<PAGE>
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, 1999.
[ ] 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)
<TABLE>
<S> <C>
Delaware 22-3393152
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
</TABLE>
29 Northfield Avenue, West Orange, New Jersey 07052
(Address of Principal Executive Offices)
(973) 325-3244
(Issuer's Telephone Number, Including Area Code)
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 ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes ______ 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 13,090,263 shares
Transitional Small Business Disclosure Format (check one):
Yes ______ No ______
<PAGE>
PART I.
Item 1. Financial Statements
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,109,581
Certificates of deposit 500,000
Accounts receivable, less allowances for doubtful accounts of $276,208 436,023
Prepaid expenses and other current assets 107,143
Due from boxers and other related parties, net of allowances of $493,295 297,261
Investment in Joint ventures and due from related parties 82,943
Inventory of memorabilia 103,532
-----------
Total Current Assets $ 3,636,483
PROPERTY AND EQUIPMENT-AT COST, net of accumulated
Depreciation 808,032
OTHER ASSETS
Security deposit and other assets 25,185
-----------
25,185
-----------
Total assets $ 4,469,700
-----------
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
2
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 796,321
Loans payable 61,115
Escrow funds and amounts due boxers and players 8,500
Income taxes payable 600
------------
Total Current Liabilities $ 866,536
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 20,000,000 shares;
shares issued, 13,090,263 shares 130,903
Additional paid-in capital 15,772,928
Accumulated deficit (12,288,317)
Demand note receivable on private issuance of Common Stock (12,350)
------------
3,603,164
------------
Total Liabilities and Stockholders' Equity $ 4,469,700
------------
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
3
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- ---------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Purse income $ 19,283 $ 17,774 $ 37,189 $ 604,512
Commission income 5,000 4,125 5,000 47,292
Contract and agency fees 30,000 12,070 30,000 49,570
Endorsements and Marketing fees 136,567 28,500 162,332 64,025
Ticket revenues 17,813 17,873 0
0
Merchandise revenues 88,424 143,474 152,602 157,616
---------- --------- -------- --------
297,087 205,943 404,996 923,015
---------- --------- -------- --------
Cost of Revenues 92,304 0 115,000 0
Boxing, Training and related expenses 132,060 147,871 283,803 438,597
Promotion and other operating expenses 905,694 1,371,184 2,002,042 2,132,960
---------- --------- -------- --------
1,130,058 1,519,055 2,251,382 2,571,557
---------- --------- -------- --------
Loss from operations (832,971) (1,313,112) (1,995,849) (1,648,542)
---------- --------- -------- --------
Other income:
Interest and dividend income 36,339 40,645 60,665 50,793
Other 0 1,377 0 2,172
---------- --------- ----------- -----------
36,339 42,022 60,665 52,965
---------- --------- ----------- -----------
Loss before income taxes (796,632) (1,271,090) (1,935,184) (1,595,577)
Income taxes 240 1,376 240 3,230
---------- ----------- ----------- -----------
NET LOSS $ (796,872) $ (1,272,466) $ (1,935,424) $ (1,598,807)
========== =========== =========== ===========
BASIS LOSS PER SHARE $ (0.08) $ (0.18) $ (0.18) $ (0.24)
========== =========== ========== ===========
WEIGHTED AVERAGE 10,128,135 6,999,697 11,033,674 6,672,554
========== =========== ========== ===========
</TABLE>
See notes to Unaudited Condensed Consolidated Financial Statements.
4
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash Flow from Operating Activities $ (2,307,923) $ (1,669,056)
Cash Flows from Investing Activities (1,259,657) (498,413)
Cash Flows from Financing Activities 5,562,001 1,467,311
----------- -----------
Net Increase in Cash and Cash Equivalents 1,994,421 296,668
115,160 745,137
----------- -----------
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period $ 2,109,581 $ 1,041,805
----------- -----------
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Income Taxes $ 240 $ 1,703
=========== ===========
</TABLE>
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, principally to boxers, football and
basketball players.
2. Basis of Presentation:
The Condensed 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 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 six months
ended June 30, 1999, are not necessarily indicative of results to be
expected for the entire year ending December 31, 1999.
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 90% owned by the Company and Sportcut.com, Inc., which company is
96.5% owned by the Company. The excess of the accumulated deficits of
these majority owned subsidiaries over the equity capital thereof have
been included in the operations of the Parent Company (WWES).
