-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiOyAmQUAuOpJFRZWETgqh14KyMLWq9X+SPg29ACcjzJLCtmYjDfDxr7xfP1+jlR S3iZZy3j83vBW11uKo063w== 0000950134-03-013924.txt : 20031024 0000950134-03-013924.hdr.sgml : 20031024 20031024153630 ACCESSION NUMBER: 0000950134-03-013924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031024 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKES ENTERTAINMENT INC CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24993 FILM NUMBER: 03956475 BUSINESS ADDRESS: STREET 1: 130 CHESHIERE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6124499092 MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 8-K 1 c80346e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2003 LAKES ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-24993 41-1913991 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 130 CHESHIRE LANE, MINNETONKA, MINNESOTA 55305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 449-9092 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Lakes Entertainment, Inc. Press Release dated October 24, 2003. 99.2 Lakes Entertainment, Inc. Press Release dated October 24, 2003. ITEM 9. REGULATION FD DISCLOSURE On October 24, 2003, Lakes Entertainment, Inc. issued a press release that included information regarding a certain litigation matter. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 24, 2003, Lakes Entertainment, Inc. issued a press release that included financial information for the third quarter of fiscal 2003. A copy of the press release is being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.2 to this Form 8-K. SIGNATURE Pursuant to the requirements 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. LAKES ENTERTAINMENT, INC. (Registrant) Date: October 24, 2003 By: /s/Timothy J. Cope -------------------------------- Name: Timothy J. Cope Title: President and Chief Financial Officer -2- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated October 24, 2003. 99.2 Press Release dated October 24, 2003. -3- EX-99.1 3 c80346exv99w1.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE LAKES ENTERTAINMENT, INC. [LAKES ENTERTAINMENT, INC. LOGO] 130 CHESHIRE LANE MINNETONKA, MN 55305 952-449-9092 952-449-9353 (fax) WWW.LAKESENTERTAINMENT.COM TRADED: NASDAQ "LACO" - -------------------------------------------------------------------------------- FOR FURTHER INFORMATION CONTACT: Timothy J. Cope 952-449-7030 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: Friday, October 24, 2003 LAKES ENTERTAINMENT, INC. NAMED AS A DEFENDANT IN LITIGATION MINNEAPOLIS, OCTOBER 24, 2003 -- LAKES ENTERTAINMENT, INC. (NASDAQ "LACO") today announced that it has been named as one of a number of defendants in a counterclaim filed in state court in Harris County, Texas by Willard Eugene Smith involving Kean Argovitz Resorts (KAR), related persons and entities. In the counterclaim, Smith asserts that, under an alleged oral agreement with Kevin Kean, he is entitled to a percentage of fees to be received by the KAR entities or principals relating to the Shingle Springs and Jamul casinos being developed by Lakes' subsidiaries in California. Smith also seeks recovery of damages and other relief from the KAR entities, Lakes and certain affiliates based on their conduct with respect to the alleged agreement. Lakes believes the counterclaim against it is without merit and understands that the alleged agreement upon which Smith bases his claim was rendered null and void in a prior judgment issued against Smith by the Harris County, Texas state court in October 2000. Lakes acquired KAR's interests in the Shingle Springs and Jamul projects on January 30, 2003. In the buyout agreements between Lakes and certain KAR entities and related principals, the KAR entities represented to Lakes that the KAR entities and their affiliates had no continuing agreements with any third party relating to the Shingle Springs and Jamul projects and that no claims or rights of any third parties existed with respect to their rights in such projects. Lakes will vigorously defend against the allegations made against it and will pursue its indemnification rights against the KAR entities and their principals under the buyout agreements if necessary. Lakes Entertainment, Inc. currently has development and management agreements with four separate Tribes for four new casino operations, one in Michigan, two in California and one with the Nipmuc Nation on the East Coast. Lakes Entertainment also has agreements for the development of one additional casino on Indian-owned land in California through a joint venture with MRD Gaming, which is currently being -4- disputed by the Tribe. Additionally, the Company owns approximately 80% of World Poker Tour, LLC, a joint venture formed to film and produce poker tournaments for television broadcast. Lakes Entertainment, Inc. common shares are traded on the Nasdaq National Market under the trading symbol "LACO". - -------------------------------------------------------------------------------- The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Lakes Entertainment, Inc.) contains statements that are forward-looking, such as statements relating to plan for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, possible delays in completion of Lakes' casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects; possible termination or adverse modification of management contracts; continued indemnification obligations to Grand Casinos; highly competitive industry; possible changes in regulations; reliance on continued positive relationships with Indian tribes and repayment of amounts owned to Lakes by Indian tribes; possible need for future financing to meet Lakes' expansion goals; risks of entry into new businesses; and reliance on Lakes' management. For more information, review the Company's filings with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- -5- EX-99.2 4 c80346exv99w2.txt PRESS RELEASE EXHIBIT 99.2 NEWS