UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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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 October 24, 2003 |
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or |
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ________ to __________ |
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Commission file number 0-27639 |
WORLD WRESTLING ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
04-2693383 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1241 East Main Street |
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Stamford, CT 06902 |
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(203) 352-8600 |
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(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) |
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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.
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Yes x |
No o |
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
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Yes x |
No o |
At November 7, 2003, the number of shares outstanding of the Registrant’s Class A common stock, par value $.01 per share, was 13,608,997 and the number of shares outstanding of the Registrant’s Class B common stock, par value $.01 per share, was 54,780,207.
World Wrestling Entertainment, Inc.
Table of Contents
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Page # |
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Part I – FINANCIAL INFORMATION |
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Item 1. Financial Statements (Unaudited) |
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2 |
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Consolidated Balance Sheets as of October 24, 2003 and April 30, 2003 |
3 |
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Consolidated Statements of Cash Flows for the six months ended October 24, 2003 and October 25, 2002 |
4 |
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5 |
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6 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
21 |
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Item 4. Controls and Procedures |
21 |
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Part II – OTHER INFORMATION |
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Item 1. Legal Proceedings |
22 |
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22 |
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Item 6. Exhibits and Reports on Form 8-K |
22 |
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23 |
World Wrestling Entertainment, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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October 24,
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October 25,
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October 24,
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October 25,
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Net revenues |
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$ |
94,431 |
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$ |
90,323 |
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$ |
169,106 |
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$ |
175,772 |
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Cost of revenues |
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52,227 |
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62,172 |
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101,488 |
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118,790 |
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Selling, general and administrative expenses |
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13,359 |
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24,635 |
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33,078 |
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46,422 |
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Depreciation and amortization |
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2,872 |
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2,098 |
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5,596 |
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4,090 |
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Operating income |
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25,973 |
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1,418 |
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28,944 |
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6,470 |
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Interest income and other, net |
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1,267 |
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(917 |
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2,787 |
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12 |
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Income before income taxes |
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27,240 |
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501 |
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31,731 |
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6,482 |
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Provision for income taxes |
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10,356 |
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241 |
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12,039 |
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2,367 |
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Income from continuing operations |
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16,884 |
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260 |
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19,692 |
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4,115 |
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Discontinued operations: |
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Income (loss) from discontinued operations, net of tax |
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266 |
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(1,863 |
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108 |
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(3,190 |
) |
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Net income (loss) |
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$ |
17,150 |
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$ |
(1,603 |
) |
$ |
19,800 |
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$ |
925 |
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Earnings (loss) per common share - Basic and Diluted: |
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Continuing operations |
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$ |
0.25 |
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$ |
0.00 |
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$ |
0.29 |
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$ |
0.06 |
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Discontinued operations |
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$ |
0.00 |
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$ |
(0.03 |
) |
$ |
0.00 |
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$ |
(0.05 |
) |
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Net income (loss) |
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$ |
0.25 |
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$ |
(0.02 |
) |
$ |
0.29 |
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$ |
0.01 |
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Weighted average common shares outstanding: |
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Basic |
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68,392 |
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70,407 |
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68,710 |
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70,750 |
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Diluted |
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68,586 |
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70,407 |
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68,860 |
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70,750 |
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See Notes to Consolidated Financial Statements
2
World Wrestling Entertainment, Inc.
Consolidated Balance Sheets
(dollars in thousands)
(Unaudited)
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As of |
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As of |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
82,449 |
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$ |
128,473 |
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Short-term investments |
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190,992 |
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142,641 |
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Accounts receivable (less allowance for doubtful accounts of $3,015 as of October 24, 2003 and $5,284 as of April 30, 2003) |
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42,731 |
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49,729 |
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Inventory, net |
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1,024 |
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839 |
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Prepaid expenses and other current assets |
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20,029 |
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18,443 |
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Assets of discontinued operations |
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20,761 |
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21,129 |
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Total current assets |
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357,986 |
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361,254 |
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PROPERTY AND EQUIPMENT - NET |
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56,827 |
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59,325 |
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INTANGIBLE ASSETS - NET |
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13,127 |
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12,055 |
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OTHER ASSETS |
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6,200 |
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4,623 |
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TOTAL ASSETS |
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$ |
434,140 |
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$ |
437,257 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Current portion of long-term debt |
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$ |
806 |
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$ |
777 |
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Accounts payable |
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15,087 |
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14,188 |
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Accrued expenses and other liabilities |
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43,540 |
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34,991 |
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Deferred income |
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19,414 |
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24,662 |
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Liabilities of discontinued operations |
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9,531 |
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11,554 |
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Total current liabilities |
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88,378 |
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86,172 |
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LONG-TERM DEBT |
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8,716 |
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9,126 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY: |
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Class A common stock |
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136 |
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182 |
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Class B common stock |
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548 |
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548 |
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Treasury stock |
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— |
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(30,569 |
) |
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Additional paid-in capital |
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247,926 |
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297,315 |
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Accumulated other comprehensive (loss) income |
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(122 |
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243 |
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Retained earnings |
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88,558 |
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74,240 |
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Total stockholders’ equity |
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337,046 |
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341,959 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
434,140 |
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$ |
437,257 |
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See Notes to Consolidated Financial Statements
3
World Wrestling Entertainment, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
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Six Months Ended |
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October 24, |
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October 25, |
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OPERATING ACTIVITIES: |
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Net income |
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$ |
19,800 |
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$ |
925 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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(Income) loss from discontinued operations, net of tax |
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(108 |
) |
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3,190 |
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Depreciation and amortization |
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5,596 |
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4,090 |
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Amortization of warrants |
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(670 |
) |
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(635 |
) |
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Stock compensation costs |
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|
316 |
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|
— |
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Provision for doubtful accounts |
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(1,976 |
) |
|
603 |
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Provision for inventory obsolescence |
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(52 |
) |
|
513 |
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Changes in assets and liabilities: |
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Accounts receivable |
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8,976 |
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14,958 |
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Inventory |
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(133 |
) |
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(158 |
) |
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Prepaid expenses and other assets |
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|
(1,592 |
) |
|
(3,114 |
) |
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Accounts payable |
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|
899 |
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(4,394 |
) |
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Accrued expenses and other liabilities |
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8,998 |
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(5,374 |
) |
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Deferred income |
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(6,217 |
) |
|
685 |
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Net cash provided by continuing operations |
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33,837 |
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11,289 |
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Net cash used in discontinued operations |
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(1,545 |
) |
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(644 |
) |
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Net cash provided by operating activities |
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32,292 |
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|
10,645 |
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INVESTING ACTIVITIES: |
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Purchase of property and equipment |
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(2,458 |
) |
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(5,173 |
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Purchase of other assets |
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(1,641 |
) |
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— |
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(Purchase) sale of short-term investments, net |
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(49,172 |
) |
|
116 |
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Net cash used in continuing operations |
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|
(53,271 |
) |
|
(5,057 |
) |
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Net cash used in discontinued operations |
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— |
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(6,830 |
) |
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Net cash used in investing activities |
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(53,271 |
) |
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(11,887 |
) |
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FINANCING ACTIVITIES: |
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Repayments of long-term debt |
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(381 |
) |
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(294 |
) |
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Purchase of treasury stock |
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(19,182 |
) |
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(29,554 |
) |
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Dividends paid |
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|
(5,482 |
) |
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— |
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Net proceeds from exercise of stock options |
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— |
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|
404 |
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Net cash used in continuing operations |
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|
(25,045 |
) |
|
(29,444 |
) |
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Net cash provided by discontinued operations |
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— |
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|
322 |
|
|
|
|
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Net cash used in financing activities |
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|
(25,045 |
) |
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(29,122 |
) |
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NET DECREASE IN CASH AND CASH EQUIVALENTS |
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|
(46,024 |
) |
|
(30,364 |
) |
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
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|
128,473 |
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|
86,396 |
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
82,449 |
|
$ |
56,032 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid during the period for income taxes, net of refunds |
|
$ |
4,448 |
|
$ |
2,628 |
|
|
Cash paid during the period for interest |
|
$ |
393 |
|
$ |
379 |
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SUPPLEMENATAL NON-CASH INFORMATION: |
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Reciept of warrants |
|
$ |
1,638 |
|
$ |
— |
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See Notes to Consolidated Financial Statements
4
World Wrestling Entertainment, Inc.
