UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20222023

☐ TRANSITIONTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to _______

 

Commission file number: 001-38226

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware 82-1659427
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)

 

745 Fifth Ave, Suite 500

New York, NY 10151

(Address of principal executive offices)

 

(646) 768-4240

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AESEAGAE NASDAQ Capital Market

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☐ ☒ No ☒☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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☒
 Emerging growth company☒☐

 

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 ☒

 

As of June 15, 2022, 39,116,907May 10, 2023, 37,398,120 shares of common stock, par value $0.0001 per share, were issued and outstanding.

 

 

 

 

 

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC.

 

Index to Condensed Consolidated Financial Statements

 

PART I FINANCIAL INFORMATION 1
   
Item 1.Financial Statements 1
   
Condensed Consolidated Balance Sheets as of March 31, 20222023 (unaudited) and December 31, 20212022 1
   
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 20222023 and 20212022 2
   
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 20222023 and 20212022 3
   
Unaudited Condensed Consolidated Statements of Cash flowsFlows for the Three Months Ended March 31, 20222023 and 20212022 4
   
Notes to Unaudited Condensed Consolidated Financial Statements 65
   
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations. 1716
   
ITEM 3.Quantitative and Qualitative Disclosures About Market Risk. 2320
   
ITEM 4.Controls and Procedures. 2321
   
PART II - OTHER INFORMATION 2422
   
ITEM 1.Legal Proceedings. 2422
   
ITEM 1A.Risk Factors. 2422
   
ITEM 2.Unregistered Sales of Equity and Use of Proceeds. 2422
   
ITEM 3.Defaults Upon Senior Securities. 2422
   
ITEM 4.Mine Safety Disclosures. 2423
   
ITEM 5.Other Information. 2423
   
ITEM 6.Exhibits. 2423
   
SIGNATURES 2524

 

i

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

 

  March 31,  December 31, 
  2022  2021 
  (unaudited)    
Assets      
Current Assets      
Cash $90,728,536  $92,887,030 
Accounts receivable  889,929   389,040 
Prepaid expenses and other current assets  802,317   984,777 
Total Current Assets  92,420,782   94,260,847 
Restricted cash  5,000,000   5,000,000 
Property and equipment, net  5,334,573   6,136,893 
Digital assets  218,785   - 
Intangible assets, net  25,829   26,827 
Deposits  379,105   379,105 
Total Assets $103,379,074  $105,803,672 
         
Liabilities and Stockholders’ Equity        
Current Liabilities        
Accounts payable $388,209  $341,161 
Accrued expenses and other current liabilities, current portion  3,415,998   2,966,245 
Accrued expenses - related party  1,800,000   1,800,000 
Deferred revenue  365,537 �� 141,825 
Total Current Liabilities  

5,969,744

   5,249,231 
Deferred rent  1,891,127   1,907,634 
Accrued expenses, non-current portion  208,333   - 
Total Liabilities  8,069,204   7,156,865 
         
Commitments and Contingencies (Note 4)        
         
Stockholders’ Equity        
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding  -   - 
Common stock, $0.0001 par value; 100,000,000 shares authorized, 39,116,907 shares issued and outstanding at March 31, 2022 and December 31, 2021  3,912   3,912 
Additional paid in capital  198,186,268   197,784,972 
Accumulated deficit  (103,162,880)  (99,411,683)
Accumulated other comprehensive income  282,570   269,606 
Total Stockholders’ Equity  95,309,870   98,646,807 
Total Liabilities and Stockholders’ Equity $103,379,074  $105,803,672 

The accompanying notes are an integral part of these condensed consolidated financial statements.


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

  For the Three Months Ended 
  March 31, 
  2022  2021 
       
Revenues:      
In-person $2,203,066   501,028 
Multiplatform content  208,988   - 
Total Revenues  2,412,054   501,028 
Costs and Expenses:        
In-person (exclusive of depreciation and amortization)  1,810,353   537,867 
Multiplatform content (exclusive of depreciation and amortization)  21,133   - 
Selling and marketing expenses  69,038   43,934 
General and administrative expenses  3,451,870   3,913,022 
Depreciation and amortization  808,612   881,959 
Total Costs and Expenses  6,161,006   5,376,782 
Loss From Operations  (3,748,952)  (4,875,754)
Other Expense:        
Other (expense) income, net  (6,707)  55,142 
Interest income (expense), net  4,462   (153,106)
Total Other Expense  (2,245)  (97,964)
Loss from continuing operations  (3,751,197)  (4,973,718)
Income from discontinued operations, net of tax provision  -   1,637,042 
Net loss $(3,751,197) $(3,336,676)
         
Basic and Diluted Net Loss (Income) per Common Share          
Continuing operations $(0.10) $(0.13)
Discontinued operations, net of tax $-  $0.04 
         
Weighted Average Number of Common Shares Outstanding:          
Basic and Diluted  39,064,463   38,963,668 
         
Comprehensive Loss        
Net Loss $(3,751,197) $(3,336,676)
Other comprehensive (loss) income:        
Foreign currency translation adjustments  12,964   25,336 
Total Comprehensive Loss $(3,738,233) $(3,311,340)
  March 31,  December 31, 
  2023  2022 
  (unaudited)    
Assets      
Current Assets      
Cash and cash equivalents $3,587,191  $11,167,442 
Short-term investments  74,500,000   70,000,000 
Interest receivable  1,302,212   677,397 
Accounts receivable  306,423   72,739 
Prepaid expenses and other current assets  724,111   459,274 
Total Current Assets  80,419,937   82,376,852 
Restricted cash  5,000,000   5,000,000 
Property and equipment, net  3,459,550   4,005,622 
Digital assets  49,392   49,761 
Intangible assets, net  586,837   22,836 
Deposits  379,105   379,105 
Operating lease right-of-use asset  5,618,413   5,845,549 
Other assets  99,900   49,950 
Total Assets $95,613,134  $97,729,675 
Liabilities and Stockholders’ Equity        
Current Liabilities        
Accounts payable $538,227  $317,561 
Accrued expenses and other current liabilities  1,896,874   1,645,379 
Deferred revenue  1,146,200   108,428 
Operating lease liability, current portion  1,279,117   1,227,164 
Total Current Liabilities  4,860,418   3,298,532 
Operating lease liability, non-current portion  6,194,507   6,527,075 
Total Liabilities  11,054,925   9,825,607 
Commitments and Contingencies (Note 4)        
Stockholders’ Equity Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding  -   - 
Common stock, $0.0001 par value; 100,000,000 shares authorized, 39,085,470 shares issued at March 31, 2023 and December 31, 2022, and 37,398,120 and 38,503,724 shares outstanding at March 31, 2023 and December 31, 2022, respectively  3,909   3,909 
Additional paid in capital  198,531,740   198,526,614 
Accumulated deficit  (112,129,355)  (110,235,568)
Accumulated other comprehensive income  221,555   219,675 
Treasury stock, at cost, 1,687,350 and 581,746 shares at March 31, 2023   and December 31, 2022, respectively  (2,069,640)  (610,562)
Total Stockholders’ Equity  84,558,209   87,904,068 
Total Liabilities and Stockholders’ Equity $95,613,134  $97,729,675 

The accompanying notes are an integral part of these condensed consolidated financial statements. 


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For The Three Months Ended March 31 2022 and 2021

(unaudited)

  For The Three Months Ended March 31, 2022 
  Common Stock  Additional
Paid-in		  Accumulated
Other
Comprehensive		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Income  Deficit  Equity 
Balance - January 1, 2022  39,116,907  $3,912  $197,784,972  $269,606  $(99,411,683) $98,646,807 
Stock-based compensation:                        
Restricted common stock  -   -   82,345   -   -   82,345 
Stock options  -   -   318,951   -   -   318,951 
Net loss  -   -   -   -   (3,751,197)  (3,751,197)
Other comprehensive loss  -   -   -   12,964   -   12,964 
Balance - March 31, 2022  39,116,907  $3,912  $198,186,268  $282,570  $(103,162,880) $95,309,870 

  For The Three Months Ended March 31, 2021 
  Common Stock  Additional
Paid-in		  Accumulated
Other
Comprehensive		  Accumulated  Total
Stockholders’		 
  Shares  Amount  Capital  Income  Deficit  Equity 
Balance - January 1, 2021  38,506,844  $3,851  $195,488,181  $190,966  $(162,277,414) $33,405,584 
Stock-based compensation:                        
Common stock  126,584   13   199,987   -   -   200,000 
Restricted common stock  -   -   80,006   -   -   80,006 
Stock options  -   -   282,999   -   -   282,999 
Shares issued for redemption of debt and accrued interest  529,383   53   821,814   -   -   821,867 
Net loss  -   -   -   -   (3,336,676)  (3,336,676)
Other comprehensive income  -   -   -   25,336   -   25,336 
Balance - March 31, 2021  39,162,811  $3,917  $196,872,987  $216,302  $(165,614,090) $31,479,116 

The accompanying notes are an integral part of these condensed consolidated financial statements.


