ESE ENTERTAINMENT REPORTS THIRD QUARTER 2022 RESULTS
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Record quarterly revenue of $15.93 million, year-over-year increase of 276%
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Gross profit of $3.12 million, year-over-year increase of 595%
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Adjusted EBITDA1 of $74,539 for the nine months ended July 31, 2022
VANCOUVER, BC, Sept 29, 2022 – ESE Entertainment Inc. (“ESE” or the “Company”) (TSXV: ESE) (OTCQX: ENTEF), a gaming and esports company that provides a range of services to leading video game developers and publishers, is pleased to announce that it has filed its unaudited condensed interim consolidated financial statements (the “Financial Statements”) and related management’s discussion and analysis (the “MD&A”) for the three and nine months ended July 31, 2022 (“Q3 2022”) the highlights of which are presented in this news release. The Financial Statements and MD&A are available on www.sedar.com and on the Company’s website.
Q3 2022 Financial Highlights:
- Revenue of $15.93 million for Q3 2022, representing a 276% increase from Q3 2021 revenue of $4.23 million.
- Gross profit of $3.12 million for Q3 2022, representing a 595% increase from Q3 2021 gross profit of $0.45 million.
- Adjusted EBITDA[1] of $74,539 for the nine months ended July 31, 2022, compared to adjusted EBITDA loss of $2,198,599 for the nine months ended July 31, 2021.
- Total assets as at July 31, 2022 of $33.71 million, compared to total assets as at October 31, 2021 of $15.94 million.
“We are excited to share our record Q3 2022 financial performance with shareholders. This was our eighth quarter in a row of record growth. Traditionally, summer is one of the slowest periods of the year for gaming. ESE was still able to achieve another record quarter and continue its operational momentum. One important note is that our net loss for the quarter was mainly attributed to acquisition costs, which are reflected by the share-based payments line item in the income statement. When stepping back to analyze performance, we are pleased to show positive adjusted EBITDA for the nine months ended July 31, 2022. Our fiscal Q3 execution has positioned us for continued success into fiscal Q4. As we continue to unlock synergies and scale our technology, we are in a position to go after large-scale customer contracts. We are excited to continue updating current and future shareholders with new developments at ESE as we finish strong in fiscal Q4.” stated Konrad Wasiela, CEO of ESE.
Q3 2022 Operational Highlights:
- Between May 1, 2022 and July 20, 2022, ESE signed 24 new business deals.
- In June 2022, ESE entered into a memorandum of agreement (the “MOA”) with Dome Productions (“Dome”), a leading media production company jointly owned by Bell Media (NYSE: BCE) and Rogers Media (NYSE: RCI).
- On June 16 to 18, 2022, ESE exhibited its Digital Motorsports brand at the Crescent Street Grand, during the Formula 1 Canadian Grand Prix.
- In June 2022, ESE’s common shares began trading on the OTCQX Best Market under the ticker symbol “ENTEF”. Trading on OTCQX is expected to enhance the visibility and accessibility of the Company to U.S. investors. ESE’s common shares will continue to trade on the TSX Venture Exchange under the symbol “ESE”.
- In May 2022, ESE signed a partnership agreement with ARAM, a European esports event production company. ARAM produced the Intel Extreme Masters Katowice and ESL ONE, and designed and built the Brawl Stars 2021 arena for PGL. ARAM has been involved in the production of Rainbow Six in the US, Fortnite, PUBG, and many other gaming titles.
- In May 2022, ESE announced that it will produce the Tom Clancy’s Rainbow Six® Siege league in Europe which will be hosted by Ubisoft Entertainment SA (PA: UBI) and will include teams from Poland, the Czech Republic, Slovakia, and Hungary.
The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the periods referenced therein:
| Three months ended July 31, 2022 | Three months ended July 31, 2021 | Nine months ended July 31, 2022 | Nine months ended July 31, 2021 | |
| (In Canadian dollars) | $
(unaudited) |
$
(unaudited) |
$
(unaudited) |
$
(unaudited) |
| Net loss | (9,485,845) | (1,255,843) | (13,206,035) | (6,230,559) |
| Provision for income taxes | 475,537 | 3,142 | 803,312 | 3,877 |
| Depreciation | 140,955 | 15,324 | 321,925 | 20,505 |
| Commissions | 49,792 | 25,647 | 126,612 | 30,351 |
| Finder’s fees and stamp duty for acquisitions | – | – | 1,007,215 | 1,000,498 |
| Share-based payments | 8,468,466 | 514,679 | 10,623,885 | 2,773,154 |
| Interest | 90,050 | – | 145,300 | – |
| Impairment of K1CK assets | – | – | – | 207,500 |
| Accretion | 71,895 | – | 104,900 | – |
| Loss on derivative liability | 230,655 | – | 230,655 | |
| Foreign exchange (gain) loss | (56,379) | 17,977 | (83,230) | -3,925 |
| Adjusted EBITDA | (14,874) | (679,074) | 74,539 | (2,198,599) |
1 Adjusted EBITDA is a non-IFRS measure. Refer to “Non-IFRS Measures” at the end of this press release.
The financial and operating results discussed in this news release are based on the Financial Statements and MD&A, which were released on September 29, 2022. It is only in the context of the fulsome information and disclosures contained in the Financial Statements and MD&A that an investor can properly analyze this information. The Financial Statements and MD&A will be published under the Company’s profile on SEDAR at www.sedar.com.