2. Purse revenue is recognized upon completion of a fight, as a
percentage of the boxer's purse. Ticket and commission revenues are
recognized at the time of the fight. Contract and agency fee revenues
are recognized ratably over the various athletic seasons. Merchandise
revenue is recognized upon the sale of memorabilia merchandise.
3. Basic net loss per share is computed by dividing net loss by the
weighted average number of shares of Common Stock outstanding during the
year. Diluted EPS has not been presented because its effect would be
anti-dilutive.
4. The Company files a consolidated federal income tax return and has
net operating loss carryforwards for Federal income tax purposes,
expiring in 2018 amounting to approximately $9,600,000. No deferred tax
asset is shown on the accompanying condensed consolidated balance sheet
due to a related valuation allowance equal to the balance of the
deferred tax asset.
5. For purposes of the statement of cash flows, all highly liquid
investments with original maturities of three months or less are
considered to be cash equivalents. Cash balances are maintained in
several financial institutions insured by the Federal Deposit Insurance
Corporation. At June 30, 1999, the Company's uninsured cash balances
amounted to approximately $1,000,486, including certificates of deposit.
6
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
6. Inventory is stated at cost or market, which ever is lower. Cost is
determined by the first-in, first-out method.
NOTE C -- ISSUANCE OF COMMON STOCK
During the three months ended June 30, 1999, the Board of Directors
approved the issuance of certain shares of common stock of WWES as
follows:
396,000 shares of restricted common stock for consulting services and
other services rendered or to be rendered by six different consulting
firms and two individuals;
175,000 shares of restricted common stock to two executives of WWES,
50,000 of such shares constituting a bonus to one executive and the
remainder constituting a severance payment to a long-standing executive
of WWES in consideration of his employment services;
500,000 shares of restricted common stock to an individual in
consideration of his agreement to become a member of the Board of
Directors of WWES for a minimum term of three years;
20,000 shares of restricted common stock to an individual as part of
his compensation as Executive Vice President pursuant to the terms of
his employment agreement with WWES; and
25,000 shares of restricted common stock to certain individuals in
consideration of their lending sums to WWES on an unsecured basis.
NOTE D -- STOCK OPTION AND WARRANT GRANTS
On May 24, 1999, the Board of Directors of WWES authorized the issuance
of 25,000 nonqualifying options to an executive of WWES, exercisable at
$2.00 a share for a five year term.
7
<PAGE>
On May 24, 1999, the Board of Directors of WWES authorized the issuance
of 25,000 non-qualifying options to an executive of WWES, exercisable
at $2.25 a share for a five year term.
On May 24, 1999, the Board of Directors of WWES authorized the issuance
of 50,000 non-qualifying options to an executive search firm for
services rendered, exercisable at $2.50 a share for a five year term.
On May 24, 1999, the Board of Directors of WWES authorized the issuance
of 25,000 non-qualifying options to an executive of WWES, exercisable
at $2.25 a share for a five year term.
On June 14, 1999, the Board of Directors of WWES authorized the
issuance of a warrant to acquire 59,525 shares of common stock to a
consulting firm at an exercise price of $1.85 a share for a two year
term.
On June 14, 1999, the Board of Directors of WWES authorized the
issuance of a warrant to acquire 10,000 shares of common stock to two
individuals for promotional services at an exercise price of $2.25 a
share for a five year term.
On June 28, 1999, the Board of Directors of WWES authorized the
issuance of 20,000 non-qualifying options to an executive of WWES,
exercisable at $2.00 a share for a five year term.
NOTE E -- COMMITMENTS AND OTHER MATTERS
The Company has entered into long-term management contracts with a
number of professional boxers, football players and basketball players.
The Company receives varying rates of purses, contracts, public
appearances and compensation, depending upon the sport and applicable
rules of the professional sports associations.
The Company has entered into employment agreements with key executives
which are for five year terms from inception, and include, among other
things, signing bonuses, automobile allowances and additional bonuses
based upon agreed upon circumstances.
The minority stockholder of WWBM has entered into a stockholder
agreement with WWES, providing that, in the event WWES desires to sell
all of its shares in this subsidiary to an unrelated third party, then
the minority stockholder is required to sell all of its shares to the
purchaser to effectuate a share exchange. Other provisions are included
in the agreements governing termination of employment and loans and
exchanges with the minority stockholder.
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, to
continue the business operations of various entities engaged in the management
of professional boxers, each controlled by the Company's Chief Executive
Officer.