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

  For the Three Months Ended 
  March 31, 
  2022  2021 
Cash Flows From Operating Activities      
 Net loss $(3,751,197) $(3,336,676)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        
Income from discontinued operations, net of tax provision  -   (1,637,042)
Stock-based compensation  401,296   643,148 
Digital currency received as revenue  (177,946)  - 
Change in fair value of warrant liabilities  1,300   36,300 
Amortization of debt discount  -   3,646 
Expenses paid on behalf on WPT  -   (136,329)
Depreciation and amortization  808,612   881,959 
Deferred rent  (16,507)  (14,076)
Changes in operating assets and liabilities:        
Accounts receivable  (501,657)  207,921 
Prepaid expenses and other current assets  180,703   286,932 
Accounts payable  47,343   190,440 
Accrued expenses and other current liabilities  658,810   235,544 
Accrued interest  -   149,460 
Due to affiliates  -   2,534,402 
Deferred revenue  224,498   41,885 
Total Adjustments  1,626,452   3,424,190 
Net Cash (Used In) Provided By Operating Activities  (2,124,745)  87,514 
Cash Flows From Investing Activities        
Deposit for sale of WPT  -   10,000,000 
Investment in digital assets  (41,026)  - 
Purchases of property and equipment  (9,446)  (10,203)
 Net Cash (Used In) Provided By Investing Activities  (50,472)  9,989,797 
 Cash Flows From Discontinued Operations        
Operating activities  -   (974,601)
Investing activities  -   1,013,683 
Financing activities  -   (685,300)
Change in cash balance of discontinued operations  -   646,218 
Net Cash Provided By Discontinued Operations  -   - 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


 

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows, continuedOperations and Comprehensive Loss

 

(unaudited)

 

  For the Three Months Ended 
  March 31, 
  2022  2021 
Effect of Exchange Rate Changes on Cash  16,723   41,482 
         
Net (Decrease) Increase In Cash And Restricted Cash  (2,158,494)  10,118,793 
Cash and restricted cash - Beginning of period  97,887,030   5,424,222 
Cash and restricted cash - End of period $95,728,536  $15,543,015 
         
Cash and restricted cash consisted of the following:        
Cash $90,728,536  $10,543,015 
Restricted cash  5,000,000   5,000,000 
  $95,728,536  $15,543,015 
         
Non-Cash Investing and Financing Activities:        
Shares issued for redemption of debt and accrued interest $-  $821,867 

  For the Three Months Ended 
  March 31, 
  2023  2022 
       
Revenues:      
In-person $1,193,330  $2,203,066 
Multiplatform content  101   208,988 
Total Revenues  1,193,431  2,412,054 
Costs and Expenses:        
In-person (exclusive of depreciation and amortization)  672,222   1,810,353 
Multiplatform content (exclusive of depreciation and amortization)  395   21,133 
Selling and marketing expenses  54,598   69,038 
General and administrative expenses  2,543,347   3,451,870 
Depreciation and amortization  578,560   808,612 
Total Costs and Expenses  3,849,122   6,161,006 
Loss From Operations  (2,655,691)  (3,748,952)
Other Income (Expense):        
Other income (expense), net  27,455   (6,707)
Interest income, net  734,449   4,462 
Total Other Income (Expense)  761,904   (2,245)
Net loss  (1,893,787)  (3,751,197)
Other comprehensive income:        
Foreign currency translation adjustments  1,880   12,964 
Total Comprehensive Loss $(1,891,907) $(3,738,233)
         
Basic and Diluted Net Loss per Common Share $(0.05) $(0.10)
         
Weighted Average Number of Common Shares Outstanding:        
Basic and Diluted  37,924,754   39,064,463 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


 

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For The Three Months Ended March 31, 2023 and 2022

(unaudited)

  For The Three Months Ended March 31, 2023 
              Additional  Accumulated
Other		     Total 
  Common Stock  Treasury Stock  Paid-in  Comprehensive  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Income  Deficit  Equity 
Balance - January 1, 2023  39,085,470  $3,909   581,746  $(610,562) $198,526,614  $219,675  $(110,235,568) $87,904,068 
Stock-based compensation:                                
Stock options  -   -   -   -   5,126   -   -   5,126 
Repurchases of common stock  -   -   1,105,604   (1,459,078)  -   -   -   (1,459,078)
Net loss  -   -   -   -   -   -   (1,893,787)  (1,893,787)
Foreign currency translation adjustment  -   -   -   -   -   1,880   -   1,880 
Balance - March 31, 2023  39,085,470  $3,909   1,687,350  $(2,069,640) $198,531,740  $221,555  $(112,129,355) $84,558,209 

  For The Three Months Ended March 31, 2022 
              Additional  Accumulated Other     Total 
  Common Stock  Treasury Stock  Paid-in  Comprehensive  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Income  Deficit  Equity 
Balance - January 1, 2022  39,116,907  $3,912   -  $-  $197,784,972  $269,606  $(99,411,683) $98,646,807 
Stock-based compensation:                                
Restricted common stock  -   -   -   -   82,345   -   -   82,345 
Stock options  -   -   -   -   318,951   -   -   318,951 
Net loss  -   -   -   -   -   -   (3,751,197)  (3,751,197)
Foreign currency translation adjustment  -   -   -   -   -   12,964   -   12,964 
Balance - March 31, 2022  39,116,907  $3,912   -  $-  $198,186,268  $282,570  $(103,162,880) $95,309,870 

The accompanying notes are an integral part of these condensed consolidated financial statements.


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

  For the Three Months Ended 
  March 31, 
  2023  2022 
Cash Flows From Operating Activities      
Net loss $(1,893,787) $(3,751,197)
Adjustments to reconcile net loss to net cash used in operating activities:        
Stock-based compensation  5,126   401,296 
Non-cash rent expense  227,136   213,209 
Digital currency received as revenue  (26)  (177,946)
Expenses paid using digital assets  395   - 
Change in fair value of warrant liabilities  -   1,300 
Depreciation and amortization  578,560   808,612 
Changes in operating assets and liabilities:        
Accounts receivable  (233,684)  (501,657)
Interest receivable  (624,815)  - 
Prepaid expenses and other current assets  (264,837)  180,703 
Accounts payable  164,163   47,343 
Accrued expenses and other current liabilities  251,495   696,309 
Operating lease liability  (280,615)  (267,215)
Deferred revenue  1,037,772   224,498 
Total Adjustments  860,670   1,626,452 
Net Cash Used In Operating Activities  (1,033,117)  (2,124,745)
Cash Flows From Investing Activities        
Expenditures on software development costs  (49,950)  - 
Purchases of short-term investments  (4,500,000)  - 
Investment in digital assets  -   (41,026)
Purchases of intangibles  (508,500)    
Purchases of property and equipment  (36,934)  (9,446)
Net Cash Used In Investing Activities  (5,095,384)  (50,472)
Cash Flows From Financing Activities        
Repurchases of common stock  (1,459,078)  - 
Net Cash Used In Financing Activities  (1,459,078)  - 
Effect of Exchange Rate Changes on Cash  7,328   16,723 
Net Decrease In Cash, Cash Equivalents, And Restricted Cash  (7,580,251)  (2,158,494)
Cash, cash equivalents, and restricted cash - Beginning of Period  16,167,442   97,887,030 
Cash, cash equivalents, and restricted cash - End of Period $8,587,191  $95,728,536 
Cash and restricted cash consisted of the following:        
Cash $3,587,191  $90,728,536 
Restricted cash  5,000,000   5,000,000 
  $8,587,191  $95,728,536 
         
Non-Cash Investing and Financing Activities:        
ROU asset and lease liability, net of deferred rent, recognized upon adoption of ASU 2016-02  -  $6,713,759 

The accompanying notes are an integral part of these condensed consolidated financial statements.


