SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2015
World Wrestling Entertainment, Inc.
(Exact name of registrant as specified in its charter)
|
| | | | |
| | | | |
Delaware | | 001-16131 | | 04-2693383 |
| | | | |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer Identification No.) |
of incorporation) | | | | |
|
| | |
1241 East Main Street, Stamford, CT | | 06902 |
| | |
(Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (203) 352-8600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
|
| | | | |
| o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | | |
| | | |
| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | | |
| | | |
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | | |
| | | |
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | | |
| |
Item 7.01. | Regulation FD Disclosure. |
On March 30, 2015, World Wrestling Entertainment, Inc. (the “Company”) issued a press release which, among other things, provides WWE Network subscriber information following WrestleMania 31, reaffirms full year 2015 business outlook at various subscriber levels and states that the Company currently projects that it will exceed previous first quarter guidance.
Also on March 30, 2015, the Company hosted a call for investors. The written presentation accompanying this call was posted on the Company’s website (corporate.wwe.com).
Full texts of the press release and investor presentation are included herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
The information in this Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto is being furnished only and shall not, except to the extent required by applicable law or regulation, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated March 30, 2015.
99.2 Investor presentation.
SIGNATURE
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 hereunto duly authorized.
|
| | |
WORLD WRESTLING ENTERTAINMENT, INC. |
|
By: | /s/ George A. Barrios | |
| George A. Barrios Chief Strategy & Financial Officer |
Dated: March 30, 2015
WWE® NETWORK SURPASSES 1.3 MILLION SUBSCRIBERS
FULL YEAR BUSINESS OUTLOOK REAFFIRMED WHILE
Q1 2015 CURRENTLY PROJECTED TO EXCEED GUIDANCE
STAMFORD, Conn., March 30, 2015 - WWE® (NYSE: WWE) today announced that WWE Network surpassed 1.3 million subscribers following WrestleMania® 31, making it the most viewed WrestleMania in history. WrestleMania was broadcast around the world last night on WWE Network as well as on pay-per-view from a sold-out Levi’s® Stadium in Santa Clara, CA. The results represent a 97% increase from April 7, 2014 - the day after WrestleMania last year and a 31% increase since January 27, 2015, when the network surpassed the 1 million subscriber milestone. Recent growth was driven by the success of our February free promotion and the iconic attraction of the Company’s WrestleMania event.
“We believe that exceeding 1.3 million subscribers reflects the successful execution of our strategy and puts us on the path to transformative growth through WWE Network,” said WWE Chairman & CEO Vince McMahon. “We remain focused on driving subscriber value by delivering the most compelling user experience and new content, evidenced by our new original series and partnerships with Seth Green, Jeff Tremaine and Jerry Springer.”
“We are pleased with our short-term results and, for the first quarter, we currently project to exceed our most recent public guidance associated with an estimated average of approximately 918,000 paid subscribers,” said George Barrios, WWE Chief Strategy & Financial Officer. “We are also confident in the long-term potential and understand subscriber growth could take many different paths. For example, Network subscribers might show consistent sequential quarterly gains or the quarterly adoption curve could exhibit seasonality with year-over-year growth. Regardless, over the long-term, we believe WWE Network has the potential to drive significant economic returns.”
Based on data to date, WWE Network attracted an average of approximately 918,000 paid subscribers over the first quarter 2015, representing a 27% increase from the fourth quarter 2014 average.1 The network’s February free promotion contributed to that growth, attracting approximately 201,000 trial subscribers, of which 154,000, or 77%, converted to paying subscribers in March. WWE Network reached an average of 982,000 total subscribers during the first quarter 2015, including both free trial and paid subscribers. To date, WWE Network has attracted nearly 1.8 million unique subscribers.
1 Average paid subscribers are calculated based on the arithmetic daily mean over the relevant period, and may differ substantially from paid subscribers at the end of any period due to the timing of paid subscriber additions. Trial subscribers acquired during a promotional period are not counted as paying subscribers until they convert after the end of the free period.
WWE Network: Growth Strategy
To grow WWE Network, the Company is executing a five-part strategy, including creating new content, implementing high impact customer acquisition and retention programs, introducing new features, expanding distribution platforms, and entering new geographies. Over the coming year, the Company is focused on expanding the network’s line-up of compelling original content as a critical element of this strategy.
