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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT TO 1934
FOR THE TRANSITION PERIOD FROM ___ TO___
COMMISSION FILE NUMBER 0-21585
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
(Name of Small Business Issuer in its charter)
Delaware 22-3393152
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
29 Northfield Avenue, West Orange, NJ 07052
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(Address of Principal Executive Offices) (Zip Code)
(973) 325-3244
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Issuer's Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Exchange Act:
(none)
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Each class
- - - -------------------
Common Stock, $.01 par value
Redeemable Warrants
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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Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. (X)
State issuer's revenues for its most recent fiscal year. $1,118,243
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the last 60
days. $24,127,998, based upon a closing price of $1 5/8 on March 29, 2000
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each issuer's classes of common
equity, as of the latest practicable date: 18,791,771 shares as of March 29,
2000
Transitional Small Business Disclosure Format (check one):
Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
ORGANIZATION
Worldwide Entertainment & Sports Corp. (the "Company") was established in
1995 to engage in the business of providing management and agency services to
professional athletes and entertainers. The Company, either directly or through
its subsidiaries, provides such services principally to professional boxers,
football players and race car teams and drivers. The Company also offers
marketing and commercial endorsement agency services to professional athletes in
all sports.
In 1995, the Company succeeded to the business operations of entities
previously operated by Marc Roberts, the Company's Chief Executive Officer. Mr.
Roberts has managed professional boxers for over 20 years. The Company currently
is a party to exclusive management contracts with three boxers -- Charles
Murray, Shannon Briggs and Danell Nicholson -- pursuant to which the Company
retains a percentage, ranging from 15% to 33 1/2%, of the boxers' purses from
all professional boxing contests and exhibitions during the term of the
contracts. Pursuant to those contracts, the Company is also entitled to receive
10% to 20% of all fees, honoraria or other compensation payable to the boxers
for product endorsements, speaking engagements, personal appearances or other
commercial performances. In addition, the Company has entered into Management
Agreements, Promotion Agreements and Joint
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Venture Agreements by which it is entitled to percentages of purses earned, and
other revenues generated by, ten other boxers.
In January 1996, the Company established its Team Sports Division through
the formation of Worldwide Team Sports, Inc. ("WWTS"), initially concentrating
in the business of representing professional football players, and employed a
registered NFL contract advisor in connection therewith. 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 the summer of 1998, the Company severed its relationship with
WWBM's management and WWBM has been largely inactive since that time.
In March 1997, the Company established Worldwide Football Management, Inc.
("WWFM"), as a separate subsidiary to continue to provide agency, marketing and
management services to professional football players and hired an additional
registered contract advisor to serve as its president. The Company intends to
establish additional divisions within its Team Sports Division or create
separate wholly-owned subsidiaries for each additional team sport into which the
Company expands its operations. The Company established two additional divisions
of WWTS -- the Worldwide Memorabilia Division, in March 1998, for the purpose of
the procuring, developing and consummating commercial transactions involving
sports and entertainment memorabilia, and the Worldwide Marketing Division
("WWMD"), in 1997, for the purpose of developing commercial and marketing
opportunities for athletes and entertainers, including the Company's clients.
Likewise, in 1998, the Company formed its Motorsports Division for the purpose
of procuring sponsorship and endorsement opportunities for race car teams and
drivers in the NASCAR, CART, and INDY racing series.
In April 1999, the Company formed a subsidiary, Sportcut.com, Inc.
("Sportcut.com"), through which the Company intends to develop and operate a
sports-themed Internet business. Sportcut.com is a sports web site that
entertains its visitors through a combination of cutting edge and in-depth
sports and entertainment content, interactive webcasting opportunities and the
sale of sports merchandise. Sportcut.com seeks to integrate sports and
entertainment programming in an interactive fashion through the implementation
of its integrated web production strategy. The Company believes that
Sportcut.com will benefit from the Company's experience and relationships in the
sports agency business and will be able to leverage the Company's representation
of numerous professional athletes in the National Football League, NASCAR and
boxing to enhance Sportcut.com's content offerings to its visitors, providing
users with a close look at the sports business and the celebrity of sports. The
Sportcut Website presently offers several features including an online sports
magazine, a sports memorabilia auction, online games, and an online community
section. As of December 31, 1999, Sportcut.com employed 25 full-time executives.
Sportcut.com launched its website, www.sportcut.com (the "Sportcut
Website") on November 30, 1999, and received 12 million "hits" during its launch
date according to Nielsen/NetRatings, which Sports Illustrated Magazine called
"a record for a web sports site." The Sportcut.com launch coincided with the
announcement that the Sportcut Website was authorized by Pete Rose to serve as
the home of the exclusive online poll for visitors to express their support or
opposition to Pete Rose's induction into the Baseball Hall of Fame. The
extraordinary success of the launch of the Sportcut Website created widespread
publicity for its brand name, including obtaining approximately 250,000
registered users, and receiving over 600 print placements discussing the Pete
Rose on-line petition, including two USA Today cover stories, a Newsweek cover
story, two Sports Illustrated placements, a Time magazine placement and others
in the New York Times, USA Today Baseball Weekly, Washington Post Los Angeles
Times, Boston Globe, San Francisco Chronicle, Chicago Tribune, New York Daily
News, New York Post, Dallas Morning News among other print media as well as
coverage/interviews with Mr. Rose on the CBS Early Show, two segments on the
Today Show, World News Tonight with Peter Jennings, CBS Network News, The Late
Show with Craig Kilborn, Extra, Rivera Live, ESPN Sports Center, CNN, Fox Sports
Network, WABC-NY, WCBS-NY, WNBC-NY, and the Howard Stern Radio Show.
The Pete Rose poll and the tremendous attention it received is an
example of the kind of media penetration the Company believes Sportcut.com will
be able to accomplish and maintain through the integration of Internet
technology with high
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profile provocative sports and entertainment content. The Company believes that
by offering visitors access to sports entertainment content through its
integrated web productions, Sportcut.com will be able to generate revenues from
direct sales, advertising, sponsorship and strategic alliances. Sportcut.com has
a seasoned and capable management team which is executing this business
strategy. In September 1999, the Company announced that it had retained Jordan
Schlachter to serve as Chief Executive Officer to lead this business. Mr.
Schlachter was previously employed as Director of Financial Planning and
Analysis of NBA Properties where he was involved in financial operations,
business planning, marketing and administration. Pursuant to an Agreement dated
as of October 12, 1999 among Charles Koppelman, the Company and Sportcut, Mr.
Koppelman agreed to serve as Chairman of Sportcut.com for a minimum three year
term through October 31, 2002. In June 1999, the Company announced that Mr.
Koppelman had joined the Company's Board of Directors. Mr. Koppelman is
currently chairman and Chief Executive Officer of CAK Universal Credit Corp., a
leading entertainment finance company and was previously Chairman and Chief
Executive Officer of EMI Records Group North America. In the Company's view, the
parent-subsidiary relationship between the Company and Sportcut.com coupled with
Charles Koppelman's reputation and experience in building prominent
entertainment companies may provide Sportcut.com with an advantage in achieving
access and insight into the business and celebrity of sports. There can be no
assurance, however, of achieving such an advantage in obtaining such access and
insight.
In January 2000, the Company announced that it had completed a
$6,000,000 private placement of its common stock. The proceeds from the private
placement have been and will be used as working capital for Sportcut.com and for
the Company's general corporate purposes. The Company believes that Sportcut.com
will need substantial additional capital during 2000 to fund its operations.
In February 2000, the Company announced its intention to build a network of
sports and entertainment companies on the Internet through a combination of
acquisitions and in-house development. As an initial step in implementing this
strategy, the Company, through its wholly owned subsidiary, Worldwide
Houseofboxing.com, Inc.("HOB"), acquired House of Boxing, an Internet boxing
website located at www.Houseofboxing.com (the "HOB Website"),for cash and stock
totaling approximately $1 million, payable over five years. The HOB Website
acquisition is part of the Company's strategy to acquire and invest in
entertainment and sports related Internet businesses in order to leverage the
inter-company synergies between acquired Internet companies, Sportcut.com and
the Company's core athlete management business. The Company intends to seek the
necessary resources to acquire and grow such companies which in turn will
provide Sportcut.com with additional content and help drive traffic to the
Sportcut Website. The Company is also pursuing additional acquisitions in sports
Internet verticals, although there is no assurance that such acquisitions will
be effected.
In connection with the HOB Website acquisition, the principals of the HOB
Website, Gary Randall and Douglass Fischer, executed five year employment
agreements with HOB pursuant to which they will continue to be responsible for
the overall operations of the HOB Website. The HOB Website is one of the most
comprehensive sources for boxing information on the Internet. HOB provides
boxing fans with fight news, streaming video and audio profiles of prominent
fighters and other personalities involved in boxing and pre-and post-fight
interviews with the top fighters and personalities in the sport and business of
boxing. In addition, HOB provides branded content distribution to other sports
publications and is developing an e-commerce store for its web site through
which HOB presently plans to sell boxing equipment and apparel and boxing
memorabilia. HOB is also exploring the prospects of marketing pay-per-view
licenses to view major boxing matches on-line at the HOB Website or on the
additional boxing related web site owned by HOB, www.boxingpayperview.com and is
also considering the prospects of engaging in live webcasts of boxing matches on
the HOB Website, although there is no assurance that HOB will effect such
potential areas of business or that available technology will make such business
plans feasible.
The Company expects to provide content to HOB through leveraging its
relationships with boxers managed by the Company's boxing division and utilizing
the professional relationships established by Chief Executive Officer Marc
Roberts who has twenty years experience as a boxing manager and promoter. In
March 2000, the
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Company announced that HOB had executed a five year employment agreement with
Mr. Michael Katz, the long-time prominent boxing sports writer for The New York
Daily News, to write boxing content exclusively for HOB with a minimum of three
feature articles, news stories or columns per week to be published on the HOB
Website. Mr. Katz has won numerous writing awards including the Nat Fleischer
Award for "excellence in boxing journalism", the sports equivalent of a
Pulitzer. He is also the recipient of two Associated Press Sports Editor Awards
and two New York Times Publisher's Awards. The hiring of Michael Katz
exemplifies the Company's ability to leverage its relationships in the sports
agency business to help provide valuable content to its Internet subsidiary,
HOB.
THE BOXING DIVISION
The Company's boxing division is under the direct supervision of Marc
Roberts, the Company's President. Mr. Roberts has over 20 years experience in
the management of professional boxers. The Company has Management Agreements
with three professional boxers. In addition, the Company has entered into
Management Agreements, Promotion Agreements and Joint Venture Agreements by
which it is entitled to percentages of purses earned, and other revenues
generated by, ten other boxers.
Professional Boxing
The business of boxing management is highly competitive and the ability
to generate revenues is highly unpredictable. The role of a manager,
such as the
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Company, is to advise its boxers on career development, training and business
planning matters, to solicit the arrangement of matches with potential
opponents, to advise the boxers regarding participation in bouts requested by
others, and to negotiate the terms thereof, including purse payments, and the
selection of opponents with promoters of bouts. The Company believes that unless
and until a boxer attains championship or, in the case of a heavyweight, top
contender status, his purses will not be at a level that will generate
sufficient revenues for the Company to offset its costs and advances.
The recruitment and development of young professional boxers is a major
expense of boxer management. A would-be manager faces stiff competition from
other entities in pursuit of quality boxers. There are a limited number of
potential participants for bouts with significant purses and a limited number of
promoters to organize such bouts. There can be no assurance that any boxer who
may be managed by the Company in the future, will ever generate sufficient
revenues to allow the Company to recoup its expenditures.
