2012 annual report   Contents
Highlights 2
Chairman’s statement 6
Chief Executive’s review 8
Finance review 12
Governance 18
Board of directors 20
Principal risk and uncertainties 22
Directors’ report 23
Directors’ remuneration report 26
Corporate governance report 30
Directors’ responsibilities statement 34
Independent auditor’s report to the members of TLA Worldwide plc 36
Group income statement 38
Group statement of comprehensive income 39
Group balance sheet 40
Group statement of changes in equity 41
Group statement of cash flows 42
Notes to the consolidated financial statements 54
Independent auditor’s report to the members of TLA Worldwide plc 76
Company balance sheet 78
Notes to the parent company financial statements 79
End notes 84
Shareholder information 86 Financial  
highlights
TLA client Angel Pagan
2
TLA Worldwide PLC     Adjusted EBITDA* up 7.5% to $6.6 million at a 43% margin 
(2011: unaudited pro forma EBITDA**: $6.1 million).
Revenue of $15.1 million, up 9% on unaudited pro forma of 
$13.8 million in 2011.
Adjusted basic earnings per share*** of 4.19 cents  
(2011: 0.02 cents).
Cash balance at 31 December 2012 up 32% to $4.1 million, 
giving net debt of $3.9 million.
Successful agreement of new long-term debt facility  
and revolver.
Maiden dividend of 0.6 pence per share, reflecting the 
Board's confidence in the performance of the business.
Contracted revenue approximately $40 million, up 33%  
(2011: $30 million).
Statutory operating profit of $1.2 million.
* Adjusted EBITDA is defined as operating profit adjusted to add back depreciation, amortisation of acquired 
intangible assets and any other acquisition related charges, share-based payments charges and exceptional items.  
A further description is provided in the Finance Review.
** Unaudited pro forma financial information for the year ended 31 December 2011 is based on unaudited management 
accounts of both Legacy and Agency for the period from 1 January 2011 to 7 December 2011, aggregated with the 
trading results of the Group for the period from 8 December 2011 to 31 December 2011. The aggregated financial 
information is then adjusted for member earnings, certain exceptional costs and an estimate of central costs as 
further described in the Finance Review.
*** Adjusted profit per share is defined as adjusted profit f or the period divided by the weighted average number of 
Ordinary Shares in issue during the period. Adjusted profit for the period is defined as profit for the period adjusted 
to add back amortisation of acquired intangible assets and any other acquisition related charges, share-based 
payment charges, fair value movement on financial derivatives and exceptional items. A further description is 
provided in note 2 to the accounts.
 7.5%
 9.0%
� 4.19¢
 32.0%
 33.0%
0.6p
$1.2 m
financial hi ghli ght s
3
    Annual Report 2012 Operational  
highlights
TLA client Carl Crawford
4
TLA Worldwide PLC     52
net new client wins,  
taking total number of  
clients to 380 – a growth  
of 147% from 2011.
Excellent showing by TLA’s coaching business at 2012 
NCAA year-end Men’s Basketball Tournament.
Negotiated high-profile deals for TLA clients with premier 
brands such as Pepsi, Red Bull, Subway, Tyco and Ticketmaster.
TLA nominated as Best in Talent Representation  
and Management at the prestigious 2013 Sports 
Business Awards.
42
top 10 finishes by TLA clients 
on PGA Tour and four players 
in the Fed Ex Cup.
21 
clients selected as  
Major League All-Stars.
2012
2011
57 
Major League Baseball  
clients at start of the 2013 
season – a 67% increase on 
the previous season.
Negotiated more than $210 million of 
guaranteed contracts for our baseball clients in 
the 2012 off-season (2011: $100 million).
opera ti onal hi ghli ght s
Successful acquisition of baseball representation firm 
Peter E Greenberg & Associates, establishing TLA 
as the leading agency in the representation of Latin 
American Major League Baseball players.
Enhanced and expanded sales functions and 
capabilities within the TLA group.
The hiring of an MLB executive to the newly created 
position of senior vice president of business 
development including events.
Opening of a new office in 
Venezuela to drive growth in 
Latin America.
 2012    2013
5
    Annual Report 2012 Chairman’s statement
I am pleased to report that the first full  
financial year of operations for TLA Worldwide plc  
(TLA or the Group) has been a successful one. 
Following TLA’s listing on the Alternative Investment Market (AIM) on 8 December 2011,  
it has fully integrated its portfolio companies under one unified brand, and completed a  
bolt-on acquisition of Peter E. Greenberg & Associates (PEG) to further extend our reach into 
Major League Baseball (MLB) by targeting the high growth region of Latin America. We also 
realigned and enhanced the Group’s sales functions. As a result, TLA is now a market leader  
in the representation of professional baseball players. 
TLA has also expanded its sports marketing offering. It is particularly strong in talent  
marketing, with special competencies in the representation of broadcasters, coaches and 
professional golfers. The short listing of TLA as Best in Talent Representation and Management 
at the prestigious 2013 Sports Business Awards is a testimony to the hard work of our people 
and the growing reputation of the Group.
Review of results
For the year ended 31 December 2012, the Group reported:
 w revenues of $15.1 million;
 w operating profit of $1.2 million;
 w adjusted EBITDA
1
 of $6.6 million;
 w contracted revenues for future periods now stand at $40 million; 
 w cash at the end of the period was $4.1 million; and
 w the payment of our maiden dividend of 0.6 pence per share, reflecting the confidence  
of the board in the cash generation of the Group.
Review of operations
The operational integration of TLA following our acquisition of PEG is complete with PEG reposi-
tioning itself within the TLA brand. We currently have more than 50 full-time personnel and nine 
locations worldwide (London, New York City, Newport Beach, San Francisco, Houston, Charleston 
SC, Phoenix, Miami and Maracay in Venezuela). There have been 52 net new client wins in 2012, 
demonstrating the benefits of the combined Group and reflecting the efforts of our team. 
Nine locations 
worldwide (London, 
New York City, Newport 
Beach, San Francisco, 
Houston, Charleston 
SC, Phoenix, Miami and 
Maracay in Venezuela)
6
TLA Worldwide PLC     In January 2013, we renegotiated and expanded our banking facility to include a revolving 
facility to fund any future acquisitions and for general corporate purposes. We also appointed 
Numis Securities Limited as nominated adviser and broker to TLA as we strive to move the 
business forward.
Board changes
In June 2012, Andy Pearson was appointed as a non-executive director to the Board.  
Andy brings substantial experience to the Group. As a senior partner at KPMG for 16 years  
he formed and led KPMG’s Transaction Services business in the Midlands between 1999 and 
2005 and led work on more than 100 M&A or financing transactions. 
Additionally, effective 29 November 2012, Gareth Jones, TLA’s group financial controller, was 
promoted to chief financial officer and has joined the Group’s Board. Gareth joined TLA having 
previously advised the Group on its flotation. Previously, Gareth spent four years within the 
Audit and Assurance practice of Ernst & Young, where he worked on companies varying in size 
from start-ups to FTSE 100 clients. He holds a CA qualification and a member of the Institute 
of Chartered Accountants of Scotland.
Outlook
The start of 2013 has been positive and is in line with the Board’s expectations for the year. 
The cash position continues to be strong with cash on balance sheet of $1.2 million as at  
31 March 2013, after the payment of $2.2 million in earn-outs, and 70% of our forecast 2013 
revenue is currently contracted.
From an industry perspective, the strong underlying fundamentals of MLB were further 
confirmed through the recent doubling of its national media rights values to $1.55 billion  
per annum from 2014 to 2021. Additionally, the global sports marketing industry is  
trending positively following the highly successful London 2012 Olympics. Growth in sports 
marketing and sponsorship in the US continues to be robust and TLA is well placed to capture 
this market upswing. 
This year we have delivered a strong set of results and we have performed in line with 
expectations, proving the business model to investors. We remain focused on developing  
the business, expanding our client base and improving the value of the Group’s offering.  
The economic and growth trends are favourable for the sports marketing industry, specifically 
in baseball and the USA generally. We remain confident about TLA’s long-term growth.
The start of 2013 has been positive and is in line with the Board’s expectations for the year. 
The cash position continues to be strong with cash on balance sheet of $1.2 million as at  
31 March 2013, after the payment of $2.2 million in earn-outs, and 70% of our forecast 2013 
revenue currently contracted.
Bart Campbell
Chairman
22 April 2013
7
    Annual Report 2012 Chief Executive’s  
review
$15.1m generated revenue
9% growth (on pro forma basis)
> $210m negotiated contracts for clients
TLA client Johan Santana
8
TLA Worldwide PLC     Trading
The Group has continued to deliver strong sales and profit growth. In our first full year results 
we generated $15.1 million of revenue and growth of 9% on a pro forma basis (2011 pro forma 
$13.8 million; for the 23-day period after our admission to AIM, revenues were $171,000).  
Our adjusted EBITDA was $6.6 million (2011: pro forma of $6.1 million). The reported operat-
ing profit for the year was $1.2m (2011: a loss of $0.7m for the 23-day period) after amortisa-
tion charges of $4.4 million (2011: $0.3 million). 
Adjusted EBITDA
1
 margin for the group was 43% (2011 unaudited pro forma
2
: 44%). 
Adjusted diluted EPS was 4.2 cents (2011 unaudited pro forma: 0.02 cents). Statutory EPS  
for the year was a loss of 1.4 cents per share (2011: 2.7 cent loss per share).
Business review
The group has progressed successfully over the past 12 months and now operates under one 
brand across its operations. We also enhanced our sales team to capitalise on the potential 
within our baseball business and the increased awareness of the TLA organisation.
The baseball division was active during 2012, highlighted by four TLA clients being selected as  
MLB All-Stars in 2012. TLA now has 21 current and past All-Stars on our roster. In the MLB 
Amateur Draft, TLA advised 18 MLB draft picks, an increase of 20% on 2011. 18 of TLA’s clients 
were called up to the MLB compared to four in 2011. 
With the acquisition of PEG, TLA expanded into Latin America and is now a market leader in 
that sector. TLA is off to a strong start in 2013 with nearly 60 clients on MLB 40 man rosters, 
compared to 33 commencing the 2012 season. TLA recently completed a productive off-season, 
negotiating over $210m of contracts for its clients, compared to slightly over $100m in the 
prior off-season. 
The sports marketing division has performed well. We have invested in its sales resources, 
which slightly reduced margins in the short term. Golf had a solid year with 42 top 10 PGA 
Tour finishes and three new PGA Tour clients, including 2012 Rookie of the Year, John Huh, 
and 2010 USA Ryder Cup team member, Jeff Overton, signing with TLA for their exclusive 
representation. 
Talent marketing continued to perform well in commercially promoting its clients, negotiat-
ing deals with high-profile brands such as Pepsi, Red Bull and TicketMaster, as well as its 
exclusive marketing representation of top 10 draft pick in the National Football League, Ryan 
Tannehill. Coaching continued its upward trend by selectively expanding its client base, 
highlighted by its representation of eight of the 64 teams in the 2012 NCAA basketball champi-
onship tournament. Broadcasting added more than 10 new clients to its roster meaning TLA 
now has clients commentating across the media spectrum for networks including ESPN, the 
MLB, NFL and NHL Networks, CBS, NBC, Fox and Turner.
Acquisition
Part of our strategy is to acquire companies that fit into and further enhance our business and 
strategy. It was for this reason that we acquired PEG in November 2012. The acquisition moves 
us into a leading position in the Latin American baseball player market as well as enhancing 
our position as a leading baseball management business in the USA. Latin America is a key 
area for baseball representation, with 23.5% of MLB players originating from Latin America. 
PEG’s key markets of the Dominican Republic and Venezuela produce 10.2% and 7.3% of all 
MLB players respectively.
The integration of PEG into the TLA baseball business is progressing well, with the re-brand 
complete. The additional reach, combined with industry recognised agents, will only continue 
to enhance the TLA brand. During 2013 we intend to consolidate all our New York operations 
into one office, which will complete our integration.
The baseball division 
was active during 2012, 
highlighted by four TLA 
clients being selected 
as MLB All-Stars in 
2012. TLA now has 21 
current and past All-
Stars on our roster.
9
    Annual Report 2012 Michael Principe
Group Chief Executive
22 April 2013
$48 
billion
per annum: the overall worth  
of the US sports market
Equity and debt financing
As part of the acquisition of PEG we raised additional equity. It was pleasing not only to have 
the support of our existing investors but to see new institutions supporting TLA. In January 
2013 we renegotiated our banking facilities, which are in place now until January 2018.  
This enabled us to reduce the interest paid margin by 1% and increase our overall facilities  
to $15 million. The increase in the facilities is by way of a $7 million revolver, which is in 
addition to our current $8 million term loan facility. The revolver is available for the future 
requirements of the group, including acquisitions.
Our markets
The baseball market continues to go from strength to strength. The estimated MLB revenues 
for the 2012 season is expected to be $7.5 billion (2011: $7.2 billion). That revenue figure is 
underpinned by the rapidly growing local broadcast rights market and league attendance. 
MLB’s 2012 gate increased to nearly 75 million, marking a return to pre-recession levels.  
The 2% year-on-year increase is the fifth highest in its history and the largest since 2008. 
These positive factors, combined with the new TV rights deal of $1.55 billion per annum from 
the 2014 season, give MLB a sound footing.
The overall US sports market is worth $48 billion per annum. The key segments of sponsorship 
and media rights are respectively worth more than $9 billion and $12 billion per annum.  
These segments are forecast to grow faster than the overall US sports market at 6.3% and 
7.8% per annum against growth of 4.7%
3
 for the total market. Drilling down further into the 
sports marketing landscape, PGA Tour revenues rose in 2012 to a record high of $1.11 billion, 
highlighted by a nine-year television deal which commenced in 2011 and averages $800 
million per annum. These markets are key drivers for the growth of TLA’s business as they 
underpin the spend by MLB baseball teams as well as increasing our ability to secure  
sponsorship opportunities for our clients.
People
One of the strengths of our business is the quality of our people. As well as the Board appoint-
ments of Andy Pearson and Gareth Jones, we have made a number of key hires, including the 
fulfilment of the newly created position of Senior VP, Business Development. On a personal 
note, I would like to thank all of the TLA team for their enthusiasm, energy and support over 
the last year.
Outlook
As set out in the chairman’s statement, the Group will continue to build upon its progress 
in 2012 by developing organically by expanding the current service offering and geographic 
presence, as well as seeking to make strategic acquisitions if and when the right opportunity 
presents itself.
TLA intends to become the pre-eminent, fully integrated representation and marketing 
services agency with on-field focus on professional baseball. As a combined group, TLA offers 
industry-leading capabilities in baseball, broadcasting, coaching, golf and talent management. 
TLA today offers a stronger platform to recruit new clients and identify new opportunities 
across the portfolio.
2013 has started as expected and the Group is performing is in line with the Board’s  
expectations.
 
10
TLA Worldwide PLC     TLA client Lolo Jones
11
    Annual Report 2012 review
Finance
12 TLA client CC Sebathia
13 This review covers the 12-month trading period from  
1 January 2012 to 31 December 2012. 
For this period the Group reported a statutory loss before tax of $79,000. The performance at 
the operating level, before interest, tax, depreciation, amortisation and exceptional charges 
showed an Adjusted EBITDA
1
 of $6.6 million.
Headline results
2012 
($000)
2011 unaudited  
pro forma ($000) % change
Revenue 15,082 13,793 9.3%
Adjusted EBITDA
4
6,566 6,108 6.0%
Operating profit before tax 1,204 n/a –
Adjusted EBITDA margin
5
43.5% 44.3% (0.8%)
Adjusted earnings per share (¢)
6
4.19 0.02 > 100%
 w Cash balances as at 31 December 2012 of $4.1 million (2011: $3.1 million) and net debt  
of $3.9 million (2011: $6.9m).
 w $15 million facility agreed with SunTrust in January 2013 for five years including a $7m 
revolver to assist with our ongoing corporate development.
