (i) reduced domestic sign sales of $5,478
as a result of fewer major casino openings and significant refurbishment
projects as compared to 1997, (ii) reduced international sign sales of
$2,628 as a result of regulatory and market conditions in Australia and
(iii) increased exterior sign sales of $1,950.
2. This increase is related to increased sales of slot management systems which
were partially offset by lower Mini-Bertha(TM) sales.
3. This increase is due to: (i) the inclusion of four months results of PGI and
P&S Leasing following their acquisition by the Company and (ii) the roll-out
of the Company's MoneyTime(TM) slot bonusing system.
32
<PAGE>
GROSS PROFIT
<TABLE>
<CAPTION>
Change
------
Business Segment 1998 1997 Amount % Comment
---------------- ---- ---- ------ - -------
<S> <C> <C> <C> <C> <C>
Gross profit:
Signs $14,723 $17,741 $(3,018) -17.0% 1
Gaming products 13,992 15,129 (1,137) -7.5% 2
Gaming operations 10,154 4,478 5,676 126.8% 3
------- ------- -------
Total $38,869 $37,348 $ 1,521 4.1%
======= ======= =======
Gross profit margin:
Signs 29.0% 30.9%
Gaming products 38.6% 42.5%
Gaming operations 84.8% 82.2%
Total 39.2% 37.9%
</TABLE>
1. This decrease is due to lower interior sign sales volume and lower margins on
several large casino projects during 1998.
2. This decrease is due to (i) lower gross profit from the Company's
surveillance and security division, (ii) decreased sales and related profits
for the Company's slot machines and (iv) increased inventory reserves.
Offsetting what would have been a larger unfavorable variance were increased
sales of the Company's system products.
3. This increase is due to the higher gross margins associated with increased
sales volume from the Company's MoneyTime(TM) system and the inclusion of
four months of results of PGI and P&S Leasing.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the year ended December 31,
1998, increased by 25% or $7,764, from $31,073 for the year ended December 31,
1997, to $38,837 for the year ended December 31, 1998. The significant factors
causing this increase were as follows:
Selling, product development and marketing expenses for the year ended
December 31, 1998, increased by 17% or $2,107, from $12,565 for the year ended
December 31, 1997, to $14,672 for the year ended December 31, 1998.
Individually, these departmental expenses increased by $368, $1,138 and $601,
respectively. These increases were due primarily to (i) increased marketing
expenses associated with the roll-out of the Company's MoneyTime(TM) system and
(ii) the full expansion of the product development and management unit within
the Company to bring new products to market on a more timely basis.
General and administrative expenses for the year ended December 31, 1998
increased by 15% or $1,563, from $10,338 for the year ended December 31, 1997 to
$11,901 for the year ended December 31, 1998. This increase is due mostly to an
accounts receivable reserve charge of $1,400 taken during the third quarter of
1998. This additional reserve was taken to provide a greater measure of
protection from the occurrence of bad debts and as well to more closely match
the higher levels of accounts receivable and contract receivables at the year
end.
33
<PAGE>
Research and development expenses for the year ended December 31, 1998,
increased by 44% or $1,682, from $3,856 for the year ended December 31, 1997, to
$5,538 for the year ended December 31, 1998. This increase reflects (i)
increased expenses for the development of new games and (ii) increased expenses
related to the further development of the Company's CasinoLink(TM) product line.
For the year ended December 31, 1998, the Company capitalized certain costs
related to software development of new products that have achieved technological
feasibility. Capitalized software development costs for the year ended December
31, 1998 decreased by 38% or $272, from $709 for the year ended December 31,
1997, to $437 for the year ended December 31, 1998. For the year ended December
31, 1998 the Company recognized amortization expense related to these costs of
$93. At December 31, 1998, the net book value of capitalized software
development costs totaled $1,053.
Depreciation expense for the year ended December 31, 1998, increased by 47% or
$1,307, from $2,784 for the year ended December 31, 1997, to $4,091 for the year
ended December 31, 1998. This increase is primarily the result of (i) increased
depreciation associated with the Company's capitalized recurring revenue games
and (ii) increased depreciation related to the acquisition of PGI.
Amortization expense for the year ended December 31, 1998, increased by 72% or
$1,105, from $1,530 for the year ended December 31, 1997, to $2,635 for the year
ended December 31, 1998. This increase is primarily due to increased goodwill
amortization related to the acquisitions of PGI and P&S Leasing.
INTEREST EXPENSE
Interest expense for the year ended December 31, 1998, increased by 100% or
$2,560, from $2,555 for the year ended December 31, 1997, to $5,115 for the year
ended December 31, 1998. This increase is due to (i) the full year effect of the
increased debt associated with the Company's debt refinancing of October 1997
and (ii) the increased debt related to the acquisitions of PGI and P&S Leasing.
The average interest rate on the average amount of all outstanding debt for the
year ended December 31, 1998 was 9.5% as compared to 9.3% for the year ended
December 31, 1997.
WRITE-OFF OF ASSETS AND OTHER
For the year ended December 31, 1998, the Company incurred several non-
recurring charges that amounted to $4,493. These charges mainly consisted of (i)
the write-off of expenses related to the Company's debt refinancing and
acquisitions of September 2, 1998 in the amount of $711, (ii) the write-off of
certain goodwill amounts associated with the Company's surveillance and security
division in the amount of $1,500, (iii) management reorganization expenses in
the amount of $736, (iv) the write-off of certain non-compete agreements in the
amount of $739, (v) reserves for the closure of the Company's manufacturing
facility in Rapid City, South Dakota in the amount of $500 and (vi) other items
in the amount of $307.
OTHER INCOME AND EXPENSE
For the year ended December 31, 1998, the net of other income and expense
activity was a net expense decrease of 7% or $23, from a net expense of $322 for
the year ended December 31, 1997 to a net expense of $299 for the year ended
December 31, 1998.
Interest income for the year ended December 31, 1998, increased by 23% or $78,
from $333 for
34
<PAGE>
the year ended December 31, 1997, to $411 for the year ended December 31, 1998.
This increase is due entirely to the increased levels of contract receivables
held during 1998 as compared to 1997.
INCOME TAXES
Income taxes from continuing operations for the year ended December 31, 1998,
decreased as compared to the year ended December 31, 1997, from a tax provision
of $1,357 for the year ended December 31, 1997 to a tax benefit of $3,190 for
the year ended December 31, 1998. This decrease is primarily due to the tax
benefits associated with the non-recurring charges taken during 1998 and the
pre-tax loss the Company experienced during the 1998 annual period. The
effective tax rate, after add-backs and adjustments, for the year ended December
31, 1998, was 33.8% as compared to 36.4% for the year ended December 31, 1997.
EXTRAORDINARY ITEM
For the year ended December 31, 1998 the Company recorded an extraordinary
loss on the early extinguishment of debt in the amount of $2,662. The associated
tax benefit of $910 was offset to arrive at the net extraordinary loss of
$1,752. These charges were related to the debt refinancing in September 1998.
EARNINGS (LOSS) PER SHARE
Both basic and diluted earnings (loss) per share for the year ended December
31, 1998, were $(0.76) on basic and diluted weighted average common shares
outstanding of 10,527 and 10,527, respectively. For the year ended December 31,
1997, basic and diluted earnings (loss) per share were $0.24 and $0.24 on basic
and diluted weighted average common shares outstanding of 9,952 and 10,057,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 1999, we earned net income of $3,748. Net cash
provided by operating activities for the period was $7,148. The principal
balance sheet items impacting the cash provided by operating activities were:
(i) an increase in inventory of $4,530, (ii) an increase in prepaid expenses and
other assets of $1,885, (iii) an decrease in customer deposits of $934 and (iv)
a decrease in accrued and other current liabilities of $1,498. The principal
balance sheet items providing cash were: (i) a decrease in trade accounts
receivable of $1,437 and (ii) an increase in trade accounts payable of $3,599.
Although the principal causes of the these changes result from normal operating
activities, changes in assets and liabilities were also impacted during 1999 by
the divestiture of a 50% interest in our Mikohn Australasia subsidiary.
Net cash used in investing activities totaled to $10,210 for the year ended
December 31, 1999 and consists primarily of: (i) purchases of property, plant
and equipment of $3,170, which includes the purchase of the Mikohn Lighting and
Sign manufacturing facility, Year 2000 computer and software purchases, and
maintenance capital expenditures, (ii) gaming equipment leased to customers of
$5,804, which represents the roll out of the Yahtzee(R) slot machine game and
various table games and (iii) an increase in intangibles of $2,119.
35
<PAGE>
Net cash used in financing activities totaled $622 for the year ended December
31, 1999 and consists primarily of: (i) the net activity of our revolver loan
and (ii) the refinancing of the debt incurred in acquiring the Mikohn Lighting
and Sign production facility.
Cash balances at December 31, 1999 were $48, down from $3,732 for the year
ended December 31, 1998. We expect that cash provided by operating activities,
as well as our ability to increase the revolver loan by an additional $5,000 and
our ability to obtain other financing allowed under the Amended and Restated
Credit Agreement will be sufficient to meet our cash requirements for the near
future.
On September 2, 1998, the Company completed the closing of an Amended and
Restated Credit Agreement. This package was funded by First Source Financial LLP
and a consortium of lenders and consisted of a $13,500 fixed rate term loan; a
$67,500 variable rate term loan; and a $5,000 variable rate revolving line of
credit. The proceeds of this placement were used to acquire the stock of PGI and
P&S Leasing as well as to provide additional working capital. First Source
Financial LLP is acting as the lenders' agent for this transaction. The term
loans will begin maturing in April 2002, with equal 16.7% principal repayments
due every six months until complete maturity on October 24, 2004. As of the date
of this filing, the Company has borrowed $4,700 of the funds available under the
revolving line of credit and has $300 available under this line. For a full
description of the new credit facility, see Note 12 - Long-Term Debt and Note 21
- - Subsequent Events to the Notes to Consolidated Financial Statements.
YEAR 2000
The approach of the year 2000 posed potential problems for businesses
utilizing computers or embedded technology (such as micro controllers) in their
operations. Many computer programs and systems operating machinery and
equipment are date sensitive and only recognized the last two digits of the year
and thus might only recognize the year 2000 as the year 1900 or not at all. This
problem is commonly described as the "Year 2000 Issue" or Y2K and it had the
potential to produce errors in information and system failures. Assessments of
the potential cost and effect of the Year 2000 Issue varied significantly among
businesses. Recognizing this uncertainty, management made a comprehensive
assessment of the Company's exposure to the Year 2000 Issue and what was
required to ensure that the Company was Year 2000 compliant.
The Company incurred no major interruptions in either the products and
services provided to its customers nor in its software applications, embedded
software or hardware utilized in operations and financial statements as related
to Y2K.
The Company incurred total costs to achieve Year 2000 compliance on its
internal software and systems of $289 of which $245 was capitalized as part of
the Company's internally used software upgrade program, the remaining $44 was
expensed.
The Company incurred $1,340 in costs for efforts associated with achieving
compliance with the products that it manufactures, markets, distributes or
otherwise sells to its customers. Of this, $1,270 was capitalized in accordance
with the Company's capitalization of costs related to the Company's Caribbean
Stud(R) product line. The costs associated with the Year 2000 Issue upgrade of
the Company's Caribbean Stud(R) product line will be charged back to the
previous owner under the terms and conditions of the Stock Purchase Agreement
between Mikohn and PGI and as such, were charged to goodwill in August 1999.