Boxing Regulation
The management of professional boxers and other athletes is subject to
licensing and regulation by state athletic commissions and agencies as well as
federal regulation. The Company's President, Marc Roberts, has obtained licenses
to act as a manager from the governing agencies in New Jersey, New York and
Nevada. Management licenses were obtained in the other host states immediately
prior to the bouts held therein, and the Company, or its employees or
representatives, as applicable, will seek the appropriate licenses from other
states as warranted. The various state athletic commissions have their own
rules and regulations which govern boxing contests and events taking place
in their states and have promulgated their own standards for boxer-management
contracts, including maximum permissible duration and management fees. In
some instances such provisions conflict with the legislation and rules and
regulations of other states, as well as with the terms of the Company's
management agreements. To date, the terms of the Company's management agreements
have not restricted the Company's boxers from engaging in bouts in other states.
The Company's management agreements provide, however, that in the event any
provision of such agreements is held invalid or unenforceable by a host state,
such provision shall be deleted or construed in accordance with the rules of
the host state. Difficulties or failure in obtaining or maintaining required
licenses or approvals from state athletic commissions or agencies or otherwise
complying with their rules or regulations could prevent the Company from
enforcing its rights under its management contracts or placing its boxers in
contests or exhibitions in certain states. To date, there have been no such
difficulties with the Company's management agreements.
The Boxers
The Company currently manages the following three professional boxers
pursuant to exclusive management contracts:
Shannon Briggs has been boxing professionally since July 1992.
Mr. Briggs has a professional record of 33 wins and 2 losses and one tie. Most
recently, Mr. Briggs won a third round knockout against Warren Williams in
February 2000. He defeated George Foreman in November of 1997, and in March
1998, Mr. Briggs lost a title bout with Lennox Lewis, the WBC Heavyweight
Champion. In August 1999, he fought Frans Botha to a draw. In April 1998,
Mr. Briggs renewed his management agreement for a five year term.
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Danell Nicholson was a heavyweight on the 1992 U.S.A. Olympic team. Mr.
Nicholson lost a decision to the gold medalist Felix Savogne at the 1992
Olympics. After the 1992 Olympics Mr. Nicholson turned professional and has
since amassed a record of 36 wins, with 27 by knockout, and 3 losses. Mr.
Nicholson has won 14 consecutive bouts, the most recent victory a second round
knockout of Tony LaRussa in February 2000. Mr. Nicholson is presently the 6th
ranked heavyweight in the world by the International Boxing Federation. The
Company's management agreement with Mr. Nicholson, signed in December 1997, was
extended by the Company in December 1999 for an additional two year term,
through December 2001.
Charles "The Natural" Murray has been boxing professionally since March
1989. Mr. Murray formerly held the North American Boxing Federation (a lesser
sanctioning body) Junior Welterweight Championship and until 1997, was ranked in
the top ten by each of the WBC, IBF and WBA. Mr. Murray previously held the IBF
Junior Welterweight World Championship. Mr. Murray, who has a professional
record of 41 wins and 5 losses, was unsuccessful in his two 1997 bouts, but won
his most recent bout in October 1998.
Each of these boxers has entered into a management agreement with the
Company pursuant to which the Company will supervise and direct the boxer's
training activities, negotiate business opportunities on behalf of the boxer and
oversee all marketing and promotional activities regarding the boxer. The
Company negotiates with promoters on behalf of its boxers to determine which
bouts each boxer will engage in and the terms of the purses to be paid for such
bouts. In exchange for providing such services, the Company retains a percentage
of the purses from all professional boxing contests and exhibitions and all
fees, honoraria or other compensation payable to the boxer for product
endorsements, speaking engagements, personal appearances or other commercial
performances. An amount up to 10% each of the purses as well as all fees,
honoraria or other compensation payable to the boxer is generally paid by
the boxer to his trainer. The balance of the purse is retained by the boxer.
Although the Company's management contracts are not subject to cancellation by
the boxers, there can be no assurance that such individuals will honor their
contractual obligations.
In April 1997, the Company entered into a promotional contract with Alex
Trujillo. Mr Trujillo turned professional in 1996. Mr. Trujillo is a
lightweight, with an unbeaten record of 18-0 with 14 knockouts. Mr. Trujillo's
promotional contract was recently extended by the Company through April 2005.
The Company has an existing co-management agreement with Jesse Ferguson
and his manager, pursuant to which the Company has the right to receive a fixed
percentage of the gross purse of any bout in which Mr. Ferguson engages. The
underlying contract between Mr. Ferguson and his manager expires in October
2000, with the manager having the ability to renew the contract, at his sole
discretion, for two successive 12 month periods. Most recently, Mr. Ferguson
lost to Andrew Golota in January 1999.
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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. These boxers include Ike
Ibeabuchi, Obed Sullivan, Derrick Banks, Talmadge Griffis, David Bostice, Ed
Wright and Robert Davis.
For the year ended December 31, 1999, the Company recognized revenues of
approximately $231,011 attributable to the Company's share of its boxers'
purses, and from its joint venture arrangements and ticket sales. The Company
has realized limited revenues relating to product endorsements, speaking
engagements, personal appearances or other commercial performances from its
boxers. Historically, boxers have not been actively solicited for such
opportunities, and therefore the generation of significant revenue in this
regard is uncertain. The Company nevertheless intends to seek to maximize these
opportunities for its boxers through marketing opportunities and possible
Internet applications. There can be no guaranty of success in these efforts.
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TEAM SPORTS DIVISION
Worldwide Team Sports, Inc. ("WWTS") was originally formed for the
purpose of engaging in the business of providing contract negotiation, marketing
and advisory services to, and on behalf of, professional team sport athletes.
The Company subsequently formed sport-specific subsidiaries in football in 1997,
Worldwide Football Management, Inc. ("WWFM"), in basketball in 1996, Worldwide
Basketball Management, Inc. ("WWBM"), and formed a Motorsports Division in 1998,
Worldwide Motorsports Division ("WWMD"), employing professionals with experience
as agents and contract advisors ("Agents") in their respective sports. The
Company intends to continue to seek to hire or engage additional consultants who
are established professionals with rosters of athletes in various professional
sports as well as in the media profession, such as broadcasters.
The focus of the Company's sport-specific subsidiaries and divisions
has now been broadened to include a relationship to the Company's Internet
subsidiaries, Sportcut.com and HOB. The Company hopes to leverage its
relationships with professional athletes and its relationships generally in the
sports business into content for Sportcut.com and HOB, although there cannot be
any assurance that this effort will be successful.
Since the establishment of WWFM and WWBM as separate entities, the
Team Sports Division has been comprised of its Marketing Division, Memorabilia
Division and WWMD. There can be no assurance that any additional divisions will
be successfully created or that acquisitions of established sports agency
practices will be successfully completed.
The Company will seek to integrate the operations of WWTS with its
other divisions so as to provide its clients with professional and commercial
services intended to enable athletes to maximize their earning potential during
their playing careers and to capitalize on the recognizability, popularity and
marketability of professional athletes in today's media saturated sports
environment.
TEAM SPORTS AGENCY
Agents conduct compensation negotiations on behalf of individual players
and also provide advice and counsel in all other areas of the players'
professional careers, including career management decisions (e.g., free agency
options), the development and execution of marketing strategies and endorsement
opportunities. In addition to establishing a relationship with the athletes, a
knowledge of the league, team personnel, the league collective bargaining
agreements and the mechanics of the league's salary cap structure, which limits
the aggregate amount of salaries a team can pay its players, is material to
fulfilling the Agent's function. Agents must be able to assist their clients in
all stages of their careers. They must be familiar with the personnel needs of
the teams in the league to appropriately market and arrange showcases for their
rookie clients, and also must be familiar with each team's salary cap
limitations to best position veteran free agents to sign with a particular team.
In exchange for such services, an Agent generally receives 2% to 4% of his
player's team salary each season (which includes the player's base salary,
signing bonus and any performance bonus actually received by the player), during
the length of the contract which the Agent negotiated for his client with the
team. That revenue stream continues for so long as the player is paid pursuant
to such contract, even if the client changes Agents during that span. Once that
contract is completed, a player is free to use another Agent with no obligation
to his former Agent. An Agent's success therefore depends as much on his ability
to maintain a long term relationship with his players and his ability to attract
new valuable veteran and rookie talent as on his ability to negotiate favorable
contracts for his players. Revenues generated by the renegotiation of a contract
originally negotiated by another Agent are based solely on the incremental
salary increase, if any, resulting from such renegotiation. An Agent may also
receive greater percentage, often 15% to 20% of a player's compensation from
other sources of income.
Worldwide Football Management Inc.
In January 1996, the Company established its involvement in the
representation of professional football players through WWTS and employed a
registered NFL contract advisor in connection therewith.
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In March 1997 the Company hired a second registered contract advisor and
established WWFM as a separate, wholly-owned subsidiary for the purpose of
continuing to provide player agent services to professional football players,
including, but not limited to, contract negotiation, professional and personal
advisory services, and the identification and exploitation of endorsement and
marketing opportunities. WWFM intends to seek to identify and establish
relationships primarily with those athletes whose athletic abilities and
personal attributes make them, in the opinion of WWFM's management, most likely
to realize the maximum financial benefit from their athletic careers under
WWFM's direction. During the 1999-2000 NFL Season, the Company represented 41
NFL players, including, among others, Antonio Freeman, Bobby Engram, Curtis
Enis, O.J. McDuffie, Tyrone Wheatley, Charles Johnson and Rickey Dudley and
eight collegiate players whom the Company's Agents signed to player
representation contracts.
During 1999, WWFM's Chief Executive Officer, Mr. Joel Segal, negotiated
long-term player contracts aggregating approximately $87,000,000 on behalf of
Antonio Freeman of the Green Bay Packers, Charles Johnson of the Philadelphia
Eagles, O.J. McDuffie of the Miami Dolphins and Tyrone Wheatley of the Oakland
Raiders. The contract negotiated by Mr. Segal on behalf of Mr. Antonio Freeman
in August 1999, a seven year, $42 million dollar contract with a $10 million
signing bonus, constituted the largest contract ever received by any receiver in
National Football League history at the time.
With respect to the April 2000 National Football League draft of
college football players, the Company's Agents have presently signed player
representation contracts with eight college players who are eligible to be
selected in the 2000 National Football League draft.
The Company intends to further develop its football player agency
business through additions to WWFM's existing professional football player
clientele and is also considering potential expansion through the hiring of
additional Agents with existing football agency businesses. The Company's
success in the football agency arena will depend on its ability to acquire
existing sports agency practices, attract and retain the services of football
industry professionals, and in turn, on the ability of those professionals to
undertake the representation of successful professional athletes and to maintain
such relationships for a substantial period of time. The NFL Collective
Bargaining Agreement prohibits an organization from serving as a player's Agent,
and therefore the Company's football agency business growth will be dependent
upon its ability to retain and maintain the services, as employees or
consultants, of Agents who are willing to assign the commissions generated
thereby to the Company in exchange for a salary, stock and other compensation.
For the fiscal year ended December 31, 1999, the Company's football
agency operations generated revenues of $445,623 from contract negotiation fees.
Worldwide Basketball Management Inc.
In August 1996, the Company formed WWBM for the purpose of providing
player agent services to professional basketball players, including, but not
limited to, contract negotiation, professional and personal advisory services,
and the identification and exploitation of endorsement and marketing
opportunities. In connection with the formation of WWBM, its President and Vice
President each signed five year employment agreements with WWBM, effective
September 1, 1996, pursuant to which they assigned their respective rights and
interests in the revenues generated by players signed before 1996 and any
players they sign to valid player's representation agreements during their
employment by WWBM. In the Summer of 1998, the Company severed its relationship
with these officers and, since such time, WWBM has not actively pursued
representation agreements with professional basketball players for contract
advisory services. The Company currently receives revenue from an agreement with
one National Basketball Association ("NBA") player, Mr. Derek Anderson.