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

(unaudited)

Note 1 – Business Organization and Nature of Operations 

 

Allied EsportsGaming & Entertainment Inc. (“AESE”AGAE” and together with its subsidiaries, “the Company”) operates a public esports and entertainment company consisting of the Allied Esports business and, until the sale of World Poker Tour (“WPT”) on July 12, 2021, the World Poker Tour business. Allied Esports operates through its wholly owned subsidiaries Allied Esports International, Inc., (“AEII”), Esports Arena Las Vegas, LLC (“ESALV”), Allied Mobile Entertainment Inc. (“AME”), Allied Experiential Entertainment Inc. (“AEE”), and ELC Gaming GMBHAllied Esports GmbH (“ELC Gaming”AEG” and together with AEII, AME and ESALV, “Allied Esports”). AEII operates global competitiveproduces a variety of esports properties designedand gaming-related content, including world class tournaments, live and virtual events, and original programming to connect players and fans via a network of connected arenas.continuously foster an engaged gaming community. ESALV operates a flagship gaming arena located at the Luxor Hotel inHyperX Arena Las Vegas, Nevada. ELC Gaming operates a mobilethe world’s most recognized esports truck that serves as both a battleground and content generation hub and also operates a studio for recording and streaming gaming events. 

AESE’s wholly owned subsidiaries, Peerless Media Limited, Club Services, Inc. (“CSI”) and WPT Enterprises, Inc., operated the poker-related business of AESE and are collectively referred to herein as “World Poker Tour” or “WPT”. World Poker Tourfacility. AME is an internationally televised gaming and entertainment company that has been involvedengaged in the sportdevelopment and worldwide distribution of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. 

On January 19, 2021, the Company entered into a stock purchase agreement (as amended and restated, the “SPA”) for the sale of 100% of the capital stock of its wholly owned subsidiary, CSI. CSI owns 100% of each of the legal entities which comprise World Poker Tour. On July 12, 2021, the Company consummated the sale of the World Poker Tour business. As the result of the Company’s sale of WPT, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2021, present the results and accounts of World Poker Tour as discontinued operations.

COVID-19 Pandemic. The magnitude and duration of the COVID19 pandemic has had a significant adverse effect on the Company. As a global entertainment company that hosts numerous live events with spectators and participants in destination cities, such outbreak has caused people to avoid traveling to and attending our events. Early on, the Allied Esports and WPT businesses had cancelled or postponed live events, and until Allied Esports’ flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada reopened on June 25, 2020 these businesses were operating online only. Truck events in Europe have been slow to return but the Luxor arenamobile casual games. AEE is currently running at full capacity for daily play and weekly tournaments. and, given the positive effects of vaccines on the US and global populations along with relaxed restrictions on travel and social gatherings, we expect that such impacts will be less significant on our future operations and liquidity. inactive.

 

Risks and Uncertainties

At this time, the regulation of digital assets, blockchain and NFTs remains in an early stage. The extent to which securities laws or other regulations apply or may apply in the future to such assets is unclear at this time. However, on March 9, 2022, the White House issued an Executive Order on Ensuring Responsible Development of Digital Assets proposing, among other things, regulation of digital assets. Future regulation of such assets may increase our compliance costs or adversely impact our business.

Note 2 – Significant Accounting Policies 

 

There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021.2022.


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2022,2023, and for the three months ended March 31, 20222023 and 2021.2022. The results of operations for the three months ended March 31, 20222023 are not necessarily indicative of the operating results for the full year ending December 31, 20222023 or any other period. These unaudited condensed consolidated financial statements have been derived from the accounting records of AESE, WPTAGAE and Allied Esports and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021,2022, filed with the Securities and Exchange Commission (“SEC”) on May 26, 2022.March 24, 2023.

 

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that 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 that are observable.

 

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).  

  

Warrants previously issued


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table provides information about the Company’s sponsor (the “Sponsor Warrants”) are classified as a liabilityfinancial assets measured at fair value. Asvalue on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values:

As of March 31, 2023 Level 1  Level 2  Level 3  Total 
             
Digital assets $49,392  $    -  $    -  $49,392 
                 
Sponsor warrants  -   -   100   100 
                 
Total $49,392  $-  $100  $49,492 

As of December 31, 2022 Level 1  Level 2  Level 3  Total 
             
Digital assets $49,761  $    -  $    -  $49,761 
                 
Sponsor warrants  -   -   100   100 
                 
Total $49,761  $-  $100  $49,861 

The carrying amounts of the Company’s financial instruments, such as cash equivalents, accounts receivable, short-term investments, interest receivable, accounts payable, operating lease liabilities, and accrued liabilities approximate fair value due to the short-term nature of these instruments.

Short-term investments consist of certificates of deposit with original maturities of greater than three months but less than or equal to twelve months when purchased. See Digital Assets below for further details on digital assets.

The Sponsor Warrants are carried at fair value as of March 31, 20222023 and December 31, 2021, the fair value of warrant liabilities related to our Sponsor Warrants totaled $4,500 and $3,200, respectively, which is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet. See Note 3 – Accrued Expenses and Other Current Liabilities.2022. The Sponsor Warrants are valued using level 3 inputs. The fair value of the Sponsor Warrants is estimated using the Black-Scholes option pricing method. Significant level 3 inputs used to calculate the fair value of the Sponsor Warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate.

 

The following is a roll forward of the Company’s Level 3 instruments during the three months ended March 31, 2023: 

Balance, January 1, 2023 $100 
Change in fair value of sponsor warrants  - 
Balance, March 31, 2023 $100 

The key inputs into the Black-Scholes model used to value Sponsor Warrants at the relevant measurement dates were as follows: 

  March 31,  December 31, 
Input 2023  2022 
Risk-free rate  4.35%  4.57%
Remaining term in years  1.36   1.61 
Expected volatility  57.0%  56.0%
Exercise price $11.50  $11.50 
Fair value of common stock $1.21  $1.05 


 

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

The following is a roll forward of the Company’s Level 3 instruments: (unaudited)

Net Loss per Common Share

 

Balance, January 1, 2022 $3,200 
Change in fair value of sponsor warrants  1,300 
Balance, March 31, 2022 $4,500 

The key inputs into the Black-Scholes model at the relevant measurement dates were as follows: 

  March 31,  December 31, 
Input 2022  2021 
Risk-free rate  2.44%  0.97%
Remaining term in years  2.36   2.61 
Expected volatility  51.0%  46.0%
Exercise price $11.50  $11.50 
Fair value of common stock $1.73  $1.81 

Net (Loss) Income per Common Share  

Basic (loss) incomeloss per common share is computed by dividing net (loss) incomeloss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted (loss) incomeloss per common share is computed by dividing net (loss) incomeloss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the potential (a) exercise of outstanding stock options and warrants and equity purchase options; (b) the conversion of convertible instruments; (c) vesting of restricted stock awards; (d) and receipt of contingent consideration shares.awards. 

 

The following table presents the computation of basic and diluted net loss per common share:

 

 For the Three Months Ended  For the Three Months Ended 
 March 31,  March 31, 
 2022 2021  2023  2022 
Numerator:          
Net loss - continuing operations $(3,751,197) $(4,973,718)
Net income - discontinued operations $- $1,637,042 
Net loss $(1,893,787) $(3,751,197)
             
Denominator:             
Weighted-average common shares outstanding 39,116,907 39,162,811   38,389,202   39,116,907 
Less: weighted-averages unvested restricted shares  (52,444)  (199,143)  -   (52,444)
Denominator for basic and diluted net loss per share $39,064,463 $38,963,668   38,389,202   39,064,463 
             
Basic and Diluted Net (Loss) Income per Common Share     
Continuing operations $(0.10) $(0.13)
Discontinued operations, net of tax $- $0.04 
        
Basic and Diluted Net Loss per Common Share $(0.05) $(0.10)


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

 

  For the Three Months Ended 
  March 31, 
  2022  2021 
Restricted common shares  -   199,143 
Options  2,415,000   2,430,000 
Warrants  20,091,549   20,091,549 
Convertible debt  -   235,294 
Equity purchase options  600,000   600,000 
Contingent consideration shares (1)  192,308   269,231 
   23,298,857   23,825,217 

  For the Three Months Ended
March 31,		 
  2023  2022 
Options  1,540,000   2,415,000 
Warrants  20,091,549   20,091,549 
Equity purchase options  -   600,000 
Contingent consideration shares (1)  192,308   192,308 
   21,823,857   23,298,857 

 

(1)Holders who elected to convert theira certain former Bridge Note from the Company into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after the August 9, 2019 closing date, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days.

