**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-Q/A**

** **

**Amendment No. 1**

** **

**(MarkOne)**

 
| **x**                                                   | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|---------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| ** **                                              |
| **For the quarterly period ended March 29,  2009** |
| ** **                                              | ** **                                                                                              |
| **OR**                                                  |
| ** **                                              | ** **                                                                                              |
| **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.**

(Exactname of registrant as specified in its charter)

 
| **Delaware**                                | **77-0639000**      |
|---------------------------------------------|---------------------|
| (State or other jurisdiction                | (I.R.S. Employer    |
| of incorporation or organization)           | Identification No.) |
|                                        |                |
| **5700 Wilshire Boulevard, Suite 350** | ** **          |
| **Los Angeles, California**                 | **90036**           |
| (Address of principal executive offices)    | (Zip Code)          |

 

Registrant’stelephone number, including area code:**(323) 330-9900**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o  No o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated  filer  o          | Accelerated  filer  o         |
|------------------------------------------------|-----------------------------------------|
|                                           |                                    |
| Non-accelerated  filer  o            | Smaller reporting  company  x |
| (Do not check if a  smaller reporting company) |                                    |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).   Yes o   No x

 

As of May 18, 2009 there were 20,603,333 sharesof Common Stock, $0.001 par value per share, outstanding.

 

 

 

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*Explanatory Note:*  We are filing thisAmendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Qfor the quarter ended March 29, 2009 (the “Report”) for the purpose ofrestating the condensed consolidated statement of cash flows for the threemonths ended March 29, 2009. The classification of the $211,000 change invalue of the ARS portfolio is now included as an element of net cash providedby (used in) operating activities in the condensed consolidated statements ofcash flows. This amount was previously reflected as an element of net cashprovided by (used in) investing activities. Other than the change describedabove, an additional footnote that explains the change in presentation and aconforming change to a related paragraph in Management’s Discussion andAnalysis of Financial Condition and Results of Operations, this Form 10-Q/Adoes not modify or update the information provided in the Report in any way.

 

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**PART 1 — FINANCIALINFORMATION**

 

**ITEM 1. FINANCIAL STATEMENTS**

 

**WPT ENTERPRISES, INC.**

**Condensed Consolidated Statementsof Cash Flows**

(Unaudited)

 
| ** **                                                                                                          | ** ** | **Three months ended**         | ** ** |
|---------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|
| ** **                                                                                                          | ** ** | **March 29, 2009  (Restated)** | ** ** | **March 30, 2008** | ** ** |
|                                                                                                                | ** ** | **(In thousands)**                  | ** ** |
| **Operating Activities:**                                                                                           |       |                                     |       |   |   |
| Net loss                                                                                                            |       | $                                        | (1,505     | ) | $ | (2,828 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities of continuing operations: |       |                                     |       |   |   |
| Loss from discontinued operations                                                                                   |       | 984                                      |       | 528 |   |
| Depreciation and amortization                                                                                       |       | 194                                      |       | 157 |   |
| Share-based compensation                                                                                            |       | 60                                       |       | 314 |   |
| Asset impairment                                                                                                    |       | 1,000                                    |       | — |   |
| Loss on sale of assets                                                                                              |       | 22                                       |       | — |   |
| Change in value of put rights                                                                                       |       | 211                                      |       | — |   |
| Change in value of ARS portfolio                                                                                    |       | (211                                     | )          | — |   |
| Bad debt provision                                                                                                  |       | 239                                      |       | — |   |
| Increase in operating (assets) and liabilities:                                                                     |       |                                     |       |   |   |
| Accounts receivable                                                                                                 |       | 2                                        |       | 953 |   |
| Deferred television costs                                                                                           |       | 558                                      |       | 171 |   |
| Other                                                                                                               |       | 207                                      |       | 76 |   |
| Accounts payable                                                                                                    |       | (46                                      | )          | 111 |   |
| 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 | ) |
|                                                                                                                |       |                                     |       |   |   |
| **Investing Activities:**                                                                                           |       |                                     |       |   |   |
| 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 |   |
| Net cash provided by (used in) investing activities of continuing  operations                                       |       | (59                                      | )          | 3,964 |   |
| Net cash used in investing activities of discontinued operations                                                    |       | —                                   |       | (100 | ) |
| Net cash provided by (used in) investing activities                                                                 |       | (59                                      | )          | 3,864 |   |
|                                                                                                                |       |                                     |       |   |   |
| **Financing Activities:**                                                                                           |       |                                     |       |   |   |
| Borrowing under line of credit                                                                                      |       | 2,661                                    |       | — |   |
| Repayments under line of credit                                                                                     |       | (10                                      | )          | — |   |
| Proceeds from exercise of stock options                                                                             |       | 1                                        |       | — |   |
| Net cash provided by financing activities                                                                           |       | 2,652                                    |       | — |   |
|                                                                                                                |       |                                     |       |   |   |
| **Net increase in cash and cash equivalents**                                                                       |       | 2,747                                    |       | 1,175 |   |
| Cash and cash equivalents at beginning of period                                                                    |       | 11,497                                   |       | 3,852 |   |
| Cash and cash equivalents at end of period                                                                          |       | $                                        | 14,244     |   | $ | 5,027 |   |
|                                                                                                                |       |                                     |       |   |   |
| **Supplemental Cash Flow Information:**                                                                             |       |                                     |       |   |   |
| Cash paid for interest                                                                                              |       | $                                        | 2          |   | $ | — |   |

 

Seenotes to unaudited condensed consolidated financial statements.

 

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**11.RESTATEMENT OF THE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS**

 

Thecondensed 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 ofthe ARS portfolio to an element of net cash provided by (used in) operatingactivities. This amount was previously reflected as an element of net cashprovided by (used in) investing activities. The change in presentationdecreased net cash provided by (used in) operating activities by $211,000 andincreased net cash provided by (used in) investing activities by $211,000.

 

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**ITEM 2. MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

**Liquidity and Capital Resources**

 

During the three monthended March 29, 2009, cash and cash equivalents and investments in debtsecurities and put rights increased $2.7 million to a combined balance of $20.2million. We borrowed $2.7 million from the broker that holds our ARS portfolioand this source of cash was the reason for the increase in cash and investmentbalances. Cash flows from operating activities of continuing operations were$594,000 in 2009 compared to ($2,131,000) in 2008. Increases in revenues andreductions in production costs and selling, general and administrative expensesin 2009 were the primary reasons for the improvement between years. Ourprincipal operating cash requirements consist of payroll and benefits, officeleases, television production, professional and consulting fees, businessinsurance and sales and marketing costs. Cash flows from investing activitiesdecreased to ($59,000) in 2009 from $3,864,000 in 2008. The decrease was causedby fewer net redemptions of investments in 2009. Cash flows from financing activitiesincreased to $2,652,000 from none in 2008. The 2009 cash flows were from thedraw 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          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                           |
| 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 |
|   |   |                                                                                                                                                                                                           |
| 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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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report on Form 10-Q/A to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| Dated: May 18, 2009 | WPT ENTERPRISES, INC.           |
|--------------------------|---------------------------------|
|                     | Registrant                      |
|                     |                            |
|                     |                            |
|                     | /s/ *Steven Lipscomb*           |
|                     | Steven Lipscomb                 |
|                     | Chief Executive Officer         |
|                     |                            |
|                     |                            |
|                     | /s/ *Thomas Flahie*             |
|                     | Thomas Flahie                   |
|                     | Interim Chief Financial Officer |

 

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