AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
Commission file Number: 0-22334
LODGENET ENTERTAINMENT CORPORATION 401(K) PLAN AND TRUST
--------------------------------------------------------
(Title of the Plan)
LODGENET ENTERTAINMENT CORPORATION
----------------------------------
(Name of Issuer of the Securities Held Pursuant to the Plan)
DELAWARE 46-0371161
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(State of Incorporation) (IRS Employer Identification Number)
3900 W. INNOVATION ST., SIOUX FALLS, SOUTH DAKOTA 57107
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(Address of Principal Executive Offices)
(605) 988-1000
--------------
(Registrant's Telephone Number, including Area Code)
INDEX
PAGES
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Form 11-K cover page for the LodgeNet Entertainment Corporation
401(k) Plan and Trust . . . . . . . . . . . . . . . . . . . . . . . Cover
Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of The LodgeNet
Entertainment Corporation 401(k) Plan and Trust for
the time periods specified below are submitted herewith
together with the independent auditor's report thereon:
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . F-1
Statement of Net Assets Available for Plan Benefits
at December 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . F-2
Statements of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997 . . . . . . . . . . . . . . . F-4
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . F-5
Supplementary Schedules:
Schedule of assets held for investment purposes . . . . . . . . . . F-9
Schedule of reportable transactions . . . . . . . . . . . . . . . . F-10
Consent of Independent Auditors. . . . . . . . . . . . . . . . . . . . F-11
All other schedules are omitted since the required information is not present,
or is not present in the amounts sufficient to require submission of a schedule;
or because the information required is included in the financial statements and
notes thereto.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
LodgeNet Entertainment Corporation 401(k) Plan and Trust
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(Name of Plan)
Date: July 15, 1998 /s/ Tim C. Flynn
----------------------------------------
Tim C. Flynn
President, Chief Executive Officer,
and Plan Trustee
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
LodgeNet Entertainment Corporation 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of LodgeNet Entertainment Corporation 401(k) Plan as of December 31, 1997 and
1996, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements, referred to above, of LodgeNet
Entertainment Corporation 401(k) Plan as of December 31, 1997 and 1996, and for
the year ended December 31, 1997, present fairly, in all material respects, the
financial status of LodgeNet Entertainment Corporation 401(k) Plan as of
December 31, 1997, and the changes in its financial status for the year then
ended in conformity with generally accepted accounting principles.
The schedules of assets held for investment purposes and reportable transactions
that accompany the Plan's financial statements do not disclose the historical
cost basis of investments held and investments purchased and sold. Disclosure
of this information is required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of LodgeNet
Entertainment Corporation are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, except for the omission of the information discussed in the
preceding paragraph, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
May 20, 1998
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1997
Dreyfus Fidelity Neuberger/ Oppen- 20th Nation-
S&P 500 Asset Berman Ltd. heimer Century wide Dreyfus
Index Manager Bond Global Ultra Virtuoso II A Bond
---------- ---------- ----------- --------- ---------- ----------- --------
INVESTMENTS, at market value:
Growth fund $1,042,517 $ - $ - $ - $ - $ - $ -