 


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Revenue Recognition

To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation. 

 


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The Company recognizes revenue from continuing operations primarily from the following sources: 

 

In-person revenue 

 

The Company’s in-person revenue is comprised of event revenue, sponsorship revenue, merchandising revenue and other revenue. Event revenue is generated through Allied Esports events held at the Company’s esports properties. Event revenues recognized from the rental of the Allied Esports arena and gaming trucks are recognized at a point in time whenover the term of the event occurs.based on the number of days completed relative to the total days of the event, as this method best depicts the transfer of control to the customer. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer.

 

The Company also generates sponsorship revenues forrevenue from the naming rights for, and rental of the Company’sits esports arena and gaming trucks. from the production and distribution of programming over interactive live-streaming services.

Sponsorship revenues from naming rights of the Company’s esports arena and from sponsorship arrangements are recognized on a straight-line basis over the contractual term of the agreement. Subscription revenues from program distribution are recognized over the term of the contract under the “output method” as the programs are distributed. The Company has determined that this method provides a faithful depiction of the transfer of goods or services to the customer. 

The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed.

 

In-person revenue was comprised of the following for the three months ended March 31, 20222023 and 2021:2022: 

 

  For the Three Months Ended 
  March 31, 
  2022  2021 
Event revenue $536,597  $110,441 
Sponsorship revenue  1,326,250   244,294 
Food and beverage revenue  201,318   70,704 
Ticket and gaming revenue  117,779   68,644 
Merchandising revenue  21,122   6,945 
Total in-person revenue $2,203,066  $501,028 

  For the Three Months Ended 
  March 31, 
  2023  2022 
Event revenue $561,077  $536,597 
Sponsorship revenue  359,741   1,326,250 
Food and beverage revenue  88,974   201,318 
Ticket and gaming revenue  130,137   117,779 
Merchandising revenue  53,401   21,122 
Total in-person revenue $1,193,330  $2,203,066 

 


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Multiplatform revenue

 

Multiplatform revenue was comprised of the following for the three months ended March 31, 20222023 and 2021:2022:

 

  For the Three Months Ended 
  March 31, 
  2022  2021 
NFT revenue $208,758  $- 
Distribution revenue  230   - 
Total multiplatform revenue $208,988  $- 

  For the Three Months Ended 
  March 31, 
  2023  2022 
NFT revenue  26  $208,758 
Distribution revenue  75   230 
Total multiplatform revenue $101  $208,988 

 

The Company’s NFT revenue was generated from the sale of non-fungible tokens (NFTs). The Company’s NFTs exist on the Ethereum Blockchain under the Company’s EPICBEAST brand, a digital art collection of 1,958 unique beasts inspired by past and present e-sport games. The Company uses the NFT exchange, OpenSea, to facilitate its salesthe sale of NFTs. The Company, through OpenSea, has custody and control of the NFT prior to the delivery to the customer and records revenue at a point in time when the NFT is delivered to the customer and the customer pays. The Company has no obligations for returns, refunds or warranty after the NFT sale.

 


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The Company also earns a royalty of up to 10% of the sale price when an NFT is resold by its owner in a secondary market transaction. The Company recognizes this royalty as revenue when the sale is consummated, consideration for which is payable as Ether cryptocurrency.consummated.

 

The Company’s distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channels is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content.

 

Revenue recognition

 

The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations:

 

  For the Three Months Ended 
  March 31, 
  2022  2021 
       
Revenues Recognized at a Point in Time:      
Event revenue $536,597  $110,441 
NFT revenue  208,758   - 
Food and beverage revenue  201,318   70,704 
Ticket and gaming revenue  117,779   68,644 
Merchandising revenue  21,122   6,945 
Sponsorship revenue  -   2,502 
Distribution revenue  230   - 
Total Revenues Recognized at a Point in Time  1,085,804   259,236 
         
Revenues Recognized Over a Period of Time:        
Sponsorship revenue  1,326,250   241,792 
Total Revenues Recognized Over a Period of Time  1,326,250   241,792 
Total Revenues $2,412,054  $501,028 

  For the Three Months Ended 
  March 31, 
  2023  2022 
       
Revenues Recognized at a Point in Time:      
NFT revenue $26  $208,758 
Food and beverage revenue  88,974   201,318 
Ticket and gaming revenue  130,137   117,779 
Merchandising revenue  53,401   21,122 
Distribution revenue  75   230 
Total Revenues Recognized at a Point in Time  272,613   549,207 
         
Revenues Recognized Over a Period of Time:        
Event revenue  561,077   536,597 
Sponsorship revenue  359,741   1,326,250 
Total Revenues Recognized Over a Period of Time  920,818   1,862,847 
Total Revenues $1,193,431  $2,412,054 

 

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of March 31, 20222023 and December 31, 2021,2022, the Company had contract liabilities of $365,537$1,146,200 and $141,825,$108,428, respectively, which is included in deferred revenue on the condensed consolidated balance sheet.

 


 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

Digital Assets(unaudited)

As of March 31, 2023, $89,439 of performance obligations in connection with contract liabilities included within deferred revenue on the December 31, 2022 consolidated balance sheet have been satisfied. The Company expects to satisfy the remaining performance obligations of $18,989 related to its December 31, 2022 deferred revenue balance within the next twelve months. During the three months ended March 31, 2023 and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

 

Digital Assets 

The Company purchases Ether cryptocurrency and accepts Ether as a form of payment for NFT sales. The Company accounts for these digital assets held as the result of the purchase or receipt of Ether, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. We haveThe Company has ownership of and control over ourthe digital assets and wethe Company may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since the date of acquisition.

 

We determineThe Company determines the fair value of ourits digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we havethe Company has determined is the principal market for Ether (Level 1 inputs). We performThe Company performs an analysis each quarter to identify whether events or changes in circumstances, principallyor decreases in the quoted prices on active exchanges, indicate that it is more likely than not that ourthe Company’s digital assets are impaired. In determining if an impairment has occurred, we considerthe Company considers the lowest market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value.value of such assets.

 

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, we calculatethe Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within other expenseoperating expenses in our condensed consolidated statements of operations and comprehensive loss. There were no impairment losses for the three months ended March 31, 2023 and 2022 and we did not sell anyno digital assets were sold during the same time period.periods. 

 


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table sets forth changes in our Ether holdings:digital assets for the three months ended March 31, 2023: 

 

Balance, December 31, 2021 $- 
Purchases  36,746 
Received from customers  177,946 
Impairment loss  - 
Foreign currency translation  4,093 
Balance, March 31, 2022 $218,785 

Balance, January 1, 2023 $49,761 
Received from customers  26 
Expenses paid using digital assets  (395)
Balance, March 31, 2023 $49,392 

 

Concentration Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, short-term investments and trade accounts receivable. The Company holds cash, cash equivalents and short-term investments at major financial institutions, which often exceed Federal Deposit Insurance Corporation’s insurance limits. As of March 31, 2023, one customer represented 100% of the Company’s accounts receivable balance. Historically, the Company has not experienced any losses due to such concentration of credit risk.

During the three months ended March 31, 2023 and 2022, and 2021,0% and 3% and 10%, respectively, of the Company’s revenues from continuing operations were from customers in foreign countries. 

