UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2019
OR
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
|
From the transition period
from to
Commission File Number 001-38819
SUPER LEAGUE GAMING, INC.
(Exact name of small business issuer as specified in its
charter)
Delaware
|
47-1990734
|
(State or other jurisdiction of incorporation or
organization)
|
(IRS Employer Identification No.)
|
2906 Colorado Ave.
Santa Monica, California 90404
(Address of principal executive offices)
(802) 294-2754
(Issuer’s telephone number)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
[X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X ]
|
|
Emerging growth company
|
[X]
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. [
]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
|
Trading Symbol(s)
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Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
SLGG
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NASDAQ Capital Market
|
As of August 9, 2019, there
were 8,569,922 shares of the registrant’s common
stock, $0.0001 par value, issued and outstanding.
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FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL
STATEMENTS
SUPER LEAGUE GAMING, INC.
CONDENSED BALANCE SHEETS
ASSETS
Current
Assets
|
|
|
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(Unaudited)
|
|
Cash
|
$16,180,000
|
$2,774,000
|
Accounts
receivable
|
470,000
|
488,000
|
Prepaid expenses
and other current assets
|
1,238,000
|
487,000
|
Total current
assets
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17,888,000
|
3,749,000
|
|
|
|
Property and
Equipment, net
|
272,000
|
531,000
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Intangible and
other assets, net
|
1,369,000
|
707,000
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Goodwill
|
2,565,000
|
-
|
|
|
|
Total
assets
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$22,094,000
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$4,987,000
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LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
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Current
Liabilities
|
|
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Accounts payable
and accrued expenses
|
$1,120,000
|
$813,000
|
Deferred
revenue
|
65,000
|
45,000
|
Convertible
debt and accrued interest, net
|
-
|
10,923,000
|
|
|
|
Total current
liabilities
|
1,185,000
|
11,781,000
|
|
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Stockholders’
Equity (Deficit)
|
|
|
Preferred stock,
par value $0.001 per share; 10,000,000 shares authorized; no shares
issued or outstanding
|
-
|
-
|
Common stock, par
value $0.001 per share;100,000,000 shares authorized; 8,569,922 and
4,610,109 shares issued and outstanding as of June 30, 2019 and
December 31, 2018, respectively
|
18,000
|
14,000
|
Additional paid-in
capital
|
97,598,000
|
48,325,000
|
Accumulated
deficit
|
(76,707,000)
|
(55,133,000)
|
Total
stockholders’ equity (deficit)
|
20,909,000
|
(6,794,000)
|
|
|
|
Total liabilities
and stockholders’ equity
|
$22,094,000
|
$4,987,000
|
See accompanying notes to condensed financial
statements
SUPER LEAGUE GAMING, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months
Ended June 30,
|
Six Months
Ended June 30,
|
|
|
|
|
|
|
|
|
|
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REVENUES
|
$223,000
|
$358,000
|
$472,000
|
$487,000
|
|
|
|
|
|
COST
OF REVENUES
|
113,000
|
182,000
|
187,000
|
305,000
|
|
|
|
|
|
GROSS
PROFIT
|
110,000
|
176,000
|
285,000
|
182,000
|
|
|
|
|
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OPERATING
EXPENSES
|
|
|
|
|
Selling, marketing
and advertising
|
271,000
|
173,000
|
472,000
|
669,000
|
Technology platform
development
|
682,000
|
558,000
|
1,392,000
|
1,115,000
|
General and
administrative
|
4,662,000
|
3,047,000
|
10,062,000
|
6,137,000
|
Total operating
expenses
|
5,615,000
|
3,778,000
|
11,926,000
|
7,921,000
|
|
|
|
|
|
NET
OPERATING LOSS
|
(5,505,000)
|
(3,602,000)
|
(11,641,000)
|
(7,739,000)
|
|
|
|
|
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OTHER
INCOME (EXPENSE)
|
|
|
|
|
Accrued interest
expense
|
-
|
(363,000)
|
(187,000)
|
(397,000)
|
Accretion of debt
discount
|
-
|
-
|
(2,684,000)
|
-
|
Beneficial
conversion feature
|
-
|
-
|
(7,067,000)
|
-
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Other
|
-
|
2,000
|
5,000
|
2,000
|
Total other income
(expense)
|
-
|
(361,000)
|
(9,933,000)
|
(395,000)
|
|
|
|
|
|
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$(5,505,000)
|
$(3,963,000)
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$(21,574,000)
|
$(8,134,000)
|
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|
|
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Net
loss attributable to common stockholders - basic and
diluted
|
|
|
|
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Basic and diluted
loss per common share
|
$(0.65)
|
$(0.86)
|
$(3.00)
|
$(1.77)
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Weighted-average
number of shares outstanding, basic and diluted
|
8,413,090
|
4,604,104
|
7,199,829
|
4,603,741
|
See accompanying notes to condensed financial
statements
SUPER LEAGUE GAMING, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)
(Unaudited)
|
Three Months Ended June 30
|
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Common stock (Shares)
|
|
|
|
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Balance,
beginning of period
|
8,368,833
|
4,603,000
|
4,610,109
|
4,603,000
|
Initial
public offering of common stock, net of issuance costs (Note
7)
|
-
|
-
|
2,272,727
|
-
|
Automatic
conversion of convertible debt to common stock (Note
6)
|
-
|
-
|
1,475,164
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-
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Common
stock issued for Framerate Acquisition (Notes 5)
|
134,422
|
-
|
134,422
|
-
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Stock-based
compensation
|
-
|
-
|
10,833
|
-
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Warrant
Exercises
|
66,667
|
-
|
66,667
|
-
|
|
-
|
-
|
-
|
-
|
Balance, end of period
|
8,569,922
|
4,603,000
|
8,569,922
|
4,603,000
|
|
|
|
|
|
Common stock (Amount):
|
|
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|
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Balance,
beginning of period
|
$18,000
|
$14,000
|
$14,000
|
$14,000
|
Initial
public offering of common stock, net of issuance costs (Note
7)
|
-
|
-
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2,000
|
-
|
Automatic
conversion of convertible debt to common stock (Note
6)
|
-
|
-
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2,000
|
-
|
Common
stock issued for Framerate Acquisition
|
-
|
-
|
-
|
-
|
Balance, end of period
|
$18,000
|
$14,000
|
$18,000
|
$14,000
|
|
|
|
|
|
Additional paid-in-capital:
|
|
|
|
|
Balance,
beginning of period
|
$94,351,000
|
$39,373,000
|
$48,325,000
|
$38,191,000
|
Initial
public offering of common stock, net of issuance costs (Note
7)
|
-
|
-
|
22,456,000
|
-
|
Automatic
conversion of convertible debt to common stock (Note
6)
|
-
|
-
|
13,791,000
|
-
|
Issuance
of warrants with convertible notes (Note 6)
|
-
|
1,830,000
|
|
2,151,000
|
Beneficial
conversion feature (Note 6)
|
-
|
-
|
7,067,000
|
-
|
Common
stock issued for Framerate Acquisition (Note 5)
|
1,000,000
|
-
|
1,000,000
|
-
|
Framerate Earn-Out (Note 5)
|
454,000
|
-
|
454,000
|
-
|
Stock-based
compensation
|
1,773,000
|
827,000
|
4,485,000
|
1,688,000
|
|
20,000
|
-
|
20,000
|
-
|
Balance,
end of period
|
$97,598,000
|
$42,030,000
|
$97,598,000
|
$42,030,000
|
|
|
|
|
|
Accumulated Deficit:
|
|
|
|
|
Balance,
beginning of period
|
(71,202,000)
|
(38,678,000)
|
(55,133,000)
|
(34,507,000)
|
Net
Loss
|
(5,505,000)
|
(3,963,000)
|
(21,574,000)
|
(8,134,000)
|
Balance,
end of period
|
(76,707,000)
|
(42,641,000)
|
(76,707,000)
|
(42,641,000)
|
Total
stockholders’ equity (deficit)
|
$20,909,000
|
$(597,000)
|
$20,909,000
|
$(597,000)
|
See accompanying notes to condensed financial
statements
SUPER LEAGUE GAMING,
INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Six Months Ended June 30,
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
loss
|
$(21,574,000)
|
$(8,134,000)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
485,000
|
536,000
|
Stock-based
compensation
|
4,529,000
|
1,688,000
|
Amortization
of discount on convertible notes (Note 6)
|
2,684,000
|
298,000
|
Beneficial
conversion feature (Note 6)
|
7,067,000
|
-
|
In-kind
contribution of services
|
-
|
295,000
|
Changes
in assets and liabilities:
|
|
|
Accounts
receivable
|
33,000
|
(289,000)
|
Prepaid
expenses and other current assets
|
(598,000)
|
109,000
|
Accounts
payable and accrued expenses
|
284,000
|
(96,000)
|
Deferred
revenue
|
20,000
|
-
|
Accrued
interest on convertible notes
|
187,000
|
99,000
|
Net cash used in operating activities
|
(6,883,000)
|
(5,494,000)
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
Cash
paid for acquisition of Framerate
|
(1,491,000)
|
-
|
Purchase
of property and equipment
|
(33,000)
|
(135,000)
|
Capitalization
of software development costs
|
(560,000)
|
(80,000)
|
Acquisition
of other intangible assets
|
(105,000)
|
(27,000)
|
Net cash used in investing activities
|
(2,189,000)
|
(242,000)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
Proceeds
from issuance of common stock, net of issuance costs
|
22,458,000
|
-
|
Proceeds
from convertible note payable, net
|
-
|
4,812,000
|
Proceeds
from common stock purchase warrant exercises
|
20,000
|
-
|
Net cash provided by financing activities
|
22,478,000
|
4,812,000
|
|
|
|
INCREASE (DECREASE) IN CASH
|
13,406,000
|
(924,000)
|
Cash –
beginning of
period
|
2,774,000
|
1,709,000
|
Cash – end of period
|
$16,180,000
|
$785,000
|
|
|
|
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES
|
|
|
Automatic conversion of convertible
debt to common stock (Note 6)
|
$13,793,000
|
-
|
Issuance of common stock for
Framerate Acquisition (Note 5)
|
1,000,000
|
-
|
|
|
|
See accompanying notes to condensed financial
statements
Super
League Gaming, Inc. (“Super League,” the
“Company,” “we” or “our”) is a
leading esports community and content platform for gamers,
competitors, fans and friends of all ages and skill levels. Through
our proprietary, cloud-based technology platform, we connect our
network of gamers, venues and brand partners to enable local,
social and competitive esports that can be uniquely broadcast
through our platform. Utilizing our proprietary technology
platform, Super League operates physical and digital experiences in
partnership with publishers of top-tier game titles. Local movie
theaters, PC cafes and restaurant and retail venues are transformed
into esports arenas where players compete, socialize and spectate
while also developing sportsmanship, communication and
team-building skills. Super League's primary programs consist of:
(i) the first and only city-vs-city amateur esports competition;
(ii) monthly tournaments throughout the year playable both online
and from a multitude of physical locations across the U.S.; and
(iii) special events produced in partnership with consumer brands,
entertainment companies and game publishers, all powered by the
Super League platform. In addition, SuperLeagueTV supports all
Super League experiences with live streams of the competitions and
original video-on-demand content on Twitch and
YouTube.
Super
League was incorporated on October 1, 2014 as Nth Games, Inc. under
the laws of the State of Delaware and changed its name to Super
League Gaming, Inc. on June 15, 2015. We are an “emerging
growth company” as defined by the Jumpstart Our Business
Startups Act of 2012, as amended.
Initial Public Offering
On February 27, 2019, Super League completed its initial public
offering (“IPO”) of shares of its common stock,
pursuant to which an aggregate of 2,272,727 shares were offered and
sold at a public offering price of $11.00 per share, resulting in
net proceeds of $22,458,000 after deducting underwriting discounts,
commissions and offering costs of $2,542,000. Concurrent with the
closing of the IPO on February 27, 2019 (the “IPO Closing
Date”), in accordance with the related agreements, all
outstanding principal and interest of the 9.00% convertible notes
outstanding, totaling $13,793,000, was automatically converted into
1,475,164 shares of the Company’s common stock at a
conversion price of $9.35.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Presentation
The
accompanying condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim
financial information and with the instructions to Form 10-Q and
Rule 8-03 of Regulation S-X. Accordingly, certain
information and footnotes required by U.S. GAAP in annual financial
statements have been omitted or condensed in accordance with
quarterly reporting requirements of the Securities and Exchange
Commission (“SEC”). These interim financial statements should be read
in conjunction with our audited financial statements for the year
ended December 31, 2018 included in our Registration Statement on
Form S-1, declared effective by the Securities and Exchange
Commission on February 25, 2019 (File No.
333-229144).
The
condensed interim financial statements of Super League include all
adjustments of a normal recurring nature which, in the opinion of
management, are necessary for a fair statement of Super
League’s financial position as of June 30, 2019, and results
of its operations and its cash flows for the interim periods
presented. The results of operations for the three and
six months ended June 30, 2019 are not necessarily indicative of
the results to be expected for the entire fiscal year.
Use of Estimates
The
preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these
estimates. The Company believes that, of the significant accounting
policies described herein, the accounting policies associated with
revenue recognition, the valuation of convertible notes and related
common stock purchase warrants (hereinafter,
“warrants”) discussed at Note 6, stock-based
compensation expense, accounting for business combinations as
discussed at Note 5, income taxes and valuation allowances against
net deferred tax assets, require its most difficult, subjective or
complex judgments.
Revenue Recognition
Revenue is recognized when the Company transfers promised goods or
services to customers in an amount that reflects the consideration
to which the company expects to be entitled in exchange for those
goods and services. In this regard, revenue is recognized when: (i)
the parties to the contract have approved the contract (in writing,
orally, or in accordance with other customary business practices)
and are committed to perform their respective obligations; (ii) the
entity can identify each party’s rights regarding the goods
or services to be transferred; (iii) the entity can identify the
payment terms for the goods or services to be transferred; (iv) the
contract has commercial substance (that is, the risk, timing, or
amount of the entity’s future cash flows is expected to
change as a result of the contract);and (v) it is probable that the
entity will collect substantially all of the consideration to which
it will be entitled in exchange for the goods or services that will
be transferred to the customer.
Super League generates revenues and related cash flows from (i)
brand and media sponsorships, (ii) Platform-As-A-Service
arrangements, and (iii) direct to consumer offers including
tournament fees for participation in our physical and online
multiplayer gaming experiences, digital subscriptions and
merchandise sales.
Brand and Media Sponsorships. The Company generates brand and media
sponsorship revenues primarily from sales of various forms of
sponsorships and promotional campaigns for its online platforms and
from sponsorship at its in-person esports experiences. Brand and
media sponsorship revenue arrangements may include: exclusive or
non-exclusive title sponsorships, marketing benefits, official
product status exclusivity, product visibly and additional
infrastructure placement, social media rights (including rights to
create and post social content and clips), rights to on-screen
activations and promotions, display material rights, media rights,
hospitality and tickets and merchandising rights. Brand and media
sponsorship arrangements typically include contract terms for time
periods ranging from several weeks to multi-year
arrangements.
For
brand and media sponsorship arrangements that include performance
obligations satisfied over time, customers typically simultaneously
receive and consume the benefits under the agreement as the Company
satisfies its performance obligations, over the applicable contract
term. As such, revenue is recognized over the contract term based
upon estimates of progress toward complete satisfaction of the
contract performance obligations (typically utilizing a time,
effort or delivery-based method of estimation).
Platform-As-A-Service.
The Company generates
Platform-as-a-Service (“PaaS”) revenues pursuant to
arrangements with brand and media partners, retail venues, game
publishers and broadcasters that allow its partners to run amateur
esports experiences, and or capture specifically curated gameplay
content that is tailored for its partners’ distribution
channels, leveraging and powered by the Super League gaming and
content technology platform. Revenue for PaaS arrangements for
one-off branded experiences and/or the development of content
tailored specifically for the Company’s partners’
distribution channels that provide for a contractual delivery or
performance date, is recognized when performance is substantially
complete and or delivery occurs. Revenue for PaaS
arrangements that include performance obligations satisfied
over time whereby customers simultaneously receive and consume the
benefits under the agreement as the Company satisfies its
performance obligations over the applicable contract term, is
recognized over the contract term based upon estimates of progress
toward complete satisfaction of the contract performance
obligations (typically utilizing a time, effort or delivery-based
method of estimation).