Consolidated Statement of Stockholders’ Equity and Comprehensive (Loss) Income
(dollars and shares in thousands)
(Unaudited)
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Common Stock |
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Treasury |
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Additional |
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Accumulated |
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Retained |
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Total |
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Shares |
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Amount |
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Balance, May 1, 2003 |
|
|
72,996 |
|
$ |
730 |
|
$ |
(30,569 |
) |
$ |
297,315 |
|
$ |
243 |
|
$ |
74,240 |
|
$ |
341,959 |
|
|
Comprehensive income: |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
Translation adjustment |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
205 |
|
|
— |
|
|
205 |
|
|
Unrealized holding loss, net of tax |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(570 |
) |
|
— |
|
|
(570 |
) |
|
Net income |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
19,800 |
|
|
19,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,482 |
) |
|
(5,482 |
) |
|
Stock compensation costs |
|
|
|
|
|
— |
|
|
— |
|
|
316 |
|
|
— |
|
|
— |
|
|
316 |
|
|
Purchase of treasury stock |
|
|
|
|
|
— |
|
|
(19,246 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(19,246 |
) |
|
Retirement of treasury stock |
|
|
(4,616 |
) |
|
(46 |
) |
|
49,712 |
|
|
(49,666 |
) |
|
— |
|
|
— |
|
|
— |
|
|
Sale of stock - Employee stock purchase plan |
|
|
9 |
|
|
— |
|
|
103 |
|
|
(39 |
) |
|
— |
|
|
— |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 24, 2003 |
|
|
68,389 |
|
$ |
684 |
|
$ |
— |
|
$ |
247,926 |
|
$ |
(122 |
) |
$ |
88,558 |
|
$ |
337,046 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
See Notes to Consolidated Financial Statements
5
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
1. Basis of Presentation and Business Description
The accompanying condensed consolidated financial statements include the accounts of World Wrestling Entertainment, Inc., and our wholly owned subsidiaries. In fiscal 2003, we closed the operations of our entertainment complex, The World. We recorded the results from operations of this business and the estimated shutdown cost as discontinued operations.
All significant intercompany balances have been eliminated. Certain prior year amounts have been reclassified to conform with the current year presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.
The preparation of financial statements in conformity with generally accepted in the United States of America accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted from these interim financial statements; these financial statements should be read in conjunction with the financial statements and footnotes thereto included in our Form 10-K for the year ended April 30, 2003.
We are an integrated media and entertainment company, principally engaged in the development, production and marketing of television programming and live events and the licensing and sale of branded consumer products featuring our World Wrestling Entertainment brand of entertainment. Our operations are organized around two principal activities:
|
• |
Live and televised entertainment, which consists of live events and television programming. Revenues are derived principally from attendance at live events, sale of television advertising time and sponsorships, domestic and international television rights fees and pay-per-view buys. |
|
|
|
|
• |
Branded merchandise, which consists of licensing and direct sale of merchandise. Revenues are derived from sales of consumer products through third party licensees and direct marketing and sales of merchandise, magazines and home videos. |
Revenues from the discontinued operations of our entertainment complex consisted primarily of food and beverage and retail sales.
2. Stockholders’ Equity
Pro Forma Fair Value Disclosures
The fair value of options granted to employees, which is amortized to expense over the option vesting period in determining the pro forma impact, is estimated on the date of the grant using the Black-Scholes option-pricing model.
Had compensation expense for our stock options been recognized based on the fair value on the grant date under the methodology prescribed by SFAS No. 123, our income from continuing operations and basic and diluted earnings from continuing operations per common share for the three and six months ended October 24, 2003 and October 25, 2002 would have been impacted as shown in the following table:
6
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
|
|
|
Three months ended |
|
Six months ended |
|
|||||||||
|
|
|
|
|
|
|
|||||||||
|
|
|
October 24, |
|
October 25, |
|
October 24, |
|
October 25, |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Reported income from continuing operations |
|
$ |
16,884 |
|
$ |
260 |
|
$ |
19,692 |
|
$ |
4,115 |
|
|
|
Add: |
Stock-based employee compensation expense included in reported income from continuing operations, net of related tax effects |
|
|
98 |
|
|
— |
|
|
196 |
|
|
— |
|
|
Deduct: |
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
|
|
(765 |
) |
|
(1,116 |
) |
|
(1,518 |
) |
|
(2,144 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma income (loss) from continuing operations |
|
$ |
16,217 |
|
$ |
(856 |
) |
$ |
18,370 |
|
$ |
1,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported basic and diluted earnings from continuing operations per common share |
|
$ |
0.25 |
|
$ |
0.00 |
|
$ |
0.29 |
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma basic and diluted earnings (loss) from continuing operations per common share |
|
$ |
0.24 |
|
$ |
(0.01 |
) |
$ |
0.27 |
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with SFAS No. 123, the weighted average fair value of stock options granted to employees was based on a theoretical statistical model using assumptions. In actuality, because our stock options are not traded on any exchange, employees can receive no value or derive any benefit from holding stock options under these plans without an increase in market price of our common stock. Such an increase in stock price would benefit all stockholders commensurately.
In the months of October and July 2003, we paid a quarterly dividend of $0.04 per share, totaling $5,482 on all Class A and Class B common shares.
In June 2003, we purchased approximately 2.0 million shares of common stock for approximately $19,246. In October 2003, we retired all of our treasury shares.
