U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____ to _____
Commission file number: 000-21585
Worldwide Entertainment & Sports Corp.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 22-3393152
- - - ------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
29 Northfield Avenue, West Oraange, New Jersey 07052
(Address of Principal Executive Offices)
(201) 325-3244
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, $.01 par value - 5,253,255 shares
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
PART I.
Item 1. Financial Statements
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and certificates of deposit $ 322,898
Marketable securities (at fair market value) 1,715,235
Accounts receivable, net allowance for
doubtful accounts of $600 131,125
Due from athletes and other related parties,
net of reserves of $175,512 244,487
Other current assets 12,702
----------
Total Current Assets 2,426,447
----------
PROPERTY AND EQUIPMENT - AT COST
Less accumulated depreciation of $39,636 24,055
----------
OTHER ASSETS 17,311
----------
$2,467,813
==========
See Notes to Unaudited Condensed Consolidated Financial Statements
2
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996
(Unaudited)
LIABILITIES
CURRENT LIABILITIES:
Accounts payable $ 202,540
Accrued expenses 21,712
Compensation and related items 57,049
Escrow funds payable 149,156
Due to officer 68,826
Income taxes payable 450
------------
Total Current Liabilities 499,733
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; authorized
20,000,000 shares; 5,153,255 shares issued 51,533
Additional paid-in capital 6,764,061
Accumulated deficit (4,835,073)
Demand note receivable on private issuance
of Common Stock (12,350)
Unrealized gain on marketable securities (91)
------------
1,968,080
------------
$ 2,467,813
============
See Notes to Unaudited Condensed Consolidated Financial Statements
3
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ------------------------
1997 1996 1997 1996
--------- -------- -------- ----------
Purse income $ 5,451 $ 96,199 $ 27,201 $ 122,187
Commission income - 11,994 - 22,791
Consulting income - - - 11,050
Merchandise revenues - - - 1,008
Television income 87,500 - 87,500 -
Endorsement income 23,825 11,050 38,825 -
Ticket revenues 31,105 - 31,105 -
Agency fee revenue 1,283 - 27,108 -
--------- -------- --------- ---------
149,164 119,243 211,739 157,036
--------- -------- --------- ---------
Training and
related expenses 301,682 12,846 330,733 52,573
Promotion and other
operating expenses 876,837 384,986 1,657,477 735,146
--------- -------- --------- ---------
1,178,519 397,832 1,988,210 787,719
--------- -------- --------- ---------
Loss from operations (1,029,355) (278,589) (1,776,471) (630,683)
--------- -------- --------- ---------
Other income and expense:
Interest and
dividend income 35,393 8 68,748 446
Interest expense - (40,562) - (72,807)
Other (4,513) - (10,792) -
-------- -------- --------- ---------
30,880 (40,554) 57,956 (72,361)
-------- -------- --------- ---------
Loss before income
taxes (998,475) (319,143) (1,718,515) (703,044)
Income Taxes 2,169 650 6,489 750
---------- -------- --------- ---------
NET LOSS $(1,000,644) $ (319,793) $ (1,725,004) $ (703,794)
=========== ========== ============ ==========
LOSS PER SHARE $ (0.19) $ (0.09) $ (0.33) $ (0.18)
=========== ========== ============ ==========
WEIGHTED AVERAGE
OF COMMON SHARES
OUTSTANDING 5,153,255 3,736,588 5,153,255 3,807,871
========== ========== ============ ==========
See Notes to Unaudited Condensed Consolidated Financial Statements
4
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
June 30,
---------------------------------
1997 1996
------------ ------------
Cash Flows from Operating Activities $ 613,418 $ (758,628)
Cash Flows from Investing Activities (1,383,525) (52,260)
Cash Flows from Financing Activities 1,500 699,726
------------ ------------
Net Increase (Decrease) in Cash (768,607) (111,162)
Cash and Certificates of Deposit
at Beginning of Year 1,091,505 547,136
------------ ------------
Cash and Certificates of Deposit
at End of Period $ 322,898 $ 435,974
============ ============
Supplemental Disclosures of
Cash Flow Information:
Cash Paid During the Year for:
Income Taxes $ 6,489 $ 1,000
============ ============
Interest $ - $ 758
============ ============
See Notes to Unaudited Condensed Consolidated Financial Statements.
