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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 26, 2002

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

Commission file number 0-27639


WORLD WRESTLING ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  04-2693383
(IRS Employer
Identification No.)

1241 East Main Street,
Stamford, CT 06902
(203) 352-8600

(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

        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. Yes ý    No o

        At September 1, 2002, the number of shares outstanding of the Registrant's Class A common stock, par value $.01 per share, was 15,625,935 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

 
   
Page No.
Part I—FINANCIAL INFORMATION  
 
Item 1.

 

Financial Statements

 

 

 

Consolidated Balance Sheets as of July 26, 2002 (Unaudited) and April 30, 2002

2

 

 

Consolidated Statements of Income for the three months ended July 26, 2002 (Unaudited) and July 27, 2001 (Unaudited)

3

 

 

Consolidated Statement of Stockholders' Equity and Comprehensive Income for the three months ended July 26, 2002 (Unaudited)

4

 

 

Consolidated Statements of Cash Flows for the three months ended July 26, 2002 (Unaudited) and July 27, 2001 (Unaudited)

5

 

 

Notes to Consolidated Financial Statements (Unaudited)

6
 
Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

13
 
Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

18

Part II—OTHER INFORMATION

 
 
Item 1.

 

Legal Proceedings

18
 
Item 6.

 

Exhibits and Reports on Form 8-K

19

Signature and Certifications

20

1



World Wrestling Entertainment, Inc.

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

 
  As of
July 26,
2002

  As of
April 30,
2002

 
 
  (Unaudited)

   
 
ASSETS              
CURRENT ASSETS:              
  Cash and cash equivalents   $ 68,838   $ 86,659  
  Short-term investments     208,150     207,407  
  Accounts receivable (less allowance for doubtful accounts of $3,125 as of July 26, 2002 and $2,890 as of April 30, 2002)     50,988     63,835  
  Inventory, net     1,370     1,851  
  Prepaid expenses and other current assets     15,258     15,935  
   
 
 
    Total current assets     344,604     375,687  
PROPERTY AND EQUIPMENT—NET     91,240     91,759  
GOODWILL AND OTHER INTANGIBLE ASSETS—NET     11,588     11,588  
OTHER ASSETS     8,698     8,407  
   
 
 
TOTAL ASSETS   $ 456,130   $ 487,441  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
CURRENT LIABILITIES:              
  Current portion of long-term debt   $ 612   $ 601  
  Accounts payable     14,656     21,565  
  Accrued expenses and other liabilities     46,620     42,511  
  Deferred income     22,136     23,414  
  Net liabilities of discontinued operations     288     610  
   
 
 
    Total current liabilities     84,312     88,701  
LONG-TERM DEBT     9,144     9,302  
COMMITMENTS AND CONTINGENCIES              
STOCKHOLDERS' EQUITY:              
  Class A common stock: ($.01 par value; 180,000,000 shares authorized; 18,215,427 shares issued as of July 26, 2002 and 18,184,177 shares issued as of April 30, 2002)     182     181  
  Class B common stock: ($.01 par value; 60,000,000 shares authorized; 54,780,207 shares issued as of July 26, 2002 and April 30, 2002)     548     548  
  Treasury Stock (2,589,492 shares repurchased as of July 26, 2002 and 100,000 shares repurchased as of April 30, 2002)     (30,693 )   (1,139 )
  Additional paid-in capital     297,362     296,938  
  Accumulated other comprehensive loss     (688 )   (525 )
  Retained earnings     95,963     93,435  
   
 
 
    Total stockholders' equity     362,674     389,438  
   
 
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 456,130   $ 487,441  
   
 
 

See Notes to Consolidated Financial Statements

2



World Wrestling Entertainment, Inc.

Consolidated Statements of Income

(dollars in thousands, except per share data)

(Unaudited)

 
  Three Months Ended
 
  July 26,
2002

  July 27,
2001

Net revenues   $ 88,147   $ 90,669
Cost of revenues     58,519     58,266
Selling, general and administrative expenses     23,903     25,256
Depreciation and amortization     2,814     2,240
   
 
Operating income     2,911     4,907
Interest expense     191     231
Interest and other income, net     1,120     14,771
   
 
Income before income taxes     3,840     19,447
Provision for income taxes     1,312     7,455
   
 
Net income   $ 2,528   $ 11,992
   
 
Earnings per common share — basic and diluted   $ 0.04   $ 0.16
   
 

See Notes to Consolidated Financial Statements

3



World Wrestling Entertainment, Inc.