Balanced fund - 593,533 - - - - -
Bond funds - - 92,163 - - - 81,850
International fund - - - 482,590 - - -
Aggressive growth fund - - - - 1,185,753 - -
Stable value fund - - - - - 137,852 -
Stock fund - - - - - - -
Participant loans - - - - - - -
---------- -------- ------- -------- ---------- -------- -------
Total investments 1,042,517 593,533 92,163 482,590 1,185,753 137,852 81,850
CONTRIBUTIONS RECEIVABLE:
Participant 917 440 - - 1,183 - -
Employer 110 65 - - 130 - -
---------- -------- ------- -------- ---------- -------- -------
Net assets available
for benefits $1,043,544 $594,038 $92,163 $482,590 $1,187,066 $137,852 $81,850
---------- -------- ------- -------- ---------- -------- -------
---------- -------- ------- -------- ---------- -------- -------
Nation- Warburg Fidelity American
wide Pincus Janus Advisor Century LodgeNet
Money Emerging World- Growth Income & Common Loan
Market Growth wide Opportunity Growth Stock Fund Total
-------- -------- ------- ----------- --------- --------- -------- ----------
INVESTMENTS, at market value:
Growth fund $ - $ - $ - $27,148 $45,174 $ - $ - $1,114,839
Balanced fund - - - - - - - 593,533
Bond funds - - - - - - - 174,013
International fund - - 84,212 - - - - 566,802
Aggressive growth fund - 8,146 - - - - - 1,193,899
Stable value fund 29,290 - - - - - - 167,142
Stock fund - - - - - 99,045 - 99,045
Participant loans - - - - - - 217,055 217,055
------- ------ ------- ------- ------- ------- -------- ----------
Total investments 29,290 8,146 84,212 27,148 45,174 99,045 217,055 4,126,328
CONTRIBUTIONS RECEIVABLE:
Participant - 324 162 324 - - - 3,350
Employer - 22 11 22 - - - 360
------- ------ ------- ------- ------- ------- -------- ----------
Net assets available
for benefits $29,290 $8,492 $84,385 $27,494 $45,174 $99,045 $217,055 $4,130,038
------- ------ ------- ------- ------- ------- -------- ----------
------- ------ ------- ------- ------- ------- -------- ----------
The accompanying notes are an integral part of this statement.
-2-
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1996
Dreyfus Fidelity Neuberger/ 20th Nation-
Peoples Asset Berman Ltd Oppenheimer Century wide Dreyfus
Index Manager Bond Global Ultra Virtuoso II A Bond
-------- -------- ---------- ----------- --------- ----------- --------
INVESTMENTS, at market value:
Growth fund $529,697 $ - $ - $ - $ - $ - $ -
Balanced fund - 420,748 - - - - -
Bond funds - - 62,807 - - - 43,807
International fund - - - 275,507 - - -
Aggressive growth fund - - - - 733,166 - -
Stable value fund - - - - - 66,228 -
Money market fund - - - - - - -
Stock fund - - - - - - -
Participant loans - - - - - - -
-------- -------- ------- -------- -------- ------- -------
Total investments 529,697 420,748 62,807 275,507 733,166 66,228 43,807
CONTRIBUTIONS RECEIVABLE:
Participant 3,574 2,446 424 1,661 4,933 260 211
Employer 501 351 72 225 652 59 26
-------- -------- ------- -------- -------- ------- -------
Net assets available
for benefits $533,772 $423,545 $63,303 $277,393 $738,751 $66,547 $44,044
-------- -------- ------- -------- -------- ------- -------
-------- -------- ------- -------- -------- ------- -------
Nation-
wide LodgeNet
Money Common Loan
Market Stock Fund Total
------- -------- -------- ----------
INVESTMENTS, at market value:
Growth fund $ - $ - $ - $ 529,697
Balanced fund - - - 420,748
Bond funds - - - 106,614
International fund - - - 275,507
Aggressive growth fund - - - 733,166
Stable value fund - - - 66,228
Money market fund 8,889 - - 8,889
Stock fund - 97,934 - 97,934
Participant loans - - 88,204 88,204
------ ------- ------- ----------
Total investments 8,889 97,934 88,204 2,326,987
CONTRIBUTIONS RECEIVABLE:
Participant 63 - - 13,572
Employer 4 - - 1,890
------ ------- ------- ----------
Net assets available
for benefits $8,956 $97,934 $88,204 $2,342,449
------ ------- ------- ----------
------ ------- ------- ----------
The accompanying notes are an integral part of this statement.