5
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:
1. Nature of Organization:
Worldwide Entertainment & Sports Corp. (the "Company") was incorporated in
Delaware on August 15, 1995, for the purpose of providing management, agency,
and marketing services to professional athletes, artists and entertainers.
2. Basis of Presentation:
The Condensed Interim Financial Statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.
The Condensed Interim Financial Statements included herein reflect, in the
opinion of management, all adjustments (consisting primarily only of normal
recurring adjustments) necessary to present fairly the results for the
interim periods. The results of operations for the three and six month
periods ended June 30, 1997 are not necessarily indicative of results to be
expected for the entire year ending December 31, 1997.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. The condensed consolidated financial statements include the accounts of
the Company and all of its subsidiaries, all of which are wholly-owned except
for Worldwide Basketball Management, Inc., which company is 80% owned.
2. Purse revenue is recognized upon completion of a fight, as a percentage
of the boxer's purse. Commission and endorsement income is recognized upon
the completion of the contracted event. Ticket revenues are recognized upon
the commencement of a scheduled fight. Agency fee revenue is recognized
ratably over the various athletic seasons.
3. Net loss per share is computed by dividing net loss by the weighted
average number of shares of Common Stock outstanding during the period.
Common Stock equivalents have not been included in this computation since
the effect would be anti-dilutive.
6
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
NOTE C - SALE OF COMMON STOCK
On October 22, 1996, the Company sold 1,400,000 Units, each comprising one
share of its common stock, $.01 par value ("Common Stock"), and one
redeemable common stock purchase warrant ("Redeemable Warrants") in an
initial public offering. Each Redeemable Warrant entitles the holder to
purchase one share of Common Stock at $7.20 commencing October 22, 1997 until
October 21, 2001. The proceeds from this transaction (approximately $7.5
million) were used, in part, to repay outstanding indebtedness of
approximately $2,150,000 and costs and expenses of the offering. The
remainder will be used for future operating purposes and has been invested in
short-term securities.
NOTE D - OTHER ITEMS
On May 5, 1997, the Company and Joel Segal entered into an agreement, whereby
Segal became an employee of Worldwide Team Sports, Inc., a wholly-owned
subsidiary. Segal is a well known football agent and will lead the Company's
efforts in that sport. During the quarter ended June 30, 1997, the Company
charged to operations the remaining balance of the cost of a consulting
agreement with Summit Management Group. Summit was to identify and assist in
the recruiting of players for the Company; however, to date, no players were
identified or recruited as a result of Summit's efforts. The Company intends
to seek recovery of the fee paid upon signing of the Agreement, amounting to
$200,000.
On July 7, 1997, the Company sold 100,000 shares of its Common Stock in a
private transaction. The price was the market price on that date, $1.25 per
share.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
General
Worldwide Entertainment & Sports Corp. was organized in August 1995,
and since such date has succeeded to the business operations of various
entities engaged in the management of professional boxers, each previously
controlled by the Company's Chief Executive Officer. In addition, in January
1996, the Company formed Worldwide Team Sports, Inc. ("WWTS") and hired a
registered NFL contract advisor. In August 1996, for the purpose of
providing agency, marketing and management services to professional
basketball players, the Company formed Worldwide Basketball Management, Inc.
("WWBM"), a corporation 80% owned by the Company and 20% owned by WWBM's
President and Executive Vice President, respectively. In March 1997, the
Company established Worldwide Sports Promotions, Inc. for the purpose of
promoting sporting events. Through WWBM, WWTS and the newly formed Worldwide
Football management, Inc. ("WWFM"), the Company has expanded into the field
of player agency and contract advisory services. The Company had only
limited experience in the negotiation of player contracts, and consequently
on May 5, 1997, retained the services of another registered NFL contract
advisor. To date, the Company has generated limited revenues from contract
advisory services to professional football and basketball players due to the
timing of the seasons for such sports.
