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Wiki	Wiki Summary
Common stock	Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States.
Common stock dividend	A common stock dividend is the dividend paid to common stock owners from the profits of the company. Like other dividends, the payout is in the form of either cash or stock.
Preferred stock	Preferred stock (also called preferred shares, preference shares, or simply preferreds) is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior (i.e., higher ranking) to common stock but subordinate to bonds in terms of claim (or rights to their share of the assets of the company, given that such assets are payable to the returnee stock bond) and may have priority over common stock (ordinary shares) in the payment of dividends and upon liquidation.
Consolidation (business)	In business, consolidation or amalgamation is the merger and acquisition of many smaller companies into a few much larger ones. In the context of financial accounting, consolidation refers to the aggregation of financial statements of a group company as consolidated financial statements.
Stock market	A stock market, equity market, or share market is the aggregation of buyers and sellers of stocks (also called shares), which represent ownership claims on businesses; these may include securities listed on a public stock exchange, as well as stock that is only traded privately, such as shares of private companies which are sold to investors through equity crowdfunding platforms. Investment is usually made with an investment strategy in mind.
New York Stock Exchange	The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018.
Matrix completion	Matrix completion is the task of filling in the missing entries of a partially observed matrix. A wide range of datasets are naturally organized in matrix form.
Input/output completion port	Input/output completion port (IOCP) is an API for performing multiple simultaneous asynchronous input/output operations in Windows NT versions 3.5 and later, AIX and on Solaris 10 and later. An input/output completion port object is created and associated with a number of sockets or file handles.
Ultraviolet completion	In theoretical physics, ultraviolet completion, or UV completion, of a quantum field theory is the passing from a lower energy quantum field theory to a more general quantum field theory above a threshold value known as the cutoff. In particular, the more general high energy theory must be well-defined at arbitrarily high energies.
Completion of a ring	In abstract algebra, a completion is any of several related functors on rings and modules that result in complete topological rings and modules. Completion is similar to localization, and together they are among the most basic tools in analysing commutative rings.
Run to completion scheduling	Run-to-completion scheduling or nonpreemptive scheduling is a scheduling model in which each task runs until it either finishes, or explicitly yields control back to the scheduler. Run to completion systems typically have an event queue which is serviced either in strict order of admission by an event loop, or by an admission scheduler which is capable of scheduling events out of order, based on other constraints such as deadlines.
Completion guarantee	In filmmaking, a completion guarantee (sometimes referred to as a completion bond) is a form of insurance offered by a completion guarantor company (in return for a percentage fee based on the budget) that is often used in independently financed films to guarantee that the producer will complete and deliver the film (based on an agreed script, cast and budget) to the distributor(s) thereby triggering the payment of minimum distribution guarantees to the producer (but received by the bank/investor who has cash flowed the guarantee (at a discount) to the producer to trigger production).The producer will agree to deliver a film (based on an agreed script/cast/budget) to a distributor in respect of certain territories in consideration (inter alia) for payment of a "minimum distribution guarantee" payable at the point in time when the producer has delivered the completed film. The producer obviously requires such funds upfront to finance the film so the producer takes the signed distribution contract to a bank/financier and will effectively use it as collateral against a production loan.
Autocomplete	Autocomplete, or word completion, is a feature in which an application predicts the rest of a word a user is typing. In Android and iOS smartphones, this is called predictive text.
Arrested Development	Arrested Development is an American television sitcom created by Mitchell Hurwitz, which originally aired on Fox for three seasons from 2003 to 2006, followed by a two-season revival on Netflix from 2013 to 2019. The show follows the Bluths, a formerly wealthy dysfunctional family.
Research and development	Research and development (R&D or R+D), known in Europe as research and technological development (RTD), is the set of innovative activities undertaken by corporations or governments in developing new services or products, and improving existing ones. Research and development constitutes the first stage of development of a potential new service or the production process.
Development hell	Development hell, development purgatory, and development limbo are media and software industry jargon for a project, concept, or idea that remains in development for an especially long time, often moving between different crews, scripts, game engines, or studios before it progresses to production, if it ever does. Projects in development hell are usually not released until development has reached a satisfying state worthy of being released, ready for production.