All amounts are in Canadian dollars.
ESE Entertainment Inc.
Konrad Wasiela
Chief Executive Officer and Director
About ESE Entertainment Inc.
ESE is a global technology company focused on gaming and esports. The Company provides a range of services to leading video game developers, publishers, and brands by providing technology, infrastructure, and fan engagement services internationally. ESE also operates its own ecommerce channels, esports teams, and gaming leagues. In addition to the Company’s organic growth opportunities, the Company is considering selective acquisitions that align with its objective of becoming a dominant global player in esports technology and infrastructure. | www.esegaming.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that ESE anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, statements with respect to: the Company’s fiscal Q3 execution positioning it for continued success into fiscal Q4; the Company continuing to unlock synergies and scale its technology; the Company being in a position to go after large-scale customer contracts; the Company updating current and future shareholders with new developments; the Company finishing strong in fiscal Q4; expectations respecting the effect of trading on the OTCQX; and the Company producing the Tom Clancy’s Rainbow Six® Siege league in Europe and the description of same. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of ESE to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to ESE, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of ESE should be considered highly speculative.
This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI“) about ESE’s prospective results of operations and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about ESE’s future business operations. ESE disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.
NON-IFRS MEASURES
This press release includes references to adjusted EBITDA. Adjusted EBITDA is a non-IFRS financial measure and is defined by the Company as net income or loss before income taxes, depreciation, commissions, finder’s fees and stamp duty for acquisitions, share-based payments, interest, impairment of assets, accretion, and foreign exchange gain or loss. We believe that adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company’s ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations and service its financial obligations.
This non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Our method of calculating such a financial measure may differ from the methods used by other issuers and, accordingly, our definition of this non-IFRS financial measure may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of our performance or to cash flows from operating activities as measures of liquidity and cash flows.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE ESE Entertainment Inc.
For further information about ESE, please contact:
Daniel Mogil
investors@esegaming.com
+1 (437) 826-4012
ESE ENTERTAINMENT INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
| July 31, 2022
(unaudited) |
October 31, 2021
(audited) |
|||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ 3,666,325 | $ 4,825,072 | ||||
| Receivables (Note 8) | 5,922,247 | 844,148 | ||||
| Prepaid expense and deposits | 525,475 | 448,616 | ||||
| Inventory | 771,198 | 406,549 | ||||
| 10,885,245 | 6,524,385 | |||||
| Property and equipment (Note 9) | 2,525,472 | 346,995 | ||||
| Other assets | 52,270 | – | ||||
| Deposit (Note 10) | 277,347 | 311,219 | ||||
| Unallocated purchase price (Notes 5, 6 and 7) | 19,972,302 | 8,761,762 | ||||
| Total assets | $ 33,712,636 | $ 15,944,361 | ||||
| LIABILITIES | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities (Notes 11 and 18) | $ 3,578,106 | $ 1,000,785 | ||||
| Current portion of lease liabilities (Note 12) | 378,565 | 71,574 | ||||
| Frenzy and GameAddik acquisition payment commitment (Notes 6 and 7) | 6,096,817 | – | ||||
| Income taxes payable | 819,141 | – | ||||
| Credit facility (Note 13) | 297,184 | – | ||||
| Current portion of derivative liability – Frenzy Earn-Out Shares (Note 6) | 929,643 | – | ||||
| Deferred revenue (Note 19) | 207,209 | 234,390 | ||||
| 12,306,665 | 1,306,749 | |||||
| Derivative liability – Frenzy Earn-Out Shares (Note 6) | 226,488 | – | ||||
| Loans (Note 13) | 757,571 | – | ||||
| Convertible notes (Note 14) | 2,733,092 | – | ||||
