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<SEC-DOCUMENT>0000950134-04-011926.txt : 20040810
<SEC-HEADER>0000950134-04-011926.hdr.sgml : 20040810
<ACCEPTANCE-DATETIME>20040810172627
ACCESSION NUMBER:		0000950134-04-011926
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040810
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040810

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LAKES ENTERTAINMENT 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:		1934 Act
		SEC FILE NUMBER:	000-24993
		FILM NUMBER:		04965276

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LAKES GAMING INC
		DATE OF NAME CHANGE:	19980929
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c87519e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
==============================================================================


                       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): August 10, 2004


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




        MINNESOTA                       0-24993                  41-1913991
(State or other jurisdiction       (Commission File            (IRS Employer
    of incorporation)                   Number)              Identification No.)



       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)


==============================================================================
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)     Exhibits

          99.1    Lakes Entertainment, Inc. Press Release dated August 10, 2004.
          99.2     WPT Enterprises, Inc. financial information.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On August 10, 2004, Lakes Entertainment, Inc. issued a press release
that included financial information for the second quarter ended July 4, 2004. A
copy of the press release is being furnished to the Securities and Exchange
Commission and is attached as Exhibit 99.1 to this Form 8-K.

         On August 9, 2004, WPT Enterprises, Inc., a majority owned indirect
subsidiary of Lakes Entertainment, Inc., filed a registration statement with the
Securities and Exchange Commission which included financial information for the
second quarter ended July 4, 2004. A copy of the WPT Enterprises, Inc. financial
information included in the registration statement is being furnished to
Securities and Exchange Commission and is attached as Exhibit 99.2 to this Form
8-K.


                                    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 ENTERTAINMENT, INC.
                                              (Registrant)



Date: August 10, 2004                         By:  /s/Timothy J. Cope
                                                 -------------------------------
                                                 Name: Timothy J. Cope
                                                 Title: President and Chief
                                                        Financial Officer


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.             DESCRIPTION
- -----------             -----------
<S>                     <C>
99.1                    Press Release dated August 10, 2004.
99.2                    WPT Enterprises, Inc. financial information.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c87519exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

                                                      NEWS RELEASE
                                                      LAKES ENTERTAINMENT, INC.
[LAKES ENTERTAINMENT, INC. LOGO]                      130 CHESHIRE LANE
                                                      MINNETONKA, MN 55305
                                                      952-449-9092
                                                      952-449-9353 (FAX)
                                                      WWW.LAKESENTERTAINMENT.COM
                                                      TRADED: NASDAQ "LACO"

- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION CONTACT:
Timothy J. Cope 952-449-7030
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:
Tuesday, August 10, 2004

                 LAKES ENTERTAINMENT, INC. ANNOUNCES RESULTS FOR
                               SECOND QUARTER 2004


MINNEAPOLIS, AUGUST 10, 2004 - LAKES ENTERTAINMENT, INC. (NASDAQ "LACO") today
announced results for the second quarter ended July 4, 2004. Revenue for the
three months ended July 4, 2004 totaled $4.7 million, compared to $3.0 million
in the prior year period. Net loss for the quarter was $7.2 million and basic
and diluted losses were $0.32 per share. This compares with net earnings of $0.8
million and basic and diluted earnings of $0.04 per share for the quarter ended
June 29, 2003.

Revenues for the current and prior year quarters were derived primarily from
license fees related to the World Poker Tour (WPT) series. The increase in
revenue is primarily due to an increase in license fees related to season two
episodes delivered to the Travel Channel, LLC (TRV) during the second quarter of
2004, compared to license fees related to season one episodes delivered to TRV
during the second quarter of 2003. Also contributing to the increase was revenue
of approximately $0.5 million related to WPT-related licensing, sponsorship and
merchandise included in total revenue for the three months ended July 4, 2004.
In April 2004, TRV exercised its option to broadcast the first of a possible
five additional seasons. WPT receives fixed license payments from TRV subject to
satisfaction of production milestones and other conditions.

Total costs and expenses were $12.4 million and $1.9 million for the three
months ended July 4, 2004 and June 29, 2003, respectively. Included in second
quarter 2004, costs and expenses is an impairment charge of approximately $6.4
million related to the write-off of Lakes' investment in the Nipmuc Nation
casino development project. This impairment charge was the result of the Nipmuc
Nation being denied recognition as an Indian Tribe and sovereign government
within the meaning of federal law by the Bureau of Indian Affairs. During the
three months ended June 29, 2003, costs and expenses were reduced by a reversal
of unused litigation accrual of $3.2 million under the Company's prior agreement
to indemnify Grand Casinos, Inc. in connection with the Stratosphere litigation
matters.