Direct to Consumer Revenue. Direct to consumer revenues include tournament
fees, digital subscriptions and merchandise. Direct to consumer
revenues have primarily consisted of the sale of season passes to
gamers for participation in Super League’s in-person and or
online multiplayer gaming experiences. For the applicable periods
presented herein, season passes for gaming experiences were
primarily comprised of multi-week packages and also include
one-time, single experience admissions. For the three and six
months ended June 30, 2019, digital subscription revenues include
revenues related to the Company’s Minehut asset acquisition
in June 2018, which provides various Minecraft server hosting
services on a subscription basis to the Minecraft gaming
community.
Revenue
billed or collected in advance is recorded as deferred revenue
until the event occurs or until applicable performance obligations
are satisfied as described above.
For the
three and six months ended June 30, 2019, 35% and 55% of revenues
were recognized at a point in time, and 65% and 45% of revenues
were recognized over time, respectively. For the three and six
months ended June 30, 2018, 54% and 48% of revenues were recognized
at a point in time, and 46% and 52% of revenues were recognized
over time, respectively.
Advertising
Gaming
experience and Super League brand related advertising costs include
the cost of ad production, social media, print media, marketing,
promotions, and merchandising. The Company expenses advertising
costs as incurred. Advertising expenses for the three and six
months ended June 30, 2019 were $96,000 and $189,000, respectively,
and are included in selling, marketing and advertising expenses in
the condensed statements of operations. Advertising expenses for
the three and six months ended June 30, 2018 were $161,000 and
$199,000, respectively.
Technology Platform Development Costs
Technology
platform development costs include (i) allocated personnel costs,
including salaries, taxes and benefits related to our internal
software developers and engineers employed by Super League engaged
in developing and enhancing our proprietary gaming and content
technology platform, (ii) the amortization of capitalized internal
use software costs primarily comprised of capitalized costs for
third-party contract software development and engineering resources
engaged in developing and enhancing our proprietary gaming and
content technology platform, and (iii) costs incurred in connection
with the testing of our technology platform.
Deferred Financing Costs
Specific
incremental costs directly attributable to a proposed or actual
offering of securities or debt are deferred and charged against the
gross proceeds of the financing. In the event that the proposed or
actual financing is not completed, or is deemed not likely to be
completed, such costs are expensed in the period that such
determination is made. Deferred costs related to proposed offerings
of securities totaled $0 and $154,354 at June 30, 2019 and December
31, 2018, respectively. Deferred financing costs, if any, are
included in other current assets in the condensed balance sheet.
Deferred financing costs charged against gross proceeds in
connection with the close of the Company’s IPO totaled
$517,000.
Property and Equipment
Property
and equipment are recorded at cost. Major additions and
improvements that materially extend useful lives of property and
equipment are capitalized. Maintenance and repairs are charged
against the results of operations as incurred. When these assets
are sold or otherwise disposed of, the asset and related
depreciation are relieved, and any gain or loss is included in the
statements of operations for the period of sale or disposal.
Depreciation and amortization are computed on a straight-line basis
over the estimated useful lives of the assets, typically over a
three- to five-year period.
Intangible Assets
Intangible
assets primarily consist of (i) internal-use software development
costs, (ii) domain name, copyright and patent registration costs
and (iii) other intangible assets, which are recorded at cost and
amortized using the straight-line method over the estimated useful
lives of the assets, ranging from three to 10 years.
Software
development costs incurred to develop internal-use software during
the application development stage are capitalized and amortized on
a straight-line basis over the software’s estimated useful
life, which is generally three years. Software development costs
incurred during the preliminary stages of development are charged
to expense as incurred. Maintenance and training costs are charged
to expense as incurred. Upgrades or enhancements to existing
internal-use software that result in additional functionality are
capitalized.
Goodwill
Goodwill
represents the excess of the purchase price of the acquired
business over the acquisition date fair value of the net assets
acquired. Goodwill is tested for impairment at the reporting unit
level (operating segment or one level below an operating segment)
on an annual basis (October 31) and between annual tests if an
event occurs or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying
value. The Company considers its market capitalization and the
carrying value of its assets and liabilities, including goodwill,
when performing its goodwill impairment test. When conducting its
annual goodwill impairment assessment, the Company initially
performs a qualitative evaluation of whether it is more likely than
not that goodwill is impaired. If it is determined by a qualitative
evaluation that it is more likely than not that goodwill is
impaired, the Company then applies a two-step impairment test. The
two-step impairment test first compares the fair value of the
Company’s reporting unit to its carrying or book value. If
the fair value of the reporting unit exceeds its carrying value,
goodwill is not impaired, and the Company is not required to
perform further testing. If the carrying value of the reporting
unit exceeds its fair value, the Company determines the implied
fair value of the reporting unit’s goodwill and if the
carrying value of the reporting unit’s goodwill exceeds its
implied fair value, then an impairment loss equal to the difference
is recorded in the statement of operations. The Company operates in
one reporting segment.
Impairment of Long-Lived Assets
The
Company assesses the recoverability of long-lived assets whenever
events or changes in circumstances indicate that their carrying
value may not be recoverable. If the cost basis of a long-lived
asset is greater than the projected future undiscounted net cash
flows from such asset, an impairment loss is recognized. Impairment
losses are calculated as the difference between the cost basis of
an asset and its estimated fair value. Management believes that
there was no impairment of long-lived assets for the periods
presented herein. There can be no assurance, however, that market
conditions or demand for the Company’s products or services
will not change, which could result in long-lived asset impairment
charges in the future.
Stock-Based Compensation
Compensation
expense for stock-based awards is measured at the grant date, based
on the estimated fair value of the award, and is recognized as an
expense, typically on a straight-line basis over the
employee’s requisite service period (generally the vesting
period of the equity award) which is generally two to four years.
Compensation expense for awards with
performance conditions that affect vesting is recorded only for
those awards expected to vest or when the performance criteria are
met. The fair value of restricted stock and restricted stock
unit awards is determined by the product of the number of shares or
units granted and the grant date market price of the underlying
common stock. The fair value of stock option and common stock
purchase warrant awards is estimated on the date of grant utilizing
the Black-Scholes-Merton option pricing model. The Company accounts
for forfeitures of awards as they occur.
Grants
of equity-based awards (including warrants) to non-employees in
exchange for consulting or other services are accounted for using
the fair value of the consideration received (i.e., the value of
the goods or services) or the fair value of the equity instruments
issued, whichever is more reliably measurable.
Noncash Stock-based compensation expense for the periods presented
was comprised of the following:
|
Three Months
Ended June
30,
|
Six Months
Ended June
30,
|
|
|
|
|
|
Stock
options
|
$1,339,000
|
$597,000
|
$2,631,000
|
$1,229,000
|
Warrants
|
367,000
|
227,000
|
1,654,000
|
453,000
|
|
85,000
|
3,000
|
236,000
|
6,000
|
Earn-out
compensation expense (Note 5)
|
8,000
|
-
|
8,000
|
-
|
Total
noncash stock compensation expense
|
$1,799,000
|
$827,000
|
$4,529,000
|
$1,688,000
|
Noncash
stock-based compensation expense for the three and six months ended
June 30, 2019 included compensation expense resulting primarily
from the vesting of certain performance-based options and warrants
previously granted to two of the Company’s executives which
vested upon completion of the IPO and the satisfaction of certain
other operational performance metrics, pursuant to October 2018
amended employee agreements and related vesting provisions of the
underlying equity grant agreements. During the three and six months
ended June 30, 2019, 92,000 and 300,000, respectively, of
performance-based stock options and warrants vested, with a
weighted-average grant date fair value of $8.50 resulting in
noncash stock compensation expense of $779,000 and $2,549,000,
during the three six months ended June 30, 2019, respectively. The
fair value of these equity awards was estimated on October 31,
2018, their original grant date, using the Black Scholes-Merton
option pricing model and the following weighted-average
assumptions: (i) volatility of 93%,
(ii) risk-free interest rate of 3.0%,
and (iii) expected term of 6.5
years.
Risks and Uncertainties
Concentrations. The Company had certain customers whose
revenue individually represented 10% or more of the Company’s
total revenue, or whose accounts receivable balances individually
represented 10% or more of the Company’s total accounts
receivable, or whose accounts payable balances individually
represented 10% or more of the Company’s total accounts
payable, as follows:
For the
three and six months ended June 30, 2019, four customers accounted
for 98% and 89% of revenues, respectively. For the three and six
months ended June 30, 2018, four customers accounted for 89% and
93% of revenues, respectively.
At June
30, 2019 and December 31, 2018, three customers accounted for 86%
and 96% of accounts receivable. At June 30, 2019 and December 31,
2018, three vendors accounted for 38% and 43% of accounts payable,
respectively.
Segment Information
The
Company operates in one segment.
Earnings (Loss) Per Share
Basic
earnings (loss) per share is computed by dividing the income or
loss by the weighted-average number of outstanding shares of common
stock for the applicable period. Diluted earnings per share is
computed by dividing the income or loss by the weighted-average
number of outstanding shares of common stock for the applicable
period, including the dilutive effect of common stock equivalents.
Potentially dilutive common stock equivalents primarily consist of
employee stock options, warrants issued to employees and
non-employees in exchange for services and warrants issued in
connection with financings. All outstanding stock options and
warrants for the periods presented have been excluded from the
computation of diluted loss per share because the effect of
inclusion would have been anti-dilutive.
Income Taxes
Income
taxes are accounted for using an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been
recognized in the Company’s financial statements or income
tax returns. A valuation allowance is established to reduce
deferred tax assets if all, or some portion, of such assets will
more than likely not be realized, or if it is determined that there
is uncertainty regarding future realization of such
assets.
The
provision for income taxes for interim periods is determined using
an estimate of Super League’s annual effective tax rate,
adjusted for discrete items, if any, that are considered in the
relevant period. Each quarter, the Company updates the estimate of
the annual effective tax rate, and if the estimated tax rate
changes, a cumulative adjustment is recorded.
On
December 22, 2017, new U.S. federal tax legislation was enacted
that significantly changed the U.S. federal income taxation of U.S.
corporations, including by reducing the U.S. corporate income tax
rate from 35% to 21%, revising the rules governing net operating
losses and foreign tax credits, and introducing new anti-base
erosion provisions. Many of the changes were effective immediately,
without any transition periods or grandfathering for existing
transactions. The legislation is unclear in many respects and could
be subject to potential amendments and technical corrections, as
well as interpretations and implementing regulations by the U.S.
Department of the Treasury and the Internal Revenue Service
(“IRS”), any of which could decrease or increase
certain adverse impacts of the legislation. In addition, it is
unclear how these U.S. federal income tax changes will affect state
and local taxation, which often uses federal taxable income as a
starting point for computing state and local tax
liabilities.
The new
legislation reduced the corporate income tax rate from 35% to 21%
effective January 1, 2018. As a result, all deferred income tax
assets and liabilities, including net operating losses, have been
measured using the new rate under and are reflected in the
valuation of these assets as of December 31, 2018 and 2017. As a
result, as of December 31, 2017, the value of our deferred tax
assets was reduced by $4,278,626 and the related valuation
allowance was reduced by the same amount. Given the full valuation
allowance provided for net deferred tax assets for the periods
presented herein, the change in tax law did not have a material
impact on the Company’s financial statements provided herein.
There may be additional tax impacts identified in subsequent
periods throughout the Company’s fiscal year ending December
31, 2019 in accordance with subsequent interpretive guidance issued
by the SEC or the IRS. Further, there may be other material adverse
effects resulting from the legislation that we have not yet
identified. No estimated tax provision has been recorded for tax
attributes that are incomplete or subject to change.
Fair Value Measurements
Fair value is defined as the exchange price that would be received
from selling an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in
an orderly transaction between market participants on the
measurement date. The Company measures financial assets and
liabilities at fair value at each reporting period using a fair
value hierarchy which requires the Company to maximize the use of
observable inputs and minimize the use of unobservable inputs when
measuring fair value. A financial instrument’s classification
within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. Three
levels of inputs may be used to measure fair value:
Level 1. Quoted prices in active markets for identical
assets or liabilities.
Level 2
. Quoted prices for similar assets and
liabilities in active markets or inputs other than quoted prices
which are observable for the assets or liabilities, either directly
or indirectly through market corroboration, for substantially the
full term of the financial instruments.
Level 3.
Unobservable inputs which are
supported by little or no market activity and which are significant
to the fair value of the assets or liabilities.
The fair value of accounts receivable and other current assets
approximated their carrying value at the date of acquisition.
Acquired intangible assets and the Earn-Out, described below, were
valued using Level 3 inputs.
Recent Accounting Guidance
Recent Accounting Pronouncements - Recently Adopted.
In May 2014, the FASB issued a new accounting standard update
(“ASU”) addressing revenue from contracts with
customers, which clarifies existing accounting literature relating
to how and when a company recognizes revenue. Under the standard, a
company will recognize revenue when it transfers promised goods or
services to customers in an amount that reflects the consideration
to which the company expects to be entitled in exchange for those
goods and services. In doing so, the Company is required to use
more judgment and make more estimates in connection with the
accounting for revenue contracts with customers than under previous
guidance. Such areas may include: (i) identifying performance
obligations in the contract, (ii) estimating the timing of
satisfaction of performance obligations, (iii) determining whether
a promised good or service is distinct from other promised goods or
services, including whether the customer can benefit from the good
or service on its own and whether the promise to transfer a good or
service is separately identifiable from other promises in the
contract, (iv) evaluating whether performance obligations are
satisfied at a point in time or over time, (v) allocating the
transaction price to separate performance obligations, and (vi)
determining whether contracts contain a significant financing
component.
The Company used the modified retrospective method of adoption,
which would require the cumulative effect of initially applying the
new revenue standard as an adjustment to the opening balance of
retained earnings on January 1, 2019. Comparative prior year
periods would not be adjusted. The new accounting standard was
applied to all contracts at the date of initial application. There
was no cumulative effect of applying the new revenue standard to
contracts executed in prior periods. As such, the adoption of the
new accounting standard had no impact of on the balance sheet and
statement of operations in the current or prior
periods.
Recent Accounting Pronouncements – Not Yet
Adopted.
In
February 2016, the FASB issued an ASU that requires lessees to
present right-of-use assets and lease liabilities on the balance
sheet. The new guidance is to be applied using a modified
retrospective approach at the beginning of the earliest comparative
periods in the financial statements and is effective for fiscal
years beginning after December 15, 2019 and early adoption is
permitted. The Company is evaluating the impact that this guidance
will have on its financial position, results of operations and
financial statement disclosures.
In June
2016, the FASB issued guidance on the measurement and recognition
of credit losses on most financial assets. For trade receivables,
loans, and held-to-maturity debt securities, the current probable
loss recognition methodology is being replaced by an expected
credit loss model. For available-for-sale debt securities, the
recognition model on credit losses is generally unchanged, except
the losses will be presented as an adjustable allowance. The
guidance will be applied retrospectively with the cumulative effect
recognized as of the date of adoption. The guidance will become
effective at the beginning of the Company’s first quarter of
the fiscal year ending December 31, 2021 but can be adopted as
early as the beginning of the first quarter of fiscal year ending
December 31, 2020. The Company is currently assessing the impact
that adopting this new accounting guidance will have on its
financial statements and footnote disclosures.
3.
|
PROPERTY AND EQUIPMENT
|
Property
and equipment consisted of the following for the periods
presented:
|
|
|
|
(Unaudited)
|
|
Furniture
and fixtures
|
$325,000
|
$207,000
|
Computer
hardware
|
3,111,000
|
3,195,000
|
|
3,436,000
|
3,402,000
|
Less:
accumulated depreciation
|
(3,164,000)
|
(2,871,000)
|
Property and
equipment, net
|
$272,000
|
$531,000
|
Depreciation
expense for property and equipment was $43,000 and $293,000 for the
three and six months ended June 30, 2019, respectively.
Depreciation expense for property and equipment was $221,000 and
$429,000 for the three and six months ended June 30, 2018,
respectively.