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For the year ended December 31, 1999, WWBM generated revenues of $64,530.
Worldwide Marketing Division
The WWTS marketing division caters to the development of commercial and
marketing opportunities for athletes and entertainers, including the Company's
clients. The Marketing Division seeks to generate opportunities for non-sport
exploitation of all of the Company's clients' names and personalities by
focusing on the lucrative merchandising, endorsement, public appearance and
licensing opportunities available to today's better known athletes. For these
efforts, the Company receives a percentage of any revenues generated by these
opportunities as a commission, customarily ranging from 10% and 20%. The
Marketing Division also endeavors to arrange marketing opportunities and public
appearances for the athletes of other agencies, in which event the Company
customarily shares up to 50% of the commission generated. WWMD currently
represents NASCAR racing teams and NASCAR race car drivers such as
Chad Chaffin. In November 1998, WWMD procured a three primary sponsorship from
Castrol North America, Inc. for Brewco Motorsports' racing car driven by
Mr. Casey Atwood in the NASCAR Busch Grand National Series.
In March 2000 WWMD announced that it had procured seven licensing
contracts on behalf of Crews, Inc., a worldwide leader in eye and face
protection products based in Memphis, Tennessee. The licensing contracts are
with prominent NASCAR race car teams, drivers and sponsors, including 1999
Winston Cup Champion and the Winner of the 2000 Daytona 500, Dale Jarrett;
1999 NASCAR rookie of the year, Tony Stewart; prominent Winston Cup drivers
Bobby Labonte; Rusty Wallace; Terry Labonte, Ricky Rudd and Busch Grand
National Series driver Casey Atwood. These licensing contracts relate to Crews,
Inc. licensing the marks for the drivers' names, likeness, likeness of car, name
of sponsor, team names and logos for the use on Crews' eye and face safety
glasses. Production and sale of these items on a mass scale is planned by Crews
to commence in April 2000.
For the year ended December 31, 1999, the Marketing Division generated
revenues of $181,475.
Worldwide Memorabilia Division
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 accumulated an inventory of sports
memorabilia, principally professional football, baseball, basketball and hockey
memorabilia. The memorabilia includes autographed athletic attire, equipment,
lithographs, and sports paraphernalia used by prominent athletes. In 1999, the
Company terminated its relationship with the executive principally responsible
for operating the Memorabilia Division. The Company is presently planning on
selling its memorabilia inventory through its Internet subsidiaries,
Sportcut.com and HOB as well as through auction sites on the Internet.
For the year ended December 31, 1999, the Memorabilia Division generated
revenues of $160,525.
COMPETITION
The Company's Internet subsidiaries Sportcut.com and HOB face intense
competition from numerous Internet sports and entertainment companies many of
which are better capitalized than Sportcut.com and HOB and/or have relationships
or are owned by major media companies such as CBS Sportsline, Espn and Cnn/SI.
The market for sports entertainment content is large. IntelliQuest estimates
that more than half of U.S. Internet users--approximately 32 million adults
presently--use the World Wide Web to gather sports information. Yahoo's sports
index yields almost 4,000 sites for basketball alone. According to Media Metrix
Inc., 5 out of the top 15 Internet sites in October 1999 were sports or
entertainment sites. The Company believes that traditional large-scale sports
websites such as CBS Sportsline, Espn, and CNN/SI emphasize sports news
information. By contrast, Sportcut.com and HOB seek to present their visitors
with the behind the scenes access to provocative sports and entertainment
celebrities and the business of sports and entertainment in a model emphasizing
interactive technology. There can be no assurance however that such a model will
be successful of if successful will not applied by a company with more resources
than the Company.
Likewise, The Company faces intense competition from an increasingly
crowded field of sports agents. As professional athletes' salaries continue to
grow, and the opportunities for additional revenues from commercial exploitation
and endorsements expand, more agents enter into this field, which has limited
12
<PAGE>
barriers to entry. In spite of the growing number of agents, each major
professional sport is dominated by one or two major agencies, representing a
substantial number of players, including those who generate the highest
salaries. This concentration of the recognized revenue generating athletes in
the hands of a few agents presents a potential barrier which could prevent the
Team Sports Division from realizing its growth objectives.
The Marketing Division also faces competition from more established and
experienced agencies such as Nike Sports Management, Steiner Sport Marketing,
SFX Entertainment, Inc., and Advantage International, which currently provide
endorsement opportunities to athletes. There are no barriers to entry in this
industry and success is dependent upon establishing and maintaining
relationships with persons and entities capable of providing endorsement
opportunities and identifying trends and issues to capitalize on fleeting
popular currents. Since the Company's October 1996 public offering, additional
companies, such as SFX Entertainment Inc. have become public companies and have
contributed to a consolidation of sports management and marketing agencies.
The boxers managed by the Company face intense competition from numerous
professional boxers in their respective weight classes both in the boxing ring
as well as for participation in bouts and press coverage. Such individuals also
compete for access to the services of promoters who have sufficient resources to
arrange bouts with large purses. Many boxers have long-term arrangements with
promoters, potentially providing such boxers with an advantage in arranging such
bouts. There can be no assurance that the individuals managed by the Company
will be able to compete successfully on any of these levels. Further, the
Company will be competing with numerous other managers and promoters, including
Don King Productions, Top Rank, Shelly Finkel Management, Cedric Kushner and
Main Events, many of which may have greater financial resources or recognition
in the industry than the Company, in the recruitment of new boxing talent.
EMPLOYEES
At December 31, 1999, the Company and its subsidiaries in the aggregate
had 34 employees. Fourteen of such persons perform executive functions, three
are Agents, two are marketing executives and fifteen perform clerical or
administrative functions. Subsequently, the Company expanded its number of
employees by the acquisition of HOB which is operated by two executives, Mr.
Gary Randall and Mr. Douglass Fischer, and by hiring Mr. Michael Katz as chief
sportswriter for HOB. The Company believes the number of persons currently
employed is adequate to conduct the Company's current level of business
operations. However, because of the service nature of the sports management
industry, and the Company's plan to expand its Internet network of sports
entertainment properties, the Company intends to seek to add new management
personnel to help operate its businesses.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company's principal executive offices are currently located at 29
Northfield Avenue, West Orange, New Jersey. The Company currently occupies
approximately 1,500 square feet of space, for which the Company pays a monthly
base rental of approximately $1,950. Until February 1999, the Company leased a
boxing training facility, comprising approximately 2,000 square feet, on a
month-to-month basis, at a base monthly rental of $1,500.
13
<PAGE>
Sportcut.com leased approximately 5,000 s.f. in New York City in December 1999
at 276 Fifth Avenue. The Company is anticipating leasing an additional 1900 s.f.
of space in the spring 2000 in the same building as the Sportcut.com office to
provide offices for certain of its sports agency executives and its legal
counsel who will be actively involved in providing assistance to Sportcut.com.
ITEM 3. 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 proceeded to take the
appropriate action in order to obtain a judgment against Mr. Anderson. On
November 10, 1999, the parties executed a Stipulation of Settlement settling
this action. In such Stipulation, Mr. Anderson agreed to pay WWBM the sum of
$170,817 according to a payment schedule over the next twelve months. In
addition, Mr. Anderson has agreed to pay WWBM additional sums equal to fifteen
percent (15%) of any sums received by Mr. Anderson from Nike, Inc. after the
date of the settlement under the terms of an endorsement contract between Mr.
Anderson and Nike, Inc. which endorsement contract expires on September 30,
2001.
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 obtained a default
judgment against them in the amount of $45,921.60. To date, the Company has been
unable to execute on such judgment against the defendants, and there is no
assurance regarding what recovery, if any, the Company will be able to obtain
from these defendants.
In November 1999, the Company and Sportcut.com entered into a final
settlement of their relationship with Bsquared Communications, Inc., a
technology consulting firm("Bsquared"), which they had retained in April 1999 to
help develop the Sportcut Website. This final settlement enabled the staff of
executives hired by Bsquared to develop the Sportcut Website to become full-time
executives of Sportcut, thereby assuring that Sportcut.com would have a
dedicated full-time staff to operate its business at its launch in November 1999
and in the future.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an Annual Meeting of Stockholders (the "Meeting") on
December 17, 1999 at the Sheraton Parsippany Hotel in Parsippany, New Jersey. At
the Meeting, the Stockholders approved each of the five proposals submitted by
Management of the Company. The five proposals each of which was approved by the
shareholders of the Company were as follows:
(1) To elect seven members to the Board of Directors of the Company.
The seven members elected were: Marc Roberts (12,448420 votes
for, 33,847 votes against);Allan Cohen (12,444,243 votes for,
38,014 votes against); Herbert Kozlov(12,448,410 votes for,
33,847 votes against);Harvey Silverman(12,448,410 votes for,
33,847 votes against); Charles Koppelman (12,448,410 votes for,
33,847 votes against); Jordan Schlachter (12,448,410 votes for,
33,847 votes against); and John D'Angelo(12,448,410 votes for,
33,847 votes against).
(2) To consider and vote upon a proposal to adopt the Company's 1999
Stock Option Plan (the "1999 Stock Option Plan"). This 1999 Stock
Option Plan authorized the Company to issue up to 2,000,000
options to acquire common stock of the Company to employees. The
shareholders of the Company approved this proposal by 7,827,166
votes for, 331,110 votes against, and 202,450 abstentions.
(3) To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to (i) increase the number of
authorized shares of the Company's common stock from 20,000,000
to 60,000,000 shares and (ii) to increase the number of
authorized shares of the Company's "blank check" Preferred Stock
from 5,000 shares to 5,000,000 shares. The shareholders of the
Company approved this proposal by 7,911,930 votes for, 419,846
votes against and 28,950 abstentions.
(4) To consider and vote upon (i) a proposal to authorize the Company
to sell an additional 2,400,000 shares of common stock in the
second stage of a private placement of up to 5,000,000 shares in
the aggregate, in order to raise up to $6,000,000 to finance the
Company's Internet subsidiary, Sportcut.com and for general
corporate purposes; and (ii) certain compensation payable to the
placement agent in connection therewith. The shareholders of the
Company approved this proposal by 8,240,019 votes for, 103,554
votes against and 17,263 abstentions.
(5) To ratify the selection of Friedman Alpren & Green LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1999.
14
<PAGE>
The shareholders of the Company approved this proposal by
12,346,276 votes for, 16,881 votes against and 119,100
abstentions.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Common Stock and Redeemable Warrants are traded on the Nasdaq
SmallCap Market System under the, symbols "WWES" and "WWESW", respectively.
Until February 20, 1997, Units consisting of one share of Common Stock and one
Redeemable Warrant were also traded on such market. The following reported high
and low closing sales prices of the Company's Common Stock and Redeemable
Warrants for each quarter since the Company initial public offering in October
1996 were as follows:
<TABLE>
<CAPTION>
Common Stock Warrants
------------ ---------
High Low High Low
<S> <C> <C> <C> <C>
1998 First Quarter 2 29/32 1 1/2 .563 .250
Second Quarter 3 1/4 - .563 .0156
Third Quarter 2 3/8 1 3/8 .438 .063
Fourth Quarter 2 1/16 1 3/8 .250 .094
1999 First Quarter 2 1/4 1 1/4 .375 .094
Second Quarter 4 7/16 1 3/8 .813 .094
Third Quarter 2 30/32 1 1/2 .594 .281
Fourth Quarter 2 31/32 1 1/8 .594 .188
</TABLE>
As of December 31, 1999, the approximate number of holders of record of
shares of the Company's Common Stock was 2,033.
