Annual Report and Accounts
World Sport Group PLC
23 December 2002
Date: 23 December 2002
On behalf of: World Sport Group plc ('World Sport Group' or 'the
Company')
Embargoed until: 0700hrs
World Sport Group plc Report and Accounts for the period ended 30 December 2001
Chairman's statement
World Sport Group was admitted to AIM in August 2001 since when the Group has
experienced an exceptionally challenging period. The economic slowdown during
this time had a significant impact on our business, and then the events of
September 11 2001 affected the advertising and sponsorship industry particularly
severely. The Board responded to these events by undertaking extensive
restructuring but, despite this, results have not met expectations.
For the period ended 30 December 2001, we report an operating profit for the
Group's continuing businesses (before goodwill and exceptional administrative
expenses) of £2.76 million. In view of the prevailing business climate, we have
decided to write down the value of goodwill to £11.007 million. This write down,
which we see as prudent and necessary, has resulted in a one-off charge against
the profits of the business of £74.07 million, and an overall loss of £77.17
million. Earnings per share amounted to 3.84 pence, calculated on attributable
profit (excluding discontinued operations, exceptional items, exceptional
administrative expenses, goodwill amortisation and the goodwill write down).
After taking account of these items the loss per share for the period was 169.11
pence.
In light of difficult market conditions, which show no immediate signs of
alleviating, the Independent Directors and the Proposed Director have decided
that the Group's future strategy should be focused on executive sports sales and
marketing, and especially on professional golf. This is because executive sports
and professional golf in particular have become a profitable niche area for the
Group.
Accordingly, the Company intends to dispose of those Group companies that are
primarily involved with football and cricket and which, in the view of the
Independent Directors and the Proposed Director will continue to require long
term investment, to Park House Holdings Limited. After the Disposal the Group
will be restructured to focus on its strengths and existing rights ownership in
professional golf.
That we were insufficiently prepared for the problems of the past year is
something that the Board and in particular the Executive Directors acknowledge.
We underestimated the severity of the global marketing budget cutbacks that
resulted from September 11, and did not rationalise our own costs and
operational structures quickly enough. The combination of a material shortfall
in revenues compared to budget and under performing business partnerships have
all contributed to the lack of profitability.
We are working hard to turn the situation around, and I would personally like to
pay tribute to our staff, who have all made such tremendous efforts over the
past year. Their dedication and determination in the face of very trying
circumstances has been remarkable.
Looking to the future, I personally believe that our proposed strategy of
disposals and downsizing will provide the most effective opportunity for
recovery. It will significantly reduce our operational cost base going forward
and help clear the way for the Group to concentrate on its key strengths, most
notably in international professional golf. Here, our existing rights ownership
and portfolio will give us, in my view, a significant commercial advantage in a
niche and growing sport. I believe that the planned restructuring, combined with
the Disposal and Open Offer announced today, will help the business to achieve
its full potential, which is why certain of the other Independent Directors who
are Shareholders, the Proposed Director and the other Institutional Shareholders
will be taking up their rights in full under the Open Offer. The remainder has
been fully underwritten by myself, The Tokyo Settlement, Keld Kristiansen,
Ronald Littleboy, Harbour Trustees Limited, Adam & Company (Nominees) Limited,
Laing & Cruickshank Investment Managers Limited and Seymour Pierce.
In closing, I would like to stress my personal and confident belief in the
Group's future as a leaner, fitter and more focused organisation following the
Disposal and Open Offer.
DAVID CICLITIRA
Executive Chairman
23 December 2002
Financial Report
Overview to December 2001
In this period, the Group's continuing business activities generated a profit
before tax of £1.71 million, excluding exceptional items and one-off charges
(i.e.exceptional administrative expenses, goodwill impairment and amortisation).
Including these and discontinued operations, the Group reported a total pre-tax
loss of £77.23 million. The adjusted earnings per share figure for the period
was 3.84p, against a prior year figure of 5.85p. Shareholders should be aware
that, as the Group typically loses money in the first half of the calendar year,
these results therefore incorporate the strongest part of the Company's year.