Programming: In addition to the premium monthly live pay-per-view events, WWE Network unveiled new programming for the remainder of 2015, which includes eight brand new original series and partnerships with director Jeff Tremaine, Seth Green’s Stoopid Buddy Stoodios and legendary talk show host Jerry Springer. In addition, in the new show, Diva Search, WWE will span the globe in search of the most beautiful, athletic and charismatic women in the world to find the next stunning WWE Diva. WWE Network will also produce compelling specials and short form content, while continuing to add 1,000 hours to its robust video-on-demand library, which currently has more than 3,000 hours of content. (For more details of WWE Network’s programming line-up see the Company’s March 30, 2015 press release).
Promotions: Based on the successful execution of the network’s free trial offerings, all new subscribers who register for the network in April will receive the network free in that month, including the opportunity to watch Extreme Rules live on Sunday, April 26.
Features/Distribution: Other important elements of the Company’s network strategy include improving the user experience and content discovery across devices, while continuing to expand distribution platforms.
Geographies: The Company is developing plans for geographic expansion to India, China, Germany, Japan, Italy, Thailand and Malaysia.
Paths to Potential Subscriber Growth
The Company believes its strategy will facilitate long-term subscriber growth of WWE Network. There are, however, different paths that culminate in the realization of WWE Network’s subscriber potential. For example, achieving consistent subscriber growth over sequential quarters could result in a path that approximates an upward sloping straight line. (See Exhibit 1)
Alternatively, it is possible that WWE Network subscriber growth could follow the more seasonal pattern of the Company’s historic pay-per-view business. The latter path could yield an upward sloping trajectory over time, but could result in sequential quarterly declines while still delivering year-over-year growth. Any potential seasonal variations that might occur could be reduced over time as the Company continues to bring compelling new content to the network throughout the year. (See Exhibit 2)
The Company believes WWE Network will continue to make progress toward its subscriber potential, and management is agnostic to the pattern of growth.
Business Outlook
The level of WWE Network subscribers is a critical determinant of the Company’s projected future financial performance.
In 2015, the Company expects year-over-year adjusted OIBDA growth in every quarter, with growth driven by the performance of WWE Network as well as the escalation of television rights fees, and continued innovation across all of the Company’s businesses. For the first quarter 2015, the Company currently projects its adjusted OIBDA will exceed the high end of its most recent public guidance associated with the quarter’s actual average of 918,000 paid subscribers.2 The most recent public guidance implied a range of adjusted OIBDA of approximately $3 million to $8 million associated with that average.
The table below outlines ranges of potential Company performance for the full year 2015 at different subscriber levels. The Company is maintaining its 2015 Business Outlook at various subscriber levels as released on February 12, 2015. The 2015 Adjusted OIBDA table (below) is consistent with the previously provided business outlook. (The Company’s previous business outlook as well as reconciliations of Operating Income to Adjusted OIBDA can be found in the Company’s Q4 2014 Earnings Release - February 12, 2015).
2 These projections are preliminary and are subject to change based on the completion of the Company’s quarter-end financial reporting process.
Total Company - Adjusted OIBDA (in millions)
(3) Average paid subscribers shown in thousands. The average number of paid subscribers over the 12-months of 2014 was approximately 567,000. This 12-month average is below the average for the 2014 period in which WWE Network was operative (WWE Network was launched on February 24, 2014).
(4) The average paid subscribers the Company will achieve over the full year 2015 is unknown. The range of average subscribers over the full year 2015 has been provided for illustrative purposes rather than as guidance, and has not been updated or changed since it was initially presented (July 31, 2014).
About WWE Network
WWE Network launched on February 24, 2014 in the U.S., was subsequently made available in more than 170 countries and secured broad distribution across web, mobile, streaming devices, gaming consoles and Smart TVs. Like other digital subscription services, such as Netflix and Hulu Plus, fans are able to sign up for WWE Network online by going to WWE.com and can watch WWE Network on their TVs through connected devices such as Sony PlayStation 3, Sony PlayStation 4, Xbox One, Xbox 360, Amazon Fire TV, Apple TV and Roku streaming devices as well as Smart TVs including Sony and Samsung. WWE Network’s one-of-
a-kind programming includes all 12 WWE pay-per-view events LIVE at no additional charge plus groundbreaking original series, reality shows, documentaries, classic matches, exclusive coverage of special events and more than 3,000 titles in its video-on-demand library.