Professional development	Professional development is learning to earn or maintain professional credentials such as academic degrees to formal coursework, attending conferences, and informal learning opportunities situated in practice. It has been described as intensive and collaborative, ideally incorporating an evaluative stage.
Construction	Construction is a general term meaning the art and science to form objects, systems, or organizations, and comes from Latin constructio (from com- "together" and struere "to pile up") and Old French construction. To construct is the verb: the act of building, and the noun is construction: how something is built, the nature of its structure.
Construction foreman	A construction foreman or construction forewoman is the worker or skilled tradesperson who is in charge of a construction crew. This role is generally assumed by a senior worker.
Construction grammar	Construction grammar (often abbreviated CxG) is a family of theories within the field of cognitive linguistics which posit that constructions, or learned pairings of linguistic patterns with meanings, are the fundamental building blocks of human language. Constructions include words (aardvark, avocado), morphemes (anti-, -ing), fixed expressions and idioms (by and large, jog X's memory), and abstract grammatical rules such as the passive voice (The cat was hit by a car) or the ditransitive (Mary gave Alex the ball).
Construction engineering	Construction engineering is a professional discipline that deals with the designing, planning, construction and management of infrastructures such as roads, tunnels, bridges, airports, railroads, facilities, buildings, dams, utilities and other projects.\nCivil engineering is a related field that deals more with the practical aspects of projects.
Social constructionism	Social constructionism is a theory in sociology, social ontology, and communication theory which proposes that there are certain kinds of facts which, rather than depending on physical reality, instead depend on the shared ways of thinking about and representing the world that groups of people develop collaboratively. The theory centers on the notion that meanings are developed in coordination with others rather than separately by each individual.
PCL Construction	The PCL family of companies is a group of independent general contracting construction companies in Canada, the United States, Australia and the Caribbean. PCL has headquarters in Edmonton, Alberta, Canada, with the United States head office in Denver, Colorado.
Granite Construction	Granite Construction Inc. is a member of the S&P 600 Index based in Watsonville, California, and is the parent corporation of Granite Construction Company, a heavy civil general contractor and construction material producer.
Operations management	Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
Arithmetic	Arithmetic (from Ancient Greek ἀριθμός (arithmós) 'number', and τική [τέχνη] (tikḗ [tékhnē]) 'art, craft') is an elementary part of mathematics that consists of the study of the properties of the traditional operations on numbers—addition, subtraction, multiplication, division, exponentiation, and extraction of roots. In the 19th century, Italian mathematician Giuseppe Peano formalized arithmetic with his Peano axioms, which are highly important to the field of mathematical logic today.
Operation Mincemeat	Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Special Activities Center	The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations research	Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Emergency operations center	An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands.
Surgery	Surgery is a medical or dental specialty that uses operative manual and instrumental techniques on a person to investigate or treat a pathological condition such as a disease or injury, to help improve bodily function, appearance, or to repair unwanted ruptured areas.\nThe act of performing surgery may be called a surgical procedure, operation, or simply "surgery".
Operation (mathematics)	In mathematics, an operation is a function which takes zero or more input values (called operands) to a well-defined output value. The number of operands (also known as arguments) is the arity of the operation.