In June 2003, we granted 792,500 options at an exercise price of $9.60 and granted 178,000 restricted stock units at an average price per share of $9.60. Such issuances were granted to officers and employees under our 1999 Long-Term Incentive Plan. Total compensation costs related to the grant of restricted stock units, based on the estimated value of the units on the grant date, is $1,709 and will be amortized over the vesting period, which is seven years, unless targeted EBITDA of $65,000 is met for any fiscal year during the vesting period. In that event, the unvested restricted stock units immediately vest and accordingly, the unamortized balance at that date would be expensed. EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation and amortization.
Stock-based compensation expense related to the restricted stock grant for the three and six months ended October 24, 2003 was $158 ($98 net of tax) and $316 ($196 net of tax), respectively. We did not record compensation expense for the options granted under the intrinsic accounting method for any period presented.
7
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
3. Earnings Per Share
For purposes of calculating basic and diluted earnings per share, we used the following weighted average common shares outstanding:
|
|
|
Three months ended |
|
Six months ended |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
October 24, |
|
October 25, |
|
October 24, |
|
October 25, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
68,392,354 |
|
|
70,407,229 |
|
|
68,710,001 |
|
|
70,749,703 |
|
|
Diluted |
|
|
68,586,005 |
|
|
70,407,229 |
|
|
68,859,596 |
|
|
70,749,703 |
|
|
Dilutive effect of outstanding options and restricted stock units |
|
|
193,651 |
|
|
— |
|
|
149,595 |
|
|
— |
|
|
Anti-dilutive outstanding options |
|
|
7,421,050 |
|
|
7,248,925 |
|
|
7,421,050 |
|
|
7,248,925 |
|
4. Segment Information
Our continuing operations are conducted within two reportable segments: live and televised entertainment and branded merchandise. The live and televised entertainment segment consists of live events and television programming. Our branded merchandise segment includes consumer products sold through third party licensees and the marketing and sale of merchandise, magazines and home videos. The results of operations for The World are not included in the segment reporting as they are classified as discontinued operations in our consolidated financial statements. We do not allocate corporate overhead to each of the segments and as a result, corporate overhead is a reconciling item in the table below. Included in corporate overhead for the three and six months ended October 24, 2003 was a favorable settlement of litigation of $5,885. There are no intersegment revenues. Revenues derived from sales outside of North America were approximately $16,810 and $32,122 for the three and six months ended October 24, 2003, respectively, and approximately $13,165 and $23,505 for the three and six months ended October 25, 2002. Unallocated assets consist primarily of cash, investments and real property.
|
|
|
Three months ended |
|
Six months ended |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
October 24, |
|
October 25, |
|
October 24, |
|
October 25, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live and televised entertainment |
|
$ |
76,749 |
|
$ |
70,652 |
|
$ |
139,442 |
|
$ |
138,468 |
|
|
Branded merchandise |
|
|
17,682 |
|
|
19,671 |
|
|
29,664 |
|
|
37,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues |
|
$ |
94,431 |
|
$ |
90,323 |
|
$ |
169,106 |
|
$ |
175,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live and televised entertainment |
|
$ |
1,028 |
|
$ |
861 |
|
$ |
2,086 |
|
$ |
1,668 |
|
|
Branded merchandise |
|
|
666 |
|
|
373 |
|
|
1,308 |
|
|
748 |
|
|
Corporate |
|
|
1,178 |
|
|
864 |
|
|
2,202 |
|
|
1,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
$ |
2,872 |
|
$ |
2,098 |
|
$ |
5,596 |
|
$ |
4,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live and televised entertainment |
|
$ |
30,111 |
|
$ |
16,951 |
|
$ |
47,780 |
|
$ |
35,890 |
|
|
Branded merchandise |
|
|
6,171 |
|
|
5,032 |
|
|
8,225 |
|
|
8,664 |
|
|
Corporate |
|
|
(10,309 |
) |
|
(20,565 |
) |
|
(27,061 |
) |
|
(38,084 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
25,973 |
|
$ |
1,418 |
|
$ |
28,944 |
|
$ |
6,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
|
|
|
As of |
|
||||
|
|
|
|
|
||||
|
|
|
October 24, |
|
April 30, |
|
||
|
|
|
|
|
|
|
||
|
Assets: |
|
|
|
|
|
|
|
|
Live and televised entertainment |
|
$ |
56,698 |
|
$ |
73,727 |
|
|
Branded merchandise |
|
|
25,606 |
|
|
17,395 |
|
|
Unallocated (1) |
|
|
351,836 |
|
|
346,135 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
434,140 |
|
$ |
437,257 |
|
|
|
|
|
|
|
|
|
|
(1) – Includes assets of discontinued operations of $20,761 and $21,129 as of October 24, 2003 and April 30, 2003, respectively.
5. Property and Equipment
Property and equipment consisted of the following:
|
|
|
As of |
|
||||
|
|
|
|
|
||||
|
|
|
October 24, |
|
April 30, |
|
||
|
|
|
|
|
|
|
||
|
Land, buildings and improvements |
|
$ |
51,186 |
|
$ |
51,009 |
|
|
Equipment |
|
|
40,130 |
|
|
40,374 |
|
|
Vehicles |
|
|
639 |
|
|
639 |
|
|
Property under capital lease |
|
|
1,056 |
|
|
1,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,011 |
|
|
93,078 |
|
|
Less accumulated depreciation and amortization |
|
|
36,184 |
|
|
33,753 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
56,827 |
|
$ |
59,325 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense for property and equipment was $2,484 and $4,958 for the three and six months ended October 24, 2003, respectively, and $2,098 and $4,090 for the three and six months ended October 25, 2002, respectively.
6. Intangible Assets
Intangible assets consisted of the following:
|
|
|
As of |
|
|||||||
|
|
|
|
|
|||||||
|
|
|
Gross |
|
Accumulated |
|
Net |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Film libraries |
|
$ |
4,710 |
|
$ |
(638 |
) |
$ |
4,072 |
|
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Trademarks |
|
$ |
9,055 |
|
$ |
— |
|
$ |
9,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,765 |
|
$ |
(638 |
) |
$ |
13,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
9
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
|
|
|
As of |
|
|||||||
|
|
|
|
|
|||||||
|
|
|
Gross |
|
Accumulated |
|
Net |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Film libraries |
|
$ |
3,000 |
|
$ |
— |
|
$ |
3,000 |
|
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Trademarks |
|
$ |
9,055 |
|
$ |
— |
|
$ |
9,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,055 |
|
$ |
— |
|
$ |
12,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended October 24, 2003, amortization expense was $388 and $638, respectively.