Year ended 31 December 2012 
($000)
23-day period to 31 December 2011 
($000)
Revenue 15,082 175
Operating profit/(loss) from operations 1,204 (3,102)
Statutory loss before tax (79) (3,221)
Statutory loss per share (¢) (1.19) (2.72)
Reported results
On a statutory basis the operating profit was $1.2 million (2011: loss of $3.1 million) and the 
loss before tax was $79,000 (2011: loss $3.2 million). 
TLA’s combined network creates a stronger platform to recruit 
new clients and identify new opportunities across the portfolio.
14
TLA Worldwide PLC     TLA segments its operations into baseball representation and sports marketing as follows:
year ended 31 december 2012 
Baseball representation 
($000)
Sports marketing 
($000)
Unallocated 
($000)
Total 
($000)
Revenues 10,065 5,017 – 15,082
Cost of sales (355) (230) – (585)
Gross profit 9,710 4,787 – 14,497
Operating expenses excluding 
depreciation, amortisation and 
exceptional items
(4,246) (2,262) (1,423) (7,931)
Adjusted EBITDA
4
5,464 2,525 (1,423) 6,566
Amortisation of intangibles 
arising on acquisition
(3,081) (1,323) – (4,404)
Depreciation (5) (1) (2) (8)
Exceptional and acquisition-
related costs (see note 4)
– – (950) (950)
Operating profit/(loss) 2,378 1,201 (2,375) 1,204
Finance costs (1,283)
Loss before tax (79)
Tax (1,117)
Loss for the period (1,196)
baseball representation 
2012 ($000) 2011 pro forma
2
 ($000) % change
Revenue 10,065 8,785 15%
Adjusted EBITDA
4
5,464 4,697 16%
Adjusted EBITDA margin
5
54.6% 53.5% –
Operating profit 2,378 n/a –
Headline divisional performance
Trading for the 12-month period ended 31 December 2012 generated $10.1 million of revenue, 
an Adjusted EBITDA
4
 of $5.5 million and a statutory operating profit of $2.4 million after 
accounting for the amortisation of acquired intangibles. The 60-day performance of PEG is 
included in the above results.
sports marketing 
2012 ($000) 2011 pro forma
2
 ($000) % change
Revenue 5,017 5,008 –
Adjusted EBITDA
4
2,525 2,711 (7%)
Adjusted EBITDA margin
5
50.3% 54.1% –
Operating profit 1,201 – –
15
    Annual Report 2012 Trading for the 12-month period ended 31 December 2012 showed revenue of $5.0 million, 
adjusted EBITDA
4
 of $2.5 million and operating profit of $1.1 million. The reduction in EBITDA 
reflects investment in additional people to build its future sales capacity. 
Corporate activity
On 11 November 2012 TLA acquired PEG for an initial consideration of $4.46m, split $3.1m in 
cash and $1.3m in shares. There are five contingent earn-out payments of up to $7.1m, subject 
to certain EBIT targets. TLA has the option to pay 30% of any earn-out in shares.
PEG is a Latin America focused baseball representation business. This enhances TLA’s Latin 
America operation moving it to a market leader in the representations of Latin American 
baseball players. For the 60 days that PEG was part of TLA it made an operating loss of  
$0.5 million.
Cash flow and banking arrangements
Cash generated from operating activities for the year ended 31 December 2012 was $2.1million 
(23-day period ended 31 December 2011: $0.3million). Cash as at 31 December 2012 was $4.1 
million (2011: $3.1 million) and net debt was $3.9 million (2011: $6.9m). 
A new $15 million banking facility has been arranged since the year end with SunTrust Bank 
for a term of five years to January 2018. We have reduced the interest margin by 1%, the 
full benefit of which will not be seen until our hedge against future interest rate increases 
unwinds. The facility is comprised of a term loan of $8.0 million, which was fully drawn down 
as of 31 March 2013, and a $7.0 million revolver which was unused as of 31 March 2013. 
Cash earn-outs payments due in 2013 total $3.84 million. These were paid in March and  
April 2013.
Taxation
The effective tax rate for 2012 was 30.6%, which is expected to remain at a similar rate in 2013.
Dividends
The Board proposes a final dividend of 0.6 pence per share (2011: nil) payable on 12 July 2013 
to shareholders on the register at 31 May 2013. The ex-dividend date is 29 May 2013.
Key Performance Indicators (KPIs)
The Group manages its operational performance using a number of KPIs. The most important 
of these are:
KPI Year ended 31 December 2012 Period ended 31 December 2011
Adjusted EBITDA
4
$6.6 million $6.1 million*
Adjusted EBITDA margin
5
43.5% 44.3%
Loss before tax $79,000 $3.2 million
Contracted revenue (approximately) $40 million $30 million
Number of net new client wins 52 21
Debtor collection days 56 days 58 days
*Unaudited pro forma for 2011
16
TLA Worldwide PLC     TLA client DeMarco Murray
17
    Annual Report 2012 TLA client Jim Furyk
18 Governance
19 Board of directors
Michael Principe  
42, Chief Executive
Mike, the chief executive of TLA, has over 15 years of 
experience in the sports and entertainment industry. 
Most recently, Mike served as the managing director of 
Blue Entertainment Sports Television (BEST), an industry 
leader in sports marketing, management and production, 
which was acquired by Lagardère Unlimited, where he 
also served as the chief operating officer for its parent 
company, Blue Equity LLC.
Prior to joining BEST, he held various executive  
positions with SFX Sports Group Inc., including serving  
as a member of its executive committee and that of  
executive vice president and as general counsel. As one 
of the most accomplished executives and dealmakers in 
sports, Mike has participated in over 35 transactions with 
an aggregate value in excess of $600 million. 
He is a member of the New York Bar and the Sports 
Lawyers Association. He has been named in the Sports 
Business Journal’s prestigious Forty Under 40 list.
Bart Campbell  
42, Non-executive Chairman
Since 2009 Bart has been the Group COO of Chime  
Communications plc (Chime) sports division, called CSM 
Sport & Entertainment. It has 670+ staff in 15 offices 
across 13 countries and is the fourth largest sports  
marketing agency globally. He is a member of the  
executive board of Chime. Prior to that he was chief  
executive of the sports marketing and management  
business Essentially Group plc (Essentially), which is  
part of Chime today, starting this role in 2006.
During his tenure as CEO of Essentially, Bart grew the 
business from 20 to 120 professionals with offices in 
London, Australia, South Africa, New Zealand, India and 
Japan. He is a former practising sports and commercial 
lawyer, with a BA and LLB from Otago University in his 
native New Zealand. Bart was admitted to the bar in 1994 
before going on to complete a Masters in Commercial Law 
(Hons) from Auckland University in 1999. He successfully 
completed the Advanced Management Program at Harvard 
Business School in 2010.
20
TLA Worldwide PLC     Gareth Jones  
30, Chief Financial Officer  
(Appointed 29 November 2012)
Gareth joined TLA having previously advised the  
Company on its flotation while working for Cenkos  
Securities. Prior to Cenkos, Gareth spent four year within 
the Audit and Assurance practice of Ernst & Young where 
he gained experience working on companies varying 
in size from start-ups to FTSE 100 clients. Gareth is a 
chartered accountant and is a member of the Institute of 
Chartered Accountants of Scotland.
Andrew Wilson  
53, Non-Executive Director 
(Appointed 14 March 2012)
Andrew joined the Board on 14 March 2011 as a non-
executive director. Andrew is currently a non-executive 
director of Dods Group PLC, Restore plc, Impellam Group 
plc, GHP AB, Weare2020 plc, SUSD Asset Management 
(Holdings) PLC, Shellproof Limited and Shellshock 
Limited. He is also a non-executive director of a number 
of private companies, including Artefact Partners Limited 
and Pluto Capital Limited.
Andrew Pearson  
54, Non-Executive Director 
(Appointed 1 June 2012)
Andrew is a chartered accountant and, as a senior partner 
for 16 years, he formed and led KPMG’s Transaction 
Services business in the Midlands, building a multi-
disciplined team of more than 40 senior professionals 
supporting corporate, private equity and bank clients 
on every type of M&A transaction. Andrew currently is a 
senior partner in WayPoint Change LLP and M&A projects 
for banks and private equity funds.
Keith Sadler  
54, Senior Independent  
Non-Executive Director
Keith is chief executive of Dods (Group) PLC, a political 
communications business. He was formerly COO and 
group finance director of WEARE 2020 plc. Prior to this 
he was chief executive and group finance director of SPG 
Media Group plc, a marketing services business, group 
finance director of The Wireless Group and two quoted 
regional newspaper publishers, News Communication  
and Media plc and Bristol United Press plc. Before this  
he was treasurer of Mirror Group Newspapers plc.  
Keith is a chartered accountant and holds an honours 
degree in economics from the University of Kent.
Greg Genske  
41, Executive Director
Greg became CEO of Legacy in 2004. He has served as 
lead negotiator for the contracts signed by Legacy clients 
dating back to 2004. Greg has advised amateur athletes 
in the MLB and NFL drafts, including the first pick overall 
in the 2004 and 2008 MLB drafts. He has been named in 
the Sports Business Journal’s prestigious Forty Under 40 
list. Prior to entering the sports industry, he practised 
with two leading national law firms as a trial attorney. 
Greg holds a bachelor’s degree from Pepperdine Univer-
sity and J.D. from Boalt Hall School of Law at University of 
California at Berkeley.
TLA client Ricky Romero
21
    Annual Report 2012 The management of the business and the execution of  
the Group’s strategic plans are subject to a number of risks. 
The key business risks identified affecting the Group are set 
out here.
Reliance on key managers
Athlete representation is a people business, which relies on its agents to remain within the structure to 
maximise revenues by maintaining and attracting clients to the TLA roster. If key agents leave this may 
place risk on future revenues. The compensation structure of the key agents is aligned with the success 
of the venture. All current agents have been signed to long-term service agreements with restrictive 
covenants. Principal agents also have a significant portion of their acquisition proceeds tied up in TLA 
Worldwide shares, which aligns their interest with that of the shareholders. 
Margin erosion
There is the potential for margin erosion through the reduction of agents’ fees. However, the recent MLB 
CBA agreement and the MLBPA’s stance on agents’ remuneration afford the business protection, as do the 
multi-year contracts already in place. 
Suitable acquisitions and access to capital
The Group’s expansion strategy includes selective acquisitions and the availability of debt or equity to 
fund future acquisitions may be limited or difficult to obtain.
Execution
The ability of the Group to deliver incremental revenues through the co-ordination of new business activity 
is dependent on the availability of senior personnel to help convert leads and cross-refer business.
Look forward statements
Statements contained in these financial statements, including the business review, principal risks and 
uncertainties, the directors’ report and the directors’ remuneration report may constitute forward-looking 
statements that are based on the Board’s current expectations, assumptions and projections about the 
group and the sector, which contains risks and uncertainties. The Group’s actual results could differ 
materially from those anticipated in these forward-looking statements as a result of other factors.
Principal risks  
and uncertainties
22
TLA Worldwide PLC     Directors’ report
The directors present their report together with financial 
statements for the year ended 31 December 2012. During the 
year the Company acquired the business and assets of Peter  
E Greenberg & Associates.
Principal activity
The principal activity of the Group is an integrated sports management and marketing agency concentrat-
ing its on-field practice on the US baseball market.
Business review
The Company is required by the Companies Act to include a business review in this report. The requisite 
information is included in the following sections, which are deemed to be incorporated by reference:
 w Chairman’s statement on page 6
 w Chief Executive’s review on page 8
 w Finance review beginning on page 12
 w Directors’ remuneration report on page 26
Results and dividends
The Group loss before taxation for the year to 31 December 2012 was $79,000 (2011: 23-day period: 
$3,221,000). The directors are proposing that the Company pay a dividend of 0.6 pence per share. This 
will be payable on 12 July to shareholders on the register at 31 May. The ex-dividend date will be 29 May.
Future developments
The future development of the Group is set out in the Chairman’s statement on page 6 and the Chief  
Executive’s review on page 8.
Political and charitable donations
No political or charitable donation were made during the period (2011: $nil).
23
    Annual Report 2012 Directors’ interests
The present membership of the Board, together with biographies on each, is set out on page 
12. All of these directors served throughout the period, except Andrew Wilson, who joined 
the board on 14 March 2012, Andrew Pearson, who joined the board on 1 June 2012 and 
Gareth Jones, who joined the board on 29 November 2012. Directors’ interests in shares in the 
Company are set out in the directors’ remuneration report on page 26.
Directors’ third party indemnity provisions
The Group maintains appropriate insurance to cover Directors’ and officers’ liability.  
The Group provides an indemnity in respect of all the Group’s Directors. Neither the insurance 
nor the indemnity provides cover where the Director has acted fraudulently or dishonestly.
Employees
The Group is an Equal Opportunities Employer and no job applicant or employee receives 
less favourable treatment on the grounds of age, sex, marital status, sexual orientation, race, 
colour, religion or belief.
It is the policy of the Group that individuals with disabilities, whether registered or not should 
receive full and fair consideration for all vacancies for which they are suitable applicants. 
Employees who become disabled during their working life will be retained in employment 
whenever possible and will be given help with any rehabilitation and retraining.
Health and safety
The Group is committed to maintaining a safe and healthy working environment for all staff.  
To that end it provides appropriate training and supervision.
Supplier payment policy 
It is the Group’s policy and practice to settle its suppliers accounts on due dates according to 
agreed terms of credit. The creditor days across the Group for the year were 23 days (2011:  
 23 days). The Group has $1.7 million of trade and other payables as at 31 December 2012.
Share capital structure
Details of the Company’s share capital are set out in note 20 of the financial statements.
The Company has one class of Ordinary Shares which carry no right to fixed income.  
Each share carries the right to one vote at general meetings of the Company. There are no 
restrictions on the transfer of Ordinary Shares in the capital of the Company other than the 
customary restrictions contained in the Company’s Articles of Association and certain  
restrictions, which may be required from time to time by law, for example, insider trading 
laws. In accordance with the Model code which forms part of the Listing Rules of the Financial 
Services Authority, certain directors and employees are required to seek approval of the 
Company to deal in its shares.
The Company is not aware of any agreements between shareholders that may result in restric-
tions on the transfer of securities and/or voting rights. The Company’s Articles of Association 
contain limited restrictions on the exercise of voting rights.
With regard to the appointment and replacement of directors, the Company is governed by 
its Articles of Association, the Companies Act and related legislation. The Articles themselves 
may be amended by special resolution at a general annual meeting of shareholders.  
The powers of directors are described in the Main Board Terms of Reference, copies of which 
are available on request. 
Financial instruments
Details of the financial risk management objectives and policies of the Group, including  
hedging policies, are given in note 27 of the financial statements.
24
TLA Worldwide PLC     Substantial shareholdings
At the date of this report the Company has been notified, in accordance with the Disclosure 
and Transparency Rules, of the following voting rights as a shareholder of the Company which 
had disclosable interests of 3% or more of the nominal value of TLA Worldwide plc’s Ordinary 
Shares of 2p each.
During the period between 31 December 2012 and 19 April 2013 the Company did not receive 
any notifications under chapter 5 of the Disclosure and Transparency Rules. 
Going concern
The directors have reviewed forecasts for the years ending 31 December 2013 and 31  
December 2014. For this reason they continue to adopt the going concern basis in preparing 
the financial statements. See page 32 for more detail.
Corporate and social responsibility
The Board recognises the growing awareness of social, environmental and ethical matters and 
it endeavours to take account of the interest of the Group’s stakeholders when operating the 
business.
Annual General Meeting
Your attention is drawn to the Notice of Meeting enclosed with this Annual Report which sets 
out the resolutions to be proposed at the forthcoming Annual General Meeting.
