Item 8.01. Other Events.
On March 12, 2020, World Wrestling Entertainment, Inc. (the "Company") issued a
press release on the potential impact of COVID-19 and announcing that the
Company is withdrawing its previously issued first quarter and full year 2020
Business Outlook due to the increased uncertainty of the financial impact of
COVID-19. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On March 16, 2020, the Company issued the following statement on WrestleMania:
"In coordination with local partners and government officials, WrestleMania and
all related events in Tampa Bay will not take place. However, WrestleMania will
still stream live on Sunday, April 5 at 7 pm ET on WWE Network and be available
on pay-per-view. Only essential personnel will be on the closed set at WWE's
training facility in Orlando, Florida to produce WrestleMania."
The Company is supplementing the risk factors previously disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019 the
following risk factor:
The current coronavirus (COVID-19) outbreak could have a material adverse impact
on our business, results of operations, and financial condition.
We believe COVID-19 may negatively affect our business and could continue to do
so in the foreseeable future. COVID-19 has resulted in restrictions,
postponements and cancelations of various sports and other events and likely
will require us to cancel, postpone or relocate certain of our upcoming events,
such as the announced relocation of WrestleMania to our Orlando training
facility. The impact, extent and duration of the government imposed restrictions
on travel, public gatherings and sports and other large-scale events as well as
the overall effect of the COVID-19 virus is currently unknown but could have a
material adverse effect on our business, financial condition and/or results of
operations.
As previously disclosed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 in Item 1A. Risk Factors, the spread of
disease or illness such as COVID-19 could negatively impact our business in a
number of ways. The COVID-19 outbreak may cause consumers to suspend or cancel
their decisions to attend the Company's live events. In addition, in the
interests of the health and safety of the Company's fans, performers and
employees or because various domestic and international governmental agencies
may suspend or ban large group gatherings or events, we could cancel, postpone
or relocate certain of our live events. If we are unable to hold our live
events for any reason, or are unable to hold them in suitable venues, we may not
be able to fulfill our obligations under our various distribution and other
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agreements. Additionally our fans, performers and/or employees could be exposed
to COVID-19 at our live events. The occurrence of any of these events could
materially adversely affect the Company's business, results of operations and
financial condition.
Any significant disruption to communications and travel, including travel
restrictions and other potential protective quarantine measures against COVID-19
by governmental agencies, may increase the difficulty and could make it
impossible for the Company to stage its live events. Travel restrictions and
protective measures against COVID-19 could cause the Company to incur additional
unexpected labor costs and expenses or could restrain the Company's ability to
retain the highly skilled personnel and performers we needs for our operations.
Any of these risks could have a material adverse effect on our business,
financial condition and/or results of operations.
Forward-Looking Statements: This Current Report on Form 8-K, including the
exhibits hereto, contains forward-looking statements pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995, which are subject to
various risks and uncertainties. These risks and uncertainties include, without
limitation, risks relating to: the impact of the COVID-19 outbreak on our
business, results of operations and financial condition; entering, maintaining
and renewing major distribution agreements; a rapidly evolving media landscape;
WWE Network (including the risk that we are unable to attract, retain and renew
subscribers); our need to continue to develop creative and entertaining programs
and events; the possibility of a decline in the popularity of our brand of
sports entertainment; the continued importance of key performers and the
services of Vincent K. McMahon; possible adverse changes in the regulatory
atmosphere and related private sector initiatives; the highly competitive,
rapidly changing and increasingly fragmented nature of the markets in which we
operate and greater financial resources or marketplace presence of many of our
competitors; uncertainties associated with international markets including
possible disruptions and reputational risks; our difficulty or inability to
promote and conduct our live events and/or other businesses if we do not comply
with applicable regulations; our dependence on our intellectual property rights,
our need to protect those rights, and the risks of our infringement of others'
intellectual property rights; the complexity of our rights agreements across
distribution mechanisms and geographical areas; potential substantial liability
in the event of accidents or injuries occurring during our physically demanding
events including without limitation, claims alleging traumatic brain injury;
large public events as well as travel to and from such events; our feature film
business; our expansion into new or complementary businesses and/or strategic
investments; our computer systems and online operations; privacy norms and
regulations; a possible decline in general economic conditions and disruption in
financial markets; our accounts receivable; our indebtedness including our
convertible notes; litigation; our potential failure to meet market expectations
for our financial performance, which could adversely affect our stock; Vincent
K. McMahon exercises control over our affairs, and his interests may conflict
with the holders of our Class A common stock; a substantial number of shares are
eligible for sale by the McMahons and the sale, or the perception of possible
sales, of those shares could lower our stock price; and the volatility of our
Class A common stock. In addition, our dividend is dependent on a number of
factors, including, among other things, our liquidity and historical and
projected cash flow, strategic plan (including alternative uses of capital), our
financial results and condition, contractual and legal restrictions on the
payment of dividends (including under our revolving credit facility), general
economic and competitive conditions and such other factors as our Board of
Directors may consider relevant. Forward-looking statements made by the Company
speak only as of the date made and are subject to change without any obligation
on the part of the Company to update or revise them. Undue reliance should not
be placed on these statements. For more information about risks and
uncertainties associated with the Company's business, please refer to the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors"
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sections of the Company's SEC filings, including, but not limited to, our annual
report on Form 10-K and quarterly reports on Form 10-Q.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated March 12, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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