-----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, EGQRj50H62C5BkszIzIPLpVjYJyWCu6N8fNKnnxLj4hJPs9rAuiSzc0mG/jXYAhs MI8AvGLxhOL2S0xjw1Vxww== 0000950124-01-000661.txt : 20010213 0000950124-01-000661.hdr.sgml : 20010213 ACCESSION NUMBER: 0000950124-01-000661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKES GAMING 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: SEC FILE NUMBER: 000-24993 FILM NUMBER: 1534139 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 8-K 1 c60039e8-k.txt CURRENT REPORT 1 ================================================================================ 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): December 29, 2000 LAKES GAMING, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MINNESOTA 0-24993 41-1913991 ---------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 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) ================================================================================ 2 ITEM 5. OTHER EVENTS. The Press Releases dated December 29, 2000, January 31, 2001 and February 9, 2001, issued by the Registrant have been filed as Exhibits 99.1, 99.2 and 99.3, respectively to this Form 8-K and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated December 29, 2000. 99.2 Press Release dated January 31, 2001. 99.3 Press Release dated February 9, 2001. 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 GAMING, INC. (Registrant) Date: February 9, 2001 By: /s/Timothy J. Cope -------------------------------------- Name: Timothy J. Cope Title: Chief Financial Officer -2- 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated December 29, 2000. 99.2 Press Release dated January 31, 2001. 99.3 Press Release dated February 9, 2001. -3- EX-99.1 2 c60039ex99-1.txt PRESS RELEASE DATED 12/29/00 1 Exhibit 99.1 FRIDAY DECEMBER 29, 12:57 PM EASTERN TIME PRESS RELEASE LAKES GAMING CHAIRMAN PURCHASES COMPANY STOCK MINNEAPOLIS--(BUSINESS WIRE)--Dec. 29, 2000--Lakes Gaming, Inc. (Nasdaq "LACO") today announced that Lyle Berman, the Chairman, CEO and President of the company purchased 370,000 shares of Lakes Gaming, Inc. stock during the month of December at a price of $7.28 per share. Mr. Berman stated, "I believe our company stock price continues to be undervalued. I have confidence in the future of Lakes and have seen this as an opportunity to increase my ownership." Lakes Gaming, Inc. currently manages the largest casino resort in Louisiana and has entered into development and management agreements with three separate tribes for three new casino operations, one in Michigan and two in California. The Company also has agreements for the development of two additional casinos on Indian owned land in California through the joint venture with MRD Gaming described above, and has entered into a joint venture agreement for the development of land on the Las Vegas strip. Lakes Gaming, 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 the Company) 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, those relating to development and construction activities, dependence on existing management, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, fluctuations and changes in customer preferences and attitudes, changes in federal or state tax laws of the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). For more information, review the Company's filings with the Securities and Exchange Commission. Contact: Lakes Gaming, Inc., Minneapolis Timothy J. Cope: 952/449-7030 www.lakesgaming.com EX-99.2 3 c60039ex99-2.txt PRESS RELEASE DATED 1/31/01 1 Exhibit 99.2 WEDNESDAY JANUARY 31, 2001 PRESS RELEASE LAKES GAMING ANNOUNCES YEAR 2000 RESULTS MINNEAPOLIS--(BUSINESS WIRE)--Jan. 31, 2001--Lakes Gaming, Inc. (Nasdaq:LACO) today announced results for the fiscal year ended December 31, 2000. Revenue for the year totaled $59.0 million. Net earnings for the year were $15.7 million and basic and diluted earnings were $1.47 per common share. Net earnings include a provision for litigation loss ($10.6 million net of tax), Lakes' share of losses from unconsolidated affiliates ($1.7 million net of tax), and the write-off of investments in unconsolidated affiliates ($3.3 million net of tax) for a total of $15.6 million net of tax non-operating charges or $1.47 per common share. Net earnings for the year prior to these charges were $31.3 million and basic and diluted earnings per share were $2.94 before the non-operating charges were incurred. Lakes' balance sheet at December 31, 2000 included approximately $213 million in assets and $37.0 million in liabilities, including the litigation settlement provision of $18 million. Net worth of approximately $176 million represents a ten percent increase in shareholders equity despite the litigation settlement reserve and asset write-offs. Total revenue at Grand Casino Coushatta, the casino resort in Louisiana managed by Lakes, inreased approximately five percent over the prior year. Increases at the casino in marketing and employee benefit costs resulted in a slight decrease to Lakes' management fee income from Coushatta, to $38.9 million from $40.6 million in the prior year. Lyle Berman, Chairman, CEO and President of Lakes stated, "We are very proud of the Grand Casino Coushatta operation and our partnership with the Coushatta Tribe of Louisiana. Future expansion plans at the site include 200 new hotel rooms opening in 2001, followed soon after by a special events/entertainment center, golf course and additional hotel rooms." Berman stated, "The past twelve months have been an exciting and productive time for our company. We began the year by announcing in February, 2000 that the Company and the Coushatta Tribe of Louisiana agreed to a new five year management contract for the Tribe's Grand Casino Coushatta operations. Although the contract has yet to be formally approved, we look forward to our continued relationship with the Coushatta Tribe." In March 2000, the voters in the State of California approved a state constitutional amendment permitting California Tribes to operate Nevada-style casinos on Indian lands. 