4.
|
INTANGIBLE AND OTHER ASSETS
|
Intangible
and other assets consisted of the following for the periods
presented:
|
|
|
|
(Unaudited)
|
|
Capitalized
software development costs
|
$1,841,000
|
$1,281,000
|
Domain
|
70,000
|
68,000
|
|
189,000
|
-
|
Copyrights and
other
|
229,000
|
126,000
|
|
2,329,000
|
1,475,000
|
Less: accumulated
amortization
|
(960,000)
|
(768,000)
|
Intangible and
other assets, net
|
$1,369,000
|
$707,000
|
Amortization
expense totaled $107,000 and $192,000 for the three and six months
ended June 30, 2019, respectively. Amortization expense totaled
$56,000 and $107,000 for the three and six months ended June 30,
2018, respectively. Future amortization expense of intangible and
other assets is expected to be as follows:
For the
years ending December 31:
Remainder of
2019
|
$244,000
|
2020
|
461,000
|
2021
|
390,000
|
2022
|
114,000
|
2023
|
69,000
|
Thereafter
|
91,000
|
Total
|
$1,369,000
|
On
June 3, 2019, Super League and SLG Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company
(“Merger Sub”), entered into an agreement and plan of
merger (the “Merger Agreement”) with Framerate, Inc., a
Delaware corporation (“Framerate”), pursuant to which
Framerate merged with and into Merger Sub, with Merger Sub
continuing as the surviving corporation (the
“Acquisition”). The Acquisition was consummated on June
6, 2019 when the certificate of merger of Merger Sub and Framerate
was filed with the Secretary of State of the State of Delaware (the
“Effective Date”). As consideration for the
Acquisition, the Company ratably paid and/or issued to the former
shareholders of Framerate an aggregate of i) $1.5 million paid in
cash and ii) $1.0 million paid by the issuance of a total of
134,422 shares of the Company’s common stock, at a price per
share of $7.4395 (the “Closing Shares”).
The
Acquisition was approved by the board of directors of each of the
Company and Framerate, and was approved by the stockholders of
Framerate. Transaction costs incurred relating to this acquisition
were not material for the three and six months ended June 30, 2019.
The acquisition of Framerate expands the Company’s digital
programming footprint and enhances the Company’s ability to
provide value to its gaming and spectator communities through
multiple forms of engagement.
In addition to the issuance of the Closing Shares,
the Merger Agreement provides for the issuance of up to an
additional $980,000 worth of shares of the Company’s common
stock at the same price per share as the Closing Shares (the
“Earn-Out
Shares”) in the event Framerate achieves certain
performance-based milestones during the two-year period following
the closing of the Acquisition, or June 6, 2021 (the
“Earn-Out”). One-half of the Earn-Out Shares will be
issuable on the one-year anniversary of the Effective Date, and the
remaining one-half will be issuable on the second anniversary of
the Effective Date. The fair value of the Earn-Out on the Effective
Date was estimated to be $454,000.
The Company has determined that the Acquisition
constitutes a business acquisition as defined by Accounting
Standards Codification (“ASC”) 805, Business
Combinations. Accordingly, the
assets acquired and liabilities assumed in the transaction were
recorded at their estimated acquisition date fair values, while
transaction costs associated with the acquisition were expensed as
incurred pursuant to the purchase method of accounting in
accordance with ASC 805. Super League’s preliminary
purchase price allocation was based on an evaluation of the
appropriate fair values and represents management’s best
estimate based on available data. Fair values are determined based
on the requirements of ASC 820, Fair Value Measurements and
Disclosures (“ASC
820”).
The
Company hired the former Chief Executive of Framerate
(“Framerate Executive”), who was also a selling
shareholder of Framerate. Pursuant to the provisions of the
Earn-Out included in the Merger Agreement, in the event that the
Framerate Executive is terminated for cause or resigns from his
employment with the Company at any time on or before the second
anniversary of the Effective Date, and any such resignation is
without “Good Reason” as such term is defined in his
employment agreement, then the maximum amount of any portion of the
Earn-Out that has not yet been earned as of the date of resignation
shall be reduced by 44.0164%. Under ASC 805, a contingent
consideration arrangement in which the payments are automatically
forfeited if employment terminates is considered to be compensation
for post-combination services, and not acquisition consideration.
As such approximately 44% of the estimated fair value of the
Earn-Out, or $200,000 is accounted for as deferred compensation
expense and being amortized in the statement of operations over the
two-year period ending on the second anniversary of the Effective
date. Expense related to the portion of the Earn-Out treated as
compensation expense for the three and six months ended June 30,
2019 was $8,000. The portion of the Earn-Out included as
consideration was $254,000.
The Earn-Out
arrangement does not meet the liability classification criteria
outlined in ASC 480, “Distinguishing Liabilities from
Equity,” and is both (i) indexed to the Company’s own
shares and (ii) classified in shareholders’ equity in the
accompanying condensed balance sheet. Equity-classified contingent
consideration is measured initially at fair value on the
acquisition date and is not remeasured subsequent to initial
recognition. As such, the initial value recognized for the Earn-Out
on the acquisition date is not adjusted for changes in the fair
value of the Earn-Out as of any future settlement date. Subsequent
differences between the estimated fair value of the Earn-Out
recorded at the acquisition date and the actual amount of Earn-Out
paid based on actual performance will be reflected as a charge or
credit, as applicable, in the statement of
operations.
The
following table summarizes the fair value of purchase price
consideration paid to acquire Framerate:
|
|
|
|
Cash
consideration at closing
|
$1,515,000
|
Equity
consideration at closing
|
1,000,000
|
Fair value of
Earn-Out shares
|
254,000
|
Total
|
$2,769,000
|
The
purchase price allocation is based upon an estimate of the fair
value of the assets acquired and the liabilities assumed by the
Company in connection with the acquisition of Framerate, as
follows:
|
|
|
|
|
|
Accounts
receivable
|
$15,000
|
Intangible Assets -
Trade name
|
189,000
|
Goodwill
|
2,565,000
|
|
$2,769,000
|
The
identifiable intangible asset acquired, totaling $189,000, was
comprised of Framerate’s trade name with an estimated useful
life of approximately five years, and is included in intangible and
other assets, net in the condensed balance sheet. The trade name
intangible asset is being amortized over the estimated useful life
on a straight-line basis. Amortization expense for the three and
six months ended June 30, 2019 was not material.
Management is responsible for determining the fair
value of the identifiable intangible assets acquired as of the
Effective Date. Management considered a number of factors,
including reference to an analysis under ASC 805 solely for the
purpose of allocating the purchase price to the assets
acquired. The fair values of
the acquired intangible asset, as described above, was determined
using the following methods:
Description
|
|
Valuation Method
|
|
Valuation Method Description
|
|
Assumptions
|
Trade Name
|
|
Relief-from-Royalty method under the income approach
|
|
Under the Relief-from-Royalty method, the royalty savings is
calculated by estimating a reasonable royalty rate that a third
party would negotiate in a licensing agreement. Such royalties are
most commonly expressed as a percentage of total revenue involving
a trade name.
|
|
Useful life: 5 years; Royalty Rate: 05%; Discount Rate:
50%
|
|
|
|
|
|
|
|
Earn-Out
|
|
Scenario Based Model
|
|
The payoff structure was determined to be linear and the Earn-Out
is payable within two years. Revenue scenarios were estimated and a
probability for each scenario based on the likelihood of achieving
the forecasted revenues was estimated. The estimated payments from
the scenarios were then discounted based on the Company's credit
risk and the related risk-free rate. The value per share was then
adjusted for the time period through the payout date. The option
methodology employed was the Black-Scholes Option
Model.
|
|
Volatility: 75% - 100%; Term 1 -2 years; Risk Free Rate 2.21% -
1.95%;
|
The
Acquisition was treated for tax purposes as a nontaxable
transaction and as such, the historical tax bases of the acquired
assets, net operating losses, and other tax attributes of Framerate
will carryover. As a result, no new goodwill for tax purposes was
be created in connection with the Acquisition as there is no
step-up to fair value of the underlying tax bases of the acquired
net assets.
6.
|
CONVERTIBLE
NOTES PAYABLE
|
In
February through April 2018, the Company issued 9.00% secured
convertible promissory notes with a collective face value of
$3,000,000 (the “Initial 2018 Notes”). The Initial 2018
Notes (i) accrued simple interest at the rate of 9.00% per annum,
(ii) matured on the earlier of December 31, 2018 or the close of a
$15,000,000 equity financing (“Qualifying Equity
Financing”) by the Company, and (iii) all outstanding
principal and accrued interest was automatically convertible into
equity or equity-linked securities sold in a Qualifying Equity
Financing based upon a conversion rate equal to (x) a 10% discount
to the price per share of a Qualifying Equity Financing, with (y) a
floor of $10.80 per share. In addition, the holders of the Initial
2018 Notes were collectively issued warrants to purchase
approximately 55,559 shares of common stock, at an exercise price
of $10.80 per share and a term of five years (the “Initial
2018 Warrants”).
In May
through August 2018, the Company issued additional 9.00% secured
convertible promissory notes with a collective face value of
$10,000,000 (the “Additional 2018 Notes”). In May 2018,
all of the Initial 2018 Notes and related accrued interest,
totaling $3,056,000, were converted into the Additional 2018 Notes,
resulting in an aggregate principal amount of $13,056,000
(hereinafter collectively, the “2018 Notes”). The
holders of the converted Initial 2018 Notes retained their
respective Initial 2018 Warrants.
The
2018 Notes (i) accrued simple interest at the rate of 9.00% per
annum, (ii) matured on the earlier of the closing of an initial
public offering of the Company’s common stock on a national
securities exchange or April 30, 2019, and (iii) all outstanding
principal and accrued interest was automatically convertible into
shares of common stock upon the closing of an IPO at the lesser of
(x) $10.80 per share or (y) a 15% discount to the price per share
of the IPO. In addition, the holders of the 2018 Notes were
collectively issued 1,396,420 warrants to purchase common stock
equal to 100% of the aggregate principal amount of the 2018 Notes
divided by $9.35 per share (the “2018 Warrants”). The
2018 Warrants are exercisable for a term of five years, commencing
on the close of an IPO, at an exercise price of $9.35 and are
callable at the election of the Company at any time following the
closing of an IPO. The 2018 Notes are secured by a security
interest in all of the assets, tangible and intangible, of the
Company.
The
proceeds from the sale of the 2018 Notes, the 2018 Warrants and the
Initial 2018 Warrants, were allocated to the instruments based on
the relative fair values of the convertible debt instrument without
the warrants and of the warrants themselves at the time of
issuance. The portion of the proceeds, totaling $5,933,000
allocated to the 2018 Warrants, was accounted for as a discount to
the debt, with the offsetting credit to additional paid-in capital.
The remainder of the proceeds were allocated to the convertible
debt instrument portion of the transaction. The resulting debt
discount is amortized over the period from issuance to April 30,
2019, the stated maturity date of the debt.
Debt
issuance costs were comprised of $389,000 of cash commissions and
warrants with a fair value of $223,000, paid and issued,
respectively, to third-parties in connection with the debt
financing, and are reflected as a discount to the debt instrument,
net of accumulated amortization, in the December 31, 2018 balance
sheet. Debt issuance costs are amortized over the term of the debt
as interest expense in the statement of operations.
Concurrent
with the closing of the IPO on February 27, 2019, all outstanding
principal and accrued interest outstanding under the 2018 Notes
totaling $13,793,000, was automatically converted into 1,475,164
shares of the Company’s common stock at a conversion price
per share of $9.35. As a result of the automatic conversion of the
2018 Notes and the application of conversion accounting, the
Company recorded an immediate charge to interest expense of
$1,384,000 for the six months ended June 30, 2019, representing
the write-off of the unamortized balance of debt
discounts associated with the 2018 warrants and cash commissions
and warrants issued to third parties. Unamortized debt discounts at
June 30, 2019 and December 31, 2018 totaled $0 and $2,684,000,
respectively.
The
non-detachable conversion feature embedded in the 2018 Notes
provides for a conversion rate that is below market value at the
commitment date, and therefore, represents a beneficial conversion
feature (“BCF”). The BCF is generally recognized
separately at issuance by allocating a portion of the debt proceeds
equal to the intrinsic value of the BCF to additional paid-in
capital. The resulting convertible debt discount is recognized as
interest expense using the effective yield method. The BCF is
measured using the commitment date stock price. However, the
conversion feature associated with the 2018 Notes was not
exercisable until the consummation of an initial public offering by
the Company of its common stock, and therefore, was not required to
be recognized in earnings until the IPO related contingency was
resolved, which occurred on the IPO Closing Date. The commitment
date is the IPO Closing Date and the commitment date stock price
was $11.00 per share. The intrinsic value of the BCF on the IPO
Closing Date, which was limited to the net proceeds allocated to
the debt on a relative fair value basis, was approximately
$7,067,000, and is reflected as additional interest expense in the
condensed statement of operations for the six months ended June 30,
2019.
Initial Public Offering
On February 27, 2019, Super League completed its initial public
offering (“IPO”) of its common stock, pursuant to which
the Company issued and sold an aggregate of 2,272,727 shares of
common stock at $11.00 per share, raising aggregate net proceeds of
$22,458,000 after deducting underwriting discounts, commissions and
offering costs of $2,542,000. Concurrent with the closing of the
IPO on February 27, 2019 (the “IPO Closing Date”), in
accordance with the related agreements, all outstanding
principal and interest for the 9.00% convertible notes outstanding,
totaling $13,793,000, was automatically converted into 1,475,164
shares of the Company’s common stock at a conversion price of
$9.35.
Super League currently intends to use the net proceeds received
from the offering for working capital and general corporate
purposes, including sales and
marketing activities, product development and capital expenditures.
Super League may also use a portion of the net proceeds for the
acquisition of, or investment in, technologies, solutions or
businesses that may compliment the Company’s business and or
accelerate the Company’s growth.
Upon closing of the IPO, 83,333 options and 125,000 warrants
previously granted to the CEO (with an average grant date fair
value of $8.50) became fully vested. As a result, the
Company recorded an additional $1,770,000 of stock-based
compensation during the six months ended June 30,
2019.
Pursuant to the related underwriting agreement, in connection with
the completion of the IPO, for the purchase price of $50.00, the
Company issued a warrant to purchase shares of our common stock
equal to 3.0% of the shares sold in the IPO, or 68,182 shares, at
an exercise price of $11.00 per share (the
“Underwriters’ Warrants”). The
Underwriters’ Warrants are exercisable during the period
commencing from the date of the close of the IPO and ending five
years from the closing date of the IPO. The Underwriters’
Warrants represent additional noncash offering costs, with an
estimated grant date fair value of $547,000, which was reflected in
additional-paid-in capital when issued and as a corresponding
offering cost in the condensed statement of shareholders equity for
the three and six months ended June 30, 2019. The fair value of the
Underwriters’ Warrant was estimated on February 27, 2019, the
grant date, using the Black Scholes-Merton option pricing model and
the following weighted-average assumptions: (i) volatility of 95%,
(ii) risk-free interest rate of 2.5%, and (iii) expected term of 5
years.
Reverse Stock Split
On
February 8, 2019, the Company filed an amendment to the
Company’s amended and restated certificate of incorporation
to effect a reverse split of shares of the Company’s common
stock on a one-for-three basis (the “Reverse Stock
Split”). All references to common stock, warrants to purchase
common stock, options to purchase common stock, early exercised
options, restricted stock, share data, per share data and related
information contained in the financial statements have been
retrospectively adjusted to reflect the effect of the Reverse Stock
Split for all periods presented. No fractional shares were issued
in connection with the Reverse Stock Split. Any fractional shares
resulting from the Reverse Stock Split will be rounded down to a
whole share, and any effected stockholders will receive a cash
payment equal to the value of such fractional shares.
In-Kind Contribution of Services
In June
2017, the Company entered into an arrangement with a major media
network for $1,000,000 of in-kind contributions of media services
in exchange for 92,592 shares of common stock. This prepaid
advertising cost was amortized over an 18-month period ending as of
December 31, 2018. Expense included in selling, marketing and
advertising expenses in the statement of operations for usage of
the in-kind media services for the six months ended June 30, 2018
was $295,000.
The
Company evaluated subsequent events for their potential impact on
the financial statements and disclosures through the date the
financial statements were available to be issued and determined
that no subsequent events occurred that were reasonably expected to
impact the financial statements presented herein.
ITEM 2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
References in this Quarterly Report on Form 10-Q to “Super
League Gaming, Inc.” “Company,” “we,”
“us,” “our,” or similar references mean
Super League Gaming, Inc. References to the “SEC” refer
to the U.S. Securities and Exchange Commission.
Forward-Looking Statements
You should read the following discussion and analysis of our
financial condition and results of operations in conjunction with
our condensed financial statements and the related notes included
elsewhere in this interim report. Our condensed financial
statements have been prepared in accordance with U.S. GAAP. The
following discussion and analysis contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 (the “Exchange Act”), including, without
limitation, statements regarding our expectations, beliefs,
intentions or future strategies that are signified by the words
“expect,” “anticipate,”
“intend,” “believe,” or similar language.
All forward-looking statements included in this document are based
on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Our
business and financial performance are subject to substantial risks
and uncertainties. Actual results could differ materially from
those projected in the forward-looking statements. In evaluating
our business, you should carefully consider the information set
forth under the heading “Risk Factors” included in Item
II, Part 1A of this Quarterly Report on Form 10-Q
(this “Report”). Readers are cautioned not to
place undue reliance on these forward-looking
statements.