 

During the three months ended March 31, 2023, the Company’s two largest customers accounted for 26%, and 11% of the Company’s consolidated revenues. During the three months ended March 31, 2022, the Company’s two largest customers accounted for 41%, and 12% of the Company’s consolidated revenues from continuing operations. During the three months ended March 31, 2021, the Company’s two largest customers accounted for 31%, and 16% of the Company’s consolidated revenues from continuing operations.revenues. 

 


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Foreign Currency Translation

The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Euro). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (1.1114(1.0877 and 1.13421.0699 at March 31, 20222023 and December 31, 2021,2022, respectively), and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (1.1165(1.0727 and 1.18291.1165 for the three months ended March 31, 20222023 and 2021,2022, respectively). Resulting translation adjustments are made directly to accumulated other comprehensive income. Losses

The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Realized losses of $1,890$942 and $324$1,890 arising from exchange rate fluctuations on transactions denominated in a currency other than the reporting currency for the three months ended March 31, 20222023 and 2021,2022, respectively, are recognized in operating results in the accompanying condensed consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies.  

 

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. 

Discontinued Operations  

 

The results of operations of WPT for the three months ended March 31, 2021 are included in “Income from discontinued operations, net of tax provision” in the accompanying condensed consolidated statements of operations. 

Reclassifications

Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share.

Recently Adopted Accounting Pronouncements  

On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This standard was adopted on January 1, 2022 and did not have a material impact on the Company’s condensed consolidated financial statements. 


 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

(unaudited)

Recently Adopted Accounting Pronouncements  

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2023, using the modified retrospective approach and it did not have a material impact on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for our fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2023 which eliminated the need to assess whether a beneficial conversion feature needs to be recognized upon the issuance of new convertible instruments.

Note 3 – Accrued Expenses and Other Current Liabilities 

 

Accrued expenses and other current liabilities consist of the following:

 

  March 31,  December 31, 
  2022  2021 
Compensation expense $2,411,357  $2,202,621 
Current portion of deferred rent  160,993   198,504 
Event costs  465,051   8,874 
Legal and professional fees  406,027   368,691 
Warrant liabilities  4,500   3,200 
Other accrued expenses  145,732   172,858 
Other current liabilities  30,671   11,497 
Total $3,624,331  $2,966,245 
Less: non current portion of accrued compensation expense  (208,333)  - 
Accrued expenses and other current liabilities $3,415,998  $2,966,245 
         
Accrued expenses, related party(1) $1,800,000  $1,800,000 

(1)Represents amounts accrued to reimburse a principal shareholder for costs incurred in connection with specified Company transactions, including $1,300,000 incurred in connection with the sale of WPT.
  March 31,  December 31, 
  2023  2022 
Compensation expense $1,570,186  $1,546,805 
Event costs  1,596   8,411 
Legal and professional fees  241,047   43,676 
Warrant liabilities  100   100 
Other accrued expenses  83,945   46,387 
Accrued expenses and other current liabilities $1,896,874  $1,645,379 

 


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 4 – Commitments and Contingencies  

 

Litigations, Claims, and Assessments 

 

The Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.  

Resignation of Chief Executive Officer 

 

On February 18,Operating Leases

Allied Esports leases an arena in Las Vegas, Nevada, for the purpose of hosting Esports activities (the “Las Vegas Lease”). The arena opened to the public on March 23, 2018 (the “Commencement Date”). Initial lease terms are for minimum monthly payments of $125,000 for 60 months from the Commencement Date with an option to extend for an additional 60 months at $137,500 per month. Additional annual tenant obligations are estimated at $2 per square foot for Allied’s portion of real estate taxes and $5 per square foot for common area maintenance costs. The Las Vegas Lease expires on May 31, 2023. However, the Company plans on extending the lease an additional five years representing an additional commitment of $8,250,000.

The Company also leases office and production space in Germany, pursuant to a lease dated August 1, 2020 which expires on July 31, 2023 (the “Germany Lease”). Rent expense under the lease is €4,000 (approximately $4,280 United States dollars) per month.

The Company’s aggregate lease expense incurred during the three months ended March 31, 2023 and 2022 Libing (Claire) Wu resigned as Chief Executive Officeramounted to $401,208 and General Counsel$415,987, respectively, of which $320,994 and $320,994, respectively, is included within in-person costs and $80,214 and $94,993, respectively, is included in general and administrative expenses on the accompanying consolidated statements of operations. 

A summary of the Company. In connection with her resignation, the Company entered into a Separation AgreementCompany’s right-of-use assets and Release with Ms. Wu (the “Release”) pursuant to which, among other things, Ms. Wu released the Company from any and all claims she may have against the Company (subject to certain exclusions), and the Company agreed to provide Ms. Wu with certain separation benefits, including $750,000 (gross) in severance pay payable over an 18-month period, accelerated vesting of 200,000 unvested stock options previously granted to Ms. Wu pursuant to an Option Agreement dated effective July 13, 2021, extended the exercise period to exercise such options to July 13, 2031, respectively, and accelerated vesting of 80,000 shares of restricted stock previously granted to Ms. Wu pursuant to an Executive Restricted Stock Agreement dated July 13, 2021. As no future substantive services will be performed by Ms. Wu, the Company immediately recognized stock-based compensation expense of $258,979 related to the modification of these awards. The Release also contains a customary non-disparagement provision.liabilities is as follows:

  For the Three Months Ended 
  March 31, 
  2023  2022 
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows used in operating activities $280,615  $267,215 
         
Right-of-use assets obtained in exchange for lease obligations        
Operating leases $-  $- 
         
Weighted Average Remaining Lease Term (Years)        
Operating leases  5.17   6.17 
         
Weighted Average Discount Rate        
Operating leases  5.0%  5.0%

 


 

 

ALLIED ESPORTSGAMING & ENTERTAINMENT INCINC. AND SUBSIDIARIES

 

Notes to Condensed Consolidated Financial Statements

 

Board(unaudited)

A summary of Directors the Company’s remaining operating lease liabilities is as follows:

For the Year Ending December 31, Amount 
2023 $1,212,500 
2024  1,650,000 
2025  1,650,000 
2026  1,650,000 
2027  1,650,000 
Thereafter  687,500 
Total lease payments  8,500,000 
Less: amount representing imputed interest  (1,026,376)
Present value of lease liability  7,473,624 
Less: current portion  (1,279,117)
Lease liability, non-current portion $6,194,507 

Note 5 – Intangible Assets, net

Intangible assets consist of the following:

  Intellectual Property  Licenses  Total Intangibles  Accumulated Amortization  Total 
Balance as of January 1, 2023 $37,165  $-  $37,165  $(14,329) $22,836 
Purchases of intangibles  -   565,000   565,000   -   565,000 
Amortization expense  -   -   -   (999)  (999)
Balance as of March 31, 2023 $37,165  $565,000  $602,165  $(15,328) $586,837 

 

On February 18, 2022, Jerry Lewin resigned as a Class C Director of the Company. In appreciation of Mr. Lewin’s services to27, 2023, the Company aspurchased a director, Chairfive-year exclusive worldwide software license to operate four mobile casual games which will be amortized over a useful life of 5 years. As of March 31, 2023 the Compensation Committee and a member of the Audit Committee, the Company paid to Mr. Lewin $25,000, accelerated vesting of 40,000 unvested stock options previously granted to Mr. Lewin pursuant to an option agreement dated effective May 6, 2021, and extended the exercise period of such options to May 6, 2031. The Company immediately recognized stock-based compensation expense of $32,909 related to the modification of these awards.software has not yet been placed into service.