Auditor
Each of the directors at the date of the approval of this Annual Report confirms that:
 w So far as the director is aware, there is no relevant audit information of which the  
Company’s auditor is unaware; and
 w The director has taken all the steps that he ought to have taken as a director to make  
himself aware of any relevant audit information and to establish that the Company’s  
auditor is aware of that information.
This conformation is given and should be interpreted on accordance with the provision of s418 
of the Companies Act 2006. The auditor, Deloitte LLP, has indicated its willingness to remain in 
office. A resolution that they be re-appointed will be proposed at the Annual General Meeting.
Number of shares Equity %
ISIS Equity Partners 17,880,952 20.44
Strand Associates Limited 14,471,739 16.54
Octopus Investments 10,000,000 11.43
Amati Global Investments 6,275,000 7.17
F&C Investments 5,959,000 6.81
S Parker 3,719,527 4.25
B Peters 3,719,521 4.25
L&G Investments Management 2,652,000 3.03
Dwight Mighty
Company Secretary
22 April 2013
By order of the Board
25
    Annual Report 2012 As an AIM-listed company, the Company is not required 
to comply with Schedule 8 of the Companies Act. 
However, in accordance with AIM notice 36 has provided, on page 28, the necessary disclosure 
of the directors’ remuneration earned in respect of the financial year by each director of 
the Company acting in such a capacity during the financial year. The directors also feel it is 
appropriate to provide the following information to shareholders. 
The Remuneration Committee
The Remuneration Committee is comprised of:
 w Andrew Wilson (chairman) (who replaced Peter Moore on the Remuneration Committee, who 
resigned on 14 March 2012. Mr Wilson also became chairman, taking over from Mr Sadler)
 w Keith Sadler (chairman up to 14 March 2012)
 w Bart Campbell
The Code recommends that a remuneration committee should be comprised of entirely 
independent non-executive directors. Andrew Wilson, who is affiliated to a major shareholder, 
and Bart Campbell, due to his shareholding in the Company and his influence in its formation, 
are not independent under the Code. The Board does consider them to act independently as 
regards remuneration issues.
The committee met three times during the period.
The company secretary is the secretary to the committee.
The committee seeks input from the chief executive officer and the company secretary.  
The committee makes reference to external evidence of pay and employment conditions in 
other companies and is free to seek advice from external advisers.
Remuneration policy
The Group’s policy on remuneration for the current period and, so far as is practicable for 
subsequent years, is set out below. However, the Remuneration Committee believes that it 
should retain the flexibility to adjust the remuneration policy in accordance with the changing 
needs of the business. Any changes in the policy in subsequent years will be detailed in future 
reports on remuneration. The Group must ensure that its remuneration arrangement attract 
and retain people of the right calibre in order to ensure corporate success and to enhance 
shareholder value. Its overall approach is to attract, develop, motivate and retain talented 
Directors’  
remuneration report 
26
TLA Worldwide PLC     people at all levels, by paying competitive salaries and benefits to all staff and encouraging 
its staff to hold shares in the group. Pay levels are set to take account of contribution and indi-
vidual performance, wage levels elsewhere in the Group and with reference to relevant market 
information. The Group seeks to reward its employees fairly and give them the opportunity to 
increase their earnings by linking pay to achieving business and individual targets.
The Board believes that share ownership is an effective way of strengthening employees’ involvement 
in the development of the business and bringing together their interest and those of shareholders and 
as such anticipates granting a share option scheme to key employees in the future. 
Executive directors are rewarded on the basis of individual responsibility, competence and 
contribution and salary increases also take into account pay awards elsewhere in the Group as 
well as external market benchmarking.
During the period to 31 December 2012 there were three executive directors:
 Michael Principe (CEO)
 Greg Genske (Executive Director)
 Gareth Jones (CFO), appointed to the board on 29 November 2012
Messrs Principe, Genske and Jones participate in the Company’s healthcare. 
Performance-related elements form a substantial part of the total remuneration packages and 
are designed to align directors’ interest with those of shareholders. In line with best practice 
and to bring the Directors’ and shareholders’ interest further into line, Executive Directors and 
the management team are encouraged to maintain a holding of Ordinary Shares in the Group.
Non-executive directors’ fees
The Board determines fees for non-executive directors annually, taking advice as appropriate 
and reflecting the time commitment and responsibilities on the role. Non-executive directors’ 
fees currently comprise a basic fee of £30,000 per annum. The chairman receives a fee of 
£35,000 per annum. In addition, non-executive directors are paid £5,000 per annum for each 
committee that they sit on.
Non-executive directors do not participate in any pension schemes or LTIP, except for  
Mr Campbell. The Group reimburses the reasonable expenses they incur in carrying out their 
directors’ duties.
Remuneration components: executive directors
A significant proportion of each executive directors’ remuneration is performance related.  
The main components of the remuneration package for executive directors are:
 w Basic salary
 w Annual bonuses
 w LTIP
Basic salary 
Basic salary is set by the remuneration committee by taking into account the responsibility, 
individual performance and experience of the executive director, as well as market practice 
for executives in a similar position. Basic salary is reviewed (but not necessarily increased) 
annually by the remuneration committee.
Bonuses
The executive directors are eligible to participate in annual bonuses. The range of award is 
based on salary. For each of the executive directors, the percentage is as follows:
 w Michael Principe: up to 100%
 w Greg Genkse: no bonus
 w Gareth Jones: up to 25%
27
    Annual Report 2012 The performance requirements for the ability to earn a bonus are set by the committee annually 
and are quantitative related.
Share incentive
The committee believes that the award of shares aligns the interest of participants and the 
shareholders. An LTIP for Messrs. Campbell, Mighty and Principe is currently being put into place.
Unaudited director remuneration 
The total amount of the directors’ of the Company for the year ended 31 December 2012 is  
shown below:
The emoluments of the directors are shown below:
Directors’ service agreement and letters of appointment
Contract for services are negotiated on an individual basis as part of the overall remuneration 
package. Details are set out below:
In the event of termination of a contract, each director is entitled to compensation equal to his or 
her basic salary and bonus for their notice period.
2012 2011
Aggregate emoluments $874,000 $53,000
Date of contract Period Company with whom contracted
Michael Principe 8 December 2011 5 years The Legacy Agency Inc.
Greg Genske 8 December 2011 5 years The Legacy Agency Inc.
Gareth Jones 19 March 2012 Notice period of up to 3 months The Legacy Agency Inc.
Executive directors
2012 fees and salary 
($000)
2012 benefit in kind 
($000) 2012 Total 2011* Total
Michael Principe 300 2 302 20
Greg Genske 300 38 338 21
Gareth Jones** 8 1 9 n/a
608 41 649 41
Non-executive directors
Bart Campbell 73 – 73 4
Keith Sadler 64 – 64 4
Andrew Wilson*** 51 – 51 n/a
Andrew Pearson**** 24 – 24 n/a
Peter Moore† 13 – 13 4
Aggregate emoluments 833 41 874 53
* 2011 represents a 23-day period
** Appointed 29 November 2012
*** Appointed 14 March 2012
**** Appointed 1 June 2012
† Resigned 14 March 2012
28
TLA Worldwide PLC     Non-executive directors have letters of appointment, details of which are as follows:
Date of contract Notice period Company with whom contracted
Bart Campbell 16 September 2011 12 months TLA Worldwide plc
Keith Sadler 16 August 2011 6 months TLA Worldwide plc
Peter Moore* 16 August 2011 6 months TLA Worldwide plc
Andrew Wilson** 14 March 2012 6 months TLA Worldwide plc
Andrew Pearson 1 June 2012 6 months TLA Worldwide plc
* Resigned 14 March 2012
** Appointed 14 March 2012
Directors’ interests in shares
The interests of the directors in the share capital of the Company at 31 December 2012 and  
31 December 2011 were as follows:
Pensions
The Group’s US businesses operate a 401K pension (defined contribution) scheme.
Non-executive directorships
The Company allows its executive directors to take a limited number of outside directorships. 
Individuals retain the payments received from such services since these appointments are not 
expected to impinge on their principal employment. No executive director currently has an 
outside directorship.
Other related party instructions
No director of the Company has, or had, a disclosable interest in any contracts of significant 
subsisting during or at the end of the period. Disclosable transactions by the Group under 
IAS24, Related Party Disclosures, are set out in note 25. There have been no other disclosable 
transactions by the Company and its subsidiaries with Directors of Group companies and with 
substantial shareholders.
Number of shares Equity %
Bart Campbell* 1,179,257 1.35
Michael Principe 2,040,377 2.33
Greg Genske** 3,719,527 4.25
Greg Genske** 8,281,897 –
* Mr Campbell’s shares are held through International Sports PTE Limited.
** Mr Genske has an interest in 3,719,527 shares, issued on 28 December 2012, via the Genske Life Trust, and a further 
8,281,897 Ordinary Shares by virtue of him being a vendor of LS Legacy Group Sports LLC. These Ordinary Shares 
represent deferred consideration, which will be issued on the second anniversary of completion of the transaction.
Andrew Wilson
Chairman, Remuneration Committee
21 April 2013
By order of the Board
29
    Annual Report 2012 Although not required to comply with the UK 
corporate governance code (the Code) issued by the 
Financial Services Authority in June 2010, the Group is 
committed to high standards of corporate governance. 
While the Group does not fully comply with the Code, it 
applies a level of corporate governance appropriate for 
a company of its size. This statement describes how the 
principles of corporate governance are applied. 
The Board
The Board of TLA Worldwide plc is comprised of the chairman, the chief executive officer, the 
chief financial officer, an executive director and three non-executive directors. Short biographi-
cal details of each director are set out on page 20. The Board is responsible to the sharehold-
ers for the proper management of the Group and meets at least five times a year to set the 
overall direction and strategy of the Group. All strategic operational and investment decisions 
are subject to Board approval.
The role of the chief executive and chairman are separate and there is a clear division of 
their responsibilities. All directors are subject to re-election every three years. The Company 
has additionally supplemented this with the good practice of one third of the total number 
of directors standing for re-election at each Annual General Meeting (AGM). Therefore, Keith 
Sadler and Greg Genske will retire at the upcoming AGM and, being eligible for re-election,  
offer themselves for re-election. Andrew Pearson and Gareth Jones offer themselves for elec-
tion as directors.
Board committees
remuneration committee
The composition of the Remuneration Committee is disclosed on page 26 and comprises solely 
non-executive directors. The Remuneration Committee, on behalf of the Board, meets as and 
Corporate  
governance report
30
TLA Worldwide PLC     when necessary to review and approve as appropriate the contract terms, remuneration  
and other benefits of the executive directors and senior management and major remuneration 
plans for the Group as a whole.
The Remuneration Committee approves setting of objectives of the executive directors and 
authorises their annual bonus payments for achievement of objectives.
The remuneration committee approves remuneration packages sufficient to attract and 
motivate executive directors required to run the Group successfully, but does not pay more 
than is necessary for this service.
All the decisions of the Remuneration Committee on remuneration matters in the period 
ending 31 December 2012 were reported to and endorsed by the Board. Further details of 
the Group’s policies on remuneration and service contracts and are given in the directors’ 
remuneration report on page 26.
audit committee
The Audit Committee comprises solely non-executive directors. By invitation, the meeting  
of the Audit Committee may be attended by other directors and the external auditor.  
The committee meets not less than twice annually. The audit committee oversees the  
monitoring of the adequacy and effectiveness of the Group’s internal controls, accounting 
policies and financial reporting and provides a forum for reporting by the Group’s external 
auditor. Its duties include keeping under review the scope and results of the audit and its 
effectiveness, consideration of management’s responses to any major audit recommendations 
and the independence and objectivity of the external auditors. This will include taking into 
consideration relevant UK professional and regulatory requirements and to develop and  
implement policy on the engagement of the external auditor to supply non-audit services, 
taking into account relevant ethical guidance.
nominations committee
The Nominations Committee comprises the chairman and the non-executive directors. It is 
responsible for monitoring the composition and balance of the Board and making recommen-
dations to the Board on potential new Board appointments.
company secretary
The Company secretary is responsible for advising the Board through the chairman on all gov-
ernance issues. All directors have access to the advice and services of the Company secretary. 
attendance at board and committee meetings 
Meeting Board Audit Remuneration
Bart Campbell (a)(r) 13 2 2
Michael Principe 14 – –
Gareth Jones* 1 – –
Greg Genske 8 – –
Keith Sadler (a)(r) 14 2 3
Andrew Wilson** (a)(r) 12 2 3
Andrew Pearson*** 7 – –
Total meetings held 14 2 3
* Maximum possible board meetings: 1
** Maximum possible board meetings: 12
*** Maximum possible board meetings: 7
(a) Audit Committee member
(r) Remuneration Committee member
Visit our website at 
www.tlaww-plc.com 
for regular corporate 
governance updates
31
    Annual Report 2012 Relationship with shareholders
The Board recognises the importance of effective communications with the Company’s share-
holders to ensure that its strategy and performance is understood and that it remains account-
able to shareholders. The Company communicates to investors through Interim Statements, 
audited Annual Reports, press releases and the Company’s website (www.tlaww-plc.com). 
Shareholders are welcome to the Company’s AGM (notice of which is provided with this report) 
where they will have the opportunity to meet the board. The Company obtains feedback 
through its brokers on the views of institutional investors on a non-attributed and attributed 
basis and any concerns of major shareholders would be communicated to the Board.
Internal control
The Board acknowledges its responsibility for establishing and maintaining the Group’s 
internal control and will continue to ensure that management keeps these processes under 
regular review and improves them where appropriate.
Management structure
There is clearly defined organisational structure throughout the Group with established lines 
of reporting and delegation of authority based on job responsibilities and experience.
Financial reporting
Monthly management accounts provide relevant, reliable, up-to-date financial and non-
financial information to management and the Board. Annual plans, forecast and performance 
targets allow management to monitor the key business and financial activities and the 
progress towards achieving objectives. The Board approves the annual budget.
Monitoring of controls
The Audit Committee receives reports from the auditor and assures itself that the internal 
control environment of the Group is operating effectively. There are formal policies and proce-
dures in place to ensure the integrity and accuracy of the accounting records and to safeguard 
the Group’s assets. Significant capital projects and acquisitions and disposals require Board 
approval.
Going concern
The directors have reviewed forecasts for the years ending 31 December 2013 and  
31 December 2014. The directors consider the forecasts to be prudent and have assessed 
the impact on the Group’s cash flow, facilities and headroom within its banking covenants. 
Further, the directors have assessed the future funding requirements of the Group, including 
the payment of future earn-outs, and compared the level of borrowing facilities, as set out in 
note 28. Based on this work, the directors are satisfied that Group has adequate resources to 
continue in operational existence for the foreseeable future. For this reason they continue to 
adopt the going concern basis in preparing the financial statements.
The directors have reviewed forecasts for the years ending 31 December 2013 and 31 
December 2014. The directors consider the forecasts to be prudent and have assessed the 
impact on the Group’s cash flow, facilities and headroom within its banking covenants.
32
TLA Worldwide PLC     Corporate social responsibility
The Board recognises the growing awareness of social, environmental and ethical matters and 
it endeavors to take into account the interests of the Group’s stakeholders including investors, 
employees, suppliers and business partners when operating the business.
Employment
At a subsidiary level each individual company has established polices which addresses key 
corporate objectives in the management of employee relations, communications and employee 
involvement, training and personal development and equal opportunity. The Board recognises 
its legal responsibility to ensure the wellbeing, safety and welfare of its employees and to 
maintain a safe and healthy working environment for them and for its visitors. Health and 
safety is on the agenda for regular scheduled plc Board and Operational Board meetings.
 
Dwight Mighty
Company Secretary
21 April 2013
By order of the Board
33
    Annual Report 2012 The directors are responsible for preparing the Annual 
Report and the financial statements in accordance with 
applicable law and regulations. 