The remaining $147 of costs are related to the Company's CasinoLink(TM) product
line and were expensed as incurred.
36
<PAGE>
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133 - Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 standardizes the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts. Under the standard, entities are required to carry all
derivative instruments in the statement of financial position at fair value.
SFAS 133 is effective for all fiscal years beginning after June 15, 2000, which
for the Company will be the year beginning on January 1, 2001. Although the
Company does not believe SFAS 133 will have a material impact on its
consolidated financial statements, because of the complexity of SFAS 133, the
ultimate impact of its adoption has not yet been determined.
37
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
MARKET RISK
Foreign Currency Risk
There are two types of foreign currency exchange risks that a firm may be
subject to: transaction and translation gains or losses. Foreign currency
transaction gains or losses are distinguished from translation gain or losses as
follows: Translation adjustments do not involve the movement of cash. They are
accounting conversion calculations of an existing non-functional currency to a
functional currency. Transaction gain or losses, however, are based on an actual
transaction that requires formal payment at a future point in time.
The Company is subject to foreign currency exchange risk relating to the
translation of the Company's foreign subsidiaries' asset, liability, income and
expense accounts. The Company's foreign subsidiaries use the local currency as
their functional currency. The assets and liabilities of these subsidiaries are
translated into U.S. dollars at the rate of exchange at the end of the period.
The income and expense accounts are translated using the average rate of
exchange during the period. Due to the long-term nature of the Company's
investment in its foreign operations, 80% of the Company's translation
adjustments are reflected as a separate component of stockholders' equity, the
remaining amount is recognized in the Company's Consolidated Statement of
Operations. Although the Company does not regularly incur, nor are the amounts
material, gains or losses of specific foreign currency transactions would be
reflected in the Company's Consolidated Statement of Operations. The Company has
established a foreign currency translation hedging program that will use either
forward or option contracts to hedge the Company's risk of translation
adjustments when it is deemed appropriate. At the year ended December 31, 1999,
the Company did not have any forwards, options or other derivative contracts in
force. The Company does not consider its existing foreign currency translation
exposure to be material. Management estimates that unfavorable changes of 10%
in the foreign currency exchange rates between the U.S. dollar and the Dutch
guilder, as well as the U.S dollar and the Australian dollar, would adversely
impact the Company's stockholders' equity account by $225 and the Company's pre-
tax income by $56.
Interest Rate Risk
The Company has exposure to the fluctuation of market interest rates on
portions of its long term debt. The Company has $67,500 of long term debt (see
Note 12 - Long-Term Debt of the Notes to Consolidated Financial Statements) that
bears interest at either the prime rate plus 225 basis points or LIBOR plus 325
basis points per annum. In addition, the Company has $1,400 of revolving debt
(see Note 12 - Long-Term Debt of the Notes to Consolidated Financial Statements)
that bears interest at either prime plus 175 basis points or LIBOR plus 275
basis points per annum. The Company periodically reviews its interest rate
exposure on its long-term debt and, as market conditions warrant, the Company
may enter into interest rate cap or swap agreements in order to manage this
exposure. As of the year ended December 31, 1999, the Company did not have any
agreements in force and does not consider its existing interest rate exposure to
be material. Management estimates that a 10% increase in interest rates,
specifically the prime rate and the LIBOR rate, would unfavorably impact the
Company's pre-tax income by $645.
38
<PAGE>
Item 8. Consolidated Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<S> <C>
Independent Auditors' Report........................................................................................ 40
Consolidated Balance Sheets as of December 31, 1999 and 1998........................................................ 41
Consolidated Statements of Operations for the Years Ended December 31, 1999, 1998 and 1997.......................... 42
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 1999, 1998 and 1997......... 43
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1999, 1998 and 1997..... 44
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997.......................... 45
Notes to Consolidated Financial Statements.......................................................................... 47
Quarterly Results of Operations (Unaudited)......................................................................... 71
</TABLE>
All other schedules are omitted because of the absence of conditions under
which they are required or because the information is included in the financial
statements or the notes thereto.
39
<PAGE>
INDEPENDENT AUDITORS' REPORT
Mikohn Gaming Corporation:
We have audited the accompanying consolidated balance sheets of Mikohn Gaming
Corporation and Subsidiaries (the "Company") as of December 31, 1999 and 1998,
and the related consolidated statements of operations, comprehensive income
(loss), changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1999 and
1998, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 26, 2000 (March 2, 2000 as to the
first paragraph of Note 21;
April 7, 2000 as to the
second paragraph of Note 21)
40
<PAGE>
<TABLE>
<CAPTION>
MIKOHN GAMING CORPORATION
CONSOLIDATED BALANCE SHEETS
as of December 31, 1999 and 1998
(Amounts in thousands except per share amounts)
1999 1998
ASSETS ---- ----
------ <C> <C>
<S>
Current assets:
Cash and cash equivalents $ 48 $ 3,732
Accounts receivable, net 30,447 28,641
Notes receivable-related parties - current 2,144
Installment sales receivable - current 1,030 1,387
Inventories, net 26,793 25,251
Prepaid expenses 4,582 4,611
Assets held for sale 781
Deferred tax asset - current 1,420 884
-------- --------
Total current assets 67,245 64,506
Notes receivable-related parties - non-current 150 142
Installment sales receivable - non-current 865 860
Property and equipment, net 25,385 22,625
Intangible assets 16,810 13,651
Goodwill 40,208 39,916
Other assets 8,423 8,453
Deferred tax asset - non-current 2,914 3,079
-------- --------
Total assets $162,000 $153,232
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of long-term debt and notes payable $ 1,436 $ 2,122
Trade accounts payable 11,615 9,098
Customer deposits 3,600 4,675
Accrued and other current liabilities 6,743 5,729
Deferred license fees - current 451
-------- --------
Total current liabilities 23,845 21,624
-------- --------
Long-term debt, net of current portion 85,417 84,881
-------- --------
Deferred license fees - noncurrent 1,806
-------- --------
Commitments and contingencies (See Note 14)
Stockholders' equity:
Preferred stock, $.10 par value, 5,000 shares authorized,
none issued and outstanding
Common stock, $.10 par value, 20,000 shares authorized,
10,799 and 10,681 shares issued and outstanding 1,080 1,068
Additional paid-in capital 53,350 52,983
Notes receivable from stockholders (1,251) (1,365)
Foreign currency translation (597) (1,018)
Accumulated deficit (1,422) (4,713)
-------- --------
Subtotal 51,160 46,955
-------- --------
Less treasury stock, 19 shares, at cost (228) (228)
Total stockholders' equity 50,932 46,727
-------- --------
Total liabilities and stockholders' equity $162,000 $153,232
======== ========
</TABLE>
See notes to consolidated financial statements
41
<PAGE>
MIKOHN GAMING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
(Amounts in thousands except per share
amounts) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Sales $106,884 $99,032 $98,548
Cost of sales 54,846 60,163 61,200
-------- ------- -------
Gross profit 52,038 38,869 37,348
Selling, general and administrative expenses 41,505 38,837 31,073
Write-off of assets and other 1,352 4,493
-------- ------- -------
Operating income (loss) 9,181 (4,461) 6,275
Interest expense (8,850) (5,115) (2,555)
Other income and (expense) 5,052 112 11
-------- ------- -------
Income (loss) before income tax (provision)
benefit 5,383 (9,464) 3,731
Income tax (provision) benefit (1,635) 3,190 (1,357)
-------- ------- -------
Income (loss) from continuing operations
before extraordinary item 3,748 (6,274) 2,374
-------- ------- -------
Extraordinary item:
Loss on early extinguishment of debt (2,662)
Tax benefit 910
-------- ------- -------
Extraordinary loss (1,752)
-------- ------- -------
Net income (loss) $ 3,748 $(8,026) $ 2,374
======== ======= =======
Weighted average common shares:
Basic 10,720 10,527 9,952
======== ======= =======
Diluted 10,784 10,527 10,057
======== ======= =======
Earnings per share information:
Basic:
Income (loss) from continuing operations
before extraordinary item $ 0.35 $(0.60) $ 0.24
Extraordinary loss (0.16)
-------- ------- -------
Basic $ 0.35 $(0.76) $ 0.24
======== ======= =======
Diluted:
Income (loss) from continuing operations
before extraordinary item $ 0.35 $(0.60) $ 0.24
Extraordinary loss (0.16)
-------- ------- -------
Diluted $ 0.35 $(0.76) $ 0.24
======== ======= =======
</TABLE>
See notes to consolidated financial statements
42
<PAGE>
MIKOHN GAMING CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
(Amounts in thousands)
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net income (loss) $3,748 $(8,026) $2,374
Comprehensive loss -
Foreign currency translations (36) (192) (656)
------ ------- ------
Total comprehensive income (loss) $3,712 $(8,218) $1,718
====== ======= ======
</TABLE>
See notes to consolidated financial statements
43
<PAGE>
MIKOHN GAMING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
(Amounts in thousands) Notes
Common Stock Additional Receivable
--------------------- Paid-in from
Shares Amount Capital Stockholders
------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 9,894 $ 990 $48,436 $
Issuance of treasury stock 6
Issuance of common stock 344 34 1,927 (1,453)
Stock options exercised 12 1 54
IRC Section 422 disqualifying
disposition on stock options
exercised 133
Employee stock purchase plan 29 3 186
Treasury stock reacquired (20)
Net income
Translation adjustments
--------- ------ ------- -------
Balance, December 31, 1997 10,265 1,028 50,736 (1,453)
Issuance of common stock 172 17 1,263
Stock options exercised 176 18 734
Employee stock purchase plan 69 7 362
Cancellation of common stock (20) (2) (112) 88
Net loss
Translation adjustments
--------- ------ ------- -------
Balance, December 31, 1998 10,662 1,068 52,983 (1,365)
Stock options exercised 27 3 103
Employee stock purchase plan 111 11 376
Cancellation of common stock (20) (2) (112) 114
Net income
Translation adjustments
Disposition of cost basis
subsidiary to 50% equity basis
owned affiliate
--------- ------ ------- -------
Balance, December 31, 1999 10,780 $1,080 $53,350 $(1,251)
========= ====== ======= =======
(Amounts in thousands) Foreign
Currency
Accumulated Treasury Translation
Deficit Stock Adjustment Total
------------ --------- ----------- ---------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 $ 939 $ (51) $ (170) $50,144
Issuance of treasury stock 26 26
Issuance of common stock 508
Stock options exercised (3) 52
IRC Section 422 disqualifying
disposition on stock options
exercised 133
Employee stock purchase plan 189
Treasury stock reacquired (200) (200)
Net income 2,374 2,374
Translation adjustments (656) (656)
------- ----- ------- -------
Balance, December 31, 1997 3,313 (228) (826) 52,570
Issuance of common stock 1,280
Stock options exercised 752
Employee stock purchase plan 369
Cancellation of common stock (26)
Net loss (8,026) (8,026)
Translation adjustments (192) (192)
------- ----- ------- -------
Balance, December 31, 1998 (4,713) (228) (1,018) 46,727
Stock options exercised 106
Employee stock purchase plan 387
Cancellation of common stock
Net income 3,748 3,748
Translation adjustments (36) (36)
Disposition of cost basis
subsidiary to 50% equity basis
owned affiliate (457) 457
------- ----- ------- -------
Balance, December 31, 1999 $(1,422) $(228) $ (597) $50,932
======= ===== ======= =======
</TABLE>
See notes to consolidated financial statements
44
<PAGE>
MIKOHN GAMING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
(Amounts in thousands) 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,748 $ (8,026) $ 2,374
