UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 29, 2009 | |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-50848
WPT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 77-0639000 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
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5700 Wilshire Boulevard, Suite 350 |
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Los Angeles, California | 90036 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (323) 330-9900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o |
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Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 18, 2009 there were 20,603,333 shares of Common Stock, $0.001 par value per share, outstanding.
Explanatory Note: We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended March 29, 2009 (the “Report”) for the purpose of restating the condensed consolidated statement of cash flows for the three months ended March 29, 2009. The classification of the $211,000 change in value of the ARS portfolio is now included as an element of net cash provided by (used in) operating activities in the condensed consolidated statements of cash flows. This amount was previously reflected as an element of net cash provided by (used in) investing activities. Other than the change described above, an additional footnote that explains the change in presentation and a conforming change to a related paragraph in Management’s Discussion and Analysis of Financial Condition and Results of Operations, this Form 10-Q/A does not modify or update the information provided in the Report in any way.
PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WPT ENTERPRISES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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| Three months ended |
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| March 29, 2009 |
| March 30, 2008 |
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Operating Activities: |
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Net loss |
| $ | (1,505 | ) | $ | (2,828 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities of continuing operations: |
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Loss from discontinued operations |
| 984 |
| 528 |
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Depreciation and amortization |
| 194 |
| 157 |
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Share-based compensation |
| 60 |
| 314 |
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Asset impairment |
| 1,000 |
| — |
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Loss on sale of assets |
| 22 |
| — |
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Change in value of put rights |
| 211 |
| — |
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Change in value of ARS portfolio |
| (211 | ) | — |
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Bad debt provision |
| 239 |
| — |
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Increase in operating (assets) and liabilities: |
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Accounts receivable |
| 2 |
| 953 |
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Deferred television costs |
| 558 |
| 171 |
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Other |
| 207 |
| 76 |
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Accounts payable |
| (46 | ) | 111 |
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Accrued expenses |
| (155 | ) | (727 | ) | ||
Deferred revenue |
| (966 | ) | (886 | ) | ||
Net cash provided by (used in) operating activities of continuing operations |
| 594 |
| (2,131 | ) | ||
Net cash used in operating activities of discontinued operations |
| (440 | ) | (558 | ) | ||
Net cash provided by (used in) operating activities |
| 154 |
| (2,689 | ) | ||
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Investing Activities: |
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Purchase of property and equipment |
| (59 | ) | (225 | ) | ||
Purchases of available for sale debt securities |
| — |
| (11,187 | ) | ||
Sales/redemptions of available for sale debt securities |
| — |
| 15,376 |
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Net cash provided by (used in) investing activities of continuing operations |
| (59 | ) | 3,964 |
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Net cash used in investing activities of discontinued operations |
| — |
| (100 | ) | ||
Net cash provided by (used in) investing activities |
| (59 | ) | 3,864 |
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Financing Activities: |
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Borrowing under line of credit |
| 2,661 |
| — |
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Repayments under line of credit |
| (10 | ) | — |
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Proceeds from exercise of stock options |
| 1 |
| — |
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Net cash provided by financing activities |
| 2,652 |
| — |
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Net increase in cash and cash equivalents |
| 2,747 |
| 1,175 |
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Cash and cash equivalents at beginning of period |
| 11,497 |
| 3,852 |
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Cash and cash equivalents at end of period |
| $ | 14,244 |
| $ | 5,027 |
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Supplemental Cash Flow Information: |
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Cash paid for interest |
| $ | 2 |
| $ | — |
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See notes to unaudited condensed consolidated financial statements.
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11. RESTATEMENT OF THE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
The condensed consolidated statement of cash flows for the three months ended March 29, 2009 has been restated to change the presentation of the $211,000 change in value of the ARS portfolio to an element of net cash provided by (used in) operating activities. This amount was previously reflected as an element of net cash provided by (used in) investing activities. The change in presentation decreased net cash provided by (used in) operating activities by $211,000 and increased net cash provided by (used in) investing activities by $211,000.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
During the three month ended March 29, 2009, cash and cash equivalents and investments in debt securities and put rights increased $2.7 million to a combined balance of $20.2 million. We borrowed $2.7 million from the broker that holds our ARS portfolio and this source of cash was the reason for the increase in cash and investment balances. Cash flows from operating activities of continuing operations were $594,000 in 2009 compared to ($2,131,000) in 2008. Increases in revenues and reductions in production costs and selling, general and administrative expenses in 2009 were the primary reasons for the improvement between years. Our principal operating cash requirements consist of payroll and benefits, office leases, television production, professional and consulting fees, business insurance and sales and marketing costs. Cash flows from investing activities decreased to ($59,000) in 2009 from $3,864,000 in 2008. The decrease was caused by fewer net redemptions of investments in 2009. Cash flows from financing activities increased to $2,652,000 from none in 2008. The 2009 cash flows were from the draw down of the line of credit in February 2009.
ITEM 6. EXHIBITS
31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 |
| Certification of Interim Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
| Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 18, 2009 | WPT ENTERPRISES, INC. |
| Registrant |
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| /s/ Steven Lipscomb |
| Steven Lipscomb |
| Chief Executive Officer |
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| /s/ Thomas Flahie |
| Thomas Flahie |
| Interim Chief Financial Officer |
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