Company law requires the directors to prepare financial statements for each financial year. Under 
that law the directors are required to prepare the group financial statements in accordance 
with International Financial Reporting Standards (IFRSs) as adopted by the European Union 
and Article 4 of the IAS Regulation and have elected to prepare the parent company financial 
statements in accordance with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). Under company law the directors 
must not approve the accounts unless they are satisfied that they give a true and fair view of 
the state of affairs of the Company and of the profit or loss of the Company for that period. 
In preparing the parent company financial statements, the directors are required to:
 w select suitable accounting policies and then apply them consistently;
 w make judgements and accounting estimates that are reasonable and prudent;
 w state whether applicable UK accounting standards have been followed, subject to any 
material departures disclosed and explained in the financial statements; and
 w prepare the financial statements on the going concern basis unless it is inappropriate to 
presume that the Company will continue in business.
In preparing the group financial statements, International Accounting Standard 1 requires  
that directors:
 w properly select and apply accounting policies;
 w present information, including accounting policies, in a manner that provides relevant, 
reliable, comparable and understandable information; 
 w provide additional disclosures when compliance with the specific requirements in IFRSs 
are insufficient to enable users to understand the impact of particular transactions, other 
events and conditions on the entity’s financial position and financial performance; and
 w make an assessment of the Company’s ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that are sufficient to 
show and explain the Company’s transactions and to disclose with reasonable accuracy at any 
time the financial position of the Company and enable it to ensure that the financial statements 
Directors’ 
responsibilities 
statement
34
TLA Worldwide PLC     comply with the Companies Act 2006. They are also responsible for safeguarding the assets of 
the Company and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial 
information included on the Company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of financial statements may differ from legislation in other 
jurisdictions.
Responsibility statement 
We confirm that, to the best of our knowledge:
 w the financial statements, prepared in accordance with the relevant fi nancial reporting 
framework, give a true and fair view of the assets, liabilities, financial position and  
profit or loss of the Company and the undertakings included in the consolidation taken  
as a whole; and
 w the management report, which is incorporated into the directors’ report, includes a 
fair review of the development and performance of the business and the position of the 
Company and the undertakings included in the consolidation taken as a whole, together 
with a description of the principal risks and uncertainties that they face.
Michael Principe
Group Chief Executive
21 April 2013
By order of the Board
35
    Annual Report 2012 We have audited the group financial statements of 
TLA Worldwide plc for the year ended 31 December 
2012, which comprise the Group Income Statement, 
the Group Statement of Comprehensive Income, 
the Group Balance Sheet, the Group Statement of 
Changes in Equity, the Group Statement of Cash Flows 
and the related notes 1 to 28. The financial reporting 
framework that has been applied in their preparation 
is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might 
state to the Company’s members those matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent permitted by law, we do not accept or 
assume responsibility to anyone other than the Company and the Company’s members as a 
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors are 
responsible for the preparation of the group financial statements and for being satisfied that 
they give a true and fair view. Our responsibility is to audit and express an opinion on the 
group financial statements in accordance with applicable law and International Standards on 
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
Independent auditor’s 
report to the members  
of TLA Worldwide plc
36
TLA Worldwide PLC     Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial 
statements sufficient to give reasonable assurance that the financial statements are free from 
material misstatement, whether caused by fraud or error. This includes an assessment of: 
whether the accounting policies are appropriate to the Group’s circumstances and have been 
consistently applied and adequately disclosed; the reasonableness of significant accounting 
estimates made by the directors; and the overall presentation of the financial statements. 
In addition, we read all the financial and non-financial information in the annual report to 
identify material inconsistencies with the audited financial statements. If we become aware  
of any apparent material misstatements or inconsistencies we consider the implications for 
our report.
Opinion on financial statements
In our opinion the group financial statements:
 w give a true and fair view of the state of the group’s affairs as at 31 December 2012 and of its 
loss for the year then ended;
 w have been properly prepared in accordance with IFRSs as adopted by the European  
Union; and
 w have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the  
Companies Act 2006
In our opinion the information given in the directors’ report for the financial year for which the 
group financial statements are prepared is consistent with the group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 
requires us to report to you if, in our opinion:
 w certain disclosures of directors’ remuneration specified by law are not made; or
 w we have not received all the information and explanations we require for our audit.
Other matters
We have reported separately on the parent company financial statements of TLA Worldwide plc 
for the year ended 31 December 2012. 
Ian Smith 
Senior Statutory Auditor
21 April 2013
For and on behalf of Deloitte LLP 
Chartered Accountants and Statutory Auditor 
Gatwick
37
    Annual Report 2012 Group income 
statement
For the year ended 31 December 2012
Note
Year ended 31 December 
2012 ($000)
23-day period to 31 
December 2011 ($000)
Revenue 1 15,082 175
Cost of sales (585) (4)
Gross profit 14,497 171
Administrative expenses (13,293) (3,273)
Operating profit/(loss) from operations 1,204 (3,102)
Operating profit/(loss) before exceptional costs 2,154 (808)
Exceptional and acquisition related costs 4 (950) (2,294)
Operating profit/(loss) from operations 1,204 (3,102)
Finance costs 2 (1,283) (119)
Loss before taxation 4 (79) (3,221)
Taxation 8 (1,117) 537
Loss for the period from continuing operations attributable  
to the equity holders in the company
(1,196) (2,684)
Loss per share from continuing operations
Basic (cents) 3 1.19 2.72
Diluted (cents) 3 1.19 2.72
38
TLA Worldwide PLC     Group statement of 
comprehensive income
For the year ended 31 December 2012
Year ended 31 December  
2012 ($000)
23-day period to 31 December  
2011 ($000)
Loss after taxation (1,196) (2,684)
Exchange differences on translation of overseas operations (88) 174
Loss for the period attributable to the equity  
holders in the company
(1,284) (2,510)
39
    Annual Report 2012 Group balance sheet
For the year ended 31 December 2012
The financial statements of TLA Worldwide PLC, registered company number 7741649, were 
approved by the Board of Directors and authorised for issue on 21 April 2013. They are signed 
on its behalf by Michael Principe (Chief Executive), 21 April 2013.
Note
Year ended 31 December 
2012 ($000)
Restated* 31 December 
2011 ($000)
non-current assets
Intangible assets – goodwill 10 29,022 24,229
Other intangible assets 11 22,407 22,661
Property, plant and equipment 12 37 4
Deferred tax asset 9 1,055 973
52,521 47,867
current assets
Trade and other receivables 14 3,698 3,781
Cash and cash equivalents 4,124 3,115
7,822 6,896
Total assets 60,343 54,763
current liabilities
Trade and other payables 15 (1,870) (3,447)
Borrowings 16 (1,907) (1,907)
Deferred consideration 18 (4,005) (303)
(7,782) (5,657)
Net current assets 40 1,239
non-current liabilities
Borrowings 16 (5,799) (7,626)
Deferred consideration 18 (12,103) (14,791)
Derivative financial instruments 17 (129 (78)
Other payables (10) (8)
(18,041) (22,503)
Total liabilities (25,823) (28,160)
Net assets 34,520 26,603
equity
Share capital 20 2,741 1,985
Share premium 21 23,396 16,262
Shares to be issued 21 12,177 10,866
Foreign currency reserve 21 86 174
Retained loss 21 (3,880) (2,684)
Total equity 34,520 26,603
* The restatement of goodwill relates 
to the reassessment of fair value of 
assets and consideration payable on 
a prior year acquisition. See notes 
10 and 13
40
TLA Worldwide PLC     Group statement of 
changes in equity
Share 
capital 
($000)
Share 
premium 
($000)
Shares to  
be issued 
($000)
Foreign 
currency 
reserve 
($000)
Retained 
earnings 
($000)
Total 
($000)
Balance at 16 August 2011 – – – – – –
Total comprehensive income for period – – – 174 (2,684) (2,510)
Equity issued during the period 1,985 17,095 – – – 19,080
Equity costs charged during the period – (833) – – – (833)
Deferred consideration to be settled in equity – – 10,866 – – 10,866
Balance at 31 December 2011 1,985 16,262 10,866 174 (2,684) 26,603
Total comprehensive income for period – – – (88) (1,196) (1,284)
Equity issued during the period 756 7,332 – – – 8,088
Equity costs charged during the period – (198) – – – (198)
Deferred consideration to be settled in equity – – 1,311 – – 1,311
Balance at 31 December 2012 2,741 23,396 12,177 86 (3,880) 34,520
41
    Annual Report 2012 Group statement  
of cash flows
For the year ended 31 December 2012
Note
Year ended 31 December 
2012 ($000)
23-day period to 31 
December 2011 ($000)
Net cash from operating activities 23 2,421 315
investing activities
Purchases of property, plant and equipment (41) (4)
Deferred consideration paid (303) –
Acquisition of subsidiary undertakings 13 (2,410) (24,522)
Net cash used in investing activities (2,754) (24,526)
financing activities
Interest paid (492) (32)
(Repayment of bank loans)/new bank loans raised 16 (2,000) 10,000
Fees paid on issue of new bank loans – (476)
Issue of shares for cash consideration (net of issue costs) 3,834 17,834
Net cash from financing activities 1,342 27,326
Net increase in cash and cash equivalents 1,009 3,115
Cash and cash equivalents at beginning of period 3,115 –
Cash and cash equivalents at end of period 4,124 3,115
42
TLA Worldwide PLC     43
    Annual Report 2012 General information 
TLA Worldwide PLC (the Company) is incorporated in the United Kingdom under the  
Companies Act. The Company and its subsidiaries’ (together the “Group”) principal activities 
are set out as part of the chief executive and finance review on pages 8 to 17.
These financial statements are presented in US dollars because that is the currency of the 
primary economic environment in which the Group operates. 
Adoption of new and revised standards
The following IFRIC interpretations and amendments to existing standards and new standards 
have been adopted in the current year but have not impacted the reporting results of the 
financial position:
IAS 12 Income taxes (amended) deferred tax: recovery of underlying assets
IFRS 7 Financial instruments: Disclosures: Transfers of Financial Assets 
At the date of authorisation of these financial statements, the following standards and 
interpretations, which have not been applied in these financial statements, were in issue  
but not yet effective (and in some cases had not yet been adopted by the EU):
adoption of new and revised standards
IFRS 1 (amended) Severe Hyperinflation and Removal of Fixed Dates for First Time Adopters
IFRS 7 (amended) Financial instruments: Disclosures: enhancing disclosures about 
offsetting financial assets and financial liabilities and disclosures about the initial 
application of IFRS 9
IFRS 9 Financial Instruments
IFRS 10 Consolidated Financial Statements
IFRS 11 Joint arrangements 
IFRS 12 Disclosure of Interests in Other Entities 
IFRS 13 Fair Value Measurement
IAS 1 (amended) Presentation of Items of Other Comprehensive Income
IAS 19 (revised) Employee Benefits 
IAS 27 (revised) Separate Financial Statements
IAS 28 (revised) Investments in Associates and Joint Ventures
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
The directors anticipate that the adoption of these standards and interpretations in future 
periods will have no material impact on the financial statements of the Group.
Principal  
accounting 
policies
44
TLA Worldwide PLC     The accounting policies set out below have, unless otherwise stated, been applied consistently 
to all periods presented in these consolidated financial statements.
Judgements made by the directors in the application of these accounting policies that have 
a significant effect on the consolidated financial statements together with estimates with 
significant risk of material adjustment in the next year are discussed in note 26.
Going concern
The directors have reviewed the forecasts for the years ending 31 December 2013 and 31 
December 2014. The directors consider the forecasts to be prudent and have assessed the 
impact on the Group’s cash flow, facilities and headroom within its banking covenants. Further, 
the directors have assessed the future funding requirements of the Group and compared the 
level of borrowing facilities. Based on this work, the directors are satisfied that Group has 
adequate resources to continue in operational existence for the foreseeable future despite the 
current economic uncertainty. For this reason they continue to adopt the going concern basis 
in preparing the financial statements.
basis of accounting 
The financial statements have been prepared in accordance with International Financial 
Reporting Standards (IFRS). The financial statements have also been prepared in accordance 
with IFRSs adopted by the European Union and therefore the Group financial statements 
comply with Article 4 of the EU IAS regulation. 
The financial statements have been prepared on the historical cost basis except for the revalua-
tion of financial instruments. Historical cost is generally based on the fair value of the consider-
ation given in exchange for the assets. The principal accounting policies are set out below:
basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company 
and entities controlled by the Company (its subsidiaries) made up to 31 December each year. 
Control is achieved where the Company has the power to govern the financial and operating 
policies of an investee entity so as to obtain benefits from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are mea-
sured at their fair values at the date of acquisition. Any excess of the cost of acquisition over 
the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency 
of the cost of acquisition below the fair values of the identifiable net assets acquired  
(i.e. discount on acquisition) is credited to the income statement in the period of acquisition. 
The results of subsidiaries acquired or disposed of during the year are included in the  
consolidated income statement from the effective date of acquisition or up to the effective  
date of disposal, as appropriate. Where necessary, adjustments are made to the financial 
statements of subsidiaries to bring the accounting policies used into line with those used  
by the group. All intra-group transactions, balances, income and expenses are eliminated  
on consolidation.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. 
The consideration for each acquisition is measured at the aggregate of the fair values (at the 
date of exchange) of assets given, liabilities incurred or assumed, and equity instruments 
issued by the Group in exchange for control of the acquiree. Acquisition-related costs are 
recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting 
from a contingent consideration arrangement, measured at its acquisition-date fair value. 
Subsequent changes in such fair values are adjusted against the cost of acquisition where  
they qualify as measurement period adjustments (see below). All other subsequent changes  
in the fair value of contingent consideration classified as an asset or liability are accounted  
for in accordance with relevant IFRSs. Changes in the fair value of contingent consideration 
classified as equity are not recognised.
These financial 
statements are 
presented in US 
dollars because that 
is the currency of the 
primary economic 
environment in which 
the Group operates
45
    Annual Report 2012 Where a business combination is achieved in stages, the Group’s previously-held interests in 
the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group 
attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts 
arising from interests in the acquiree prior to the acquisition date that have previously been 
recognised in other comprehensive income are reclassified to profit or loss, where such treat-
ment would be appropriate if that interest were disposed of.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions 
for recognition under IFRS 3 (2008) are recognised at their fair value at the acquisition date, 
except that:
 w deferred tax assets or liabilities and liabilities or assets related to employee benefit  
arrangements are recognised and measured in accordance with IAS 12 Income Taxes and 
IAS 19 Employee Benefits respectively;
 w liabilities or equity instruments related to the replacement by the Group of an acquiree’s 
share-based payment awards are measured in accordance with IFRS 2 Share-based Pay-
ment; and
 w assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 
Non-current Assets Held for Sale and Discontinued Operations are measured in accordance 
with that standard.
If the initial accounting for a business combination is incomplete by the end of the reporting 
period in which the combination occurs, the Group reports provisional amounts for the items 
for which the accounting is incomplete. Those provisional amounts are adjusted during the 
measurement period (see below), or additional assets or liabilities are recognised, to reflect 
new information obtained about facts and circumstances that existed as of the acquisition 
date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group 
obtains complete information about facts and circumstances that existed as of the acquisition 
date, and is subject to a maximum of one year.
revenue
Revenue is measured as the fair value of the consideration received or receivable and com-
prises amounts billed to clients in respect of fees earned and commission-based income and is 
stated exclusive of any relevant sales taxes. Revenue is recognised in line with the provision 
of relevant services under the terms of the contract, provided that it is probable that the 
economic benefits will flow to the Group and the amount of revenue can be measured reliably.