Estimated amortization expense for each of the fiscal years ending is as follows:
|
April 30, 2004 |
|
$ |
1,424 |
|
|
April 30, 2005 |
|
|
1,569 |
|
|
April 30, 2006 |
|
|
1,569 |
|
|
April 30, 2007 |
|
|
148 |
|
|
|
|
|
|
|
|
|
|
$ |
4,710 |
|
|
|
|
|
|
|
7. Investments
Short-term investments consisted of the following as of October 24, 2003 and April 30, 2003:
|
|
|
October 24, 2003 |
|
|||||||
|
|
|
|
|
|||||||
|
|
|
Amortized |
|
Unrealized |
|
Fair |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income mutual funds and other |
|
$ |
167,232 |
|
$ |
(723 |
) |
$ |
166,509 |
|
|
United States Treasury Notes |
|
|
24,438 |
|
|
45 |
|
|
24,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
191,670 |
|
$ |
(678 |
) |
$ |
190,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2003 |
|
|||||||
|
|
|
|
|
|||||||
|
|
|
Cost |
|
Unrealized |
|
Fair |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Government obligations |
|
$ |
63,755 |
|
$ |
— |
|
$ |
63,755 |
|
|
Corporate obligations and other |
|
|
38,711 |
|
|
— |
|
|
38,711 |
|
|
Fixed-income mutual funds |
|
|
40,027 |
|
|
148 |
|
|
40,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
142,493 |
|
$ |
148 |
|
$ |
142,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Commitments and Contingencies
Legal Proceedings
World Wide Fund for Nature
There has been no significant development in this legal proceeding subsequent to the disclosure in Note 10 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2003. We are unable to predict the outcome of any adjudication of the Fund’s claims in an English court if the Fund were actually to present a damages claim. An unfavorable outcome of the Fund’s damages claims, however, may have a material adverse effect on our financial condition or results of operations.
10
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
Shenker & Associates
Reference is made to the disclosure in Note 10 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2003. Subsequently, on May 23, 2003, we filed a motion for sanctions asserting significant litigation misconduct by the plaintiff, for which we sought, among other things, dismissal of all claims against us and a default judgment granting our counterclaims. On October 16, 2003, the Court issued a comprehensive opinion and order in which the Court dismissed all of plaintiff’s case against us with prejudice and entered a default in favor of us on our counterclaims. The Court also directed us to file a report with the Court on the discovery it needs to prove the damages associated with its counterclaims, which we have done. Finally, the Court indicated it would consider an award of counsel fees for expenses directly incurred as a result of the sanctionable conduct of Stanley Shenker & Associates, Inc. upon the conclusion of the damages hearing.
In the Court’s opinion, the sanctions awarded were proper because the plaintiff had admitted to a wide range of litigation misconduct committed by its principal and owner, Stanley Shenker, including giving perjured deposition testimony, providing perjured interrogatory answers, fabricating evidence after instituting this action, facilitating the destruction of evidence after instituting this action, concealing evidence, and conspiring with Mr. James Bell, our former Senior Vice President of Licensing and Merchandising, to engage in other litigation misconduct. On November 5, 2003, the plaintiff filed a motion to reconsider the Court’s Order dismissing all of its claims and granting a default judgment in favor of us. This motion to reconsider was denied on November 20, 2003. We are continuing our legal action against Mr. Bell with respect to irregularities in the licensing program during his tenure at World Wrestling Entertainment, Inc., which have come to light as a result of discovery in this case. While we believe that the decision against Shenker was correct, he has the right to appeal. Assuming the decision stands, we will reverse an accrued expense to selling, general and administrative expenses currently in the amount of approximately $7.0 million.
Marvel Enterprises
Reference is made to the disclosure in Note 10 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2003. Subsequently, by Order dated July 31, 2003, the Court granted our motion for summary judgment in its entirety and dismissed all claims asserted against us. The Court also granted in part and denied in part Universal, Inc.’s (formerly known as World Championship Wrestling, Inc.) motion for summary judgment. Marvel has filed notices of appeal with respect to the Court’s rulings in both actions. Universal, Inc. has also cross-filed a notice of appeal with respect to the Court’s denial in part of its motion for summary judgment. While we believe the court’s decision to dismiss the claims against us was correct, we are unable to predict the likelihood of success of Marvel’s appeal. We are defending Universal, Inc. in connection with Marvel’s claims against it. In light of the summary judgment rulings, we do not believe that an unfavorable outcome of the remaining claims against Universal, Inc. would have a material adverse effect on our financial condition or results of operations; however no assurances can be given in this regard.
IPO Class Action
Reference is made to the disclosure in Note 10 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2003. Subsequently, the class plaintiffs and the issuer defendants, including our officers named in the suit and we have reached an agreement in principle for the settlement of all claims. To that end, a memorandum of understanding concerning the terms of the settlement (the “MOU”) was circulated for approval among all issuer defendants. While we strongly deny all allegations, we approved the MOU, subject to certain conditions, including, specifically, approval of the settlement as reflected in the MOU by our primary insurer. It is our understanding that the significant majority of issuer defendants have approved the MOU as well. We expect the settlement process will move forward toward the execution of a definitive settlement agreement; however no assurances can be given in this regard. If a
11
World Wrestling Entertainment, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(Unaudited)
settlement is consummated on the terms set forth in the MOU, we believe it will not have a material adverse effect on our financial condition or results of operations.
We are not currently a party to any other material legal proceedings. However, we are involved in several other suits and claims in the ordinary course of business, and we may from time to time become a party to other legal proceedings.
9. Discontinued operations
During fiscal 2003, we closed the operations of The World. In early May 2001, we formalized our decision to discontinue operations of the XFL. The results of The World business and the assets and liabilities of The World and the XFL have been classified as discontinued operations in our consolidated financial statements and are summarized as follows:
|
|
|
Three months ended |
|
Six months ended |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
October 24, |
|
October 25, |
|
October 24, |
|
October 25, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from The World operations, net of tax expense of $147 and $50 for the three and six months ended October 24, 2003, respectively and net of tax benefits of $1,142 and $1,956 for the three and six months ended October 25, 2002, respectively. |
|
$ |
266 |
|
$ |
(1,863 |
) |
$ |
108 |
|
$ |
(3,190 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
||||
|
|
|
|
|
||||
|
|
|
October 25, |
|
April 30, |
|
||
|
|
|
|
|
|
|
||
|
Assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
853 |
|
$ |
1,185 |
|
|
Accounts receivable |
|
|
1 |
|
|
5 |
|
|
Income tax receivable |
|
|
5,315 |
|
|
5,343 |
|
|
Prepaid expenses |
|
|
90 |
|
|
94 |
|
|
Inventory |
|
|
65 |
|
|
65 |
|
|
Deferred income taxes, net of valuation allowance of $1,350 |
|
|
14,437 |
|
|
14,437 |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
20,761 |
|
$ |
21,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
— |
|
$ |
19 |
|
|
Accrued expenses |
|
|
9,579 |
|
|
11,561 |
|
|
Due to World Wresting Entertainment, Inc. |
|
|
240 |
|
|
262 |
|
|
Minority Interest |
|
|
(288 |
) |
|
(288 |
) |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
9,531 |
|
$ |
11,554 |
|
|
|
|
|
|
|
|
|
|
Included in income from discontinued operations for the three and six months ended October 24, 2003 was $689 of expense recoveries. Assets of the discontinued operations are stated at their estimated net realizable value.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Background
We are an integrated media and entertainment company principally engaged in the development, production and marketing of television programming and live events and the licensing and sale of branded consumer products featuring our highly successful brands.