Risk Factors
LAKES ENTERTAINMENT INC ITEM 1A RISK FACTORS In addition to factors discussed elsewhere in this Annual Report on Form 10-K, the following are important factors that could cause actual results or events to differ materially from those contained in any forward-looking statement made by or on behalf of us
Our common stock was delisted from the Nasdaq National Market effective August 10, 2005 and there is no assurance that our common stock will be re-listed
We received a Nasdaq Staff Determination letter on April 20, 2005, indicating that we were not compliant with Nasdaq listing standards because we did not timely file our Annual Report on Form 10-K for the year ended January 2, 2005 and our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2005 with the United States Securities and Exchange Commission, referred to as the SEC As a result, our common stock was subject to delisting from the Nasdaq National Market
The delisting notification is standard procedure when a Nasdaq listed company fails to complete a required filing in a timely manner
On August 9, 2005, we received notice from the Nasdaq Stock Market Listing Qualifications Department that the Nasdaq Listing Qualifications Panel determined to delist our common stock from the Nasdaq National Market effective as of the opening of business on August 10, 2005
On December 22, 2005, we applied for re-listing of our common stock with the Nasdaq Stock Market Listing Qualifications Department as we are now current with the Nasdaq Marketplace Rule Nodtta 4310(c)(14)
There can be no assurance that the Nasdaq Staff will grant our request for re-listing
The completion of our planned Indian and non-Indian casino development projects may be significantly delayed or prevented due to a variety of factors, many of which are beyond our control
Although we have experience developing and managing casinos owned by Indian tribes and located on Indian land, neither we nor any of these individuals has developed or managed a casino in the States of California, Michigan, or Oklahoma
The opening of each of our proposed facilities will be contingent upon, among other things, the completion of construction, hiring and training of sufficient personnel and receipt of all regulatory licenses, permits, allocations and authorizations
The scope of the approvals required to construct and open these facilities will be extensive, and the failure to obtain such approvals could prevent or delay the completion of construction or opening of all or part of such facilities or otherwise affect the design and features of the proposed casinos
No assurances can be given that once a schedule for such construction and development activities is established, such development activities will begin or will be completed on time, or any other time, or that the budget for these projects will not be exceeded
In addition, the regulatory approvals necessary for the construction and operation of casinos are often challenged in litigation brought by government entities, citizens groups and other organizations and 18 _________________________________________________________________ individuals
Such litigation can significantly delay the construction and opening of casinos
Certain of our casino projects have been significantly delayed as a result of such litigation, and there is no assurance that the litigation can be successfully resolved or that our casino projects will not experience further significant delays before resolution
Major construction projects entail significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment
These factors or delays or difficulties in obtaining any of the requisite licenses, permits, allocations and authorizations from regulatory authorities could increase the total cost, delay or prevent the construction or opening of any of these planned casino developments or otherwise affect their design
Any significant delay in, or non-completion of, our planned Indian and non-Indian casino development projects could have a material adverse effect on our profitability
Since the expiration of our management contract for Grand Casino Coushatta (the last remaining Indian-owned casino managed by us) on January 16, 2002, we have generated minimal revenue from our casino management activities
We have had minimal current casino management-related operating revenue with which to offset the investment costs associated with our current or future casino development projects, delays in the completion of our current development projects, or the failure of such projects to be completed at all, may cause our operating results to fluctuate significantly and may adversely affect our profitability
In addition, once developed, no assurances can be given that we will be able to manage these casinos on a profitable basis or to attract a sufficient number of guests, gaming customers and other visitors to make the various operations profitable independently
With each project we are subject to the risk that our investment may be lost if the project cannot obtain adequate financing to complete development and open the casino successfully
In some cases, we may be forced to provide more financing than we originally planned in order to complete development, increasing the risk to us in the event of a default by the casiNodtta In addition, because our future growth in revenues and our ability to generate profits will depend to a large extent on our ability to increase the number of our managed casinos or develop new business opportunities, the delays in the completion or the non-completion of our current development projects may adversely affect our ability to realize future growth in revenues and future profits
The termination of our management contracts and consulting agreements with Indian tribes may have a material adverse effect on our results of operations and financial condition