<PAGE>


Selling, general and administrative expenses decreased from $3.8 million for the
three months ended June 29, 2003 to $3.2 million for the three months ended July
4, 2004. This decrease is primarily due to a decrease in professional fees
incurred during the 2003 period associated with the sale of property in Las
Vegas, Nevada. World Poker Tour production costs increased from $1.2 million for
the three months ended June 29, 2003 to $2.6 million for the three months ended
July 4, 2004. In the current year period WPT production costs and related
episode revenues were recognized in the period the relative episode was
delivered to TRV. However, because WPT did not have an executed agreement in
2002 when a portion of production costs related to the WPT episodes delivered
during the three months ended, June 29, 2003, were incurred, such costs were
expensed in 2002 and the first quarter of 2003, rather than being capitalized.

Lakes Entertainment, Inc. currently has development and management agreements
with three separate Tribes for one new casino operation in Michigan and two in
California. In addition, Lakes has agreements with the Nipmuc Nation for the
development and management of a potential additional casino on the East Coast.
However, the Nipmuc Nation has been denied recognition as an Indian Tribe by the
Bureau of Indian Affairs. Lakes also has agreements for the development of an
additional casino on Indian-owned land in California through a joint venture
with MRD Gaming, which is currently being disputed by the Tribe. Additionally,
the Company owns approximately 80% of World Poker Tour, LLC, a media and
entertainment company principally engaged in the development, production and
marketing of gaming themed televised programming, the licensing and sale of
branded products and the sale of corporate sponsorships.

Lakes Entertainment, 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 Lakes Entertainment, Inc.) 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, possible delays
in completion of Lakes' casino projects, including various regulatory approvals
and numerous other conditions which must be satisfied before completion of these
projects; possible termination or adverse modification of management contracts;
continued indemnification obligations to Grand Casinos; highly competitive
industry; possible changes in regulations; reliance on continued positive
relationships with Indian tribes and repayment of amounts owed to Lakes by
Indian tribes; possible need for future financing to meet Lakes' expansion
goals; risks of entry into new businesses; and reliance on Lakes' management.
For more information, review the Company's filings with the Securities and
Exchange Commission.
- --------------------------------------------------------------------------------



<PAGE>



                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                 JULY 4, 2004     DECEMBER 28, 2003
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>              <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                                         $19,405               $25,340
    Accounts receivable, net                                                              323                 1,038
    Deferred tax asset                                                                  5,385                 5,385
    Prepaids                                                                            2,878                 2,119
    Other current assets                                                                  914                 1,645
- --------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                   28,905                35,527
- --------------------------------------------------------------------------------------------------------------------
Property and Equipment-Net                                                              6,485                 6,492
- --------------------------------------------------------------------------------------------------------------------
Other Assets:
    Land held under contract for sale                                                   4,863                 4,612
    Land held for development                                                          14,159                14,536
    Notes receivable                                                                   88,135                84,682
    Investments                                                                         7,893                 8,717
    Deferred tax asset                                                                  7,472                 6,634
    Other long-term assets                                                              9,036                 8,860
- --------------------------------------------------------------------------------------------------------------------
Total Other Assets                                                                    131,558               128,041
- --------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                         $166,948              $170,060
====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable                                                                   $1,360                $1,906
    Income taxes payable                                                                7,042                 7,215
    Accrued payroll and related costs                                                     589                   497
    Other accrued expenses                                                              4,445                 3,018
- --------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                              13,436                12,636
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                      13,436                12,636
- --------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES
Shareholders' Equity:
    Capital stock, $.01 par value; authorized 100,000 shares; 22,226 and 21,474
    common shares issued and outstanding
    at July 4, 2004, and December 28, 2003, respectively                                  222                   215
    Additional paid-in-capital                                                        136,290               132,291
    Retained Earnings                                                                  17,000                24,918
- --------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                                                            153,512               157,424
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $166,948              $170,060
====================================================================================================================
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                             ------------------
                                                                      JULY 4, 2004          JUNE 29, 2003
                                                                      ------------          -------------
<S>                                                                   <C>                   <C>
REVENUES:
     License fee income                                                     $4,718                $2,954
- ---------------------------------------------------------------------------------------------------------
         Total Revenues                                                      4,718                 2,954
- ---------------------------------------------------------------------------------------------------------

