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 This information is provided by RNS The company news service from the London Stock Exchange
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