Exhibit 99.1
LAKES ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed consolidated financial information is based on the historical financial statements of Lakes Entertainment, Inc. and its subsidiaries (“Lakes”), including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of the dividend of WPT Enterprises, Inc. (“WPTE”) stock. The dividend of WPTE stock was completed on November 21, 2008. Prior to the dividend of WPTE stock, Lakes owned approximately 61% of WPTE. WPTE is principally engaged in the creation of internationally-branded entertainment and consumer projects driven by the development, production and marketing of televised programming based on gaming themes, the licensing and sale of branded products and the sale of corporate sponsorships.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 28, 2008 and for the year ended December 30, 2007 assume that the spin-off of WPTE occurred as of the beginning of the periods presented. The unaudited pro forma condensed consolidated balance sheet as of September 28, 2008 is presented as if the spin-off had occurred as of that date. The unaudited pro forma condensed consolidated financial information has been prepared based upon available information and certain assumptions and estimates that Lakes believes are reasonable. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the financial position or results of operations that might have occurred had the spin-off occurred as of the dates stated above. The pro forma adjustments are described in the notes hereto.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the audited financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in Lakes’ Annual Report on Form 10-K as of and for the year ended December 30, 2007, and the unaudited interim financial statements and related MD&A included in Lakes’ Quarterly Reports on Form 10-Q as of and for the periods ended March 30, 2008, June 29, 2008 and September 28, 2008.
LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
September 28, 2008
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| | Lakes | | | Pro Forma | | | Lakes | |
| | Historical | | | Adjustments (a) | | | Pro Forma | |
| | (Dollars in thousands) | |
Assets | | | | | | | | | | | | |
Current assets | | $ | 31,775 | | | $ | 12,708 | | | $ | 19,067 | |
Long-term assets related to Indian casino projects: | | | | | | | | | | | | |
Notes receivable from Indian tribes | | | 82,190 | | | | — | | | | 82,190 | |
Intangible assets, net of accumulated amortization of $7.9 million | | | 62,728 | | | | — | | | | 62,728 | |
Other long-term assets related to Indian casino projects | | | 12,747 | | | | — | | | | 12,747 | |
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Total long-term assets related to Indian casino projects | | | 157,665 | | | | — | | | | 157,665 | |
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Other assets: | | | | | | | | | | | | |
Investments in securities | | | 35,614 | | | | 11,248 | | | | 24,366 | |
Other long-term assets | | | 20,047 | | | | 3,092 | | | | 16,955 | |
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Total other assets | | | 55,661 | | | | 14,340 | | | | 41,321 | |
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Total assets | | $ | 245,101 | | | $ | 27,048 | | | $ | 218,053 | |
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Liabilities and shareholders’ equity | | | | | | | | | | | | |
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Current liabilities | | $ | 36,801 | | | $ | 3,057 | | | $ | 33,744 | |
Long-term liabilities | | | 5,598 | | | | — | | | | 5,598 | |
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Total liabilities | | | 42,399 | | | | 3,057 | | | | 39,342 | |
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Commitments and contingencies | | | | | | | | | | | | |
Minority interest in subsidiary | | | 9,380 | | | | 9,380 | | | | — | |
Shareholders’ equity: | | | | | | | | | | | | |
Common stock, $.01 par value; authorized 200,000 shares; 26,015 issued and outstanding at September 28, 2008 | | | 260 | | | | — | | | | 260 | |
Additional paid-in capital | | | 197,773 | | | | 14,051 | | | | 183,722 | |
Retained earnings (accumulated deficit) | | | (1,046 | ) | | | 1,816 | | | | (2,862 | ) |
Accumulated other comprehensive loss | | | (3,665 | ) | | | (1,256 | ) | | | (2,409 | ) |
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Total shareholders’ equity | | | 193,322 | | | | 14,611 | | | | 178,711 | |
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Total liabilities and shareholders’ equity | | $ | 245,101 | | | $ | 27,048 | | | $ | 218,053 | |
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LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Nine Months Ended September 28, 2008
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| | Lakes | | | Pro Forma | | | Lakes | |
| | Historical | | | Adjustments (a) | | | Pro Forma | |
| | (Dollars in thousands, except per share data) | |
Revenues: | | | | | | | | | | | | |
Management, consulting and development fees | | $ | 18,816 | | | $ | — | | | $ | 18,816 | |
License fees | | | 8,824 | | | | 8,773 | | | | 51 | |
Host fees, sponsorship, online gaming and other | | | 4,093 | | | | 4,093 | | | | — | |
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Total revenues | | | 31,733 | | | | 12,866 | | | | 18,867 | |
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Costs and expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 38,175 | | | | 16,073 | | | | 22,102 | |
Production costs | | | 6,452 | | | | 6,452 | | | | — | |
Amortization of intangible assets related to Indian casino projects | | | 5,042 | | | | — | | | | 5,042 | |
Other costs and expenses | | | 2,540 | | | | 2,285 | | | | 255 | |