All revenue is earned from talent representation, and can be split into three revenue streams:
1) Representation revenue
Representation revenue is generated from a commission paid as a percentage of a player’s 
base salary. Base salaries are fees payable by baseball clubs to their players. These fees are 
contractual obligations made by the club to pay the player for a specific number of seasons. 
Revenue is recognised at the point the player becomes contractually obliged to pay commis-
sion to the Group.
2) Signing bonuses
Signing bonuses are amounts payable by the clubs to the player for signing a contract.  
The Group earns a commission based on a percentage of the signing bonus. Commission 
revenue is recognised when the player receives the signing bonus from the relevant baseball 
club, at which point the player becomes contractually obliged to pay commission to the Group.
3) Endorsement revenue
Endorsement revenue is generated from commission calculated as a percentage of fees earned 
by clients for guest appearances, wearing of certain attire or other sponsorship deals. Revenue 
is recognised based on the terms of the individual contracts, in the period that the associated 
fees are earned by the player.
46
TLA Worldwide PLC     cost of sales
Cost of sales includes commission-based staff costs, including salaries, bonuses and social 
security costs, and expenses reimbursed to commission-based agents.
property, plant and equipment
The fixtures and fittings are stated at cost. Depreciation is computed on the straight-line 
method using an estimated useful life ranging from three to 15 years. Repairs and maintenance 
are charged to expense in the year incurred; major improvements and new assets are  
capitalised and depreciated using an estimated useful life ranging from three to five years.  
The estimated useful lives are as follows:
 w Fixtures and fittings: three to five years  
It is assumed that all assets will be used until the end of their useful life.
intangible assets and goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is 
acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consid-
eration transferred, the amount of any non-controlling interest in the acquiree and the fair 
value of the acquirer’s previously held equity interest (if any) in the entity over the net of the 
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net 
assets exceeds the sum of the consideration transferred, the amount of any non-controlling 
interest in the acquiree and the fair value of the acquirer’s previously held equity interest 
in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain 
purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose 
of impairment testing, goodwill is allocated to each of the Group’s cash-generating units 
expected to benefit from the synergies of the combination. Cash-generating units to which 
goodwill has been allocated are tested for impairment annually, or more frequently when 
there is an indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the unit, the impairment loss is allocated 
first to reduce the carrying amount of any goodwill allocated to the unit and then to the other 
assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An 
impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determina-
tion of the profit or loss on disposal.
Intangible assets arising from a business combination whose fair values can be reliably 
measured are separated from goodwill and amortised based on the future cashflows attribut-
able to the individual assets.
Intangible assets with an indefinite useful life and goodwill are systematically tested for 
impairment at each balance sheet date. Other intangibles assets are amortised from the date 
they are available for use. The estimated useful lives are as follows:
 w Client contracts – over life of the contract
 w Customer relationships – six to eight years
impairment
For goodwill that has an indefinite useful life the recoverable amount is estimated annually. 
For other assets the recoverable amount is only estimated when there is an indication that 
impairment may have occurred. The recoverable amount is the higher of fair value less costs  
to sell and value in use.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce 
the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce 
the carrying amount of other assets in the unit on a pro rata basis. A cash generating unit is the 
47
    Annual Report 2012 smallest identifiable group of assets that generates cash inflows that are largely independent of 
the cash flow from other assets or group of assets. Details of which are set out in note 10. 
taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net 
profit as reported in the income statement because it excludes items of income or expense that 
are taxable or deductible in other years and it further excludes items that are never taxable 
or deductible. The Group’s liability for current tax is calculated using tax rates that have been 
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the  
carrying amounts of assets and liabilities in the financial statements and the corresponding 
tax bases used in the computation of taxable profit, and is accounted for using the balance 
sheet liability method. Deferred tax liabilities are generally recognised for all taxable 
temporary differences and deferred tax assets are recognised to the extent that it is probable 
that taxable profits will be available against which deductible temporary differences can be 
utilised. Such assets and liabilities are not recognised if the temporary difference arises from 
the initial recognition of goodwill or from the initial recognition (other than in a business 
combination) of other assets and liabilities in a transaction that affects neither the taxable 
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on invest-
ments in subsidiaries and associates, and interests in joint ventures, except where the Group 
is able to control the reversal of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced 
to the extent that it is no longer probable that sufficient taxable profits will be available to 
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the 
liability is settled or the asset is realised. Deferred tax is charged or credited in the income 
statement, except when it relates to items charged or credited directly to equity, in which case 
the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off 
current tax assets against current tax liabilities and when they relate to income taxes levied 
by the same taxation authority and the Group intends to settle its current tax assets and 
liabilities on a net basis.
Foreign currencies
The individual financial statements of each group company are presented in the currency of 
the primary economic environment in which it operates (its functional currency). For the  
purpose of the consolidated financial statements, the results and financial position of each 
group company are expressed in US dollars, which is the presentation currency for the 
consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies 
other than the entity’s functional currency (foreign currencies) are recognised at the rates of 
exchange prevailing on the dates of the transactions. At each balance sheet date, monetary 
assets and liabilities that are denominated in foreign currencies are retranslated at the rates 
prevailing at that date. Non-monetary items carried at fair value that are denominated in 
foreign currencies are translated at the rates prevailing at the date when the fair value was 
determined. 
Non-monetary items that are measured in terms of historical cost in a foreign currency are  
not retranslated. 
Exchange differences are recognised in profit or loss in the period in which they arise  
except for:
48
TLA Worldwide PLC      w exchange differences on foreign currency borrowings relating to assets under construction 
for future productive use, which are included in the cost of those assets when they are 
regarded as an adjustment to interest costs on those foreign currency borrowings;
 w exchange differences on monetary items receivable from or payable to a foreign operation 
for which settlement is neither planned nor likely to occur (therefore forming part of the net 
investment in the foreign operation), which are recognised initially in other comprehensive 
income and reclassified from equity to profit or loss on disposal or partial disposal of the 
net investment.
For the purpose of presenting consolidated financial statements, the assets and liabilities of 
the group’s foreign operations are translated at exchange rates prevailing on the balance sheet 
date. Income and expense items are translated at the average exchange rates for the period, 
unless exchange rates fluctuate significantly during that period, in which case the exchange 
rates at the date of transactions are used. Exchange differences arising, if any, are recognised 
in other comprehensive income and accumulated in equity (attributed to non-controlling 
interests as appropriate). 
Translation differences on non-monetary financial assets and liabilities are reported as part of 
the fair value gain or loss. Translation differences on non-monetary financial assets, such as 
investments in equity securities classified as available for sale, are included in the fair value 
reserve in equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated 
as assets and liabilities of the foreign entity and translated at the closing rate.
Bank borrowings
Interest bearing bank loans and overdrafts are recorded at an amount and the amount of the 
proceeds received net of direct issue costs. Finance charges, including premiums payable on 
settlement or redemption and direct issue costs, are accounted for on an accrual basis in the 
Consolidated income statement using the effective interest rate method and are added to the 
carrying amount of the instrument to the extent that they are not settled in the period in which 
they arose. 
Finance costs
Finance costs of financial liabilities are recognised in the income statement over the term of 
such instruments at a constant rate of the carrying amount.
Operating leases
Leases where substantially all of the risks and rewards of ownership are not transferred to 
the Group are treated as operating leases. Rentals under operating leases are charged to the 
income statement on a straight line basis over the period of the lease.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term 
highly liquid investments that are readily convertible to a known amount of cash and are 
subject to an insignificant risk of changes in value.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the 
Group becomes a party to the contractual provisions of the instrument.
financial assets
All financial assets are recognised and derecognised on a trade date where the purchase or 
sale of a financial asset is under a contract whose terms require delivery of the financial asset 
within the time frame established by the market concerned, and are initially measured at 
fair value, plus transaction costs, except for those financial assets classified as at fair value 
through profit or loss, which are initially measured at fair value. 
49
    Annual Report 2012 Financial assets are classified into the following specified categories: financial assets ‘at fair 
value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) 
financial assets and ‘loans and receivables’. The classification depends on the nature and 
purpose of the financial assets and is determined at the time of initial recognition.
loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable payments 
that are not quoted in an active market are classified as ‘loans and receivables’. Loans and 
receivables are measured at amortised cost using the effective interest method, less any 
impairment. Interest income is recognised by applying the effective interest rate, except for 
short-term receivables when the recognition of interest would be immaterial.
impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each 
balance sheet date. Financial assets are impaired where there is objective evidence that, as 
a result of one or more events that occurred after the initial recognition of the financial asset, 
the estimated future cash flows of the investment have been affected. 
For listed and unlisted equity investments classified as AFS, a significant or prolonged  
decline in the fair value of the security below its cost is considered to be objective evidence  
of impairment. 
For all other financial assets, including redeemable notes classified as AFS and finance lease 
receivables, objective evidence of impairment could include:
 w significant financial difficulty of the issuer or counterpar ty; or
 w default or delinquency in interest or principal payments; or
 w it becoming probable that the borrower will enter bankruptcy or financial reorganisation.
For certain categories of financial asset, such as trade receivables, assets that are assessed 
not to be impaired individually are, in addition, assessed for impairment on a collective basis. 
Objective evidence of impairment for a portfolio of receivables could include the Group’s past 
experience of collecting payments, an increase in the number of delayed payments in the 
portfolio past the average credit period of 60 days, as well as observable changes in national 
or local economic conditions that correlate with default on receivables.
For financial assets carried at amortised cost, the amount of the impairment is the differences 
between the asset’s carrying amount and the present value of estimated future cash flows, 
discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all 
financial assets with the exception of trade receivables, where the carrying amount is reduced 
through the use of an allowance account. When a trade receivable is considered uncollectible, 
it is written off against the allowance account. Subsequent recoveries of amounts previously 
written off are credited against the allowance account. Changes in the carrying amount of the 
allowance account are recognised in profit or loss.
financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in  
accordance with the substance of the contractual arrangement. 
equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an 
entity after deducting all of its liabilities. Equity instruments issued by the Group are  
recognised at the proceeds received, net of direct issue costs.
financial liabilities 
Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial 
liabilities’.
50
TLA Worldwide PLC     financial liabilities at fvtpl 
Financial liabilities are classified as at FVTPL when the financial liability is either held for 
trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
 w it has been incurred principally for the purpose of repurchasing it in the near term; or
 w on initial recognition it is part of a portfolio of identified financial instruments that the 
Group manages together and has a recent actual pattern of short-term profit-taking; or 
 w it is a derivative that is not designated and effective as a hedging instrument. 
A financial liability other than a financial liability held for trading may be designated as at 
FVTPL upon initial recognition if:
 w such designation eliminates or significantly reduces a measurement or recognition 
inconsistency that would otherwise arise; or 
 w the financial liability forms part of a group of financial assets or financial liabilities or both, 
which is managed and its performance is evaluated on a fair value basis, in accordance 
with the Group’s documented risk management or investment strategy, and information 
about the grouping is provided internally on that basis; or
 w it forms part of a contract containing one or more embedded derivatives, and IAS 39 
Financial Instruments: Recognition and Measurement permits the entire combined contract 
(asset or liability) to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on 
remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss 
incorporates any interest paid on the financial liability and is included in the ‘other gains and 
losses’ line item in the income statement. Fair value is determined in the manner described in 
note 26. 
other financial liabilities 
Other financial liabilities, including borrowings, are initially measured at fair value, net of 
transaction costs. 
Other financial liabilities are subsequently measured at amortised cost using the effective 
interest method, with interest expense recognised on an effective yield basis. 
The effective interest method is a method of calculating the amortised cost of a financial 
liability and of allocating interest expense over the relevant period. The effective interest rate 
is the rate that exactly discounts estimated future cash payments through the expected life of 
the financial liability, or, where appropriate, a shorter period, to the net carrying amount on 
initial recognition.
derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are 
discharged, cancelled or they expire.
derivative financial instruments
The Group enters into interest rate swaps to manage its exposure to interest rate that The 
Group holds. Further details of derivative financial instruments are disclosed in note 17.
Derivatives are initially recognised at fair value at the date a derivative contract is  
entered into and are subsequently remeasured to their fair value at each balance sheet date. 
The resulting gain or loss is recognised in profit or loss immediately.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative 
with a negative fair value is recognised as a financial liability. A derivative is presented as  
a non-current asset or a non-current liability if the remaining maturity of the instrument is 
more than 12 months and it is not expected to be realised or settled within 12 months.  
Other derivatives are presented as current assets or current liabilities.
51
    Annual Report 2012 Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by 
appropriate allowances for estimated irrecoverable amounts.
Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an 
investment is under contract whose terms require the delivery of the investment within the 
time frame established by the market concerned, and are initially measured at cost, including 
transaction costs. Investments are classified either as available for sale, and are measured at 
subsequent reporting dates at fair value, or at amortised cost, where no fair value is readily 
determinable.
Gains and losses on available for sale financial assets arising from changes in fair value are 
recognised directly in equity, until the security is disposed of or is determined to be impaired, 
at which time the cumulative gain or loss previously recognised in equity is included in the net 
profit or loss for the period.
Trade payables
Trade payables are not interest-bearing and are stated at their nominal value.
52
TLA Worldwide PLC     53
    Annual Report 2012 1. Segmental analysis
The Group reports its business activities in two areas: baseball representation and sports 
marketing. Unallocated represents the Group’s costs as a public company, along with intra-
group transactions, and exceptional items (see note 4). The Group derives its revenues in the 
United States of America.
Baseball representation: primarily assists the on field activities of baseball players, including 
all aspects of a player’s contract negotiation.
Sports marketing: primarily assists the off-field activities of athletes; in addition it represents 
broadcasters and coaches in respect of their contract negotiations.
All of the Group’s revenue arises through the rendering of services. 
IFRS 8 paragraph 34 requires disclosure of revenues by customer for each customer that 
generates in excess of 10 per cent of the Group’s total revenues in a period. In the year ended 
31 December 2012, there were no clients who generated in excess of 10 per cent of total 
revenue (23-day period ended 31 December 2011: one). 
Notes to the 
consolidated  
financial statements
54
TLA Worldwide PLC     year ended 31 december 2012 
Baseball  
representation 
($000)
Sports 
marketing 
($000)
Unallocated 
($000)
Total 
($000)
Revenues 10,065 5,017 – 15,082
Cost of sales (355) (230) – (585)
Gross profit 9,710 4,787 – 14,497
Operating expenses excluding depreciation, 
amortisation and exceptional items
(4,246) (2,262) (1,423) (7,931)
Adjusted EBITDA
4
5,464 2,525 (1,423) 6,566
Amortisation of intangibles arising on acquisition (3,081) (1,323) – (4,404)
Depreciation (5) (1) (2) (8)
Exceptional and acquisition related costs (see note 4) – – (950) (950)
Operating profit/(loss) 2,378 1,201 (2,375) 1,204
Finance costs (1,283)
Loss before tax (79)
Tax (1,117)
Loss for the period (1,196)
Assets 44,373 14,463 1,507 60,343
Liabilities (564) (1,157) (24,102) (25,823)
Capital employed 43,809 13,306 (22,595) 34,520
23-day period to 31 december 2011 
Baseball  
Representation  
($000)
Sports 
Marketing 
($000)
Unallocated 
($000)
Total 
($000)
Revenues 19 156 – 175
Cost of sales – (4) – (4)
Gross profit 19 152 – 171
Operating expenses excluding depreciation, 
amortisation and exceptional items
(289) (155) (242) (686)
Adjusted EBITDA
4
(270) (3) (242) (515)
Amortisation of intangibles arising on acquisition (192) (101) – (293)
Exceptional and acquisition related costs (see note 4) – – (2,294) (2,294)
Operating loss (462) (104) (2,536) (3,102)
Finance costs (119)
Loss before tax (3,221)
Tax 537
Loss for the period (2,684)
Assets 37,640 13,926 3,197 54,763
Liabilities (1,257) (228) (26,675) (28,160)
Capital employed 36,383 13,698 (23,478) 26,603
* Restated to reflect change in fair value of assets acquired see note 10 and 13. 