The terms of our current management contracts and consulting agreements provide that such contracts may be terminated under certain circumstances, including without limitation, upon the failure to obtain NIGC approval for the project, the loss of requisite gaming licenses, or an exercise by an Indian tribe of its buyout option
Without the realization of new business opportunities or new management contracts or consulting agreements, management contract or consulting agreement terminations could have a material adverse effect on our results of operations and financial condition
If our current casino development projects are not completed or fail to successfully compete once completed, we may lack the funds to compete for and develop future gaming or other business opportunities which may have a material adverse effect on our results of operations
The gaming industry is highly competitive
Gaming activities include traditional land-based casinos; river boat and dockside gaming; casino gaming on Indian land; state-sponsored lotteries and video poker in restaurants, bars and hotels; pari-mutuel betting on horse racing and dog racing; sports bookmaking; and card rooms
The casinos to be managed or owned by us compete, and will in the future compete, with all these forms of gaming, and will compete with any new forms of gaming that may be legalized in additional jurisdictions, as well as with other types of entertainment
We also compete with other gaming companies for opportunities to acquire legal gaming sites in emerging and established gaming jurisdictions and for the opportunity to manage casinos on Indian land
Many of our 19 _________________________________________________________________ competitors have more personnel and may have greater financial and other resources than us
Such competition in the gaming industry could adversely affect our ability to attract customers which would adversely affect our operating results
In addition, further expansion of gaming into new jurisdictions could also adversely affect our business by diverting customers from our planned managed casinos to competitors in such jurisdictions
We could be prevented from completing our current casino development projects or pursuing future development projects due to changes in the laws, regulations and ordinances (including tribal or local laws) that apply to gaming facilities or the inability of us or our key personnel, significant shareholders or joint venture partners to obtain or retain gaming regulatory licenses
The ownership, management and operation of gaming facilities are subject to extensive federal, state, provincial, tribal and/or local laws, regulations and ordinances, which are administered by the relevant regulatory agency or agencies in each jurisdiction
These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations, and often require such parties to obtain certain licenses, permits and approvals
The rapidly-changing political and regulatory environment governing the gaming industry (including gaming operations which are conducted on Indian land) makes it impossible for us to accurately predict the effects that an adoption of or changes in the gaming laws, regulations and ordinances will have on us
However, the failure of us, or any of our key personnel, significant shareholders or joint venture partners, to obtain or retain required gaming regulatory licenses could prevent us from expanding into new markets, prohibit us from generating revenues in certain jurisdictions, and subject us to sanctions and fines
The political and regulatory environment in which we operate, including with respect to gaming activities on Indian land, is discussed in greater detail in this Annual Report on Form 10-K under the caption “Business-Regulation” in Item 1
If the NIGC elects to modify the terms of our management contracts with Indian tribes or void such contracts altogether, our revenues from management contracts may be reduced or eliminated
The NIGC has the power to require modifications to Indian management contracts under certain circumstances or to void such contracts or ancillary agreements including loan agreements if the management company fails to obtain requisite approvals or to comply with applicable laws and regulations
The NIGC has the right to review each contract and has the authority to reduce the term of a management contract or the management fee or otherwise require modification of the contract, which could have an adverse effect on us
Currently, only the Shingle Springs management contract has been approved by the NIGC The other management contracts have not received final approval by the NIGC and may require modification prior to receiving approval
If Indian tribes default on their repayment obligations or wrongfully terminate their management contracts with us, we may be unable to collect the amounts due
We have made, and may make, substantial loans to Indian tribes for the construction, development, equipment and operations of casinos to be managed by us
Our only recourse for collection of indebtedness from an Indian tribe or money damages for breach or wrongful termination of a management contract is from revenues, if any, from casino operations
We have subordinated, and may in the future subordinate, the repayment of loans made to an Indian tribe and other distributions due from an Indian tribe (including management fees) in favor of other obligations of the Indian tribe to other parties related to the casino operations
Accordingly, in the event of a default by an Indian tribe under such obligations, our loans and other claims against the Indian tribe will not be repaid until such default has been cured or the Indian tribe’s senior casino-related creditors have been repaid in full