Establishing and maintaining a presence in each of the Company's
areas of concentration, (i.e., boxing management and team sports player
agency) require significant expenditures. Each sports specific division must
develop a roster of clients, establish relationships within their prospective
sports and develop support services to provide to the athletes. Only a
portion of such expenses incurred by the Company will result in the
engagement by a client of the Company's services, and it is often uncertain
the extent to which, even if retained, a target client will generate
significant revenues to the Company. In addition, the Company incurs
significant training expenses for the boxers under the Company's management,
not all of which are directly reimbursed pursuant to bout agreements for such
boxers. In the development of a boxer, particularly a young amateur boxer,
into a professional boxer who can command significant purses, such expenses
can be incurred over a period of years and constitute hundreds of thousands
of dollars or more. The Company must continuously incur such expenses in
contemplation of future revenues, the receipt of which is uncertain.
The Company's revenues are directly related to the earnings of its
clients. The Company derives revenues based upon a percentage, currently
ranging from 15% to 27-1/2%, of the boxers' purses from professional bouts.
The Company also derives revenues based upon a percentage of salaries and
other income received from contracts, endorsement arrangements and other
income producing activities of athletes for whom the Company or its
management acts as agent or representative. These percentages currently
range from 4% for professional basketball and football player contracts
(although lower percentages are agreed upon) to 10% or 20% for endorsement
and marketing revenues. For rookie NBA players, salaries are generally
dictated by the NBA collective bargaining agreement, and accordingly agency
fees for contract negotiations are often limited in the first three years of
a player's career.
The timing of receipt of revenues by the Company is subject to
seasonal variations with respect to revenues generated from the negotiation
of player contracts and subject to irregular patterns in the case of boxing
purse revenues as a result of the irregular occurrence of the bouts. In
addition, the magnitude of the Company's revenues can be expected to
experience wide fluctuations based upon the success or failure of the
Company's boxers or the negotiation of player contracts with significant
bonus provisions. The Company's WWTS subsidiary can be expected to incur
significant expenditures during the first eight months of each calendar year
(particularly March through July) for recruitment and related expenses, and
to receive its revenues during the last four and first three months of the year
8
<PAGE>
during the NFL and NBA seasons. If the Company were to expand into the
representation of baseball players (or other professional athletes with a
spring/summer season), of which there can be no assurance, the effects of
such seasonality would be diminished.
Six months Ended June 30, 1997 Compared with Six months Ended June 30, 1996
Net revenues for the six months ended June 30, 1997 were $211,739, as
compared to $157,036 for the six months ended June 30, 1996. During the six
months ended June 30, 1997, the Company was actively engaged in the
management of its four boxers, the same as the comparable 1996 period. Purse
income decreased to $27,201 for the six months ended June 30, 1997 as
compared to $122,187 for the six months ended June 30, 1996 as a result of a
decrease in the number of bouts for the Company's boxers. This was due in
part to the postponement of a heavyweight bout for Ray Mercer, anticipated
for the second quarter of the fiscal year. Such revenues received by the
Company during the same period in 1996 amounted to $33,841. There was no
ticket revenues for the six months ended June 30, 1996, as compared to
$31,105 for the 1997 period, when the Company promoted fights for its own
boxers. Such revenues are largely offset by a corresponding expense for
promoting costs. In 1997, the Company received $87,500 of television revenue
for the fights it promoted. Agency fee revenue amounted to $27,108, as
opposed to no revenue of this type in the comparable 1996 period. In
addition, during the six months ended June 30, 1997, the Company recognized
endorsement and commission income from representation of team sports
athletes, aggregating $38,825.
Total expenses increased for the six months ended June 30, 1997 to
$1,999,002 from $1,178,519 for the six months ended June 30, 1996. Promotion
and other operating expenses increased to $1,657,477 for the six months
ended June 30, 1997 as compared to $876,837 for the corresponding 1996 period
as a result of (i) approximately $267,000 of travel and entertainment
expenses and signing bonuses of $105,000, incurred in connection with the
recruitment of professional football players and Agents for the Team Sports
Division and in connection with bouts for the Company's boxers, and (ii)
approximately $300,000 in increased payroll expenses as a result of the
hiring of additional NFL agents, the compensation of the Corporate officers
and additional staff personnel, and (iii) additional professional and
consulting fees of approximately $100,000 due to the public status of the
Company in 1997. In addition, there were approximately $90,000 of expenses
for promotional materials and other public relations expenses for such period.