 


ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 56 – Stockholders’ Equity  

 

Stock Options

 

A summary of the option activity during the three months ended March 31, 20222023 is presented below:

 

     Weighted  Weighted    
     Average  Average    
  Number of  Exercise  Remaining  Intrinsic 
  Options  Price  Term (Yrs)  Value 
Outstanding, January 1, 2022  2,415,000  $3.73       
Granted  -   -         
Exercised  -   -         
Expired  -   -         
Forfeited  -   -         
Outstanding, March 31, 2022  2,415,000  $3.73   7.27  $           - 
Exercisable, March 31, 2022  1,600,000  $3.80   6.57  $- 

     Weighted  Weighted    
     Average  Average    
  Number of  Exercise  Remaining  Intrinsic 
  Options  Price  Term (Yrs)  Value 
             
Outstanding, January 1, 2023  1,675,000  $2.54                          
Granted  -   -         
Exercised  -   -         
Expired  (85,000)  4.09         
Forfeited  (50,000)  4.09         
Outstanding, March 31, 2023  1,540,000  $3.62   6.57  $- 
                 
Exercisable, March 31, 2023  1,195,000  $3.71   6.49  $- 

 

Options outstanding and exercisable as of March 31, 20222023 are as follows:

Options Outstanding  Options Exercisable 
      Weighted    
   Outstanding  Average  Exercisable 
Exercise  Number of  Remaining Life  Number of 
Price  Options  In Years  Options 
$2.11   80,000   8.25   20,000 
$2.17   120,000   8.35   120,000 
$2.21   350,000   9.29   200,000 
$2.48   160,000   9.10   40,000 
$4.09   1,425,000   5.60   1,060,000 
$5.66   280,000   7.47   160,000 
     2,415,000   6.57   1,600,000 

 


ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company uses a blended volatility calculation, the components of which are the Company’s historical volatility for the period from its initial public offering through the valuation date and the average peer-group data of four comparable entities to supplement the Company’s own historical data for the preceding years in computing the expected volatility. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.  

Options Outstanding  Options Exercisable 
      Weighted    
   Outstanding  Average  Exercisable 
Exercise  Number of  Remaining Life  Number of 
Price  Options  In Years  Options 
$       2.11          40,000          7.25          20,000 
$2.17   120,000   7.35   120,000 
$2.21   350,000   8.34   237,500 
$2.48   120,000   8.10   60,000 
$4.09   630,000   5.25   527,500 
$5.66   280,000   6.47   230,000 
     1,540,000   6.49   1,195,000 

 

For the three months ended March 31, 20222023 and 2021,2022, the Company recorded $318,951$5,126 and $282,999,$318,951, respectively, of stock-based compensation expense related to stock options, of which $0 and $56,296, respectively, was included in income from discontinued operations before the sale of WPT on the accompanying condensed consolidated statement of operations.options. As of March 31, 2022,2023, there was $901,830$264,281 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of 2.101.87 years.

 

Restricted Common Stock

A summary of the non-vested restricted common stock activity during the three months ended March 31, 2022 is presented below:

     Weighted 
  Number of  Average 
  Restricted  Grant Date 
  Stock  Fair Value 
Non-vested balance, January 1, 2022  80,000  $2.00 
Vested  (80,000)  2.00 
Non-vested balance, March 31, 2022  -  $- 

For the three months ended March 31, 20222023 and 2021,2022, the Company recorded $82,345$0 and $80,006,$82,345, respectively, of stock-based compensation expense related to restricted stock of which $0 and $13,561, respectively, was included in income from discontinued operations before the sale of WPT on the accompanying condensed consolidated statement of operations. As of December 31, 2021, all restricted common stock was fully vested.stock.

 


 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 

 

Cautionary Statements 

 

The following discussion and analysis of the results of operations and financial condition of Allied EsportsGaming & Entertainment Inc. (the “Company”) as of March 31, 20222023 and for the three months ended March 31, 20222023 and 20212022 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2021 and for the year then ended,2022, which are included in the Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023, as amended on April 27, 2023 and May 26, 2022.3, 2023, on Forms 10-K/A. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

 

The Company

 

Allied EsportsGaming and Entertainment Inc., (“AESE”AGAE” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. Allied Esports International, Inc. (“Allied”) operates global competitive esports properties designed to connect players and fans via a network of connected arenas. Esports Arena Las Vegas, LLC operates a premier publicflagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. Allied Esports GmbH operates a mobile esports trucks that serves as both a battleground and content generation hub and also operates a studio for recording and streaming gaming events.  The Company offers a variety of esports and gaming-related content, including world class tournaments, live and virtual entertainment company, consisting of theand gaming events, and original programming to continuously foster an engaged gaming community. Allied Esports business. AESE also operatedoperates solely through its wholly owned subsidiaries. In December 2022, the World Poker TourCompany completed a strategic review of its business until AESE soldoperations and announced plans to restructure the existing esports business and expand its focus to include a broader array of entertainment and gaming products and services. Under this plan, the Company intends to pursue multiple channels of opportunities instead of a single significant corporate transaction such businessas an acquisition of complimentary assets or businesses, and it is currently exploring opportunities to leverage its location-based-entertainment expertise with a focus on July 12, 2021.gaming lifestyle and experiential entertainment, as well as growing its digital footprint and monetization capabilities through mobile gaming.

 

Allied EsportsAllied’s in-person experiences include live events hosted at its flagship arena, HyperX Arena Las Vegas, an affiliate arena with one of its global network of esports arena partners, and its mobile arenas. Allied’s multiplatform content include its partnerships with live streamers, post-produced episodic content, and short-form repackaged content. Allied’s interactive services include strategic partnerships with various content creators, broadcasters, and streaming technology partners to provide interactive streaming experiences with a wide range of influencers.

 

Gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 2.56 billion gamers playing esports globally, and esports is the major driver of this growth. Esports, short for “electronic sports,” is a general label that comprises a diverse offering of competitive electronic games that gamers play against each other. It is projected that by 2023, 646 million people will be watching esports globally, and that global esports revenue will grow to approximately $1.5 billion.


 

The esports gaming industry is relatively new and is challenging. Competition is rapidly developing. Allied Esports’ business relies upon its ability to grow and garner an active gamer community, and successfully monetize this community through tournament fees, live event ticket sales, and advertising and sponsorships utilizing a three-pillar approach, which includes:

●in-person experiences;

●developing multiplatform content; and

●providing interactive services.

ItsOur growth also depends, in part, on itsour ability to respond to technological evolution, shifts in gamer trends and demands, introductions of new games, game publisher intellectual property right practices, and industry standards and practices. While change in this industry may be inevitable, Allied Esportswe will try to adapt itsour business model as needed to accommodate change and remain on the forefront of its competitors.

 


Allied Esports’Our business plan requires significant capital expenditures, and it expects itswe expect our operating expenses to increase significantly as it continueswe continue to expand itsour marketing efforts and operations in existing and new geographies andas well as new vertical markets (including itslive influencer events, experiential entertainment, casual mobile gaming, live streaming platforms and channels, interactive content monetization, and online esports tournament and gaming subscription platform it intends to develop). A key element of Allied Esports’ growth strategy is to extend its brand by opening additional flagship arenas throughout the world and by licensing the Allied Esports brand to third party esports arena operators,platforms), which it believeswe believe will provide attractive returns on investment.

Results of Operations

 

ContinuingResults of Operations

 

Our continuing operations consist of our esports gaming operations, which take place at global competitive esports properties designed to connect players and fans via a network of connected arenas. WeThrough our subsidiaries, we offer esports fans state-of-the-art facilities to compete against other players in esports competitions, host live events with esports superstars that potentially stream to millions of viewers worldwide, produce and distribute esports content with at our on-site production facilities and studios. At our flagship arena in Las Vegas, Nevada, we provide an attractive facility for hosting corporate events, tournaments, game launches or other events. Additionally, Allied Esports has twowe have a mobile esports arenas,arena, which areis an 18-wheel semi-trailerssemi-trailer that convertconverts into a first class esports arenasarena and competition stagesstage with full content production capabilities and an interactive talent studios. During the quarter ended March 31, 2022, we began generating revenue from digital asset sales of NFTs.studio.

 

DiscontinuedResults of Operations for the Three Months Ended March 31, 2023 and 2022

 

The World Poker Tour (“WPT”) is an internationally televised gaming and entertainment with brand presence in land-based poker tournaments, television, online and mobile. Leading innovation in the sport of poker since 2002, WPT helped ignite the global poker boom with the creation of a unique television show based on a series of high-stakes poker tournaments. On July 12, 2021, we consummated the sale of the WPT business for $106.0 million. As a result of the sale of WPT, the WPT business has been recast as discontinued operations.

