- Notification that Annual Report will be submitted late (NT 10-K)
03 Março 2009 - 6:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission
File Number: 001-10362
NOTIFICATION OF LATE FILING
|
|
|
|
|
|
(Check one):
|
|
þ
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
|
|
|
|
|
|
|
|
|
For Period Ended:
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form 10-K
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form 20-F
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form 11-K
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form 10-Q
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form N-SAR
|
|
|
|
|
|
|
|
|
|
For the Transition Period Ended:
|
|
|
|
|
|
|
|
|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
N/A
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
3600 Las Vegas Blvd. South
Address of Principal Executive Office
(Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|
|
|
|
|
|
þ
|
|
|
(a)
|
|
The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
|
|
|
|
|
|
|
(b)
|
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|
|
|
|
|
|
|
|
(c)
|
|
The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART
III NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attached extra sheets if needed.)
The principal reason for the Registrants inability to file at this time is
that the Registrant is still in the process of assessing its financial position and
liquidity needs in light of a) recent and ongoing economic conditions which have
negatively impacted the Registrants operating results, and b) instability in the
capital markets; therefore, the Registrant is unable to finalize its financial
statements, including the notes thereto, at this time. One of the factors being
assessed is the potential impact of the Registrants recent decision, as reported on
Form 8-K filed on February 27, 2009, to borrow $842 million, the total amount of
unused borrowing capacity available under its senior credit facility (after taking
into account outstanding letters of credit totaling $93 million).
In addition, while the Registrant was in compliance with its financial
covenants under its senior credit facility at December 31, 2008, if the recent
adverse conditions in the economy in general and the gaming industry in
particular continue, the Registrant believes that it will not be in compliance
with those financial covenants during 2009. Such noncompliance would constitute an
event of default under the senior credit facility. The Registrant has commenced
discussions with the Administrative Agent of its senior credit facility in order to
obtain a) a waiver for any instances of noncompliance, or b) an amendment to the
senior credit facility to modify such covenants; however, the Registrant can provide
no assurances that such waiver or amendment can be obtained, or that the terms under
which such waiver or amendment can be obtained would be satisfactory to the
Registrant. No conclusion with respect to such discussions has been reached as of
the date of this filing. If the Registrant is unable to negotiate such a waiver or
amendment, a majority of the lenders under the senior credit facility could
accelerate repayment of borrowings under the senior credit facility and, under
certain circumstances, cross defaults could be triggered under the Registrants
other debt instruments.
To ensure a thorough and up-to-date discussion of its financial position and
liquidity needs, the Registrant expects to include additional information about its
liquidity and financial position in its Form 10-K, including a detailed discussion
of the impact of the matters described above.
Because the assessment of its financial position and liquidity is ongoing, the
Registrant is unable to complete its Form 10-K in a timely manner without
unreasonable effort or expense. The Registrant plans to file its Form 10-K by March
17, 2009, as prescribed in Rule 12b-25.
As a result of the potential noncompliance with the financial covenants under
the senior credit facility described above, and the uncertainty of whether a waiver
or amendment can be obtained on terms satisfactory to the Registrant, the Registrant
notes that it is likely that the report of its independent registered public
accounting firm on the Registrants consolidated financial statements for the year
ended December 31, 2008 will contain an explanatory paragraph with respect to the
Registrants ability to continue as a going concern.
PART
IV OTHER INFORMATION
(1)
|
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
Daniel J. DArrigo
Executive Vice President and Chief Financial Officer
|
|
(702)
|
|
693-8895
|
(Name) (Title)
|
|
(Area Code)
|
|
(Telephone Number)
|
(2)
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
|
|
|
Yes
þ
No
o
|
|
(3)
|
|
Is it anticipated that any significant change in results of
operations for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
|
|
|
Yes
þ
No*
o
|
|
|
|
|
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
|
|
|
|
The Registrant anticipates, based on the information currently
available to it, that its results of operations for the year ended
December 31, 2008 will be significantly different from those for the
year ended December 31, 2007.
Significant impacts on
2007
:
1) A
pre-tax gain of $1.03 billion recognized in 2007 from the
contribution of CityCenter to a joint venture owned equally by the
Registrant and a wholly-owned subsidiary of Dubai World; 2) pre-tax
income of $284 million recognized in 2007 for insurance recoveries
related to Hurricane Katrina; 3) pre-tax income of $93 million
recognized in 2007 for the Registrants share of profits from the
sale of condominium units at The Signature at MGM
Grand.
Significant impacts on 2008
:
1) A non-cash impairment charge for goodwill and other indefinite-lived intangible assets of $1.18 billion (pre-tax)
recognized in 2008 (as reported by the Registrant on Form 8-K on January 7, 2009); 2) a pre-tax gain of $87 million from the repurchase of long-term debt; and 3) a decline in profitability in the Registrants
core operations in 2008.
|
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March
3, 2009
|
|
|
|
|
|
|
MGM MIRAGE
|
|
|
|
/s/ Daniel J. DArrigo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. DArrigo
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
MGM Resorts (NYSE:MGM)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
MGM Resorts (NYSE:MGM)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024