COSTS AND EXPENSES:
     Selling, general and administrative                                     3,155                 3,788
     Production costs                                                        2,645                 1,162
     Impairment losses                                                       6,407                     -
     Reversal of litigation and claims accrual                                   -                (3,212)
     Depreciation and amortization                                             150                   131
- ---------------------------------------------------------------------------------------------------------
         Total Costs and Expenses                                           12,357                 1,869
- ---------------------------------------------------------------------------------------------------------

EARNINGS (LOSS) FROM OPERATIONS                                             (7,639)                1,085
- ---------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income                                                            43                   314
     Equity in earnings (loss) of unconsolidated affiliates                    (23)                  (60)
     Other                                                                       -                    (1)
- ---------------------------------------------------------------------------------------------------------
         Total other income, net                                                20                   253
- ---------------------------------------------------------------------------------------------------------

Earnings (loss) before income taxes                                         (7,619)                1,338
Provision (benefit) for income taxes                                          (461)                  549
- ---------------------------------------------------------------------------------------------------------

NET EARNINGS (LOSS)                                                        ($7,158)                 $789
=========================================================================================================

BASIC EARNINGS (LOSS) PER SHARE                                             ($0.32)                $0.04
=========================================================================================================

DILUTED EARNINGS (LOSS) PER SHARE                                           ($0.32)                $0.04
=========================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                  22,212                21,276
DILUTIVE EFFECT OF STOCK COMPENSATION PROGRAMS                                   -                     1
- ---------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON AND DILUTED
  SHARES OUTSTANDING                                                        22,212                21,277
=========================================================================================================
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED
                                                                                ----------------
                                                                      JULY 4, 2004          JUNE 29, 2003
                                                                      ------------          -------------
<S>                                                                   <C>                  <C>
REVENUES:
     License fee income                                                      8,858                $3,504
- ---------------------------------------------------------------------------------------------------------
         Total Revenues                                                      8,858                 3,504
- ---------------------------------------------------------------------------------------------------------

COSTS AND EXPENSES:
     Selling, general and administrative                                     6,415                 5,866
     Production costs                                                        5,117                 2,063
     Impairment losses                                                       6,407                     -
     Reversal of litigation and claims accrual                                   -                (3,212)
     Depreciation and amortization                                             293                   259
- ---------------------------------------------------------------------------------------------------------
         Total Costs and Expenses                                           18,232                 4,976
- ---------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                                        (9,374)               (1,472)
- ---------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income                                                            91                   551
     Equity in loss of unconsolidated affiliates                               396                  (147)
     Other                                                                      42                   158
- ---------------------------------------------------------------------------------------------------------
         Total other income, net                                               529                   562
- ---------------------------------------------------------------------------------------------------------

Loss before income taxes                                                    (8,845)                 (910)
Benefit for income taxes                                                      (927)                 (372)
- ---------------------------------------------------------------------------------------------------------

NET LOSS                                                                   ($7,918)                ($538)
=========================================================================================================

BASIC LOSS PER SHARE                                                        ($0.36)               ($0.03)
=========================================================================================================

DILUTED LOSS PER SHARE                                                      ($0.36)               ($0.03)
=========================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                  21,982                21,276
DILUTIVE EFFECT OF STOCK COMPENSATION PROGRAMS                                   -                     -
- ---------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON AND DILUTED
  SHARES OUTSTANDING                                                        21,982                21,276
=========================================================================================================
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>c87519exv99w2.txt
<DESCRIPTION>FINANCIAL INFORMATION
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.2

                      WPT Enterprises, Inc. Recent Results

         Financial and operating data discussed below for the three and six
months ended July 4, 2004, in the opinion of management, include all adjustments
(consisting of normal recurring accruals) for a fair presentation of such
information. The results of operations data presented for three and six months
ended July 4, 2004 are not necessarily indicative of the results of operations
for the full 2004 fiscal year.

<TABLE>
<CAPTION>
                                                     Six Months Ended            Three Months Ended
                                                     ----------------            ------------------
                                              June 29, 2003   July 4, 2004   June 29, 2003  July 4, 2004
                                              -------------   ------------   -------------  ------------