RELEASE [LAKES ENTERTAINMENT, INC. LOGO] LAKES ENTERTAINMENT, INC. 130 CHESHIRE LANE MINNETONKA, MN 55305 952-449-9092 952-449-9353 (fax) WWW.LAKESENTERTAINMENT.COM TRADED: NASDAQ "LACO" - -------------------------------------------------------------------------------- FOR FURTHER INFORMATION CONTACT: Timothy J. Cope 952-449-7030 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: Friday, October 24, 2003 LAKES ENTERTAINMENT, INC. ANNOUNCES RESULTS FOR THIRD QUARTER 2003 MINNEAPOLIS, OCTOBER 24, 2003 -- LAKES ENTERTAINMENT, INC. (NASDAQ "LACO") today announced results for the third quarter ended September 28, 2003. Net loss for the quarter was $1.3 million and basic and diluted losses were $0.12 per share. This compares with a net loss of $1.7 million and basic and diluted losses of $0.16 per share for the quarter ended September 29, 2002. Revenue for the quarter totaled $0.4 million. No revenues were recognized during the prior year period. Revenues for the current year quarter were derived from license fees related to the 2003 World Poker Tour (WPT) series which has now completed its first full season on the Travel Channel, LLC, (TRV). In August of 2003, WPT, a subsidiary company of Lakes, made an agreement with TRV granting TRV the exclusive right to broadcast the second season of the WPT series within the United States. The new agreement also provides TRV with consecutive, exclusive options to broadcast five additional seasons of the program. WPT will receive a series of fixed license payments from TRV for the second season. These payments will commence in 2004 and are subject to satisfaction of production milestones and other conditions. No revenue related to WPT is expected to be recognized during the remainder of 2003. Revenue from the second season, along with related production costs, will be recognized in 2004. Selling, general and administrative expenses remained nearly constant at $2.5 million for the three months ended September 28, 2003 compared to $2.7 million for the three months ended September 29, 2002. (more) -6- Lyle Berman, Chairman and CEO of Lakes, stated, "We are extremely pleased with the agreement with TRV for a second season of the World Poker Tour series which was reached during the third quarter. We are also very excited about the continued and growing popularity of the World Poker Tour Series. We anticipate that this new arrangement with the TRV along with other potential revenue opportunities puts the project in a position to be self-sufficient and profitable in future years." Berman continued, "Our cash balance increased significantly during the third quarter of 2003 as we received cash in the amount of $16.0 million at the time of the sale of the Shark Club property in Las Vegas, Nevada. This cash will be used to continue funding development of our Native American-owned casino projects. Our focus continues to be on the successful development of our Native American-owned casino projects and we are hopeful that construction on one or more of the projects can begin as soon as early 2004." Lakes Entertainment, Inc. currently has development and management agreements with four separate Tribes for four new casino operations, one in Michigan, two in California and one with the Nipmuc Nation on the East Coast. Lakes Entertainment also has agreements for the development of one additional casino on Indian-owned land in California through a joint venture with MRD Gaming, which is currently being disputed by the Tribe. Additionally, the Company owns approximately 80% of World Poker Tour, LLC, a joint venture formed to film and produce poker tournaments for television broadcast. Lakes Entertainment, Inc. common shares are traded on the Nasdaq National Market under the trading symbol "LACO". - -------------------------------------------------------------------------------- The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Lakes Entertainment, Inc.) contains statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, possible delays in completion of Lakes' casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects; possible termination or adverse modification of management contracts; continued indemnification obligations to Grand Casinos; highly competitive industry; possible changes in regulations; reliance on continued positive relationships with Indian tribes and repayment of amounts owned to Lakes by Indian tribes; possible need for future financing to meet Lakes' expansion goals; risks of entry into new businesses; and reliance on Lakes' management. For more information, review the Company's filings with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- -7- LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
(UNAUDITED) SEPTEMBER 28, 2003 DECEMBER 29, 2002 - ------------------------------------------------------------------------------------------------------ Assets Current Assets: Cash and cash equivalents $31,292 $14,106 Accounts receivable, net 610 116 Deferred tax asset 2,640 6,771 Other current assets 961 547 - ------------------------------------------------------------------------------------------------------ Total Current Assets 35,503 21,540 - ------------------------------------------------------------------------------------------------------ Property and Equipment-Net 6,598 6,962 - ------------------------------------------------------------------------------------------------------ Other Assets: Land held under contract for sale 4,967 28,832 Land held for development 14,375 27,791 Notes receivable-less current installments 80,360 70,955 Cash and cash equivalents-restricted - 8,300 Investments in and notes from unconsolidated affiliates 8,597 1,013 Deferred tax asset 6,125 3,835 Other long-term assets 8,927 6,657 - ------------------------------------------------------------------------------------------------------ Total Other Assets 123,351 147,383 - ------------------------------------------------------------------------------------------------------ TOTAL