8
<PAGE>
In January 1996, the Company established its Team Sports Division through the
formation of Worldwide Team Sports, Inc. ("WWTS"). 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"). In March 1997, the Company established Worldwide Football Management,
Inc. ("WWFM"), as a separate entity to continue its agency, marketing and
management services to professional football players. While the Company has
succeeded to the operations of these businesses, the prior operating results
of such separate businesses should not be viewed as representative of the
future results of operations of the Company.
In April 1999, the Company announced that it had formed a subsidiary,
Sportcut.com, Inc. through which the Company intends to develop and operate a
sports-themed internet business. Subsequently, in July, 1999, the Company
announced that it had put in place a senior management team with significant
Internet experience to lead this business. R. Michael Bermeo was named as Chief
Executive Officer of Sportcut.com, Inc. and Mr. Scott Brown was named as Chief
Operating Officer of this new company. Mr. Bermeo is a founding principal in
Bsquared Communications, Inc., a strategic marketing and technology firm focused
in the new media realm and Mr. Brown was formerly Vice President of Operations
at Paramount Advertiser Services, and has substantial experience in marketing as
well as media planning and buying. The company has incurred significant fees and
expenses in the development of this project and will likely seek additional
financing in connection therewith.
In March 1999, the Company entered into a Joint Venture Agreement with
Munisteri Sports & Entertainment, Inc., a Texas based boxing management company,
pursuant to which the Company has acquired the right to receive 50% of the
purses and other revenues generated by seven heavyweight boxers under management
by Munisteri Sports & Entertainment. The Company has certain funding obligations
for these boxers, currently aggregating $7,000 per month over the next three
years and may be required to contribute an additional $50,000 over the next two
years should certain revenue targets be achieved. The seven heavyweight boxers
are Ike Ibeabuchi, Obed Sullivan, Derrick Banks, Talmadge Griffis, David
Bostice, Ed Wright and Robert Davis.
Establishing and maintaining a presence in the areas of 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.
9
<PAGE>
The Company's revenues from such areas 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 up to 3% or
4%, respectively, for professional football and basketball player contracts
(although occasionally lower percentages are agreed upon) to 10% or 20% for
endorsement and marketing revenues.
The timing of receipt of such 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 development of the Company's Internet presence will continue to
require the expenditure of funds in the forseeable future to ramp up and launch
the Sportcut.com website. Going forward, the Company will continue to spend
money to attempt to place Sportcut.com at the vanguard of Internet sites.
Revenues from the site are not anticipated to follow a seasonal pattern.
Six Months Ended June 30, 1999 Compared with Six Months Ended June 30, 1998
Net revenues for the six months ended June 30, 1999 were $404,996, as
compared to $923,015 for the six months ended June 30, 1998. Purse income
decreased to $37,189 for the 1999 period, as compared to $604,512 for the 1998
period as a result of the size of the purse for a Shannon Briggs heavyweight
championship fight during the 1998 period and relatively few bouts in the 1999
period, most of which were through joint venture arrangements, in which the
Company receives a portion of the management fee. In addition, during the six
months ended June 30, 1999, the Company recognized merchandise revenues from the
sale of memorabilia amounting to $152,602 compared to $157,616 for the 1998
period. The six months ended June 30, 1999 reflect agency fees of $30,000
compared to $49,570 in the comparable 1998 period. The Company ceased active
basketball operations in the third quarter of 1998. In addition, during the 1999
period, marketing fee income was $162,332, as compared to $64,025 for the 1998
period, as a result of increased activities by the Marketing Division of WWTS.
Total expenses for the six months ended June 30, 1999 decreased to
$2,400,845, as compared to $2,571,557 for the six months ended June 30, 1998.
Boxing, training and related expenses decreased to $283,803 for the six months
ended June 30, 1999 from $438,597 for the 1998 period, as a result of the fewer
number of bouts in the 1999 period, offset by costs incurred with new joint
venture arrangements commenced in 1999. Promotion and other operating expenses
decreased to $2,002,042 for the 1999 six-month period as compared to $2,132,960
for the 1998 six months. Such decrease was attributable to a decrease in total
salaries and bonuses by approximately $135,000 during the 1999 period to
approximately $665,000 during the 1999 period compared to $800,000 during the
corresponding 1998 period. Included in the expenses for the six months ended
June 30, 1999 is $115,000 of costs of products sold relating to sports
memorabilia sold by the Company during this period. In addition, promotional and
recruiting expenses, consisting largely of travel and entertainment expenses,
increased in the 1999 six month period in conjunction with the company's
increased level of activities in the player agency and marketing areas.
