Each one in plain English, with the numbers worked through for a shareholder.
23 Dec 2008listing compliance notice● Neutral
Nasdaq extended its pause on enforcing the $1.00 minimum bid price rule through April 20, 2009, which pushes the company's deadline to regain compliance to August 17, 2009. This continues the bid-price problem first flagged in August 2008; the earlier May 18, 2009 deadline in the context is now superseded.
On December 4, 2008 the board changed the 'change in control' definition in the 2004 Stock Incentive Plan: the trigger rises from 33% to more than 50% ownership, the exclusion for Lakes Entertainment shares is removed, and shares held by Lyle Berman, Bradley Berman, certain Berman family trusts or Steven Lipscomb (or groups including them) are excluded. This reverses part of the June 2006 terms; the filing does not state a reason.
After Nasdaq suspended its $1.00 minimum bid rule through January 19, 2009, Nasdaq on October 22, 2008 gave the company until May 18, 2009 to regain compliance. This extends the deadline from the August 2008 notice; the share price problem is not resolved.
17 Oct 2008material agreement termination▼ BadMajor
On October 15, 2008 the company gave notice terminating its software license and support agreement with CryptoLogic, and will stop operating its WPT-branded online gaming site on that network after November 14, 2008. This ends the Cryptologic arrangement that was signed in 2007 and extended in March 2008; the filing gives no reason and does not say what replaces it. The filing is signed by Thomas Flahie as Interim Chief Financial Officer.
On August 14, 2008 Nasdaq notified the company that its stock closed below $1.00 for 30 consecutive business days, breaching the minimum bid rule. The company has 180 days to regain compliance by staying above $1.00 for at least 10 consecutive business days; the listing is not affected for now.
GSN did not exercise its option to broadcast WPT season seven by the extended June 7, 2008 deadline. The company said it is in talks with several major networks, and GSN said it is still talking about possibly airing parts of Season VII; season seven starts July 11 and runs to April 2009. This resolves the extension in the prior filing against the company, leaving season seven without a confirmed U.S. broadcaster.
On May 23, 2008 the company and Game Show Network agreed to move GSN's deadline to pick up the seventh World Poker Tour season from May 24 to June 7, 2008. The filing does not say whether GSN will take the option.
On March 5, 2008 the company expanded its Cryptologic arrangement: it took the Full Casino option, which cut the annual minimum guarantee from $2.5M to $750,000, and paid $100,000 for Spanish and German poker rooms. A separate amendment extended the term one year to June 30, 2011 and changed the revenue split to the company keeping 100% of the first $37,500 a month, 79% up to $500,000 and 80% above that. This continues the April 2007 Cryptologic deal, now with a bigger share for the company.
On August 6, 2007 the company signed a five-year Cooperation Agreement with the China Leisure Sports Administrative Center, giving it rights to brand and exploit the China National Traktor Poker Tour. It pays an annual fee starting at $505,000 and rising 10% a year, and the Chinese body must organise at least 15 events a year and place the finals on a major Chinese TV station. This is a new business line outside the U.S.
On April 23, 2007 the company signed a software agreement with Cryptologic under which Cryptologic runs the company's online poker room and casino, with the poker room due to go live by June 14, 2007. Cryptologic takes 20-22% of net gaming revenue, and the company owes minimum guaranteed revenue amounts (e.g., $500,000 a year for the initial casino), a $50,000 launch fee and $7,500 a month; the term runs to June 30, 2010. This moves the online poker plan toward a Cryptologic-run site, in place of the CyberArts software licensed in 2006 and the WagerWorks arrangement ending by August 1, 2007; the filing does not itself say what happens to those agreements.
The Travel Channel did not exercise its option on WPT season six by April 1, 2007, ending the run of option pickups under the 2003 Master Agreement. On April 2, 2007 the company licensed season six to Game Show Network at $300,000 per episode for 23 episodes, with GSN committing at least $3 million of marketing per season, options on seasons seven and eight (fee rising 5% each season), and possible ratings bonuses of $20,000-$35,000 per episode. This replaces the Travel Channel as the U.S. broadcaster for new seasons.
On March 8, 2007 the company and The Travel Channel agreed to move the deadline for the Travel Channel to pick up the sixth season of the World Poker Tour from March 10, 2007 to April 1, 2007. This continues the pattern of option exercises on the 2003 Master Agreement; the filing does not say whether the option will be taken.