Overview
Super
League Gaming, Inc. (“Super
League,” the “Company,” “we” or “our”) is a leading esports
community and content platform for gamers, competitors, fans and
friends of all ages and skill levels. Through our proprietary,
cloud-based technology platform, we connect our network of gamers,
venues and brand partners to enable local, social and competitive
esports that can be uniquely broadcast through our platform.
Utilizing our proprietary technology platform, Super League
operates physical and digital experiences in partnership with
publishers of top-tier game titles. Local movie theaters, PC cafes
and restaurant and retail venues are transformed into esports
arenas where players compete, socialize and spectate while also
developing sportsmanship, communication and team-building skills.
Super League's primary programs consist of: (i) the first and only
city-vs-city amateur esports competition; (ii) monthly tournaments
throughout the year playable both online and from a multitude of
physical locations across the U.S.; and (iii) special events
produced in partnership with consumer brands, entertainment
companies and game publishers, all powered by the Super League
platform. In addition, SuperLeagueTV supports all Super League
experiences with live streams of the competitions and original
video-on-demand content on Twitch and YouTube.
Executive Summary
We
believe Super League is on the leading edge of the rapidly
accelerating esports industry, which has become an established and
vital part of the entertainment landscape. At the professional
level, thousands of professional players on hundreds of teams
compete in dozens of high stakes competitions that draw significant
audiences, both in person and online. In addition, the value of
brand sponsorships, media rights and prize money continue to rise,
as are professional team valuations and the purchase price for
securing franchises in professional leagues.
We
believe there is a larger opportunity for the world of amateur
esports players. Amateur gamers are the gamers who enjoy the
competition, the social interaction and community, and the
entertainment value associated with playing and watching others
play. Competitive amateur gamers take part in over eight hours of
gameplay and watches up to nine hours of esports-related content
each week.
Super
League is a critically important component in providing the
infrastructure for amateur esports that is synergistic and
accretive to the greater esports ecosystem. Over the past four
years, we believe we have become the preeminent brand for amateur
esports by providing a proprietary, end-to-end platform that allows
our gamers to compete, socialize and spectate premium amateur
esports gameplay and entertainment both physically and digitally.
We celebrate amateur gamers and provide a differentiated way for
players and spectators to unite around the games they love for a
better, more inclusive social experience previously not available.
Not only do we offer premium amateur esports experiences, but also
can leverage our derivative gameplay content to become the most
comprehensive amateur esports content network. Our premium,
competitive gameplay experiences and elite amateur broadcasts,
coupled with the expansion of our game title portfolio, our retail
venue partner network and our strategic brand sponsorships
introduce new gamers into our customer funnel, to drive audience
growth and, ultimately, consumer and content
monetization.
At its
core, our proprietary platform serves two main functions. First, it
enables digital and physical experiences which generate gameplay
content. In turn, this content library enables a second function,
which is multi-platform gameplay and entertainment content
distribution. One of those content distribution channels is the
physical retail venue itself where our proprietary visualization
and broadcast system creates a “stadium screen” and
transforms retail spaces into interactive and entertaining amateur
esports arenas. In addition, this user-generated content can be
distributed on our own premium digital Twitch and YouTube channels
as well as finding life on social channels and other brand partner
or third-party platforms.
Digital and Physical Experiences. We believe that we can
monetize our digital and physical experiences in two primary
ways:
●
|
Traditionally,
we have created our own gameplay experiences to generate audience
and content and attracted brand and sponsorship dollars to those
offers. This continues to be a core revenue.
|
●
|
We also
have new potential partners, including game publishers, retailers
and brands across various categories who engage us to develop their
own branded gameplay experiences, powered by our gaming and content
technology platform for their own customers. Platform-as-a- Service
is emerging as a revenue stream for 2019 and beyond, that can not
only deliver strong margin over time, but also adds to our audience
and content growth. This is most notably evidenced by our first
quarter 2019 activation with Samsung Retail, where Super
League’s platform powered a live retail experience, held in
New York in March 2019, built around Fortnite and the influencer
Ninja, that drove traffic to our website and viewership to our
Twitch channel, and our second quarter partnerships with Capcom.,
Ltd. (“Capcom”)
and their Street Fighter® V: Arcade Edition title and Sony
Pictures Entertainment (“Sony”)
related to certain build competitions and related
experiences.
|
Gameplay and Viewing Content. We also believe that we can
monetize our content, comprised of gameplay and viewing, in two
primary ways:
●
|
We can monetize our content commercially through advertising
revenues on our own digital channels and by selling our content to
third-party broadcasters similar to the content Nickelodeon
contracted from Super League in 2018 to supplement their YouTube
channel programming. We believe we have only begun to scratch the
surface on proprietary and third-party content distribution value
that can be derived from our platform.
|
●
|
The
second way we monetize content is through direct-to-consumer pay
walls for access to premium digital and physical experiences and
viewing content. We have historically offered a freemium model
where consumers can join Super League for free-to-play, casual
competitive experiences and charged for access to premium gameplay
experiences. We intend to expand our breadth of consumer digital
offers in 2019 and have already launched a beta product, a digital
monthly subscription offer for our youth demographic.
|
To
date, our revenues have been weighted towards experience
monetization, however we expect to see content monetization begin
to emerge as a revenue opportunity.
We
focus on five key performance indicators (“KPIs”), as outlined below, to
assess our progress and drive revenue growth. The number of game
titles and number of retail partner venues drive audience,
introducing more players and spectators to Super League’s
gaming and content platform. Growth in physical and digital
experiences across a wider portfolio can increase the number of
registered users and number of gameplay hours which will have a
significant impact on our content library. This focus on audience
and content generation ultimately impacts our viewership, which has
an amplification effect on potential revenue streams and customer
acquisition.
●
|
Game titles: We ended fiscal 2018 with four game titles in
our portfolio and currently have six game titles with the addition
Capcom's Street Fighter® V: Arcade Edition during the second
quarter of 2019 and Tencent America's Player Unknown's
Battlgrounds, also known as PUBG, during the third quarter of 2019.
We continue to engage in discussions with several other identified
titles to further expand our reach across various genres, ages of
players and skill levels.
|
●
|
Retail Partner Venues: While we are just seeding the build
out and monetization of our retail footprint, our recent
national-level announcements with Top Golf and ggCircuit LAN
centers provides access to hundreds of physical venue locations. We
ended fiscal 2018 with 46 active venues and grew to 93 total active
venues as of June 30, 2019.
|
●
|
Registered Users: We ended fiscal 2018 with approximately
300,000 registered users. During the six months ended June 30,
2019, we increased our registered users by approximately 70%, to
509,000 registered users.
|
●
|
Gameplay Hours: As of June 30, 2019, including our live
gaming experiences and our expanding digital gameplay channels, we
generated 4.96 million hours of gameplay experiences,
as compared to approximately 1.8 million full year 2018 gameplay
hours.
|
●
|
Viewership: Proving that we can attract viewers to our
platform and leverage the audiences our brand partners provide, we
generated 5.95 million views during the first six months of 2019,
which was 643% of
our full-year 2018 views of 925,000, leveraging our own
programming, the Samsung Retail Fortnite experience held in March
2019 and the significant expansion of our audience reach in
connection with the acquisition of Framerate.
|
Initial Public Offering
On February 27, 2019, we completed our initial public offering
(“IPO”), pursuant to which we
issued and sold an aggregate of 2,272,727 shares of our common
stock at a public offering price of $11.00 per
share pursuant to a
registration statement on Form S-1, declared effective by the Securities and
Exchange Commission on February 25, 2019 (File No. 333-229144). We
raised net proceeds of approximately $22,458,000 after underwriting
discounts, commissions and other offering costs of
$2,542,000.
The principal purposes of the IPO were to obtain additional capital
to support our operations, to create a public market for our common
stock and to facilitate our future access to the public equity
markets. We currently intend to use the net proceeds received from
the offering for working capital and general corporate purposes,
including sales and marketing activities, product development and
capital expenditures. We may also use a portion of the net proceeds
for the acquisition of, or investment in, technologies, solutions
or businesses that may complement our business and or accelerate
our growth. The amounts and timing of our actual expenditures,
including expenditure related to sales and marketing and product
development will depend on numerous factors, including the status
of our product development efforts, our sales and marketing
activities, expansion internationally, the amount of cash generated
or used by our operations, competitive pressures and other factors
described under “Risk
Factors” in in our
Prospectus filed pursuant to Rule 424(b) under the Securities Act
with the SEC on February 27, 2019, as well as Item II, Part 1A of
this Report. Our management has broad discretion in the application
of the net proceeds, and investors will be relying on our judgment
regarding the application of the net proceeds from the
IPO.
Concurrent with the closing of the IPO on February 27, 2019, in
accordance with the related agreements, all outstanding
principal and interest for the 9.00% convertible notes outstanding,
totaling $13,793,000, was automatically converted into 1,475,164
shares of the Company’s common stock at a conversion price of
$9.35.
Acquisition of Framerate
On June 3, 2019, the Company and SLG Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of the
Company (“Merger
Sub”), entered into an agreement and plan of merger
(the “Merger
Agreement”) with Framerate, Inc., a Delaware
corporation (“Framerate”), pursuant to which
Framerate merged with and into Merger Sub, with Merger Sub
continuing as the surviving corporation (the “Acquisition”).
Framerate is a cross-platform esports social video network
delivering the best in gameplay highlights, news and entertainment
to today’s generation of video gamers. The company’s
focus on user generated content and social distribution changes the
way traditional esports video content is produced, distributed and
shared by millions of esports fans worldwide. The acquisition of
Framerate represents a strategic step in our audience-building
efforts with an average of 7 million video views a month built
around everyday gamers uploading their personal esports highlight
reels for recognition across our wide audience.
The Acquisition was consummated on June 6, 2019
when the certificate of merger of Merger Sub and Framerate was
filed with the Secretary of State of the State of Delaware (the
“Effective
Date”). As consideration for the Acquisition, we
ratably paid and/or issued to the former shareholders of Framerate
an aggregate of $1.5 million in cash and $1.0 million worth of
shares of our common stock at a price per share of $7.4395 (the
“Closing
Shares”).
In addition to the issuance of the Closing Shares,
the Merger Agreement provides for the issuance of up to an
additional $980,000 worth of shares of our common stock at the same
price per share as the Closing Shares (the “Earn-Out Shares”) in the event
Framerate achieves certain performance-based milestones during the
two-year period following the closing of the Acquisition, or June
6, 2021. One-half of the Earn-Out Shares will be issuable on the
one-year anniversary of the Effective Date, and the remaining
one-half will be issuable on the second anniversary of the
Effective Date.
The
Acquisition was approved by the board of directors of each of Super
League Gaming, Inc. and Framerate, and was approved by the
stockholders of Framerate. Refer to Note 5 to the condensed
financial statements elsewhere within this Report.
Critical Accounting Estimates
Our unaudited interim condensed financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States of America. Preparation of these
condensed statements requires management to make judgments and
estimates. Some accounting policies have a significant impact on
amounts reported in these condensed financial statements. The SEC
has defined a company’s critical accounting policies as the
ones that are most important to the portrayal of a company’s
financial condition and results of operations, and which require a
company to make its most difficult and subjective judgments. A
summary of significant accounting policies and a description of
accounting policies that are considered critical may be found in
the audited financial statements and notes thereto included in our
Prospectus filed pursuant to Rule 424(b) under the Securities Act
with the SEC on February 27, 2019. In addition, refer to Note 2 to
the condensed financial statements included in this Report. The
following accounting policies were identified during the current
period, based on activities occurring during the current period, as
critical and requiring significant judgments and
estimates.
Revenue Recognition
Revenue is recognized when we transfer promised goods or services
to customers in an amount that reflects the consideration to which
we expect to be entitled in exchange for those goods and services.
In this regard, revenue is recognized when: (i) the parties to the
contract have approved the contract (in writing, orally, or in
accordance with other customary business practices) and are
committed to perform their respective obligations; (ii) we can
identify each party’s rights regarding the goods or services
to be transferred; (iii) we can identify the payment terms for the
goods or services to be transferred; (iv) the contract has
commercial substance (that is, the risk, timing, or amount of the
entity’s future cash flows is expected to change as a result
of the contract); and (v) it is probable that the entity will
collect substantially all of the consideration to which we will be
entitled in exchange for the goods or services that will be
transferred to the customer.
Super League generates revenues and related cash flows from (i)
brand and media sponsorships, (ii) Platform-As-A-Service
arrangements, and (iii) direct to consumer offers including
tournament fees for participation in our physical and online
multiplayer gaming experiences, digital subscriptions and
merchandise sales.
Brand and Media Sponsorships.
We generate brand and media sponsorship revenues
primarily from sales of various forms of sponsorships and
promotional campaigns for our online platforms and from sponsorship
at our in-person esports experiences. Brand and media sponsorship
revenue arrangements may include: exclusive or non-exclusive title
sponsorships, marketing benefits, official product status
exclusivity, product visibly and additional infrastructure
placement, social media rights (including rights to create and post
social content and clips), rights to on-screen activations and
promotions, display material rights, media rights,
hospitality and tickets and merchandising rights. Brand and media
sponsorship arrangements typically include contract terms for time
periods ranging from several weeks to multi-year
arrangements.
For
brand and media sponsorship arrangements that include performance
obligations satisfied over time, customers typically simultaneously
receive and consume the benefits under the arrangement as we
satisfy our performance obligations, over the applicable contract
term. As such, revenue is recognized over the contract term based
upon estimates of progress toward complete satisfaction of the
contract performance obligations (typically utilizing a time,
effort or delivery-based method of estimation).
Platform-As-A-Service.
We generate platform-as-a-service
(“PaaS”) revenues pursuant to arrangements with
brand and media partners, retail venues, game publishers and
broadcasters that allow our partners to run amateur esports
experiences, and or capture specifically curated gameplay content
that is tailored for our partners’ distribution channels,
leveraging and powered by our Super League gaming and content
technology platform. Revenue for PaaS arrangements for one-off
branded experiences and/or the development of content tailored
specifically for our partners’ distribution channels that
provide for contractual delivery or performance date, is recognized
when performance is substantially complete and or delivery occurs.
Revenue for PaaS arrangements that include performance
obligations satisfied over time whereby customers simultaneously
receive and consume the benefits under the agreement as we satisfy
our performance obligations over the applicable contract term, is
recognized over the contract term based upon estimates of progress
toward complete satisfaction of the contract performance
obligations (typically utilizing a time, effort or delivery-based
method of estimation).
Direct to Consumer Revenue.
Direct to consumer revenues include tournament fees, digital
subscriptions and merchandise. Direct to consumer revenues have
primarily consisted of the sale of season passes to gamers for
participation in our in-person and or online multiplayer gaming
experiences. For the periods presented herein, season passes for
gaming experiences were primarily comprised of multi-week packages
and also include one-time, single experience admissions. For the
three and six months ended June 30, 2019, digital subscription
revenues include revenues related to our Minehut asset acquisition
in June 2018, which provides various Minecraft server hosting
services on a subscription basis to the Minecraft gaming
community.
Revenue from single experiences is recognized when the experience
occurs. Revenue from multi-week packages is recognized over time as
the multi-week experiences occur based on estimates of the progress
toward complete satisfaction of the applicable offer and related
performance obligations.
Advertising and Third-Party Content Revenue. We generate
content through digital and physical experiences that offer
opportunities for generating advertising revenue on our proprietary
digital channels. In addition, we license our content to third
parties seeking esports content for their own distribution
channels.
Revenue
collected in advance is recorded as deferred revenue until the
event occurs or until applicable performance obligations are
satisfied as described above.
Stock-based Compensation Expense.
Compensation
expense for stock-based awards is measured at the grant date, based
on the estimated fair value of the award, and is recognized as an
expense, typically on a straight-line basis over the
employee’s requisite service period (generally the vesting
period of the equity award) which is generally two to four years.
Compensation expense for awards with
performance conditions that affect vesting is recorded only for
those awards expected to vest or when the performance criteria are
met. The fair value of restricted stock and restricted stock
unit awards is determined by the product of the number of shares or
units granted and the grant date market price of the underlying
common stock. The fair value of stock option and common stock
purchase warrant awards is estimated on the date of grant utilizing
the Black-Scholes-Merton option pricing model. The Company accounts
for forfeitures of awards as they occur.
Grants
of equity-based awards (including warrants) to non-employees in
exchange for consulting or other services are accounted for using
the fair value of the consideration received (i.e., the value of
the goods or services) or the fair value of the equity instruments
issued, whichever is more reliably
measurable.
Determining the fair value of stock-based awards at the grant date
requires significant estimates and judgments, including estimating
the market price volatility of our common stock, determination of
grant dates, future employee stock option exercise behavior and
requisite service periods.