-3-
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1997
Dreyfus Fidelity Neuberger/ Oppen- 20th Nation-
S&P 500 Asset Berman Ltd. heimer Century wide Dreyfus
Index Manager Bond Global Ultra Virtuoso II A Bond
---------- -------- ----------- -------- --------- ----------- -------
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1996 $ 533,772 $423,545 $63,303 $277,393 $ 738,751 $ 66,547 $44,044
---------- -------- ------- -------- ---------- -------- -------
INCREASE (DECREASE)
DURING THE YEAR:
Contributions-
Participant 227,941 142,729 25,369 115,190 309,075 43,327 28,686
Employer 32,250 20,854 4,091 15,724 42,497 7,021 4,046
Rollover 60,484 38,605 7,216 47,315 90,039 8,491 24,993
---------- -------- ------- -------- ---------- -------- -------
Total contributions 320,675 202,188 36,676 178,229 441,611 58,839 57,725
Interest income - - - - - 5,279 -
Net unrealized/ realized
gains (loss) 199,998 98,170 3,795 71,312 180,444 - 5,646
Distributions to participants (36,915) (32,398) (752) (11,884) (61,519) (2,208) (1,558)
Net loan activity (24,263) (20,955) (502) (21,117) (41,385) (9,337) (11,258)
Fund transfers, net 51,333 (76,217) (10,335) (10,997) (69,768) 19,028 (12,617)
Forfeitures, net (1,056) (295) (22) (346) (1,068) (296) (132)
---------- -------- ------- -------- ---------- -------- -------
Net increase (decrease)
during the year 189,097 (31,695) (7,816) 26,968 6,704 12,466 (19,919)
---------- -------- ------- -------- ---------- -------- -------
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1997 $1,043,544 $594,038 $92,163 $482,590 $1,187,066 $137,852 $81,850
---------- -------- ------- -------- ---------- -------- -------
---------- -------- ------- -------- ---------- -------- -------
Nation- Warburg Fidelity American Lodge-
wide Pincus Janus Advisor Century Net
Money Emerging World- Growth Income & Common Loan
Market Growth wide Opportunity Growth Stock Fund Total
-------- --------- ------- ----------- --------- ------- --------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1996 $ 8,956 $ - $ - $ - $ - $97,934 $ 88,204 $2,342,449
------- ------ ------- ------- ------- ------- -------- ----------
INCREASE (DECREASE)
DURING THE YEAR:
Contributions-
Participant 10,847 4,952 20,405 9,207 8,802 46,051 - 992,581
Employer 1,571 632 2,942 1,412 1,262 6,270 - 140,572
Rollover 5,450 27 7,748 442 756 - - 291,566
------- ------ ------- ------- ------- ------- -------- ----------
Total contributions 17,868 5,611 31,095 11,061 10,820 52,321 - 1,424,719
Interest income - - - - - - 11,632 16,911
Net unrealized/ realized
gains (loss) 599 162 (1,620) 1,571 1,754 (45,588) - 516,243
Distributions to
participants - - - - - (5,622) (19,213) (172,069)
Net loan activity - - (3,363) (750) (1,717) - 136,432 1,785
Fund transfers, net (1,348) 2,719 58,273 15,612 34,317 - - -
Forfeitures, net 3,215 - - - - - - -
------- ------ ------- ------- ------- ------- -------- ----------
Net increase (decrease)
during the year 2,466 2,881 53,290 16,433 34,354 (51,210) 128,851 362,870
------- ------ ------- ------- ------- ------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS,
December 31, 1997 $29,290 $8,492 $84,385 $27,494 $45,174 $99,045 $217,055 $4,130,038
------- ------ ------- ------- ------- ------- -------- ----------
------- ------ ------- ------- ------- ------- -------- ----------
The accompanying notes are an integral part of this statement.
-4-
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 1997 and 1996
1. DESCRIPTION OF PLAN:
The following is not a comprehensive description of the plan and, therefore,
does not include all situations and limitations covered by the plan.
Participants should refer to the plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The LodgeNet Entertainment Corporation 401(k) Plan (the Plan) is a defined
contribution plan covering all full-time employees of LodgeNet Entertainment
Corporation (the Company) who have 90 days of service and are age 18 or older.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA), as amended.