The six month period ended June 30, 1996 also included $72,807 of interest
expense attributable to the 10% promissory notes issued in connection with
the Company's private placement which originated in September 1995. In 1997,
operations include $180,000 of expense related to an agreement with the
Summit Management Group, which the Company has charged off due to non-
performance. Accordingly, the Company's net loss for the six months ended
June 30, 1997 increased to $1,725,004 from $703,794 for the corresponding
1996 period.
Liquidity and Capital Resources
Historically, the Company's principal source of operating capital had
been provided by loans and capital contributions from the Company's
stockholders as well as private sales of the Company's debt securities. On
October 22, 1996, the Company sold 1,400,000 Units, each comprising one share
of Common Stock and one Redeemable Common Stock Purchase Warrant, in an
initial public offering. Net proceeds to the Company were approximately
$7.5 million. The proceeds were used to repay approximately $2,150,000 of
debt and $550,000 of costs associated with the offering. At June 30, 1997,
the Company had approximately $1,926,715 of working capital, of which
$2,038,133 was cash and short-term investments.
The Company may relocate its administrative offices and boxing
facility. It is anticipated that the Company
9
<PAGE>
will incur expenditures of $150,000 in connection therewith. Management
salaries (aggregating approximately $650,000 per annum) and anticipated
training expenses (estimated at approximately $475,000, depending upon the
number of bouts) represent the expected significant uses of working capital
during the next twelve months, as well as recruitment expenses (estimated to
approximate $650,000, subject to variations depending upon player
availability and recruiting success) and rent (approximately $108,000 per
annum). Prior to January 1, 1996, no officer of the Company was paid a
salary nor were there any salaries accrued therefor.
Although the Company believes that the proceeds of its October 1996
initial public offering will be sufficient to fund its operations over the
next 6 months or longer, there can be no assurance that the Company will
have sufficient revenues after such time to fund its operating requirements.
Due to orthopedic surgery, Ray Mercer is not expected to engage in bouts
during the balance of the calendar year, and accordingly purse income from
his bouts will be delayed until the first quarter of 1998. Accordingly, the
Company may be required to seek additional financing through bank borrowings,
debt or equity financings or otherwise. On July 7,1997, the Company sold
100,000 shares of its Common Stock in a private transaction, generating
proceeds of $125,000. There can be no assurance that any such financing will
be available to the Company on favorable terms, if at all in the future.
10
<PAGE>
PART II.
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities
(a) None
(b) None
(c) None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Worldwide Entertainment & Sports Corp.
(Registrant)
Date August 13, 1997 /s/ Marc Roberts
---------------------------
Marc Roberts, President
(Principal Executive Officer)
/s/ Roy Roberts
--------------------------
Roy Roberts, Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 322,898
<SECURITIES> 1,715,235
<RECEIVABLES> 131,125
<ALLOWANCES> 600
<INVENTORY> 0
<CURRENT-ASSETS> 2,426,447
<PP&E> 24,055
<DEPRECIATION> 39,636
<TOTAL-ASSETS> 2,467,813
<CURRENT-LIABILITIES> 499,733
<BONDS> 0
0
0
<COMMON> 51,533
<OTHER-SE> 1,908,080
<TOTAL-LIABILITY-AND-EQUITY> 2,467,813
<SALES> 0
<TOTAL-REVENUES> 211,739
<CGS> 0
<TOTAL-COSTS> 1,988,210
<OTHER-EXPENSES> 10,792
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<INCOME-PRETAX> (1,718,515)
<INCOME-TAX> 6,489
<INCOME-CONTINUING> (1,725,004)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,725,004)
<EPS-PRIMARY> (.33)
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