WWE News WWE NEWS: WWE identifies 26 potential risk factors to their business - Network launch & maintenance, TV Contracts, The Schedule, The Government, McMahon, more
Feb 24, 2014 - 4:04:36 PM
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By James Caldwell, PWTorch assistant editor
WWE filed a "10-K" detailed financial report covering full-year 2013 business with the SEC on Monday. Included is WWE identifying 26 "risk factors" that could adversely affect WWE business going forward.
Some of the risk factors are basic "cost of doing business" type risks, such as injuries to wrestlers or or government regulations. However, there are a host of TV and Network-related risk factors. WWE presented these as "worst-case scenarios" if WWE does not obtain a favorable TV contract in the U.S. and if the Network does not take, respectively.
WWE said about their risks: "There are inherent risks and uncertainties associated with our business that could adversely affect our operating performance and financial condition. Set forth below are descriptions of those risks and uncertainties that we currently believe to be material, but the risks and uncertainties described below are not the only risks and uncertainties that could affect our business."
From WWE's SEC filing:
- (Risk #1): "Our failure to maintain or renew key domestic television agreements could adversely affect our ability to distribute television programming which could adversely affect our operating results."
WWE noted that their current TV deal with NBCU Universal ends in September 2014 and WWE is "now engaged with potential partners after exiting our exclusive negotiating period with NBCU." WWE said: "the inability of the Company to enter into a domestic distribution agreement(s) on terms favorable to us could substantially affect the Company’s financial outlook, liquidity, business, and operating results and have a material adverse effect on the price of the Company’s Class A Common Stock."
- (#2): "The Company has spent, and will likely continue to spend, substantial amounts to produce content and infrastructure for distribution of content on our new WWE Network which is scheduled to launch domestically on February 24, 2014. While we have significant experience monetizing content across many platforms, we do not have the same level of expertise in the distribution platforms that will carry our digital over the top WWE Network on a subscription basis and we could experience significant setbacks in such monetization efforts. If, for any of a number of reasons, we are unable to monetize this distribution platform successfully, these additional costs, and the possible loss of very significant revenue from other distribution platforms potentially being displaced, could have a material adverse effect on our operating results."
Included would be loss of PPA Revenue & Profit. WWE said: "If, for any number of reasons, our audience does not subscribe to WWE Network in sufficient numbers to offset or exceed any loss of pay-per-view revenue, the resulting loss of revenue and profit could have a material adverse effect on our business and operating results."
Included is WWE's need to "Attract, Retain, and Replace Subscribers." WWE noted competition from other on-demand/over-the-top providers could give WWE fans a greater value than the Network. WWE said: "If consumers do not perceive WWE Network to be a good value, we may not be able to attract them. In addition, while we will have minimum subscription periods (currently six months), subscribers thereafter could cancel their subscriptions for a number of reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, unsatisfactory content, competitive entertainment at a lower price and customer service issues."
Another Network-related risk is "Significant Initial and Ongoing Costs." WWE noted that the Network "has and will continue to require significant capital expenditures and operating costs to build the infrastructure, reconfigure, and edit content for digital delivery, and provide adequate marketing and customer service."
Other sub-risks related to the Network are the presence of "emerging businesses" providing competition, WWE relying on partners to offer the Network on various devices, possible disruption of service, servers hosting the Network vulnerable to "computer viruses, physical or electronic break-ins, and similar disruptions, government regulations, privacy concerns, intellectual property risks, and intending to spend "significant amounts on marketing and promotional offers" to retain and renew subscribers.
- (#3): "Our failure to continue to develop creative and entertaining programs and events would likely lead to a decline in the popularity of our brand of entertainment and could adversely affect our operating results."
WWE noted that creating, marketing, and distributing TV content, including PPVs is "at the core of our business."
- (#4): "Our failure to retain or continue to recruit key performers could lead to a decline in the appeal of our storylines and the popularity of our brand of entertainment, which could adversely affect our operating results."
- (#5): "The unexpected loss of the services of Vincent K. McMahon could adversely affect our ability to create popular characters and creative storylines or could otherwise adversely affect our operating results."
- (#6): "A decline in the popularity of our brand of sports entertainment, including as a result of changes in the social and political climate, could adversely affect our business."
- (#7): "Changes in the regulatory atmosphere and related private sector initiatives could adversely affect our television business."