Our operations are organized around two principal activities:
|
• |
Live and televised entertainment, which consists of live events and television programming. Revenues are derived principally from attendance at live events, sale of television advertising time and sponsorships, domestic and international television rights fees and pay-per-view buys. |
|
|
|
|
• |
Branded merchandise, which consists of licensing and direct sale of merchandise. Revenues are derived from sales of consumer products through third party licensees and direct marketing and sale of merchandise, magazines and home videos. |
Results of Operations
Second Quarter Ended October 24, 2003 compared to Second Quarter Ended October 25, 2002 (Dollars in millions)
|
Net Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live and televised |
|
$ |
76.7 |
|
$ |
70.6 |
|
|
9 |
% |
|
Branded merchandise |
|
|
17.7 |
|
|
19.7 |
|
|
(10 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
94.4 |
|
$ |
90.3 |
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
The following chart reflects comparative revenues and key drivers for each of the businesses within our live and televised segment:
|
Live & Televised Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live events |
|
$ |
17.7 |
|
$ |
18.1 |
|
|
(2 |
)% |
|
Number of events |
|
|
84 |
|
|
87 |
|
|
(3 |
)% |
|
Average attendance |
|
|
5,090 |
|
|
5,260 |
|
|
(3 |
)% |
|
Average ticket price |
|
$ |
40.70 |
|
$ |
38.41 |
|
|
6 |
% |
|
Pay-per-view |
|
$ |
24.7 |
|
$ |
19.0 |
|
|
30 |
% |
|
Number of domestic buys |
|
|
1,541,700 |
|
|
1,120,800 |
|
|
38 |
% |
|
Advertising |
|
$ |
18.1 |
|
$ |
19.7 |
|
|
(8 |
)% |
|
Average weekly household ratings for RAW |
|
|
3.8 |
|
|
3.7 |
|
|
3 |
% |
|
Average weekly household ratings for SmackDown! |
|
|
3.3 |
|
|
3.5 |
|
|
(6 |
)% |
|
Sponsorship revenues |
|
$ |
2.0 |
|
$ |
2.8 |
|
|
(29 |
)% |
|
Television rights fees: |
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
10.7 |
|
$ |
9.2 |
|
|
16 |
% |
|
International |
|
$ |
5.7 |
|
$ |
4.6 |
|
|
24 |
% |
13
In the second quarter of fiscal 2004, four pay-per-view events were produced as compared to three in the prior year quarter. This was due to the timing of our first quarter end as compared to the date of our July pay-per-view event. We will produce 12 pay-per-view events in fiscal 2004, consistent with recent years.
The decline in advertising revenues was due to a decrease in sponsorships and our new agreement with UPN which began on September 29, 2003. Commencing on September 29, 2003, UPN began to sell all advertising inventory and pay us a rights fees. This decline was offset partially by increased revenues from our Spike TV programming.
The increase in domestic television rights fees was due primarily to rights fees related to our new agreement with UPN as well as rights fees related to new international distribution contracts.
The following chart reflects comparative revenues and certain drivers for selected businesses within our branded merchandise segment:
|
Branded Merchandise Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Licensing |
|
$ |
4.9 |
|
$ |
5.2 |
|
|
(6 |
)% |
|
Merchandise |
|
$ |
4.1 |
|
$ |
5.3 |
|
|
(23 |
)% |
|
Per capita spending |
|
$ |
8.50 |
|
$ |
8.63 |
|
|
(2 |
)% |
|
Publishing |
|
$ |
2.8 |
|
$ |
3.4 |
|
|
(18 |
)% |
|
Net units sold |
|
|
1,056,800 |
|
|
1,497,400 |
|
|
(29 |
)% |
|
Home video |
|
$ |
4.1 |
|
$ |
4.5 |
|
|
(9 |
)% |
|
Net units sold: |
|
|
|
|
|
|
|
|
|
|
|
DVD |
|
|
256,700 |
|
|
349,500 |
|
|
(27 |
)% |
|
VHS |
|
|
76,000 |
|
|
136,200 |
|
|
(44 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
332,700 |
|
|
485,700 |
|
|
(32 |
)% |
|
Internet Advertising |
|
$ |
1.5 |
|
$ |
1.2 |
|
|
25 |
% |
The decrease in merchandise revenues was due to lower attendance at our live events as well as from a change that occurred in fiscal 2004 from the direct sale of merchandise to a licensing arrangement for merchandise sold at our Canadian and International live events.
|
Cost of Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live & televised |
|
$ |
42.8 |
|
$ |
49.7 |
|
|
14 |
% |
|
Branded merchandise |
|
|
9.4 |
|
|
12.5 |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
52.2 |
|
$ |
62.2 |
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit contribution margin |
|
|
45 |
% |
|
31 |
% |
|
|
|
14
The following chart reflects comparative cost of revenues for each of the businesses within our live and televised segment:
|
Cost of Revenues-Live & Televised |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live events |
|
$ |
12.8 |
|
$ |
14.9 |
|
|
14 |
% |
|
Pay-per-view |
|
$ |
8.5 |
|
$ |
7.2 |
|
|
(18 |
)% |
|
Advertising |
|
$ |
7.3 |
|
$ |
12.3 |
|
|
41 |
% |
|
Television production costs |
|
$ |
12.0 |
|
$ |
12.2 |
|
|
2 |
% |
|
Other |
|
$ |
2.2 |
|
$ |
3.1 |
|
|
29 |
% |
Profit contribution margin was approximately 44% for the quarter ended October 24, 2003 and 30% for the quarter ended October 25, 2002. The profit margin for the current period was favorably impacted by the airing of one additional pay-per-view event and the change in our UPN agreement. Additionally, the prior year profit contribution margin was negatively impacted by a $3.5 million charge related to the settlement of litigation.
The following chart reflects comparative cost of revenues for certain of the businesses within our branded merchandise segment:
|
Cost of Revenues — Branded Merchandise |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Licensing |
|
$ |
1.5 |
|
$ |
1.7 |
|
|
12 |
% |
|
Merchandise |
|
$ |
3.6 |
|
$ |
5.6 |
|
|
36 |
% |
|
Publishing |
|
$ |
1.7 |
|
$ |
2.4 |
|
|
29 |
% |
|
Home video |
|
$ |
1.7 |
|
$ |
2.1 |
|
|
19 |
% |
|
Digital media |
|
$ |
0.8 |
|
$ |
0.7 |
|
|
(14 |
)% |
Profit contribution margin was approximately 47% for the quarter ended October 24, 2003 and 37% for the quarter ended October 25, 2002. The increase was due to improved merchandise, publishing and home video margins.