PLAN OPERATIONS
The Company functions as the plan administrator. The plan administrator
utilizes Fringe Benefits Design, Inc. and Nationwide Life Insurance Company to
provide record keeping and reporting services. Nationwide Life Insurance
Company and Harris Bank and Trust are the asset custodians of the Plan.
Administrative expenses of the Plan are paid by the Company and were $20,865 in
1997.
CONTRIBUTIONS
The Plan includes 401(k) basic and supplemental cash deferred arrangements.
Participants in the Plan may make a basic voluntary contribution by salary
deferral in amounts ranging from 1% to 15% of their compensation, as defined.
The Company matches participant contributions in an amount equal to 25% of each
participant's basic voluntary contribution, not to exceed 1% of their
compensation, as defined.
The Company, at its discretion, may make nonelective contributions to the Plan.
In a year in which the Company chooses to make nonelective contributions, the
contributions will be allocated based upon a participant's proportionate share
of total compensation for all participants. There were no nonelective
contributions in 1997.
-5-
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching contribution portion of participant
accounts plus actual earnings thereon is based on years of continuous service.
A participant is 100% vested after five years of credited service based on the
following percentages:
Less than one year of service 0% vested
One year but less than two 20% vested
Two years but less than three 40% vested
Three years but less than four 60% vested
Four years but less than five 80% vested
Five years or more 100% vested
If a participant dies or becomes disabled while still employed by the employer,
his or her entire plan interest becomes 100% vested. Forfeitures of the
nonvested employer contributions, resulting from participants who withdraw from
the Plan, are used to reduce future employer contributions.
PARTICIPANT LOANS
Participants may borrow funds from the Plan up to 50% of their vested interest.
Loans will not be granted in amounts less than $1,000 or greater than $50,000.
Loans are evidenced by a promissory note and have a repayment period of no
longer than five years, unless the loan qualifies as a home loan. The plan
administrator will determine the appropriate interest rate by obtaining at least
one quote from a financial institution, as chosen by the plan administrator,
that is in the business of lending money.
DISTRIBUTION OF BENEFITS
Upon retirement, death, disability, or attainment of age 62, a participant or a
participant's beneficiary, in the case of death, may receive the vested portion
of the amount credited to the participant's account by a lump-sum payment or, if
the invested portion exceeds $3,500, the participant may elect to receive
periodic installment payments.
AMENDMENTS
Effective July 1, 1997, the Plan was amended to reduce the time requirement to
become eligible to participate in the Plan from six months of service to 90 days
of service following the employee's employment commencement date.
Also, effective January 1, 1998, the discretionary matching contribution of the
Company will be increased to 50% of the first 6% of each participant's eligible
contributions for the Plan year up to a maximum match of 3% of compensation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements have been prepared on the accrual basis of accounting.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the reported amounts of net assets available for benefits at the
date of the financial statements and the reported amounts of changes in net
assets available for benefits during the reporting period. Ultimate results
could differ from those estimates.
INVESTMENTS
-6-
Participants have the opportunity to direct all money allocated to their
accounts. Participants have thirteen investments from which to choose. A
description of each investment is as follows:
DREYFUS S&P 500 INDEX--Seeks investment results that correspond to the
price and yield performance of publicly traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock
Price Index. Considered to be a relatively volatile mutual fund option.
FIDELITY ASSET MANAGER--Seeks capital appreciation. Considered to be a
moderately volatile investment option.
NEUBERGER/BERMAN LIMITED BOND--Seeks income, consistent with low risk to
principal and liquidity. Considered to be a slightly volatile fund.
OPPENHEIMER GLOBAL--Seeks capital appreciation; current income is not an
objective. Considered to be the most volatile investment option.
20TH CENTURY ULTRA--Seeks capital growth. This fund is viewed as next to
the most volatile mutual fund option.