In addition, during the second quarter of 1999, the Company invested
approximately $760,000 in the formation of its Sportcut.com, Inc. subsidiary
including the development of the Internet website through which Sportcut.com
will conduct its operations.
As a result of the foregoing, net loss for the six months ended June
30, 1999 increased to $1,935,424 as compared to $1,598,807 for the comparable
June 30, 1998 period.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of operating capital has been provided
by public and private sales of the Company's equity securities, as supplemented
by revenues from operations. At June 30, 1999, the Company had working capital
of $2,769,947, which amount was primarily the remaining net proceeds from the
Company's secondary public offering in the first quarter of 1999. During the
quarter, Sportcut.com, Inc. invested $760,000 on the development of its Internet
business, Sportcut.com.
The Company's material commitments for capital expenditure are
management salaries, anticipated training expenses and recruitment expenses.
Management salaries are approximately $825,000 per annum, which could increase
if the Company develops a need for additional executive management. Training
expenses for the year are estimated at approximately $600,000, depending upon
the number of bouts. Recruitment and promotional expenses are estimated to
approximate $1,000,000, subject to variations depending upon player availability
and recruiting success. The foregoing represents the expected significant uses
of working capital during the next twelve months. Although the Company believes
that its current cash and cash equivalents will be sufficient to fund its
operations over the next six months or longer, there can be no assurance that
the Company will have sufficient revenues after such time to fund its operating
requirements. Accordingly, the Company may be required to seek additional
financing through bank borrowings, private or public debt or equity financing or
otherwise. There can be no assurance that any such financing will be available
to the Company on favorable terms, if at all.
11
<PAGE>
PART II.
Item 1. Legal Proceedings.
In 1999, WWBM filed a complaint against Mr. Derek Anderson in Superior
Court of New Jersey alleging, among other things, that, Mr. Anderson breached a
marketing contract between Mr. Anderson and WWBM by failing to pay WWBM an
amount equal to fifteen percent of all sums received by Mr. Anderson under the
terms of an endorsement contract between Mr. Anderson and Nike, Inc. Mr.
Anderson failed to answer such complaint and WWBM is proceeding to take the
appropriate action in order to obtain a judgment against Mr. Anderson.
In 1999, the Company filed an action against Mr. Darnell Jones and
Summit Management International, Inc. in New York Supreme Court to recover the
sum of $41,000 plus interest and attorneys fees due and owing under the terms of
a promissory note issued by such defendants in favor of the Company. The
defendants failed to answer such action and the Company is proceeding to take
the appropriate action in order to obtain a judgment against such defendants.
Item 2. Other Information
In June 1999, the Company announced that Mr. Charles Koppelman had
joined the Company's Board of Directors. Mr. Koppelman has a long distinguished
career in the entertainment industry and is currently Chairman and Chief
Executive Officer of CAK Universal Credit Corp., a leading entertainment finance
company. He is also former Chairman and Chief Executive Officer of EMI Records
Group North America.
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 16, 1999 /s/ Marc Roberts
--------------- -------------------------------------
Marc Roberts, President
(Principal Executive Officer)
Date August 16, 1999 /s/ Roy Roberts
--------------- -------------------------------------
Roy Roberts, Chief Financial Officer
(Principal Financial Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from Worldwide
Entertainment & Sports Corp. Form 10-Q for the quarter ended June 30, 1997.
</LEGEND>
<CIK> 0001002325
<NAME> WORLDWIDE ENTERTAINMENT & SPORTS CORP.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,109,581
<SECURITIES> 0
<RECEIVABLES> 436,023
<ALLOWANCES> 276,208
<INVENTORY> 0
<CURRENT-ASSETS> 3,636,483
<PP&E> 107,143
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,469,700
<CURRENT-LIABILITIES> 866,536
<BONDS> 0
<COMMON> 0
0
130,903
<OTHER-SE> 3,603,164
<TOTAL-LIABILITY-AND-EQUITY> 4,469,700
<SALES> 0
<TOTAL-REVENUES> 404,996
<CGS> 0
<TOTAL-COSTS> 2,251,557
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,935,184)
<INCOME-TAX> 240
<INCOME-CONTINUING> (1,935,424)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,935,424)
<EPS-BASIC> (.19)
<EPS-DILUTED> 0
</TABLE>