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Selling, General and Administrative Expenses |
|
$ |
13.4 |
|
$ |
24.6 |
|
|
46 |
% |
The following chart reflects the amounts and percent change of certain significant overhead items:
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Staff related expenses |
|
$ |
10.4 |
|
$ |
9.2 |
|
|
(13 |
)% |
|
Legal fees |
|
|
2.0 |
|
|
4.2 |
|
|
52 |
% |
|
Settlement of litigation |
|
|
(5.9 |
) |
|
2.4 |
|
|
346 |
% |
|
Consulting and accounting fees |
|
|
0.8 |
|
|
1.8 |
|
|
56 |
% |
|
Advertising and promotion expenses |
|
|
0.7 |
|
|
1.4 |
|
|
50 |
% |
|
All other |
|
|
5.4 |
|
|
5.6 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SG&A |
|
$ |
13.4 |
|
$ |
24.6 |
|
|
46 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A as a percentage of net revenues |
|
|
14 |
% |
|
27 |
% |
|
|
|
The increase in staff related expenses primarily reflects an accrual related to incentive compensation. Included in the current year quarter was a favorable settlement of litigation of $5.9 million and included in the prior year quarter was an unfavorable settlement of litigation of $2.4 million.
15
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Depreciation and Amortization |
|
$ |
2.9 |
|
$ |
2.1 |
|
|
(38 |
)% |
The increase reflects amortization related to our recently acquired film libraries and depreciation associated with our new WWEshopzone.com commerce engine.
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Interest expense |
|
$ |
0.2 |
|
$ |
0.2 |
|
|
— |
|
|
Interest income and other, net |
|
$ |
1.5 |
|
$ |
(0.7 |
) |
|
314 |
% |
The increase reflects a higher overall rate of return on our investments in the current quarter.
|
Provision for Income Taxes |
|
October 24, |
|
October 25, |
|
|
|
|||
|
|
|
|
|
|
|
|
||||
|
Provision for income taxes |
|
$ |
10.4 |
|
$ |
0.2 |
|
|
|
|
|
Effective tax rate |
|
|
38 |
% |
|
48 |
% |
|
|
|
Discontinued Operations — The World. In fiscal 2003, we closed the operations of our entertainment complex, The World. As a result, the operations of The World have been reflected in discontinued operations. Income from discontinued operations of The World, net of taxes, was $0.3 million for the three months ended October 24, 2003 as compared to a loss from discontinued operations, net of taxes, of $1.9 million for the three months ended October 25, 2002. Included in income from discontinued operations for the three months ended October 24, 2003 was $0.7 million of expense recoveries. As of November 21, 2003, we have not sub-leased the property. The shutdown charge of $8.9 million recorded in our fiscal year ended April 30, 2003 in accordance with SFAS No. 146 assumed that we would sub-let the property by May 1, 2004. Rental payments for fiscal 2005, assuming no sub-let rental income, would be approximately $2.7 million.
Six Months Ended October 24, 2003 compared to Six Months Ended October 25, 2002 (Dollars in millions)
|
Net Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live & televised |
|
$ |
139.4 |
|
$ |
138.5 |
|
|
1 |
% |
|
Branded merchandise |
|
|
29.7 |
|
|
37.3 |
|
|
(20 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
169.1 |
|
$ |
175.8 |
|
|
(4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
The following chart reflects comparative revenues and key drivers for each of the businesses within our live and televised segment:
|
Live & Televised Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live events |
|
$ |
35.7 |
|
$ |
37.2 |
|
|
(4 |
)% |
|
Number of events |
|
|
168 |
|
|
174 |
|
|
(3 |
)% |
|
Average attendance |
|
|
5,140 |
|
|
5,500 |
|
|
(7 |
)% |
|
Average ticket price |
|
$ |
40.56 |
|
$ |
38.16 |
|
|
6 |
% |
|
Pay-per-view |
|
$ |
38.4 |
|
$ |
38.1 |
|
|
1 |
% |
|
Number of domestic buys |
|
|
2,419,000 |
|
|
2,255,900 |
|
|
7 |
% |
16
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Advertising |
|
$ |
34.2 |
|
$ |
36.5 |
|
|
(6 |
)% |
|
Average weekly household ratings for RAW |
|
|
3.8 |
|
|
3.8 |
|
|
— |
% |
|
Average weekly household ratings for SmackDown! |
|
|
3.3 |
|
|
3.4 |
|
|
(3 |
)% |
|
Sponsorship revenues |
|
$ |
2.9 |
|
$ |
4.3 |
|
|
(33 |
)% |
|
Television rights fees: |
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
19.9 |
|
$ |
17.7 |
|
|
12 |
% |
|
International |
|
$ |
11.2 |
|
$ |
9.0 |
|
|
24 |
% |
The decrease in advertising revenues was due in part to our new agreement with UPN which began on September 29, 2003. Commencing on September 29, 2003, UPN began to sell all advertising inventory and pay us a rights fee.
The increase in domestic television rights fees was due primarily to executive producer fees related to an upcoming feature film staring The Rock and rights fees received in connection with our new agreement with UPN.
The following chart reflects comparative revenues and certain drivers for selected businesses within our branded merchandise segment:
|
Branded Merchandise Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Licensing |
|
$ |
7.1 |
|
$ |
8.4 |
|
|
(15 |
)% |
|
Merchandise |
|
$ |
8.5 |
|
$ |
11.6 |
|
|
(27 |
)% |
|
Per capita spending |
|
$ |
8.29 |
|
$ |
8.78 |
|
|
(6 |
)% |
|
Publishing |
|
$ |
4.5 |
|
$ |
7.0 |
|
|
(36 |
)% |
|
Net units sold |
|
|
2,080,800 |
|
|
3,074,100 |
|
|
(32 |
)% |
|
Home video |
|
$ |
6.6 |
|
$ |
8.0 |
|
|
(18 |
)% |
|
Net units sold: |
|
|
|
|
|
|
|
|
|
|
|
DVD |
|
|
470,700 |
|
|
537,500 |
|
|
(12 |
)% |
|
VHS |
|
|
126,200 |
|
|
323,500 |
|
|
(61 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
596,900 |
|
|
861,000 |
|
|
(31 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet Advertising |
|
$ |
2.6 |
|
$ |
2.1 |
|
|
24 |
% |
The decrease in merchandise revenues was due to lower attendance at our live events as well as from a change that occurred in fiscal 2004 from the direct sale of merchandise to a licensing arrangement for merchandise sold at our Canadian and International live events.
The decrease in publishing revenues was due primarily to a decrease in the number of special magazines published in the current year as compared to the prior year period.
The decrease in home video revenues was due primarily to a decrease in the sale of catalog titles. The reduction in catalog units was related to a court ordered injunction prohibiting the sale of such titles containing our former logo.