The Company has not paid a cash dividend on the Common Stock since its
public offering in October 1996. The Company intends to retain future earnings
for use in its operations and, accordingly, does not intend to pay cash
dividends in the foreseeable future.
The Company completed a secondary offering of its Common Stock in
February 1999. The Company sold 4,333,333 shares of its Common Stock at $1.50
per share producing aggregate proceeds of $6,500,000. Underwriting commissions
totaling $871,995 were paid to the underwriter (Bell Securities, Inc.) and the
selected dealers in the offering (Everen Securities, May Davis Group, Janssen
Associates, Rochdale Securities, Trautman Kramer Co. and William Scott Co).
The Company sold an aggregate of 4,337,112 shares of its Common Stock
in 1999 in a private placement with Janssen Partners, Inc. ("Janssen"), as the
placement agent. The sales of such Common Stock and the aggregate proceeds from
each sale occurred as follows:
<TABLE>
<CAPTION>
Date Shares Price Per Share Aggregate Proceeds
<S> <C> <C> <C>
October 5, 1999 1,138,057 $1.34 $1,525,000
November 1, 1999 1,181,100 $1.27 $1,500,000
December 1, 1999 151,516 $1.65 $ 250,000
December 23, 1999 1,866,439 $1.46 $2,725,000
</TABLE>
Janssen received as compensation for such private placement the
following compensation:900,000 shares of restricted Common Stock; 900,000
warrants to acquire Common Stock at an exercise price of $1.50, exercisable for
five years; 250 shares of common stock of Sportcut.com, representing 5% of the
then outstanding shares of common stock of Sportcut.com; cash commissions of
$910,000 and a monthly consulting fee of $20,000 per month for a period of three
years.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
General
Worldwide Entertainment & Sports Corp. (the "Company") 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
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<PAGE>
Company formed Worldwide Basketball Management, Inc. ("WWBM"). However, in
August 1998, the Company terminated its employment of the two executives
operating WWBM and since such date, WWBM has largely been inactive. 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. The Company has only limited experience in the
field of player agency and contract advisory services.
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 accumulated a catalog of professional and
amateur football, baseball, basketball and hockey memorabilia. This memorabilia
includes autographed athletic attire, sports equipment, and lithographs and
other sports paraphernalia used by prominent athletes. The Company terminated
its relationship with the executive principally in charge of operating its
Memorabilia Division in 1999 and is presently planning on utilizing its
memorabilia inventory for sale on its Internet subsidiaries, Sportcut.com and
HOB websites, as well as through auction on other Internet websites. The Company
has limited experience with sports memorabilia sales.
In April 1999, the Company formed its Internet subsidiary, Sportcut.com
to develop a sports themed Internet business. Subsequently, in February 2000,
the Company acquired HOB, a boxing website, for cash and stock totaling
approximately $1,000,000 and payable over a five year term. The Company further
announced in February 2000 that it was broadening its Internet strategy to
consider possible acquisitions of a variety of sports and/or entertainment
Internet companies and establish a sports Internet network of companies. In
conjunction with the announcement of this Internet strategy, the Company
acquired HOB. The Company intends to continue to spend significant sums to fund
the operations of its existing Internet subsidiaries, Sportcut.com and HOB and
to pursue potential acquisitions of additional sports and/or entertainment
Internet companies. The Company's Internet strategy will require significant
capital expenditures and there can be no assurance that the Company or its
Internet subsidiaries will be able to raise the capital funds necessary to
continue their operations.
In addition, establishing and maintaining a presence in each of the
Company's areas of concentration, (i.e., boxing management and team sports
player agency) requires 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 often 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 WWFM subsidiary can be expected to spend significantly during the
first eight months of each calendar year (particularly July through January )
for recruitment and related expenses, and to receive its revenues during the
first four months of the year following the NFL season. If the Company
16
<PAGE>
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 and the
Company is not actively recruiting prospective clients in the NBA. Accordingly,
the Company presently expects that it will not receive revenues attributable to
WWBM, except from one NBA player pursuant to a settlement agreement of marketing
commissions owed to the Company based upon its procurement of a endorsement
contract for such NBA player with Nike, Inc.
YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998
Net revenues for the fiscal year ended December 31, 1999 were $1,118,243
as compared to $1,577,834 for the fiscal year ended December 31, 1998. Purse
income decreased to $231,011 for 1999, as compared to $471,929 for 1998,
primarily because the boxing division did not have any championship bouts in
1999 and in 1998 Shannon Briggs fought Lennox Lewis in a heavyweight
championship fight for a sizable purse. In addition, during the year ended
December 31, 1999, the Company recognized merchandise revenues from the sale of
memorabilia amounting to $160,525 compared to memorabilia sales in 1998 of
$266,108. The year ended December 31, 1999 reflects an increase in contract
agency fees to $475,929 as compared to $403,086 in 1998, as a result of the
receipt in 1999 of additional revenues from players signed in 1998 by the
Company's WWFM subsidiaries and agency fees earned from the negotiation of
multi-million dollar contracts in 1999 for Charles Johnson, O.J. McDuffie,
Antonio Freeman and Tyrone Wheatley. In 1999, the Company's Motorsports Division
had revenues of $149,700 compared to $70,000 revenues from the Motorsports
Division in 1998. The contract agency fees in 1999 include $445,623 and $64,530
generated by the Company's football and basketball operations, respectively, as
compared to revenues of $238,130 and $105,539 generated by its football and
basketball operations, respectively, in 1998. In addition, during 1999,
marketing fee income decreased to $181,475, as compared to $238,491, principally
as a result of the departure in 1999 of the executive in charge of the Marketing
Division of WWTS.
Total costs and expenses for the year ended December 31, 1999 increased to
$11,737,692, as compared to $5,762,046 for 1998. During 1999, $6,162,726 of
these expenses were non-cash charges related to the issuance of securities for
compensation and settlement costs. Boxing, training and related expenses
amounted to $886,521 for the year ended December 31, 1999 compared to $625,344
for 1998. The principal reason for the increase was the added expenses incurred
from the joint venture agreements entered into by the Company in 1999 which
resulted in an increase in the number of boxers managed by the Company and a
corresponding increase in the expenses incurred in such management. Promotion
and other operating expenses increased to $10,681,267 for 1999 as compared to
$4,768,552 for 1998. Such increase was principally due to the increase in total
salaries arising from the hiring of entire staff of 25 full-time executives for
the Company's Internet subsidiary, Sportcut.com, founded in 1999. Included in
the expenses for the year ended December 31, 1999 is $169,904, compared to
$359,195 in 1998 of costs of products sold and related services relating to
sports memorabilia sold by the Company during 1999. Promotional and recruiting
expenses, consisting largely of promotional, advertising, public relations and
website expenses, plus travel and entertainment expenses, increased from
$1,066,392 in 1998 to $2,086,955 in 1999. In addition, professional and
consulting fees in 1999 aggregated $2,115,370, as a result of the Company's
increased legal and financial consulting fees incurred in 1999 due to incurring
additional expenses in connection with the development of the Sportcut.com and
in pursuing several business transactions which ultimately were not consummated.
In 1999, the Company continued its use of outside consultants in connection with
its increased level of activity in its agency businesses.
During the second, third and fourth quarters of 1999, the Company
invested approximately $3,589,000 in the formation of its Sportcut.com.
subsidiary including the development of its Sportcut website through which
Sportcut.com is conducting its operations. These expenses have no comparison to
expenses in 1998 but the Company presently anticipates maintaining at least this
level of expenditure in the coming years as it undertakes its Internet website
development plans.
As a result of the foregoing, net loss for the year ended December 31,
1999 increased to $10,522,544 as compared to $4,107,619 for December 31, 1998.
17
<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 December 31, 1999, the Company had a working
capital of $4,306,777. In February 1999, the Company supplemented its working
capital by receiving net proceeds of approximately $5,625,000 from a
public offering of 4,333,333 shares of its common stock. In December 1999, the
Company completed a private placement of 4,337,112 shares of its common stock
and received net proceeds of approximately $5,090,000 from such private
placement.
The Company's material commitments for capital expenditure are the
operations of its Internet subsidiaries, and management salaries, anticipated
training expenses and recruitment expenses for the Company's sports agency
business. The Company's Internet subsidiaries, Sportcut.com and HOB will
continue to need substantial capital funding in excess of $1,000,000 during the
next twelve months. The Company and its subsidiaries, Sportcut.com and HOB will
need to seek such funding because the Company's current cash and cash
equivalents and anticipated cash flow from operations is insufficient to support
the Company's operations and the capital necessary to support the operations of
Sportcut.com and HOB. The Company projects that the Company's management
salaries are approximately $875,000 per annum for the Company's management,
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 for which the Company's boxers must
train. 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, and cash flow from anticipated operations,
will be sufficient to fund its operations and the operations of its
subsidiaries, Sportcut.com and HOB for the next three months. However, there can
be no assurance that the Company will have sufficient revenues after such time
to fund either its operating requirements or the operating requirements of
Sportcut.com and HOB or that Sportcut.com and HOB will be able to generate
sufficient revenues to fund their respective operations. Accordingly, the
Company and/or its subsidiaries Sportcut.com and HOB 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 or to Sportcut.com or HOB on favorable terms, if at
all.
ITEM 7. FINANCIAL STATEMENTS
See Financial Statements annexed.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 16, 1997, the appointment of Rosenberg Rich Baker Berman &
Company as independent auditors for the Company was terminated by the Board of
Directors of the Company and Friedman Alpren & Green LLP was engaged as
independent auditors. Rosenberg Rich Baker Berman & Company's report on the
financial statements for either of past two years did not contain an adverse
opinion or disclaimer of opinion and was not modified as to uncertainty, audit
scope, or accounting principles.
18
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
- - - ---- --- --------
<S> <C> <C>
Marc Roberts 40 President, Chief Executive Officer,
President of Worldwide and Director
Charles Koppelman 59 Director and Chairman of Sportcut.com,Inc.
Roy Roberts 61 Chief Financial Officer, Director
Allan Cohen, M.D. 58 Director
Herbert F. Kozlov 46 Director, Secretary
Harvey Silverman 59 Director
Joel Segal 36 President, Worldwide Football Management, Inc.
John D'Angelo 43 In-House General Counsel and Director
Jordan Schlachter 31 Director and Chief Executive Officer
of Sportcut.com, Inc.
</TABLE>
Marc Roberts has been President and Chief Executive Officer of the
Company since its inception in August 1995. Since 1992, Mr. Roberts has been
engaged in the management of the Company's boxers through the Company's
corporate predecessors. Mr. Roberts is involved in various real estate,
restaurant and business ventures as a passive investor, none of which occupies a
significant portion of his business time.
Roy Roberts has been Chief Financial Officer of the Company since its
inception. Mr. Roberts devotes his full time and attention to the Company. Since
1991, Mr. Roberts has served as the President of Sparkle Industries, a
commercial maintenance company in New Jersey. He also served, until 1995, as the
Chairman and Chief Operating Office of Palisades Entertainment, Inc., a motion
picture film distributor specializing in special interest, rock and roll and
animation films. Mr. Roberts is Marc Roberts' father.
Allan Cohen, M.D. has been a director of the Company since July 1996. Dr.
Cohen is engaged in the practice of medicine, specializing in gastroenterology,
and has been President of Gastroenterology Associates, a professional
corporation, since 1974 and is President of the Medical Staff at Muhlenburg
Hospital in Plainfield, New Jersey. Dr. Cohen is Marc Robert's uncle.