Consolidated Statements of Stockholders' Equity and Comprehensive Income

(dollars and shares in thousands)

(Unaudited)

 
  Common Stock
   
   
  Accumulated
Other
Comprehensive
Income (Loss)

   
   
 
 
  Treasury
Stock

  Additional
Paid-in
Capital

  Retained
Earnings

   
 
 
  Shares
  Amount
  Total
 
Balance, May 1, 2002   72,864   $ 729   $ (1,139 ) $ 296,938   $ (525 ) $ 93,435   $ 389,438  
Comprehensive income:                                          
  Translation adjustment                     (109 )       (109 )
  Unrealized holding loss, net of tax                     (54 )         (54 )
  Net income                         2,528     2,528  
                                     
 
Total comprehensive income                                       2,365  
                                     
 
  Exercise of stock options   31     1         404             405  
  Tax benefit from exercise of stock options                     20             20  
  Repurchase of common stock   (2,489 )       (29,554 )               (29,554 )
   
 
 
 
 
 
 
 
Balance, July 26, 2002   70,406   $ 730   $ (30,693 ) $ 297,362   $ (688 ) $ 95,963   $ 362,674  
   
 
 
 
 
 
 
 

See Notes to Consolidated Financial Statements

4



World Wrestling Entertainment, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

 
  Three Months Ended
 
 
  July 26,
2002

  July 27,
2001

 
OPERATING ACTIVITIES:              
Net income   $ 2,528   $ 11,992  
  Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
    Gain on sale of stock         (7,138 )
    Effect of change in accounting principle, net of tax         (1,487 )
    Depreciation and amortization     2,814     2,240  
    Amortization of deferred income     (317 )   (318 )
    Provision for doubtful accounts     463     (558 )
    Provision for inventory obsolescence     314     125  
    Changes in assets and liabilities:              
      Accounts receivable     12,385     10,050  
      Inventory     167     (491 )
      Prepaid expenses and other assets     385     5,701  
      Accounts payable     (6,909 )   (6,777 )
      Accrued expenses and other liabilities     2,055     2,451  
      Deferred income     (961 )   (1,440 )
   
 
 
        Net cash provided by continuing operations     12,924     14,350  
        Net cash used in discontinued operations     (644 )   (12,030 )
   
 
 
        Net cash provided by operating activities     12,280     2,320  
   
 
 
INVESTING ACTIVITIES:              
Purchase of property and equipment     (2,161 )   (6,369 )
(Purchase) sale of short-term investments, net     (827 )   3,909  
Net proceeds from exercise and sale of warrants         10,903  
   
 
 
        Net cash (used in) provided by continuing operations     (2,988 )   8,443  
        Net cash provided by discontinued operations         427  
   
 
 
        Net cash (used in) provided by investing activities     (2,988 )   8,870  
   
 
 
FINANCING ACTIVITIES:              
Repayments of long-term debt     (146 )   (136 )
Repurchase of common stock     (27,693 )    
Net proceeds from exercise of stock options     404      
   
 
 
        Net cash used in continuing operations     (27,435 )   (136 )
        Net cash provided by discontinued operations     322     5,100  
   
 
 
        Net cash (used in) provided by financing activities     (27,113 )   4,964  
   
 
 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (17,821 )   16,154  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     86,659     45,040  
   
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 68,838   $ 61,194  
   
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:              
  Cash paid during the period for income taxes, net of refunds   $ 1,030   $ 569  
  Cash paid during the period for interest   $ 190   $ 201  

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 consolidated financial statements include the accounts of World Wrestling Entertainment, Inc., and its wholly owned subsidiaries, TSI Realty Company, World Wrestling Entertainment Canada, Inc., World Wrestling Entertainment (International) Limited, Stephanie Music Publishing, Inc., WCW, Inc., Event Services, Inc., The World Entertainment, Inc., WWE Hotel & Casino Ventures, LLC and WWE Sports, Inc. and the Company's majority-owned subsidiary Titan/Shane Partnership (collectively the "Company"). WWE Sports, Inc. owns 50% and had operating control of XFL, LLC, a professional football league, which was a venture with National Broadcasting Company ("NBC"). In early May 2001, the Company formalized its decision to discontinue operations of the XFL and, accordingly, reported XFL operating results and estimated shutdown costs as Discontinued Operations as of April 30, 2001. For the three months ended July 26, 2002 and July 27, 2001, there were no results from 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 Company is an integrated media and entertainment company, principally engaged in the development, production and marketing of television programming, pay-per-view programming and live events, and the licensing and sale of branded consumer products featuring its World Wrestling Entertainment brand of entertainment. The Company's operations are organized around two principal activities:

2. Earnings Per Share

        For the first quarter of fiscal 2003, for the purpose of calculating earnings per share—basic, the weighted average number of common shares outstanding was 71,110,001 and for the purpose of calculating earnings per share—diluted, the weighted average number of common shares outstanding was 71,129,655, which includes 19,653 shares representing the dilutive effect of common stock equivalents.