The company signed a sponsorship deal with Party Poker (iGlobalMedia Marketing Gibraltar), effective Nov 30, 2006, covering international (non-U.S.) broadcasts of WPT Seasons IV-VI and PPT Seasons I-III. Party Poker pays per qualifying broadcaster deal ($500,000 per WPT deal for up to five primary-country deals a season, $125,000 for others, capped at $5M, $6M and $7M for WPT Seasons IV, V and VI; $3M, $4M and $5M for PPT Seasons I, II and III), so payments depend on the company securing international broadcast deals. This adds a new international revenue source around the shows after the Travel Channel declined further PPT seasons.
The company and other investors entered a subscription agreement under which it bought about a 10% stake in 3G Scene Limited, a mobile gaming software company, for roughly $2.9 million. It can ask 3G Scene to repurchase the shares if the investment could jeopardize its or Lakes Entertainment's gaming permits. The same filing furnishes a press release on second-quarter 2006 results, with no figures in the text.
The company amended its brand license and online casino agreement with WagerWorks Alderney 3 to let it own and run its own online poker room and offer multi-player real-money poker by cellphone. WagerWorks' share of poker room revenue rises from 25% to 75% and its operation of the room ends by August 1, 2007 at the latest. The filing says the higher share is meant to incentivize WagerWorks during the company's transition to running its own room.
The company licensed poker software from CyberArts Licensing to build its own online poker room, paying a $1.3 million license fee and $180,000 for first-year support. It can buy the source code for $4 million less amounts already paid, and can terminate and recover fees if the software does not perform as expected by April 1, 2007 or 120 days after launch, whichever comes first. This continues the online gaming effort begun with WagerWorks in 2005.
Stockholders approved raising the shares reserved under the 2004 Stock Incentive Plan from 3,120,000 to 4,200,000. The board also approved full immediate vesting of unvested options and restricted stock if there is a Change in Control, such as an acquisition of 33% or more of the shares (excluding Lakes Entertainment and its affiliates).
4 May 2006material agreement termination▼ BadMajor
The Travel Channel told the company on May 1, 2006 that it chose not to exercise its option to buy additional seasons of the Professional Poker Tour, the series licensed under the January 2006 Discovery agreement. The same filing furnishes a press release on first-quarter 2006 results, with no figures in the text.
The Travel Channel exercised its option for a fifth season of the World Poker Tour series under the August 22, 2003 Master Agreement, following its fourth-season option in March 2005. This continues the broadcast relationship.
The company signed an agreement with Discovery Communications to license a new series, the Professional Poker Tour, for the Travel Channel. Discovery pays fixed licensing fees, holds three options for further seasons, and shares in 15% of revenue from certain other rights. A separate amendment to the World Poker Tour agreements restricts the company from showing other poker programs in the U.S. territory until December 31, 2007, and assigns certain company trademarks to the Travel Channel.
On August 16, 2005 the company hired Piercy Bowler Taylor & Kern as its independent auditors, on the Audit Committee's recommendation, replacing Deloitte, which resigned in June. The filing says the company had not consulted PBTK on accounting matters before the engagement.
Deloitte & Touche resigned as the company's auditor on June 23, 2005; the Audit Committee did not recommend or approve the resignation. The filing states Deloitte's reports had no adverse opinion or disclaimer and that there were no disagreements or reportable events.
The company finalized an employment agreement with Steven Lipscomb as president and CEO for a three-year term that began December 29, 2003, at $500,000 a year. He is eligible for a bonus of 5% of net income above $3,000,000, plus a discretionary award from a pool equal to 10% of net profit. This formalizes terms outlined in an April 14, 2004 letter agreement.
The Travel Channel exercised its option to broadcast a fourth season of the World Poker Tour series under the August 22, 2003 Master Agreement. This continues the existing broadcast relationship.
The company signed a definitive agreement with WagerWorks to build WPTonline.com, a real-money World Poker Tour gaming site that will bar U.S. players and other places where online gaming is prohibited. It is expected to go live in the second quarter of 2005. No financial terms are given.
The company signed a sponsorship agreement with Anheuser-Busch (dated June 28, 2004) covering the 2004/05 World Poker Tour season, which runs until April 23, 2005. No dollar amount is stated in the filing.
The company accepted a sixth amendment to its Season 2 agreement with The Travel Channel, adding one more two-hour special, "Doyle Brunson's North American Poker Championship", to Season 2 of the World Poker Tour series. This builds on the August 22, 2003 Master Agreement and its earlier amendments. No financial terms are given.
The company signed a lease with Wilshire Courtyard L.L.C. for new headquarters of about 15,901 square feet at 5700 Wilshire Boulevard, Los Angeles. The initial term is 6 years and 3 months, expected to start February 1, 2005, with an option to extend for five more years. (The filing is under the name WPT Enterprises, Inc., the same registrant as the Emerald Oil filings above, with the same CFO, W. Todd Steele; the company is a poker television business, not an oil and gas producer.)