ASSETS $165,452 $175,885 ====================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $178 $226 Income taxes payable 2,941 5,564 Litigation and claims accrual 148 5,847 Accrued payroll and related 603 252 Other accrued expenses 2,895 3,486 - ------------------------------------------------------------------------------------------------------ Total Current Liabilities 6,765 15,375 - ------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES 6,765 15,375 - ------------------------------------------------------------------------------------------------------ COMMITMENTS AND CONTINGENCIES Shareholders' Equity: Capital stock, $.01 par value; authorized 100,000 shares; 10,640 and 10,638 common shares issued and outstanding at September 28, 2003, and December 29, 2002, respectively 106 106 Additional paid-in-capital 131,542 131,525 Retained Earnings 27,039 28,879 - ------------------------------------------------------------------------------------------------------ Total Shareholders' Equity 158,687 160,510 - ------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $165,452 $175,885 ======================================================================================================
LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF LOSSES (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
(UNAUDITED) THREE MONTHS ENDED ------------------ SEPTEMBER 28, 2003 SEPTEMBER 29, 2002 ------------------ ------------------ Revenues: License fee income $377 $ - - ------------------------------------------------------------------------------------------------------ Total Revenues 377 - - ------------------------------------------------------------------------------------------------------ COSTS AND EXPENSES: Selling, general and administrative 2,504 2,700 Depreciation and amortization 135 130 - ------------------------------------------------------------------------------------------------------ Total Costs and Expenses 2,639 2,830 - ------------------------------------------------------------------------------------------------------ LOSS FROM OPERATIONS (2,262) (2,830) - ------------------------------------------------------------------------------------------------------ OTHER INCOME (EXPENSE): Interest income 98 134 Interest expense - (23) Equity in loss of unconsolidated affiliates (50) (85) Other - - - ------------------------------------------------------------------------------------------------------ Total other income, net 48 26 - ------------------------------------------------------------------------------------------------------ Loss before income taxes (2,214) (2,804) Benefit for income taxes (912) (1,150) - ------------------------------------------------------------------------------------------------------ NET LOSS ($1,302) ($1,654) ====================================================================================================== BASIC LOSS PER SHARE ($0.12) ($0.16) ====================================================================================================== Diluted Loss per Share ($0.12) ($0.16) ====================================================================================================== Weighted Average Common Shares Outstanding 10,639 10,638 Dilutive Effect of Stock Compensation Programs - - - ------------------------------------------------------------------------------------------------------ Weighted Average Common and Diluted Shares Outstanding 10,639 10,638 ======================================================================================================
LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF LOSSES (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
(UNAUDITED) NINE MONTHS ENDED ----------------- SEPTEMBER 28, 2003 SEPTEMBER 29, 2002 ------------------ ------------------ Revenues: Management fee income $ - $1,502 License fee income 3,881 - - -------------------------------------------------------------------------------------------------------- Total Revenues 3,881 1,502 - -------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES: Selling, general and administrative 7,221 14,371 Depreciation and amortization 394 349 - -------------------------------------------------------------------------------------------------------- Total Costs and Expenses 7,615 14,720 - -------------------------------------------------------------------------------------------------------- LOSS FROM OPERATIONS (3,734) (13,218) - -------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Interest income 649 1,306 Interest expense - (70) Equity in loss of unconsolidated affiliates (197) (316) Other 158 - - -------------------------------------------------------------------------------------------------------- Total other income, net 610 920 - -------------------------------------------------------------------------------------------------------- Loss before income taxes (3,124) (12,298) Benefit for income taxes (1,284) (3,401) - -------------------------------------------------------------------------------------------------------- NET LOSS ($1,840) ($8,897) ======================================================================================================== BASIC LOSS PER SHARE ($0.17) ($0.84) ======================================================================================================== Diluted Loss per Share ($0.17) ($0.84) ======================================================================================================== Weighted Average Common Shares Outstanding 10,639 10,638 Dilutive Effect of Stock Compensation Programs - - - -------------------------------------------------------------------------------------------------------- Weighted Average Common and Diluted Shares Outstanding 10,639 10,638 ========================================================================================================
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