Accounting for Business Combinations
In
connection with the application of purchase accounting for the
acquisition of Framerate, as described above, we estimated the fair
values of the assets acquired and liabilities assumed. A fair
value measurement is determined as the price we would receive to
sell an asset or pay to transfer a liability in an orderly
transaction between market participants at the measurement date. In
the absence of active markets for the identical assets or
liabilities, such measurements involve developing assumptions based
on market observable data and, in the absence of such data,
internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at
the measurement date. In the context of purchase accounting, the
determination of fair value often involves significant judgments
and estimates by management, including the selection of valuation
methodologies, estimates of future revenues, costs and cash flows,
discount rates, and selection of comparable
companies. The estimated fair values reflected in the
purchase accounting rely on management’s judgment and the
expertise of a third-party valuation firm engaged to assist in
concluding on the fair value measurements.
Results of Operations for the Three and Six Months Ended June 30,
2019 and 2018
The
following table sets forth a summary of our statements of
operations for the three and six months ended June 30, 2019 and
2018:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|
|
|
|
|
REVENUES
|
$223,000
|
$358,000
|
$472,000
|
$487,000
|
COST OF REVENUES
|
113,000
|
182,000
|
187,000
|
305,000
|
GROSS PROFIT
|
110,000
|
176,000
|
$285,000
|
$182,000
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
Selling,
marketing and advertising
|
271,000
|
173,000
|
472,000
|
669,000
|
Technology
Platform development
|
682,000
|
558,000
|
1,392,000
|
1,115,000
|
General
and administrative
|
4,662,000
|
3,047,000
|
10,062,000
|
6,137,000
|
Total
operating expenses
|
5,615,0000
|
3,778,000
|
11,926,000
|
7,921,000
|
|
|
|
|
|
NET LOSS FROM OPERATIONS
|
(5,505,000)
|
(3,602,000)
|
(11,641,000)
|
(7,739,000)
|
|
|
|
|
|
OTHER INCOME (EXPENSE), NET
|
-
|
(363,000)
|
(9,933,000)
|
(395,000)
|
|
|
|
|
|
|
$(5,505,000)
|
$(3,963,000)
|
$(21,574,000)
|
$(8,134,000)
|
|
|
|
|
|
For the Three Months Ended June 30, 2019 and 2018
Revenue
|
Three
Months Ended
June
30,
|
|
|
|
|
|
|
|
Brand and Media
Sponsorships
|
$127,000
|
$276,000
|
$(149,000)
|
(54%)
|
Platform-as-a-service
|
91,000
|
-
|
91,000
|
100%
|
Advertising and
content sales
|
-
|
70,000
|
(70,000)
|
(100%)
|
Direct to
Consumer
|
5,000
|
12,000
|
(7,000)
|
(58%)
|
|
$223,000
|
$358,000
|
$(135,000)
|
(38%)
|
Revenue
for the three months ended June 30, 2019 decreased $135,000, or
38%, compared to the three months ended June 30, 2018. The change
in revenues for the periods presented was comprised of the
following:
●
|
Brand and Media Sponsorships. The period over period
decrease in brand and media sponsorship revenue was primarily
attributable to fluctuations in brand and media sponsorship
activities period to period, which is based on the specific
partnership arrangements with activities during a particular
period, the related performance obligations satisfied during the
period, the contractual consideration associated with the
activities during the period and the timing associated with the
execution of new arrangements. Brand and media sponsorship revenues
for the three months ended June 30, 2019 included revenues for our
Red Bull North America, Inc. (“Red Bull”) brand partnership, Red
Bull Allstars experience in April 2019 and our Logitech G Challenge
online tournament completed in April 2019. Brand and media
sponsorship revenues for the three months ended June 30, 2018 was
primarily comprised of revenues from our Logitech, Inc. and Red
Bull brand sponsorships and our June 2018 Red Bull Allstars
experience.
|
●
|
Platform-As-A-Service. We generate PaaS revenues pursuant to
arrangements with brand and media partners, retail venues, game
publishers and broadcasters that allow our partners to run amateur
esports experiences, and or capture specifically curated gameplay
content that is tailored for our partners’ distribution
channels, leveraging and powered by our Super League gaming and
content technology platform. PaaS revenue for the three months
ended June 30, 2019 included revenues from Capcom, Inc. related to
our Street Fighter® V: Arcade Edition partnership and from
Sony related to certain build competitions and related
experiences.
|
●
|
Advertising and Content Sales. Revenues
for the 2018 period presented included revenues from the sale of
gameplay and other content generated by us to Nickelodeon
(third-party broadcaster) to supplement their YouTube channel
programming. We expect to continue to expand our revenue generation
from the sale of our proprietary and third-party content derived
from our technology platform in future periods.
|
●
|
Direct to Consumer. The
decrease in direct to consumer revenue was primarily due to a
decrease in the number of paid experiences offered during the three
months ended June 30, 2019 compared to the prior year quarter. In
the first and second quarter of 2019, we offered experiences that
were free to play, consistent with our strategic focus on
increasing the volume of new gamers and spectators introduced into
our customer funnel to increase the number of registered users on
our platform, drive consumer conversion, and increase the overall
awareness of the Super League brand and technology platform
offerings. We intend to continue to offer a combination of paid and
free to play experiences going forward. During the three months
ended June 30, 2018, we charged tournament fees for,
our
City Champs youth esports league offer. Digital subscription revenues for the three
months ended June 30, 2019 were primarily comprised of subscription
revenues related to our Minehut asset acquisition in June 2018,
which provides various Minecraft server hosting services on a
subscription basis to the Minecraft gaming
community.
|
Cost of Revenue
|
Three Months Ended
June 30,
|
|
|
|
|
|
|
Cost
of revenue
|
$113,000
|
$182,000
|
$(69,000)
|
(38%)
|
Cost of
revenue for the three months ended June 30, 2019 decreased $69,000,
or (38%), compared to the three months ended June 30, 2018,
relatively consistent with the overall change in related revenues
for the same periods. The decrease in cost of sales was also due to
operational efficiencies and lower direct costs incurred for the
three months ended June 30, 2019 for our physical and digital
experiences.
Operating Expenses
|
Three Months Ended
June 30,
|
|
|
|
|
|
|
Selling,
marketing and advertising
|
$271,000
|
$173,000
|
$98,000
|
56%
|
Technology
platform development
|
682,000
|
558,000
|
124,000
|
22%
|
General
and administrative expense
|
4,662,000
|
3,047,000
|
1,615,000
|
53%
|
|
$5,615,000
|
$3,778,000
|
$1,837,000
|
49%
|
Selling, Marketing and
Advertising. The increase in selling, marketing and
advertising expenses was primarily due to an increase in marketing
and promotional experiences during the three months ended June 30,
2019 focused on widening our customer funnel and attracting
increased numbers of registered users to our platform, as described
above. The increase included increased costs related to
influencers, event operations, content capture and other costs to
execute various marketing and promotional in-person experiences
during the 2019 period.
Technology Platform Development.
Technology platform development costs include (i) allocated
personnel costs, including salaries, taxes and benefits related to
our internal software developers and engineers, employed by Super
League, engaged in developing and enhancing our proprietary gaming
and content technology platform, (ii) the amortization of
capitalized internal use software costs primarily comprised of
capitalized costs for third-party contract software development and
engineering resources engaged in developing and enhancing our
proprietary gaming and content technology platform, and (iii) costs
incurred in connection with the testing of our technology platform.
Software development costs incurred to
develop internal-use software during the application development
stage are capitalized and amortized on a straight-line basis over
the software’s estimated useful life, which is generally
three years. The period over period increase primarily reflects an
increase in engineering headcount since the end of the prior year
in connection with the expansion of our engineering and internal
use software development activities.
General and Administrative. General and
administrative expense for the periods presented was comprised of
the following:
|
Three Months Ended
June 30,
|
|
|
|
|
|
|
|
Personnel
costs
|
$1,523,000
|
$1,315,000
|
208,000
|
16%
|
Office
and facilities
|
101,000
|
85,000
|
16,000
|
19%
|
Professional
fees
|
181,000
|
214,000
|
(33,000)
|
(15%)
|
Stock-based
compensation
|
1,799,000
|
827,000
|
972,000
|
118%
|
Depreciation
and amortization
|
55,000
|
211,000
|
(156,000)
|
(74%)
|
Other
|
1,003,000
|
395,000
|
608,000
|
154%
|
Total
general and administrative expense
|
$4,662,000
|
$3,047,000
|
$1,615,000
|
53%
|
A summary of the main drivers of the net increase in general
and administrative expenses for the periods presented is as follows:
●
Increase
in personnel costs due primarily to a 14% increase in average
headcount since the end of the prior year comparable quarter in
connection with the continued expansion of our operations requiring
additional internal resources across our product, operations, and
commercial departments. During each of the three months ended June
30, 2019 and the three months ended June 30, 2018, we had average
full-time equivalent employees of 49 and 43, respectively.
Personnel costs for the three months ended June 30, 2019 also
includes $105,000 of management performance-based bonuses paid in
connection with the achievement of certain performance targets
during the period.
●
Increase
in office and facilities expense due to the increase in leased
office space in June 2018 in connection with the expansion of our
SuperLeagueTV studio operations.
●
Increase
in noncash stock compensation expense primarily due to certain
performance options and warrants previously granted to two of our
executives, which vested during the period upon the achievement of
certain operational performance targets, pursuant to October 2018
amended employee agreements and vesting conditions in the
underlying equity grant agreements. During the three months ended
June 30, 2019, 92,000 of performance-based stock options vested
with an average grant date fair value of $8.50, resulting in
noncash stock compensation expense of $779,000 during the three
months ended June 30, 2019.
●
Increase in other
general and administrative expenses primarily due to a significant
increase in directors and officer's insurance premiums in
connection with the IPO, an increase in other administrative public
company costs, and an increase in variable costs associated with
our cloud-based technology platform.
Other Income (expense)
Other
income (expense), net, was primarily comprised of interest expense
related to convertible notes outstanding during the prior period
presented as follows:
|
Three Months Ended
June 30,
|
|
|
|
|
|
|
|
Accretion
of discount on convertible notes
|
$-
|
$250,000
|
(250,000)
|
(100%)
|
Accrued
interest expense on convertible notes
|
-
|
85,000
|
(85,000)
|
(100%)
|
Accretion
of convertible note issuance costs
|
-
|
28,000
|
(28,000)
|
(100%)
|
|
$
|
$363,000
|
$(363,000)
|
(100%)
|
Interest Expense. Interest expense for
the periods presented primarily relates to the issuance of 9.00%
secured convertible promissory notes, commencing in February 2018
through August 2018, as described below under Liquidity and Capital Resources.
Principal and interest as of February 27, 2019, the closing date of
the IPO and December 31, 2018 totaled $13,793,000 and $13,606,000,
respectively. Concurrent with the
closing of the IPO on February 27, 2019, in accordance with the
related agreements, all outstanding principal and interest
for the 9.00% convertible notes outstanding was automatically
converted into 1,475,164 shares of the Company’s common stock
at a conversion price of $9.35. As of and subsequent to
February 27, 2019, there was no debt outstanding.
For the Six Months Ended June 30, 2019 and 2018
Revenue
|
Six
Months Ended
June
30,
|
|
|
|
|
|
|
|
Brand and Media
Sponsorships
|
$198,000
|
$366,000
|
$(168,000)
|
(46%)
|
Platform-as-a-service
|
258,000
|
-
|
258,000
|
100%
|
Advertising and
content sales
|
-
|
70,000
|
(70,000)
|
(100%)
|
Direct to
Consumer
|
16,000
|
51,000
|
(35,000)
|
(69%)
|
|
$472,000
|
$487,000
|
$(15,000)
|
(3%)
|
Revenue
for the six months ended June 30, 2019 decreased $15,000, or 3%,
compared to the six months ended June 30, 2018. The change in
revenues for the periods presented was comprised of the
following:
●
|
Brand and Media Sponsorships. Period over period
changes in brand and media sponsorship revenue are typically
attributable to fluctuations in brand and media sponsorship
activities period to period, which is based on the specific
partnership arrangements with activities during a particular
period, the related performance obligations satisfied during the
period and the contractual consideration associated with the
activities during the period. Brand and media sponsorship revenues
for the six months ended June 30, 2019 included revenues for our
Red Bull North America, Inc. (“Red Bull”) brand
partnership, Red Bull Allstars experience in April 2019, and our
Logitech G Challenge and Play/Train/Win online tournaments held or
completed during the second quarter of 2019. Brand and media
sponsorship revenues for the three months ended June 30, 2018 was
primarily comprised of revenues from our Logitech, Inc. and Red
Bull brand sponsorships and our 2018 Red Bull Allstars
experience.
|
●
|
Platform-As-A-Service. We generate PaaS revenues pursuant to
arrangements with brand and media partners, retail venues, game
publishers and broadcasters that allow our partners to run amateur
esports experiences, and or capture specifically curated gameplay
content that is tailored for our partners’ distribution
channels, leveraging and powered by our Super League gaming and
content technology platform. PaaS revenue for the six months ended
June 30, 2019 included revenues for our Samsung Fortnite event held
in New York in March 2019, from Capcom, Inc. related to our Street
Fighter® V: Arcade Edition partnership and from Sony related
to certain build competitions and related experiences.
|
●
|
Advertising and Content Sales. Revenues for the 2018 period
presented included revenues from the sale of gameplay and other
content generated by us to Nickelodeon
(third-party broadcaster) to supplement their YouTube channel
programming. We expect to continue to expand our revenue generation
from the sale of our proprietary and third-party content derived
from our technology platform in future periods.
|
●
|
Direct to Consumer. The
decrease in direct to consumer revenue was primarily due to a
decrease in the number of paid events held during the six months
ended June 30, 2019 as compared to the prior year period. During
the six months ended June 30, 2019, we held events that were free
to play, consistent with our strategic focus on increasing the
volume of new gamers and spectators introduced into our customer
funnel to increase the number of registered users on our platform,
drive consumer conversion, and increase the overall awareness of
the Super League brand and technology platform offerings. We intend
to continue to offer a combination of paid and free to play
experiences going forward. During
the six months ended June 30, 2018, we charged tournament fees for,
two of our City Champs amateur esports competition offers.
Digital subscription revenues for the
six months ended June 30, 2019 were primarily comprised of
subscription revenues related to our Minehut asset acquisition in
June 2018, which provides various Minecraft server hosting services
on a subscription basis to the Minecraft gaming
community.
|
Cost of Revenue
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
Cost
of revenue
|
$187,000
|
$305,000
|
$(118,000)
|
(39%)
|
Cost of
revenue for the six months ended June 30, 2019 decreased $118,000,
or (39%), compared to the six months ended June 30, 2018, as
compared to a 3% decrease in revenues for the same periods. The
change in cost of sales was primarily due to operational
efficiencies and lower direct costs incurred for the six months
ended June 30, 2019 for our physical and digital
experiences.
Operating Expenses
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
Selling,
Marketing and Advertising
|
$472,000
|
$669,000
|
$(197,000)
|
(29%)
|
Technology
Platform Development
|
1,392,000
|
1,115,000
|
277,000
|
25%
|
General
and Administrative
|
10,062,000
|
6,137,000
|
3,925,000
|
64%
|
Total
operating expenses
|
$11,926,000
|
$7,921,000
|
$4,005,000
|
51%
|
Selling, Marketing and Advertising. The
decrease in selling, marketing and advertising expenses was
primarily due to the decrease in amortization of noncash in-kind
advertising costs, totaling $295,000, which were initially
capitalized pursuant to a June 2017 third-party investment
agreement. The investment agreement included in-kind advertising
for use in future periods, valued at $1.0 million, as a component
of the consideration paid to us in exchange for equity in the
Company. This prepaid advertising cost was amortized over an
18-month period ending as of December 31, 2018. The decrease was
partially offset by an increase in marketing expense due to an
increase in marketing and promotional experiences during the six
months ended June 30, 2019 focused on widening our customer funnel
and attracting increased numbers of registered users to our
platform as described above. The increase included increased costs
related to influencers, event operations, content capture and other
costs to execute various marketing and promotional experiences
during the period.
Technology Platform Development.
Technology platform development costs include (i) allocated
personnel costs, including salaries, taxes and benefits related to
our internal software developers and engineers, employed by Super
League, engaged in developing and enhancing our proprietary gaming
and content technology platform, (ii) the amortization of
capitalized internal use software costs primarily comprised of
capitalized costs for third-party contract software development and
engineering resources engaged in developing and enhancing our
proprietary gaming and content technology platform, and (iii) costs
incurred in connection with the testing of our technology platform.
