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
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”
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.