Accounting Review
In the course of finalising the Group's first audit as a plc the Directors
undertook a detailed review, in consultation with its auditors and in light of
prevailing market conditions, of a number of aspects of the accounts. Aspects
reviewed included the revenue and cost recognition accounting policies, the fair
values assigned to the assets of World Sport Group (Jersey) Limited at the time
of its acquisition and the carrying value of the goodwill arising therefrom. As
a result of the review, the Board took three decisive actions:
(i) £2.74 million of provisions were made against the balances due from
associated entities and third parties as at 15 August 2001;
(ii) the carrying value of the goodwill was written down to £11.007 million (see
note 13), and;
(iii) further to adopting the rights fees recognition accounting policy, the
Group bore an additional charge against the working capital projections for 2001
of £0.51 million.
Business Review and Goodwill Adjustment
The Group implemented a full and detailed review of the carrying value of the
Group's goodwill. Following this review, the Board decided to make a one off
charge to the Company's profit and loss account of £74.07 million and write down
the carrying value of the goodwill to £11.007 million. Given the severe impact
of market conditions on the Group's balance sheet and this period's
profitability, the Board considered that this represented the most prudent
course of action available to the Group.
Turnover & Revenues
Turnover for the six month period was £18.46 million. This was considerably
below target due to the adverse effect of poor market conditions on TV
advertising revenues in Europe, and on sponsorship negotiations for football and
cricket. This is more fully described in Part 1 of the document issued to
shareholders today.
Operating Profit
After deducting rights fees, golf prize money and other direct costs from the
Group's gross revenues, the continuing business activities generated a gross
profit during the period of £11.20 million. Operating expenses, being primarily
office costs and overheads plus salaries and other personnel costs, were £8.44
million, and goodwill and exceptional administrative expenses totalled £77.54
million. Thus the operating profit for continuing businesses before goodwill and
exceptional administrative expenses totalled £2.76 million.
Exceptional Administrative Expenses and Exceptional Items
The exceptional administrative expenditure of £2.19 million comprises provisions
against balances due from associate undertakings of £1.63 million, £0.21 million
of costs incurred in acquiring World Sport Group (Jersey) Limited, £0.21 million
of aborted deal costs and £0.14 million of redundancy costs. Exceptional items
in the discontinued column of £0.36 million relate to redundancy costs arising
on the closure of North American operations.
Share of Operating Loss in Associates
A number of the Group's associated entities are in the early stages of their
development and, in total, the Group's share of the net losses incurred by these
in the period was £0.97 million. £0.11 million of this total is related to Golf
Festival Asia Pte Ltd, now discontinued. The remaining £0.86 million of the
total is related to continuing operations, and is primarily attributed to the
Group's share of losses in Global Cricket Corporation, Sportal Asia Limited and
Tour de las Americas Ltd.
In 2002, the above entities were restructured as follows:
(i) Global Cricket Corporation
On 24 July 2002, binding heads of agreement were entered into whereby News Corp,
agreed to acquire World Sport Group's shares in Global Cricket Corporation with
effect from 1 January 2002.
(ii) Sportal Asia Ltd
Following the demise of Sportal Limited in the UK, the Group took management
control of Sportal Asia Ltd and has consolidated its results into those of the
Group.
(iii) Tour de Las Americas Ltd
The business has substantially reduced its cost base by transferring its
administrative activities to the PGA governing body, restructuring its tour
sponsorship arrangements and reducing its head count.
Acquisitions and Disposals
During the period the Group withdrew from a number of its less profitable
businesses, specifically motor racing, Football Expo and the cricket joint
venture with News Corp. The Group made two acquisitions. The smaller acquisition
was for 50 per cent. of a sports marketing business in South Africa that managed
a wide variety of sporting activities including stopovers for the prestigious
Volvo Ocean Race and BT Global Challenge, and has been retained to manage the
2003 President's Cup golf event for the US PGA Tour. The acquisition was made
for a cash consideration of £0.29 million. The other major acquisition during
the period was the purchase of World Sport Group (Jersey) Limited, the entity
formed to purchase the businesses of WSGL and PMI. Full details of these groups
and the transaction were documented in the document circulated to Shareholders
in July 2001.
The acquisition of World Sport Group (Jersey) Limited gave rise to goodwill on
consolidation of £75.44 million. As previously explained the total goodwill
value was reviewed in the context of the business climate and written down to
£11.01 million, to be amortised on a systematic basis over twenty years, its
estimated remaining useful economic life. In addition the fair values assigned
to World Sport Group (Jersey) Limited's assets and liabilities, which are
detailed in note 15 to the accounts, were reviewed. Here, adjustments of £2.74
million were made as provisions against the recoverability of certain debtor
balances.