| Lease liabilities (Note 12) | 923,297 | 126,551 | ||||
| 16,947,113 | 1,433,300 | |||||
| EQUITY | ||||||
| Share capital (Note 15) | 41,327,983 | 28,707,147 | ||||
| Share subscriptions received | 17,892 | 1,050 | ||||
| Commitment to issue shares (Notes 5, 6 and 15) | 5,074,257 | 4,755,754 | ||||
| Contributed surplus | 4,946,012 | 2,388,107 | ||||
| Accumulated other comprehensive loss | (160,718) | (107,129) | ||||
| Deficit | (34,293,167) | (21,202,268) | ||||
| Equity attributable to shareholders | 16,912,259 | 14,542,661 | ||||
| Non-controlling interest | (146,736) | (31,600) | ||||
| Total equity | 16,765,523 | 14,511,061 | ||||
| Total liabilities and equity | $ 33,712,636 | $ 15,944,361 | ||||
ESE ENTERTAINMENT INC.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the three and nine months ended July 31, 2022 and 2021
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
| For the three months ended
July 31, |
For the nine months ended
July 31, |
||||
| 2022 | 2021 | 2022 | 2021 | ||
| Revenue | $ 15,934,352 | $ 4,234,984 | $ 38,962,722 | $ 5,143,783 | |
| Cost of sales | 12,815,884 | 3,786,479 | 30,607,634 | 4,368,491 | |
| Gross profit | 3,118,468 | 448,505 | 8,355,088 | 775,292 | |
| Expenses | |||||
| Advertising and event planning | 541,026 | 143,575 | 1,558,659 | 450,628 | |
| Depreciation (Note 9) | 140,955 | 15,324 | 321,925 | 20,505 | |
| Bank charges | 11,107 | 6,210 | 30,105 | 22,522 | |
| Consulting fees (Note 18) | 592,021 | 462,460 | 1,225,400 | 1,447,338 | |
| Commissions | 49,792 | 25,647 | 126,612 | 30,351 | |
| Finder’s fees paid for acquisitions (Note 4, 5, 6 and 7) | – | – | 1,007,215 | 1,000,498 | |
| Office and miscellaneous | 807,285 | 40,750 | 1,948,878 | 109,308 | |
| Professional fees (Note 18) | 65,760 | 286,095 | 740,476 | 546,931 | |
| Rent | (16,591) | 14,454 | 79,570 | 20,241 | |
| Share-based payments (Notes 15 and 18) | 8,468,466 | 514,679 | 10,623,885 | 2,773,154 | |
| Transfer agent and filing fees | 19,853 | 59,982 | 110,422 | 133,295 | |
| Travel and conferences | 122,695 | 12,752 | 224,607 | 25,490 | |
| Investor relations | 12,000 | – | 42,613 | – | |
| Wages and benefits | 929,098 | 108,004 | 2,116,636 | 233,057 | |
| Website hosting and development | 50,431 | 184 | 192,478 | 8,072 | |
| 11,793,898 | 1,690,116 | 20,349,481 | 6,821,390 | ||
| Loss before other items | (8,675,430) | (1,241,611) | (11,994,393) | (6,046,098) | |
| Other items: | |||||
| Other (expense) income | 1,343 | 6,887 | (10,705) | 22,991 | |
| Interest expense | (90,050) | – | (145,300) | – | |
| Accretion expense (Note 14) | (71,895) | – | (104,900) | – | |
| Impairment of K1CK assets (Note 20) | – | – | – | (207,500) | |
| Loss on derivative liability (Note 6) | (230,655) | – | (230,655) | – | |
| Foreign exchange gain (loss) | 56,379 | (17,977) | 83,230 | 3,925 | |
| (334,878) | (11,090) | (408,330) | (180,584) | ||
| Net loss for the period before taxes | (9,010,308) | (1,252,701) | (12,402,723) | (6,226,682) | |
| Provision for income taxes | (475,537) | (3,142) | (803,312) | (3,877) | |
| Net loss for the period | (9,485,845) | (1,255,843) | (13,206,035) | (6,230,559) | |
| Other comprehensive loss | |||||
| Loss on translation of foreign operations | (148,954) | (2,767) | (53,589) | (15,676) | |
| Total comprehensive loss for the period | $ (9,634,799) | $ (1,258,610) | $ (13,259,624) | $ (6,246,235) | |
| Net income (loss) attributable to: | |||||
| Shareholders of the Company | (9,317,008) | (1,242,011) | (13,090,899) | (6,583,161) | |
| Non-controlling interests | (168,837) | (13,832) | (115,136) | 352,602 | |
| Net loss for the period | (9,485,845) | (1,255,843) | (13,206,035) | (6,230,559) | |
| Total comprehensive income (loss) attributable to: | |||||
| Shareholders of the Company | (9,465,962) | (1,244,778) | (13,144,488) | (6,598,837) | |
| Non-controlling interests | (168,837) | (13,832) | (115,136) | 352,602 | |
| Total comprehensive loss for the period | (9,634,799) | (1,258,610) | (13,259,624) | (6,246,235) | |
| Basic and diluted loss per common share | $ (0.13) | $ (0.02) | $ (0.20) | $ (0.15) | |
| Weighted average number of common shares outstanding | 71,119,403 | 51,881,454 | 67,649,963 | 43,865,259 | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
[1] Adjusted EBITDA is a non-IFRS measure. Refer to “Non-IFRS Measures” at the end of this press release.