20 _________________________________________________________________ A deterioration of our relationship with an Indian tribe could cause delays in the completion of a casino development project with that Indian tribe or even force us to abandon a casino development project altogether and prevent or significantly impede recovery of our investment therein
Good personal and professional relationships with Indian tribes and their officials are critical to our proposed and future Indian-related gaming operations and activities, including our ability to obtain, develop and effectuate management and other agreements
As sovereign nations, Indian tribes establish their own governmental systems under which tribal officials or bodies representing an Indian tribe may be replaced by appointment or election or become subject to policy changes
Replacements of Indian tribe officials or administrations, changes in policies to which an Indian tribe is subject, or other factors that may lead to the deterioration of our relationship with an Indian tribe may cause delays in the completion of a development project with that Indian tribe or prevent the project’s completion altogether, which may have an adverse effect on the results of our operations
If funds from our operations are insufficient to support our cash requirements and we are unable to obtain additional financing in order to satisfy these requirements we may be forced to delay, scale back or eliminate some of our expansion and development goals, or cease our operations entirely
We will require additional capital through either public or private financings to meet operating expenses during 2006 and we are currently considering various financing alternatives
On February 15, 2006 we closed on a dlra50 million financing facility with an affiliate of Prentice Capital Management, LP An initial draw of dlra25 million was made under the facility, another dlra10 million is immediately available under the facility and the remaining dlra15 million can be drawn in dlra5 million increments subject to the satisfaction of certain conditions
See Note 18 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K Even with this financing facility in place, as previously announced, we will continue to explore additional financing alternatives to fund our future operational and development needs, including financing to meet our obligations related to our casino projects as soon as regulatory approvals are received and construction can begin
Such financings may not be available when needed on terms acceptable to us or at all
Moreover, any additional equity or debt financings may be dilutive to our shareholders, and any debt financing may involve additional restrictive covenants
An inability to raise such funds when needed might require us to delay, scale back or eliminate some of our expansion and development goals, or might require us to cease our operations entirely
Our financial condition and resources are discussed in greater detail in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K In addition, the construction of our Indian casino projects may depend on the ability of the Indian tribes to obtain financing for the projects
In order to assist the Indian tribes, we may be required to guarantee the Indian tribes’ debt financing or otherwise provide support for the Indian tribes’ obligations
Any guarantees by us or similar off-balance sheet liabilities, if any, will increase our potential exposure in the event of a default by any of these Indian tribes
For the Pokagon Casino project, we have agreed to finance all phases of the project entirely from our own funds if financing at an interest rate of 13prca or less is not available from the capital markets
If this occurs and we are required to provide all financing, this would be an additional commitment of up to approximately dlra54 million
While it currently appears that third-party financing will be available for this project, there can be no assurance third-party financing will be available and that we will not be required to provide this additional financing
If one or more of our Indian casino projects fail to open, the recorded assets related to those projects will be impaired and there will be a material adverse impact on our financial results
We record assets related to Indian casino projects on our consolidated balance sheet as long-term assets related to Indian casino projects
The majority of our long-term assets related to Indian casino projects are in 21 _________________________________________________________________ the form of loans to the Indian tribes pursuant to our financing agreements with varying degrees of collection risk, and with repayment often dependent on the operating performance of each gaming property
These loans are included as notes receivable on the consolidated balance sheet, under the category “long-term assets related to Indian casino projects”
At January 1, 2006, we had dlra152dtta8 million in long-term assets related to Indian casino projects, of which dlra87dtta1 million was in the form of notes receivable, which are recorded at fair value on the consolidated balance sheet
The notes receivable represented approximately 38prca of our total assets
See Note 4 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K The loans are made to Indian tribes for pre-construction financing related to gaming properties being developed by us
All of the loans are subject to varying degrees of collection risk and there is no established market
For the loans representing indebtedness of Indian tribes, the repayment terms are specific to each Indian tribe and are largely dependent upon the operating performance of each gaming property
