U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2000
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to _______________
Commission file number 000-21585
Worldwide Entertainment & Sports Corp.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 22-3393152
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
276 Fifth Avenue, New York, New York 10001
(Address of Principal Executive Offices)
(212) 689-5888
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
29 Northfield Avenue, Ste. 200
West Orange, New Jersey 07052
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, $.01 par value - 25,831,274 July 31, 2000
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
PART I.
Item 1. Financial Statements
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(Unaudited)
ASSETS
Current assets
Cash $ 4,106,706
Certificates of deposit 155,721
Accounts receivable, less allowance for doubtful accounts of $278,135 374,708
Prepaid expenses and other current assets 2,048,577
Due from boxers and other related parties, net of allowances of $810,600 151,419
Investment in joint venture 75,000
Inventory of memorabilia 53,346
Demand note receivable 12,350
------------
6,977,827
Total current assets
Property and equipment - at cost, net of accumulated depreciation 1,862,881
Goodwill, net of accumulated amortization 230,456
Security deposit and other assets 64,166
--------------
$ 9,135,330
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 570,250
Cash Overdraft 92,083
Loans payable 160,000
Income taxes payable 2,800
--------------
Total current liabilities 825,133
--------------
Stockholders' equity
Common stock, $.01 par value; 60,000,000 shares authorized,
25,831,274 shares issued and outstanding 258,313
Additional paid-in capital 35,925,224
Accumulated deficit (27,873,340)
--------------
8,310,197
--------------
Total liabilities and stockholders' equity $ 9,135,330
==============
See notes to unaudited condensed consolidated financial statements.
2
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
Purse income $ 28,784 $ 19,283 $ 45,784 $ 37,189
Contract and agency fees 108,421 30,000 148,155 30,000
Endorsements and marketing fees 122,901 141,567 178,901 167,332
Ticket revenues 0 17,813 3,465 17,873
Merchandise revenues 2,323 88,424 10,691 152,602
----------- ----------- ----------- -----------
262,429 297,087 386,996 404,996
----------- ----------- ----------- -----------
Cost of revenues 2,861 92,304 16,105 115,000
Training and related expenses 138,342 132,060 249,604 283,803
Promotional expenses 201,191 68,784 850,645 91,748
Selling, general and administrative
Expenses 3,616,037 836,910 6,285,589 1,910,294
----------- ----------- ----------- -----------
3,958,431 1,130,058 7,401,943 2,400,845
----------- ----------- ----------- -----------
Loss from operations (3,696,002) (832,971) (7,014,947) (1,995,849)
Other income 10,178 36,339 24,994 60,665
----------- ----------- ----------- -----------
Loss before income taxes (3,685,824) (796,632) (6,989,953) (1,935,184)
Income taxes 5,073 240 7,955 240
----------- ----------- ----------- -----------
Net Loss $(3,690,897) $ (796,872) $(6,997,908) $(1,935,424)
=========== =========== =========== ===========
Basic and diluted loss per share $ (.17) $ (.08) $ (.35) $ (.18)
=========== =========== =========== ===========
Weighted average common shares
outstanding 21,438,810 10,128,135 20,129,837 11,033,674
3
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
2000 1999
---- ----
Cash Flow from Operating Activities $(3,936,658) $(2,307,923)
Cash Flows from Investing Activities (525,441) (1,259,657)
Cash Flows from Financing Activities 5,835,755 5,562,001
----------- -----------
Net Increase in Cash and Cash Equivalents 1,373,656 1,994,421
Cash and Cash Equivalents at Beginning of Period 2,733,050 115,160
----------- -----------
Cash and Cash Equivalents at End of Period $ 4,106,706 $ 2,109,581
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for
Income Taxes: $ 11,878 $ 240
Noncash financing activities
Issuance of common stock for consulting and other services 2,801,826 2,981,846
Stock-based action charged to expense 1,847,667 149,463
Undistributed stock in connection with acquisition 120,000
Issuance of common stock in connection with acquisition 37,846
Amounts payable in connection with acquisition 60,000
See notes to unaudited condensed consolidated financial statements.
4
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:
1. Nature of Organization:
Worldwide Entertainment & Sports Corp. (the "Company") was incorporated in
Delaware on August 15, 1995, for the purpose of providing management,
agency, and marketing services to professional athletes, artists and
entertainers, principally to boxers, football players and motor sports
teams and drivers.