About WWE
WWE, a publicly traded company (NYSE: WWE), is an integrated media organization and recognized leader in global entertainment. The company consists of a portfolio of businesses that create and deliver original content 52 weeks a year to a global audience. WWE is committed to family friendly entertainment on its television programming, pay-per-view, digital media and publishing platforms. WWE programming reaches more than 650 million homes worldwide in 35 languages. WWE Network, the first-ever 24/7 over-the-top premium network that includes all 12 live pay-per-views, scheduled programming and a massive video-on-demand library, is currently available in more than 170 countries. The company is headquartered in Stamford, Conn., with offices in New York, Los Angeles, London, Mexico City, Mumbai, Shanghai, Singapore, Dubai, Munich and Tokyo.
Additional information on WWE (NYSE: WWE) can be found at wwe.com and corporate.wwe.com. For information on our global activities, go to http://www.wwe.com/worldwide/.
Contacts:
|
| |
Investors: | Laura Kiernan |
| 203-328-2519 |
| laura.kiernan@wwecorp.com
|
| |
Media: | Matt Altman |
| 203-352-1177 |
| matthew.altman@wwecorp.com |
Trademarks: All WWE programming, talent names, images, likenesses, slogans, wrestling moves, trademarks, logos and copyrights are the exclusive property of WWE and its subsidiaries. All other trademarks, logos and copyrights are the property of their respective owners.
Forward-Looking Statements: This press release 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: WWE Network; major distribution agreements; our need to continue to develop creative and entertaining programs and events; 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; 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 relating to CTE; 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; a possible decline in general economic conditions and disruption in financial markets; our accounts receivable; our revolving credit facility; litigation; our potential failure to meet market expectations for our financial performance, which could adversely affect our stock; Vincent K. McMahon exercising control over our affairs, and his interests may conflict with the holders of our Class A common stock; a substantial number of shares which 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 relatively small public “float” of our Class A common stock. In addition, our dividend is dependent on a number of factors, including, among other things, our liquidity and 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, are subject to change without any obligation on the part of the Company to update or revise them, and undue reliance should not be placed on these statements.
NETWORK PRESENTATION MARCH 30, 2015
This presentation 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: WWE Network; major distribution agreements; our need to continue to develop creative and entertaining programs and events; 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; 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 relating to CTE; 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; a possible decline in general economic conditions and disruption in financial markets; our accounts receivable; our revolving credit facility; litigation; our potential failure to meet market expectations for our financial performance, which could adversely affect our stock; Vincent K. McMahon exercising control over our affairs, and his interests may conflict with the holders of our Class A common stock; a substantial number of shares which 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 relatively small public “float” of our Class A common stock. In addition, our dividend is dependent on a number of factors, including, among other things, our liquidity and 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, are subject to change without any obligation on the part of the Company to update or revise them, and undue reliance should not be placed on these statements. This presentation contains non-GAAP financial information, including OIBDA. We define OIBDA as operating income before depreciation and amortization, excluding feature film and television production amortization and related impairments. OIBDA is a non-GAAP financial measure and may be different than similarly-titled non-GAAP financial measures used by other companies. A limitation of OIBDA is that it excludes depreciation and amortization, which represents the periodic charge for certain fixed assets and intangible assets used in generating revenues for the Company's business. OIBDA should not be regarded as an alternative to operating income or net income as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity, nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to OIBDA. Reconciliations of OIBDA to operating income can be found in the Company’s earnings release issued February 12, 2015. FORWARD-LOOKING STATEMENTS 2