Herbert F. Kozlov has served as general counsel to the Company since its
inception, and as a director of the Company since July 1996. Mr. Kozlov has been
a practicing attorney for more than the past 20 years and is currently a partner
in the firm of Parker Duryee Rosoff & Haft A Professional Corporation. Mr.
Kozlov is also a member of the Board of Directors of HMG Worldwide Corporation,
Alpha Hospitality Corporation and certain privately held companies.
Harvey Silverman has been a director of the Company since July 1996. Mr.
Silverman is a Senior Managing Director of Spear Leeds & Kellogg in New York,
where he has been employed since 1963.
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<PAGE>
Mr. Silverman is a former Governor on the American Stock Exchange and a director
of Intermarket Clearing Corp.
Charles Koppelman has been a director of the Company since June 1999. Mr.
Koppelman is Chairman and Chief Executive Officer of CAK Universal Credit Corp.,
an entertainment finance company. He is also on the arts board at Tufts
University and is a Trustee of north Shore hospital. He is also on the Board of
governors of New York Hospital and sits on the Dean's Counsel at Hofstra Law
School. He was previously Chairman and Chief Executive Officer of EMI Records
Group North America.
Joel Segal has been President of WWFM since April 1997. Mr. Segal has
been a registered NFL contract advisor for more than the past five years. Prior
to joining WWFM, Mr. Segal engaged in such business as a sole proprietor. Mr.
Segal is an attorney admitted to practice in the states of New York and
Connecticut.
John D'Angelo has been In-House Counsel of the Company since April 1998
and a director of the Company since July 1999. Mr. D'Angelo is a graduate of
Cornell University and The University of Virginia School of Law.
Jordan Schlachter has been Director of the Company and Chief Executive
Officer of Sportcut.com, Inc. since September 1999. Previously, he been employed
by the National Basketball Association since 1991, most recently as Director of
Financial Planning and Analysis. He received a B.A. from Harvard University and
an MBA from New York University.
To the Company's knowledge, based upon a review of Forms 4 and 5 and any
amendments thereto, submitted to the Company, all Directors, Officers, and
Beneficial Owners of more than 10% of the Common Stock of the Company have filed
all reports required to be filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
20
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the
Company to the Chief Executive Officer and President, and certain other
executive officers of the Company for services rendered to the Company by such
persons during the years ended December 31, 1999 and 1998.
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Salary Bonus Options/SARs
Name and Principal Position Year ($) ($) (#)
- - - --------------------------- ---- ----- ----- ------------
<S> <C> <C> <C> <C>
Marc Roberts 1999 $195,000 $40,000 175,000
Chief Executive Officer, President 1998 $215,000 -- 65,000
Roy Roberts 1999 $120,000 -- 112,500
Chief Financial Officer 1998 $120,000 -- 125,000
Joel Segal 1999 $140,000 $50,000 50,000
President, Worldwide Football 1998 $140,000 -- 200,000
Management, Inc.
John D'Angelo 1999 $60,000 -- 50,000
In-House General Counsel 1998 $0 -- 200,000
</TABLE>
- - - --------------------
(1) Other compensation in the form of perquisites and other personal benefits
has been omitted where the aggregate amount of such perquisites and other
personal benefits constituted the lesser of $50,000 or 10% of the total annual
salary and bonus of the Officer for the year.
21
<PAGE>
The following table sets forth information with respect to certain stock
options granted to the named executive officers during the year ended December
31, 1999.
Option Grants in Year Ended December 31, 1999
<TABLE>
<CAPTION>
Number of Percent of Total
Shares Options Granted
Underlying to Employees Exercise Price
Name Option in Fiscal Year(1) Per Share Expiration Date
---- ---------- ----------------- - ------------- ----------------
<S> <C> <C> <C> <C>
Marc Roberts 125,000 20.8% $2.13 2/10/09
50,000 8.3% $2.25 3/29/04
Roy Roberts 62,500 10.4% $2.13 2/10/09
25,000 4.2% $2.25 3/29/04
25,000 4.2% $2.25 6/14/99
John D'Angelo 50,000 8.3% $2.13 3/29/04
</TABLE>
- - - --------------------
(1) Does not include options granted to non-employee directors or independent
consultants.
COMPENSATION OF DIRECTORS
The Company has no standard arrangements, pursuant to which the directors
of the Company are compensated.
In February 1999 and in March 1999, the Company granted to each of its
non-employee directors options to purchase shares of common stock. Options
granted in February 1999 are exercisable at $2.13 per share for a ten year
period, and options granted in March 1999 are exercisable at $2.25 per share
over a five year term. Messrs. Kozlov and Silverman each received an option to
purchase 62,500 shares and 50,000 shares of Common Stock of the Company, in
February and March, respectively.
In June 1999, the Company announced that in connection with his appointment to
the Company's Board of Directors, the Company issued Charles Koppelman a total
of 500,000 restricted shares of Common Stock in exchange for Mr. Koppelman's
agreement to serve for a minimum three year term on the Company's Board of
Directors.
Pursuant to an Agreement dated as of October 12, 1999 among Charles
Koppelman ("Koppelman), Worldwide Entertainment & Sports Corporation ("The
Company") and Sportcut.com, Inc. ("Sportcut"), Koppelman agreed to serve
Chairman of Sportcut for a minimum three-year term through October 31, 2002. As
compensation for Koppelman's services as Chairman, the Company and Sportcut
agreed to compensate Koppelman as follows: (A) Sportcut shall issue 250 shares
of Sportcut common stock representing 5% of Sportcut's outstanding capital stock
to Koppelman, which shall not be diluted except in the event of either (i) an
underwritten public offering of Sportcut shares or (ii) a merger, sale or
acquisition transaction involving Sportcut (except if such transaction is with
the Company or an affiliate of the Company); (B) The Company shall issue
Koppelman a warrant to purchase up to an aggregate of 375,000 shares of Common
Stock at an exercise price of $2.00 per share subject to the following
conditions:
(A) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $5,000,000 on or before the
expiration of six months from October 12, 1999;
(B) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $7,500,000 on or before the
expiration of twelve months from October 12, 1999; and
(C) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $10,000,000 on or before
the expiration of eighteen months from October 12, 1999.
EMPLOYMENT AGREEMENTS
Marc Roberts has entered into a five-year employment agreement with the
Company commencing January 1, 1996 which provides for a base annual salary of
$190,000 with annual minimum guaranteed increases of $25,000. Mr. Roberts shall
also be paid an annual bonus of an amount equal to a minimum of 10% of the
pretax operating income of the Company before income taxes, depreciation and
amortization. Bonuses in excess of that amount shall be determined by the
Company's Board of
22
<PAGE>
Directors or its executive compensation committee, if any. Mr. Roberts shall
also be entitled to participate in the Company's incentive stock option plan and
shall be granted a minimum of 30% of the stock options to be issued by the plan
at an exercise price of 110% of the fair value of the stock, as determined by
the Board of Directors, on the date of grant. The agreement provides that upon
termination of Mr. Roberts' employment without cause or upon certain changes in
control of the Company resulting in Mr. Roberts' termination, he will be
entitled to receive any accrued but unpaid amounts due him under the agreement
from the period prior to his termination. In addition, the Company is obligated
to pay Mr. Roberts (i) within five (5) days of notice of termination, an amount
equal to sixty percent (60%) of the present value of the sum of (x) all salary
which would have been earned but for such termination for a period of 2.99 years
commencing on the date of such termination based on Mr. Roberts' then current
salary, plus (y) the present value of an amount determined by multiplying the
amount of incentive compensation earned by Mr. Roberts for the last fiscal year
of the Company preceding termination by 2.99 ("Severance Compensation"). The
remaining forty percent (40%) of the Severance Compensation shall be paid to Mr.
Roberts in twelve (12) equal monthly installments commencing on the first month
after the month in which he was terminated. In the event of Mr. Roberts'
termination for cause, or if Mr. Roberts voluntarily terminates the agreement
within its first two years, the Company is under no obligation to pay him his
compensation beyond the date of termination. If Mr. Roberts voluntarily resigns
from the Company after the second anniversary of his agreement, he shall be
entitled to receive all of the compensation and benefits he would be afforded if
he had been terminated without cause. Mr. Roberts' agreement provides that Mr.
Roberts will not compete with the Company for a one (1) year period after the
termination of his employment. The Company has obtained a $2,000,000 key person
life insurance policy on Mr. Roberts' life naming the Company as beneficiary.
In connection with the formation of WWFM as a separate entity, the
Company entered into an employment agreement with Joel Segal, effective as of
April 16, 1997, pursuant to which Mr. Segal assigned the rights and interests to
the revenue generated by any individual with whom Mr. Segal signs to a valid
representation agreement, or with whom material discussions regarding entering a
23
<PAGE>
representation agreement are had by Mr. Segal, the Company or its employees or
affiliates. Mr. Segal's base salary shall be $140,000 during the term of the
employment agreement, with a signing bonus of $75,000.
Certain other executive officers of the Company have employment
agreements. Mr. Jay Schulthess executed a five year employment agreement with
the Company in April 1998 becoming President of the Motorsports Division of the
Company. Mr. Schulthess' base salary is $90,000 during the term of the agreement
with additional incentives in the form of bonuses and stock options based upon
Mr. Schluthess' achieving certain objective financial results. The Company also
granted Mr. Schulthess an option to acquire 25,000 shares of common stock of the
Company at an exercise price of $2.00 with such option being exercisable over a
five year term.
In January 1996, the Company entered into an employment agreement with
Mr. Ryan Schinman as Executive Vice President at an annual salary of $100,000
per year. Mr. Schinman resigned from the Company in March 1999.
On June 23, 1999, the Company also entered into a one year employment
agreement with Mr. Laurence Gottlieb as Executive Vice President at an annual
salary of $185,000 and issued Mr. Gottlieb 20,000 shares of restricted common
stock of the Company and granted Mr. Gottlieb options to purchase up to 20,000
shares of common stock of the Company at an exercise price of $2.000 with such
option being exercisable over a five year term.
Mr. Jordan Schlacter is presently employed as the Chief Executive Officer
of Sportcut.com and is earning a annual salary of $160,000.
Mr. John D'Angelo is presently employed as the In-House General Counsel
of the Company and its Internet subsidiaries, Sportcut.com and HOB at an annual
salary of $115,000 per year.
ITEM 11. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially 5% or more of
the outstanding shares of the Company's Common Stock, each director, and all
officers and directors of the Company as a group as of March 31, 2000.
<TABLE>
<CAPTION>
NUMBER PERCENTAGE OF COMMON STOCK
NAME AND ADDRESS(1) OF SHARES BENEFICIALLY OWNED
- - - ------------------- --------- ---------------------------
<S> <C> <C>
Marc Roberts 1,964,966(2) 11.3%
Roy Roberts 360,834(3) 2.1%
Allan Cohen, M.D 161,667(4) 0.9%
Herbert F. Kozlov 579,000(5) 3.3%
Harvey Silverman 410,834(6) 2.4%
Charles Koppelman 875,000(7) 5.0%
John D'Angelo 319,971(8) 1.8%
Joel Segal 350,000(9) 2.0%
Laurence Gottlieb 40,000(10) 0.2%
Jordan Schlachter 0
All officers and directors as a group
(10 persons) 5,062,272(11) 29.0%
</TABLE>
- - - -------------------
(1) The address of all of the beneficial owners is that of the Company's
principal executive office.
(2) Includes 380,000 shares which may be acquired upon the exercise of
currently exercisable options and warrants.
(3) Includes 277,500 shares which may be acquired upon the exercise of
currently exercisable options and warrants.
(4) Includes 145,000 shares which may be acquired upon the exercise of
currently exercisable options and warrants.