        For the first quarter of fiscal 2002, for the purpose of calculating earnings per share—basic, the weighted average number of common shares outstanding was 72,932,384 and for the purpose of calculating earnings per share—diluted, the weighted average number of common shares outstanding was 72,948,392, which includes 16,008 shares representing the dilutive effect of common stock equivalents.

6


        Excluded from the calculation of weighted average common shares outstanding for dilutive earnings per share purposes were outstanding options of 6,258,000 and 5,488,000 for the three months ended July 26, 2002 and July 27, 2001 respectively, because the impact would have been anti-dilutive.

3. Segment Information

        The Company's 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, television programming and pay-per-view programming. The branded merchandise segment includes consumer products sold through third party licensees and the marketing and sale of merchandise, magazines and home videos and the operations from the Company's entertainment complex. The Company does not allocate corporate overhead to each of the segments and as a result, corporate overhead is a reconciling item in the table below. There are no intersegment revenues. Revenues derived from sales outside of North America were approximately $8,654 and $7,336 for the three months ended July 26, 2002 and July 27, 2001, respectively. The table presents information about the financial results of each segment for the three months ended July 26, 2002 and July 27, 2001 and assets as of July 26, 2002 and April 30, 2002. Unallocated assets consist primarily of cash, short-term investments and real property.

 
  Three Months
Ended

 
 
  July 26,
2002

  July 27,
2001

 
Net Revenues:              
  Live and televised entertainment   $ 67,816   $ 72,392  
  Branded merchandise     20,331     18,277  
   
 
 
  Total net revenues   $ 88,147   $ 90,669  
   
 
 
Depreciation and Amortization:              
  Live and televised entertainment   $ 807   $ 732  
  Branded merchandise     1,196     574  
  Corporate     811     934  
   
 
 
  Total depreciation and amortization   $ 2,814   $ 2,240  
   
 
 
Operating Income:              
  Live and televised entertainment   $ 18,939   $ 23,677  
  Branded merchandise     1,491     (959 )
  Corporate     (17,519 )   (17,811 )
   
 
 
  Total operating income   $ 2,911   $ 4,907  
   
 
 
 
  As of
 
  July 26,
2002

  April 30,
2002

Assets:            
  Live and televised entertainment   $ 67,742   $ 78,799
  Branded merchandise     48,683     51,540
  Unallocated     339,705     357,102
   
 
  Total assets   $ 456,130   $ 487,441
   
 

7


4. Property and Equipment

      Property and equipment consisted of the following as of:

 
  July 26,
2002

  April 30,
2002

Land, buildings and improvements   $ 84,449   $ 83,047
Equipment     44,557     43,747
Vehicles     770     769
   
 
      129,776     127,563
Less accumulated depreciation and amortization     38,536     35,804
   
 
Total   $ 91,240   $ 91,759
   
 

        Depreciation and amortization expense for property and equipment was $2,814 and $2,240 for the three months ended July 26, 2002 and July 27, 2001, respectively.

5. Investments

        Short-term investments consisted of the following as of July 26, 2002 and April 30, 2002:

 
  July 26, 2002
 
  Cost
  Unrealized
Holding Loss

  Fair
Value

Government obligations   $ 34,476   $   $ 34,476
Corporate obligations and other     122,214     (86 )   122,128
Mortgage backed securities     51,546         51,546
   
 
 
Total   $ 208,236   $ (86 ) $ 208,150
   
 
 
 
  April 30, 2002
 
  Cost
  Unrealized
Holding Loss

  Fair
Value

Government obligations   $ 26,725   $   $ 26,725
Corporate obligations and other     129,763     (518 )   129,245
Mortgage backed securities     51,437         51,437
   
 
 
Total   $ 207,925   $ (518 ) $ 207,407
   
 
 

6. Commitments and Contingencies

Legal Proceedings

        In April 2000, World Wide Fund for Nature (the "Fund") instituted legal proceedings against the Company in the English High Court seeking injunctive relief and unspecified damages for alleged breaches of an agreement between the Fund and the Company. The Fund alleges that the Company's use of the initials "WWF" in various contexts, including (i) the wwf.com and wwfshopzone.com internet

8



domain names and in the contents of various of its websites; and (ii) the Company's "scratch" logo violate the agreement between the Fund and the Company. In January 2001, the Fund filed for summary judgment on its claims. On August 10, 2001, the trial judge granted the Fund's motion for summary judgment, holding the Company breached the parties' 1994 agreement by using the "wwf" website addresses and scratch logo and that a trial is not warranted on these issues. On October 1, 2001, the judge issued a form of written injunction barring most uses of the initials "WWF", including in connection with the "wwf" website addresses and the use of the scratch logo by the Company and its licensees.

