Each one in plain English, with the numbers worked through for a shareholder.
12 Aug 2009material agreement▲ Good
The company signed two international sponsorship agreements, signed August 3, 2009, with an unnamed non-US online gaming company. That sponsor becomes exclusive online gaming partner for World Poker Tour events in Europe for two seasons over 27 months from October 2009, with an option for a third, and sponsors Season Seven in over 30 European territories. Counting this revenue lowered second-quarter and six-month 2009 cost of revenues by $247,000 and raised income tax expense by $44,000, resolving the possible restatement flagged in the July 29 earnings release.
On July 28, 2009 the company agreed to sell substantially all its operating assets (excluding cash, investments and certain other assets) to Gamynia Limited for $9,075,000 at closing, plus 4% of future gaming revenue and 5% of future sponsorship and other non-gaming revenue. It says it plans to use the cash to develop or acquire a non-poker business and does not currently intend to distribute proceeds to stockholders. The deal needs stockholder approval, and holders of about 39% of shares signed voting agreements in favour; two officers' severance rises to 18 months if a sale closes in 2009. It also keeps the Party Poker sponsorship revenues and the Season Seven licence to PokerStars. If it later accepts a superior offer, it owes Gamynia a $1 million fee.
Nasdaq extended its pause on enforcing the $1.00 minimum bid price rule again, through July 19, 2009, which moves the company's compliance deadline to November 16, 2009. This continues the bid-price issue from August 2008; the company still has not regained compliance.
Effective January 15, 2009, the company set up a credit line with UBS Financial Services and UBS Bank USA that lets it borrow 75% of the market value of its auction rate securities, up to about $2.4 million based on December 31, 2008 values. It is secured by those securities, repayable on demand, with interest at the lower of 30-day LIBOR plus 1.50 to 2.75 percentage points or the interest the securities actually earn. The filing does not say whether any amount has been drawn.
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continues the bid-price problem first flagged in August 2008; the earlier May 18, 2009 deadline in the context is now superseded.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.
