Esports Entertainment Group, Inc. (GMBL) SEC Filing 10-Q Quarterly Report for the period ending Thursday, March 31, 2022

Esports Entertainment Group, Inc.

CIK: 1451448 Ticker: GMBL


Exhibit 99.1




Esports Entertainment Group Reports
Fiscal 2022 Second Quarter Revenue of $14.5 Million


Sets Revised Fiscal 2022 Revenue Guidance Range of $70 to $75 Million


Hoboken, New Jersey – February 22, 2022 –

Esports Entertainment Group, Inc. (Nasdaq: GMBL, GMBLW, GMBLP) (or the “Company”) today announced financial results for its fiscal 2022 second quarter ended December 31, 2021.


Fiscal Second Quarter 2022 Financial Results


    Net revenue of $14.5 million, up $12.2 million compared to 2Q21, and a 11.4% decrease compared to net revenue of $16.4 million in 1Q22
  Gross profit of $8.0 million, up $7.2 million compared to 2Q21, and an 19.5% decrease compared to $10.0 million in 1Q22
  Gross margin of 55.2% compared to 60.7% in 1Q22
  GAAP net loss to common shareholders of $34.5 million, or $1.53 per share, compared to net loss of $7.3 million, or $0.57 per share in 2Q21, and net loss of $0.6 million, or $0.03 per share, in 1Q22
  Non-GAAP adjusted EBITDA loss* of ($6.8 million), compared to an adjusted EBITDA loss of ($3.8 million) in 2Q21 and adjusted EBITDA of ($4.3 million) in 1Q22
  As of December 31, 2021, the Company had total cash and cash equivalents of $1.0 million


* Reconciliation on non-GAAP financial measures provided in the tables of this press release.


Fiscal Second Quarter 2022 and Recent Operational Highlights


    The Company, in late January 2022, received its transactional waiver from the New Jersey Division of Gaming Enforcement and in early February fully launched its platform, representing the first opportunity to wager on esports events in the United States.
  The Company announced the debut of OMEGA, a revolutionary new, turnkey B2B solution under the ggCircuit brand that enables businesses such as movie theaters, shopping malls and family entertainment centers to offer esports and other gaming options using an arcade model to deliver a guided, end-to-end user experience.
  The Company successfully completed the migration of its and iGaming sites to its proprietary Idefix platform.
  Simplicty Esports & Gaming Company agreed to install the ALPHA software solution (offered under the ggCircuit brand) at four of its locations.
  The Company announced that it had renewed its partnership with the player-popular Take-Two Interactive NBA 2K League in January 2022.
  Stuart Tilly was named the Company’s COO in January 2022 after serving as the Company’s Chief Legal Officer since 2020. From 2016 to 2020, he was CEO of Argyll Entertainment, a business acquired by the Company in 2020.




Management Commentary


“Our fiscal second quarter results reflect a variety of challenges largely outside of our control, which together drove our first quarter over quarter revenue decline in more than a year,” said Grant Johnson, CEO of Esports Entertainment Group. “First, a significant change in the Netherlands regulatory environment led us to make the strategic decision to exit the country’s iGaming and online sports betting market at the start of the quarter. Second, our online sportsbook business in Europe experienced historically low hold which, while in-line with the broader European and U.S. market, resulted in a material decline in sportsbook revenue. Third, the ongoing issues with the global pandemic and rise of the Omicron variant during the latter part of the quarter impacted our esports business, including the delay of our LANDuel launch and the opening of our Helix esports center in California. This also drove the cancellation or postponement of many in-person, publisher-sponsored esports events. Collectively, these events significantly impacted our fiscal second quarter performance, resulting in our decision to reset our full-year revenue expectation to a range of $70 to $75 million.


“Despite these challenges and the collective impact they are having on our business, we remain extremely bullish about the year ahead and in our ability to reach annualized revenue of $100 million from our current portfolio of offerings. Our optimism reflects the recent receipt of our transactional waiver in New Jersey and the full-scale launch of, which makes us the first and only company to accept real money esports wagers in the U.S. We are also very bullish on the debut of LANDuel at the Hard Rock in Atlantic City on March 18-20 and believe this unique peer-to-peer wagering platform will expose Esports Entertainment Group to a significant and untapped market across many U.S. jurisdictions. In addition, we have seen considerable interest for our OMEGA esports gaming platform since it debuted in the quarter and are confident it will soon become a more important contributor to our top line results. Finally, we experienced record results and strong momentum in recent weeks, including a record month in January, as this business continues to grow and our market position expands.


