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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 March 31, 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)
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Delaware 22-3393152
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
Incorporation or Organization)
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29 Northfield Avenue, West Orange, New Jersey 07052
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(Address of Principal Executive Offices)
(973) 325-3244
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(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
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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
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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 - 11,720,531 shares as of May 14, 1999
- - - --------------------------------------------------------------------
Transitional Small Business Disclosure Format (check one):
Yes No
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PART I.
Item 1. Financial Statements
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
ASSETS
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CURRENT ASSETS
Cash and cash equivalents $3,251,484
Certificates of deposit 500,000
Accounts receivable, less allowances for doubtful accounts of $276,208 380,767
Prepaid expenses and other current assets 37,928
Due from boxers and other related parties, net of allowances of $493,295 230,263
Investment in joint venture 75,000
Inventory of memorabilia 146,588
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Total Current Assets 4,622,030
PROPERTY AND EQUIPMENT-AT COST, net of accumulated
depreciation 53,265
OTHER ASSETS
Security deposit and other assets 1,500
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Total assets $4,676,795
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See notes to Unaudited Condensed Consolidated Financial Statements.
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WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
LIABILITIES
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CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 370,943
Loans payable 2,662
Escrow funds and amounts due boxers & players 52,612
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Total Current Liabilities 426,217
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 20,000,000 shares;
issued, 11,720,531 shares 117,205
Additional paid-in capital 15,637,163
Accumulated deficit
(11,491,440)
Demand note receivable on private issuance of Common Stock (12,350)
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4,250,578
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Total Liabilities and Stockholders' Equity $ 4,676,795
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See notes to Unaudited Condensed Consolidated Financial Statements.
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WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended March 31,
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1999 1998
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Purse income $ 17,906 $ 586,738
Commission income - 43,167
Contract agency fees 37,500
Endorsements and marketing fees 25,765 35,525
Ticket revenues 60 -
Merchandise revenues 64,178 14,142
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107,909 717,072
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Costs of revenues 22,696 -
Boxing, training and related expenses 151,743 290,726
Promotion and other operating expenses 1,096,348 761,776
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1,207,787 1,052,502
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Loss from operations (1,162,878) (335,430)
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Other income and (expenses):
Interest and dividend income 24,326 10,148
Other - 795
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24,326 10,943
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Loss before income taxes (1,138,552) (324,487)
Income taxes (credit) - 1,854
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NET LOSS $(1,138,552) $ (326,341)
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BASIC LOSS PER SHARE $ (0.12) $ (0.05)
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 9,217,333 6,439,435
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See noted to Unaudited Condensed Consolidated Financial Statements
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WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended March 31,
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1999 1998
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Cash Flows from Operating Activities $(1,776,214) $ 474,954
Cash Flows from Investing Activities (500,000) (619,907)
Cash Flows from Financing Activities 5,412,538 1,569,223
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Net Increase in Cash 3,136,324 2,664,084
Cash and Cash Equivalents at Beginning of Period 115,160 745,138
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Cash and Cash Equivalents at End of Period $ 3,251,484 $ 3,409,222
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Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Income Taxes $ 3,000 $ 800
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See notes to Unaudited Condensed Consolidated Financial Statements
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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 three months
ended March 31, 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. The excess of the accumulated deficits of this 90% owned
subsidiary over the equity capital thereof has 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 up to $100,000 for each bank. At March 31, 1999, the
Company's uninsured cash balances amounted to approximately $100,000,
including certificates of deposit.
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6. Inventory is stated at cost or market, whichever is lower. Cost is
determined by the first-in, first-out method.
NOTE C - SALES OF COMMON STOCK
During the three months ended March 31, 1999, the Board of Directors
approved the issuance of 350,000 shares, vesting over three year period,
in connection with the joint venture relationships with two boxing
management firms. In addition, the Board authorized the issuance of
50,000 shares to the Company's outside legal counsel in consideration
for legal services.
In February 1999, the Company, in a public offering, sold 4,333,333
shares of common stock pursuant to a Prospectus dated December 10, 1998.
The purchase price per share was $1.50. The sale of the Shares generated
net proceeds, after deduction of underwriting discounts and offering
expenses, of approximately $4,750,000.
In March 1999, the Board of Directors authorized the issuance of
(i) 100,000 shares of common stock to a joint venture partner in
connection with the establishment of a boxing joint venture, (ii)
265,000 shares of common stock vesting ratably over three years, to a
joint venture partner in connection with the establishment of a second
boxing joint venture, (iii) 65,000 shares of common stock in
consideration for legal services provided to the Company (of which
50,000 were were issued during the quarter ended March 31, 1999), and
(iv) 25,000 shares of common stock as an agency fee to a co-agent.
Except as indicated, such shares were not issued and outstanding as
of March 31, 1999.