WWE NETWORK UPDATE Executive Summary WWE Network Accomplishments New Original Content Paths to Potential Subscriber Growth Questions & Answers 3
Launched WWE Network Feb. 24, 2014 Features all 12 pay-per-view events live – including WrestleMania, original series, reality shows and VOD library Scheduled and on-demand content distributed via web, mobile, gaming consoles, media players, and Smart TVs Made available internationally in 170+ countries Network reflects significant feats in technology and design Following WWE’s leadership, CBS, HBO and Nickelodeon, have launched or announced plans to bring content direct to consumers WWE NETWORK: BLAZING A NEW TRAIL 4 4
SIGNIFICANT ACCOMPLISHMENTS Live: pay-per-views, WWE NXT, Special Interviews Originals: The Monday Night War, Countdown, WM Rewind Video-on-demand library of nearly 3,000 hours ORIGINAL CONTENT Made WWE Network Available in 170+ Countries Strategic partnerships in Canada and Middle East Launched in U.K. and Ireland (Jan 2015) ENTER NEW GEOGRAPHY ✓ ✓ ✓ ✓ ✓ ✓ Resume play feature rolled out across all platforms Watch list allows personalized viewing experienceFEATURES ✓ ✓ Simplified price plan @ $9.99 per month (cancel any time) Promotional free months – Nov 2014 and Feb 2015 HIGH IMPACT MARKETING ✓ ✓ 5 Broad distribution across 14 media platforms Web, mobile, gaming consoles, media players, Smart TVs Effective global content delivery mechanism with MLBAM BROAD DISTRIBUTION ✓ ✓ ✓
NEW ORIGINAL CONTENT 6 New Original Series (Premiere) Camp WWE – Seth Green Stoopid Buddy Stoodios (Late 2015) Swerved - Jeff Tremaine and Gorilla Flicks (May) Diva Search (This Fall) Jerry Springer Presents WWE Too Hot For TV (April) Live! with Chris Jericho (April) Unfiltered (May) Culture Shock (June) WWE The List (June) Other Premiering Programming New episodes of WWE 24, WWE Countdown, Rivalries Hulk Hogan’s Rock ‘N’ Wrestling Floyd Mayweather vs. the Big Show (Special – April) NXT Takeover – Live!
WWE NETWORK SURPASSED 1.3M SUBSCRIBERS 7 495 667 700 731 816 1,001 1,315 Mar. 31 Apr. 7 June 30 Sept. 30 Dec. 31 Jan. 27 Mar. 30 Paid Subscribers (000s) 2014 2015(1) Note: (1) Subscriber numbers in UK/Ireland are subject to local consumer protection laws and regulations governing fee charges. (2) WM30 refers to WrestleMania 30, which was held on April 6, 2014 (3) WM31 refers to WrestleMania 31, which was held on March 29, 2015 667 1,315 Apr. 7, 2014 Mar. 30, 2015 WM31(1),(3)WM30(2) Paid Subscribers (000s) 97%
WWE NETWORK AVERAGE PAID SUBSCRIBERS 8 Average Paid Subscribers (000s) 2014 2015 147 665 723 721 918 0 200 400 600 800 1,000 Q1 Q2 Q3 Q4 Q1 Estimated
E n d i n g S u b s c r i b e r s E n d i n g S u b s c r i b e r s WWE NETWORK: MULTIPLE PATHS TO REACH POTENTIAL 9 Sequential Growth Seasonal Year-over-year Growth Time (Months/ Quarters)Time (Months/ Quarters)
2015 BUSINESS OUTLOOK 10 Notes: (1) Adjusted OIBDA ranges for each period correspond to the average subscribers shown for each period. Reconciliation of Adjusted OIBDA to Operating Income can be found in the Company’s Q4 2014 earnings release (2) The average number of paid subscribers over the 12-months of 2014 was approximately 567,000. This 12-month average is below the average for the 2014 period in which WWE Network was operative (WWE Network was launched on February 24, 2014). (3) The Company believes that the range of average paid subscribers shown above for 2015 represents a range of potential outcomes, however, the average paid subscribers the Company will achieve over the full year 2015 is unknown. The range of average subscribers over the full year 2015 has been provided for illustrative purposes rather than as guidance, and has not been updated or changed since it was initially presented (July 31, 2014). The rate of WWE Network subscriber adoption is a critical determinant of financial performance Table outlines ranges of potential Adjusted OIBDA at different subscriber levels Total Company - Adjusted OIBDA ($ in millions) (1) Average (2),(3) Subscribers (000’s) 2015 500 $(10) - $10 1,000 $45 - $65 1,500 $100 - $120 2,000 $155 - $175 2,500 $210 - $230
We believe the success of our subscriber initiatives will derive from the strength of our brands. Measures such as the magnitude of our digital and social media presence and the top ratings of our programs all reflect WWE’s tremendous appeal In 2015, we expect year-over-year adjusted OIBDA growth in every quarter driven by the performance of WWE Network as well as the escalation of television rights fees and continued innovation LONG-TERM PERSPECTIVE 11 Over the long-term, regardless of whether WWE follows a pattern of sequential or seasonal year-over-year growth, achieving the network’s subscriber potential could drive significant economic returns
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
From Jun 2024 to Jul 2024
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
From Jul 2023 to Jul 2024
