A Super Bowl for more than players & advertisers…
Game day is almost here, and thanks to the Super Bowl advertising sweepstakes, the event is probably as big a deal for corporate America as it is for sports fans. But a stroll through companies’ public disclosures shows that the Super Bowl looms large for executives and companies in other ways as well.
Television networks and station owners, of course, are full of references to the big game, either because they scored big with advertising sales in years when they carried it, or because they’re missing revenues from previous years in which they did. And for other reasons: As of last November, CBS (CBSA) was still disclosing the impact of Janet Jackson’s 2004 halftime-show wardrobe malfunction (an initial $550,000 forfeiture levied against the company by the Federal Communications Commission was vacated by the Third Circuit Court of Appeals, and the FCC has sought Supreme Court review).
Advertisers, too, care a lot as well, and it isn’t all about image. In an earnings release it filed with an 8-K on Tuesday, Chrysler cited last year’s game when mentioning an eight-fold increase in January sales of its Chrysler 200 vehicle, “nearly a year after appearing in the Imported from Detroit Super Bowl commercial.”
But executives also get in on the game, quite literally, when the companies they run buy them tickets to the big event. Most are pretty circumspect when talking about giving executives free tickets to big events — we see far more references to perks of generic “sporting event” tickets or “sports tickets.” Apollo Group (APOL), the big for-profit education company, has no such qualms, as we footnoted early last month.
The company has the naming rights agreement for the Arizona Cardinals’ stadium, giving them some benefits that are paying off now, according to the company’s December 28 proxy. That includes —fully-paid expenses (transportation, food and lodging) to the Super Bowl and NFL Pro Bowl each year for up to 4 guests per trip, a specified number of tickets to each Super Bowl held at the stadium and the right to buy a fixed number of additional tickets to each Super Bowl held at the stadium and up to a specified number of seats to Super Bowls held at other locations.
As we said, most disclosures about sports-ticket perks are vaguer. Penske Automotive Group, Inc. (PAG) filed a proxy in March, 2011 showing that it provided “personal use of sporting event tickets” to at least a couple of its named executive officers. So did Universal Health Services, Inc. (UHS), which disclosed in its April, 2011 proxy that:
“From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.”
Other references in the filings are more oblique, but can still be illuminating. Groupon (GRPN) even got into the act in some of its many amended registration statements (S-1/A filings) last fall as it prepared for its IPO. In it, the electronic coupon company quotes an August 25 email to employees from its chief executive, in which he defends a dubious (and controversial) performance measurement, and in passing makes reference to the “reason we didn’t realize everyone in the world would hate our Superbowl ad…” (Last year, of course, Groupon tried to pull a Monster.com with a cheeky Superbowl ad debut, and instead ran three ads that fizzled, one of which was widely seen as mocking Tibetans for being poor and dominated by China.)
Some filings give an insight into ordinary working conditions at some companies: A collective bargaining contract included as an exhibit to the 10-Q that Republic Airways (RJET) filed on November 9 elevates the sporting event to the status of Christmas for some personnel purposes, noting that “During a period (e.g., Christmas Holidays, Superbowl weekend) when all Flight Attendants are required to present a doctor’s note for sick calls, prior notice will be given” before the restriction is put in place.
And of course, a few companies are just bragging: For some time now, truck-maker Oshkosh (OSK) has been saying in the Business section of its 10-K filings that the the company’s television-news trucks “have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.”
Similarly, a couple of companies are boasting about directors’ roles on this year’s Super Bowl host committee. Nike (NKE) noted in its July 26 proxy that director John C. Lechleiter, who’s on the board because of “his operational executive experience and his knowledge of science, marketing, management, and international business,” was on the 2012 Indianapolis Super Bowl Host Committee, and tiny Pantry Inc. (PTRY) notes the same for director Mark D. Miles, who is deeply involved in a number of Indiana organizations and is the host committee’s chairman.
We’re not sure if these mentions tie into the SEC’s relatively recent requirement that companies lay out their board members’ business qualifications — a host committee has a lot to do in a short time, after all — or if it’s more just a way of recognizing an honor.
So as you settle back with your cold beer and 32-layer dip to watch the game (or maybe to read a good book in the next room instead), give a thought to the poor securities lawyers who are going to have to work developments off the field into company filings over the next 12 months.