(5) Does not include shares and warrants to acquire additional shares held by
members of a law firm of which Mr. Kozlov is a member. Mr. Kozlov disclaims
beneficial ownership of such shares. Includes 8,000 shares held under the
NYUGMA for the benefit of his minor children and 288,500 shares which may
be acquired upon the exercise of currently exercisable options.
(6) Includes 232,500 shares which may be acquired upon the exercise of
currently exercisable options.
(7) Includes 375,000 shares which may be acquired upon the exercise of
currently exercisable options and warrants.
(8) Includes 200,000 shares issuable upon exercise of currently exercisable
options.
(9) Includes 100,000 shares issuable upon exercise of currently exercisable
options.
(10) Includes 20,000 shares issuable upon exercise of currently exercisable
options.
(11) Includes 1,726,500 shares issuable upon exercise of currently exercisable
options and warrants.
STOCK OPTION PLAN
On December 2000, the shareholders of the Company approved the
Company's adoption of the 1999 Stock Option Plan(the "SOP"), covering 2,000,000
shares of the Company's Common Stock, $.01 par value, pursuant to which
officers, directors and key employees of the Company are eligible to receive
incentive and/or non-qualified stock options. The SOP is administered by the
Board of Directors or a committee designated by the Board of Directors. The
selection of participants, allotment of shares, determination of price and other
conditions of purchase of options is determined by the Board or committee at its
sole discretion. The purpose of the SOP
24
<PAGE>
is to attract and retain persons instrumental to the success of the Company.
Incentive stock options granted under the SOP are exercisable for a period of up
to 10 years from the date of grant at an exercise price which is not less than
the fair market value of the Common Stock on the date of the grant, except that
the term of an incentive stock option granted under the SOP to a stockholder
owning more than 10% of the outstanding Common Stock may not exceed five years
and its exercise price may not be less than 110% of the fair market value of the
Common Stock on the date of the grant. At December 31, 1999, no options have
been granted under the SOP.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company terminated a Shareholders Agreement with Michael Goodson and
Erik Rudolph effective August 1998. The Shareholders Agreement governed the
ownership interest of Mr. Goodson and Mr. Rudolph in WWBM. As part of such
termination, the Company negotiated a financial settlement with Mr. Goodson
pursuant to which he released any claim for any ownership of WWBM in exchange
for a settlement of $15,000. Mr. Rudolph and the Company have not engaged in any
settlement discussions regarding this matter in 1999.
Pursuant to a Shareholders Agreement among Joel Segal, WWFM and the
Company, if upon or after December 31, 1998, Segal is a licensed NFL Player's
Agent in good standing with the NFL Player's Association and employed by the
Company and if Segal meets certain productivity incentives, then either Segal of
the Company could have elected to effectuate a merger of WWFM and the Company
which would have resulted in an exchange of the shares of WWFM held by Mr.
Segal, representing 20% of the outstanding shares of WWFM, for 200,000 shares of
Common Stock of the Company. In 1998, in accordance with the Shareholders
Agreement, the Company and Mr. Segal consummated a share exchange in which Mr.
Segal received 200,000 shares of the Company's Common Stock for his 20% stake in
WWFM in lieu of effectuating the merger, thereby making WWFM a wholly-owned
subsidiary of the Company.
In June 1999, the Company announced that Mr. Charles Koppelman had
joined the Company's Board of Directors. Mr. Koppelman has a long and
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. In connection with such appointment, the Company
issued Mr. Koppelman a total of 500,000 restricted shares of Common Stock in
exchange for Mr. Koppelman's agreement to serve for a minimum three year term on
the Company's Board of Directors.
Pursuant to an Agreement dated as of October 12, 1999 among Charles
Koppelman ("Koppelman"), Worldwide Entertainment & Sports Corporation ("The
Company") and Sportcut.com, Inc. ("Sportcut"), Koppelman agreed to serve
Chairman of Sportcut for a minimum three-year term through October 31, 2002.
Sportcut.com is developing an Internet e-commerce business dedicated to
providing viewers with live information and various products and services
related to sports and entertainment that launched in the late Fall of 1999.
As compensation for Koppelman's services as Chairman, the Company and
Sportcut agreed to compensate Koppelman as follows: (A) Sportcut shall issue 250
shares of Sportcut common stock representing 5% of Sportcut's outstanding
capital stock to Koppelman, which shall not be diluted except in the event of
either (i) an underwritten public offering of Sportcut shares or (ii) a merger,
sale or acquisition transaction involving Sportcut (except if such transaction
is with the Company or an affiliate of the Company); (B) The Company shall issue
Koppelman a warrant to purchase up to an aggregate of 375,000 shares of Common
Stock at an exercise price of $2.00 per share subject to the following
conditions:
(D) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $5,000,000 on or before the
expiration of six months from October 12, 1999;
(E) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $7,500,000 on or before the
expiration of twelve months from October 12, 1999; and
(F) a warrant to acquire 125,000 shares of Common Stock in the event
that the Company and/or Sportcut.com raises at least $10,000,000 on or before
the expiration of eighteen months from October 12, 1999.
The Company believes the terms and conditions of the foregoing
transactions are no less favorable to the Company than those available from
unaffiliated parties. Future transactions between the Company and any affiliate
will be on terms and conditions approved by a majority of the independent,
disinterested members of the Board of Directors on terms that are no less
favorable to the Company than those available from unaffiliated parties. The
independent directors who approve such transactions will have access, at the
Company's expense, to the Company's or independent legal counsel. The Company
has always had, and will continue to maintain at least two independent
directors.
25
<PAGE>
ITEM 13. Exhibits, List and Reports on Form 8-K
1. Form 8K filed on February 18, 2000 in connection with acquisition by the
Company of Houseofboxing.com website.
26
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Independent Auditors' Report F-1
Consolidated Balance Sheet as of December 31, 1999 and 1998 F-3
Consolidated Statement of Operations
Years Ended December 31, 1999 and 1998 F-4
Consolidated Statement of Cash Flows
Years Ended December 31, 1999 and 1998 F-5
Consolidated Statement of Changes in Stockholders' Equity (Deficiency)
Years Ended December 31, 1999 and 1998 F-6
Notes to Consolidated Financial Statements F-7 -- F-21
</TABLE>
F-1
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
We have audited the accompanying consolidated balance sheet of
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES as of December 31, 1999
and 1998, and the related consolidated statements of operations, cash flows and
changes in stockholders' equity (deficiency) for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES as of
December 31, 1999 and 1998, and the consolidated results of their operations and
their consolidated cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Friedman Alpren & Green LLP
New York, New York
March 3, 2000
F-2
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS
1999 1998
------------ ------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,733,050 $ 115,160
Certificates of deposit and mutual funds 169,092 -
Accounts and loans receivable, less allowance for doubtful
accounts of $303,544 and $276,208 473,018 294,078
Prepaid expenses and other current assets 1,574,640 25,318
Due from boxers, less allowance of $524,002 and $493,295 327,697 130,335
Inventories 55,762 110,207
------------ ------------
Total current assets 5,333,259 675,098
Property and equipment - at cost, less accumulated depreciation
and amortization 1,699,941 58,155
Deferred stock offering costs - 281,606
Due from related party, less allowance of $108,094 - -
Investment in joint venture 75,000 -
------------ ------------
$ 7,108,200 $ 1,014,859
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Notes payable $ 121,920 $ 100,000
Accounts payable and accrued expenses 898,562 759,001
Loans payable - 102,662
Escrow payable 6,000 76,605
------------ ------------
Total current liabilities 1,026,482 1,038,268
------------ ------------
Commitments and contingencies - -
Stockholders' equity (deficiency)
Preferred stock, $.01 par value; 5,000,000 shares authorized,
none issued - -
Common stock, $.01 par value; 60,000,000 shares authorized,
17,437,375 and 7,337,197 shares issued 174,374 73,372
Additional paid-in capital 26,795,126 10,268,457
Accumulated deficit (20,875,432) (10,352,888)
Demand note receivable for common stock (12,350) (12,350)
------------ ------------
6,081,718 (23,409)
------------ ------------
$ 7,108,200 $ 1,014,859
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
F-3
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revenues
Purses $ 231,011 $ 471,929
Contract and agency fees 475,929 403,086
Endorsements and marketing fees 181,475 256,091
Ticket revenues 69,303 180,620
Merchandise revenues 160,525 266,108
------------ ------------
1,118,243 1,577,834
------------ ------------
Costs and expenses
Cost of revenues 169,904 359,195
Training and related expenses 886,521 625,344
Promotion 1,328,274 262,069
Selling, general and administrative expenses 9,352,993 4,515,438
------------ ------------
11,737,692 5,762,046
------------ ------------
Loss from operations (10,619,449) (4,184,212)
------------ ------------
Other income
Interest and dividend income 83,629 66,579
Other 20,066 13,446
------------ ------------
103,695 80,025
------------ ------------
Loss before income taxes (10,515,754) (4,104,187)
Income taxes 6,790 3,437
------------ ------------
Net loss $(10,522,544) $ (4,107,624)
============ ============
Weighted average common shares outstanding 12,127,663 6,901,923
============ ============
Basic and diluted loss per share $ (.87) $ (.60)
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
--------------- ----------
<S> <C> <C>
Cash flows from operating activities
Net loss $(10,522,544) $ (4,107,624)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 60,994 14,679
Provision for doubtful accounts 935,640 766,765
Common stock issued for consulting and other services 3,167,211 310,400
Stock-based compensation 2,995,515 145,801
Changes in assets and liabilities
Accounts receivable (482,484) (332,777)
Due from boxers (721,364) (123,917)
Prepaid expenses and other assets (1,549,322) 3,522
Inventories 54,445 (110,207)
Accounts payable and accrued expenses 139,561 541,037
Escrow payable (70,605) (78,739)
--------------- ---------------
Net cash used in operating activities (5,992,953) (2,971,060)
--------------- ---------------
Cash flows from investing activities
Proceeds (purchases) of certificates of deposit and mutual funds (169,092) 1,060,049
Acquisition of property and equipment (1,702,780) (51,805)
Investment in joint venture (75,000) -
Due from related party (108,094) (14,976)
--------------- ---------------
Net cash provided by (used in) investing activities (2,054,966) 993,268
--------------- ---------------
Cash flows from financing activities
Issuance of common stock 12,500,298 1,535,209
Deferred stock offering costs - (281,606)
Proceeds from note and loans payable - 202,662
Repayment of notes payable (80,742) -
Private placement costs (1,753,747) (108,450)
--------------- ---------------
Net cash provided by financing activities 10,665,809 1,347,815
--------------- ---------------
Net increase (decrease) in cash and cash equivalents 2,617,890 (629,977)
Cash and cash equivalents, beginning of year 115,160 745,137
--------------- ---------------
Cash and cash equivalents, end of year $ 2,733,050 $ 115,160
=============== ===============
Supplemental cash flow disclosures
Income taxes paid $ 6,790 $ 2,837
Noncash financing activities
Issuance of common stock for consulting and other services 3,167,211 310,400
Stock-based compensation charged to expense 2,995,515 145,801
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Demand Note
Common Stock Additional Receivable
------------------------------------- Paid-in Accumulated for Common
Shares Amount Capital Deficit Stock
---------------- ---------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 6,262,197 $ 62,622 $ 8,396,247 $ (6,245,264) $ (12,350)
Issuance of common stock
Consulting services 100,000 1,000 159,000 - -
Legal services 65,000 650 77,350 - -
Finder's fee 50,000 500 71,900 - -
Football agent 200,000 2,000 (2,000) - -
Private placements 660,000 6,600 1,528,609 - -
Cost of private placements - - (108,450) - -
Stock-based compensation - options - - 145,801 - -
Net loss - - - (4,107,624) -
---------------- ---------------- ------------- ---------------- ------------
Balance, December 31, 1998 7,337,197 73,372 10,268,457 (10,352,888) (12,350)
Issuance of common stock
Consulting and other services 1,349,333 13,494 3,084,216 - -
Legal services 50,000 500 69,000 - -
Private placements 8,700,845 87,008 12,413,291 - -
Cost of private placements - - (2,035,353) - -
Stock-based compensation - options - - 2,995,515 - -
Net loss - - - (10,522,544) -
---------------- ---------------- ------------- ---------------- -------------
Balance, December 31, 1999 17,437,375 $ 174,374 $ 26,795,126 $(20,875,432) $ (12,350)
================ ================ ============= ================ =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - ORGANIZATION
Descriptions of companies included in the accompanying consolidated
financial statements are as follows:
Worldwide Entertainment & Sports Corp. ("WWES"), which was
incorporated in Delaware on August 15, 1995 to provide management, agency
and marketing services to professional athletes and entertainers,
principally boxers.