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation 5,228 4,091 2,784
Amortization 3,660 2,635 1,530
Write-off of assets 1,352 3,022
Provision for bad debts 522 392 (608)
Reserve for obsolete inventory 836 304 200
Change in exchange rate variance (36) (192) (656)
Extraordinary loss, net of tax 1,752
Gain on sale of subsidiary (4,332)
Changes in assets and liabilities:
Accounts receivable 1,437 (6,591) 3,717
Installment sales receivable 352 (186) (682)
Inventories (4,530) (211) (2,532)
Prepaid expenses and other assets (1,885) (5,538) (3,032)
Trade accounts payable 3,599 2,226 (482)
Accrued and other current liabilities (1,498) 410 547
Customer deposits (934) 1,171 (3,062)
Deferred licenses payable
Deferred taxes (371) (3,651) 700
---------- ---------- ----------
Net cash provided by (used in) operating activities 7,148 (8,392) 798
---------- ---------- ----------
Cash flows from investing activities:
Purchase of business operations (39,147)
Purchase of property and equipment (3,170) (5,166) (1,000)
Gaming equipment leased to others (5,804) (5,630) (1,919)
Proceeds from sales of property and equipment 897 35 27
Proceeds from note receivable, sale of subsidiary 471
Cash retained by former subsidiary upon sale (485)
Increase in intangible assets (2,119) (2,016) (2,890)
---------- ---------- ----------
Net cash used in investing activities (10,210) (51,924) (5,782)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt and notes payable 6,072 57,050 31,100
Principal payments on notes payable and long-term debt (7,187) (273) (23,593)
Proceeds from sale of common stock 493 2,375 778
Purchases of treasury stock (203)
---------- ---------- ----------
Net cash provided by (used in) financing activities (622) 59,152 8,082
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents (3,684) (1,164) 3,098
Cash and cash equivalents, beginning of period 3,732 4,896 1,798
---------- ---------- ----------
Cash and cash equivalents, end of period $ 48 $ 3,732 $ 4,896
========== ========== ==========
</TABLE>
Continued
45
<PAGE>
MIKOHN GAMING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Supplemental disclosure of cash flows information:
Cash paid (received) during the year for:
Interest $8,832 $4,959 $2,452
====== ====== ======
State and federal taxes $ 161 $ 218 $ 922
====== ====== ======
Supplemental schedule of non-cash investing
and financing activities:
Issuance of stock in exchange for assets $ 392
====== ====== ======
IRC Section 422 disqualifying disposition on
stock options exercised $ 133
====== ====== ======
Issuance of stock in exchange for intellectual
technology $1,000
====== ====== ======
Acquisition of Progressive Games, Inc. (PGI):
Assets acquired $6,013
====== ====== ======
Liabilities assumed $3,149
====== ====== ======
Acquisition of P&S Leasing:
Assets acquired $ 28
====== ====== ======
Goodwill accrual for PGI and P&S Leasing $2,627
====== ====== ======
Reclassify property held for sale $ 781
====== ====== ======
Australian foreign currency translation $ 457
====== ====== ======
Property and equipment acquired through capital lease $1,060
====== ====== ======
Deferred license fees $2,257
====== ====== ======
Cancellation of note receivable from stockholder $ 114
====== ====== ======
Net investment in subsidiary converted to note receivable
upon sale $ 557
====== ====== ======
</TABLE>
See notes to consolidated financial statements
46
<PAGE>
MIKOHN GAMING CORPORATION
Notes to Consolidated Financial Statements
Note: All amounts (dollars and numbers) reported in the Notes to Consolidated
Financial Statements are rounded to the nearest thousand unless otherwise
specified.
1. ORGANIZATION
In this report, you will see your company referred to as "Mikohn," "Company"
and often simply as "we" or "our". These terms are used interchangeably, and
unless otherwise noted, they include domestic and foreign subsidiaries, whether
wholly or partially owned. The Company was formed in 1986 to develop,
manufacture and distribute technologically advanced progressive jackpot systems
for use with gaming machines. In 1993 the Company consummated an initial public
offering of 3,450 shares of its Common Stock at $15.00 per share (the
"Offering") which represented approximately 35.4% of the Company's outstanding
Common Stock after giving effect to the 1993 acquisitions described below. Net
proceeds to the Company after underwriting discounts and commissions and other
offering costs were $46,666. Stockholders of Mikohn prior to the initial public
offering owned a total of 3,125 shares of Common Stock.
At the close of business on November 28, 1993, the Company merged with
Casino Signs North, Inc. (and its affiliate A&D Sign Manufacturing, Inc.) and
Peterson Sign Art, Inc. (the "Merger"). The stockholders of Casino Signs North,
Inc. and Peterson Sign Art, Inc. each received 1,562.5 shares of Common Stock,
or a combined total of 3,125 shares. Such acquisitions through merger were
accounted for by the purchase method and valued at historical cost. In
connection with the Merger, the stockholders of Mikohn, Casino Signs North, Inc.
and Peterson Sign Art, Inc. received distributions $4.9 million of previously
taxed undistributed income through the date of the Merger in connection with the
termination of the Subchapter S corporation status of those companies.
Concurrently with the closing of the Merger, the Company purchased the
principal operating assets of Casino Signs, Inc. and its affiliate, Casino
Products (collectively "Casino Signs") for approximately $13.4 million, and
Current Technology Systems, Inc. for approximately $4.2 million. In each case
the consideration paid included ten-year worldwide covenants not to compete from
the companies and their principals.
In April 1994, the Company acquired Casino Signs Pty Limited and its
affiliate, Club Casino Products Pty Limited, companies based in Sydney,
Australia, through the issuance of 42 shares of the Company's Common Stock. The
acquisition was accounted for by the purchase method.
In September 1994, the Company merged with Trans Sierra Communications, Inc.
("Trans Sierra"), a producer of high performance surveillance, security and
communications systems, through the issuance of 251 shares of the Company's
treasury stock which had been purchased by the Company at a cost of
approximately $3,198. The acquisition of Trans Sierra was accounted for by the
purchase method. In 1995, 20 shares of the Company's Common Stock issued in
connection with the merger with Trans Sierra were returned to the Company as a
result of Trans Sierra's operations not achieving targeted sales levels for the
year then ended. Such shares were recorded as treasury stock at a cost of $201
and were canceled.
In November 1994, Casino Excitement, Inc. ("CEI"), a wholly owned subsidiary
of the Company, completed the first step of a plan to acquire the business
operations of a group of companies from
47
<PAGE>
John Renton Young (the "JRY Companies") by acquiring the net assets of the JRY
Companies in consideration for the conditional obligation to issue up to 217
shares of the Company's Common Stock (see below) and the assumption of certain
liabilities, including a $500 loan made to the JRY Companies by the Company
prior to November 15, 1994. The liabilities assumed by CEI in this transaction,
net of a deposit in the amount of approximately $781 towards the purchase of
certain real property owned by an affiliate of the JRY Companies, exceeded the
book value of the assets acquired by approximately $129. In addition, the
Company agreed to pay John Renton Young $500 for his ten-year covenant not to
compete.
John Renton Young died in September 1997 and was succeeded by the John
Renton Young Trust (the "Trust"). In December 1998, the Company entered into a
settlement agreement with the Trust consummating the acquisition of the JRY
Companies. The Company paid the Trust $1,916 and in return acquired JRY
Companies and certain real property in Clark County valued at $2,450.
In January 1995, the Company paid $2.0 million for the purchase of certain
inventory and intangible assets from Michael Wichinsky doing business as Games
of Nevada. With exceptions that are immaterial, the assets included all rights
to all games developed by Games of Nevada, including certain patent and
trademark rights to a number of coin operated specialty games.
Also in 1995 the Company consummated the purchase of a slot machine route,
including specialty "Flip-It(TM)" games and other inventory from Mr. Wichinsky.
In return for these assets, the Company paid Mr. Wichinsky $1.5 million in cash
and a promissory note, secured by gaming equipment and slot route rights, in the
principal amount of $4.5 million.
In 1997, the Company consummated the purchase of 49.7% of the stock of
Mikohn South America, SA with the issuance of 5.75 shares of the Company's
Common Stock held in its treasury and a participation in profits of Mikohn South
America, SA net of prior year losses equal to 25% in 1997, 15% in 1998 and 10%
in 1999. With this acquisition the Company became the owner of 99.7% of Mikohn
South America, SA. Also in 1997, the Company entered into an exclusive licensing
agreement with P&M Coin ("P&M") in which it acquired the intellectual rights to
P&M's multi-game touch-screen machines which was written-off in 1999.
In 1998, the Company acquired all of the outstanding stock of Progressive
Games, Inc. ("PGI") the developer of Caribbean Stud(R), for an aggregate cash
consideration of $35,847. Also acquired were the two exclusive distributors of
Caribbean Stud(R) in the major markets of Mississippi and Louisiana, P&S Leasing
Corporation, Inc. and P&S Leasing LLC, (collectively referred to as "P&S
Leasing") for an aggregate cash consideration of $3,300. In addition to these
proprietary games, the assets of PGI include equipment and other physical
property used in the manufacture and distribution of these games. The excess of
the purchase price over the net assets acquired for these acquisitions totaled
$33,115. In 1999, additional goodwill was recorded in the amounts of $2,460 and
$187 in the acquisitions of PGI and P&S Leasing, respectively. These amounts
were for the Year 2000 costs (see Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations) and international tax
withholding issues (see Note 14 - Commitments and Contingencies).
On November 4, 1999, the Company entered into a Share Sale Agreement by
which the Company sold a 50% interest in its Australian subsidiary, Mikohn
Gaming Australasia Pty Limited ("MGA"), to TAB Limited ("TAB") for $4.9 million.
Based in New South Wales, TAB is one of the largest betting organizations in the
world with over 1,500 (actual) betting outlets and revenues of more than $(AUD)
600 million annually. The Australian dollar exchange rate was $0.6560 at
December 31, 1999.
48
<PAGE>
Ancillary to the Share Sale Agreement, the Company entered into a Management
Services Agreement with MGA which provides that the Company will continue
directing the management of MGA so long as MGA operates profitably. The Company
also entered into a System Acquisition and Services Agreement (the "System
Agreement") with TAB which appoints the Company as the exclusive supplier of the
operating system for a wide-area linked progressive jackpot system in New South
Wales, Australia. TAB holds exclusive licenses from the New South Wales
government to install and operate the progressive jackpot system. The hardware
components of the system will be provided at cost. The software will be
licensed to TAB for a recurring license fee of $(AUD) 50.00 per month per device
with a minimum license fee of $(AUD) 1.5 million per year commencing July 1,
2000. The Australian dollar exchange rate was $0.6560 at December 31, 1999.
Under the Share Sale Agreement, the Company was entitled to 100% of the
income of MGA for 1999. Therefore, MGA's income statement is included in the
Company's consolidated statements of operations and cash flows for 1999. In
future years, MGA will be carried on the equity method. However, the MGA balance
sheet has been deconsolidated as of December 31, 1999. In connection with the
above sale, the Company recognized a gain of $4.3 million which is included in
other income in the accompanying consolidated statements of operations.
(See Note 21 - Subsequent Events).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include
----------------------------
the accounts for the Company and all of its majority-owned subsidiaries and are
maintained in accordance with accounting principles generally accepted in the
United States of America. All material intercompany balances have been
eliminated. As the Company disposed of a 50% interest in its Australian
operation at the end of 1999, the Australian operation's income is included in
the consolidated financial statements for the current year. However, the
balance sheet does not include the Australian operation's activity at December
31, 1999.