2. Basis of Presentation:
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to make the information
presented not misleading. The condensed consolidated financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's annual report on Form 10KSB for the year
ended December 31, 1999 and on the Form 8-Ks filed by the Company on
February 18 and June 29, 2000.
The condensed consolidated financial statements included herein reflect, in
the opinion of management, all adjustments (consisting primarily only of
normal recurring adjustments) necessary to present fairly the results for
the interim periods. The results of operations for the six months ended
June 30, 2000 are not necessarily indicative of results to be expected for
the entire year ending December 31, 2000.
The Company's consolidated financial statements for the year ended December
31, 1999 were prepared assuming that the Company will 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.
Management's plans include obtaining continued financing by issuing common
stock while developing various marketing strategies, including increasing
revenues from its expanding clientele of professional athletes and
aggressively reducing expenses and analyzing acquisition candidates, which
are presently profitable. 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. During the second quarter of 2000, the Company
closed on two private placements of its common stock in which it raised net
proceeds of approximately $5,379,000. Management believes that the
Company's current cash position will be sufficient to fund its operations
over the next six months.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. The condensed consolidated financial statements include the accounts of
the Company and all of its wholly owned and majority owned subsidiaries.
All significant inter-company balances and transactions have been
eliminated.
2. Purse revenue is recognized upon completion of a fight as a percentage
of the boxer's purse. Ticket and commission revenues are recognized at the
time of the fight. Contract and agency fee revenues are recognized ratably
over the various athletic seasons. Merchandise revenue is recognized upon
the sale of memorabilia merchandise.
3. Basic net loss per share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding during the
year. Diluted EPS has not been presented because its effect would be
anti-dilutive.
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4. The Company files a consolidated federal income tax return and has net
operating loss carryforwards for Federal income tax purposes, expiring in
2020, amounting to approximately $19,000,000. No deferred tax asset is
reflected in the accompanying condensed consolidated balance sheet due to a
related valuation allowance equal to the balance of the deferred tax asset.
5. For purposes of the statement of cash flows, all highly liquid
investments with original maturities of three months or less are considered
to be cash equivalents. Cash balances are maintained in several financial
institutions insured by the Federal Deposit Insurance Corporation up to
$100,000 for each bank. At June 30, 2000, the Company's uninsured cash
balances amounted to approximately $4,138,000.
6. Inventory is stated at cost or market, whichever is lower. Cost is
determined by the first-in, first-out method.
7. Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation.
NOTE C - ISSUANCE OF COMMON STOCK
During the three months ended June 30, 2000, the Company completed two
private placements, which began in May 2000 and sold 5,759,503 units
consisting of 5,759,503 shares of restricted common stock and 5,759,503
warrants to acquire common stock. The sale of the shares generated net
proceeds, after deduction of underwriting discounts and offering expenses,
of approximately $5,379,000.
On April 4, 2000, the Board of Directors authorized the issuance of
1,000,000 shares of restricted common stock to Charles Koppelman, a member
of the Board of Directors of the Company, in consideration for services
rendered to the Company and his continuing to render such services through
June 30, 2002.
On May 3, 2000, the Board of Directors authorized the issuance of 160,000
shares of restricted common stock as compensation for management and
consulting services.
NOTE D - STOCK OPTION AND WARRANT GRANTS
On April 4, 2000, the Board of Directors authorized the issuance of
1,300,000 non-qualified options to WWES' employees and directors
exercisable at $1.66 per share for a five-year term.
On April 4, 2000, the Board of Directors authorized the issuance of 40,000
non-qualified options exercisable at $1.50 per share for a five-year term
in connection with public relations service.
On April 4, 2000, the Board of Directors authorized the issuance of 125,000
Warrants to Charles Koppelman, exercisable at $1.66 per share for a five
year term in connection with his services as Chairman of Sportcut.com.
On May 3, 2000, the Board of Directors authorized the issuance of 15,000
qualified options to WWES' employees exercisable at $1.10 per share for a
five-year term.
On May 3, 2000, the Board of Directors authorized the issuance of 35,000
non-qualified options exercisable at $1.75 per share for a five-year term
in connection with legal services rendered.
On June 15, 2000, the Board of Directors authorized the issuance of
1,300,000 non-qualified options to WWES' employees exercisable at $1.00 per
share for a ten-year term.
On June 15, 2000, the Board of Directors authorized the issuance of 250,000
non-qualified options exercisable at $1.00 per share for a ten-year term in
connection with consulting services.