  For the    
  Three Months Ended    
  March 31,  Favorable 
(in thousands) 2023  2022  (Unfavorable) 
          
Revenues:         
In-person $1,193  $2,203   (1,010)
Multiplatform content  -   209   (209)
Total Revenues  1,193   2,412   (1,219)
Costs and Expenses:            
In-person (exclusive of depreciation and amortization)  672   1,810   1,138 
Multiplatform content (exclusive of depreciation and amortization)  -   21   21 
Selling and marketing expenses  55   69   14 
General and administrative expenses  2,543   3,452   909 
Depreciation and amortization  579   809   230 
Loss From Operations  (2,656)  (3,749)  1,093 
Other Income (Expense)            
Other income (expense), net  27   (7)  34 
Interest income, net  735   5   730 
Net loss $(1,894) $(3,751)  1,857 

 


 

 

Results of Operations for the Three Months Ended March 31, 2022 and 2021

  For the Three Months    
  Ended    
  March 31,  Favorable 
(in thousands) 2022  2021  (Unfavorable) 
Revenues:         
In-person $2,203  $501  $1,702 
Multiplatform content  209   -   209 
Total Revenues  2,412   501   1,911 
Costs and Expenses:            
In-person (exclusive of depreciation and amortization)  1,810   538   (1,272)
Multiplatform  (exclusive of depreciation and amortization)  21   -   (21)
Selling and marketing expenses  69   44   (25)
General and administrative expenses  3,452   3,913   461 
Depreciation and amortization  809   882   73 
Loss From Operations  (3,749)  (4,876)  1,127 
Other Income (Expense):            
Other (expense) income, net  (7)  55   (62)
Interest income (expense), net  4   (153)  157 
Loss from continuing operations  (3,752)  (4,974)  1,222 
Income from discontinued operations, net of tax provision  -   1,637   (1,637)
Net loss $(3,752) $(3,337) $(415)

Revenues

 

In-person experience revenues increaseddecreased by approximately $1.7$1.0 million, or 340%46%, to approximately $1.2 million for the three months ended March 31, 2023 from approximately $2.2 million for the three months ended March 31, 2022 from approximately $0.5 million for the three months ended March 31, 2021.2022. The increasedecrease of in-person experience revenues was driven by (a) a $1.1$1.0 million increasedecrease in sponsorship revenue fromrelated to the timing of a new contract entered intolive streaming event in which Season 1 occurred in the first quarter of 2022 (b) a $0.4 million increaseand Season 2 is scheduled to occur in studio and truck rental revenue, and (c) a $0.2 million increase in food and beverage and event revenue primarily attributable to the removalsecond quarter of COVID-19 pandemic-related capacity restrictions at the Company’s HyperX Esports Arena in Las Vegas.2023.  

 

Multiplatform revenue increaseddecreased by approximately $209 thousand for the three months ended March 31, 2023 from $209 thousand for the three months ended March 31, 2022 fromto $0 for the three months ended March 31, 2021.2023. The increasedecrease in multiplatform revenues is the result of NFT sales, which were sold for the first time beginninglaunched in March of 2022.2022 and are no longer sold after the initial launch. 

 

Costs and expenses

 

In-person costs (exclusive of depreciation and amortization) increaseddecreased by approximately $1.3$1.1 million, or 236%63%, to approximately $0.7 million for the three months ended March 31, 2023 from approximately $1.8 million for the three months ended March 31, 2022 from approximately $0.5 million for the three months ended March 31, 2021. In-person costs increased as2022. The decrease is the result of the increasedlower revenues described above.


 

Multiplatform costs (exclusive of depreciation and amortization) increased by approximatelydecreased to $0 for the three months ended March 31, 2023 from $21 thousand for the three months ended March 31, 2022 from $0 for the three months ended March 31, 2021.2022. The increasedecrease in multiplatform costs corresponds to the increasedecrease in revenue as discussed above.

 

Selling and marketing expenses increaseddecreased by approximately $25$14 thousand, or 57%20%, to approximately $55 thousand for the three months ended March 31, 2023 from approximately $69 thousand for the three months ended March 31, 2022 from approximately $44 thousand for the three months ended March 31, 2021. The increase in selling and marketing expenses was driven by the increase in events for the three months ended March 31, 2022.

 

General and administrative expenses decreased by approximately $0.5$0.9 million, or 12%26%, to approximately $3.4$2.5 million for the three months ended March 31, 2022,2023, from approximately $3.9$3.5 million for the three months ended March 31, 2021.2022. The decrease in general and administrative expenses resulted primarily from higher expenses during the first quarter of 2021 as follows: (i)2022 related to $0.7 million higher legal and professional fees during the first quarter of 2021 due to additional expenses related to the sale of WPT; (ii) $0.2 million higher stock-based compensation in 2021 due to the issuance of director grants and restricted stock units issued to the former CEO during the period, and (iii) $0.4 million higher payroll costs during the first quarter of 2021, related to higher corporate payroll. These decreases were slightly offset by a $0.8 million increase in payroll expenses resulting from severance costs incurred upon the termination of employment of our former Chief Executive Officer (“CEO”). in addition to $0.4 million of higher stock-based compensation during the first quarter of 2022 related to the accelerated vesting of options previously granted to the former CEO upon her termination. These decreases were slightly offset by a $0.3 million increase in legal and professional fees related to various employment and independent auditor transition matters.

 

Depreciation and amortization decreased by approximately $73 thousand,$0.2 million, or 8%28%, to approximately $809 thousand$0.6 million for the three months ended March 31, 2022,2023, from approximately $882 thousand$0.8 million for the three months ended March 31, 2021.2022. The decrease was primarily due to additional amortization of leasehold improvements that occurred in the first quarter of 2022 that was corrected as an out-of-period adjustment in the third quarter of 2022.

 

Other income (expense)

 

We recognized other expenseincome of approximately $7$27 thousand during the three months ended March 31, 20222023 compared to $55$7 thousand of other incomeexpense recorded for the three months ended March 31, 2021. Other income recognized in the first quarter of 2021 was related to an insurance payment received for a claim submitted for damaged equipment. 

2022.

Interest income (expense)

Interest income was approximately $4 thousand for the three months ended March 31, 2022 compared to $153 thousand of interest expense for the three months ended March 31, 2021. The decrease in interest expense is a result of the decrease in the principal balance of notes payable and convertible notes outstanding during the period, since these debt instruments were repaid from the proceeds of the sale of WPT. 

Results of Discontinued Operations 

We recognized income from discontinued operations, net of tax, of $0 and $1.6 million during the three months ended March 31, 2022 and 2021, respectively, representing an decrease of $1.6 million. The decrease is due to the sale of the WPT business on July 12, 2021. 


 

Interest income

Interest income was approximately $735 thousand for the three months ended March 31, 2023 compared to approximately $5 thousand of interest income for the three months ended March 31, 2022. The increase is a result of the interest earned on a short-term investment purchased during the fourth quarter of 2022.

Liquidity and Capital Resources

 

The following table summarizes our total current assets, current liabilities and working capital from continuing operations at March 31, 20222023 and December 31, 2021,2022, respectively:

 

  March 31,  December 31, 
(in thousands) 2022  2021 
Current Assets $92,421  $94,261 
Current Liabilities $5,970  $5,249 
Working Capital $86,451  $89,012 

  March 31,  December 31, 
(in thousands) 2023  2022 
Current Assets $80,420  $82,377 
Current Liabilities $4,860  $3,298 
Working Capital Surplus $75,560  $79,079 

Our primary sources of liquidity and capital resources are cash and short-term investments on the balance sheet and funds that can be raised through debt or equity financing.

 

As of March 31, 2022,2023, we had cash of approximately $90.7$3.6 million (not including approximately $74.5 million of short-term investments and $5 million of restricted cash) and working capital from continuing operations of approximately $86.5$75.6 million. For the three months ended March 31, 20222023 and 2021,2022, we incurred a net loss from continuing operations of approximately $3.8$1.9 million and $5.0$3.8 million, respectively, and had cash (used in) provided by continuingused in operations of approximately $(2.1)$1.0 million and $0.1$2.1 million, respectively.

 

Cash requirements for our current liabilities include approximately $5.8$2.4 million for accounts payable and accrued expenses. Cash requirements for current and non-current lease paymentsobligations are approximately $1.9$7.5 million. The Company intends to meet these cash requirements from its current cash balance. As of March 31, 2022,2023, the Company had no material commitments for capital expenditures. 

