LAKES GAMING INC
8-K, 1999-04-23
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>   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): April 21, 1999


                               LAKES GAMING, INC.
             (Exact name of registrant as specified in its charter)


                                    MINNESOTA
                          (State or other jurisdiction
                               of incorporation)

                                     0-24993
                            (Commission File Number)

                                   41-1913991
                                  (IRS Employer
                               Identification No.)


130 CHESHIRE LANE, MINNETONKA, MINNESOTA                   55305
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (612) 449-9092


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

                                   Page 1 of 7
                         Exhibit Index Appears on Page 3



<PAGE>   2




ITEM 5.  OTHER EVENTS.

         The Registrant's Press Release dated April 21, 1999, which is filed as
Exhibit 99.1 to this Form 8-K is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits

99.1     Press Release dated April 21, 1999.





                                    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: April 23, 1999                    By:     s/Timothy J. Cope       
                                            ----------------------------------
                                             Name: Timothy J. Cope
                                             Title:   Chief Financial Officer



                                       -2-

<PAGE>   3



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.             DESCRIPTION                                   PAGE
- -----------             -----------                                   ----

<S>                     <C>                                            <C>
    99.1                Press Release................................. 4
</TABLE>







                                       -3-

<PAGE>   1



                                                                    EXHIBIT 99.1

Lakes Gaming, Inc. (ticker: LACO, exchange: NASDAQ) News Release - Wednesday,
April 21, 1999

LAKES GAMING ANNOUNCES FIRST-QUARTER DILUTED EARNINGS OF $0.80

FOR IMMEDIATE RELEASE:  WEDNESDAY, APRIL 21, 1999

MINNEAPOLIS, APRIL 21, 1999 - LAKES GAMING, INC. (NASDAQ "LACO") today announced
results for the first quarter ended April 4, 1999. Revenues for the quarter
totaled $15.1 million. Net earnings were $8.6 million and basic and diluted
earnings for the quarter were $0.81 per share and $0.80 per share respectively.
Approximately 10.6 million shares of Lakes common stock are currently
outstanding. Lakes began trading as a separate public company on January 4,
1999, and therefore comparative prior year results are not presented.

Results from managed operations for the quarter were positively impacted from a
25,000-square-foot gaming floor expansion and a 223-room hotel, both of which
opened at Grand Casino Coushatta at the end of 1998. On a combined basis, total
revenue at Grand Casino Avoyelles and Grand Casino Coushatta increased 19
percent while gaming revenue increased 15.6 percent during the first quarter of
1999 as compared with the first quarter of 1998.

Commenting on the company's performance, Lyle Berman, Chairman of the Board and
Chief Executive Officer of Lakes, said, "Performance at both Grand Casino
Avoyelles and Grand Casino Coushatta surpassed operating results from the prior
year's first quarter. Our focus continues to be on providing quality management
services to the casino resorts Lakes manages with the goal of sustaining the
trend of continuous improvement demonstrated during the first quarter."

"Lakes is actively pursuing new development opportunities," commented Berman
regarding the company's strategic growth initiatives. "With total assets in
excess of $175 million, and cash of more than $63 million, Lakes has the balance
sheet strength to support a significant business enterprise."

Lakes operates the Indian casino management business and holds various other
assets previously owned by Grand Casinos, Inc. The company's revenues are
derived from management fees. The casino resorts managed by Lakes are Grand
Casino Avoyelles and Grand Casino Coushatta. The casinos are managed under
separate agreements on behalf of two different Tribes.

Lakes Gaming, Inc. is a publicly held casino management company that was formed
through a distribution to shareholders of Grand Casinos, Inc. effected in
December 1998. The company currently manages the two largest casino resorts in
Louisiana. Grand Casino Avoyelles is located in the central part of the state,
approximately 80 miles northwest of Baton Rouge. Grand Casino Coushatta is
located in southwestern Louisiana, near Interstate 10, approximately 160 miles
east of Houston. Lakes Gaming, Inc. common shares are traded on the Nasdaq Stock
Market under the trading symbol "LACO."




<PAGE>   2



                       LAKES GAMING, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                 (In thousands)

<TABLE>
<CAPTION>
                                                April 4, 1999  January 3, 1999
<S>                                             <C>            <C>     
ASSETS
Current Assets:
  Cash and cash equivalents                        $ 63,567     $ 56,774
  Current installments of notes receivable            8,917        8,561
  Accounts receivable                                15,397       15,217
  Deferred income taxes                               7,370        7,370
  Other current assets                                1,429          756
Total Current Assets                                 96,680       88,678
Property and Equipment-Net                            1,433        1,265
Other Assets:
  Land held for development                          35,030       26,647
  Notes receivable-less current installments         22,909       25,118
  Cash and cash equivalents-restricted                4,992        4,992
  Investments in and notes from unconsolidated
     affiliates                                       8,501        8,590
  Casino development costs                            4,412        4,846
  Securities available for sale                       1,033        1,033
  Other long-term assets                                313          200
Total Other Assets                                   77,190       71,426
TOTAL ASSETS                                       $175,303     $161,369

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                 $    409     $   -
  Income taxes payable                               16,864       10,811
  Litigation and claims accrual                       9,633       10,554
  Other accrued expenses                              4,390        4,625
Total Current Liabilities                            31,296       25,990
Long-term Liabilities:
  Long-term debt-less current installments              975          975
  Deferred income taxes                               2,733        2,733
Total Long-Term Liabilities                           3,708        3,708
TOTAL LIABILITIES                                    35,004       29,698
</TABLE>





<PAGE>   3



<TABLE>
<S>                                                                        <C>          <C>     
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity:
  Capital stock, $.01 par value; authorized 100,000 shares; 10,576 and
  10,584 common shares issued and outstanding at April 4, 1999, and
  January 3, 1999,
  respectively                                                                  106          106
  Additional paid-in-capital                                                130,995      130,929
  Accumulated other comprehensive earnings                                      636          636
  Retained Earnings                                                           8,562         --
Total Shareholders' Equity                                                  140,299      131,671
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $175,303     $161,369
</TABLE>






<PAGE>   4


                       LAKES GAMING, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                    (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                        April 4, 1999
<S>                                                   <C>     
    REVENUES:
           Management fee income                           $ 15,109

    COSTS AND EXPENSES:
           Selling, general and administrative                1,709
           Depreciation and amortization                        476
                    Total Costs and Expenses                  2,186

    EARNINGS FROM OPERATIONS                                 12,923

    OTHER INCOME (EXPENSE):
           Interest income                                    1,635
           Interest expense                                     (24)
           Equity in loss of unconsolidated affiliates         (255)
           Other                                                411
           Total other income, net                            1,767

Earnings before income taxes                                 14,691
Provision for income taxes                                    6,128

    NET EARNINGS                                           $  8,562

    BASIC EARNINGS PER SHARE                               $   0.81

    DILUTED EARNINGS PER SHARE                             $   0.80

    WEIGHTED AVERAGE COMMON SHARES OUTSTANDING               10,578

    WEIGHTED AVERAGE COMMON AND DILUTED
    SHARES OUTSTANDING                                       10,682
</TABLE>


FOR FURTHER INFORMATION CONTACT:
Jaye Snyder 612-449-8556

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Lakes Gaming, Inc.'s business
which are not historical facts are "forward-looking statements" that involve
risks and uncertainties. For a discussion of such risks and uncertainties, which
could cause actual results to differ from those contained in the forward-looking
statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for
the most recently ended fiscal year.





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