17
|
Cost of Revenues |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live & televised |
|
$ |
84.2 |
|
$ |
94.6 |
|
|
11 |
% |
|
Branded merchandise |
|
|
17.3 |
|
|
24.2 |
|
|
29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
101.5 |
|
$ |
118.8 |
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit contribution margin |
|
|
40 |
% |
|
32 |
% |
|
|
|
The following chart reflects comparative cost of revenues for each of the businesses within our live and televised segment:
|
Cost of Revenues-Live & Televised |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Live events |
|
$ |
27.0 |
|
$ |
29.4 |
|
|
8 |
% |
|
Pay-per-view |
|
$ |
13.9 |
|
$ |
15.0 |
|
|
7 |
% |
|
Advertising |
|
$ |
14.2 |
|
$ |
20.0 |
|
|
29 |
% |
|
Television production costs |
|
$ |
23.8 |
|
$ |
24.3 |
|
|
2 |
% |
|
Other |
|
$ |
5.3 |
|
$ |
5.9 |
|
|
10 |
% |
Profit contribution margin was approximately 40% for the six months ended October 24, 2003 as compared to 32% for the six months ended October 24, 2002, the increase due primarily to increased television rights fees and the impact of a $3.5 million unfavorable settlement of litigation in the prior year.
The following chart reflects comparative cost of revenues for certain of the businesses within our branded merchandise segment:
|
Cost of Revenues — Branded Merchandise |
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Licensing |
|
$ |
2.1 |
|
$ |
2.8 |
|
|
25 |
% |
|
Merchandise |
|
$ |
7.0 |
|
$ |
11.0 |
|
|
36 |
% |
|
Publishing |
|
$ |
3.3 |
|
$ |
4.5 |
|
|
27 |
% |
|
Home video |
|
$ |
3.0 |
|
$ |
4.0 |
|
|
25 |
% |
|
Digital media |
|
$ |
1.6 |
|
$ |
1.7 |
|
|
6 |
% |
Profit contribution margin was approximately 42% for the six months ended October 24, 2003 as compared to 35% for the six months ended October 24, 2002, the increase due primarily to improved margins in our merchandise and home video businesses.
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Selling, General and Administrative Expenses |
|
$ |
33.1 |
|
$ |
46.4 |
|
|
29 |
% |
18
The following chart reflects the amounts and percent change of certain significant overhead items:
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Staff related expenses |
|
$ |
20.7 |
|
$ |
18.1 |
|
|
(14 |
)% |
|
Legal fees |
|
|
5.1 |
|
|
7.5 |
|
|
32 |
% |
|
Settlement of litigation, net |
|
|
(5.9 |
) |
|
(1.1 |
) |
|
436 |
% |
|
Consulting and accounting fees |
|
|
3.1 |
|
|
4.1 |
|
|
24 |
% |
|
Advertising and promotion expenses |
|
|
1.9 |
|
|
5.9 |
|
|
68 |
% |
|
Bad debt expense |
|
|
(2.0 |
) |
|
0.6 |
|
|
433 |
% |
|
All other |
|
|
10.2 |
|
|
11.3 |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SG&A |
|
$ |
33.1 |
|
$ |
46.4 |
|
|
29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A as a percentage of net revenues |
|
|
20 |
% |
|
26 |
% |
|
|
|
The increase in staff related expenses primarily reflects an accrual related to incentive compensation. The current period reflects a $5.9 million favorable settlement of litigation and the prior year period reflects the net impact of a $3.5 million favorable settlement of litigation offset partially by a $2.4 million unfavorable settlement of litigation. The decrease in advertising and promotion expenses was primarily a result of costs incurred in the prior year period related to our advertising campaign associated with our new company name and logo. The decrease in bad debt expense was a result of a payment received from a pay-per-view service in the current year that was fully reserved for in the prior year.
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Depreciation and Amortization |
|
$ |
5.6 |
|
$ |
4.1 |
|
|
(37 |
) % |
The increase reflects amortization related to our recently acquired film libraries and depreciation associated with our new WWEshopzone.com commerce engine.
|
|
|
October 24, |
|
October 25, |
|
better |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Interest expense |
|
$ |
0.4 |
|
$ |
0.4 |
|
|
— |
|
|
Interest income and other, net |
|
$ |
3.2 |
|
$ |
0.4 |
|
|
700 |
% |
The increase reflects a higher overall rate of return on our investments in the current year.
| Provision for Income Taxes |
|
October 24, |
|
October 25, |
|
||
|
|
|
|
|
|
|
||
|
Provision for income taxes |
|
$ |
12.0 |
|
$ |
2.4 |
|
|
Effective tax rate |
|
|
38 |
% |
|
37 |
% |
Discontinued Operations — The World. In fiscal 2003, we closed the operations of our entertainment complex, The World. As a result, the operations of The World have been reflected in discontinued operations. Income from discontinued operations of The World, net of taxes, was $0.1 million for the six months ended October 24, 2003 as compared to a loss from discontinued operations, net of taxes, of $3.2 million for the six months ended October 25, 2002. Included in income from discontinued operations for the six months ended October 24, 2003 was $0.7 million of expense recoveries. As of November 21, 2003, we have not sub-leased the property. The shutdown charge of $8.9 million recorded in our fiscal year ended April 30, 2003 in accordance
19
with SFAS No. 146 assumed that we would sub-let the property by May 1, 2004. Rental payments for fiscal 2005, assuming no sub-let rental income, would be approximately $2.7 million.
Liquidity and Capital Resources
Cash flows from operating activities for the six months ended October 24, 2003 and October 25, 2002 were $32.3 million and $10.6 million, respectively. Cash flows provided by operating activities from continuing operations were $33.8 million and $11.3 million for the six months ended October 24, 2003 and October 25, 2002, respectively. Working capital, consisting of current assets less current liabilities, was $269.6 million as of October 24, 2003 and $275.1 million as of April 30, 2003.
Cash flows used for investing activities were $53.3 million and $11.9 million for the six months ended October 24, 2003 and October 25, 2003, respectively. Capital expenditures for the six months ended October 24, 2003 were $2.5 million as compared to $5.2 million for the six months ended October 25, 2002. For fiscal 2004, we estimate capital expenditures to be approximately $7.5 million, which includes a conversion of our critical business and financial systems, television equipment and building improvements. During the six months ended October 24, 2003, we acquired film libraries and certain other assets for approximately $1.6 million. As of November 7, 2003, we had approximately $166.5 million invested in fixed-income mutual funds, which primarily held AAA and AA debt rated instruments and $24.5 million in United States Treasury Notes. Our investment policy is designed to assume a minimum of credit, interest rate and market risk.
Cash flows used in financing activities for the six months ended October 25, 2003 were $25.0 million as compared to $29.1 million for the six months ended October 25, 2002. In June 2003, we purchased approximately 2.0 million shares of our Class A common stock for approximately $19.2 million.
We have not entered into any contracts that would require us to make significant guaranteed payments other than those that were previously disclosed in the Liquidity and Capital Resource section of our Annual Report on Form 10-K for our fiscal year ended April 30, 2003.