Cash and Cash Equivalents: Investments which mature within 90 days from the
--------------------------
date of purchase are treated as cash equivalents and are included in cash and
cash equivalents.
Fair Values of Financial Instruments: In accordance with reporting and
-------------------------------------
disclosure requirements of the Statement of Financial Accounting Standards
("SFAS") No. 107 - Disclosures about Fair Values of Financial Instruments, the
Company calculates the fair value of financial instruments and includes this
information in the Company's Notes to Consolidated Financial Statements when the
fair value is different than the book value of those financial instruments.
When fair value is equal to book value, no disclosure is made. Fair value is
determined using quoted market prices whenever available. When quoted market
prices are not available, the Company uses alternative valuation techniques such
as calculating the present value of estimated future cash flows utilizing
discount rates commensurate with the risks involved.
Concentration of Credit Risk: The Company sells its products and services
----------------------------
to distributors and gaming properties primarily in the United States, Canada,
Europe, Australia and South America. The Company established a financing program
under which interest bearing installment sales contracts collateralized by the
equipment sold were entered into with credit worthy customers, with payment
terms typically ranging over periods of 12 to 24 months. The Company performs
credit evaluations of its customers, and typically requires advance deposits of
approximately 50%. The Company maintains reserves for potential credit losses
and the amounts of such losses have not exceeded
49
<PAGE>
management's projections.
Notes Receivable-Related Parties: The Company classifies certain
--------------------------------
receivables from officers and non-consolidated subsidiaries as notes receivable
- -related parties. In October 1997, the Board authorized a loan in the amount of
$122.5 to the chairman of the Company at an interest rate of 6.37% secured by 20
shares of the Company's Common Stock which is due to mature on October 20, 2002.
In addition, on December 31, 1999, due to the 50% divestiture of the Australian
operation, the Company's intercompany balance with Mikohn Australasia was
converted to a note receivable with an interest rate of 9.5%.
Notes Receivable from Stockholders: In October 1997, the Board adopted
-----------------------------------
resolutions (i) allowing each director and senior officer to purchase up to 20
shares of authorized but unissued restricted Common Stock from the Company at
the closing price of $5.687 on October 30, 1997 and (ii) authorizing each such
person to borrow the price of the shares purchased from the Company. Each
purchaser gave the Company a promissory note for a principal amount equal to the
purchase price, maturing October 20, 2002 (or at termination of employment by
the Company, whichever first occurs), bearing interest at the rate of 6.37% per
annum payable annually in arrears on each anniversary date, and secured by a
pledge of the shares so purchased. All of the Company's directors except Mr.
Campbell and all of its senior officers except Mr. Thompson are participating in
the program. Each participating director and officer has borrowed $113.7,
representing the aggregate purchase price of 20 shares of Common Stock at $5.687
per share.
Inventories: Inventories are stated at the lower of cost (determined using
------------
the first-in, first-out method) or market.
Assets Held for Sale: During 1999, the Company closed its manufacturing
---------------------
facility in Rapid City, South Dakota. The cost of the land and unamortized cost
of the building and building improvements was transferred from property and
equipment to assets held for sale and were subsequently sold.
Prepaid Expenses and Other Assets: At the end of 1999, other assets
---------------------------------
included $2,751 of prepaid royalties related to the TableLink(TM) product
line. Recoverability of the asset is dependent upon successful completion of the
development of the TableLink(TM) product line and sufficient sales of the
TableLink(TM) product.
Long-Lived Assets: Property and equipment are stated at cost and are
------------------
depreciated by the straight-line method over the useful lives of the assets,
which range from 5 to 39 years. Costs of major improvements are capitalized;
costs of normal repairs and maintenance are charged to expense as incurred.
Management requires long-lived assets and certain identifiable intangibles that
are held and used by the Company to be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable and has concluded that no financial statement adjustment is
required.
Patents and Trademarks: The Company capitalizes the cost of developing and
-----------------------
defending patents and trademarks. These costs are amortized over the useful
life of the patent or trademark.
Intangible Assets: Intangible assets consist of patent and trademark
-----------------
rights, goodwill, intellectual property rights, covenants not to compete,
software costs and license fees. They are recorded at cost and are amortized on
a straight-line basis over periods of 5 to 40 years. At the end of 1999,
intangible assets included $759 of unamortized software costs related to the
TableLink(TM) product line.
Deposits and Product Sales Recognition: Deposit liabilities represent
--------------------------------------
amounts collected in
50
<PAGE>
advance from customers pursuant to agreements under which the related sale of
inventory has not been completed. Sales are recorded when the inventory has been
delivered to or installed for the customer.
Foreign Currency Translation: The Company classifies foreign currency
-----------------------------
gains/(losses) on its long-term investments in its foreign subsidiaries as
adjustments to the equity section of the balance sheet.
Research and Development: Costs associated with the development of products
-------------------------
are expensed when incurred. Such expenses totaled approximately $6,013, $5,538
and $3,856 for the years ended December 31, 1999, 1998 and 1997, respectively.
Software Development Capitalization: The Company capitalizes costs related
-----------------------------------
to the development of certain software products that meet the criteria under
SFAS No. 86 - Accounting for the Costs of Computer Software to Be Sold, Leased,
or Otherwise Marketed.
Income Taxes: The Company accounts for income taxes under SFAS No. 109,
-------------
Accounting for Income Taxes, pursuant to which the Company records deferred
income taxes for temporary differences that are reported in different years for
financial reporting and for income tax purposes. Such deferred tax liabilities
and assets are classified into current and non-current amounts based on the
classification of the related assets and liabilities.
Use of Estimates and Assumptions: The preparation of financial statements
--------------------------------
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Reclassifications: Certain amounts in the prior years' consolidated
-----------------
financial statements have been reclassified to make them consistent with the
presentation used in 1999.
3. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following table presents the carrying amount and estimated fair value of
our financial instruments at December 31, 1999:
<TABLE>
<CAPTION>
Carrying Estimated
Amount FMV
-------- ----------
<S> <C> <C>
Assets:
Cash and cash equivalents $ 48 $ 48
Notes and contract receivable 4,189 4,173
Liabilities:
Notes payable 85,297 85,429
Capitalized leases 1,556 1,566
</TABLE>
51
<PAGE>
The estimated fair value of cash and cash equivalents is the same as the
carrying amount. The estimated fair value of notes and contract receivables
were calculated by discounting the stream of receipts using discount rates
determined by management to reflect the risk, remaining maturities and current
comparable market rates of similar notes receivable and contract receivables.
The estimated fair value of the notes payable and capitalized leases was
calculated by discounting the expected amortization principal and interest
payments by the discount rates most closely approximating that which would be
required to place similar notes payable and capitalized leases at the current
time.
4. ACCOUNTS RECEIVABLE
Accounts receivable at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Trade accounts $26,345 $29,057
Other 5,541 501
------- -------
Subtotal 31,886 29,558
Less allowance for doubtful accounts (1,439) (917)
------- -------
Net $30,447 $28,641
======= =======
</TABLE>
Changes in the allowance for doubtful accounts for the years ended December
31, 1999, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ------------------ -----------------
<S> <C> <C> <C>
Allowance for doubtful accounts -
beginning
$ (917) $ (245) $(853)
Allowance - acquired companies (280)
Provision for bad debts (538) (1,623) (108)
Write-offs 16 1,231 716
------------------ ------------------- -------------------
Allowance for doubtful accounts - ending
$(1,439) $ (917) $(245)
=================== ==================== ===================
</TABLE>
(See Note 12 - Long-Term Debt)
5. INSTALLMENT SALES RECEIVABLE
The Company finances certain sales (see Note 19 - Concentrations of Credit
Risk). The amounts financed during 1999 and 1998 totaled approximately $449 and
$2,086, respectively. At December 31, 1999 and 1998, the balance of installment
sales receivable was $1,895 and $2,247, of which $1,030 and $1,387,
respectively, were due within 12 months.
(See Note 12 - Long-Term Debt)
52
<PAGE>
6. INVENTORIES
Inventories at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Raw materials $14,616 $14,703
Finished goods 6,247 5,304
Work-in-progress 7,693 6,171
------- -------
Subtotal 28,556 26,178
Less reserve for obsolete inventory (1,763) (927)
------- -------
Total $26,793 $25,251
======= =======
</TABLE>
Changes in the reserve for obsolete inventory for the years ended December 31,
1999, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Reserve for obsolete inventory - $ (927) $ (623) $(423)
beginning
Provision for obsolete inventory (1,375) (1,465) (238)
Write-offs 539 1,161 38
------- ------- -----
Reserve for obsolete inventory - ending $(1,763) $ (927) $(623)
======= ======= =====
</TABLE>
(See Note 12 - Long-Term Debt)
7. ASSETS HELD FOR SALE
Assets held for sale at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Land $ 62
Buildings and building improvements 826
--------- ---------
Subtotal 888
Less accumulated depreciation (107)
--------- ---------
Total $ 781
========= =========
</TABLE>
During 1999, the Company closed its manufacturing facility in Rapid City,
South Dakota. The cost of the land and unamortized cost of the building and
building improvements was transferred from property and equipment to assets held
for sale and were subsequently sold.
(See Note 12 - Long-Term Debt)
53
<PAGE>
8. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1999 and 1998 consist of the
following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Land $ 1,668 $ 1,781
Buildings and leasehold improvements 5,110 6,472
Machinery and equipment 8,273 6,851
Equipment leased to others 18,001 12,104
Furniture and fixtures 7,339 6,331
Transportation equipment 2,120 1,941
-------- --------
Subtotal 42,511 35,480
Less accumulated depreciation (17,126) (12,855)
-------- --------
Total $ 25,385 $ 22,625
======== ========
</TABLE>
(See Note 12 - Long-Term Debt)
9. INTANGIBLE ASSETS
Intangible assets at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Patent and trademark rights $ 11,610 $ 8,960
Covenants not to compete 10,684 10,684
Proprietary property rights 1,229 1,229
Software costs 1,620 1,146
License fees 2,257
-------- --------
Subtotal 27,400 22,019
Less accumulated amortization (10,590) (8,368)
-------- --------
Total $ 16,810 $13,651
======== =======
</TABLE>
Patent and trademark rights in the amount of $617 were acquired from a former
stockholder in 1987 and 1988. In 1989, 1995 and 1996 additional trademark and
patent rights in the amount of $227, $100, and $140 respectively, were acquired
from employees. In 1997, $245 was spent on patent and trademark rights
development. In 1998, $1,531 was spent on patent and trademark rights
development while an additional $6,100 was acquired as part of the PGI
acquisition. In 1999, $2,650 was spent on patent and trademark rights
development and protection.
Covenants not to compete in the amount of $617 were acquired from a former
stockholder. The covenants not to compete include ten-year covenants acquired
in November 1993 from the former stockholders of Casino Signs, Inc. in the
amount of $6,469 which in 1994 was increased by approximately $294 in settlement
of a dispute pertaining to the valuation of certain assets included in the
November 1993 acquisition. Also in 1993, covenants not to compete were
acquired from the former stockholders of Current Technology Systems, Inc. for
$3,705 which was subsequently written down to $2,192 in 1995. In 1994, covenants
not to compete were acquired from the former stockholders of Trans Sierra for
$100 and from John Renton Young for $500. In addition, covenants
54
<PAGE>
not to compete were acquired from employees in the amount of $226. In
1997,covenants not to compete were acquired from John Jones, Peter Mandas and
Dale Frey in the amounts of $48, $143 and $95, respectively.