55
    Annual Report 2012 3. Earnings/(loss) per share
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Interest on bank overdrafts and other loans (493) (32)
Total interest expense (493) (32)
Fair value lose on interest rate swaps (51) (78)
Amortisation of borrowing costs over the term of the loan (173) (9)
Amortisation of discount on deferred consideration (566) –
Total finance costs (1,283) (119)
Loss
Year ended 31 December 
2012
23-day period to 31 December 
2011
Loss for the purposes of basic earnings per share being net loss 
attributable to owners of the company
($1,196,000) ($2,684,000)
Number of shares
Weighted average number of shares in issue 65,469,620 63,860,990
Weighted average deferred consideration shares to be issued 34,905,521 34,802,015
Weighted average number of shares for the purposes of basic loss 
per share
100,375,141 98,663,005
Year ended 31 December 
2012 (¢)
23-day period to 31 December 
2011 (¢)
Basic and diluted loss per share (1.19) (2.72)
Year ended 31 December 
2012 (¢)
23-day period to 31 December 
2011 (¢)
Basic adjusted earnings per share 4.19 0.03
Diluted adjusted earnings per share 4.19 0.03
The calculation of loss per share per share is based on the following data:
Adjusted earnings per share (see below)
The accounting policies of the reportable segments are the same as the Group’s accounting 
policies described in the principal accounting policies. Segment profit represents the profit 
earned by each segment, central administration costs including directors’ salaries, excep-
tional, acquisition and finance costs, and income tax expense. This is the measure reported to 
the Group’s chief executive for the purpose of resource allocation and assessment of segment 
performance.
2. Finance costs
56
TLA Worldwide PLC     Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Depreciation of property, plant and equipment 8 –
Amortisation of other intangible assets 4,404 293
Exceptional and acquisition related costs (see below) 950 2,294
Net foreign exchange losses 18 –
Staff costs (see note 7) 4,366 333
Auditors remuneration (see note 5) 204 660
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Acquisition related costs 614 1,031
Integration costs 406 1,263
Loyalty bonus arising on acquisition 250 –
Fair value movement on valuation of deferred consideration (320) –
Total exceptional and acquisition related costs 950 2,294
Adjustment to the earnings is defined as profit or loss for the period adjusted to add back 
amortisation of acquired intangible assets and any other acquisition related charges, share 
based payment charges, fair value movement on financial derivatives and exceptional items. 
The adjusted profit attributable to owners of the Company used in calculating the basic and 
diluted adjusted earnings per share is reconciled below:
4. Loss before taxation
The following are included in loss before tax:
The exceptional and acquisition related costs/(gains) relate to:
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Loss attributable to shareholders (1,196) (2,644)
Adjusted for exceptional and acquisition related costs (see note 4) 950 2,294
Amortisation of acquired intangible assets 4,404 293
Fair value loss on interest rate swap 51 78
Adjusted earnings 4,209 21
57
    Annual Report 2012 5. Auditor’s remuneration
The analysis of the auditor’s remuneration is as follows:
6. Transaction with key management personnel
Key management of the Group is considered to be the Board of Directors and the  
operational Board.
Further information in respect of directors is given in the Directors’ Remuneration table  
on page 28.
7. Staff costs
The average monthly number of employees (including executive directors) was:
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Fees payable to the Company’s auditor and their associates for 
the audit of the Company’s annual accounts
135 101
Total audit fees 135 101
Other taxation advisory services 69 132
Corporate finance services – 427
Total non-audit fees 69 559
Total fees 204 660
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
short-term benefits
Salaries including bonuses 608 41
Social security costs 14 5
Healthcare and other costs 41 14
Total Remuneration 663 60
2012 (number) 2011 (number)
Administration/Support 28 11
Agents 19 16
Executive directors 4 3
Total 51 30
58
TLA Worldwide PLC     8. Tax
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdic-
tion. The charge for the year can be reconciled to the loss per the income statement as follows:
Their aggregate remuneration comprised:
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Wages and salaries 3,622 294
Social security costs 161 19
Other costs 583 20
Total 4,366 333
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
uk taxes
Current year – –
us taxes
Current year (1,420) (65)
Adjustments in respect of prior year 221 –
(1,199) –
Deferred tax (note 9) 82 602
Total tax (1,117) 537
Year ended 31 December 
2012 ($000)
23-day period to 31 December 
2011 ($000)
Loss before tax on continuing operations  (79) (3,221)
Tax credit at the US corporation tax rate of 40% (23-day period 
ended 31 December 2011: 40%)
32 1,289
effects of:
Tax losses utilised in the year 497 –
Expenses not deductible for tax purposes (1,358) –
Other timing differences (477) –
Adjustments to tax charge for prior period 221 –
Unrecognised deferred tax asset – (687)
Effect of different tax rates of entities operating in other 
jurisdictions
(32) (65)
Tax (charge)/credit for the year (1,117) 537
59
    Annual Report 2012 9. Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and 
movements thereon during the current reporting period.
At the balance sheet date, the Group has unused tax losses of $1.9 million (2011: $3.2 million) 
available for offset against future profits. A deferred tax asset has been recognised in respect 
of $0.2 million (2011: $1.5 million); of such losses. No deferred tax asset has been recognised 
in respect of the remaining $1.7 million (2011: $1.7 million) as it is not considered probable 
that there will be future taxable profits available. The whole unrecognised loss balance may  
be carried forward indefinitely.
10. Goodwill
2011 *as restated ($000)
cost and net book value
At 31 December 2011 (as previously stated) 24,055
Restatement 174
At 31 December 2011 (as restated) 24,229
Acquisition of subsidiaries 4,793
At 31 December 2012 29,022
accumulated impairment loss 
At 31 December 2011 –
Impairment for the year –
At December 2012 –
Carrying amount at 31 December 2011 24,229
Carrying amount at 31 December 2012 29,022
* As the Legacy and Agency acquisitions 
occurred in December 2011 it was 
impractical to accurately determine  
the fair value of acquired assets.  
The 2011 balance sheet has been 
restated following the completion  
of the valuation exercise.
Intangible assets 
($000)
Goodwill 
($000)
Tax losses 
($000)
Other timing 
differences  
*as restated 
($000) 
Total 
($000)
At 16 August 2011 – – – – –
Arising on acquisition (9,181) 9,181 – 371 –
Credit to income 115 – 487 – 602
At 31 December 2011 (9,066) 9,181 487 371 973
Arising on acquisition (1,660) 1,660 – – –
Credit/(charge) to income 1,773 (1,296) (395) – 82
At 31 December 2012 (8,953) 9,545 92 371 1,055
2012 ($000) 2011 ($000)
Deferred tax asset 10,008 10,040
Deferred tax liability (8,953) (9,067)
Total 1,055 973
60
TLA Worldwide PLC     Goodwill acquired in a business combination is allocated, at acquisition, to the cash generat-
ing units (CGUs) that are expected to benefit from that business combination. Before recogni-
tion of impairment losses, the carrying amount of goodwill had been allocated as follows:
The Group tests goodwill annually for impairment, or more frequently if there are indications 
that goodwill might be impaired.
The recoverable amounts of all three CGUs are determined from value in use calculations. 
The key assumptions for the value in use calculations are those regarding the discount rates, 
growth rates and expected changes to contractual revenue and direct costs during the period. 
Management estimates discount rates using pre-tax rates that reflect current market assess-
ments of the time value of money and the risks specific to the CGUs.
The unit cash flows were discounted using a pre-tax discount rate of 11.5% (2011: 11.5%) 
which the directors believe adequately reflects current market assessment in respect of both 
the time value of money and the risk specific to each CGU. This discount factor was considered 
to be appropriate for all the units, given their geography and market sector. 
The Group has conducted a sensitivity analysis on the impairment test of each CGUs carrying 
value. A decline of 15% to cash flows would result in the carrying value of goodwill being 
reduced to its recoverable amount.
The Group prepares cash flow forecasts derived from the most recent financial budgets 
approved by management for the next five years and extrapolates cash flows for the following 
five years based on an estimated growth rate of 0% (2011: 0%). This rate does not exceed the 
average long-term growth rate for the relevant markets.
As a consequence the directors do not consider any need for impairment to goodwill as at  
31 December 2012.
2012 ($000) 2011 *as restated ($000)
Legacy 18,109 18,109
PEG 4,793 –
Baseball representation 22,902 18,109
Agency 6,120 6,120
Sports marketing 6,120 6,120
Total – TLA Worldwide 29,022 24,229
61
    Annual Report 2012 11. Other intangible assets
12. Property plant and equipment
Client contracts ($000)
Customer relationships 
($000) Total ($000)
cost
At 16 August 2011 – – –
Acquisition of subsidiaries 7,499 15,455 22,954
At 31 December 2011 7,499 15,455 22,954
Acquisition of subsidiaries 1,666 2,484 4,150
At 31 December 2012 9,165 17,939 27,104
accumulated amortisation
At 16 August 2011 – – –
Charge for the year (189) (104) (293)
At 31 December 2011 (189) (104) (293)
Charge for the year (2,920) (1,484) (4,404)
At 31 December 2012 (3,109) (1,588) (4,697)
carrying amount
At 31 December 2011 7,310 15,351 22,661
At 31 December 2012 6,056 16,351 22,407
Fixtures and fittings ($000) Total ($000)
cost
At 16 August 2011 – –
Additions 4 4
At 31 December 2011 4 4
Additions 41 41
At 31 December 2012 45 45
accumulated depreciation
At 16 August 2011 – –
Charge for period – –
At 31 December 2011 – –
Charge for year (8) (8)
At 31 December 2012 (8) (8)
carrying amount
At 31 December 2011 4 4
At 31 December 2012 37 37
62
TLA Worldwide PLC     13. Acquisitions
peter e greenberg & associates (peg)
On 11 November 2012, through its wholly owned subsidiary TLA Acquisitions Limited, the 
Group acquired the trade and certain assets of PEG. The Company focuses on baseball 
representation and has 13 Major League Baseball, including five All-star, players as clients. 
The consideration for PEG was made up as follows:
 w initial cash consideration of $3.1 million, reduced by a working capital adjustment of  
$0.7 million, payable on completion;
 w a further payment in cash of $0.2 million on 31 July 2013; 
 w $1.3m satisfied by the issue of the TLA (NY) Inc. consideration shares upon completion of 
the acquisition (which can, in accordance with the terms of the exchange agreement, be 
exchanged for 3,326,029 Ordinary Shares in the capital of TLA Worldwide plc at any time  
at the option of the vendors); and
 w up to $7.1million, payable in five earn-out payments. These earn-out payments can be 
earned if either the individual annual EBIT targets or the cumulative five-year EBIT target 
are met or exceeded. The Company has the option to pay 30% of each earn-out in shares 
instead of cash. Management has assigned a fair value of £4.9m to these payments.
The goodwill of $4.8 million arising from the acquisition consists of synergies arising from the 
acquisition, the acquiree’s assembled workforce and anticipated future profits arising from access 
to new markets. $4.8m of the goodwill is expected to be deductible for income tax purposes.
The fair value of the 3,326,029 Ordinary Shares issued as part of the consideration paid for 
PEG ($1.3 million) was determined at a value of 24.5 pence per share, being the average price 
at which the Group’s Ordinary Shares were traded on AIM during the period of seven (7) days 
ending at the close of trading on 16 October 2012). This valuation has been used as TLA (NY) 
Inc. shares are convertible at any time at the vendor’s option into TLA Worldwide plc shares. 
The conversion of these shares is not contingent on any future events. 
The contingent consideration arrangement requires the PEG business to achieve set earnings 
targets over a five-year period. The potential undiscounted amount of all future payments that 
TLA Worldwide plc could be required to make under the contingent consideration arrangement 
is between $nil and $7.1million.
The fair value of the contingent consideration arrangement of $4.9 million (discounted to 
present value) was estimated based on the anticipated earnings of PEG.
Book value at acquisition 
($000)
Revaluations 
($000)
Provisional fair value 
 ($000)
Intangible assets – 4,150 4,150
Tangible assets 6 (6) –
Trade and other receivables 46 – 46
Trade and other payables (247) – (247)
Total (195) 4,144 3,949
Goodwill 4,793
Purchase consideration 8,742
Less deferred payable in cash 
discounted to present value
(5,021)
Less TLA (NY) Inc. shares on 
acquisition
(1,311)
Cash outflow on acquisition 2,410
63
    Annual Report 2012 Acquisition-related costs (included in exceptional items) amount to $0.6 million. PEG contrib-
uted $0.3 million revenue and a loss of $0.5 million to Group’s loss for the period between the 
date of acquisition and the balance sheet date. It is not deemed practical to disclose revenue 
or profit if the acquisition occurred on 1 January 2012 as PEG historically produced financial 
statements on a cash basis. 
fair value adjustments in respect to prior year acquisitions: agency
On 8 December 2011, through its wholly owned subsidiary TLA Acquisitions Limited, the 
Group acquired certain business and assets of Goal Marketing Group and The Agency Sports 
Management LLC. 
The fair value of net assets acquired has been revised since the provisional figures stated in 
the 31 December 2011 year-end accounts and are stated as follows:
The goodwill of $6.1 million arising from the acquisition consists of synergies arising from the 
acquisition, the acquiree’s assembled workforce and anticipated future profits arising from 
access to new markets. $6.1 million of the goodwill is expected to be deductible for income tax 
purposes.
fair value adjustments in respect to prior year acquisitions: legacy
On 8 December 2011, through its wholly owned subsidiary TLA Acquisitions Limited, the Group 
acquired certain business and assets of Legacy. The Company focuses on baseball representa-
tion and has 13 Major League Baseball All-star players as clients.
The fair value of net assets acquired have been revised since the provisional figures stated in 
the 31 December 2011 year-end accounts and are stated as follows:
   
* Amounts restated reflect receivables acquired which were impaired as a result of a fair value exercise undertaken in 
2012, a change in the valuation applied to deferred consideration and an additional deferred tax asset recognised 
on acquisition.
At 31 December 2011  
[as previously stated] ($000)
Revaluations 
($000)
Fair value 
 ($000)
Intangible assets 7,042 – 7,042
Tangible assets – – –
Deferred tax asset – 101 101
Trade and other receivables 785 (297)* 488
Total 7,827 (196) 7,631
Goodwill 5,974 146 6,120
Consideration 13,801 (50) 13,751
Less deferred payable in cash 
discounted to present value
(4,113) (4,113)
Less deferred consideration 
payable in equity 
(3,866) (3,866)
Less deferred consideration 
payable in cash or equity
(537) 50 (487)
Cash outflow on acquisition 5,285 – 5,285
64
TLA Worldwide PLC     The goodwill of $18.1m arising from the acquisition consists of synergies arising from  
the acquisition, the acquiree’s assembled workforce and anticipated future profits arising  
from access to new markets. $18.1m of the goodwill is expected to be deductible for income 
tax purposes.
14. Trade and other receivables
* Amounts restated reflect additional liabilities acquired which were recognised as a result of a fair value exercise 
undertaken in 2012.
* Amounts restated reflect receivables acquired which were impaired as a result of a fair value exercise undertaken 
in 2012.
At 31 December 2011  
[as previously stated] ($000)
Revaluations 
($000)
Fair value 
 ($000)
Intangible assets 15,912 – 15,912
Tangible assets – – –
Trade and other receivables 2,797 – 2,797
Deferred tax assets – 270 270
Trade and other payables (51) (298)* (349)
Long-term liabilities (8) (8)
Total 18,650 (28) 18,622
Goodwill 18,081 28 18,109
Consideration 36,731 – 36,731
Less deferred payable in cash 
discounted to present value 
(6,710)
Less deferred consideration 
payable in equity 
(7,000)
Less deferred consideration 
payable in cash or equity
(3,784)
Cash outflow on acquisition 19,237
2012 ($000) 2011 *as restated ($000)
Trade receivables 2,586 2,862
Other debtors 632 857
Current tax asset 360 –
Prepayments 120 62
Total 3,698 3,781
trade receivables
Amounts receivable from trade customers are non-interest bearing and are generally on 
30 –60 day terms.