NOTE D - STOCK OPTION GRANTS
On February 10, 1999 the Board of Directors authorized the issuance of
312,500 nonqualifying options, exercisable at $2.13 per share for a
five year term.
On March 29, 1999, the Board of Directors authorized the issuance of
250,000 non-qualifying stock options exercisable at $2.25 per 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 stockholder
agreements 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 his 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, and
since such date has succeeded to the business operations of various entities
engaged in the management of professional boxers, each controlled by the
Company's Chief Executive Officer. In January 1996, the Company established its
Teams 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. Due to the nature of these business operations and the
potential effect of the consolidation of such business within the Company,
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the prior operating results of such separate businesses may not necessarily be
representative of the future results of operations of the Company.
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.
In March 1998, for the purpose of promoting and marketing sports and
entertainment memorabilia the Company established the Worldwide Memorabilia
Division of WWTS. The Company has exclusive rights to market a sports
memorabilia catalog, pursuant to which the Company receives a fixed commission
on sales. In addition, the Company has accumulated a catalog of professional and
amateur football, baseball, basketball and hockey memorabilia. The catalog
includes autographed athletic attire, sport trading cards and sports
paraphernalia used by prominent athletes. The Company will seek to sell these
catalog items and other acquired memorabilia through various mediums including,
trade shows, mail order and retail sales. The Company has limited experience
with sports memorabilia sales.
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 retain the
services of qualified agents, 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 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 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 bouts. In addition, the size of the
Company's revenues can change based upon the success or failure of the Company's
boxers or the negotiation of player contracts with significant bonus provisions.
The Company's WWBM and WWFM subsidiaries can be expected to spend significantly
during the first eight months of each calendar year (particularly March through
July) for recruitment and related expenses, and to receive their revenues during
the last four and first three months of the year 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. In August
1998, the Company severed its relationship with its only NBA player's agent. One
of the Company's NFL Players' representatives has become registered with the NBA
as an agent.
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During the first quarter of 1999, the Company commenced the initial
stages of an internet website division, resulting in the incurrence of
additional administrative and consulting fees. The Company anticipates incurring
future significant fees and expenses should it proceed with this project, and
would likely seek additional financing in connection therewith.
Three Months Ended March 31, 1999 Compared with Three Months Ended
March 31, 1998
Net revenues for the three months ended March 31, 1999 were $107,909,
as compared to $717,072 for the three months ended March 31, 1998. Purse income
decreased to $17,906 for the 1999 period, as compared to $586,738 for the 1998
period, principally 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 1998 period, most of which were through joint venture arrangements. In
addition, during the three months ended March 31, 1999, the Company recognized
merchandise revenues from the sale of memorabilia amounting to $64,178, which
operation was started in March 1998. The three months ended March 31, 1999
reflect no contract agency fees, as compared to $37,500 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 $25,765, as
compared to $35,525 for the 1998 period, as a result of increased activities by
the Marketing Division of WWTS.
Total expenses for the three months ended March 31, 1999 increased to
$1,270,787, as compared to $1,052,502 for the 1998 period. Boxing, training and
related expenses amounted to $151,743 for the three months ended March 31, 1999
compared to $290,726 for the 1998 period. The principal reason for the decrease
was fewer number on bouts in the 1999 period, offset by costs incurred with new
joint venture arrangements commenced in 1999. Promotion and other operating
expenses increased to $1,096,348 for the 1999 three-month period as compared to
$761,766 for the corresponding 1998 three-month period. Such increase was
contributed to the increase in total salaries and bonuses by approximately
$166,000 during the 1998 period to approximately $430,000 during the 1999 period
compared to $264,000 during the corresponding 1998 period. Included in the
expenses for the three months ended March 31, 1999 is $22,696 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 three month period in
conjunction with the Company's increased level of activities in the player
agency and marketing areas and approximately $90,000 of expenses, primarily
consulting fees, related to the Company's proposed internet operation.
As a result of the foregoing, net loss for the three months ended March
31, 1999 increase to $1,138,552 as compared to $326,341 or the comparable March
31, 1998 period.
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 March 31, 1999, the Company had working capital
of $4,195,813 which amount was primarily the remaining net proceeds from the
Company's secondary public offering in the first quarter of 1999.
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. The Company believes that its
current cash and cash equivalents will be sufficient to fund its operations over
the next six months or longer. However 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
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or public debt or equity financing or otherwise. There can be no assurance that
such offering will be completed or that any other source of financing will be
available to the Company on favorable terms, if at all.
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PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
1. On February 17, 1999 the Company filed a Current Report on Form 8-K
to report the closing of its secondary public offering.
2. On March 3, 1999 the Company amended the foregoing Current Report.
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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.
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(Registrant)
Date: May 14, 1999 /s/ Marc Roberts
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Marc Roberts, President
Date: May 14, 1999 /s/ Roy Roberts
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Roy Roberts, Chief Financial Officer
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