Software development costs incurred to
develop internal-use software during the application development
stage are capitalized and amortized on a straight-line basis over
the software’s estimated useful life, which is generally six
years. The period over period increase primarily reflects an
increase in engineering headcount since the end of the prior year
in connection with the expansion of our engineering and internal
use software development activities.
General and Administrative. General and
administrative expense for the periods presented was comprised of
the following:
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
Personnel
costs
|
$2,895,000
|
$2,587,000
|
308,000
|
12%
|
Office
and facilities
|
205,000
|
169,000
|
36,000
|
21%
|
Professional
fees
|
391,000
|
495,000
|
(104,000)
|
(21%)
|
Stock-based
compensation
|
4,529,000
|
1,688,000
|
2,841,000
|
168%
|
Depreciation
and amortization
|
313,000
|
420,000
|
(107,000)
|
(25%)
|
Other
|
1,729,000
|
778,000
|
951,000
|
122%
|
Total
general and administrative expense
|
$10,062,000
|
$6,137,000
|
$3,925,000
|
64%
|
A summary of the main drivers of the net increase in general
and administrative expenses for the periods presented is as follows:
●
Personnel
costs for the six months ended June 30, 2019 included approximately
$405,000 of management performance-based bonuses paid in connection
with the achievement of certain performance targets during the 2019
period, including the closing of the IPO and other operational
performance targets. Excluding the impact of performance-based
bonuses, other personnel costs included in general and
administrative expenses were relatively flat for the periods
presented.
●
Increase
in office and facilities expense due to the increase in leased
office space commencing in June 2018 in connection with the
expansion of our SuperLeagueTV studio operations.
●
Increase
in noncash stock compensation expense primarily due to certain
performance options and warrants previously granted to two of our
executives, which vested upon the achievement of certain
performance targets, pursuant to October 2018 amended employee
agreements and vesting conditions in the underlying equity grant
agreements. Performance targets included the completion of our IPO
in February 2019 and other operational performance targets. During
the six months ended June 30, 2019, 300,000 of performance-based
stock options and warrants vested with a weighted-average grant
date fair value of $8.50, resulting in noncash stock compensation
expense of $2,549,000 during the six months ended June 30,
2019.
●
Increase in other
general and administrative expenses primarily due to a significant
increase in directors and officer's insurance premiums in
connection with our February 2019 IPO, an increase in other
administrative public company costs, and an increase in variable
costs associated with our cloud-based technology
platform.
Other Income (expense)
Other
income (expense), net, was primarily comprised of interest expense
related to the convertible notes outstanding during the periods
presented as follows:
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
|
Accretion
of discount on convertible notes
|
$2,475,000
|
$270,000
|
2,205,000
|
>300%
|
Accrued
interest expense on convertible notes
|
187,000
|
99,000
|
88,000
|
89%
|
Accretion
of convertible note issuance costs
|
209,000
|
28,000
|
181,000
|
>300%
|
Beneficial
conversion feature
|
7,067,000
|
-
|
7,067,000
|
100%
|
|
$9,938,000
|
$397,000
|
$9,541,000
|
>300%
|
Interest Expense. Interest expense for
the periods presented primarily relates to the issuance of 9.00%
secured convertible promissory notes, commencing in February 2018
through August 2018, as described below under Liquidity and Capital Resources.
Principal and interest as of February 27, 2019, the closing date of
the IPO and December 31, 2018 totaled $13,793,000 and $13,606,000,
respectively. Concurrent with the
closing of the IPO on February 27, 2019, in accordance with the
related agreements, all outstanding principal and interest
for the 9.00% convertible notes outstanding was automatically
converted into 1,475,164 shares of the Company’s common stock
at a conversion price of $9.35. As of and subsequent to February
27, 2019, there was no debt outstanding. As
a result of the automatic conversion of the 2018 Notes (defined
below) and the application of conversion accounting, the Company
recorded an immediate charge to interest expense of $1,384,000,
representing the write-off of the unamortized balance of
debt discounts associated with the 2018 warrants and cash
commissions and warrants issued to third parties. Unamortized debt
discounts at June 30, 2019 and December 31, 2018 totaled $0 and
$2,684,000, respectively.
The
non-detachable conversion feature embedded in the 2018 Notes
provides for a conversion rate that was below market value at the
commitment date, and therefore, represented a beneficial conversion
feature (“BCF”). The BCF is generally
recognized separately at issuance by allocating a portion of the
debt proceeds equal to the intrinsic value of the BCF to additional
paid-in capital. The resulting convertible debt discount is
recognized as interest expense using the effective yield method.
However, the conversion feature associated with the 2018 Notes was
not exercisable until the consummation of an initial public
offering by the Company of its common stock, and therefore, was not
required to be recognized in earnings until the IPO related
contingency was resolved, which occurred on the IPO Closing Date.
The commitment date is the IPO Closing Date and the commitment date
stock price was $11.00 per share. The intrinsic value of the BCF on
the IPO Closing Date, which was limited to the net proceeds
allocated to the debt on a relative fair value basis, was
approximately $7,067,000, and was reflected as additional interest
expense in the condensed statement of operations for the six months
ended June 30, 2019.
Liquidity and Capital Resources
General
Our primary sources of liquidity to date have been
net proceeds from equity and debt financings, including the
proceeds from our IPO. Our management believes that our cash
balances will be sufficient to meet our cash requirements through
at least August 2020. We may, however, encounter unforeseen
difficulties that may deplete our capital resources more rapidly
than anticipated, including those set forth under the
heading “Risk
Factors” included in Part
II, Item IA of this Quarterly Report on Form 10-Q. Any efforts to
seek additional funding could be made through issuances of equity
or debt, or other external financing. However,
additional funding may not be available on favorable terms, or at
all. The capital and credit markets have experienced extreme
volatility and disruption periodically and such volatility and
disruption may occur in the future. If we fail to obtain
additional financing when needed, we may not be able to execute our
business plans and our business may suffer.
We
are focused on expanding our service offerings through internal
development, collaborations, and through strategic acquisitions. We
are continually evaluating potential asset acquisitions and
business combinations. To finance such acquisitions, we might raise
additional equity capital, incur additional debt, or
both.
Cash Flows for the Six Months Ended June 30, 2019 and
2018
The following table summarizes the change in cash balances
for the periods presented:
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
Net
cash used in operating activities
|
$(6,883,000)
|
$(5,494,000)
|
Net
cash used in investing activities
|
(2,189,000)
|
(242,000)
|
Net
cash provided by financing activities
|
22,478,000
|
4,812,000
|
Increase
(decrease) in cash
|
13,406,000
|
(924,000)
|
Cash
at beginning of period
|
2,774,000
|
1,709,000
|
Cash
at end of period
|
$16,180,000
|
$785,000
|
Cash Flows from Operating
Activities. Net cash used in
operating activities during the six months ended June 30, 2019
was $6,883,000, which primarily reflected our net GAAP loss
of $21,574,000, net of adjustments to reconcile net GAAP loss
to net cash used in operating activities of $14,691,000, which
included $4,529,000 of noncash stock compensation charges,
$2,871,000 of noncash accrued interest and accretion of debt
discount, $7,067,0000 of noncash interest expense related to the
recognition of the beneficial conversion feature upon the automatic
conversion of the 2018 Notes upon close of the IPO, and
depreciation and amortization of $485,000. Changes in working
capital primarily reflected the impact of the prepayment of
increased directors and officer’s insurance premiums in
connection with the consummation of our IPO and the settlement of
payables in the ordinary course. Net cash used in operating
activities during the six months ended June 30, 2018 was
$5,494,000, which primarily reflected our net loss of $8,134,000,
net of adjustments to reconcile net loss to net cash used in
operating activities of $2,640,000, which included $1,688,000 of
non-cash stock compensation, noncash amortization of prepaid
in-kind advertising totaling $295,000 and $536,000 of non-cash
depreciation and amortization charges. Changes in working capital
primarily reflected increases in receivables and the settlement of
payables in the ordinary course of business during the
period.
Cash Flows from Investing
Activities. Cash flows from
investing activities were comprised of the following for the
periods presented:
|
Six Months Ended
June 30,
|
|
|
|
|
|
Cash
paid for acquisition of Framerate
|
$(1,491,000)
|
$-
|
Purchase
of property and equipment
|
(33,000)
|
(135,000)
|
Capitalization
of software development costs
|
(560,000)
|
(80,000)
|
Acquisition
of other intangible and other assets
|
(105,000)
|
(27,000)
|
Net cash used in investing activities
|
$(2,189,000)
|
$(242,000)
|
Acquisition
of Framerate. On June 3, 2019, the Company and
Merger Sub, entered into
the Merger
Agreement with Framerate,
pursuant to which Framerate merged with and into Merger Sub, with
Merger Sub continuing as the surviving corporation. The Acquisition
was consummated on the Effective Date when the certificate of
merger of Merger Sub and Framerate was filed with the Secretary of
State of the State of Delaware. As consideration for the
Acquisition, we ratably paid and/or issued to the former
shareholders of Framerate an aggregate of $1.5 million in cash and
$1.0 million worth of shares of our common stock, par value $0.001
per share, at a price per share of $7.4395, which price is equal to
the volume weighted average price of our common stock over the five
trading days preceding the date of the Merger Agreement, as
reported on the Nasdaq Capital Market.
In
addition to the issuance of the Closing Shares, the Merger
Agreement provides for the issuance of up to an additional $980,000
worth of shares of our common stock at the same price per share as
the Closing Shares in the event Framerate achieves certain
performance-based milestones during the two-year period following
the closing of the Acquisition, or June 6, 2021. One-half of the
Earn-Out Shares will be issuable on the one-year anniversary of the
Effective Date, and the remaining one-half will be issuable on the
second anniversary of the Effective Date.
The
Acquisition was approved by the board of directors of each of Super
League Gaming, Inc. and Framerate, and was approved by the
stockholders of Framerate.
Cash Flows from Financing
Activities. Cash flows from
financing activities were comprised of the following for the
periods presented:
|
Six Months Ended
June 30,
|
|
|
|
|
|
|
Proceeds
from issuance of common stock, net of issuance costs
|
$22,458,000
|
$-
|
Proceeds
from convertible notes payable, net of issuance cost
|
-
|
4,812,000
|
Proceeds
from common stock purchase warrant exercises
|
20,000
|
-
|
Net cash provided by financing activities
|
$22,478,000
|
$4,812,000
|
Initial Public
Offering. On February 27, 2019,
we completed our IPO, pursuant to which we issued and sold an
aggregate of 2,272,727 shares of our common stock at a public
offering price of $11.00 per share. We raised net proceeds of
approximately $22,458,000 after deducting underwriting discounts,
commissions and other offering costs of $2,542,00. We currently
intend to use the net proceeds received from the offering for
working capital and general corporate purposes, including sales and marketing activities, product
development and capital expenditures. We may also use a portion of
the net proceeds for the acquisition of, or investment in,
technologies, solutions or businesses that may compliment or
business and or accelerate or growth. The amounts and timing of our
actual expenditure, including expenditure related to sales and
marketing and product development will depend on numerous factors,
including the status of our product development efforts, our sales
and marketing activities, expansion internationally, the amount of
cash generated or used by our operations, competitive pressures and
other factors described under “Risk Factors” in our
Prospectus filed pursuant to Rule 424(b) under the Securities Act
with the SEC on February 27, 2019, as well as Item II, Part 1A of
this Report. Our management has broad discretion in the application
of the net proceeds, and investors will be relying on our judgment
regarding the application of the net proceeds from the
IPO.
Concurrent with the closing of the IPO on February
27, 2019, in accordance with the related agreements, all
outstanding principal and interest for the 9.00% convertible notes
outstanding, totaling $13,793,000, was automatically converted into
1,475,164 shares of the Company’s common stock at a
conversion price of $9.35. As of June 30, 2019, there is no debt
outstanding.
Pursuant to the related
underwriting agreement, in connection with the completion of the
IPO, for the purchase price of $50.00, we issued a warrant to
purchase shares of our common stock equal to 3.0% of the shares
sold in the IPO, or 68,182 shares, at an exercise price of $11.00
per share (the “Underwriters’
Warrants”). The
Underwriters’ Warrants are exercisable during the period
commencing from the date of the close of the IPO and ending five
years from the closing date of the IPO. The Underwriters’
Warrants represent additional noncash offering costs, with an
estimated grant date fair value of $547,000, which was reflected in
additional-paid-in capital when issued and as a corresponding
offering cost in the condensed statement of shareholders equity for
the six months ended June 30, 2019.
Convertible Debt Issuances. In February
and April 2018, we issued 9.00% secured convertible promissory
notes with a collective face value of $3,000,000 (the
“Initial 2018
Notes”). The Initial 2018 Notes (i) accrued simple
interest at the rate of 9.00% per annum, (ii) matured on the
earlier of December 31, 2018 or the close of a $15,000,000 equity
financing (“Qualifying
Equity Financing”) by us, and (iii) all outstanding
principal and accrued interest was automatically convertible into
equity or equity-linked securities sold in a Qualifying Equity
Financing based upon a conversion rate equal to (x) a 10% discount
to the price per share of a Qualifying Equity Financing, with (y) a
floor of $10.80 per share. In addition, the holders of the Initial
2018 Notes were collectively issued warrants to purchase
approximately 55,559 shares of common stock, at an exercise price
of $10.80 per share and a term of five years (the
“Initial 2018
Warrants”).
In May through August 2018, we issued additional
9.00% secured convertible promissory notes with a collective face
value of $10,000,000 (the “Additional 2018
Notes”). In May 2018, all
of the Initial 2018 Notes and related accrued interest, totaling
$3,056,182, were converted into the Additional 2018 Notes,
resulting in an aggregate principal amount of $13,056,182
(hereinafter collectively, the “2018 Notes”). The holders of the converted Initial
2018 Notes retained their respective Initial 2018
Warrants
The 2018 Notes (i) accrued simple interest at the
rate of 9.00% per annum, (ii) matured on the earlier of the closing
of an IPO
of our common stock on a national
securities exchange or April 30, 2019, and (iii) all outstanding
principal and accrued interest was automatically convertible into
shares of common stock upon the closing of an IPO at the lesser of
(x) $10.80 per share or (y) a 15% discount to the price per share
of the IPO. In addition, the holders of the 2018 Notes were
collectively issued 1,396,383 warrants to purchase common
stock equal to 100% of the aggregate principal amount of the 2018
Notes divided by $9.35 per share (the “2018
Warrants”). The number of
2018 Warrants ultimately issued is subject to adjustment upon the
closing of an IPO and will be determined by dividing 100% of the
face value of the 2018 Notes by the lesser of (x) $10.80 per share
or (y) a 15% discount to the price per share of the IPO. The 2018
Warrants are exercisable for a term of five years, commencing on
the close of an IPO, at an exercise price equal to the lesser of
(x) $10.80 per share or (y) a 15% discount to the IPO price per
share and are callable at our election at any time following the
closing of an IPO.
Refer
to Note 6 to the accompany
condensed financial statements elsewhere in this Report for
additional information.
Contractual Obligations
As of June 30, 2019, we had no significant commitments for capital
expenditures, nor do we have any committed lines of credit,
noncancelable operating leases obligations, other committed funding
or long-term debt, and no guarantees. The operating lease
for our corporate headquarters expired on May 31, 2017 and was
subsequently amended to operate on a month-to-month
basis.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any off-balance sheet financial
guarantees or other off-balance sheet commitments to
guarantee the payment obligations of any third parties. We have not
entered into any derivative contracts that are indexed to our
shares and classified as stockholder’s equity or that are not
reflected in our financial statements included elsewhere in this
prospectus. Furthermore, we do not have any retained or contingent
interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity.
We do not have any variable interest in any unconsolidated entity
that provides financing, liquidity, market risk or credit support
to us or engages in leasing, hedging or product development
services with us.
Recent Accounting Pronouncements
Refer to Note 2 to the accompany condensed financial statements
contained elsewhere in this
Report.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS
In the
ordinary course of our business, we are not currently exposed to
market risk of the sort that may arise from changes in interest
rates or foreign currency exchange rates, or that may otherwise
arise from transactions in derivatives.
ITEM 4. CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of
1934, as amended, (the “Exchange
Act”) our Chief Executive
Officer (“CEO”) and our Chief Financial Officer
(“CFO”) conducted an evaluation as of the end of
the period covered by this Quarterly Report on Form 10-Q, of the
effectiveness of our disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on
that evaluation, our CEO and our CFO each concluded that our
disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed in
the reports that we file or submit under the Exchange Act, (i) is
recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules
and forms and (ii) is accumulated and communicated to our
management, including our CEO and our CFO, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting identified in management’s evaluation pursuant to
Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period
covered by this Report that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
|
None.