“Looking ahead, I believe our future is exceedingly bright as our newest products and the underlying strength of our European-based iGaming and online sports betting business position us well to benefit from the organic growth potential inherent in our two targeted entertainment verticals, iGaming and esports. We are confident in our ability realize the tremendous growth potential of our business while achieving the operating leverage inherent in our portfolio of unique and powerful brands over the near- and long-term, as we move deeper into a post-pandemic recovery and fully integrate our tech stack and acquired assets.”


Fiscal 2022 Financial Outlook


The Company expects year over year net revenue growth to be in a range of 317% to 347%, resulting in net revenue of $70 to $75 million in fiscal 2022. The updated guidance range contemplates growth driven primarily by the platform-building and strategic diversification acquisitions completed in calendar 2021.


Conference Call


Esports Entertainment Group will host a conference call and webcast today, Tuesday, February 22, at 5:00 p.m. ET to answer questions about the Company’s operational and financial highlights for its fiscal 2022 second quarter as well as other recent developments.


Date:   Tuesday, February 22, 2022
Time:   5:00 p.m. Eastern Time
Live Call:   +1-800-437-2398 (U.S. Toll-Free) or +1-323-347-3294 (International)
Webcast:   []


For interested individuals unable to join the conference call, a dial-in replay of the call will be available until March 8, 2022 and can be accessed by dialing +1-844-512-2921 (U.S. Toll Free) or +1-412-317-6671 (International) and entering replay pin number: 6766518.




About Esports Entertainment Group


Esports Entertainment Group is a full stack esports and online gambling company fueled by the growth of video-gaming and the ascendance of esports with new generations. Our mission is to help connect the world at large with the future of sports entertainment in unique and enriching ways that bring fans and gamers together. Esports Entertainment Group and its affiliates are well-poised to help fans and players to stay connected and involved with their favorite esports. From traditional sports partnerships with professional NFL/NHL/NBA/FIFA teams, community-focused tournaments in a wide range of esports, and boots-on-the-ground LAN cafes, EEG has influence over the full-spectrum of esports and gaming at all levels. The Company maintains offices in New Jersey, the UK and Malta. For more information visit




The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.



Investor Relations


Joseph Jaffoni, James Leahy, Norberto Aja



Media Inquiries


Investor Relations Inquiries




Esports Entertainment Group, Inc.

Condensed Consolidated Balance Sheets



   December 31, 2021   June 30, 2021 
Current assets          
Cash  $1,040,051   $19,917,196 
Restricted cash   2,412,617    3,443,172 
Accounts receivable, net   846,778    136,681 
Receivables reserved for users   4,487,864    2,290,105 
Other receivables   935,091    658,745 
Prepaid expenses and other current assets   2,319,806    3,264,344 
Total current assets   12,042,207    29,710,243 
Equipment, net   790,646    726,942 
Operating lease right-of-use asset   1,781,863    1,272,920 
Intangible assets, net   55,371,633    45,772,555 
Goodwill   51,977,281    40,937,370 
Other non-current assets   2,264,291    1,315,009 
TOTAL ASSETS  $124,227,921   $119,735,039 
Current liabilities          
Accounts payable and accrued expenses  $13,432,974   $8,458,689 
Liabilities to customers   6,396,470    3,057,942 
Deferred revenue   666,811    22,110 
Senior convertible note   36,838,040    - 
Current portion of notes payable and other long-term debt   232,550    223,217 
Operating lease liability – current   649,961    414,215 
Contingent consideration – current   2,850,034    - 
Total current liabilities   61,066,840    12,176,173 
Senior convertible note, net of unamortized discount   -    6,302,504 
Notes payable and other long-term debt   111,196    221,300 
Warrant liability   3,039,478    23,500,000 
Deferred income taxes   -    1,870,861 
Operating lease liability - non-current   1,219,605    878,809 
Contingent consideration - non-current   1,148,000    - 
Total liabilities   66,585,119    44,949,647 
Commitments and contingencies (Note 13)          
Mezzanine equity:          
10% Series A cumulative redeemable convertible preferred stock, $0.001 par value, 1,725,000 authorized, 835,950 shares issued and outstanding, aggregate liquidation preference $9,195,450 at December 31, 2021   7,634,407    - 
Stockholders’ equity          
Preferred stock $0.001 par value; 10,000,000 shares authorized   -    - 
Common stock $0.001 par value; 500,000,000 shares authorized, 24,070,326 and 21,896,145 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively   24,070    21,896 
Additional paid-in capital   134,665,366    122,341,002 
Accumulated deficit   (81,795,346)   (46,908,336)
Accumulated other comprehensive loss   (2,885,695)   (669,170)
Total stockholders’ equity  $50,008,395    74,785,392 





Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Operations



   Three Months Ended December 31,   Six Months Ended December 31, 
   2021   2020   2021   2020 
Net revenue   $14,531,047   $2,362,193   $30,939,338   $2,584,585 
Operating costs and expenses:                     
Cost of revenue    6,515,140    1,333,678    12,966,432    1,753,753 
Sales and marketing    6,871,546    1,888,372    14,258,009    2,492,488 
General and administrative    13,171,186    4,909,431    24,346,322    7,965,239 
Total operating expenses    26,557,872    8,131,481    51,570,763    12,211,480 
Operating loss    12,026,825    5,769,288    20,631,425    9,626,895 
Other income (expense):                     
Interest expense    (2,412,716)   -    (4,757,912)   - 
Loss on conversion of senior convertible note   (5,999,662)   -    (5,999,662)   - 
Loss on extinguishment of senior convertible note   (28,478,804)   -    (28,478,804)     
Change in fair value of derivative liability   (1,482,621)   -    (1,482,621)     
Change in fair value of warrant liability    8,651,922    (1,472,564)   20,460,522    628,389 
Change in fair value of contingent consideration    1,851,446    -    1,851,446    - 
Other non-operating income (loss)    58,770    (48,185)   (1,352,415)   (100,024)
Total other income (expense), net    (27,811,665)   (1,520,749)   (19,759,446)   528,365 
Loss before income taxes   39,838,490    7,290,037    40,390,871    9,098,530 
Income tax benefit (expense)    5,503,861    -    5,503,861    - 
Net loss   $34,334,629   $7,290,037   $34,887,010   $9,098,530 
Dividend on 10% Series A cumulative redeemable convertible preferred stock    (100,314)   -    (100,314)   - 
Accretion of 10% Series A cumulative redeemable convertible preferred stock to redemption value    (35,073)   -    (35,073)   - 
Net loss attributable to common stockholders   $34,470,016   $7,290,037   $35,022,397   $9,098,530 
Net loss per common share:                     
Basic and diluted loss per common share   $(1.53)  $(0.57)  $(1.57)  $(0.73)
Weighted average number of common shares outstanding, basic and diluted    22,538,341    12,877,159    22,246,616    12,518,507 





Adjusted EBITDA


The table below presents our Adjusted EBITDA reconciled to our net loss, the closest U.S. GAAP measure, for the periods indicated:


   Three Months Ended December 31,   Six Months Ended December 31, 
   2021   2020   2021   2020 
Net income (loss)  $(34,334,629)  $(7,290,037)  $(34,887,010)  $(9,098,530)
Adjusted for:                    
Interest expense   2,412,716    -    4,757,912    - 
Income tax benefit   (5,503,861)   -    (5,503,861)   - 
Depreciation and amortization   3,340,114    537,762    6,682,466    804,210 
Shared based compensation
   1,729,401    1,303,919    2,611,773    2,311,591 
Transaction related expenses   192,482    95,539    255,482    95,539 
Other non-operating cost   (58,770)   48,185    1,352,415    100,024 
Change in fair value of warrant
   (8,651,922)   1,472,564    (20,460,522)   (628,389)
Loss on conversion of senior
convertible note
   5,999,662    -    5,999,662    - 
Loss on extinguishment of
senior convertible note
   28,478,804    -    28,478,804    - 
Change in fair value of
derivative liability
   1,482,621    -    1,482,621    - 
Change in fair value of
contingent consideration
   (1,851,446)   -    (1,851,446)   - 
Total adjusted EBITDA (loss)  $(6,764,828)  $(3,832,068)  $(11,081,704)  $(6,415,555)



Non-GAAP Financial Measures


To supplement its consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles (GAAP), the Company uses adjusted EBITDA, a non-GAAP financial measure. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses this non-GAAP financial measure for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that it provides useful information about operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measure used by the Company in this press release may be different from the methods used by other companies.


We define and calculate Adjusted EBITDA as net loss before the impact of interest income or expense, income tax expense or benefit, depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, non-core litigation, settlement and related costs, remeasurement of warrant liabilities, and certain other non-recurring, non-cash or non-core items, as described in the reconciliation below.