The global impact of the Covid-19 pandemic and its variants (“COVID-19”) continues to evolve. While the arena is currently running at full capacity for daily play and weekly tournaments, we are continuing to monitor the outbreak of COVID-19 and the related business and travel restrictions, and changes to behavior intended to reduce its spread, and the related impact on our operations, financial position and cash flows, as well as the impact on our employees. The magnitude and duration of the pandemic has had a significant adverse impact on our historical operations and liquidity. Given the positive effects of vaccines on the US and global populations along with relaxed restrictions on travel and social gatherings, we expect that such impacts will be less significant on our future operations and liquidity. 

On July 12, 2021, we completed the sale of the WPT business for an aggregate purchase price of $106.2 million. With the sale of the WPT business, weWe believe our current cash on hand is sufficient to meet our operating and capital requirements for at least the next twelve months from the date these financial statements are issued. 

 


Cash Flows from Operating, Investing and Financing Activities

 

The table below summarizes cash flows from continuing operations for the three months ended March 31, 20222023 and 2021: 2022:

 

  Three Months Ended 
  March 31, 
(in thousands) 2022  2021 
Net cash (used in) provided by      
Operating activities $(2,125) $88 
Investing activities $(50) $9,990 
Financing activities $-  $- 

  For the Three Months Ended 
  March 31, 
(in thousands) 2023  2022 
Net cash used in      
Operating activities $1,033  $2,125 
Investing activities $5,095  $50 
Financing activities $1,459  $- 

 


Net Cash (Used in) Provided ByUsed in Operating Activities

 

Net cash (used in) provided byused in operating activities for the three months ended March 31, 20222023 and 20212022 was approximately $(2.1)$1.0 million and $0.1$2.1 million, respectively, representing increaseddecreased usage of cash of $2.2$1.1 million. During the three months ended March 31, 20222023 and 2021,2022, the net cash used in operating activities was primarily attributable to the net loss from continuing operations of approximately $3.8$1.9 million and $5.0$3.7 million, respectively, adjusted for approximately $1.0$0.8 million and $1.4$1.2 million, respectively, of net non-cash expenses, and approximately $0.6$0.1 million and $3.6$0.4 million, respectively, of cash provided by changes in the levels of operating assets and liabilities. 

 

Net Cash (Used in) Provided byUsed in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2023 was approximately $5.1 million, which consisted primarily of certificate of deposit purchases of $4.5 million and $0.6 million relates to the acquisition of the casual mobile games license.

 

Net cash used in investing activities during the three months ended March 31, 2022 was approximately $50 thousand, which consisted primarily of approximately $41 thousand for an investment in Ether and $9 thousand of cash used for the purchase of property and equipment. 

 

Net Cash Used in Financing Activities

Net cash provided by investingused in financing activities for the three months ended March 31, 2021 consisted primarily of a $10.02023 was approximately $1.5 million depositcompared to $0 for the salethree months ended March 31, 2022. Net cash used in financing activities during the three months ended March 31, 2023 represented the purchase of WPT.  treasury stock.

 

Off-Balance Sheet Arrangements

 

The Company does not engage in any off-balance sheet financing activities, nor does the Company have any interest in entities referred to as variable interest entities.

 

Critical Accounting Policies and Estimates

 

Refer to our Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed with the SEC on May 26, 2022March 24, 2023 and Note 2 to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q, for a discussion of our critical accounting policies and use of estimates. 

 


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable. 

 


ITEM 4. CONTROLS AND PROCEDURES.

 

Effectiveness of Disclosure Controls and Procedures

 

Our management, under the direction of our Interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022.2023. Based on this evaluation our management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 20222023 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis. basis, primarily due to the material weakness in internal control over financial reporting as discussed below.

 

Despite not conducting a formal assessment regarding internal control over financial reporting, management identified the following material weaknesses as of December 31, 2021,2022, which persistpersisted as of March 31, 2022: 2023:

 

●inadequate internal controls over the timely filing of the consolidated financial statements;

●inadequate segregation of duties resulting from limited accounting staff and resources; and
   
 ●inadequate information technology general controls as it relates to user access and change management.

 

Management has begunOur management, under the oversight of our Audit Committee, and in consultation with outside advisors, continues to take action, includingevaluate and implement measures designed to ensure that control deficiencies contributing to the engagement of additional accounting personnelmaterial weakness are remediated. These remediation measures include but are not limited to: (i) reorganizing roles and compliance resources,responsibilities to address these material weaknesses. Notwithstandingsegregation of duties issues, (ii) evaluating and implementing enhanced process controls around user access and change management; and (iii) monitoring and conducting regular assessment of the effectiveness of internal controls.

We believe the above actions will be effective in remediating the material weaknesses inweakness described above and we will continue to devote time and attention to these remedial efforts. However, as we continue to evaluate and take actions to improve our internal controlcontrols over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above,above. Our remediation efforts will not be considered complete until the applicable controls operate for a sufficient period and our management has concluded, through testing, that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Qthese controls are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America. operating effectively.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended March 31, 2022, management has hired additional accounting personnel2023, there were no changes in order enhance our internal control over financial reporting and plansthat have affected, or are reasonably likely to take additional steps to remediate the material weaknesses.materially affect, our internal control over financial reporting.

 


 

 

PART II - OTHER INFORMATION 

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company”, we are not requiredIn addition to providethe other information required byset forth in this Item. However, investors are encouraged to reviewreport, you should carefully consider the factors discussed in the “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2022 and our currentother public filings, which could materially affect our business, financial condition or future results. There has been no material changes from risk factors set forthpreviously disclosed in “Risk Factors” in such Form 10-K in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed with the SEC on May 26, 2022.March 24, 2023. 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 

 

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On November 11, 2022, our Board of Directors (the “Board”) authorized a stock repurchase program under which we are authorized to repurchase up to $10 million of our outstanding shares of common stock through November 17, 2024. The manner, timing and amount of any purchase will be based on an evaluation of market conditions, stock price and other factors. Repurchases under the program will be made in open market transactions in compliance with the Securities and Exchange Commission Rule 10b-18 and federal securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be extended, suspended or discontinued at any time at the Company’s discretion. The stock repurchase will be funded using the Company’s working capital.

The following table provides information with respect to repurchases made under the stock repurchase program for the quarter ended March 31, 2023:

Period Total Number of Shares
(or Units) Purchased		  Average Price Paid Per Share (Unit)  

Total Number of Shares
Purchased as Part of Publicly
of Publicly Announced
Plans or Program

  

Approximate Dollar
Value of Shares that
May be Purchased Under
the Plans or Programs (1)

 
January 1, 2023 to January 31, 2023  338,434  $1.19   338,434  $8,976,573 
                 
February 1, 2023 to February 28, 2023  498,813  $1.37   498,313  $8,274,144 
                 
March 1, 2023 to March 31, 2023  268,357  $1.24   268,357  $7,930,362 

(1)On November 11, 2022, the Board of Directors authorized a stock repurchase program under which the Company was authorized to repurchase up to $10 million of the Company’s common stock through November 17, 2024.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 

 

None. 

 


ITEMTEM 4. MINE SAFETY DISCLOSURES. 

 

Not applicable. 

 

ITEM 5. OTHER INFORMATION. 

 

None.

 

ITEM 6. EXHIBITS.

 

Exhibit

 Description
10.1Separation Agreement and Release dated February 16, 2022 by and between Libing (Claire) Wu and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 18, 2022)
10.2Release and Non-disparagement Agreement dated March 7, 2022 by and between Jerry Lewin and the Company (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed May 26, 2022)
31.1* Section 302 Certification of Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a)
31.2* Section 302 Certification of Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a)
32.1* Section 906 Certification of Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350
32.2* Section 906 Certification of Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*Filed herewith

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 ALLIED ESPORTSGAMING & ENTERTAINMENT INC.
  
Dated: June 24, 2022May 11, 2023By:/s/ Lyle BermanYinghua Chen
  

Lyle Berman, InterimYinghua Chen, Chief Executive Officer,
Co-Chairman of the Board
(Principal Executive Officer)

   
Dated: June 24, 2022May 11, 2023By:/s/ Roy Anderson
  Roy Anderson, Chief Financial Officer
(Principal Financial Officer)

 

 

2524

 

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