Investing in our common stock involves a high degree of risk. You
should carefully consider the risks described below, as well as the
other information in this Quarterly Report on Form 10-Q, including
our financial statements and the related notes thereto and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” before deciding whether
to invest in our common stock. The occurrence of any of the events
or developments described below could harm our business, financial
condition, operating results, and growth prospects. In such an
event, the market price of our common stock could decline, and you
may lose all or part of your investment. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial also may impair our business operations.
Risks Related to Our Business and Industry
We have incurred significant losses since our inception, and we may
continue to experience losses in the future.
We incurred net losses of $21.6 million and $20.6 million during
the six months ended June 30, 2019 and the year ended December 31,
2018, respectively. Noncash expenses (excluding depreciation
and amortization of fixed and intangible assets) totaled $14.5
million and $8.9 million for the six months ended June 30, 2019 and
the year ended December 31, 2018, respectively. As of June 30,
2019, we had an accumulated deficit of $76.7 million. Moreover, the
report of our independent registered public accounting firm to the
financial statements for our fiscal year ended December 31, 2018,
included Prospectus filed pursuant to Rule 424(b) under the
Securities Act with the SEC on February 27, 2019, contains an
explanatory paragraph stating that our recurring losses from
operations, accumulated deficit and cash used in operating
activities raise substantial doubt about our ability to continue as
a going concern. We cannot predict if we will achieve profitability
soon or at all. We expect to continue to expend substantial
financial and other resources on, among other things:
●
investments
to expand and enhance our esports technology platform and
technology infrastructure, make improvements to the scalability,
availability and security of our platform, and develop new
offerings;
●
sales
and marketing, including expanding our customer acquisition and
sales organization and marketing programs, and expanding our
programs directed at increasing our brand awareness among current
and new customers;
●
investments
in bandwidth to support our video streaming
functionality;
●
contract
labor costs and other expenses to host our leagues and
tournaments;
●
costs
to retain and attract gamers and license first tier game titles,
grow our online gamer community and generally expand our business
operations;
●
hiring
additional employees;
●
expansion
of our operations and infrastructure, both domestically and
internationally; and
●
general
administration, including legal, accounting and other expenses
related to being a public company.
We may not generate sufficient revenue to offset such costs to
achieve or sustain profitability in the future. We expect to
continue to invest heavily in our operations, our online and in
person experiences, business development related to game
publishers, advertisers, sponsors and gamer acquisition, to
accelerate as well as maintain our current market position, support
anticipated future growth and to meet our expanded reporting and
compliance obligations as a public company.
We expect operating losses to continue in the near term in order to
carry out our strategic objectives. We consider historical
operating results, capital resources and financial position, in
combination with current projections and estimates, as part of our
plan to fund operations over a reasonable period of
time.
We believe our current cash, net proceeds from debt issuances and
our IPO will be sufficient to fund our working capital requirements
beyond the next 12 months. This belief assumes, among other things,
that we will continue to be successful in implementing our business
strategy and that there will be no material adverse developments in
the business, liquidity or capital requirements. If one or more of
these factors do not occur as expected, it could have a material
adverse impact on our activities, including (i) reduction or delay
of our business activities, (ii) forced sales of material assets,
(iii) defaults on our obligations, or (iv) insolvency. Our planned
investments may not result in increased revenue or growth of our
business. We cannot assure you that we will be able to generate
revenue sufficient to offset our expected cost increases and
planned investments in our business and platform. As a result, we
may incur significant losses for the foreseeable future, and may
not be able to achieve and/or sustain profitability. If we fail to
achieve and sustain profitability, then we may not be able to
achieve our business plan, fund our business or continue as a going
concern. The financial statements included in this Quarterly Report
on Form 10-Q do not contain any adjustments which might be
necessary if we were unable to continue as a going
concern.
We are a relatively young company, and we may not be able to
sustain our rapid growth, effectively manage our anticipated future
growth or implement our business strategies.
We have a limited operating history. Although we have experienced
significant growth since our gaming platform for amateur online and
in person gaming experiences was launched, and we established our
amateur city leagues, tournaments and competitions, our historical
growth rate may not be indicative of our future performance due to
our limited operating history and the rapid evolution of our
business model, including a focus on direct to consumer-based
gaming. We may not be able to achieve similar results or accelerate
growth at the same rate as we have historically. As our amateur
city leagues, tournaments and competitions continue to develop, we
may adjust our strategy and business model to adapt. These
adjustments may not achieve expected results and may have a
material and adverse impact on our financial condition and results
of operations.
In addition, our rapid growth and expansion have placed, and continue to
place, significant strain on our management and resources. This
level of significant growth may not be sustainable or achievable at
all in the future. We believe that our continued growth will depend
on many factors, including our ability to develop new sources of
revenues, diversify monetization methods including our direct to
consumer offerings, attract and retain competitive gamers, increase
engagement, continue developing innovative technologies,
tournaments and competitions in response to shifting demand in
esports and online gaming, increase brand awareness, and expand
into new markets. We cannot assure you that we will achieve any of
the above, and our failure to do so may materially and adversely
affect our business and results of operations.
We are subject to risks associated with operating in a rapidly
developing industry and a relatively new market.
Many elements of our business are unique, evolving and relatively
unproven. Our business and prospects depend on the continuing
development of live streaming of competitive esports gaming. The
market for esports and amateur online gaming competition is
relatively new and rapidly developing and are subject to
significant challenges. Our business relies upon our ability to
cultivate and grow an active gamer community, and our ability to
successfully monetize such community through tournament fees,
digital subscriptions for our esports gaming services, and
advertising and sponsorship opportunities. In addition, our
continued growth depends, in part, on our ability to respond to
constant changes in the esports gaming industry, including rapid
technological evolution, continued shifts in gamer trends and
demands, frequent introductions of new games and titles and the
constant emergence of new industry standards and practices.
Developing and integrating new games, titles, content, products,
services or infrastructure could be expensive and time-consuming,
and these efforts may not yield the benefits we expect to achieve
at all. We cannot assure you that we will succeed in any of these
aspects or that the esports gaming industry will continue to grow
as rapidly as it has in the past.
We generate a portion of our revenues from advertising and
sponsorship. If we fail to attract more advertisers and sponsors to
our gaming platform or tournaments or competitions, or if
advertisers or sponsors are less willing to advertise with or
sponsor us, our revenues may be adversely affected.
We generate a growing portion of our revenues from advertising and
sponsorship, which we expect to further develop and expand in the
near future as online viewership of our esports gaming offerings
expand. Our revenues from advertising and sponsorship partly depend
on the continual development of the online advertising industry and
advertisers’ willingness to allocate budgets to online
advertising in the esports gaming industry. In addition, companies
that decide to advertise or promote online may utilize more
established methods or channels, such as more established internet
portals or search engines, over advertising on our gaming platform.
If the online advertising and sponsorship market does not continue
to grow, or if we are unable to capture and retain a sufficient
share of that market, our ability to increase our current level of
advertising and sponsorship revenue and our profitability and
prospects may be materially and adversely affected.
Furthermore, our core and long-term priority of optimizing the
gamer experience and satisfaction may limit our gaming
platform’s ability to generate revenues from advertising and
sponsorship. For example, in order to provide our gamers with an
uninterrupted competitive gaming experience, we do not place
significant amounts of advertising on our streaming interface or
insert pop-up advertisements during streaming. While this
decision could adversely affect our operating results in the
short-term, we believe it enables us to provide a superior gamer
experience on our gaming platform, which will help us expand and
maintain our current base of gamers and enhance our monetization
potential in the long-term. However, this philosophy of putting our
gamers first may also negatively impact our relationships with
advertisers, sponsors or other third parties, and may not result in
the long-term benefits that we expect, in which case the success of
our business and operating results could be harmed.
Our revenue model may not remain effective and we cannot guarantee
that our future monetization strategies will be successfully
implemented or generate sustainable revenues and
profit.
We generate revenues from advertising and sponsorship of our league
tournaments, and through the operation of our live streaming gaming
platform using a revenue model whereby gamers can get free access
to certain live streaming of amateur tournaments, and gamers pay
fees to compete in league competition. We have generated, and
expect to continue to generate, a substantial portion of revenues
using this revenue model in the near term. We are, however,
particularly focused on implementing a direct to consumer model for
our expanding gamer base. Although our business has experienced
significant growth in recent years, there is no guarantee that our
direct to consumer packages will gain significant traction to
maximize our growth rate in the future, as the demand for our
offerings may change, decrease substantially or dissipate, or we
may fail to anticipate and serve gamer demands
effectively.
The loss of or a substantial reduction in activity by one or more
of our largest customers and/or vendors could materially and
adversely affect our business, financial condition and results of
operations.
During the six months ended June 30, 2019 and the year ended
December 31, 2018, (i) four customers accounted for 98% of our
revenue and four customers accounted for 82%, respectively, (ii)
three customers accounted for 86% and 96% of accounts receivable,
respectively, and (iii) three vendors accounted for 38%
and 43% of accounts payable,
respectively. The loss of or a substantial reduction in activity by
one or more of our largest customers could materially and adversely
affect our business, financial condition and results of
operations.
Our marketing and advertising efforts may fail to resonate with
amateur gamers.
Our amateur city league tournaments and competitions are marketed
through a diverse spectrum of advertising and promotional programs
such as online and mobile advertising, marketing through websites,
event sponsorship and direct communications with our gaming
community including via email, blogs and other electronic means. An
increasing portion of our marketing activity is taking place on
social media platforms that are either outside, or not totally
within, our direct control. Changes to gamer preferences,
marketing regulations, privacy and data protection laws, technology
changes or service disruptions may negatively impact our ability to
reach target gamers. Our ability to market our amateur city league
tournaments and competitions is dependent in part upon the success
of these programs. If the marketing for our amateur city league
tournaments and competitions fails to resonate and expand with the
gamer community, or if advertising rates or other media placement
costs increase, our business and operating results could be
harmed.
We have a unique community culture that is vital to our success.
Our operations may be materially and adversely affected if we fail
to maintain this community culture as we expand in our addressable
gamer communities.
We have cultivated an interactive and vibrant online social gamer
community centered around amateur online and in person gaming. We
ensure a superior gamer experience by continuously improving the
user interface and features of our gaming platform along with
offering a multitude of competitive and recreational gaming
experiences with first tier esports games. We believe that
maintaining and promoting a vibrant community culture is critical
to retaining and expanding our gamer community. We have taken
multiple initiatives to preserve our community culture and values.
Despite our efforts, we may be unable to maintain our community
culture and cease to be the preferred platform for our target
gamers as we expand our gamer footprint, which would be detrimental
to our business operations.
The amateur esports gaming industry is intensely competitive.
Gamers may prefer our competitors’ amateur leagues,
competitions or tournaments over our own.
Competition in the amateur esports gaming industry generally is
intense. Our competitors range from established leagues and
championships owned directly, as well as leagues franchised by,
well known and capitalized game publishers and developers,
interactive entertainment companies and diversified media companies
to emerging start-ups, and we expect new competitors to continue to
emerge throughout the amateur esports gaming ecosystem. If our
competitors develop and launch competing amateur city leagues,
tournaments or competitions, or develop a more successful amateur
online gaming platform, our revenue, margins, and profitability
will decline.
The amateur esports gaming industry is very “hit”
driven. We may not have access to “hit” games or
titles.
Select game titles dominate competitive amateur esports and online
gaming, and many new games titles are regularly introduced in each
major industry segment (console, mobile and PC free-to-download).
Despite the number of new entrants, only a very few
“hit” titles account for a significant portion of total
revenue in each segment.
The size and engagement level of our online and
in person gamers are critical to our success and are
closely linked to the quality and popularity of the esports game
publishers with which we have licenses. Esports game publishers on
our gaming platform, including those who have entered into license
agreements with us, may leave us for other gaming platforms or
amateur leagues which may offer better competition, and terms and
conditions than we do. Furthermore, we may lose esports game
publishers if we fail to generate the number of gamers to our
amateur tournaments and competitions expected by such publishers.
In addition, if popular esports game publishers cease to license
their games to us, or our live streams fail to attract gamers, we
may experience a decline in gamer traffic, direct to consumer
opportunities and engagement, which may have a material and adverse
impact on our results of operations and financial
conditions.
Although we have entered into multi-year agreements with certain
publishers, if we fail to license multiple additional
“hit” games or any of our existing
licensed esports game publishers with which we currently have
a license decide to breach the license agreement or choose not to
continue with us once the term of the license agreement expires,
the popularity of our amateur city leagues, tournaments and
competitions may decline and the number of our gamers may decrease,
which could materially and adversely affect our results of
operations and financial condition.
In addition to the esports games we have licensed, we must continue
to attract and retain the most popular esports gaming titles in
order to maintain and increase the popularity of our amateur city
leagues, tournaments and competitions, and ensure the sustainable
growth of our gamer community. We must continue to identify and
enter into license agreements with esports gaming publishers
developing “hit’ games that resonate with our community
on an ongoing basis. We cannot assure you that we can continue to
attract and retain the same level of first-tier esports game
publishers and our ability to do so is critical to our future
success.
We have not entered into definitive license agreements with certain
game publishers that we currently have relationships with, and we
may never do so.
Although we have relationships with Supercell, Epic Games, Tencent
America and Capcom for experiences involving Clash Royale,
Fortnite, PUBG and Street Fighter® V: Arcade
Edition, respectively, we currently do
not have definitive license agreements in place with respect to
these relationships. We currently anticipate that we will enter
into license agreements with both parties in the future, however no
assurances can be given as to when we will be able to come to terms
agreeable to both parties, if ever. In the event that we are not
able to come to mutually agreeable terms and enter into definitive
license agreements with Supercell, Epic Games, Tencent America and/or Capcom,
they may unilaterally choose to discontinue their relationship with
the Company, thereby preventing us from offering experiences on our
platform using Clash Royale Fortnite, PUBG and/or Street
Fighter® V: Arcade Edition, as
the case may be. Should Supercell, Epic Games, Tencent America and/or Capcom
choose not to allow us to offer experiences involving Clash Royale,
Fortnite, PUBG and/or Street
Fighter® V: Arcade Edition to our
users, the popularity of our amateur city leagues, tournaments
and competitions may decline and the number of our gamers may
decrease, which could materially and adversely affect our results
of operations and financial condition.
If we fail to keep our existing gamers highly engaged, to acquire
new gamers, to successfully implement a direct to consumer model
for our gaming community, our business, profitability and prospects
may be adversely affected.
Our success depends on our ability to maintain and grow the number
of amateur gamers attending and participating in our in-person and
online tournaments and competitions, and using our gaming platform,
and keeping our gamers highly engaged. Of particular importance is
the successful deployment and expansion of our direct to consumer
model to our gaming community for purposes of creating predictable
recurring revenues.
In order to attract, retain and engage amateur gamers and remain
competitive, we must continue to develop and expand our city
leagues, including internationally, produce engaging tournaments
and competitions, successfully license the newest “hit”
esports games and titles, implement new technologies and
strategies, improve features of our gaming platform and stimulate
interactions in our gamer community.
A decline in the number of our amateur gamers in our ecosystem may
adversely affect the engagement level of our gamers, the vibrancy
of our gamer community, or the popularity of our amateur league
play, which may in turn reduce our monetization opportunities, and
have a material and adverse effect on our business, financial
condition and results of operations. If we are unable to attract
and retain, or convert gamers into direct to consumer-based paying
gamers, our revenues may decline, and our results of operations and
financial condition may suffer.
We cannot assure you that our online and in person gaming
platform will remain sufficiently popular with amateur gamers to
offset the costs incurred to operate and expand it. It is vital to
our operations that we remain sensitive and responsive to evolving
gamer preferences and offer first-tier esports game content that
attracts our amateur gamers. We must also keep providing amateur
gamers with new features and functions to enable superior content
viewing, and social interaction. Further, we will need to continue
to develop and improve our gaming platform and to enhance our brand
awareness, which may require us to incur substantial costs and
expenses. If such increased costs and expenses do not effectively
translate into an improved gamer experience and direct to
consumer-based, long-term engagement, our results of operations may
be materially and adversely affected.
The ability to grow our business is dependent in part on the
success and availability of mass media channels developed by third
parties, as well as our ability to develop commercially successful
content, and amateur tournaments and competitions.