On June 15, 2000, the Board of Directors authorized the issuance of 250,000
non-qualified options to Charles Koppelman, exercisable at $1.00 per share
for a ten-year term in connection with his agreement to become Chairman of
the Board of Directors of the Company.
6
NOTE E - 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 C. All revenues generated in the
segments are external. The website e-commerce business has been operational
since November 1999. For the six months ended June 30, 2000, reportable
segment information is as follows:
PA Website Total
Reportable segments
External revenues $ 342,648 $ 44,348 $ 386,996
Depreciation and Amortization 9,066 221,041 230,107
Operating loss 4,771,495 2,244,452 7,015,947
Assets 7,016,247 2,108,201 9,124,448
Capital expenditures 3,038 622,292 625,330
The table below presents external revenues for groups of similar
products and services for the six months ended June 30, 2000:
Purses revenue from boxers $ 45,784
Contract and agency fees 148,155
Endorsement and marketing fees 178,901
Ticket revenues 3,465
Merchandise revenues 10,691
----------
$ 386,996
==========
Both segments of the company are operating in and have derived their
revenues in the United States.
NOTE F - GOODWILL
Goodwill represents cost in excess of fair value of net assets acquired
from the purchase of the internet website transaction, and is being
amortized over 10 years. The company periodically re-evaluates its
recoverability. In management's opinion there has been no impairment of
goodwill at June 30, 2000.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
THE COMPANY
Worldwide Entertainment & Sports Corp. is a management and agency company,
providing services to professional athletes and entertainers, principally
through its NFL agency business, its Motorsports Division, and its Boxing
Division. The Company also has expanded its business in 1999 and 2000 to the
Internet through the incubation of its Internet subsidiary, Sportcut.com, Inc.
("Sportcut"), a sports website successfully launched in November 1999 and the
acquisition of Houseofboxing.com ("Houseofboxing.com"), a popular boxing content
website in February 2000.
In June 2000, the Company announced that it appointed Robert Gutkowski,
former President and Chief Executive Officer of both Madison Square Garden and
The Marquee Group, as President and CEO of the Company and had elevated Charles
A. Koppelman, former Chairman and CEO of EMI Records Group-North America, to
Chairman of the Board of Directors. Mr. Gutkowski has extensive executive
experience in the sports and entertainment business and concurrently with such
appointments Marc Roberts resigned as Chairman, President and Chief Executive
Officer of the Company. In 1991 Gutkowski was named President of Madison Square
Garden. In that position, he was responsible for the operations of the New York
Knickerbockers, the New York Rangers, which won the 1994 Stanley Cup
Championship, and MSG Communications, which included the MSG Network. While
President of the MSG Network, Gutkowski negotiated the landmark twelve-year $486
million deal to telecast New York Yankees baseball and the network grew to
become the nation's largest and most profitable regional sports network. In 1994
he founded and later took public, The Marquee Group, a worldwide sports and
entertainment firm that managed, produced and marketed sports and entertainment
events and provided representation for athletes, entertainers and broadcasters.
At Marquee, Gutkowski executed an aggressive growth strategy through the
acquisition of such companies as Athletes and Artists, Sports Marketing and
Television International, QBQ Entertainment, Tollin-Robbins Entertainment, Park
Associates, Alphabet City Records, Cambridge Golf and ProServ. He successfully
sold The Marquee Group in 1999 to SFX Entertainment for more than $100 million.
Charles Koppelman is the prominent music and entertainment entrepreneur
who, over a 25-period beginning in 1965, built and acquired music properties
that were sold for over $400 million in 1989. From 1989 to 1992, Koppelman was
Chairman and CEO of EMI Music Publishing and SBK Records. From 1993 to 1997
Koppelman was Chairman and CEO of EMI Record Group-North America and
successfully oversaw all North American activities of EMI many record labels. He
is currently Chairman and CEO of CAK Entertainment, Chairman of Medalist
Entertainment, an affiliate of Alliance Entertainment, and is acting Chairman of
Steve Madden Ltd.