Note 15 also contains the results of World Sport Group (Jersey) Limited being an
aggregation of the results of WSGL and PMI for the period from 1st January 2001
to the acquisition of World Sport Group (Jersey) Limited. As described in the
note, these results are stated after charging a number of non-recurring costs
including the transaction costs of the respective entities, the losses of a
number of discontinued businesses, exceptional items and goodwill amortisation.
Pre-tax loss for this period was £6.02 million. At the time of the acquisition
of World Sport Group (Jersey) Limited, the Company had cash of £14.88 million
and raised £5.48 million from the issue of new shares. This cash was primarily
used to settle the net liabilities of the acquired entity, the expenses of the
share issue, fees/costs of the transactions and to fund the working capital
requirements of the Group. At the period end the Group had net debt of £1.26
million.
Interest and Taxation
The Group paid net interest of £0.19 million arising from its overdraft, and the
structure of its banking facilities over the period. There was a small tax
charge against the Group's share of profits in an associated entity and minimal
overseas tax payable.
Loss/Earnings Per Share
Adjusted earnings per share showed a decrease, from 5.85p (year ended 30th June
2001) to 3.84p (period ended 30 December 2001). It should be noted that this is
not an accurate reflection of a full year's trading cycle, due to the atypical
nature of this reporting period and the seasonal nature of the Group's income.
The adjusted earnings as shown in Note 12 to the accounts are based upon the
attributable profit of the continuing operations after adjusting for goodwill
and all exceptional items. At the end of this period, the Company made no final
dividend recommendation and does not anticipate making dividend payments in the
foreseeable future
Consolidated profit and loss account for the 6 months ended 30 December 2001
Shareholders should note that the figures in the table below summarise those
contained in the interim results, which are fully detailed in the document sent
to shareholders today. The full set of results further analyses the results for
the 6 months ended 30 December 2001 into continuing and discontinued operations.
Total Total
6 months ended 30 Year ended 30 June
December 2001 2001
£'000 £'000
Turnover 18,464 -
Cost of sales (7,213) -
Gross profit (11,251) -
Administrative expenses (86,968) (379)
Other operating income 15 -
Operating profit/(loss) before goodwill 2,156 (198)
Impairment of goodwill (74,065) -
Goodwill amortisation (1,607) -
Administrative expenses - exceptional; (2,186) (181)
Operating loss (75,702) (379)
Share of operating loss in associates (969) -
Exceptional items - Cost of (362) -
fundamental restructuring
Loss on ordinary activities (77,033) (379)
before interest and tax
Interest receivable 181 820
Interest payable (375) -
(Loss)/profit on ordinary (77,227) 441
activities before tax
Tax on (loss)/profit on (16) (2)
ordinary activities
(Loss)/profit on ordinary (77,243) 439
activities after tax
Minority interests 70 -
(Loss)/profit for the (77,173) 439
financial period
(Loss)/earnings per share
- basic and diluted (169.11p) 4.14p
- adjusted 3.84p 5.85p
Balance sheets at 30 December 2001
Group Group Company Company
30 December 30 June 30 December 30 June
2001 2001 2001 2001
£'000 £'000 £'000 £'000
Fixed assets
Intangible assets 11,007 - - -
Tangible assets 1,100 - - -
Investment 1,756 - 10,332 -
13,863 - 10,332 -
Current assets -
Debtors- due within one year 16,512 487 36 586
- due after one year 1,169 - - -
17,681 487 362 586
Cash 2,305 15,147 - 14,946
19,986 15,634 362 15,532
Creditors: amounts falling due within (19,656) (235) (648) (234)
one year
Net current assets/(liabilities) 330 15,399 (286) 15,298
Total assets less current liabilities 14,193 15,399 10,046 15,298
Creditors: amounts falling due (26) - - -
after one year
Provisions for liabilities and (5,301) - - -
charges
Net assets 8,866 15,399 10,046 15,298
Capital and reserves
Called up share capital 11,453 7,182 11,453 7,182
Share premium account 24,277 20,247 24,277 20,247
Merger reserve - - - -
Other reserves 5,591 557 5,591 557
Profit and loss account (32,352) (12,587) (31,275) (12,688)
Shareholders' funds - equity 8,969 15,399 10,046 15,298
Minority interest - equity (103) - - -
8,866 15,399 10,046 15,298
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