2 Lakes quickly reacted by entering into agreements for the development of two new California casinos through a joint venture, in addition to the two existing development and management contracts Lakes has for two other California casinos. During this time frame, Lakes announced the conclusion of the management contract for Grand Casino Avoyelles and was repaid all amounts owing to it under the buyout and loan agreements with the Tunica-Biloxi Tribe of Louisiana. At the end of July 2000, the Company announced that it had formed a joint venture, Metroplex-Lakes, to develop Las Vegas real estate owned by Lakes, with the goal to reduce risks of the Company and to begin to capture the value of a substantial asset on Lakes' balance sheet. A significant reduction in risk to the Company was accomplished when Lakes announced in June 2000, settlement agreements had been reached regarding both the Stratosphere shareholders' litigation and the Grand Casinos, Inc. shareholders' litigation. The settlements are still subject to final court approvals. "At the end of the year," Berman continued, "we wrote off the carrying value of our investments in other companies such as Interactive Learning Group, Fanball.com and TRAK 21. We are always open to a good business opportunity, however, at this time, we are fully focused on the continued success of Grand Casino Coushatta and the five new casino projects to be developed." The fourth quarter financial performance resulted in a loss of approximately $100,000 or ($0.01) per share which included the investment write-off of $3.3 million net after tax or $0.31 per share and $0.08 per share for Lakes proportionate share of losses from unconsolidated affiliates. Lakes Gaming, Inc. currently manages the largest casino resort in Louisiana and has entered into development and management agreements with three separate tribes for three new casino operations, one in Michigan and two in California. The Company also has agreements for the development of two additional casinos on Indian owned land in California through a joint venture with MRD Gaming, and has entered into a joint venture agreement for the development of land on the Las Vegas strip. Lakes Gaming, 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 the Company) 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 3 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, those relating to development and construction activities, dependence on existing management, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, fluctuations and changes in customer preferences and attitudes, changes in federal or state tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). For more information, review the Company's filings with the Securities and Exchange Commission. LAKES GAMING, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands)
Dec. 31, Jan. 2, 2000 2000 --------------------- Assets Current Assets: Cash and cash equivalents $ 10,469 $ 24,392 Short-term investments 32,477 27,433 Current installments of notes receivable 16,679 15,406 Accounts receivable 2,373 5,613 Other current assets 16,057 7,380 - ----------------------------------------------------------------------------------------------------------------------------- Total Current Assets 78,055 80,224 - ----------------------------------------------------------------------------------------------------------------------------- Property and Equipment-Net 1,414 1,888 - ----------------------------------------------------------------------------------------------------------------------------- Other Assets: Land held for development 58,671 54,812 Notes receivable-less current installments 35,337 20,022 Cash and cash equivalents-restricted 30,270 12,149 Investments in and notes from unconsolidated affiliates 3,209 8,446 Other long-term assets 5,853 5,997 - ----------------------------------------------------------------------------------------------------------------------------- Total Other Assets 133,340 101,426 - ----------------------------------------------------------------------------------------------------------------------------- Total Assets $212,809 $183,538 =============================================================================================================================
4 Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 79 $ 488 Income taxes payable 5,479 6,385 Litigation and claims accrual 25,078 8,419 Other accrued expenses 4,521 6,099 - ----------------------------------------------------------------------------------------------------------------------------- Total Current Liabilities 35,157 21,391 - ----------------------------------------------------------------------------------------------------------------------------- Long-term Liabilities: Long-term debt-less current installments 1,850 1,500 Deferred income taxes -- 786 - ----------------------------------------------------------------------------------------------------------------------------- Total Long-Term Liabilities 1,850 2,286 - ----------------------------------------------------------------------------------------------------------------------------- Total Liabilities 37,007 23,677 - ----------------------------------------------------------------------------------------------------------------------------- Commitments and Contingencies -- -- Shareholders' Equity: Capital stock, $.01 par value; authorized 100,000 shares; 10,638 and 10,629 common shares issued and outstanding at December 31, 2000, and January 2, 2000, respectively 106 106 Additional paid-in-capital 131,525 131,406 Accumulated other comprehensive earnings (loss) (333) (478) Retained Earnings 44,504 28,827 - ----------------------------------------------------------------------------------------------------------------------------- Total Shareholders' Equity 175,802 159,861 - ----------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $212,809 $183,538 =============================================================================================================================
5 LAKES GAMING, INC. AND SUBSIDIARIES Consolidated Statements of Earnings (In thousands, except earnings per share)