We believe that cash generated from operations and from existing cash and short-term investments will be sufficient to meet our cash needs over the next twelve months for working capital and capital expenditures.
Application of Critical Accounting Policies
There have been no changes to our accounting policies that were previously disclosed in our Annual Report on Form 10-K for our fiscal year ended April 30, 2003 nor in the methodology used in formulating these significant judgments and estimates that affect the application of these policies. Amounts included in our consolidated balance sheet in accounts that we have identified as being subject to significant judgments and estimates were as follows:
|
|
|
As of |
|
||||||||
|
|
|
|
|
||||||||
|
|
|
October 24, 2003 |
|
April 30, 2003 |
|
||||||
|
|
|
|
|
|
|
||||||
|
Pay-per-view accounts receivable |
|
$ |
15.2 million |
|
$ |
24.3 million |
|
||||
|
Advertising reserve for underdelivery |
|
$ |
3.1 million |
|
$ |
6.9 million |
|
||||
|
Home video reserve for returns |
|
$ |
2.3 million |
|
$ |
1.5 million |
|
||||
|
Publishing newsstand reserve for returns |
|
$ |
3.4 million |
|
$ |
5.0 million |
|
||||
|
Allowance for doubtful accounts |
|
$ |
2.9 million |
|
$ |
5.3 million |
|
||||
|
Accrued expenses that may be reversed pending the outcome of litigation – see Note 8 of Notes to Consolidated Financial Statements |
|
$ |
7.0 million |
|
$ |
6.4 million |
|
||||
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain statements that are forward-looking and are not based on historical facts. When used in this Quarterly Report, the words “may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend”, “estimate”, “believe”, “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or the performance by us to be materially different from future results or performance expressed or implied by such forward-looking statements. The following factors, among others,
20
could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: (i) 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; (ii) our failure to retain or continue to recruit key performers could lead to a decline in the appeal of our story lines and the popularity of our brand of entertainment; (iii) the loss of the creative services of Vincent McMahon could adversely affect our ability to create popular characters and story lines; (iv) our failure to maintain or renew key agreements could adversely affect our ability to distribute our television and pay-per-view programming, and in this regard, over the next fourteen months, several large television and pay-per-view agreements will be up for renewal, and in particular the domestic pay-per-view agreements with our two primary distributors currently end in late 2003 and early 2004; our primary domestic television distribution agreement with Viacom runs until Fall 2004 for its UPN network and Fall 2005 for its Spike TV network; and our primary television distribution in the UK runs through December 31, 2004; (v) we may not be able to compete effectively with companies providing other forms of entertainment and programming, and many of these competitors have greater financial resources than we; (vi) we may not be able to protect our intellectual property rights which could negatively impact our ability to compete in the sports entertainment market; (vii) general economic conditions or a change in the popularity of our brand of sports entertainment could adversely impact our business; (viii) risks associated with producing live events, both domestically and internationally, including without limitation risks that our insurance may not cover liabilities resulting from accidents or injuries and that we may be prohibited from promoting and conducting live events if we do not comply with applicable regulations; (ix) uncertainties associated with international markets; (x) we could incur substantial liabilities, or be required to conduct certain aspects of our business differently, if pending or future material litigation is resolved unfavorably; (xi) any new or complementary businesses into which we may expand in the future could adversely affect our existing businesses; (xii) through his beneficial ownership of a substantial majority of our Class B common stock, our controlling stockholder can exercise significant influence over our affairs, and his interests could conflict with the holders of our Class A common stock; and (xiii) a substantial number of shares will be eligible for future sale by our current majority stockholder, and the sale of those shares could lower our stock price. The forward-looking statements speak only as of the date of this Quarterly Report and undue reliance should not be placed on these statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to foreign currency exchange rate, interest rate and equity price risks that could impact our results of operations. Our foreign currency exchange rate risk is minimized by maintaining minimal net assets and liabilities in currencies other than our functional currency.
Interest Rate Risk
We are exposed to interest rate risk related to our corporate jet lease and investment portfolio. We have a lease agreement for a 1998 Canadair Challenger 604 airplane. The term of this aircraft lease is for twelve years ending on October 30, 2012. The monthly lease payment for this aircraft is determined by a floating rate, which is based upon 30-day commercial paper rate as stated by the Federal Reserve plus 1.95%.
Our investment portfolio currently consists primarily of fixed-income mutual funds and treasury notes, with a strong emphasis placed on preservation of capital. The market value of those securities can fluctuate with market interest rates. In an effort to minimize our exposure to interest rate risk, our investment portfolio’s dollar weighted duration is less than two years.
Item 4. Controls and Procedures
Based on their most recent review, which was completed within 90 days of filing of this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. While we are in the process of formalizing certain of our control procedures, there were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of this evaluation.
21
PART II. OTHER INFORMATION
See Note 8 to Notes to Consolidated Financial Statements, which is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on September 19, 2003.
|
|
(a) |
The election of seven Directors of the Company: |
|
|
|
|
Votes |
|
|
|
|
|
|
|
||
|
Nominees |
|
For |
|
Withheld |
|
|
|
|
|
|
|
|
|
Vincent K. McMahon |
|
558,176,628 |
|
2,582,768 |
|
|
Linda E. McMahon |
|
558,176,315 |
|
2,583,081 |
|
|
Lowell P. Weicker, Jr. |
|
556,927,035 |
|
3,832,361 |
|
|
David Kenin |
|
556,930,222 |
|
3,829,174 |
|
|
Joseph Perkins |
|
557,004,348 |
|
3,755,048 |
|
|
Michael B. Solomon |
|
556,927,017 |
|
3,832,379 |
|
|
Philip B. Livingston |
|
556,888,503 |
|
3,870,893 |
|
|
|
On September 19, 2003, Robert Bowman was named as a member of the Board of Directors of the Company. Mr. Bowman was also named Chairman of the Audit Committee. |
|
|
|
|
|
|
|
(b) |
The approval of the Company’s Management Bonus Plan: |
|
|
|
Votes |
|
|
|
|
||||
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
559,973,389 |
|
772,651 |
|
13,352 |
|
|
(c) |
The appointment of Deloitte & Touche LLP as auditors for the Company for the fiscal year ending April 30, 2004: |
|
|
|
Votes |
|
|
|
|
||||
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
555,652,211 |
|
5,092,576 |
|
14,609 |
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits
31.1 Certification by Linda E. McMahon pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification by Philip B. Livingston pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification by Linda E. McMahon and Philip B. Livingston pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).
(b.) Reports on Form 8-K
The registrant filed a report on Form 8-K dated June 12, 2003 under Item 5, Other Events.
22
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
WORLD WRESTLING ENTERTAINMENT, INC. |
|
|
|
(Registrant) |
|
|
|
|
|
|
Dated: November 21, 2003 |
By: |
/s/ PHILIP B. LIVINGSTON |
|
|
|
|
|
|
|
Philip B. Livingston |
23