Messrs. Gutkowski and Koppelman intend initially to produce a new look, new
name, and new logo for the Company, and develop a global corporate strategy. In
that regard, the Company is presently considering several potential acquisitions
and investments in the sports business and the entertainment business. There can
be no assurance that the Company will be able to consummate any potential
acquisitions or investments. The Company's new management also is carefully
reviewing all existing operations of the Company and its subsidiaries to
determine the most effective strategy as promptly as reasonably possible to
achieve profitability for such operations, including cost-cutting measures,
revenue enhancement measures and, if appropriate, the sale or other disposition
of any of such existing operations. As an initial step in this strategy, in July
2000, the Company reduced the number of full-time employees of its Internet
subsidiary, Sportcut.com, from thirteen to eight employees.
The Company's sports agency business is presently focused on three major
sports: the NFL, motorsports and boxing. In 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.
WWFM presently represents 41 NFL players, including, among others, Antonio
Freeman of the Green Bay Packers, Tyrone Wheatley of the Oakland Raiders, O.J.
McDuffie of the Miami Dolphins and Curtis Enis of the Chicago Bears. WWFM
recently had its finest draft results in its history during the NFL 2000 draft
completed on April 16, 2000 with eight of its players selected by NFL teams.
Four of WWFM's players were selected in the second round of the draft and were
among the top 47 players taken in the draft: cornerback Mark Roman, LSU, 2nd
round, Cincinnati Bengals (34th player selected); wide receiver Todd Pinkston,
S. Miss., 2nd round Philadelphia Eagles (36th player selected); defensive back
Rogers Beckett, Marshall University, 2nd round San Diego Chargers (43rd player
selected); and wide receiver, Jerry Porter, W.Virginia, 2nd round Oakland
Raiders (47th player selected).
In the months of July and August 2000, WWFM had the finest period in its
history, procuring
8
football contracts totaling over $54 Million Dollars for nine players--veteran,
Lance Johnstone, defensive end, Oakland Raiders (up to $36 Million over 7 yrs.;
$6.9 million dollar first year payments); and NFL rookies Todd Pinkston, wide
receiver, Philadelphia Eagles ($3.955 million over 5 yrs.; $1.3 million signing
bonus); Mark Roman, cornerback, Cincinnati Bengals ($3.115 million over
4yrs;$1.35 million signing bonus); Jerry Porter, wide receiver, Oakland Raiders
($4.3435 million over 6 yrs.; $1.75 million signing bonus); Rogers Beckett,
safety, San Diego Chargers ($2.79 million over 4 yrs.; $1.14 million signing
bonus); Darrell Jackson, wide receiver, Seattle Seahawks ($1.25 million over 3
yrs.); Gary Berry, safety, Green Bay Packers ($1.07 million over 3 yrs.);
Michael Wiley, running back, Dallas Cowboys($934,0000 over 3 yrs.); and Eugene
McCaslin, linebacker, Green Bay Packers ($847,000 over 3 yrs.). WWFM's agency
fee is 3% of these contract amounts, (with the sole exception of Rogers Beckett
where the agency fee is 1.5%) payable after receipt of moneys by the players and
assuming fulfillment of the contracts by these players. The Company also views
its large NFL sports agency business as a fertile area for providing inside
access to its Internet companies, Sportcut.com and HOB.com.
In 1998, the Company established a Motorsports Division to generate
corporate sponsorships for race teams competing in different racing circuits, to
procure corporate endorsements for race teams and drivers and to develop
licensing opportunities to sell merchandise bearing the name and mark of certain
racing teams and drivers. In November 1998, the Company's Motorsports Division
procured a three-year primary sponsorship from Castrol North America, Inc. for
the Brewco Motorsports racing car driven by Mr. Casey Atwood in the NASCAR Busch
Grand National Series. In March 2000, the Motorsports Division 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 Dale Jarrett, the 1999 Winston Cup champion and the Winner
of the 2000 Daytona 500; 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.'s 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. The Company has also procured licensing contracts with
Southeastern Conference universities such as The University of Florida, The
University of Georgia, The University of Kentucky, and The University of
Tennessee to likewise license their names and logos for Crews' eye and face
protection products. Production and sale of these items on a mass scale are
planned by Crews to commence in the summer of 2000. The Company is entitled to
receive 20% of all royalties paid to the licensors under these licensing
contracts. In April 2000, the Motorsports Division announced that it had
procured an exclusive contract with International Communications Enterprises, a
telecommunications company which sells telephone calling cards. Under this
agreement, the Motorsports Division will procure similar licensing agreements
with Southeastern Conference universities and NASCAR race teams and drivers for
the licensing of their names and logos for use on International
Telecommunication's telephone calling cards.