Worldwide Team Sports, Inc. ("WWTS"), a wholly owned subsidiary, which
was incorporated in Delaware on January 23, 1996 to provide management,
agency and marketing services to professional athletes, principally
football players.
Worldwide Basketball Management, Inc. ("WWBM"), which was incorporated
in Delaware on August 1, 1996 to provide management, agency and marketing
services to basketball players. WWBM is owned 90% by WWES and 10% by a
principal formerly associated with Impact Sports Management, LLC
("Impact").
Worldwide Football Management, Inc. ("WWFM"), a wholly owned
subsidiary, which was incorporated in Delaware on March 10, 1997 to provide
management, agency and marketing services to football players.
Worldwide Sports Promotion, Inc. ("WWSP"), a wholly owned subsidiary,
which was incorporated in Delaware on March 4, 1997 to provide marketing
and promotional services to professional athletes, principally boxers.
Worldwide Bobcats Football, Inc. ("WWBF"), a wholly owned subsidiary,
which was incorporated in Delaware on October 17, 1997 to purchase the
Florida Bobcats arena football team. Management has since decided not to
purchase the team.
SportCut.com, Inc. ("SCI"), which was incorporated in Delaware on
April 30, 1999 to provide a sports entertainment Internet website that
offers an on-line sports magazine, sports memorabilia auction, store, games
and community features. SCI is owned 88.5% by WWES, 5% by the Chairman of
the Board of Directors of SCI and the remaining 6.5% by other parties.
(Continued)
F-7
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 - GOING CONCERN
The Company's consolidated financial statements have been presented
assuming that the Company will continue as a going concern. As shown in the
accompanying consolidated financial statements, the Company has incurred
losses of $20,875,432 through December 31, 1999 and has annual operating
costs of approximately $6 million to $12 million and no significant sources
of revenue to mitigate these operating deficiencies. Management's plans
include obtaining continued financing by issuing common stock while
developing various marketing strategies. In conjunction with these
plans, the Company has engaged consultants to provide financial advisory,
marketing, and merger and acquisition services. The Company has endeavored
to conserve cash by paying for a large portion of these consulting
agreements with common stock and options. There is no assurance that the
Company will achieve or sustain profitable operations.
These conditions indicate that the Company may be unable to continue
as a going concern. Its ability to do so is dependent on its ability to
achieve profitable operations, and its ability to obtain any necessary
financing. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of WWES,
its wholly owned and majority-owned subsidiaries (collectively, the
"Company"). All significant intercompany balances and transactions have
been eliminated.
Minority Interest
As discussed in Note 1, WWES has a 90% ownership interest in WWBM and
an 88.5% ownership interest in SCI. The accumulated deficits of the
minority interest exceed the minority interest in the equity of each
subsidiary as of December 31, 1999, by approximately $448,000. WWES
recognized the losses in excess of the minority interests in the statement
of operations for the years ended December 31, 1999 and 1998.
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
(Continued)
F-8
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Due from Athletes
The Company makes unsecured interest-free loans to boxers and other
athletes. Repayments by boxers are made from authorized deductions from
fight purses.
Certificates of Deposit
The Company classifies its certificates of deposit as held to
maturity. Because the certificates of deposit mature in less than one year,
the carrying value approximates fair value.
Inventories
Inventories consist of memorabilia such as autographed plaques,
jerseys, footballs, football helmets and photographs of professional
athletes, and are valued at the lower of cost (first-in, first-out) or
market.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed
using primarily accelerated methods over the estimated useful lives of the
assets, which range from 5 to 7 years.
Capitalized Website Development Costs
The Company has capitalized certain costs associated with the
development of its e-commerce website, SPORTCUT.COM. The Company follows
the guidance promulgated by Statement of Position 98-1, "Accounting for
Software Developed for Internal Use," which requires that all costs
incurred to establish technological feasibility should be expensed as
incurred. After technological feasibility is established, development costs
are capitalized and amortized over the estimated useful life. These costs
will be amortized on a straight-line basis over a period of five years. The
web site became operational in November 1999.
Basic and diluted Loss Per Share
Basic and diluted 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 have
been anti-dilutive.
(Continued)
F-9
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
Purse revenue represents a percentage of a boxer's purse, and is
recognized upon completion of a fight. Ticket revenues are recognized at
the time of the fight. Contract and agency fee revenues are recognized
during the various athletic seasons on a pro rata basis. Such revenues are
therefore recognized from the period November 1 through May 1 for
basketball, and September 1 through January 1 for football.
Income Taxes
WWES and its subsidiaries file a consolidated Federal income tax
return.
The Company, which accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes", calculates deferred tax assets and liabilities using the
asset and liability method. Deferred taxes are recorded on net operating
loss carryforwards and differences between financial reporting and income
tax bases of assets and liabilities, using applicable income tax rates.
Valuation allowances are established until realization is reasonably
assured.
Investment in Joint Ventures
During 1999, WWES entered into two profit participation agreements
related to professional athletes. These agreements are being accounted for
under the equity method. During 1999, both activities did not generate any
net income or losses. The activities are as follows:
On January 1, 1999, WWES entered into an agreement to purchase a 50%
interest in seven professional heavyweight fighters. In connection with
this agreement, WWES is obligated to pay $7,000 per month for 36 months.
Upon the expiration of the 36 months, WWES will be responsible for one half
of all expenses pertaining to any of the fighters still under agreement.
On March 1, 1999, WWES entered into an agreement to purchase a 50%
interest in a management company for any gross revenues generated by boxers
from management fees, promotional fees, commercial endorsements, etc. Under
this agreement, WWES is obligated to pay $11,000 per month and a $2,000
monthly advance for out-of-pocket expenses.
(Continued)
F-10
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
In 1996, the Company adopted the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", which prescribes accounting and
reporting standards for all stock-based compensation plans, including
employee stock options, restricted stock, and stock appreciation rights. As
such, the Company recognizes the fair value of all stock-based awards on
the date of grant as an expense over the vesting period (see Note 9).
Segments Reporting
The Company adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information"
(SFAS No. 131). This statement establishes standards for the reporting of
information about operating segments in annual and interim financial
statements and requires restatement of prior year information. Operating
segments are defined as components of an enterprise for which separate
financial information is available that is evaluated regularly by the chief
operating decision maker(s) in deciding how to allocate resources and in
assessing performance. SFAS No. 131 also requires disclosures about
products and services, geographic areas and major customers. The adoption
of SFAS No. 131 did not affect results of operations or financial position
but did affect the disclosure of segment information, as presented in Note
12.
Cash and Cash Equivalents
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.
Reclassifications
Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation.
(Continued)
F-11
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
1999 1998
----------- ---------
<S> <C> <C>
Computer hardware and website
Development costs $1,688,807 $ -
Gym equipment and furniture 122,228 108,255
Leasehold improvements 7,116 7,116
---------- ---------
1,818,151 115,371
Less - Accumulated depreciation
and amortization 118,210 57,216
---------- ---------
$1,699,941 $ 58,155
========== =========
</TABLE>
5 - RELATED PARTY TRANSACTIONS
At December 31, 1999, WWES was obligated on a note with a remaining
balance of $21,920 to an unrelated party, which required interest at 9.25%
a year. The note required monthly payments of $7,307 through March 2, 2000.
At December 31, 1998, WWES was obligated on a note payable for
$100,000 to an unrelated party, which required interest at 12% a year. The
note and accrued interest was repaid in February 1999.
WWES advanced $14,976 on behalf of Impact during the year ended
December 31, 1998. The receivable is noninterest-bearing and unsecured, and
has been offset in full by a valuation allowance.
A noninterest-bearing $100,000 loan payable by WWES to a stockholder
was repaid in February 1999.
(Continued)
F-12
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6 - ESCROW PAYABLE
The Company is holding funds in escrow on behalf of a boxer until
release of the funds is requested.
7 - INCOME TAXES AND DEFERRED INCOME TAXES
Income taxes and components of deferred tax assets are as follows:
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Income taxes
State income taxes $ 6,790 $ 3,437
========= =========
Deferred tax assets
Net operating loss carryforwards $ 4,554,514 $ 2,876,141
Stock-based compensation 2,367,556 58,527
----------- -----------
6,922,070 2,934,668
Less - Valuation allowance (6,922,070) (2,934,668)
----------- -----------
Net deferred tax asset $ -0- $ -0-
=========== ===========
</TABLE>
The Company has available net operating loss carryforwards of
approximately $13,396,000, which may be utilized to reduce any Federal
taxable income through 2019.
8 - COMMON STOCK
On October 22, 1996, the Company, in its initial public offering, sold
1,400,000 units. Each unit consisted of one share of common stock and one
redeemable common stock purchase warrant to purchase one share of common
stock at $7.20 expiring March 21, 2001. The Company filed an amended
certificate of incorporation on December 22, 1999 to increase its
authorized shares of common stock to 60,000,000 and preferred stock to
5,000,000.
(Continued)
F-13
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8 - COMMON STOCK (Continued)
The Company issued additional shares and stock options for consulting,
legal and other services based on fair value at the date of issuance (see
Note 11). The following represents issuances of stock to stockholders,
directors and officers:
On December 20, 1998, issued 200,000 shares of restricted common
stock to the minority stockholder of WWFM, in exchange for his 20%
interest in WWFM, under the terms of a stockholder agreement dated
April 17, 1998.
On June 16, 1999, issued 175,000 shares of restricted common
stock, with a fair value of $436,953, as bonuses to two officers.
On July 13, 1999, issued 500,000 shares of restricted common
stock, with a fair value of $1,049,240, for services performed by
a member of the Board of Directors.
On July 13, 1999, issued 20,000 shares of restricted common stock,
with a fair value of $41,969 for services performed by an officer.
9 - STOCK OPTION PLANS
The Company adopted two stock option plans which provide options
intended to qualify as "incentive stock options" under the Internal Revenue
Code. Nonqualified options may also be granted under the plans. The plans
authorize the issuance of qualifying options to purchase a total of
2,500,000 shares. The option price per share will be determined at the time
of grant, but will not be less than the fair market value of the common
stock on such date or, in the case of a 10% stockholder, not less than 110%
of the fair market value of the stock on the grant date.