In April 1994, certain proprietary intellectual property rights were
acquired from employees in exchange for Common Stock valued at the fair market
value of the stock of $229. In 1998, $1,000 of intellectual property rights were
acquired with Harrah's Total Track system.
In 1999, license fees in the amount of $2,257 were acquired from Shuffle
Master, Inc. (Shuffle Master) as part of the Company's settlement with Shuffle
Master (See Note 13 - Deferred License Fees).
10. GOODWILL
Goodwill at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Goodwill $ 44,117 $ 42,616
Less accumulated amortization (3,909) (2,700)
-------- --------
Total $ 40,208 $ 39,916
======== ========
</TABLE>
During 1994 goodwill was recorded in connection with the acquisition Trans
Sierra in the amount of $3,104 based on the market value of the Company's Common
Stock issued in the acquisition and the valuation of the net assets acquired.
On December 31, 1995, 20 shares of the Company's Common Stock issued in the
acquisition of Trans Sierra were returned to the Company as a result of Trans
Sierra's operations not achieving certain sales levels. Goodwill was reduced by
$232. In 1998, the Company wrote-off an additional $1,500 of the surveillance
and security operation's goodwill. This reduction in goodwill was based on that
operation's value to the Company on a going-forward basis. The amount of the
asset impairment was determined by taking the net present value of the expected
future cash flows over the next 10 years and writing the asset down to that
expected value.
In 1995, goodwill was recorded in the amount of $5,485 in the acquisition of
the assets of Games of Nevada. In 1997, goodwill was recorded in connection
with the second closing in the acquisition of the JRY Companies and in the
acquisition of Mikohn South America, SA in the amounts of $1,392 and $106,
respectively. (See Note 1 - Organization).
In 1998, goodwill was recorded in the amounts of $29,892 and $3,223, as part
of the acquisitions of PGI and P&S Leasing, respectively. The amount recorded
as goodwill for the acquisition of PGI was subject to change as the Company had
open issues, such as the Year 2000 costs and international tax withholding, with
the former owner of PGI. In 1999, additional goodwill was recorded in the
amounts of $2,460 and $187 with regard to the acquisitions of PGI and P&S
Leasing, respectively. These amounts were for the Year 2000 costs and
international tax withholding issues.
55
<PAGE>
11. WRITE-OFF OF ASSETS
During the fourth quarter of the year ended December 31, 1999, we incurred a
non-recurring asset write-off of $1,352 related to our P&M Coin product line,
which includes our Classic slot machine games pursuant to SFAS No. 121 -
Accounting for the Impairment of Long-Lived Assets. This write-off represents a
- --------------------------------------------------
devaluation of a note receivable and prepaid royalties associated with this
product line. We believe the remaining intangible asset value matches the
discounted cash flow stream we expect to receive from the Classic products over
the remaining life of this product line.
For the year ended December 31, 1998, the Company incurred several non-
recurring charges that amounted to $4,493. These charges mainly consisted of (i)
the write-off of expenses related to the Company's debt refinancing and
acquisitions of September 2, 1998 in the amount of $711, (ii) the write-off of
certain goodwill amounts associated with the Company's security and surveillance
division in the amount of $1,500, (iii) management reorganization expenses in
the amount of $736, (iv) the write-off of certain non-compete agreements in the
amount of $739, (v) reserves for the closure of the Company's manufacturing
facility in Rapid City, South Dakota in the amount of $500 and (vi) other items
in the amount of $307.
During the third quarter of 1998 as a result part of the acquisition of PGI
and P&S Leasing, the Company recorded an extraordinary loss that was associated
with the early extinguishment of debt under its prior Credit Agreement (see Note
12 - Long-Term Debt). The extraordinary loss, net of tax benefits, was $1,752
and consisted of a gross extraordinary loss of $2,662 and the related tax
benefit of $910.
12. LONG-TERM DEBT
Long-term debt at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Notes payable collateralized by transportation and $ 1,556 $ 909
manufacturing equipment. This total consists of 15
capital leases that bear individual interest rates
between 7.8% to 11.0% and whose terms are scheduled to
mature at various dates through 2005.
Note payable repaid during 1999. 1,916
Revolving loan payable to ABN-AMRO Bank N.V., equal to 852 1,178
the amount of 60% of eligible accounts receivable of
Mikohn's European subsidiary and guaranteed by all
accounts receivable of that subsidiary. This loan
payable is also partially secured by a corporate
guarantee by Mikohn Gaming Corporation in the amount of
$500 NLG, and by credit insurance which was required by
ABN-AMRO as a condition to making the loan. The interest
rate of 6.5% per annum is payable on a monthly basis.
</TABLE>
56
<PAGE>
<TABLE>
<S> <C> <C>
Term Loans payable to First Source Financial LLP, acting 81,000 81,000
as agent and participant in the Amended and Restated
Credit Agreement dated September 2, 1998; Term Loan A, a
variable rate loan of $67,500 with an interest rate of
either prime plus 225 basis points or LIBOR plus 325
basis points per annum; Term Loan B, a fixed rate loan
of $13,500 with an interest rate of 10.25% per annum;
secured by all the Company's personal property assets
including furniture, equipment, fixtures, real estate,
intangible assets and contract rights; each term loan is
payable in equal, semi-annual installments beginning in
April 2002. As of December 31, 1999, the interest rate
in effect on the $67,500 of outstanding variable rate
term loan was 9.37%.
Revolving loan payable to First Source Financial LLP, 1,400 2,000
acting as agent and participant in the Amended and
Restated Credit Agreement dated September 2, 1998. The
revolving loan availability, in the amount of $5,000 is
a variable rate loan with an interest rate of either
prime plus 175 basis points or LIBOR plus 275 basis
points and is secured by the inventory and accounts
receivable of the Company. The revolving loan is payable
by the expiration date of October 15, 2002 and can be
extended by two years until October 15, 2004 if the
Company meets certain requirements. As of December 31,
1999, the interest rate in effect on the $1,400 of
outstanding variable rate revolving loan was 8.87%.
30 year mortgage note payable to Wells Fargo Mortgage for 1,780
$1,793 for the purchase of Mikohn Lighting and Sign's
exterior sign manufacturing facility. This mortgage note
bears an interest rate of 250 basis points above the
U.S. Treasury rate for the period closest to the term of
the loan. As of December 31, 1999 the interest rate in
effect was 8.64%. This loan amortizes over a 30 year
period and is due to mature on June 1, 2029.
Unsecured new project economic development loan payable 265
to the State of Utah. This is a 5 year loan and bears
an interest rate of 10% per annum payable annually on
the last day of April of the following year for the
preceding year. The loan requires annual principal
repayments in the form of either cash or earned credits
for: (i) new jobs created, (ii) products purchased from
Utah based businesses and (iii) maintenance of a
specific average annual salary range for Utah employees.
The loan is due to mature on April 30, 2004
---------- ----------
Total 86,853 87,003
</TABLE>
57
<PAGE>
<TABLE>
<S> <C> <C>
Less current portion (1,436) (2,122)
------- -------
Long-term portion $85,417 $84,881
======= =======
</TABLE>
On September 2, 1998, the Company completed the closing of an Amended and
Restated Credit Agreement in the amount of $86,000. This facility was funded by
a consortium of lenders including First Source Financial LLP, The Travelers
Insurance Company, Allstate Life Insurance Company, Allstate Insurance Company,
Eaton Vance Senior Debt Portfolio, Highland Capital Management LLP, Mt.
Washington Investment Group, Sanwa Business Credit Corporation, and Triton
Partners and consisted of a $13,500, fixed rate term loan; a $67,500, variable
rate term loan; and a $5,000, variable rate, revolving line of credit. The fixed
interest rate on the fixed rate term loan is 10.25%, the interest rate on
variable rate term loan is either the prime rate plus 225 basis points or LIBOR
plus 325 basis points, and the interest rate applicable to revolver loans is
either prime plus 175 basis points or LIBOR plus 275 basis points. Security for
the term loans include all of the Company's personal property assets including
contract rights, furniture, fixtures, equipment, real estate, and intangible
assets. In addition, the Company has pledged 60% of the stock in its foreign
subsidiaries as security for the term loans. Security for loans under the
revolving credit facility shall be secured by accounts receivable and
inventories. As part of this credit agreement the Company has agreed to maintain
certain financial ratios; to comply with certain financial covenants; not allow
the incurrence of additional debt or payment of cash dividends, unless expressly
allowed within the credit agreement; as well as adhere to a number of other
financial restrictions. The term loans are due to begin maturing in April 2002
with equal 16.7% principal repayments due every six months until complete
maturity on October 24, 2004. The revolving credit facility is due to expire on
October 31, 2002, with the availability to extend the term by one year on two
separate occasions if the Company meets certain requirements. In effect, this
allows the extension of the revolving credit facility until October 31, 2004. In
addition, the Amended and Restated Credit Agreement allows the Company to add an
additional $5,000 of revolving credit. As of the date of this filing, the
Company has borrowed $4,700 under the revolving line of credit and has $300
available under this line. (See Note 21 - Subsequent Events).
On May 14, 1999, we closed a 30 year commercial mortgage in the amount of
$1,793 for the purchase and financing of our Mikohn Lighting and Sign exterior
sign production facility in Las Vegas, Nevada. This mortgage bears a per annum
interest rate of 250 basis points over the U.S. Treasury rate for the period
most closely corresponding to the loan term. The mortgage loan is secured by the
deed of trust on the property and is due to mature on June 1, 2029.
On September 17, 1999, we closed an unsecured economic development loan in
the amount of $265 with the State of Utah. This loan is related to the operation
of our interior sign production facility in Hurricane, Utah, which was completed
in June of 1999. The note bears an interest rate of 10.0% per annum which is
payable annually on the last day of April of the following year for the
preceding year. The loan requires annual principal repayments in the form of
either cash or earned credits. The credits are earned based on how many new jobs
are created in Hurricane, Utah and the dollar value of products purchased from
vendors located in the State of Utah and are reported to the State of Utah on an
annual basis. These earned credits reports or cash payments are due or payable
on or before the last day of April in each year from April 2000 to April 2004.
In the event that we do not meet the requirements for earned credits, the
principal repayment amounts would equal $27 in April 2000, $43 in April 2001,
$53 in April 2002, $63 in April 2003 and the remaining outstanding balance in
April 2004.
58
<PAGE>
Following is the long-term debt maturity schedule:
<TABLE>
<S> <C>
2000 $ 1,436
2001 596
2002 27,490
2003 27,166
2004 28,523
Thereafter 1,642
---------
Total $86,853
=========
</TABLE>
13. DEFERRED LICENSE FEES
Deferred license fees at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Deferred license fees $2,257
======= =======
</TABLE>
On December 29, 1999, the Company and Shuffle Master entered into an agreement
settling a complex and long-standing series of lawsuits between PGI and Shuffle
Master and dozens of casinos arising out of claims by PGI that several table
games offered by Shuffle Master infringed numerous patents held by PGI (now held
by the Company). Under the terms of the settlement, Shuffle Master acknowledged
the validity and enforceability of the Company's patents and agreed to pay
Mikohn $2.75 million to settle all outstanding patent issues with respect to
Shuffle Master's Let It Ride Bonus(R), Let It Ride The Tournament(R), Bahama
Bonus(TM) and Three Card Poker(TM) games. The agreement provides that all
future revenue of Let It Ride Bonus(R), Let It Ride The Tournament(R), and Three
Card Poker(TM) will be royalty free to Shuffle Master. The settlement also (i)
granted Mikohn the exclusive rights to Bahama Bonus(TM) worldwide, except for
Nevada where Shuffle Master retains exclusive rights subject to Mikohn's rights
to receive certain royalties and (ii) requires Shuffle Master to pay royalties
to Mikohn based on future revenues from certain new games that may be developed
by Shuffle Master.