Trade receivables disclosed above include amounts (see overleaf for aged analysis) which are 
past due at the reporting date but against which the Group has not recognised an allowance 
for doubtful receivables because there has not been a significant change in credit quality and 
the amounts are still considered recoverable. The average age of these receivables is 56 days 
(2011: 58 days).
65
    Annual Report 2012 In determining the recoverability of a trade receivable the Group considers any change in 
the credit quality of the trade receivable from the date credit was initially granted up to the 
reporting date. The concentration of credit risk is limited due to the customer base being large 
and unrelated.
The directors have considered the material receivables that are past due dates with senior 
management directly responsible for those relationships. On the basis of these discussions 
and the credit control procedures in place the directors consider that these receivables are 
recoverable. The directors consider that the carrying amount of trade and other receivables is 
approximately equal to their fair value.
15. Trade and other payables
Trade creditors and accruals principally comprise amounts outstanding for trade purchases 
and ongoing costs. The average credit period taken for trade purchases is 40 days (2011:  
40 days). For most suppliers no interest is charged on the trade payables for the first 30 days 
from the date of the invoice. Thereafter, interest is charged on the outstanding balances at 
various interest rates. The Group has financial risk management policies in place to ensure 
that all payables are paid within the pre-agreed credit terms.
The directors consider that the carrying amount of trade payables approximates to their  
fair value.
* Amounts restated reflect additional liabilities acquired which were recognised as a result of a fair value exercise 
undertaken in 2012. See note 13.
* Amounts restated reflect additional liabilities acquired which were recognised as a result of a fair value exercise 
undertaken in 2012.
ageing of past due but not impaired receivables
2012 ($000) 2011 *as restated ($000)
0–30 days 1,576 175
30–60 days 345 2,687
60–90 days 74 –
90–120 days 591 –
Total 2,586 2,862
2012 ($000) 2011 *as restated ($000)
Amounts payable to providers of services 933 2,381
Accruals and other amounts payable 798 1,004
Current taxes payable 139 62
Total 1,870 3,447
66
TLA Worldwide PLC     All borrowings are denominated in US dollars. The other principal features of the Company’s 
borrowings are as follows:
 w interest is charged at 4% above US LIBOR;
 w the loan is secured against trade receivables and contracted revenue;
 w repayments are made quarterly evenly over the life of the loan; and
 w the loan is for five years and expires on 8 December 2016.
17. Derivative financial instruments
On 16 December 2011 the Group entered into an interest rate swap of 5.22% for the period  
8 December 2011 to 2 December 2016 for $10 million of its borrowings.
The swap is designated a hedge of the interest rate expenses relating to the Group loans.  
The contract was marked to market on 31 December 2012 and had a fair value liability 
of $129,000 (31 December 2011: $78,000). In accordance with IAS 39 the loss has been 
recognised as an expense in the period.
The interest rate swap’s contractual maturity is summarised below:
16. Borrowings
2012 ($000) 2011 ($000)
secured borrowing at amortised cost
Bank loans 8,000 10,000
Debt costs amortised over the life of the facility (294) (467)
Total 7,706 9,533
total borrowings
Amount due for settlement within 12 months 1,907 1,907
Amount due for settlement after 12 months 5,799 7,626
Total 7,706 9,533
2012 ($000) 2011 ($000)
Interest rate swap 129 78
2012 ($000) 2011 ($000)
Within 6 months 224 257
In 6 to 12 months 192 235
1 to 5 years 481 897
67
    Annual Report 2012 18. Deferred consideration
Under the terms of the acquisition agreements in relation to Agency, Legacy and PEG,  
the Company has obligations to the vendors of those businesses as set out below:
In addition to the liabilities detailed above an additional $12,177,000 (2011: $10,866,000) 
consideration payable in one to two years is to be settled by way of the issue of shares. This 
issue is not contingent on any future event and is therefore considered an equity item (see 
note 21). 
The cash-deferred consideration requires the conversion into cash of the EBIT underlying the 
earn-out payment prior to its payment date. The extent to which this has not achieved the 
earn-out is reduced by the cash shortfall.
The Group has estimated the fair value of this liability based on the anticipated future EBIT of 
each underlying business. This value has then been discounted back to present value using the 
Group’s borrowing rate of 5.22%. 
The Group has the option to settle 30% of the $5,021,000 payable to PEG in shares in TLA 
(NY) INC. In accordance with the terms of the exchange agreement, these shares can be 
exchanged for Ordinary Shares in the capital of TLA Worldwide plc at any time at the option of 
the vendors. These payments are made annually for the next five years. 
2012 ($000) 2011 *as restated ($000)
Payable in less than one year 4,005 303
Payable in one to two years 7,617 4,271
Payable in two to five years 6,695 10,660
Payable in more than five years – 1,600
Impact of discounting on provisions payable in cash at the 
borrowing rate of 5.22%
(2,209) (1,740)
Total deferred consideration payable 16,108 15,094
* Amounts restated reflect additional liabilities acquired which were recognised as a result of a fair value exercise 
undertaken in 2012.
Deferred consideration ($000)
At January 2012 as previously stated 15,144
Restatement (50)
At January 2012 as restated 15,094
Additional deferred consideration in the year 5,021
Settlement of deferred consideration (4,572)
Unwinding of discount 566
At December 2012 16,108
68
TLA Worldwide PLC     19. Operating leases
The Group’s future minimum operating lease payments are as follows:
The above represents a number of office premises. During the year $0.4m (23-day period 
ended 31 December 2011: $0.1m) was recognised as an expense in the income statement. 
20. Share capital
The issued share capital of the Company and the changes during the year can be summarised 
as follows:
On 11 November 2012 the Group placed 11,028,634 new Ordinary Shares on to AIM with a 
nominal value of £220,573 ($350,710). These shares were issued at a price of 23p with share 
premium of $3,682,460. 
On 28 December 2012 the Group settled a deferred consideration liability with the issue of 
12,593,253 Ordinary Shares with a prescribed value of 20p per share. These shares held a 
nominal value of £251,885 ($405,503) with a premium of $3,649,524. The Group held the 
option to settle this liability in cash or Ordinary Shares in TLA Worldwide plc. As such, in 
accordance with IAS39, this liability was presented as a financial liability until the point  
of issue. 
The Company has one class of Ordinary Shares which carry no right to fixed income.
21. Equity
The Share Premium arises from capital raised through the issue of Ordinary Shares to the 
extent that the nominal value is exceeded by the proceeds of the issue.
Shares to be issued reflect deferred consideration payable in respect to acquisitions made 
in the period. This issue is not contingent on any future event and is therefore considered an 
equity item (see note 13). 
2012 ($000) 2011 ($000)
Within one year 675 469
In the second to fifth years inclusive 1,239 1,325
After five years – 50
Total 1,914 1,844
Nominal value (£) Nominal value ($) Number
On incorporation on 16 August 2011 – Ordinary 
Shares of £1 each
60,000 93,246 60,000
Subdivided into Ordinary Shares of 2p each – – 2,940,000
Issued on 2 December 2011 at par 1,070 1,663 53,500
Issued on 2 December 2011 at 25.296p per share 20,545 31,929 1,027,255
Issued on 8 December 2011 at 20p per share 1,195,605 1,858,090 59,780,235
Balance at 31 December 2011 1,277,220 1,984,928 63,860,990
Issued on 11 November 2012 at 23p per share 220,573 350,710 11,028,634
Issued on 28 December 2012 at 20p per share 251,865 405,503 12,593,253
Balance at 31 December 2012 1,749,658 2,741,141 87,482,877
69
    Annual Report 2012 22. Group companies
The principal companies (all of which are wholly owned either directly or indirectly by TLA 
Worldwide PLC) in the Group are:
 w TLA Acquisitions Limited, registered in England and Wales, acts as an intermediate holding 
company;
 w TLA Acquisitions number two Limited, registered in England and Wales, acts as an interme-
diate holding company;
 w The Legacy Agency Inc., incorporated under the laws of Delaware, United States of 
America, undertakes the business of athlete representation and sports marketing;
 w TLA Americas Inc., incorporated under the laws of Delaware, United States of America, 
undertakes the business of athlete representation and sports marketing; and
 w The Legacy Agency (NY) Inc (“TLA NY”), incorporated under the laws of Delaware, United 
States of America, undertakes the business of athlete representation and sports marketing. 
The Company indirectly owns 70% of TLA NY. The balance is held by the vendors of PEG, 
who can exchange their holding into shares in the Company as set out in note 13.  
The shares carry no right to dividends and the Company has the right to call them in certain 
circumstances for it shares.
Share 
capital 
($000)
Share 
premium 
($000)
Shares to  
be issued 
($000)
Foreign 
currency 
reserve 
($000)
Retained 
earnings 
($000)
Total 
($000)
Balance at 16 August 2011 – – – – – –
Total comprehensive income for period – – – 174 (2,684) (2,510)
Equity issued during the period 1,985 17,095 – – – 19,080
Equity costs charged during the period – (833) – – – (833)
Deferred consideration to be settled in equity – – 10,866 – – 10,866
Balance at 31 December 2011 1,985 16,262 10,866 174 (2,684) 26,603
Total comprehensive income for period – – – (88) (1,196) (1,284)
Equity issued during the period 756 7,332 – – – 8,088
Equity costs charged during the period – (198) – – – (198)
Deferred consideration to be settled in equity – – 1,311 – – 1,311
Balance at 31 December 2012 2,741 23,396 12,177 86 (3,880) 34,520
70
TLA Worldwide PLC     23. Notes of cash flow statement
Cash and cash equivalents comprise cash and short-term bank deposits with an original 
maturity of three months or less. The carrying amount of these assets is approximately equal 
to their fair value.
24. Capital commitments
The Group had no commitments to purchase property, plant and equipment (2011: none).
25. Related parties
Greg Genske is deemed to be a related party as a beneficiary of the agreement relating to 
the acquisition of LS Legacy Sports LLC. As at 31 December 2012 he was owed $3,674 by the 
Company(31 December 2011: $9,386).
Jordan Bazant is deemed to be a related party as a beneficiary of the agreement relating to  
the acquisition of Goal Marketing, LLC, Goal Marketing II, LLC and The Agency Sports  
Management, LLC. As at 31 December 2012 a loan of $100,000 from the Company was 
outstanding (31 December 2011: $nil). The loan is repayable from Jordan Bazant’s future  
earn-out consideration.
26. Critical accounting judgements and key sources of 
estimation uncertainty
The preparation of financial information in conformity with IFRS requires the Group to make 
certain judgements, estimates and assumptions about the carrying amounts of assets and 
liabilities that are not readily apparent from other sources. These estimates and associated 
assumptions are based on historical experience and other factors that are considered to 
be relevant. Actual results may differ from these estimates under different assumptions or 
conditions.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the period in which the estimate is revised if the revi-
sion affects only that period, or in the period of the revision and future periods if the revision 
affects both current and future periods. The Directors consider that the most significant area of 
accounting estimate relates to trade receivables, where clients have not settled in accordance 
2012 ($000) 2011 ($000)
Operating profit/(loss) for the period 1,204 (3,102)
adjustments for
Amortisation of intangible assets 4,404 293
Exceptional costs paid in shares – 1,246
Amortisation of tangible assets 8 –
Operating cash flows before movements in working capital 5,616 (1,563)
Increase/(decrease) in receivables 268 (496)
(Decrease)/increase in payables (2,177) 2,203
Cash generated by operations 3,707 144
Income taxes paid (1,197) (3)
Foreign exchange (losses)/gains (89) 174
Net cash from operating activities 2,421 315
cash and cash equivalents
Cash and bank balances 4,124 3,115
71
    Annual Report 2012 with standard terms and conditions, and the directors have evaluated each balance receivable 
and made provisions for doubtful debts where appropriate, in accordance with experience of 
the normal basis on which such balances are settled.
critical judgements in applying the group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are 
dealt with separately below), that the directors have made in the process of applying the 
Group’s accounting policies and that have the most significant effect on the amounts recog-
nised in financial statements.
Impairment of goodwill
The carrying amount of goodwill is $29.0 million. The directors are confident that the 
carrying amount of goodwill is fairly stated, and have carried out an impairment review 
(note 10).
Other intangible assets
The valuation of client relationships and client contracts is based on key assumptions, 
which the directors have assessed, and are satisfied that the carrying value of these 
assets is fairly stated (see note 11). An impairment review has been carried out.
Fair value on acquisition
On acquisition management are required by IFRS3 to assess the fair value of assets and 
liabilities acquired. These assets and liabilities are often held at historical cost which in 
some instances does not equal fair value.  
The directors have assessed the fair value of assets and liabilities in respect of the 
acquisition of the trade and certain assets. 
Deferred consideration
The directors have provided an estimate of the amount payable in respect of deferred 
contingent consideration. The valuation of this liability is based on future earnings of 
each acquired business. Management apply judgement in estimating the anticipated 
future cash flows and subsequent amounts payable. See note 18.
Recognition of revenue
Revenue is measured as the fair value of the consideration received or receivable and 
comprises amounts billed to clients in respect of fees earned and commission-based 
income and is stated exclusive of any relevant sales taxes. Revenue is recognised on 
an accruals basis in line with the provision of relevant services under the terms of the 
contract, provided that it is probable that the economic benefits will flow to the Group 
and the amount of revenue can be measured reliably.
Trade receivables 
The Group’s customers include athletes, talent and large corporations. While dependant 
on its most high-profile clients, the Board believe that it has structures in place to 
mitigate the risk of non-payment. In addition, the regulatory framework around Major 
League Baseball in particular underpins this confidence. Historically there have been few 
instances of non-payment, with late payers settling outstanding balances in an acceptable 
time frame. The enlarged group has more than 130 clients, which spreads the risk going 
forward. It is a focus of the Board to closely monitor receivables as part of its KPIs.
27. Financial risk management objectives
capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as 
going concerns while maximising the return to shareholders through the optimisation of the 
debt and equity balance. The Group’s overall strategy remains unchanged from 2011.
The capital structure of the Group consists of net debt, which includes the borrowings 
disclosed in note 16 after deducting cash and cash equivalents, and equity attributable to 
72
TLA Worldwide PLC     equity holders of the parent, comprising issued capital, reserves and retained earnings as 
disclosed in note 21. 
The Group is not subject to any externally imposed capital requirements.
Debt is defined as long- and short-term borrowings (excluding derivatives) as detailed in note 16.
Equity includes all capital and reserves of the Group that are managed as capital.
significant accounting policies
Details of the significant accounting policies and methods adopted (including the criteria for 
recognition, the basis of measurement and the bases for recognition of income and expenses) 
for each class of financial asset, financial liability and equity instrument are disclosed within 
the principal accounting policies section of this report.
categories of financial instruments
Financial liabilities and assets included in the balance sheet are as follows:
All of the Group’s financial assets and liabilities, excluding derivative financial instruments, 
are held at amortised cost. The directors are of the opinion that there is no material difference 
between the book value and the fair value of any of these assets or liabilities.
financial risk management objectives
The Group’s international operations expose it to a number of risks that include the effect 
of changes in foreign currency exchange rates, credit and interest rates. As the majority of 
income and expenditure is in USD ,the main exchange risk is translational in effect to the earn-
ings and dividends granted, when related to the share price in GBP. The Group holds external 
credit, which is discussed overleaf.