        On February 27, 2002, the Court of Appeal affirmed the trial judge's decision and dismissed the Company's appeal; and on June 10, 2002, the House of Lords declined to hear the Company's appeal. The Company has five months from the date of the House of Lords' decision to comply with the injunction. The Company intends to comply with the injunction and to seek modification of the injunction where it is impractical and/or impossible to comply. Prior to the House of Lords' decision, the Company took steps to change its name to "World Wrestling Entertainment, Inc." and to revise its logo and switch its initials to "WWE". These changes have been incorporated into the Company's television and pay-per-view shows, promotional materials used by it and its various distributors, affiliates and licensees, advertising campaigns as well as its corporate stationery and facilities and statutory filings with federal and state agencies. However, certain other aspects of the injunction as issued may be impracticable or difficult to comply with and, unless modified or clarified, may adversely affect the use or repackaging of the Company's historical video library containing its former logo and verbal references to the "WWF" and the Company's licensing program that use its former logo on a variety of retail products, including toys and video games. The Fund also has pending before the trial court a damages claim associated with the Company's use of the initials "WWF". No hearings have been scheduled on this aspect of the Fund's claim, and to date no evidence has been submitted by the Fund as to any damages. The Company recorded $2,000 of expenses in the fourth quarter of fiscal 2002 in connection with compliance with this injunction. The Company is unable to predict what additional costs or changes to its operations may be required to comply with the injunction, which may have a material adverse effect on the Company.

        In September 1999, the Company was served with a complaint regarding an action that Nicole Bass, a professional wrestler previously affiliated with the Company, filed in the United States District Court for the Eastern District of New York in which she alleges sexual harassment under New York law, civil assault and intentional infliction of emotional distress. The Company filed a motion to dismiss the original complaint. During oral argument on its motion to dismiss, Plaintiff requested leave of court to file an amended complaint. The Plaintiff filed a second amended complaint on October 20, 2000. Motions to Dismiss the second amended complaint were filed on December 18, 2000 and granted in part on February 14, 2001. On March 5, 2001, the Company answered the surviving counts in the second amended complaint and has denied liability. On January 11, 2002, the Company filed a motion for summary judgment on all plaintiffs' remaining claims and on June 17, 2002, the Court granted in part and denied in part our motion. Trial has been set to begin on September 16, 2002.

        On November 14, 2000, Stanley Schenker & Associates, Inc. filed a complaint against the Company in Superior Court, Judicial District of Stamford/Norwalk, Connecticut, relating to the

9



termination of an Agency Agreement between the Company and Plaintiff. Plaintiff seeks compensatory damages and punitive damages in an unspecified amount, attorneys' fees, an accounting and a declaratory judgment. On December 15, 2000, the Company filed a motion to strike all the claims against it, with the exception of one count for breach of contract. This motion was granted as to two claims. On March 27, 2001, the Plaintiff filed a substituted complaint reasserting all counts against the Company. On April 11, 2001, the Company answered the substitute complaint. On February 27, 2002, the Company filed amended counterclaims and on June 19, 2002, the Company filed second amended counterclaims. Discovery in this case is currently ongoing. The Court has scheduled a trial date of March 2003. The Company believes that it has meritorious defenses and intends to defend the action vigorously. An unfavorable outcome of this suit may have a material adverse effect on its financial condition, results of operations or prospects.

        In response to a demand letter from the William Morris Agency, Inc., the Company filed an action on October 2, 2000, in the United States District Court for the Southern District of New York seeking declaratory, legal and equitable relief relating to Defendant's improper claims for commissions on business opportunities with which it had no involvement. William Morris filed a counterclaim on February 1, 2001, alleging breach of contract and seeking to recover unspecified damages in the form of commissions allegedly owed. William Morris filed a motion to dismiss all non-contract claims against it. The Company also filed a motion to partially dismiss William Morris's counterclaims. By Order dated June 21, 2001, the court granted William Morris's motion to dismiss only with respect to the Company's claim for fraud and unfair trade practices; William Morris's motion to dismiss was denied with respect to the remaining counts of the Company's complaint. In expert testimony, William Morris submitted an expert report claiming damages in excess of $40,000. Discovery is closed. On June 14, 2002, William Morris filed a motion for summary judgment on all claims against it. On July 19, 2002, the Company filed its opposition to William Morris's motion for summary judgment and its own cross-motion for summary judgment on certain of its claims. Those motions are currently pending before the Court. The Company believes that it has a meritorious defense to William Morris's counterclaim and intends to defend the action vigorously. An unfavorable outcome of this suit may have a material adverse effect on its financial condition, results of operations or prospects.