Under separate license agreements executed in conjunction with the settlement
agreement, Shuffle Master licensed certain of its intellectual property to
Mikohn including rights under its coin sensing patents and multi-tiered game
wagering patents. For these rights, Mikohn agreed to pay Shuffle Master future
noncancellable royalties of approximately $580 per year over the next five years
including interest.
Following is the schedule of principal payments:
<TABLE>
<S> <C>
2000 $ 451
2001 451
2002 451
2003 452
2004 452
------
Total $2,257
======
</TABLE>
In addition, Mikohn and Shuffle Master entered into a cross-supplier agreement
covering a broad range of product lines including Mikohn's progressive table
game and slot signage, controllers, electronic displays and slot glass, as well
as Shuffle Master's card shuffling systems, coin sensors and other associated
table game electronics. Under this agreement, Mikohn was appointed Shuffle
Master's exclusive source in North America for progressive controllers and
displays for table games. And Shuffle Master was appointed Mikohn's exclusive
source for automatic card shuffling machines.
59
<PAGE>
14. COMMITMENTS AND CONTINGENCIES
At December 31, 1999, the Company was leasing all of its facilities with the
exception of its Las Vegas, Nevada and Gulfport, Mississippi interior sign
assembly facilities and the exterior sign facility in Las Vegas, Nevada. These
leases expire on various dates through 2004. Following is a schedule of future
minimum rental payments required under these operating leases:
<TABLE>
<S> <C>
2000 $ 3,001
2001 2,838
2002 2,639
2003 2,412
2004 1,658
Thereafter 923
-------
Total $13,471
=======
</TABLE>
Rent expense was $2,865, $2,540 and $2,218 for the years ended December 31,
1999, 1998 and 1997, respectively.
In consideration for its assistance in the acquisition of Trans Sierra, the
Company issued to a third party warrants exercisable through October 1, 1999, to
purchase up to 50 shares of Common Stock at an exercise price (subject to
certain provisions protecting against dilution) of $15.00 per share. The
warrants expired without exercise.
The Company is involved in routine litigation, including bankruptcies,
collection efforts, disputes with former employees and other matters in the
ordinary course of its business operations. Management knows of no matter,
pending or threatened, that in its judgment will or might have a material
adverse effect on the Company or its operations including those noted below.
On October 2, 1997, the Company filed suit against Acres Gaming, Inc.
("Acres") in the U.S. District Court, Las Vegas, Nevada seeking a declaratory
judgment that its MoneyTime(TM) system does not infringe a patent issued to
Acres in August 1997 (U.S. Patent No. 5,655,961) and that the Acres patent is
invalid (the "961 Action"). In the '961 Action, the Company asserts claims for
relief against Acres for tortious interference with business relationships,
tortious interference with prospective business relationships, and trade libel.
Acres has counterclaimed for patent infringement. Two subsequently filed actions
in the same court involving two subsequently issued patents (U.S. Patent Nos.
5,741,183 and 5,752,882), one filed by the Company against Acres and one filed
by Acres against the Company, Casino Data Systems ("CDS"), Sunset Station Hotel
& Casino and New York-New York Hotel & Casino, involve claims for patent
infringement, non-infringement and invalidity similar to the claims asserted in
the '961 Action (the "183 Action" and the
60
<PAGE>
"882 Action"). The '183 Action and the '882 Action have been consolidated with
the '961 Action (the three actions hereafter referred to as the "Consolidated
Action"). Discovery in the Consolidated Action closed on February 26, 1999. No
trial date has been set. Management believes that the Company will prevail in
the Consolidated Action.
On October 13, 1998, Acres brought suit against the Company and CDS alleging,
as against the Company, that the MoneyTime(TM) system infringes a patent (U.S.
Patent No. 5,820,459) issued to Acres on October 13, 1998 (the "459 Action").
The Company has responded denying infringement and asserting that the Acres
patent is invalid. The '459 Action is in an early stage of discovery. No trial
date has been set. Management believes that the Company will prevail in the
`459 Action.
The Company is addressing tax issues relating to its table games operations.
They are summarized below:
New Jersey Sales Tax Audit Issue: The State of New Jersey (the "State")
--------------------------------
Division of Taxation audited Mikohn's sales tax returns and issued a Notice of
Assessment Related to Final Audit Determination in the amount of $406 plus
interest of $201. At issue is how the Company accounts for and remits sales tax
on its table game leases. Previously, the Company remitted sales tax on a
monthly basis based on the amounts invoiced to its casino customers. It is the
State's position and the Company now concurs, that the Company as the lessor of
the table game, is the end user and is thus ultimately responsible for the sales
tax at the inception of the lease. At issue is the method of computation of the
use tax due. It is the Company's contention that use tax should be based upon
the lessor's purchase price for the equipment, materials and other tangible
personal property purchased for lease rather than on the lease revenue stream.
The State has assessed the Company for the entire amount of the sales tax
liability based on the lease revenue stream and interest from the original date
of the leases. In July 1999, the Company objected to the assessment, filed a
protest and paid the use tax due based upon the purchase price of the equipment,
materials and other tangible personal property.
A further issue is the passing of the use tax on to the lessee. The Company's
Caribbean Stud(R) Lease Agreement provides, in part, that the "Lessee shall
promptly reimburse to Mikohn any personal property taxes, gaming device taxes,
and any similar taxes or levies that Mikohn is obligated to pay for tables".
The State has already refunded to many of the casinos most of the sales tax that
was remitted by the Company. Although the casinos are contractually obligated
for the payment of sales tax, as it is a pass-through tax, there is no guarantee
that the casinos will reimburse the Company for any assessment paid by it.
International Withholding Tax Issues: The Company has exposure to potential
------------------------------------
additional withholding taxes on payments remitted to the U.S. by the previous
owner of PGI estimated at $1,379. The Company has provided to the former owner a
Power of Attorney with which to handle the withholding tax issues. To the extent
that the Company does not prevail, any payments made would be charged back to
the previous owner under the terms of the Stock Purchase Agreement for the
acquisition of Progressive Games, Inc. The Company had one year from date of
acquisition in which to affect a change in the amount of goodwill. Based on the
potential withholding tax exposure, the Company adjusted goodwill in the amount
of the $1,379 during August 1999.
61
<PAGE>
15. INCOME TAXES
The provision (benefit) for income taxes for the years ended December 31,
1999, 1998 and 1997 consist of:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ----------------- ----------------
<S> <C> <C> <C>
Current $2,006 $ (449) $ 657
Deferred (371) (3,651) 700
------ ------- ------
Total Provision (benefit) $1,635 $(4,100) $1,357
====== ======= ======
</TABLE>
The provision (benefit) for income taxes for the years ended December 31,
1999, 1998 and 1997 differs from the amount computed at the federal income tax
statutory rate as a result of the following:
<TABLE>
<CAPTION>
1999 % 1998 % 1997 %
-------- ------ --------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Amount at statutory rate $1,884 35.0% $(4,244) 35.0% $1,306 35.0%
Adjustments:
Non-deductible expenses 61 1.2% 52 -0.4% 44 1.2%
State income tax and other 6 0.1% (6) 0.0% 7 0.2%
Goodwill 312 5.8% 98 -0.8%
Tax credits (628) -11.7%
----- ----- -----
Total Provision (benefit) $1,635 30.4% $(4,100) 33.8% $1,357 36.4%
====== ======= ======
</TABLE>
The components of the net deferred tax asset at December 31, 1999 and 1998
consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
Deferred tax assets:
- --------------------
<S> <C> <C>
Current:
Inventory book / tax differences $ 935 $ 614
Prepaid expenses and other 515 298
------ ------
Subtotal 1,450 912
------ ------
Non-current:
Tax credits 814 63
Intangible assets 1,094 2,058
Net operating loss carryforward 1,494 2,165
------ ------
Subtotal 3,402 4,286
------ ------
Total deferred tax assets 4,852 5,198
------ ------
Deferred tax liabilities:
- -------------------------
Current:
Prepaid expenses and other 30 28
Non-current:
Property and equipment and other 488 1,207
------ ------
Total deferred tax liabilities 518 1,235
------ ------
Net deferred tax assets $4,334 $3,963
====== ======
</TABLE>
62
<PAGE>
At December 31, 1999, the Company had federal and alternative minimum tax
("AMT") net operating loss carryforwards of $4,269 and $2,830, which will begin
to expire after the year ended December 31, 2018. The Company also had General
Business and AMT tax credit carryforwards of $628 and $186, respectively.
16. EARNINGS PER SHARE
The following table reflects the Company's basic and diluted earnings per
share for the years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------ -----------------
<S> <C> <C> <C>
Net income (loss) $ 3,748 $(8,026) $ 2,374
======= ======= =======
Weighted average number of shares
outstanding:
Basic 10,720 10,527 9,952
Assumed conversion of stock
options 64 105
------- ------- -------
Diluted 10,784 10,527 10,057
======= ======= =======
Earnings per share:
Basic $ 0.35 $ (0.76) $ 0.24
======= ======= =======
Diluted $ 0.35 $ (0.76) $ 0.24
======= ======= =======
</TABLE>
17. STOCK BASED COMPENSATION PLANS
In 1993, the Company adopted, and in 1996 and 1997 amended, (i) a Stock Option
Plan under which non-qualified and incentive stock options (as defined by the
Internal Revenue Code) to purchase up to 2,400 shares of the Company's Common
Stock which may be issued to officers, directors (other than non-employee
directors), employees, consultants, advisers, independent contractors and agents
and (ii) a Director Plan under which stock options to purchase up to 150 shares
of the Company's Common Stock which may be issued only to non-employee
directors. Generally, options have been granted at the fair market value on the
date of grant and typically become exercisable at the rate of 20% of the options
granted on each of the first through the fifth anniversaries of the date of the
grant. The Company accounts for these plans under APB Opinion No. 25, under
which no compensation cost has been recognized.
63
<PAGE>
Had compensation cost for these plans been determined in accordance with SFAS
No. 123 - Accounting for Stock - Based Compensation ("Statement 123"), the
Company's net income and earnings per share would have been reduced to the
following pro forma amounts:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net income:
As reported $3,748 $(8,026) $2,374
====== ======= ======
Proforma $2,899 $(8,977) $1,328
====== ======= ======
Earnings Per Share:
As reported -
Basic $ 0.35 $ (0.76) $ 0.24
====== ======= ======
Diluted $ 0.35 $ (0.76) $ 0.24
====== ======= ======
Proforma -
Basic $ 0.27 $ (0.85) $ 0.13
====== ======= ======
Diluted $ 0.27 $ (0.85) $ 0.13
====== ======= ======
</TABLE>
Because the Statement 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that which may be expected in future years. The fair
value of each option grant is estimated on the date of grant using the Black-
Scholes option pricing model with the following assumptions used for the 1995
through 1999 grants: risk-free interest at the date of grant which ranged from
3.5% to 7.78%; expected dividend yield of 0.0 percent; expected lives from 1 to
6 years; and expected volatility between 50 and 60 percent.