(Continued)
F-14
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9 - STOCK OPTION PLANS (Continued)
The Company's stock option plans provide for the granting of stock
options to officers, key employees, directors and outsiders. The status of
the plans at December 31, 1999 and 1998 is summarized as follows:
<TABLE>
<CAPTION>
Number of Weighted Average
Shares Exercise Price
--------- ----------------
<S> <C> <C>
Outstanding at January 1, 1998 863,000 $2.86
Granted 1,410,500 1.77
Excercised - -
Cancelled - -
---------- -----
Outstanding at December 31, 1998 2,273,500 2.02
Granted 936,500 2.20
Excercised - -
Cancelled - -
--------- -----
Outstanding at December 31, 1999 3,210,000 $2.09
========= =====
Options exercisable at
December 31, 1999 2,734,333 $2.09
December 31, 1998 1,637,500 2.00
</TABLE>
The Company accounts for stock options under the fair value method,
pursuant to SFAS No. 123 (see Note 3). The fair value of these options was
calculated at the date of grant using a black-scholes option pricing model
assuming the following:
<TABLE>
<CAPTION>
1999 1998
---------------- --------------
<S> <C> <C>
Risk free interest rate 6.22% - 6.41% 4.59% - 4.75%
Volatility factor 95.78% 94.25%
Dividend yield -% -%
Expected life 2-10 years 5-10 years
</TABLE>
(Continued)
F-15
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9 - STOCK OPTION PLANS (Continued)
Under the provisions of SFAS No. 123, WWES's compensation expense
arising from the grant of stock options for the years ended December 31,
1999 and 1998 was $2,995,515 and $145,802, respectively. The related
deferred tax asset of $1,018,475 and $49,573 for the years ended December
31, 1999 and 1998, respectively, was recorded based on a 34% tax rate for
the resulting temporary difference.
Summary information about WWES's stock options outstanding at December
31, 1999 is as follows:
<TABLE>
<CAPTION>
Weighted
Average Weighted
Range of Outstanding at Contractual Average Exercisable at
Exercise December 31, Periods Exercise December 31,
Price 1999 in Years Price 1999
------------------ ------------------ -------------- ------------ -----------
<S> <C> <C> <C> <C>
$ 2.875 550,500 7.7 $ 2.875 550,500
2.875 115,000 2.7 2.875 115,000
2.000 - $2.875 197,500 1.9 2.653 172,500
1.500 320,000 8.1 1.500 320,000
1.438 - 2.875 1,090,500 3.9 2.027 639,833
2.130 312,500 9.2 2.130 312,500
2.000 - 2.500 424,000 3.8 2.310 424,000
1.580 - 3.000 200,000 2.9 2.210 200,000
------------ -----------
$1.438 - $3.000 3,210,000 5.3 $ 2.090 2,734,333
=============== ============ === ======= ===========
</TABLE>
10 - LIFE INSURANCE POLICIES
WWES is the owner and beneficiary of insurance policies for $400,000
on the life of a boxer, and an insurance policy for $200,000 on the life of
its chief executive officer.
(Continued)
F-16
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11 - COMMITMENTS AND CONTINGENCIES
Letter of Credit
The Company has an outstanding letter of credit for $103,798 which is
collateral for a computer equipment lease. This letter of credit is
collateralized by a certificate of deposit.
Management Contracts
The Company has entered into long-term management contracts with a
number of professional boxers, football players and basketball players. The
Company generally receives between 15% and 33-1/3% of purses from boxing
matches and approximately 20% of the fees from endorsements, public
appearances and commercials. Football and basketball player contracts are
for the term of their player contracts. The Company generally receives up
to 4% of players' compensation and 10% to 20% of fees earned for
endorsements and marketing.
Consulting and Other Agreements
During 1999, WWES entered into two agreements with consultants to
provide services with respect to expanding its e-commerce activities and
improving its financial performance. In exchange, WWES issued 100,000
shares of its restricted common stock. The agreements expire in April 2000.
On April 1, 1999, WWES entered into an agreement with a consultant to
provide advisory services with respect to prospective mergers and
acquisitions and other business combinations. In exchange, WWES issued
50,000 shares of restricted common stock.
On May 3, 1999, SCI entered into a consulting agreement with a company
to provide SCI with strategic alliances and market research services for a
period not defined in the agreement. In exchange, SCI is obligated to pay
this consultant $18,000 per month. In November 1999, this agreement was
terminated by both parties.
On June 28, 1999, Mr. Charles Koppelman was elected as a member of the
WWES Board of Directors for a period of three years through june 30, 2002
and was issued 500,000 shares of WWES common stock.
(Continued)
F-17
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11 - COMMITMENTS AND CONTINGENCIES (Continued)
Consulting and Other Agreements (Continued)
On August 27, 1999, WWES entered in an advisory and consulting
agreement with an investment banker to provide financial advisory services.
In exchange, WWES paid the investment banker $100,000 and a 13% commission
on the $6,000,000 private placement offering completed by this investment
banker. The agreement also requires WWES to issue 900,000 shares of common
stock and warrants to purchase 900,000 shares of common stock with an
exercise price of $1.50 per share which expire in five years. At December
31, 1999, no such stock and warrants have been issued.
In September 1999, SCI entered into an agreement to promote retail
sales of sports memorabilia, collectibles, and related services with a
sports memorabilia company. SCI will purchase sports memorabilia inventory
from this company and resell it on its web site. This agreement commenced
on October 1, 1999 and expires March 30, 2000, with an option to extend for
one year.
In October 1999, SCI entered into an agreement with a public relations
company to provide sports marketing, media and general media services for
the period October 1, 1999 through January 31, 2000 for $60,000.
On October 12, 1999, SCI entered into a three-year agreement with Mr.
Charles Koppelman to serve as the Chairman of the Board of Directors of
SCI. In consideration for his acceptance and performance of his duties as
Chairman, sci issued to him 250 shares (5%) of its common stock.
Additionally, if certain financing is obtained by SCI, Mr. Koppelman will
be granted stock options to purchase up to 375,000 shares of WWES common
stock. No such stock options were granted as of December 31, 1999.
On October 15, 1999, sci entered into an agreement to promote the
SPORTCUT.COM web site on a promotional radio program for a five-week
program commencing January 2000. SCI is obligated to pay a total of $75,000
for this program, of which $50,000 has been paid as of December 31, 1999.
On November 1, 1999, WWES entered into a consulting agreement with a
company to provide WWES marketing, consulting and public relations
services. In exchange, WWES issued stock options to purchase up to 200,000
shares of the restricted common stock with exercise prices ranging from
$1.63 to $3 per share for a period of twenty-four months.
(Continued)
F-18
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11 - COMMITMENTS AND CONTINGENCIES (Continued)
Settlement Agreements
In August 1998, WWES settled disputes with consultants, issuing 11,000
shares of unregistered common stock for services rendered having a fair
value of $6,730.
On November 20, 1999, SCI settled a dispute with Bsquared
Communications, Inc. ("B2") in connection with a service agreement. SCI is
obligated to issue 75 shares of SCI's common stock and $250,000 promissory
notes payable on various dates through June 15, 2000. The notes bear
interest at 12% per year and $100,000 remains payable at December 31, 1999.
On January 17, 2000, SCI repaid one note of $50,000.
On May 21, 1999, WWES settled a dispute with an executive search
company, granting 50,000 stock options with an exercise price of $2.50 per
share expiring in five years.
Employment Agreements
WWES has entered into a five-year employment agreement with its chief
executive officer beginning January 1, 1996, which provides for a base
annual salary of $190,000 and annual minimum guaranteed increases of
$25,000. The agreement also provides for an annual bonus based on WWES
income, as defined, and includes a termination provision. The executive is
entitled to participate in WWES's incentive stock option plan and will be
granted a minimum of 30% of the stock options to be issued by the plan at
an exercise price of 110% of the fair value of the stock. WWES owns a
$200,000 key person life insurance policy on this executive's life, with
WWES as beneficiary.
In connection with its formation, WWFM signed a five-year employment
agreement with a key executive, effective April 16, 1997, which provides
for annual compensation of $140,000, a signing bonus of $75,000, and an
automobile allowance of $1,000 a month.
In connection with the formation of the motorsports division of WWTS,
WWTS entered into employment agreements with two employees for terms of two
and five years, effective August 4, 1999 and April 27, 1999, respectively.
The agreements provide for annual compensation totaling $140,000 and
commissions based on revenues.
(Continued)
F-19
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11 - COMMITMENTS AND CONTINGENCIES (Continued)
Employment Agreements (Continued)
In connection with its formation, SCI entered into a one-year
employment agreement with a key employee, effective june 23, 1999, which
provides for an annual salary of $185,000 and, if certain conditions are
met, 20,000 shares of WWES restricted common stock and non-qualified
options to purchase 20,000 shares of WWES common stock. At December 31,
1999, no common stock or options have been issued.
WWFM entered into two five-year employment agreements with key
employees, beginning April 1, 1999, which provide for a base annual salary
of $55,000 each, and a 20% commission on revenue received by WWFM. If
certain conditions are met, these employees will also receive stock options
to purchase 155,000 shares of WWES common stock.
Lease Commitments
The Company has noncancelable operating leases for office facilities,
computer equipment and a limousine. Approximate minimum annual rental
payments are as follows:
<TABLE>
<CAPTION>
Year Ending Office Computer
December 31, Facilities Equipment Limousine Total
------------ ---------- --------- --------- -----
<S> <C> <C> <C> <C>
2000 $ 160,000 $ 48,000 $ 25,000 $ 233,000
2001 162,000 52,000 2,000 216,000
2002 162,000 4,000 - 166,000
2003 162,000 - - 162,000
2004 162,000 - - 162,000
Thereafter 16,000 - - 16,000
------------ ------------ ------------ ------------
$ 824,000 $ 104,000 $ 27,000 $ 955,000
============ ============ ============ ============
</TABLE>
Rent expense for office facilities for the years ended December 31,
1999 and 1998 was approximately $164,000 and $29,000, respectively.
(Continued)
F-20
<PAGE>
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12 - REPORTABLE SEGMENTS
The Company has two reportable segments, representation of
professional athletes ("PA") and website e-commerce ("website") business in
connection with sports and entertainment. The accounting policies of the
segments are substantially the same as those described in the summary of
significant accounting policies, as presented in Note 3. All revenues
generated in the segments are external. The Company had only one reportable
segment in 1998. The website e-commerce began in 1999 and has been
operational since November 1999. For the year ended December 31, 1999, the
total reportable segments information is as follows:
<TABLE>
<CAPTION>
PA Website Total
---------------- ---------------- ----------------
<S> <C> <C> <C>
Reportable segments
External revenues $ 1,111,535 $ 6,708 $ 1,118,243
Depreciation and amortization 20,952 40,042 60,994
Operating loss (7,988,106) (2,631,343) (10,619,449)
Assets 5,424,467 1,683,733 7,108,200
Capital expenditures 13,973 1,688,807 1,702,780
</TABLE>
Products and Services Revenues
The table below presents external revenues for groups of similar
products and services for the year ended December 31, 1999:
<TABLE>
<S> <C>
Purses revenue from boxers $ 231,011
Contract and agency fees 475,929
Endorsement and marketing fees 181,475
Ticket revenues 69,303
Merchandise revenues 160,525
--------------
$ 1,118,243
==============
</TABLE>
Both segments of the Company are operating in and have derived their
revenues in the United States.
13 - SUBSEQUENT EVENT
On February 5, 2000, WWES entered into an agreement to acquire an
Internet boxing web site for $100,000 cash and 100,000 shares of
restricted common stock to be paid over a term of 24 months.
F-21
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Worldwide Entertainment & Sports Corp. on Form S-3 (File No. 333-30860) of our
report dated March 3, 2000, on our audits of the consolidated financial
statements and financial statement schedule of Worldwide Entertainment & Sports
Corp. as of December 31, 1999 and for the year ended December 31, 1999, which
report is included in this Annual Report on Form 10-KSB.
Friedman Alpren & Green LLP
New York, New York
March 30, 2000