        On October 19, 2001, the Company was served with a complaint by Marvel Enterprises, Inc. in the Superior Court of Fulton County, Georgia alleging that the Company breached the terms of a license agreement regarding the rights to manufacture and distribute toy action figures of various wrestling characters that perform under the "World Championship Wrestling" or "WCW" tradenames. The plaintiff seeks damages and a declaration that the agreement is in force and effect. The Company filed its Answer on November 19, 2001. The Company has denied liability and is contesting the claims. The Complaint also named as a defendant Universal Wrestling Corp. ("Universal, Inc."), formerly known as World Championship Wrestling, Inc. Due to a conflict between Universal, Inc. and plaintiff's counsel, by agreement of the parties Universal, Inc. was dismissed from the suit. On December 28, 2001, the plaintiff commenced a separate action against Universal, Inc., filed in the same court as a related action to the suit pending against the Company. The Company is currently reviewing whether it may have any indemnification obligations to Universal, Inc. in connection with these claims. On December 14, 2001, the Company filed a motion to dismiss all claims against it. That motion was

10


denied on March 14, 2002. Discovery in the case is ongoing. An unfavorable outcome of this suit may have a material adverse effect on the Company's financial condition, results of operations or prospects.

        On December 5, 2001, a purported class action Complaint was filed against the Company asserting claims for alleged violations of the federal securities laws. Also named as defendants in this suit were Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Credit Suisse First Boston Corporation, WIT Capital Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Chase H&Q (Hambrecht & Quist LLC) (collectively, the "Underwriter Defendants"), Vincent K. McMahon, Linda E. McMahon and August J. Liguori (collectively, the "Individual Defendants"). The Complaint alleges, inter alia, (i) claims under Section 11 of the Securities Act against all defendants, (ii) claims under Section 12(2) of the Securities Act against the Underwriter Defendants, (iii) claims under Section 15 of the Securities Act against the Company and the Individual Defendants, (iv) claims under Section 10(b) of the Exchange Act and Rule 10(b)(5) against all defendants, and (v) claims under Section 20(a) of the Exchange Act against the Individual Defendants. According to the allegations of the Complaint, the Underwriter Defendants allegedly engaged in manipulative practices by, inter alia, pre-selling allotments of shares of the Company's stock in return for undisclosed, excessive commissions from the purchasers and/or entering into after-market tie-in arrangements which allegedly artificially inflated the Company's stock price. The plaintiff further alleges that the Company knew or should have known of such unlawful practices. As relief, the Complaint seeks (i) a ruling that the suit is properly maintainable as a class action, (ii) unspecified class damages and statutory compensation against all defendants, jointly and severally, (iii) an award of attorneys' fees and costs, and (iv) such other relief as the court deems proper. The Company denies all allegations against it, believes that it has meritorious defenses on plaintiffs' claims, and intends to defend this action vigorously. The Company understands that nearly 1,000 suits with similar claims and/or allegations have been filed over the past couple of years against companies which have gone public in that general time period. All of these claims have been consolidated before the same judge in the United States District Court for the Southern District of New York. The Company is a part of a motion to dismiss filed on behalf of all issuers on July 15, 2002. The Company cannot at this time predict the likely outcome of this litigation.

        The Company is not currently a party to any other material legal proceedings. However, the Company is 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.

7. Discontinued operations

        In early May 2001, the Company formalized its decision to discontinue operations of the XFL and, accordingly, reported XFL operating results and estimated shutdown costs as Discontinued Operations in the Consolidated Statements of Income. This decision was a culmination of management's analysis of the financial viability of the venture. The venture commenced during the fourth quarter of fiscal 2001.

        On June 12, 2000, NBC purchased approximately 2.3 million newly issued shares of the Company's Class A common stock at $13 per share for a total investment of $30,000. In May 2002, the Company repurchased these shares from NBC for $27,692. These shares were included in Treasury Stock in the Company's Consolidated Balance Sheet as of July 26, 2002.

11



        The XFL business, which has been classified as Discontinued Operations in the accompanying Consolidated Balance Sheets, is summarized as follows:

 
  As of July 26, 2002
  As of April 30, 2002
 
Assets:              
  Cash