64
<PAGE>
A summary of the status of the Company's stock option plans at December 31,
1999, 1998 and 1997 and changes during the years then ended is presented in the
table below:
<TABLE>
<CAPTION>
(Amounts in thousands 1999 1998 1997
---- ---- ----
except per option amounts) Wtd. Avg. Wtd. Avg. Wtd. Avg.
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Director Plan:
- --------------
Options, beginning of year 104 $7.0241 66 $ 7.8561 43 $ 9.7965
Granted 50 2.9076 44 6.9886 26 4.3750
Exercised (3) 5.5000
Cancelled (6) 15.9167
---- ---- ----
Options, end of year 154 5.6876 104 7.0241 66 7.8561
==== ==== ====
Exercisable at end of year 67 7.3242 39 8.3158 27 13.2364
==== ==== ====
Weighted average (Wtd. Avg.) fair
value of options granted during the
year $2.9076 $ 6.9886 $ 4.3750
======= ======== ========
Employee Plan:
- --------------
Options, beginning of year 1,956 $5.9574 2,172 $ 5.6150 1,141 $ 7.0061
Granted 250 3.9950 299 5.7024 1,211 4.3035
Exercised (28) 3.8418 (176) 4.2677 (9) 4.0474
Cancelled (218) 5.9193 (339) 4.4183 (171) 5.6960
----- ----- -----
Options, end of year 1,960 5.7412 1,956 5.9574 2,172 5.6150
===== ===== =====
Exercisable at end of year 930 5.1594 614 5.5815 499 5.1140
===== ===== =====
Weighted average (Wtd. Avg.) fair
value of options granted during the
year $3.9950 $ 5.7024 $ 4.3035
======= ======== ========
</TABLE>
65
<PAGE>
The following table summarizes information concerning options outstanding and
options exercisable as of December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------------- ----------------------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number of Contractual Exercise Number of Exercise
Exercise Prices Options Life Price Options Price
--------------- ------- ---- ----- ------- -------
Director Plan:
- -------------
<S> <C> <C> <C> <C> <C>
$2.7500 - $4.0630 52 9.6 $ 2.9496 2 $ 4.0000
$4.3750 - $5.5000 50 7.6 4.8250 40 4.9375
$7.2500 - $9.2500 42 8.8 7.3452 15 7.5109
$17.2500 10 4.0 17.2500 10 17.2500
----- -----
154 67
==== ====
Employee Plan:
- --------------
$3.0000 - $4.5000 1,547 7.6 $ 4.0694 714 $ 4.0754
$4.5625 - $6.7500 236 7.8 5.5900 96 5.5371
$6.8750 - $10.0000 127 7.9 8.2248 70 8.7235
$10.8250 - $15.0000 50 4.0 15.0000 50 15.0000
----- -----
1,960 930
===== ====
</TABLE>
18. BENEFIT PLANS
Certain employees of CEI are covered by union-sponsored, collectively
bargained, multi-employer, defined benefit plans. The Company's contributions
to these plans, as determined in accordance with the provisions of the
negotiated labor contracts based on the hours worked, for 1999, 1998 and 1997
were $401, $401 and $316, respectively.
The Company adopted a savings plan (the "401(k) Plan") qualified under Section
401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan covers
substantially all employees who are not covered by a collective bargaining unit.
The Company's matching contributions for 1999, 1998 and 1997 were $162, $156,
and $141, respectively.
66
<PAGE>
19. CONCENTRATIONS OF CREDIT RISK
The financial instruments that potentially subject the Company to
concentrations of credit risk are primarily accounts and installment sales
receivable. Product sales are primarily to casinos and gaming equipment
manufacturers. As of the date of this filing, the Company does not have any
financial instruments that require the application of this calculation.
At December 31, 1999, accounts and installment sales receivable on a
operations basis are as follows:
<TABLE>
<CAPTION>
Installment
Accounts Sales
Receivable Receivable Total
---------------- ---------------- ----------------
<S> <C> <C> <C>
Trade receivables:
Signs $10,858 $ 884 $11,742
Gaming products 10,135 835 10,970
Gaming operations 5,352 176 5,528
------- ------ -------
Subtotal 26,345 1,895 28,240
------- ------ -------
Other receivables:
Other 5,541 5,541
------- ------ -------
Subtotal 5,541 5,541
------- ------ -------
Total $31,886 $1,895 $33,781
======= ====== =======
</TABLE>
20. SEGMENT REPORTING
The Company operates in three business segments: Signs, Gaming Products and
Gaming Operations. The Signs segment designs, manufactures and installs interior
signage and displays. It also, designs, manufactures, installs and maintains
exterior signage. The Gaming Products segment includes manufacturing of
progressive jackpot systems; it develops, markets and installs automated data
collection systems for player tracking and accounting for gaming machines. It
also manufactures and sells oversized gaming machines and touch-screen multi-
game video machines. The Gaming Operations segment leases, licenses and places
proprietary games, machines and tables on lease, structured participation or
license agreement. It owns or licenses the rights to several categories of
proprietary games, including progressive jackpot table games, coin-push gaming
machines, oversized gaming machines and touch-screen multi-game video machines.
These table games and gaming machines produce recurring revenue on a lease,
participation or licensing agreement. The Company does not allocate corporate
expenses to the business segments.
67
<PAGE>
Business segment information for the years ended December 31, 1999, 1998 and
1997 consist of:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
Business Segments:
Revenue:
<S> <C> <C> <C>
Signs $ 46,278 $ 50,840 $ 57,478
Gaming products 33,541 36,216 35,621
Gaming operations 27,065 11,976 5,449
-------- -------- --------
$106,884 $ 99,032 $ 98,548
======== ======== ========
Gross profit:
Signs $ 15,610 $ 14,723 $ 17,741
Gaming products 12,571 13,992 15,129
Gaming operations 23,857 10,154 4,478
-------- -------- --------
$ 52,038 $ 38,869 $ 37,348
======== ======== ========
Operating income (loss):
Signs $ 9,111 $ 7,613 $ 11,829
Gaming products 9,559 12,494 13,433
Gaming operations 18,590 6,237 2,380
Corporate (28,079) (30,805) (21,367)
-------- -------- --------
$ 9,181 $ (4,461) $ 6,275
======== ======== ========
Depreciation and amortization:
Signs $ 1,534 $ 1,103 $ 862
Gaming products 496 885 362
Gaming operations 4,371 2,566 1,409
Corporate 2,487 2,172 1,681
-------- -------- --------
$ 8,888 $ 6,726 $ 4,314
======== ======== ========
Assets:
Signs $ 31,868 $ 36,385 $ 31,752
Gaming products 30,066 30,482 29,767
Gaming operations 61,465 58,593 15,813
Corporate 38,601 27,772 20,256
-------- -------- --------
$162,000 $153,232 $ 97,588
======== ======== ========
Capital expenditures:
Signs $ 2,684 $ 5,485 $ 1,127
Gaming products 14 2,226 279
Gaming operations 6,002 2,718 1,009
</TABLE>
68
<PAGE>
<TABLE>
<S> <C> <C> <C>
Corporate 1,334 367 504
-------- -------- --------
$ 10,034 $ 10,796 $ 2,919
======== ======== ========
Geographic Operations:
Revenue:
North America $ 86,876 $ 82,489 $ 83,068
Australia / Asia 7,773 5,817 8,924
Europe / Africa 10,117 8,955 5,818
South America 2,118 1,771 738
-------- -------- --------
$106,884 $ 99,032 $ 98,548
======== ======== ========
Gross profit:
North America $ 46,246 $ 31,930 $ 30,989
Australia / Asia 2,249 2,372 3,073
Europe / Africa 2,490 3,886 3,063
South America 1,053 681 223
-------- -------- --------
$ 52,038 $ 38,869 $ 37,348
======== ======== ========
Operating income (loss):
North America $ 8,788 $ (5,637) $ 4,959
Australia / Asia (291) 217 1,146
Europe / Africa 780 783 64
South America (96) 176 106
-------- -------- --------
$ 9,181 $ (4,461) $ 6,275
======== ======== ========
Depreciation and amortization:
North America $ 8,443 $ 6,596 $ 4,108
Australia / Asia 149 31 72
Europe / Africa 230 90 122
South America 66 9 12
-------- -------- --------
$ 8,888 $ 6,726 $ 4,314
======== ======== ========
Assets:
North America $155,887 $142,467 $ 87,892
Australia / Asia 4,620 5,112
Europe / Africa 4,318 4,702 3,523
South America 1,795 1,443 1,061
-------- -------- --------
$162,000 $153,232 $ 97,588
======== ======== ========
</TABLE>
69
<PAGE>
<TABLE>
<S> <C> <C> <C>
Capital expenditures:
North America $ 9,689 $ 10,266 $ 2,460
Australia / Asia 127 218 178
Europe / Africa 113 83 102
South America 105 229 179
-------- -------- --------
$ 10,034 $ 10,796 $ 2,919
======== ======== ========
</TABLE>
21. SUBSEQUENT EVENTS
On March 2, 2000, the Company signed a non-binding Letter of Intent ("LOI")
with HIG Capital LLC ("HIG") to sell Casino Excitement, Inc. ("CEI"), the
Company's outdoor sign subsidiary doing business as Mikohn Lighting and Sign.
The LOI provides that the parties will enter into a definitive agreement by
which HIG will pay $6.5 million for all of the issued and outstanding capital
stock of CEI. The terms are $5.0 million cash with a note for $1.5 million.
The parties expect the transaction to close on or before September 30, 2000.
Management of the Company does not anticipate a significant gain or loss from
this transaction.
As of December 31, 1999, we were in non-compliance with certain covenants
under the Amended and Restated Credit Agreement (See Note 12 - Long-Term Debt)
for which we have received waivers. Due to the nature of these covenants, we
found it necessary to amend the existing credit agreement and certain covenants
in order to avoid the occurrence of non-compliance during 2000. On April 7,
2000, we completed the Second Amendment to the Amended and Restated Credit
Agreement. This amendment, in addition to revising certain covenants during
2000, also provides us with the opportunity to seek additional financing, divest
certain assets and repay portions of the term loans without incurring pre-
payment penalties, and choose between adding the additional $5,000 revolver
allowed under the Amended and Restated Credit Agreement, or alternatively,
adding a new $5,000 term loan instead of the additional revolver. In exchange
for this amendment we agreed to a pricing increase on all outstanding debt
tranches, which includes Term Loan A, Term Loan B and the Revolver Loan. Term
Loan A will bear a variable interest rate equal to the Prime Lending Rate plus
275 basis points or the LIBOR rate plus 375 basis points. Term Loan B will bear
a fixed interest rate of 10.75%. The Revolver Loan will bear a variable interest
rate equal to the Prime Lending Rate plus 225 basis points or the LIBOR rate
plus 325 basis points.
