Item 2.06 Material Impairments
On July 1, 2009, the management of Midway Games Inc. (the "Registrant")
concluded that a material charge for impairment is required under generally
accepted accounting principles. On July 1, 2009, the Registrant complied with
the federal Worker Adjustment and Retraining Notification Act and provided a
60-day notification to the employees of its San Diego, California facility (the
"CA Facility") of its intention to close the CA Facility. The headcount
reduction represents all of the employees at the CA Facility and approximately
20% of the Registrant's global workforce. The Registrant expects that the
majority of the headcount reduction will occur by the end of August 2009. Due to
the anticipated closure of the CA Facility and associated headcount reduction,
the Registrant does not expect to release a specific game being developed at the
CA Facility. The Registrant has therefore concluded that an impairment and write
down of approximately $4 million of related capitalized product development
costs is required. There will be no future cash expenditures related to such
impairment charge.
Item 8.01 Other Events
On July 7, 2009, the Registrant and its United States subsidiaries (together
with the Registrant, the "Debtors") filed their monthly operating report for the
period May 1, 2009 through and including May 31, 2009 (the "Monthly Operating
Report") with the United States Bankruptcy Court for the District of Delaware. A
copy of the Monthly Operating Report is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. This current report (including Exhibit 99.1
attached hereto) will not be deemed an admission as to the materiality of any
information required to be disclosed solely by Regulation FD.
The Registrant cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any securities of the Registrant. The Monthly Operating
Report is limited in scope, covers a limited time period, does not include
information about our non-U.S. subsidiaries, and has been prepared solely for
the purpose of complying with the monthly reporting requirements of the Office
of the United States Trustee. The Monthly Operating Report was not audited or
reviewed by independent accountants, is in a format prescribed by applicable
requirements of the Office of the United States Trustee, and is subject to
future adjustment and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the securities of the
Registrant, the Monthly Operating Report contains any information beyond that
required by the Office of the United States Trustee. The Monthly Operating
Report also contains information for periods which are shorter or otherwise
different from those required in the Registrant's reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such
information might not be indicative of the Registrant's financial condition or
operating results for the period that would be reflected in the Registrant's
financial statements or in reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Report should not be viewed as indicative of
future results.
This current report and Exhibit 99.1 contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward looking statements include, without limitation, the Registrant's
beliefs concerning future business conditions, outlook based on currently
available information and statements regarding the Registrant's expectations
concerning the bankruptcy process. The Registrant's actual results could differ
materially from those anticipated in the forward-looking statements as a result
of these risks and uncertainties. These risks and uncertainties, include,
without limitation, (1) the ability of the Registrant to continue as a going
concern or to sell substantially all of its assets as a going concern; (2) the
ability of the Registrant to develop, pursue, confirm and consummate one or more
Chapter 11 plans of reorganization or liquidation with respect to the Debtors
request for relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (collectively, the "Chapter 11 Cases"); (3) the ability of the
Registrant to obtain court approval of its motions in the Chapter 11 cases
pursued by it from time to time; (4) risks associated with third parties seeking
and obtaining court approval to terminate or shorten the exclusivity period for
the Registrant to propose and confirm one or more Chapter 11 plans, or the
appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases;
(5) the ability of the Registrant to continue to do business with its vendors
and service providers; (6) the ability of the Registrant to maintain contracts
that are critical to its operations; (7) potential adverse developments with
respect to the Registrant's liquidity or results of operations; (8) the ability
of the Registrant to fund and execute its business plan; (9) the ability of the
Registrant to retain and compensate key executives and other key employees;
(10) the ability of the Registrant to attract and retain customers; and (11) any
further deterioration in the macroeconomic environment or consumer confidence.
Discussion of additional factors that could cause actual results to differ
materially from management's projections, forecasts, estimates and expectations
is set forth under "Item 1. Business" in the Registrant's Annual Report on Form
10-K for the year ended December 31, 2008, and in
more recent filings made by the Registrant with the Securities and Exchange
Commission. Each forward-looking statement, including, without limitation,
financial guidance, speaks only as of the date on which it is made, and the
Registrant undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which it is made or to reflect
the occurrence of anticipated or unanticipated events or circumstances, except
as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Monthly Operating Report for the period May 1, 2009 through and
including May 31, 2009, filed with the United States Bankruptcy Court
for the District of Delaware
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