Repayments of such loans are required to be made only if distributable profits are available from the operation of the related casinos
Repayments are also the subject of certain distribution priorities specified in the management contracts
In addition, repayment to us of the loans and the manager’s fees under our management contracts are subordinated to certain other financial obligations of the respective Indian tribes
Included in long-term assets related to Indian casino projects are intangible assets related to the acquisition of the management contract, land held for development and other costs incurred in connection with opening the casino of dlra46dtta1 million, dlra16dtta2 million and dlra3dtta4 million, respectively, at January 1, 2006
It is possible that one or more of our Indian casino projects will fail to open, which will render the majority of the assets related to the failed Indian casino project impaired
See our accounting policy within Note 1 of the Consolidated Financial Statements included in Item 8 of the Annual Report on Form 10-K During September 2005, legislation was proposed to amend the Gambling Devices Act of 1962 which could negatively affect projected management/consulting fees from the Shingle Springs and Jamul Casino projects
During September 2005, the Department of Justice proposed legislation that would amend the Gambling Devices Act of 1962 (commonly referred to as the Johnson Act)
The proposal seeks to clarify the difference between Class II and Class III machines
It prohibits Indian tribes from operating games that resemble slot machines without a tribal-state compact
The legislation proposes to amend the Johnson Act in three significant ways
First, the definition of “gaming device” in Section 1171 of the Johnson Act would be amended to clarify how the element of chance can be provided in a gaming device
Second, Section 1172 of the Johnson Act would be amended to clarify that certain “qualifying” technologic aids could be transported and used in Indian country
Third, a new Section (d) would be added to Section 1175 of the Johnson Act to provide an express exception to allow technological devices to be used in Class II gaming
This is only proposed legislation, but if passed it could affect our planned casino operations for the Shingle Springs Tribe and the Jamul Tribe and distributable management fees to us
Class II machines are currently planned to be used at the Shingle Springs and Jamul Casinos
If the legislation were passed there is no assurance that substitute allowable Class II machines would result in the same projected operating results as the Class II machines currently planned to be used and in use by the above-mentioned projects
If this were to occur it could have a material adverse effect on our results of operations and financial conditions
Our entry into new businesses may result in future losses
We have announced that part of our strategy involves diversifying into other businesses such as developing and owning our own casino and the development and marketing of our own table games
Such businesses involve business risks separate from the risks involved in casino development and these investments may result in future losses to us
These risks include but are not limited to negative cash flow, initial high development costs of new products and/or services without corresponding sales pending receipt of corporate and regulatory approvals, market introduction and acceptance of new products and/or services, and obtaining regulatory approvals required to conduct the new businesses
There is no assurance that diversification activities will successfully add to our future revenues and income
22 _________________________________________________________________ We cannot guarantee the financial results of the expansion of the World Poker Tour business, which may negatively impact our financial results
As of January 1, 2006, we, through our subsidiary Lakes Poker Tour, LLC, owned approximately 62prca of the outstanding common stock of WPT Enterprises, Inc, referred to as WPTE As a result, our consolidated results include WPTE operations
In fiscal 2004, our consolidated revenues of dlra17dtta6 million, were derived entirely from the WPTE business, mainly from license fees for United States telecast of World Poker Tour television episodes
In fiscal 2005 the majority of our consolidated revenues of dlra18dtta2 million were derived from WPTE WPTE has an agreement for a third season with the TRV, for broadcast of the World Poker Tour series on cable television which began airing in the fourth quarter of 2004 and continued airing in 2005
TRV exercised its option for Season Four in March 2005 and has options for three additional seasons
WPTE’s revenues were dlra18dtta1 million for fiscal 2005 from the delivery of 13 Season Three episodes and five Season Four episodes, international television licensing of the World Poker Tour’s Season One and Two and product licensing fees
However, we can provide no assurance that WPTE will achieve its forecasted revenues, that WPTE will be able to expand its business, or that WPTE’s operations will positively impact our financial results because WPTE’s business is subject to many risks and uncertainties
The risks include, but are not limited to, WPTE’s short operating history, WPTE’s dependence on its agreements with TRV, continued public acceptance of the World Poker Tour programming and brand, protection of WPTE’s intellectual property rights, and WPTE’s ability to successfully expand into new and complementary business, including internet gaming
We are dependent on the ongoing services of our Chairman and Chief Executive Officer, Lyle Berman, and the loss of his services could have a detrimental effect on the pursuit of our business objectives, profitability and the price of our common stock
