UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 17, 2009
WPT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-50848 | | 77-0639000 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | |
5700 Wilshire Blvd., Suite 350, Los
Angeles, California | | 90036 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (323) 330-9900
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 17, 2009, WPT Enterprises, Inc. (the “Company) issued a press release discussing fourth quarter and full year 2008 financial results. A copy of the press release was furnished in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on February 18, 2009.
The Company is revising that press release and amending that Current Report to include a value for the financial asset created when UBS AG (“UBS”), the broker that holds our auction rate securities portfolio (“ARS”), agreed to purchase our ARS (“Put Rights”) and an impairment charge now that the Company is relying on UBS to purchase our ARS. The offsetting changes do not affect 2008 net income or cash flows and are not material to the previously reported December 28, 2008 balance sheet information. The Company recorded a $605,000 increase in interest income for the value of the Put Rights and a $605,000 decrease in interest income for the impairment of the ARS in the fourth quarter of 2008. The ARS impairment was the unrealized holding loss that was previously reported in other comprehensive loss.
In November 2008, the Company accepted an offer from UBS that requires UBS to purchase our ARS at par value at any time during the period of June 30, 2010 through July 2, 2012. Conversely, UBS has the right, in its discretion, to purchase or sell our ARS at any time until July 2, 2012, so long as we are paid par value. The Company expects to sell our ARS under the Put Rights. However, if the Put Rights are not exercised before July 2, 2012 they will expire and UBS will have no further obligation to buy our ARS.
UBS’s obligations under the Put Rights are not secured by its assets and do not require UBS to obtain any financing to support its performance obligations under the Put Rights. UBS has disclaimed any assurance that it will have sufficient financial resources to satisfy its obligations under the Put Rights and UBS’s obligations are not guaranteed by any other party.
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The consolidated balance sheet at December 28, 2008 and the consolidated statements of loss and comprehensive loss for the three months and year ended December 28, 2008 have been revised to reflect the changes discussed above.
WPT ENTERPRISES, INC.
Consolidated Balance Sheets
(In thousands)
| | December
28, 2008 | | December
30, 2007 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 11,665 | | $ | 3,852 | |
Investments in debt securities | | 2,088 | | 22,971 | |
Accounts receivable, net | | 2,099 | | 2,758 | |
Deferred television costs | | 1,962 | | 2,198 | |
Other | | 1,222 | | 830 | |
| | 19,036 | | 32,609 | |
| | | | | |
Investments in debt securities and put rights | | 3,900 | | 4,200 | |
Property and equipment, net | | 1,408 | | 1,462 | |
Investment | | 1,000 | | 2,923 | |
Other | | 537 | | 503 | |
| | $ | 25,881 | | $ | 41,697 | |
| | | | | |
Liabilities and Stockholders’ Equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 487 | | $ | 736 | |
Accrued payroll and related | | 269 | | 988 | |
Other accrued expenses | | 1,149 | | 1,308 | |
Deferred revenue | | 1,913 | | 2,870 | |
| | 3,818 | | 5,902 | |
| | | | | |
Commitments and contingencies | | | | | |
| | | | | |
Stockholders’ equity | | 22,063 | | 35,795 | |
| | $ | 25,881 | | $ | 41,697 | |
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WPT ENTERPRISES, INC.
Consolidated Statements of Loss and Comprehensive Loss
(In thousands, except per share data)
| | Three months ended | | Year ended | |
| | December
28, 2008 | | December
30, 2007 | | December
28, 2008 | | December
30, 2007 | |
Revenues: | | | | | | | | | |
Television | | $ | 1,332 | | $ | 3,621 | | $ | 9,839 | | $ | 14,143 | |
Product licensing | | 569 | | 1,001 | | 2,483 | | 3,619 | |
Online gaming | | 289 | | 221 | | 1,045 | | 1,150 | |
Event hosting and sponsorship fees | | 120 | | 206 | | 1,496 | | 2,583 | |
Other | | 305 | | 46 | | 618 | | 217 | |
| | 2,615 | | 5,095 | | 15,481 | | 21,712 | |
| | | | | | | | | |
Cost of revenues | | 798 | | 1,630 | | 7,250 | | 8,224 | |
Gross profit | | 1,817 | | 3,465 | | 8,231 | | 13,488 | |
| | | | | | | | | |
Selling, general and administrative expense | | 5,293 | | 5,758 | | 21,730 | | 22,700 | |
Asset impairment and abandonment charges | | — | | — | | 1,923 | | 2,270 | |
Loss from operations | | (3,476 | ) | (2,293 | ) | (15,422 | ) | (11,482 | ) |
| | | | | | | | | |
Other income: | | | | | | | | | |
Realized gain on sale of investment | | — | | — | | 11 | | — | |
Interest | | 158 | | 420 | | 962 | | 1,779 | |
Loss before income taxes | | (3,318 | ) | (1,873 | ) | (14,449 | ) | (9,703 | ) |
| | | | | | | | | |
Income taxes | | — | | 70 | | — | | 70 | |
Net loss | | (3,318 | ) | (1,803 | ) | (14,449 | ) | (9,633 | ) |
| | | | | | | | | |
Unrealized gain (loss) on securities | | 1,259 | | 33 | | (11 | ) | 63 | |
Comprehensive loss | | $ | (2,059 | ) | $ | (1,770 | ) | $ | (14,460 | ) | $ | (9,570 | ) |
| | | | | | | | | |
Net loss per common share - basic and diluted | | $ | (0.16 | ) | $ | (0.09 | ) | $ | (0.70 | ) | $ | (0.47 | ) |
| | | | | | | | | |
Weighted-average common shares outstanding - basic and diluted | | 20,603 | | 20,603 | | 20,603 | | 20,603 | |
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The information in this Item 2.02 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.
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SIGNATURES
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 hereunto duly authorized.
| WPT Enterprises, Inc. |
| |
February 24, 2009 | By: | /s/ Thomas Flahie |
| |
| | Name: Thomas Flahie |
| | Title: Interim Chief Financial Officer |
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