The success of our business is driven in part by the commercial
success and adequate supply of third-party mass media channels for
which we may distribute our content, amateur league tournaments and
competitions, including Twitch, YouTube and ESL.tv. Our success
also depends on our ability to accurately predict which channels
and platforms will be successful with the esports gaming community,
our ability to develop commercially successful content and
distribute via SuperLeagueTV, which is presently available on
Twitch, amateur tournaments and competition for these channels and
gaming platforms and our ability to effectively manage the
transition of our gamers from one generation or demographic to the
next. Additionally, we may enter into certain exclusive licensing
arrangements that affect our ability to deliver or market our
amateur gaming tournaments and competitions on certain channels and
platforms. A channel or platform may not succeed as expected or new
channels or platforms may take market share and gamers away from
platforms for which we have devoted significant resources. If
demand for the channels or platforms for which we are developing
amateur tournaments or competitions is lower than our expectations,
we may be unable to fully recover the investments we have made, and
our financial performance may be harmed. Alternatively, a channel
or platform for which we have not devoted significant resources
could be more successful than we initially anticipated, causing us
to not be able to take advantage of meaningful revenue
opportunities.
Our business is subject to risks generally associated with the
entertainment industry.
Our business is subject to risks that are generally associated with
the entertainment industry, many of which are beyond our control.
These risks could negatively impact our operating results and
include the popularity, price to play, and timing of release of our
esports licensed games, economic conditions that adversely affect
discretionary consumer spending, changes in gamer demographics, the
availability and popularity of other forms of entertainment, and
critical reviews and public tastes and preferences, which may
change rapidly and cannot necessarily be predicted.
If we fail to maintain and enhance our brand or if we incur
excessive expenses in this effort, our business, results of
operations and prospects may be materially and adversely
affected.
We believe that maintaining and enhancing our brand is of
significant importance to the success of our business. A
well-recognized brand is important to increasing the number of
esports gamers and the level of engagement of our overall gaming
community which is critical in enhancing our attractiveness to
advertisers and sponsors. Since we operate in a highly competitive
market, brand maintenance and enhancement directly affect our
ability to maintain and enhance our market position.
Although we have developed our brand and amateur tournaments and
competitions through word of mouth referrals, key strategic
partners and our esports game publisher licensors, as we expand, we
may conduct various marketing and brand promotion activities using
various methods to continue promoting our brand. We cannot assure
you, however, that these activities will be successful or that we
will be able to achieve the brand promotion effect we
expect.
In addition, any negative publicity in relation to our league
tournaments or competitions, or operations, regardless of its
veracity, could harm our brands and reputation. Negative publicity
or public complaints from gamers may harm our reputation, and if
complaints against us are not addressed to their satisfaction, our
reputation and our market position could be significantly harmed,
which may materially and adversely affect our business, results of
operations and prospects.
Negative gamer perceptions about our brand, gaming platform,
amateur city leagues, tournaments or competitions and/or business
practices may damage our business and increase the costs incurred
in addressing gamer concerns.
Esports gamer expectations regarding the quality, performance and
integrity of our amateur city league tournaments and competitions
are high. Esports gamers may be critical of our brand, gaming
platform, amateur city leagues, tournaments or competitions and/or
business practices for a wide variety of reasons. These negative
gamer reactions may not be foreseeable or within our control to
manage effectively, including perceptions about gameplay fairness,
negative gamer reactions to game content via social media or other
outlets, components and services, or objections to certain of our
business practices. Negative gamer sentiment about our business
practices also can lead to investigations from regulatory agencies
and consumer groups, as well as litigation, which, regardless of
their outcome, may be costly, damaging to our reputation and harm
our business.
Technology changes
rapidly in our business and if we fail to anticipate
or successfully implement new
technologies or adopt new business strategies, technologies or
methods, the quality, timeliness and competitiveness of our amateur
city leagues, tournaments or competition may
suffer.
Rapid technology changes in the esports gaming market require us to
anticipate, sometimes years in advance, which technologies we must
develop, implement and take advantage of in order to be and remain
competitive in the esports gaming market. We have invested, and in
the future may invest, in new business strategies including a
direct to consumer model, technologies, products, or games or
first-tier game titles to continue to persistently engage the
amateur gamer and deliver the best online and
in person gaming experience. Such endeavors may involve
significant risks and uncertainties, and no assurance can be given
that the technology we choose to adopt and the features that we
pursue will be successful. If we do not successfully implement
these new technologies, our reputation may be materially adversely
affected and our financial condition and operating results may be
impacted. We also may miss opportunities to adopt technology, or
develop amateur city leagues, tournaments or competitions that
become popular with gamers, which could adversely affect our
financial results. It may take significant time and resources to
shift our focus to such technologies, putting us at a competitive
disadvantage.
Our development process usually starts with particular gamer
experiences in mind, and a range of technical development and
feature goals that we hope to be able to achieve. We may not be
able to achieve these goals, or our competitors may be able to
achieve them more quickly and effectively than we can based on
having greater operating capital and personnel resources. If we
cannot achieve our technology goals within the original development
schedule, then we may delay their release until these goals can be
achieved, which may delay or reduce revenue and increase our
development expenses. Alternatively, we may be required to
significantly increase the resources employed in research and
development in an attempt to accelerate our development of new
technologies, either to preserve our launch schedule or to keep up
with our competitors, which would increase our development
expenses.
We may experience security breaches and cyber threats.
We continually face cyber risks and threats that seek to damage,
disrupt or gain access to our networks and our gaming platform,
supporting infrastructure, intellectual property and other assets.
In addition, we rely on technological infrastructure, including
third party cloud hosting and broadband, provided by third party
business partners to support the in person and online
functionality of our gaming platform. These business partners are
also subject to cyber risks and threats. Such cyber risks and
threats may be difficult to detect. Both our partners and we
have implemented certain systems and processes to guard against
cyber risks and to help protect our data and systems. However, the
techniques that may be used to obtain unauthorized access or
disable, degrade, exploit or sabotage our networks and gaming
platform change frequently and often are not detected. Our systems
and processes, and the systems and processes of our third-party
business partners, may not be adequate. Any failure to prevent or
mitigate security breaches or cyber risks, or respond adequately to
a security breach or cyber risk, could result in interruptions to
our gaming platform, degrade the gamer experience, cause gamers to
lose confidence in our gaming platform and cease utilizing it, as
well as significant legal and financial exposure. This could
harm our business and reputation, disrupt our relationships with
partners and diminish our competitive position.
Successful exploitation of our networks and gaming platform can
have other negative effects upon the gamer experience we offer. In
particular, the virtual economies that exist in certain of our
licensed game publishers’ games are subject to abuse,
exploitation and other forms of fraudulent activity that can
negatively impact our business. Virtual economies involve the
use of virtual currency and/or virtual assets that can be used or
redeemed by a player within a particular online game or
service.
Our business could be adversely affected if our data privacy and
security practices are not adequate, or perceived as being
inadequate, to prevent data breaches, or by the application of data
privacy and security laws generally.
In the course of our business, we may collect, process, store and
use gamer and other information, including personally identifiable
information, passwords and credit card information, the latter of
which is subject to PCI-DSS compliance. Although we take measures
to protect this information from unauthorized access, acquisition,
disclosure and misuse, our security controls, policies and
practices may not be able to prevent the improper or unauthorized
access, acquisition or disclosure of such information. The
unauthorized access, acquisition or disclosure of this information,
or a perception that we do not adequately secure this information
could result in legal liability, costly remedial measures,
governmental and regulatory investigations, harm our profitability
and reputation and cause our financial results to be materially
affected. In addition, third party vendors and business partners
receive access to information that we collect. These vendors and
business partners may not prevent data security breaches with
respect to the information we provide them or fully enforce our
policies, contractual obligations and disclosures regarding the
collection, use, storage, transfer and retention of personal data.
A data security breach of one of our vendors or business partners
could cause reputational harm to them and/or negatively impact our
ability to maintain the credibility of our gamer
community.
Data privacy, data protection, localization, security and
consumer-protection laws are evolving, and the interpretation and
application of these laws in the United States, Europe (including
compliance with the General Data Protection Regulation), and
elsewhere often are uncertain, contradictory and changing. It is
possible that these laws may be interpreted or applied in a manner
that is averse to us or otherwise inconsistent with our practices,
which could result in litigation, regulatory investigations and
potential legal liability or require us to change our practices in
a manner adverse to our business. As a result, our reputation and
brand may be harmed, we could incur substantial costs, and we could
lose both gamers and revenue.
We depend on servers to operate our games with online features and
our proprietary online gaming service. If we were to lose server
functionality for any reason, our business may be negatively
impacted.
Our business relies on the continuous operation of servers, some of
which are owned and operated by third parties. Although we strive
to maintain more than sufficient server capacity, and provide for
active redundancy in the event of limited hardware failure, any
broad-based catastrophic server malfunction, a significant
service-disrupting attack or intrusion by hackers that circumvents
security measures, a failure of disaster recovery service or the
failure of a company on which we are relying for server capacity to
provide that capacity for whatever reason could degrade or
interrupt the functionality of our platform, and could prevent the
operation of our platform for both in-person and online gaming
experiences.
We also rely on networks operated by third parties to support
content on our platform, including networks owned and operated by
game publishers. An extended interruption to any of these services
could adversely affect the use of our platform, which would have a
negative impact on our business.
Further, insufficient server capacity could also negatively impact
our business. Conversely, if we overestimate the amount of server
capacity required by our business, we may incur additional
operating costs.
Our online gaming platform and games offered through our gaming
platform may contain defects.
Our online gaming platform and the games offered through our gaming
platform are extremely complex and are difficult to develop and
distribute. We have quality controls in place to detect defects in
our gaming platform before they are released. Nonetheless, these
quality controls are subject to human error, overriding, and
reasonable resource or technical constraints. Further, we have not
undertaken independent third-party testing, verification or
analysis of our gaming platform and associated systems and
controls. Therefore, our gaming platform and quality controls and
preventative measures we have implemented may not be effective in
detecting all defects in our gaming platform. In the event a
significant defect in our gaming platform and associated systems
and controls is realized, we could be required to offer refunds,
suspend the availability of our city league competitions and other
gameplay, or expend significant resources to cure the defect, each
of which could significantly harm our business and operating
results.
We may experience system failures, outages and/or disruptions of
the functionality of our platform. Such failures, delays and other
problems could harm our reputation and business, cause us to lose
customers and expose us to customer liability.
We may experience system failures, outages and/or disruptions of
our infrastructure, including information technology system
failures and network disruptions, cloud hosting and broadband
availability at in person and online experiences. Our
operations could be interrupted or degraded by any damage to or
failure of:
●
our
computer software or hardware, or our customers’ or
suppliers’ computer software or hardware;
●
our
network, our customers’ networks or our suppliers’
networks; or
●
our
connections and outsourced service arrangements with third
parties.
Our
systems and operations are also vulnerable to damage or
interruption from:
●
power
loss, transmission cable cuts and other telecommunications and
utility failures;
●
hurricanes,
fires, earthquakes, floods and other natural
disasters;
●
a
terrorist attack in the U.S. or in another country in which we
operate;
●
interruption
of service arising from facility migrations, resulting from changes
in business operations including acquisitions and planned data
center migrations;
●
computer
viruses or software defects;
●
loss
or misuse of proprietary information or customer data that
compromises security, confidentiality or integrity; or
●
errors
by our employees or third-party service providers.
From time to time in the ordinary course of our business, our
network nodes and other systems experience temporary outages. As a
means of ensuring continuity in the services we provide to our
community and partners, we have invested in system
redundancies via partnerships with industry leading cloud service
providers, proactive alarm monitoring and other back-up
infrastructure, though we cannot assure you that we will be able to
re-route our services over our back-up facilities and provide
continuous service to customers in all circumstances without
material degradation. Because many of our services play a critical
role for our community and partners, any damage to or failure of
the infrastructure we rely on could disrupt or degrade the
operation of our network, our platform and the provision of our
services and result in the loss of current and potential community
members and/or partners and harm our ability to conduct normal
business operations.
We use third-party services and technologies in connection with our
business, and any disruption to the provision of these services and
technologies to us could result in negative publicity and a
slowdown in the growth of our users, which could materially and
adversely affect our business, financial condition and results of
operations.
Our business partially depends on services provided by, and
relationships with, various third parties, including cloud hosting
and broadband providers, among others. To this end, when our cloud
hosting and broadband vendors experience outages, our esports
gaming services will be negatively impacted and alternative
resources will not be immediately available. In addition, certain
third-party software we use in our operations is currently publicly
available free of charge. If the owner of any such software decides
to charge users or no longer makes the software publicly available,
we may need to incur significant costs to obtain licensing, find
replacement software or develop it on our own. If we are unable to
obtain licensing, find or develop replacement software at a
reasonable cost, or at all, our business and operations may be
adversely affected.
We exercise no control over the third-party vendors that we rely
upon for cloud hosting, broadband and software service. If such
third parties increase their prices, fail to provide their services
effectively, terminate their service or agreements or discontinue
their relationships with us, we could suffer service interruptions,
reduced revenues or increased costs, any of which may have a
material adverse effect on our business, financial condition and
results of operations.
Growth and engagement of our gamer community depends upon effective
interoperability with mobile operating systems, networks, mobile
devices and standards that we do not control.
We make our services available across a variety of mobile operating
systems and devices. We are dependent on the interoperability of
our services with popular mobile devices and mobile operating
systems that we do not control, such as Android and iOS. Any
changes in such mobile operating systems or devices that degrade
the functionality of our services or give preferential treatment to
competitive services could adversely affect usage of our services.
In order to deliver high quality services, it is important that our
services work well across a range of mobile operating systems,
networks, mobile devices and standards that we do not control. We
may not be successful in developing relationships with key
participants in the mobile industry or in developing services that
operate effectively with these operating systems, networks, devices
and standards. In the event that it is difficult for our users to
access and use our services, particularly on their mobile devices,
our user growth and user engagement could be harmed, and our
business and operating results could be adversely
affected.
Our business depends substantially on the continuing efforts of our
executive officers, key employees and qualified personnel, and our
business operations may be severely disrupted if we lose their
services.
Our future success depends substantially on the continued efforts
of our executive officers and key employees. If one or more of our
executive officers or key employees were unable or unwilling to
continue their services with us, we might not be able to replace
them easily, in a timely manner, or at all. Since the esports
gaming industry is characterized by high demand and intense
competition for talents, we cannot assure you that we will be able
to attract or retain qualified staff or other highly skilled
employees. In addition, as the Company is relatively young, our
ability to train and integrate new employees into our operations
may not meet the growing demands of our business which may
materially and adversely affect our ability to grow our business
and hence our results of operations.
If any of our executive officers and key employees terminates their
services with us, our business may be severely disrupted, our
financial condition and results of operations may be materially and
adversely affected and we may incur additional expenses to recruit,
train and retain qualified personnel. If any of our executive
officers or key employees joins a competitor or forms a competing
company, we may lose gamers, know-how and key
professionals and staff members. Certain of our executive officers
and key employees have entered into a non-solicitation and
non-competition agreements with us. However, certain provisions
under the non-solicitation and non-competition agreement may
be deemed legally invalid or unenforceable. If any dispute arises
between our executive officers and us, we cannot assure you that we
would be able to enforce
these non-compete agreements.
Our business is subject to regulation, and changes in applicable
regulations may negatively impact our business.
We are subject to a number of foreign and domestic laws and
regulations that affect companies conducting business on the
Internet. In addition, laws and regulations relating to user
privacy, data collection, retention, electronic commerce, virtual
items and currency, consumer protection, content, advertising,
localization, and information security have been adopted or are
being considered for adoption by many jurisdictions and countries
throughout the world. These laws could harm our business by
limiting the products and services we can offer consumers or the
manner in which we offer them. The costs of compliance with these
laws may increase in the future as a result of changes in
interpretation. Furthermore, any failure on our part to comply with
these laws or the application of these laws in an unanticipated
manner may harm our business and result in penalties or significant
legal liability.
In addition, we include modes in our gaming platform that allow
players to compete against each other. Although we structure and
operate these skill-based competitions with applicable laws in
mind, our skill-based competitions in the future could become
subject to evolving rules and regulations and expose us to
significant liability, penalties and reputational
harm.
Our online activities are subject to various laws and regulations
relating to privacy and child protection, which, if violated, could
subject us to an increased risk of litigation and regulatory
actions.
In addition to our gaming platform, we use third-party
applications, websites, and social media platforms to promote our
amateur tournaments and competitions and engage gamers, as well as
monitor and collect certain information about gamers in our online
forums. A variety of laws and regulations have been adopted in
recent years aimed at protecting children using the internet such
as the Children’s Online Privacy and Protection Act of 1998
(“COPPA”). COPPA sets forth, among other things, a
number of restrictions on what website operators can present to
children under the age of 13 and what information can be collected
from them. COPPA is of particular concern to us, and in an effort
to minimize our risk of potenti