70
<PAGE>
MIKOHN GAMING CORPORATION
QUARTERLY RESULTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
1/st/ 2/nd/ 3/rd/ 4/th/-(1) Annual
----- ----- ---- --------- ------
Sales:
<S> <C> <C> <C> <C> <C>
1999 $25,175 $29,010 $27,322 $25,377 $106,884
======= ======= ======= ======= ========
1998 $21,779 $25,621 $20,209 $31,423 $ 99,032
======= ======= ======= ======= ========
Gross profit:
1999 $12,831 $13,856 $13,202 $12,149 $ 52,038
======= ======= ======= ======= ========
1998 $ 7,747 $11,028 $ 6,942 $13,152 $ 38,869
======= ======= ======= ======= ========
Net income (loss):
1999 $ 911 $ 1,183 $ 1,262 $ 392 $ 3,748
======= ======= ======= ======= ========
1998 $ (559) $ 698 $(8,793) $ 628 $ (8,026)
======= ======= ======= ======= ========
Weighted average shares outstanding:
Basic -
1999 10,675 10,707 10,730 10,769 10,720
======= ======= ======= ======= ========
1998 10,306 10,520 10,626 10,652 10,527
======= ======= ======= ======= ========
Diluted -
1999 10,675 10,708 10,747 10,814 10,784
======= ======= ======= ======= ========
1998 10,306 10,639 10,626 10,658 10,527
======= ======= ======= ======= ========
Net income (loss) per share: (2)
Basic -
1999 $ 0.09 $ 0.11 $ 0.12 $ 0.04 $ 0.35
======= ======= ======= ======= ========
1998 $ (0.05) $ 0.07 $ (0.83) $ 0.06 $ (0.76)
======= ======= ======= ======= ========
Diluted -
1999 $ 0.09 $ 0.11 $ 0.12 $ 0.04 $ 0.35
======= ======= ======= ======= ========
1998 $ (0.05) $ 0.07 $ (0.83) $ 0.06 $ (0.76)
======= ======= ======= ======= ========
</TABLE>
(1) During the fourth quarter of 1999 the Company incurred the following: (i)
it sold of a 50% interest in Mikohn Australasia (see Note 1 -
Organization); (ii) it incurred a non-recurring asset write-off of $1,352
related to our P&M Coin product line, which includes our Classic slot
machine games (see Note 11 - Write-off of Assets) and (iii) it entered into
an agreement settling a complex and long-standing series of lawsuits
between PGI and Shuffle Master arising out of claims by PGI that several
table games offered by Shuffle Master infringed numerous patents held by
PGI (now held by the Company) (see Note 13 - Deferred License Fees).
(2) The sum of the quarterly earnings per common share does not equal the
amount reported for the year in total as the quarterly calculations are
made independently during the year.
71
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
The information required by Items 10 through 13 is set forth under the
captions "Election of Directors", "Management", "Executive Compensation",
"Principal Stockholders" and "Certain Transactions" in Mikohn Gaming
Corporation's definitive proxy statement for the 1999 Annual Meeting of
Stockholders, to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended, and is
incorporated herein by reference as if set forth in full.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. and 2. Financial Statements and Schedules
The financial statements and schedules filed as part of this report
are listed in the Index to Consolidated Financial Statements under
Item 8.
(3) Exhibits required by Securities and Exchange Commission Regulation S-
K:
3.1 Amended and Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69076).
3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit
3.2 to Amendment No. 1 to the Company's Registration Statement on
Form S-1 (No. 33-69076).
4.6 Agreement between the Company, The Young Group, Inc. and John R.
Young, dated November 7, 1994 (the "Young Agreement"), including
certain exhibits thereto and a supplemental list identifying all
exhibits and schedules thereto, incorporated by reference to
Exhibit 2.1 to the Company's Form 10-Q for the quarter ended
September 30, 1994.
72
<PAGE>
*10.9 Stock Option Plan, as amended, incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-8
(No. 33-73506).
*10.10 Director Stock Option Plan, as amended, incorporated by reference
to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994.
10.12 Form of Indemnification Agreement between the Company and its
directors and executive officers, incorporated by reference to
Exhibit 10.9 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (No. 33-69076)
*10.13 Employment Agreement dated October 17, 1988, as amended, between
the Company and David J. Thompson, incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (No. 33-69076).
*10.14 Second Amendment to Employment Agreement, dated as of July 1,
1993, between the Company and David J. Thompson, incorporated by
reference to Exhibit 10.10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994.
*10.20 Employment Agreement, dated as of May 1, 1994, between the
Company and Charles H. McCrea, Jr., incorporated by reference to
Exhibit 10.1 to the Company's Report on Form 8-K/A dated
September 1, 1994.
10.25 Sales Agreement dated January 6, 1995, between Michael Wichinsky
dba Games of Nevada and the Company incorporated by reference to
Exhibit 10.25 to the Company's Report on Form 10-K for the year
ended December 31, 1994.
*10.34 Employment Agreement dated May 19, 1996, between the Company and
Carolan Pepin incorporated by reference to Exhibit 10.24 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
*10.35 Employment Agreement dated June 2, 1996, between the Company and
Don Stevens incorporated by reference to Exhibit 10.25 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
*10.36 Employment Agreement dated January 27, 1997, between the Company
and Louie Peyton incorporated by reference to Exhibit 10.26 of
the Company's Form 10-Q dated March 31, 1997.
*10.37 Employment Agreement dated April 25, 1997, between the Company
and Behnam Bavarian incorporated by reference to Exhibit 10.27 of
the Company's Form 10-Q dated June 30, 1997.
10.38 Credit Agreement dated October 24, 1997, between the Company and
First Source Financial LLP ("Credit Agreement") documenting the
Company's new $40.0 million secured credit facility including
exhibits incorporated by reference to Exhibit 10.35 of the
Company's Form 10-Q dated September 30, 1997.
10.39 Assignment from First Source Financial LLP to Eaton Vance under
the Credit Agreement incorporated by reference to Exhibit 10.36
of the Company's
73
<PAGE>
Form 10-Q dated September 30, 1997.
10.40 $10.0 million Revolving Note under the Credit Agreement
incorporated by reference to Exhibit 10.37 of the Company's Form
10-Q dated September 30, 1997.
10.41 Term Loan Note A under the Credit Agreement incorporated by
reference to Exhibit 10.38 of the Company's Form 10-Q dated
September 30, 1997.
10.42 Term Loan Note B under the Credit Agreement incorporated by
reference to Exhibit 10.39 of the Company's Form 10-Q dated
September 30, 1997.
10.43 Guaranty Executed by Borrower and Each Guarantor under the Credit
Agreement incorporated by reference to Exhibit 10.40 of the
Company's Form 10-Q dated September 30, 1997.
10.44 Security Agreement Executed by Borrower and Each Guarantor under
the Credit Agreement incorporated by reference to Exhibit 10.41
of the Company's Form 10-Q dated September 30, 1997.
10.45 Trademark Security Agreement under the Credit Agreement
incorporated by reference to Exhibit 10.42 of the Company's Form
10-Q dated September 30, 1997.
10.46 Patent Security Agreement under the Credit Agreement incorporated
by reference to Exhibit 10.43 of the Company's Form 10-Q dated
September 30, 1997.
10.47 Stock Pledge Agreement Executed by Mikohn under the Credit
Agreement incorporated by reference to Exhibit 10.44 of the
Company's Form 10-Q dated September 30, 1997.
10.48 Bank Agency Agreements under the Credit Agreement incorporated by
reference to Exhibit 10.45 of the Company's Form 10-Q dated
September 30, 1997.
10.49 Post Closing Agreement under the Credit Agreement incorporated by
reference to Exhibit 10.46 of the Company's Form 10-Q dated
September 30, 1997.
10.50 Deed of Trust under the Credit Agreement incorporated by
reference to Exhibit 10.47 of the Company's Form 10-Q dated
September 30, 1997.
10.51 Deed of Trust under the Credit Agreement incorporated by
reference to Exhibit 10.48 of the Company's Form 10-Q dated
September 30, 1997.
10.52 Composition Mortgage under the Credit Agreement incorporated by
reference to Exhibit 10.49 of the Company's Form 10-Q dated
September 30, 1997.
10.53 Agreement dated April 9, 1998, between the Company and
Progressive Games, Inc. for the Company to acquire the stock of
Progressive Games, Inc.
74
<PAGE>
incorporated by reference to Exhibit 10.53 of the Company's Form
10-Q dated March 31, 1998.
10.54 $86.0 million Amended and Restated Credit Agreement among Mikohn
Gaming Corporation, as Borrower, Each of the Financial
Institutions together with their Lenders, and First Source
Financial LLP, as Agent dated as of August 28, 1998 incorporated
by reference to Exhibit 10.53 of the Company's Form 10-Q dated
September 30, 1998.
10.55 Annex and Schedules to Amended and Restated Credit Agreement
Dated as of August 28, 1998 incorporated by reference to Exhibit
10.54 of the Company's Form 10-Q dated September 30, 1998.
*10.56 Employment Agreement dated September 22, 1998, between the
Company and Robert J. Smyth incorporated by reference to Exhibit
10.24 to the Company's report on Form 10-K for the year ended
June 30, 1998.
21.1 Subsidiaries
23.1 Consent of Deloitte & Touche LLP
27 Financial Data Schedules
*Management contracts and compensation plans
(b) Reports on Form 8-K filed during the last quarter of 1999.
None
75
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MIKOHN GAMING CORPORATION
April 7, 2000 By: /s/ Don W. Stevens
-------------------------------------
Don W. Stevens, Executive Vice
President, Treasurer, Principal
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David J. Thompson Chairman of the April 7, 2000
- -------------------------- Board, President and
David J. Thompson Chief Executive Officer
/s/ Dennis A. Garcia EVP - Proprietary Games April 7, 2000
- -------------------------- Director
Dennis A. Garcia
/s/ Bruce E. Peterson Director April 7, 2000
- --------------------------
Bruce E. Peterson
/s/ Terrance W. Oliver Director April 7, 2000
- --------------------------
Terrance W. Oliver
/s/ John K Campbell Director April 7, 2000
- --------------------------
John K. Campbell
/s/ James E. Meyer Director April 7, 2000
- --------------------------
James E. Meyer
/s/ Douglas M. Todoroff Director April 7, 2000
- --------------------------
Douglas M. Todoroff
76
<PAGE>
EXHIBIT 21.1
Subsidiaries of the Registrant
The following lists the subsidiaries of the registrant:
State / Country
Subsidiary / dba Of Incorporation
-------------------------------------- ----------------
Casino Excitement, Inc. Nevada
Games of Nevada, Inc. Nevada
MGC, Inc. Nevada
Mikohn Europe, BV The Netherlands
Mikohn Foreign Sales Corporation Barbados
Mikohn International, Inc. Nevada
Mikohn Nevada Nevada
Mikohn South America, SA (99.7% shareholder) Peru
Progressive Games, Inc. Delaware
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT:
We consent to the incorporation by reference in Registration Statement Nos. 33-
73506, 333-07441, 333-30525 and 333-30605 of Mikohn Gaming Corporation on Form
S-8 of our report dated February 26, 2000, appearing in this Annual Report on
Form 10-K of Mikohn Gaming Corporation for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
April 11, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 30,000
<SECURITIES> 18,000
<RECEIVABLES> 35,060
<ALLOWANCES> 1,439
<INVENTORY> 26,793
<CURRENT-ASSETS> 67,245
<PP&E> 42,511
<DEPRECIATION> 17,126
<TOTAL-ASSETS> 162,000
<CURRENT-LIABILITIES> 23,944
<BONDS> 86,853
0
0
<COMMON> 1,080
<OTHER-SE> 49,852
<TOTAL-LIABILITY-AND-EQUITY> 162,000
<SALES> 106,884
<TOTAL-REVENUES> 106,884
<CGS> 54,846
<TOTAL-COSTS> 92,114
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 537
<INTEREST-EXPENSE> 8,850
<INCOME-PRETAX> 5,383
<INCOME-TAX> 1,635
<INCOME-CONTINUING> 3,748
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,748
<EPS-BASIC> .35
<EPS-DILUTED> .35
</TABLE>