The Company's Boxing Division presently represents eleven professional
boxers. The Company is a party to exclusive management contracts with two
heavyweight boxers -- Shannon Briggs, and Danell Nicholson pursuant to which the
Company retains a percentage, ranging from 23 1/3% to 27-1/2%, of the boxers'
purses from all professional boxing contests and exhibitions during the term of
the contracts. Mr. Nicholson is presently the #4 ranked heavyweight in the world
by the International Boxing Federation. 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, nine other boxers, including the current undefeated heavyweight
Robert Davis (22-0).
Establishing and maintaining a presence in each of the foregoing areas of
sport-specific concentration requires significant expenditures. Each such
sports-specific division must develop a roster of clients, establish
relationships within their prospective sports and develop support services to
provide to their 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. For example, the Company
incurs significant training expenses for the boxers under the Company's
management. Not all of such expenses are directly reimbursed pursuant to bout
agreements for such boxers. The Company must continuously incur such expenses in
contemplation of future revenues, the receipt of which is uncertain. For a more
complete description of the Company's business, see the Company's Form 10-KSB
for the year ended December 31, 1999.
In February 2000, the Company, through its wholly owned subsidiary,
Worldwide Houseofboxing.com, Inc., acquired HOB.com, an Internet boxing website
located at www.Houseofboxing.com(the "HOB Website"), for cash and stock totaling
approximately $258,000, payable over two years. HOB.com is listed in Yahoo.com's
directory as one of the most popular boxing websites. In connection with the
acquisition of HOB.com, the principals of HOB.com, Gary Randall and Douglass
Fischer, executed five-year employment agreements with HOB.com 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.com 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
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personalities in the sport and business of boxing. HOB.com also produces high
quality boxing documentaries on-line such as the documentary of "Sugar" Shane
Mosley entitled "Facing Destiny" which it produced in connection with Mosley's
successful world championship bout against Oscar De La Hoya in June 2000.
HOB.com provides such branded content distribution to other sports publications
and is developing an e-commerce store for its web site through which HOB.com
presently plans to sell boxing equipment and apparel and boxing memorabilia.
HOB.com is also presently planning a concentrated drive to procure sponsors
for the HOB Website to generate revenues. HOB.com plans on utilizing the
Company's Chief Executive Officer, Robert Gutkowski, who has extensive
experience in sports marketing, to direct this sponsorship procurement program.
In addition, Mr. Gutkowski expects to utilize his extensive prior experience as
President of Madison Square Garden Network in negotiating cable broadcast
transactions to assist HOB.com in developing an Internet broadcast strategy.
Presently, HOB.com is 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.com, 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.com will enter such
potential areas of business or that available technology will make such business
plans feasible.
In March 2000, the Company announced that HOB.com had executed a five-year
employment agreement with Michael Katz, the long-time boxing sports writer for
The New York Daily News, to write boxing content exclusively for HOB on a
full-time basis. Mr. Katz has won numerous writing awards including the Nat
Fleischer Award for "excellence in boxing journalism", the sports equivalent of
a Pulitzer. In May 2000, HOB.com executed a contract with "Sugar" Shane Mosley,
the undefeated world welterweight champion (35-0, 32 knockouts), pursuant to
which Mr. Mosley agreed to become a spokesperson for HOB.com. His duties include
participating in chats on HOB.com's website, providing publicity for HOB.com in
his public appearances, and providing signed memorabilia for sale on the HOB
Website. Mr. Mosley won the World Boxing Council's welterweight championship in
a bout with Oscar De La Hoya in June 2000.
HOB.com's hiring of Michael Katz and procuring a spokesperson contract with
"Sugar" Shane Mosley exemplifies the progress that HOB.com has made to date in
securing relationships with prominent writers and athletes for its website. In
fact, Yahoo.com has recognized HOB.com as one of the most popular boxing
websites.
In April 1999, the Company formed a subsidiary, Sportcut.com, through which
the Company is developing and operating a sports-themed Internet business
located at www.sportcut.com (the "Sportcut Website"). The Sportcut Website
entertains its visitors through a combination of sports and entertainment
content. The Sportcut Website presently offers several features including an
online sports magazine, online games, and an online community section. As of
March 31, 2000, Sportcut.com employed thirty full-time employees. Subsequently,
in May 2000, Sportcut.com reduced its staff to sixteen full-time employees in a
reorganization designed to eliminate labor redundancies and promote more
efficient business operations with less operating expenses. Thereafter, in July
2000, Sportcut.com reduced its staff further to eight full-time employees to
continue reducing operating expenses and assuring more efficient business
operations. The Company believes that Sportcut.com will need substantial
additional capital during 2000 to fund its operations.