- (#8): "The markets in which we operate are intensely competitive, rapidly changing and increasingly fragmented, and we may not be able to compete effectively, especially against competitors with greater financial resources or marketplace presence, which could adversely affect our operating results."
WWE added that "Our failure to compete effectively could result in a significant loss of viewers, subscribers, venues, distribution channels, or performers and fewer entertainment and advertising dollars spent on our form of sports entertainment, any of which could adversely affect our operating results."
- (#9): "We face uncertainties associated with international markets, which could adversely affect our operating results and impair our business strategy."
- (#10): "We may be prohibited from promoting and conducting our live events if we do not comply with applicable regulations, which could lead to a decline in the various revenue streams generated from our live events, which could adversely affect our operating results."
- (#11): "Because we depend upon our intellectual property rights, our inability to protect those rights, or our infringement of others’ intellectual property rights, could adversely affect our business."
- (#12): "We could incur substantial liability in the event of accidents or injuries occurring during our physically demanding events."
WWE noted that "This schedule exposes our performers and our employees who are involved in the production of those events to the risk of travel and performance-related accidents, the consequences of which are not fully covered by insurance."
WWE continued: "The physical nature of our events exposes our performers to the risk of serious injury or death. Although our performers, as independent contractors, are responsible for maintaining their own health, disability and life insurance, we self-insure medical costs for our performers for injuries that they incur while performing. We also self-insure a substantial portion of any other liability that we could incur relating to such injuries. Liability to us resulting from any death or serious injury sustained by one of our performers while performing, to the extent not covered by our insurance, could adversely affect our business, financial condition and operating results."
- (#13): "Our live events entail other risks inherent in public live events, which could lead to disruptions to our business as well as liability to other parties, any of which could adversely affect our financial condition or results of operations."
- (#14): "We continue to face certain risks relating to our feature film business, which could result in higher production costs and asset impairment charges, which could adversely affect our financial condition or our results of operations."
- (#15): "In addition to the risks noted above relating to the launch of our new WWE Network, we could face a variety of risks if we expand into other new and complementary businesses and/or make certain investments."
- (#16): "We face various risks relating to our computer systems and online operations, which could have a negative impact on our financial condition or our results of operations."
- (#17): "A decline in general economic conditions or disruption of financial markets may, among other things, reduce the discretionary income of consumers or erode advertising markets, which could adversely affect our business."
- (#18): "Our accounts receivable represent a significant portion of our current assets and relate principally to a limited number of distributors and licensees, increasing our exposure to bad debts and could potentially have a material adverse affect on our results of operations."
A substantial portion of our accounts receivable are from distributors of our pay-per-view, television, home video and magazine products and licensees who produce consumer products containing our intellectual trademarks. The concentration of our accounts receivable across a limited number of distributors subjects us to individual credit risk with respect to such parties. Additionally, adverse changes in general economic conditions and/or contraction in global credit markets could precipitate liquidity problems among our debtors, including our key distributors and/or licensees. This could increase our exposure to losses from bad debts and have a material adverse effect on our business, financial condition and results of operations.
- (#19): "Our ability to access our revolving credit facility may be limited due to certain financial covenants and restrictions."
- (#20): "We could incur substantial liabilities if litigation is resolved unfavorably."
- (#21): "Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock."
- (#22): "Through his beneficial ownership of a majority of our Class B common stock, Mr. McMahon can exercise control over our affairs, and his interests may conflict with the holders of our Class A common stock."
WWE added: "A substantial majority of the issued and outstanding shares of Class B common stock is owned beneficially by Vincent K. McMahon. Mr. McMahon controls a majority of the voting power of the issued and outstanding shares of our common stock. Through his beneficial ownership of a substantial majority of our Class B common stock, Mr. McMahon effectively can exercise control over our affairs, and his interest could conflict with the holders of our Class A common stock. In addition, the voting power of Mr. McMahon through his ownership of our Class B common stock could discourage others from initiating potential mergers, takeovers or other change of control transactions. As a result, the market price of our Class A common stock could decline."
- (#23): "To the extent the Company’s dividend distributions represent a return of capital for tax purposes, shareholders will recognize an increased capital gain upon a subsequent sale of the Company’s Common Stock."
- (#24): "Our dividend is significant and is affected by a number of factors."
- (#25): "A substantial number of shares are eligible for sale by Mr. McMahon and members of his family or trusts established for their benefit, and the sale of those shares could lower our stock price."
- (#26): (Our Class A common stock has a relatively small public 'float.'"
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