<S>                                           <C>             <C>            <C>            <C>
Revenues ...................................   $  3,503,630   $  8,858,279   $  2,953,630   $  4,718,647
                                               ------------   ------------   ------------   ------------
Gross Margin ...............................      1,413,592      3,741,028      1,783,398      2,073,087
Expenses:
     Selling and Administrative ............        706,655      1,965,084        401,428      1,163,721
     Depreciation ..........................         39,225         66,711         21,270         32,837
                                               ------------   ------------   ------------   ------------
Earnings (Loss) from Operations ............        667,712      1,709,233      1,360,700        876,529
Interest (Income) Expense ..................         73,784         30,410         37,252        (10,731)
                                               ------------   ------------   ------------   ------------
Net Earnings (Loss) ........................   $    593,928   $  1,678,823   $  1,323,448   $    887,260
                                               ============   ============   ============   ============
Net Earnings (Loss) per Common
     Share--Basic ..........................   $        .05   $        .12   $        .10   $        .06
                                               ============   ============   ============   ============
Net Earnings (Loss) per Common
     Share--Diluted ........................   $        .04   $        .10   $        .08   $        .06
                                               ============   ============   ============   ============
Weighted Average Common Shares
     Outstanding--Basic ....................     13,066,667     13,946,667     13,360,000     14,240,000
                                               ------------   ------------   ------------   ------------
Dilutive Effect of Restricted Stock ........      1,997,440      1,398,400      1,797,440      1,198,400
Dilutive Effect of Stock Options ...........        932,053        652,053        838,720        558,720
                                               ------------   ------------   ------------   ------------
Weighted Average Common Shares
     Outstanding--Diluted ..................     15,996,160     15,997,120     15,996,160     15,997,120
                                               ============   ============   ============   ============
</TABLE>

         Total revenues were $8.9 million for the six months ended July 4, 2004
compared to $3.5 million for the comparable period in the prior year. Revenues
for the current and prior year periods were derived primarily from license fees
related to the World Poker Tour series. The increase in revenue is primarily due
to higher per episode license fees received from the Travel Channel for our
Season Two programming and a greater number of episodes delivered to the Travel
Channel during the six months ended July 4, 2004, compared to the per episode
license fee for our Season One programming and the number of episodes delivered
to the Travel Channel during the comparable 2003. Also contributing to the
increase for the 2004 period was revenue of approximately $0.9 million resulting
from our licensing, sponsorship and merchandising activities, compared to no
significant revenue from such activities during the comparable 2003 period.

         Our production costs increased from $2.1 million for the six months
ended June 29, 2003 to $5.1 million for the six months ended July 4, 2004. The
increase was also due to a greater number of episodes being delivered to the
Travel Channel during the 2004 period compared to the comparable 2003 period.
Productions costs for the six months ended June 29, 2003 excluded a significant
amount of costs related to episodes delivered in that period that were expensed
as incurred prior to the signing of the Travel Channel contract in March 2003.
The gross margins were comparable for the respective six month periods due to
higher per episode license fees during the 2004 period that were offset by the
exclusion of production costs in the comparable 2003 period.


<PAGE>



         Our net income for the six months ended July 4, 2004 was approximately
$1.7 million, with basic earnings of $.12 per share and diluted earnings of $.10
per share. This compares with net income of approximately $594,000, with basic
earnings of $.05 per share and diluted earnings of $.04 per share, for the six
months ended June 29, 2003.

         Total revenues were $4.7 million for the three months ended July 4,
2004, compared to $3.0 million in the prior year period. Revenues for the 2004
second quarter and comparable prior year periods were primarily derived from
license fees related to the World Poker Tour television series. The increase in
revenue is primarily due to higher per episode license fees received from the
Travel Channel for episodes delivered during the three months ended July 4,
2004, partially offset by fewer episodes delivered during the 2004 period than
during the comparable 2003 period. Also contributing to the increase for the
second quarter of 2004 was revenue of approximately $0.5 million that resulted
from our licensing, sponsorship and merchandising activity, compared to no
significant revenue from such activities during the second quarter of 2003.

         Our production costs increased from $1.2 million for the three months
ended June 29, 2003 to $2.6 million for the three months ended July 4, 2004.
Production costs for the three months ended June 28, 2003 excluded a significant
amount of costs related to episodes delivered in that period that were expensed
as incurred prior to the signing of the Travel Channel contract in March 2003.
This resulted in a gross margin of 60% for the three months ended June 29, 2003
compared to 44% for the three months ended July 4, 2004.

         Our net income for the three months ended July 4, 2004 was
approximately $887,000, and basic and diluted earnings were $.06 per share. This
compares with net income of $1.3 million, with basic earnings of $.10 per share
and diluted earnings of $.08 per share, for the three months ended June 29,
2003. The decrease was due to the unusually high gross margin for the three
months ended June 29, 2003 and an additional $750,000 of general and
administrative expenses for the three months ended July 4, 2004.




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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