Sportcut.com launched 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, and two Sports Illustrated
placements, 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.
Six Months Ended June 30, 2000 Compared with Six Months Ended June 30, 1999
Net revenues for the six months ended June 30, 2000 were $386,996 as
compared to $404,966 for the six months ended June 30, 1999. Purse income
increased to $45,784 for the 2000 period, as compared to $37,189 for the 1999
period. In addition, during the six months ended June 30, 2000, the Company
recognized merchandise revenues from the sale of memorabilia amounting to
$10,691 compared to memorabilia sales of $152,602 during the 1999 period. This
decrease was principally the result of the Company having terminated its
relationship in 1999 with the executive principally responsible for memorabilia
sales. In six months ended June 30, 2000, the Company recognized $148,155 of
contract and agency fees, as compared to $30,000 in contract agency fees
reflected during the comparable 1999 period. In addition, during the 2000
period, marketing fee income was $178,901, as compared to $167,332 for the 1999
period.
Total expenses for the six months ended June 30, 2000 increased to
$7,401,943, as compared to $2,400,845 for the 1999 period. Boxing, training and
related expenses amounted to $249,604 for the six months ended June 30, 2000
compared to $283,803 for the 1999 period. The principal reason for the decrease
was fewer number of bouts in the 2000 period, offset by costs incurred with new
joint venture arrangements commenced in 1999. Promotion and selling, general and
administrative expenses increased to $6,285,589 for the 2000 six-month period as
compared to $1,910,294 for the corresponding 1999 six-month period. Such
increases were attributable to the increase in total salaries, the operational
costs of Sportcut.com which was approximately $1,905,000 in operational expenses
and acquisition of and operational costs for HOB.com during the 2000 period.
Other increased expenses were for items such as promotions, rent, telephone,
insurance, consultants, and travel expenses. Also, there were non-cash expenses
of $4,649,493 for stock compensation costs and for services rendered to the
Company during the six month period ended June 30, 2000.
As a result of the foregoing, net loss for the six months ended June 30,
2000 increased to $6,997,908 as compared to $1,935,424 for the comparable June
30, 1999 period.
Liquidity and Capital Resources
The Company's principal source of operating capital has been provided by
public and private sales of the Company's equity securities, as supplemented by
revenues from operations. At June 30, 2000, the Company had working capital of
$6,152,694 which amount was primarily the remaining net proceeds from the
Company's private placement of its common stock, which was completed in June
2000.
The Company's material commitments for capital expenditure are management
salaries, anticipated training expenses and recruitment expenses. The Company's
Internet subsidiaries, Sportcut.com and HOB.com will continue to need
substantial capital funding in excess of $1,000,000 during the next twelve
months. Management salaries are approximately $1,295,000 per annum, which could
increase if the Company develops a need for additional executive management.
Training expenses for the year are estimated at approximately $600,000,
depending upon the number of bouts. Recruitment and promotional expenses are
estimated at approximately $1,000,000, subject to variations depending upon
player availability and recruiting success. The foregoing represents the
expected significant uses of working capital during the next twelve months. The
Company believes that its current cash and cash equivalents will be sufficient
to fund its operations over the next six months or longer. However there can be
no assurance that the Company will have sufficient revenues after such time to
fund its operating requirements. Accordingly, the Company may be required to
seek additional financing through bank borrowings, private or public debt or
equity financing or otherwise. The Company concluded a private placement of its
securities in June 2000 in which it raised aggregate proceeds of approximately
$5,736,000. There can be no assurance that any additional financing will be
available to the Company on favorable terms, if at all.
11
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
1. On June 29, 2000, the Company filed a Current Report on Form 8-K to report
the appointment of Robert Gutkowski as President and Chief Executive Officer of
the Company and the appointment of Charles Koppelman as Chairman of the Board of
the Company and the resignation of Marc Roberts as President, Chief Executive
Officer and Chairman of the Board of Directors of the Company, and other items
discussed therein.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Worldwide Entertainment & Sports Corp.
(Registrant)
Date: August [ ], 2000 /s/ Robert Gutkowski
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Robert Gutkowski, President
Date: August [ ], 2000 /s/ Roy Roberts
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Roy Roberts