Our success will depend largely on the efforts and abilities of our senior corporate management, particularly Lyle Berman, our Chairman and Chief Executive Officer
Berman or other members of senior corporate management could have a material adverse effect on us
We are in the process of obtaining a dlra20 million key man life insurance policy on him
Our Articles of Incorporation and Bylaws may discourage lawsuits and other claims against our directors
Our Articles of Incorporation and Bylaws provide, to the fullest extent permitted by Minnesota law, that our directors shall have no personal liability for breaches of their fiduciary duties to us
In addition, our Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Minnesota law
These provisions reduce the likelihood of derivative litigation against our directors and may discourage shareholders from bringing a lawsuit against directors for a breach of their duty
Our Articles of Incorporation contain provisions that could discourage or prevent a potential takeover, even if the transaction would be beneficial to our shareholders
Our Articles of Incorporation authorize our Board of Directors to issue up to 200 million shares of capital stock, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by our shareholders
The Board of Directors may authorize additional classes or series of shares that may include voting rights, preferences as to dividends and liquidation, conversion and redemptive rights and sinking fund provisions that could adversely affect the rights of holders of our common stock and reduce the value of our common stock
In connection with closing on a dlra50 million financing facility in February 2006, our Board of Directors authorized the creation of class of Series A Convertible Preferred Stock with contingent conversion rights and limited voting rights, and we issued an aggregate of 4cmam451cmam751 shares of such preferred stock to an affiliate of the lender
The Series A Convertible Preferred Stock and any other class of preferred stock that may be authorized by our Board of Directors for issuance in the future could make it more difficult for a third party to acquire us, even if a majority of our holders of common stock approved of such acquisition
23 _________________________________________________________________ The price of our common stock may be adversely affected by significant price fluctuations due to a number of factors, many of which are beyond our control
The market price of our common stock has experienced significant fluctuations and may continue to fluctuate in the future
The market price of our common stock may be significantly affected by many factors, including: • obtaining all necessary regulatory approvals for our casino development projects; • litigation surrounding one or more of our casino developments; • changes in requirements or demands for our services or WPTE’s products; • the announcement of new products or product enhancements by us or our competitors; • technological innovations by us or our competitors; • quarterly variations in our or our competitors’ operating results; • changes in prices of our or our competitors’ products and services; • changes in our revenue and revenue growth rates; • changes in earnings or (loss) per share estimates by market analysts or speculation in the press or analyst community; and • general market conditions or market conditions specific to particular industries
We have issued numerous options and warrants to acquire our common stock that could have a dilutive effect on our common stock
As of January 1, 2006, we had options outstanding to acquire 5dtta3 million shares of our common stock, exercisable at prices ranging from dlra3dtta25 to dlra18dtta16 per share, with a weighted average exercise price of approximately dlra6dtta03 per share and warrants outstanding to acquire up to 2 million shares of common stock
The warrants were cancelled effective February 15, 2006
During the terms of these options, the holders will have the opportunity to profit from an increase in the market price of our common stock with resulting dilution to the holders of shares who purchased shares for a price higher than the respective exercise or conversion price
In addition, the increase in the outstanding shares of our common stock as a result of the exercise or conversion of these options could result in a significant decrease in the percentage ownership of our common stock by the purchasers of its common stock
On February 15, 2006, we closed on a dlra50 million financing facility with an affiliate of Prentice Capital Management, LP As consideration for the financing, we issued to an affiliate of Prentice Capital warrants to purchase 1dtta25 million shares of common stock that can be immediately exercised at dlra7dtta50 per share
The warrants are subject to customary anti-dilution protections
An additional 1dtta25 million warrants to purchase common stock are exercisable at dlra7dtta50 per share as additional draws under the facility are made
Up to an additional 1dtta96 million warrants to purchase common stock can be exercised at dlra7dtta50 per share upon the occurrence of certain events relating to loan collateral
All warrants expire in February 2013
The market price of our common stock may be reduced by future sales of our common stock in the public market
Sales of substantial amounts of our common stock in the public market that are not currently freely tradable, or even the potential for such sales, could have an adverse effect on the market price for shares of our common stock and could impair the ability of purchasers of our common stock to recoup their investment or make a profit
As of January 1, 2006, these shares consist of approximately 8dtta0 million shares beneficially owned by our executive officers and directors