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Total costs and expenses | | | 52,209 | | | | 24,810 | | | | 27,399 | |
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Net realized and unrealized gains on notes receivable | | | 984 | | | | — | | | | 984 | |
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Loss from continuing operations | | | (19,492 | ) | | | (11,944 | ) | | | (7,548 | ) |
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Other income, net | | | 840 | | | | 815 | | | | 25 | |
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Loss before income taxes and minority interest in net loss of subsidiary | | | (18,652 | ) | | | (11,129 | ) | | | (7,523 | ) |
Income taxes | | | 3,512 | | | | 3 | | | | 3,509 | |
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Loss before minority interest in net loss of subsidiary | | | (22,164 | ) | | | (11,132 | ) | | | (11,032 | ) |
Minority interest in net loss of subsidiary | | | 4,352 | | | | 4,352 | | | | — | |
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Net loss applicable to common shareholders from continuing operations | | | (17,812 | ) | | | (6,780 | ) | | | (11,032 | ) |
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Other comprehensive loss: | | | | | | | | | | | | |
Unrealized loss on securities, net of tax | | | (3,679 | ) | | | (1,270 | ) | | | (2,409 | ) |
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Comprehensive loss | | $ | (21,491 | ) | | $ | (8,050 | ) | | $ | (13,441 | ) |
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Loss applicable to common shareholders per share from continuing operations — basic | | $ | (0.72 | ) | | | | | | $ | (0.44 | ) |
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Weighted-average common shares outstanding — basic | | | 24,906 | | | | | | | | 24,906 | |
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LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Year Ended December 30, 2007
| | | | | | | | | | | | |
| | Lakes | | | Pro Forma | | | Lakes | |
| | Historical | | | Adjustments (a) | | | Pro Forma | |
| | (Dollars in thousands, except per share data) | |
Revenues: | | | | | | | | | | | | |
Management, consulting and development fees | | $ | 6,645 | | | $ | — | | | $ | 6,645 | |
License fees | | | 15,609 | | | | 15,514 | | | | 95 | |
Host fees, sponsorship, online gaming and other | | | 6,198 | | | | 6,198 | | | | — | |
| | | | | | | | | |
Total revenues | | | 28,452 | | | | 21,712 | | | | 6,740 | |
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Costs and expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 40,082 | | | | 22,313 | | | | 17,769 | |
Production costs | | | 8,224 | | | | 8,224 | | | | — | |
Amortization of intangible assets related to Indian casino projects | | | 2,806 | | | | — | | | | 2,806 | |
Other costs and expenses | | | 3,352 | | | | 2,652 | | | | 700 | |
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Total costs and expenses | | | 54,464 | | | | 33,189 | | | | 21,275 | |
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Net realized and unrealized gains on notes receivable | | | 7,229 | | | | — | | | | 7,229 | |
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Loss from continuing operations | | | (18,783 | ) | | | (11,477 | ) | | | (7,306 | ) |
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Other income (expense): | | | | | | | | | | | | |
Interest income | | | 8,552 | | | | 1,779 | | | | 6,773 | |
Loss on extinguishment of debt | | | (3,830 | ) | | | — | | | | (3,830 | ) |
Other income, net | | | (951 | ) | | | — | | | | (951 | ) |
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Total other income (expense), net | | | 3,771 | | | | 1,779 | | | | 1,992 | |
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Loss before income taxes and minority interest in net loss of subsidiary | | | (15,012 | ) | | | (9,698 | ) | | | (5,314 | ) |
Income taxes | | | 2,329 | | | | (70 | ) | | | 2,399 | |
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Loss before minority interest in net loss of subsidiary | | | (17,341 | ) | | | (9,628 | ) | | | (7,713 | ) |
Minority interest in net loss of subsidiary | | | 3,737 | | | | 3,737 | | | | — | |
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Net loss from continuing operations | | | (13,604 | ) | | | (5,891 | ) | | | (7,713 | ) |
Stock warrant inducement discount | | | 1,444 | | | | — | | | | 1,444 | |
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Net loss applicable to common shareholders from continuing operations | | | (15,048 | ) | | | (5,891 | ) | | | (9,157 | ) |
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Other comprehensive earnings | | | 472 | | | | 63 | | | | 409 | |
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Comprehensive loss | | $ | (14,576 | ) | | $ | (5,828 | ) | | $ | (8,748 | ) |
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Loss applicable to common shareholders per share from continuing operations — basic | | $ | (0.63 | ) | | | | | | $ | (0.38 | ) |
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Weighted-average common shares outstanding — basic | | | 23,948 | | | | | | | | 23,948 | |
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(a) | | Reflects the following: |
| 1. | | The removal of WPT Enterprises, Inc.’s (“WPTE”) historical results from the ongoing operations of the Company as if the dividend of WPTE stock had occurred at the beginning of the periods presented; and |
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| 2. | | The removal of WPTE’s financial position from the Company’s balance sheet as if the dividend of WPTE stock had occurred as of the balance sheet date. |