2012 ($000) 2011 ($000)
financial assets
Cash and bank balances (including cash and 
bank balances in a disposal group held for sale)
4,124 3,115
Trade receivables 2,586 2,687
Other debtors 632 857
Prepayments 120 62
Current tax asset 360 –
Total 7,822 6,721
financial liabilities
Borrowings 7,706 9,533
Deferred consideration 16,108 15,144
Derivative financial instruments 129 77
Trade payables 933 2,381
Accruals and other amounts payable 798 1,004
Current tax payable 139 –
Total 25,813 28,139
73
    Annual Report 2012 Interest rate risk
The Group finances its activities through a mixture of retained cash, operating cash flow, 
bank debt and equity finance. The Group monitors its exposure to interest rate risk in 
association with the bank debt and when investing its cash resources and has taken the 
decision to fix its rates at 5.22% for a period of five years to 2 December 2016. Given this 
interest rate swap, interest rate fluctuations are not currently seen as sensitive.
Credit risk
The Group’s customers include athletes, talent and large corporations. While dependant 
on its most high-profile clients, the Board believe that it has structures in place to 
mitigate the risk of non-payment. In addition, the regulatory framework around Major 
League Baseball in particular underpins this confidence. Historically there have been few 
instances of non-payment, with late payers settling outstanding balances in an acceptable 
time frame. The enlarged group has more than 130 clients, which spreads the risk going 
forward. It is a focus of the Board to closely monitor receivables as part of its KPIs.
Liquidity risk
The Group has continued to maintain positive cash resources well above working capital 
requirements, providing a strong balance sheet visible to the Group’s customer base, 
but also ensuring sufficient available funds for operations, potential expansion or the 
potential financing of small acquisitions.
The following tables detail the Group’s remaining contractual maturity for its non-deriv-
ative financial liabilities with agreed repayment periods. The tables have been drawn up 
based on the undiscounted cash flows of financial liabilities based on the earliest date on 
which the Group can be required to pay.
< 1 month 
(£)
1–3  
months 
(£)
3 months  
to 1 year 
(£)
1–5  
years 
(£)
Impact of 
discounting 
(£)
Total 
(£)
31 december 2012
Borrowings – 500 1407 5,799 – 7,706
Deferred consideration – – 4,005 14,312 (2,209) 16,108
Trade payables 879 – – – – 879
Accruals 782 – – – – 782
Total 1,661 500 5,412 20,111 (2,209) 25,475
31 december 2011
Borrowings – 500 1,407 7,626 – 9,533
Deferred consideration – – 303 16,581 (1,740) 15,144
Trade payables 2,381 – – – – 2,381
Accruals 1,004 – – – – 1,004
Total 3,385 500 1,710 24,207 (1,740) 28,062
Currency risk
The business principally trades in US dollars and, while currency risk does exist, the 
impact is minimal. 
74
TLA Worldwide PLC     28. Post-balance sheet events
On 22 January 2013 the Group initiated the new banking facility agreed to expand its banking 
facilities to $15 million with Sun Trust Bank.
The new facilities are for a term of five years to January 2018 and comprise an $8 million term 
loan together with a $7 million revolver. The revolver is undrawn and is available to fund any 
future acquisitions as well as general corporate purposes.
75
    Annual Report 2012 We have audited the parent company financial 
statements of TLA Worldwide plc for the year ended 
31 December 2012, which comprise Parent Company 
Balance Sheet and the related notes 1 to 10.  
The financial reporting framework that has been 
applied in their preparation is applicable law and 
United Kingdom Accounting Standards (United 
Kingdom Generally Accepted Accounting Practice). 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might 
state to the Company’s members those matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent permitted by law, we do not accept or 
assume responsibility to anyone other than the Company and the Company’s members as a 
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors are respon-
sible for the preparation of the parent company financial statements and for being satisfied 
that they give a true and fair view. Our responsibility is to audit and express an opinion on 
the parent company financial statements in accordance with applicable law and International 
Independent  
auditor’s report  
to the members of  
TLA Worldwide plc
76
TLA Worldwide PLC     Standards on Auditing (UK and Ireland). Those standards require us to comply with the Audit-
ing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial 
statements sufficient to give reasonable assurance that the financial statements are free from 
material misstatement, whether caused by fraud or error. This includes an assessment of: 
whether the accounting policies are appropriate to the parent company’s circumstances and 
have been consistently applied and adequately disclosed; the reasonableness of significant 
accounting estimates made by the directors; and the overall presentation of the financial 
statements. In addition, we read all the financial and non-financial information in the annual 
report to identify material inconsistencies with the audited financial statements. If we become 
aware of any apparent material misstatements or inconsistencies we consider the implications 
for our report.
Opinion on financial statements
In our opinion the parent company financial statements:
 w give a true and fair view of the state of the Company’s affairs as at 31 December 2012;
 w have been properly prepared in accordance with United Kingdom Generally Accepted 
Accounting Practice; and
 w have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the  
Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for  
which the financial statements are prepared is consistent with the parent company financial 
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 
requires us to report to you if, in our opinion:
 w adequate accounting records have not been kept by the parent company, or returns 
adequate for our audit have not been received from branches not visited by us; or
 w the parent company financial statements are not in agreement with the accounting records 
and returns; or
 w certain disclosures of directors’ remuneration specified by law are not made; or
 w we have not received all the information and explanations we require for our audit.
Other matters
We have reported separately on the group financial statements of TLA Worldwide plc for the 
year ended 31 December 2012. 
Ian Smith 
Senior Statutory Auditor
21 April 2013
For and on behalf of Deloitte LLP 
Chartered Accountants and Statutory Auditor 
Gatwick
77
    Annual Report 2012 Company  
balance sheet
31 December 2012
Note
31 December 2012  
($000)
31 December 2011  
($000)
fixed assets
Investments 2 16,553 15,977
Loan to subsidiary undertakings 20,932 10,866
37,485 26,843
current assets
Debtors: amounts falling due within one year 3 110 341
Cash at bank and in hand 223 1,561
333 1,902
Creditors: amounts falling due within one year 4 (260) (1,348)
Net current assets 73 554
Total assets less current liabilities 37,558 27,397
Net assets 37,558 27,397
capital and reserves
Called-up Share Capital 5 2,741 1,985
Share Premium account 6 23,396 16,262
Shares to be issued 6 12,177 10,866
Profit and loss account 6 (1,739) (1,716)
Foreign currency reserve 983
Shareholders’ funds 37,558 27,397
The financial statements of TLA Worldwide PLC, registered company number 7741649, were 
approved by the Board of Directors and authorised for issue on 21 April 2013. They are signed 
on its behalf by Michael Principe (Chief Executive), 21 April 2013.
78
TLA Worldwide PLC     1. Accounting policies
basis of preparation
These financial statements have been prepared in accordance with applicable United Kingdom 
accounting standards and have been prepared under the historical costs conventions and 
compliance with UK Generally Accepted Accounting Standards.
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to 
present its own profit and loss account for the year. The Company’s profit and loss account  
was approved by the Board on 21 April 2012. The Company reported a loss for the year ended 
31 December 2012 of $23,000.
The principal accounting policies of the Company are set out below. 
investments
Fixed asset investments are shown at cost, less provision for impairment.
classification of financial instruments issued by the company
Financial instruments issued by the Company are treated as equity (i.e. forming part of 
shareholders’ funds) only to the extent that they meet the following two conditions:
 w They include no contractual obligations upon the Company to deliver cash or other financial 
assets or exchange financial assets or financial liabilities with another party under condi-
tions that are potentially unfavourable to the Company; and
 w Where the instrument will or may be settled in the Company’s equity instruments, it is 
either a non-derivative that includes no obligation to deliver a variable number of the 
Company’s own equity instruments or is a derivative that will be settled by the Company 
exchanging a fixed amount of cash or other financial assets for a fixed number of its own 
equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial 
liability. The instruments for call-up share capital and share premium account excludes 
amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of finance 
expenses. Finance payments associated with financial instruments that are classified in equity 
are dividends and are recorded directly in equity.
Notes to the  
parent company  
financial statements
79
    Annual Report 2012 taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in 
the profit and loss account except to the extent that it relates to items recognised directly in 
equity in which case it is recognised in equity.
Current tax is the expected on all tax payable on the taxable income for the year, using tax 
rates enacted or subsequently enacted at the balance sheet date, and any adjustment to tax 
payable in respect of the previous year.
Deferred tax is recognised on all timing difference where the transactions or events that give 
the Company an obligation to pay more tax in the future, or a right to pay less in the future, 
have occurred by the balance sheet date. Deferred tax assets are recognised when it is more 
likely than not that they will be recovered. Deferred tax is measured using rates of tax that 
have been enacted or subsequently enacted by the balance sheet date.
foreign currency
Transactions in foreign currencies are recorded at the rate of exchange at the date of the trans-
action or, if hedged, at the forward contract rate. Monetary assets and liabilities denominated 
in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing 
at that date or, if appropriate, at the forward contract rate.
2. Fixed assets investments
At 31 December 2012 the Company held, either directly or indirectly, 20% or more of the 
allotted share capital of the following companies:
The Company indirectly owns 70% of TLA NY. The balance is held by the vendors of PEG, who 
can exchange their holding into shares in the Company as set out in note 13 of the consoli-
dated financial statements. The shares carry no right to dividends and the Company has the 
right to call them in certain circumstances for its shares.
($000)
cost and carrying value
On incorporation –
Additions 15,977
At 31 December 2011 15,977
Additions 576
At 31 December 2012 16,553
Class of share By parent By group Nature of business
TLA Acquisitions Limited Ordinary 100% 100% Intermediate holding company
The Legacy Agency Inc. Ordinary 100% 100%
Undertakes the business of athlete 
management and sports marketing
TLA Acquisitions (number two) 
Limited
Ordinary 100% 100% Intermediate holding company
TLA Americas Inc. Ordinary 100% 100% Intermediate holding company
The Legacy Agency (NY) Inc. Ordinary 70% 70%
Undertakes the business of athlete 
management 
80
TLA Worldwide PLC     3. Debtors
5. Called-up share capital
4. Creditors Amounts falling due within one year
2012 ($000) 2011 ($000)
amounts falling due within one year
Other debtors 80 280
Prepayments 30 61
Total 110 341
2012 ($000) 2011 ($000)
Trade creditors 109 1,291
Accruals and deferred income 151 57
Total 260 1,348
Nominal value (£) Nominal value ($) Number
On incorporation on 16 August 2011: Ordinary 
Shares of £1 each
60,000 93,246 60,000
Subdivided into Ordinary Shares of 2p each – – 2,940,000
Issued on 2 December 2011 at par 1,070 1,663 53,500
Issued on 2 December 2011 at 25.296p per share 20,545 31,929 1,027,255
Issued on 8 December 2011 at 20p per share 1,195,605 1,858,090 59,780,235
Balance at 31 December 2011 1,277,220 1,984,928 63,860,990
Issued on 11 November 2012 at 23p per share 220,573 350,710 11,028,634
Issued on 28 December 2012 at 20p per share 251,865 405,503 12,593,253
Balance at 31 December 2012 1,749,658 2,741,141 87,482,877
81
    Annual Report 2012 6. Reserves and reconciliation of shareholders’ funds
The share premium arises from capital raised through the issue of Ordinary Shares to the 
extent that the nominal value is exceeded by the proceeds of the issue.
7. Related parties
The Company is exempt from the requirement to FRS 8 to disclose transactions with other 100 
per cent members of the TLA Worldwide plc group of companies.
Transactions with other related parties are disclosed in note 25 to the consolidated financial 
statements.
8. Financial risk management objectives and policies
Details of the Group policies are set out in note 27 to the consolidated financial statements.
9. Auditor’s remuneration
Details of remuneration paid to the auditors by the Group are shown in note 5 of the consoli-
dated financial statements. 
10. Directors and employees
The average monthly number of employees was:
2012 (number) 2011 (number)
Management 1 1
Share 
capital 
($000)
Share 
premium 
($000)
Shares to  
be issued 
($000)
Foreign 
currency 
reserve 
($000)
Retained 
earnings 
($000)
Total 
($000)
Balance at 16 August 2011 – – – – – –
Total comprehensive income for period – – – – (1,716) (1,716)
Equity issued during the period 1,985 17,095 – – – 19,080
Equity costs charged during the period – (833) – – – (833)
Deferred consideration to be settled in equity – – 10,866 – – 10,966
Balance at 31 December 2011 as previously stated 1,985 16,262 10,866 – (1,716) 27,397
Total comprehensive income for period – – – 983 (23) 960
Equity issued during the period 756 7,332 – – – 8,088
Equity costs charged during the period – (198) – – – (198)
Deferred consideration to be settled in equity – – 1,311 – – 1,311
Balance at 31 December 2012 2,741 23,396 12,177 983 (1,739) 37,558
82
TLA Worldwide PLC     Their aggregate remuneration comprised:
All directors of the Group are remunerated by TLA Inc. See note 6 of the Group accounts for 
amounts paid to key personnel.
2012 ($000) 2011 ($000)
Wages and salaries 166 11
Social security costs 21 1
Total 187 12
83
    Annual Report 2012 End 
notes  1. Adjusted EBITDA is defined as operating profit adjusted to add back depreciation,  
amortisation of acquired intangible assets and any other acquisition related charges,  
share based payment charges and exceptional items. A further description is provided in 
the Finance Review.
 2. Unaudited pro forma financial information for the year ended 31 December 2011 is based 
on unaudited management accounts of both Legacy and Agency for the period to 1 January 
2011 and to 7 December 2011, aggregated with trading results of the Group for the period  
8 December 2011 to 31 December 2011. The aggregated financial information is then 
adjusted for members earnings, certain exceptional costs and an estimate of central costs 
as further described in the Finance Review.
 3. All data sourced from PWC’s report Outlook for global sports market, published in  
December 2011.
 4. Adjusted EBITDA is defined as operating profit adjusted to add back depreciation of 
property, plant and equipment, amortisation of acquired intangible assets and any other 
acquisition related charges, share-based payment charges and exceptional items. Excep-
tional items are those items believed to be exceptional in nature by virtue of their size 
and or incidence, and in the current period comprise costs associated with the acquisition 
and integration of new businesses and associated equity fundraising. There have been no 
share-based payment charges in the period, though the directors believe that such items 
may arise in the future.
 5. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue.
 6. Adjusted profit per share is defined as adjusted profit f or the period divided by the 
weighted average number of Ordinary Shares in issue during the period. Adjusted profit for 
the period is defined as loss for the period adjusted to add back amortisation of acquired 
intangible assets and any other acquisition related charges, share-based payment charges, 
fair value movement on financial derivatives and exceptional items. A further description is 
provided in note 2 to the accounts.
85
    Annual Report 2012 Shareholder 
information
Annual General Meeting 20 June 2012 
Website: www.tlaww-plc.com
Advisers
auditor
Deloitte LLP
Gatwick
nominated advisor and broker
Numis Securities Limited 
The London Stock Exchange Building 
10 Paternoster Square 
London EC4M 7LT 
registrars
Neville Registrars Limited 
Neville House 
18 Laurel Lane 
Halesowen 
West Midlands B63 3DA
lawyers – uk
DAC Beachcroft 
100 Fetter Lane  
London EC4A 1BN
lawyers – us
Herrick, Feinstein LLP 
2 Park Avenue  
New York, NY 10016 
registered office
6th Floor, 105 Victoria Street 
London SW1E 6QT
Registered number: 7741649
Country of incorporation: England
banker – uk
HSBC Bank PLC 
West End Corporate Banking Centre 
2nd Floor, 70 Pall Mall 
London SW1Y 5E
bankers – us
Sun Trust Banks Inc. 
303 Peachtree Street, 32nd Floor 
Atlanta, GA 30308
Design by Design to Communicate 
www.dtcstudio.co.uk
86
TLA Worldwide PLC