Adjusted EBITDA excludes certain expenses that are required in accordance with U.S. GAAP because they are non-recurring items (for example, in the case of transaction-related costs), non-cash expenditures (for example, in the case of depreciation, amortization, and stock-based compensation), or are not related to our underlying business performance (for example, in the case of interest income and expense and litigation settlement and related costs).




The following information was filed by Esports Entertainment Group, Inc. (GMBL) on Tuesday, February 22, 2022 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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Inside Esports Entertainment Group, Inc.'s 10-Q Quarterly Report:

Financial Statements, Disclosures and Schedules

Inside this 10-Q Quarterly Report

Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)
Condensed Consolidated Statements Of Cash Flows (Unaudited)
Condensed Consolidated Statements Of Changes In Stockholders' Equity (Unaudited)
Condensed Consolidated Statements Of Comprehensive Loss (Unaudited)
Condensed Consolidated Statements Of Operations (Unaudited)
10% Series A Cumulative Redeemable Convertible Preferred Stock
10% Series A Cumulative Redeemable Convertible Preferred Stock (Details Narrative)
Accounts Payable And Accrued Expenses
Accounts Payable And Accrued Expenses (Tables)
Business Acquisitions
Business Acquisitions (Details Narrative)
Business Acquisitions (Tables)
Commitments And Contingencies
Commitments And Contingencies (Details Narrative)
Equipment (Details Narrative)
Equipment (Tables)
Equity (Details Narrative)
Equity (Tables)
Fair Value Measurements
Fair Value Measurements (Details Narrative)
Fair Value Measurements (Tables)
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Details Narrative)
Goodwill And Intangible Assets (Tables)
Income Taxes
Income Taxes (Details Narrative)
Income Taxes (Tables)
Leases (Details Narrative)
Leases (Tables)
Long-Term Debt
Long-Term Debt (Details Narrative)
Long-Term Debt (Tables)
Nature Of Operations
Other Non-Current Assets
Other Non-Current Assets (Tables)
Other Receivables
Other Receivables (Tables)
Prepaid Expenses And Other Current Assets
Prepaid Expenses And Other Current Assets (Tables)
Related Party Transactions
Related Party Transactions (Details Narrative)
Revenue And Geographic Information
Revenue And Geographic Information (Tables)
Schedule Components Of Long-Term Debt (Details)
Schedule Of Account Payable And Accrued Expenses (Details)
Schedule Of Assets And Liabilities Related To Operating Leases (Details)
Schedule Of Balance Sheet Derivative Instruments (Details)
Schedule Of Disaggregated By Revenue (Details)
Schedule Of Equipment (Details)
Schedule Of Fair Value Of Acquired Intangible Assets (Details)
Schedule Of Fair Value Of Financial Instruments (Details)
Schedule Of Future Amortization Of Intangible Assets (Details)
Schedule Of Goodwill (Details)
Schedule Of Intangible Assets (Details)
Schedule Of Long-Lived Assets By Geography (Details)
Schedule Of Long-Term Debt (Details)
Schedule Of Maturities Of Long-Term Debt (Details)
Schedule Of Maturity Of Operating Lease Liability (Details)
Schedule Of Other Non-Current Assets (Details)
Schedule Of Other Receivables (Details)
Schedule Of Preliminary Purchase Price Allocation Of Acquisition (Details)
Schedule Of Prepaid Expenses And Other Current Assets (Details)
Schedule Of Provision For Income Taxes (Details)
Schedule Of Revenues With Customers Disaggregated By Geographical Area (Details)
Schedule Of Statement Of Operation Derivative Instruments (Details)
Schedule Of Stock Option Activity (Details)
Schedule Of Unaudited Pro Forma Operating Results (Details)
Schedule Of Warrant Activity (Details)
Schedule Of Warrants Outstanding (Details)
Schedule Of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model (Details)
Schedule Of Weighted Average Diluted Common Shares Outstanding (Details)
Schedule Of Weighted Average Remaining Lease Terms And Discount Rates (Details)
Subsequent Events
Subsequent Events (Details Narrative)
Summary Of Significant Accounting Policies
Summary Of Significant Accounting Policies (Details Narrative)
Summary Of Significant Accounting Policies (Policies)
Summary Of Significant Accounting Policies (Tables)
Summary Of The Changes In Level 3 Financial Instruments (Details)
Ticker: GMBL
CIK: 1451448
Form Type: 10-Q Quarterly Report
Accession Number: 0001493152-22-014828
Submitted to the SEC: Mon May 23 2022 5:28:57 PM EST
Accepted by the SEC: Mon May 23 2022
Period: Thursday, March 31, 2022
Industry: Amusement And Recreation Services

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