NATIONWIDE VIRTUOSO II--Seeks the guarantee of principal and interest
through an unallocated insurance contract. A new interest rate is declared
annually. Considered to be the least volatile fund.
DREYFUS A BOND--Seeks current income consistent with preservation of
capital and maintenance of liquidity. Considered to be a slightly volatile
fund.
NATIONWIDE MONEY MARKET--Seeks to provide a high level of current income
while preserving capital and maintaining liquidity. Considered to be a
slightly volatile fund.
WARBURG PINCUS EMERGING GROWTH--Seeks maximum capital appreciation.
Considered to be a volatile investment option.
JANUS WORLDWIDE--Seeks long-term growth of capital. This fund is
considered to be moderately volatile.
FIDELITY ADVISOR GROWTH OPPORTUNITY--Seeks to provide capital growth.
Considered to be a moderately volatile investment option.
AMERICAN CENTURY INCOME AND GROWTH--Seeks long-term growth of capital as
well as current income. Considered to be a relatively volatile investment
option.
LODGENET COMMON STOCK--Invests in LodgeNet Entertainment Corporation common
stock, limited to 10% of contributions made.
All of the investments described above, except for Nationwide Virtuoso II and
LodgeNet common stock, are part of an unallocated insurance contract pooled
separate account with Nationwide Life Insurance Company.
Net unrealized gains represent the increase in the market value of an investment
from the end of the prior year or from the date of purchase, if purchased during
the year, to the end of the current year.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated February 14, 1995, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the plan administrator and the
Plan's tax counsel believe that the Plan continues to operate in compliance with
the applicable requirements of the IRC and remains tax-exempt.
-7-
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of the Plan's
termination, participants will become 100% vested in their accounts.
-8-
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
(EMPLOYER IDENTIFICATION NUMBER: 46-0371161) (PLAN NUMBER: 001)
Item 27a--Schedule of Assets Held for Investment Purposes
As of December 31, 1997
Number of
Units or Market
Shares Description Cost Value
- ---------- -------------------------------------------------------------- ------- -----------
* Nationwide Virtuoso II unallocated insurance contract** $66,228 $ 137,852
Nationwide Arranger pooled separate accounts**:
* Dreyfus S&P 500 Index * 1,042,517
* Fidelity Asset Manager * 593,533
* Neuberger/Berman Limited Bond * 92,163
* Oppenheimer Global * 482,590
* American Century 20th Century Ultra * 1,185,753
* Dreyfus A Bond * 81,850
* Nationwide Money Market * 29,290
* Fidelity Advisor Growth Opportunity * 27,148
* Warburg Pincus Emerging Growth * 8,146
* Janus Worldwide * 84,212
* American Century Income & Growth * 45,174
* LodgeNet Entertainment Corporation common stock** * 99,045
* Loans to participants, with interest ranging form 8.0% to 9.85% * 217,055
----------
Total investments $4,126,328
----------
----------
*Information is not available from the asset custodians of the Plan.
**Denotes party in interest.
-9-
LODGENET ENTERTAINMENT CORPORATION 401(k) PLAN
(EMPLOYER IDENTIFICATION NUMBER: 46-0371161) (PLAN NUMBER: 001)
Item 27d--Schedule of Reportable Transactions
For the Year Ended December 31, 1997
Total Cost of
Number of Proceeds Investments Net
Number of Sales/ Total Cost of From Sales/ Sold/ Gain
Description Purchases Maturities Purchases Maturities Matured (Loss)
- -------------------------------------- --------- ---------- ------------- ----------- ----------- ------
Oppenheimer Global 168 32 $141,806 $11,884 * *
American Century 20th Century Ultra 171 44 378,373 61,519 * *
Dreyfus S&P 500 Index 139 41 275,758 36,915 * *
Fidelity Asset Manager 133 29 176,052 32,398 * *
*Information is not available from the asset custodians of the Plan.
-10-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into the Company's previously filed
Registration Statement (Form S-8 No. 33-75906).
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
July 13, 1998