Three Months Ended --------------------- Dec. 31, Jan. 2, 2000 2000 Revenues: Management fee income $ 6,652 $ 10,275 Costs and Expenses: Selling, general and administrative 1,578 2,298 Depreciation and amortization 332 481 - ----------------------------------------------------------------------------------------------------------------------------- Total Costs and Expenses 1,910 2,779 - ----------------------------------------------------------------------------------------------------------------------------- Earnings From Operations 4,742 7,496 - ----------------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest income 2,157 1,741 Interest expense (24) (24) Equity in loss of unconsolidated affiliates (901) (1,153) Other -- (135) Provision for litigation loss -- -- Write-down of unconsolidated affiliates (5,522) -- - ----------------------------------------------------------------------------------------------------------------------------- Total other income (expense), net (4,290) 429 - ----------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes 452 7,925 Provision for income taxes 556 3,722 - ----------------------------------------------------------------------------------------------------------------------------- Net Earnings (Loss) ($ 104) $4,203 ============================================================================================================================= Diluted Earnings per Share ($ 0.01) $ 0.39 ============================================================================================================================= Weighted Average Common Shares Outstanding 10,638 10,628 Dilutive Effect of Stock Compensation Programs 1 83 - ----------------------------------------------------------------------------------------------------------------------------- Weighted Average Common and Diluted Shares Outstanding 10,639 10,711 =============================================================================================================================
6 LAKES GAMING, INC. AND SUBSIDIARIES Consolidated Statements of Earnings (In thousands, except earnings per share)
Twelve Months Ended --------------------- Dec. 31, Jan. 2, 2000 2000 Revenues: Management fee income $59,044 $54,716 Costs and Expenses: Selling, general and administrative 9,025 7,750 Depreciation and amortization 2,910 1,916 - ----------------------------------------------------------------------------------------------------------------------------- Total Costs and Expenses 11,935 9,666 - ----------------------------------------------------------------------------------------------------------------------------- Earnings From Operations 47,109 45,050 - ----------------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest income 7,943 7,580 Interest expense (97) (98) Equity in loss of unconsolidated affiliates (2,904) (2,925) Other 63 1,285 Provision for litigation loss (18,000) -- Write-down of unconsolidated affiliates (5,522) -- - ----------------------------------------------------------------------------------------------------------------------------- Total other income (expense), net (18,517) 5,842 - ----------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes 28,592 50,892 Provision for income taxes 12,915 22,065 - ----------------------------------------------------------------------------------------------------------------------------- Net Earnings $15,677 $28,827 ============================================================================================================================= Basic Earnings per Share $ 1.47 $ 2.72 ============================================================================================================================= Diluted Earnings per Share $ 1.47 $ 2.67 ============================================================================================================================= Weighted Average Common Shares Outstanding 10,635 10,600 Dilutive Effect of Stock Compensation Programs 7 186 - ----------------------------------------------------------------------------------------------------------------------------- Weighted Average Common and Diluted Shares Outstanding 10,642 10,786 =============================================================================================================================
- --30--cr/ms* Contact: Lakes Gaming, Inc., Minneapolis Timothy J. Cope: 952/449-7030 www.lakesgaming.com EX-99.3 4 c60039ex99-3.txt PRESS RELEASE DATED 2/9/01 1 Exhibit 99.3 FRIDAY FEBRUARY 9, 9:50 AM EASTERN TIME PRESS RELEASE LAKES GAMING DISCONTINUES INVOLVEMENT WITH PASKENTA TRIBE OF CALIFORNIA MINNEAPOLIS--(BUSINESS WIRE)--Feb. 9, 2001--Lakes Gaming, Inc. (Nasdaq:LACO - news) today announced that it has mutually agreed with the Paskenta Band of Nomlaki Indians in California to discontinue Lakes' involvement in the casino development planned by the Paskenta Tribe. Lakes had previously announced a joint venture with MRD Gaming to develop a casino on behalf of the Paskenta Tribe in northern California. Lakes Gaming, Inc. currently manages the largest casino resort in Louisiana and has entered into development and management agreements with three separate tribes for three new casino operations, one in Michigan and two in California. The Company also has agreements for the development of one additional casino on Indian owned land in California through a joint venture with MRD Gaming, and has entered into a joint venture agreement for the development of land on the Las Vegas strip. Lakes Gaming, 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 the Company) 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, those relating to development and construction activities, dependence on existing management, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, fluctuations and changes in customer preferences and attitudes, changes in federal or state tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). For more information, review the Company's filings with the Securities and Exchange Commission. Contact: Lakes Gaming, Inc., Minnetonka Timothy J. Cope 952/449-7030 www.lakesgaming.com -----END PRIVACY-ENHANCED MESSAGE-----