Exhibit 99.1
ENGINE GAMING AND MEDIA, INC.
Interim Condensed Consolidated Financial Statements
(Unaudited)
For the three months ended
November 30, 2021 and 2020
(Expressed in United States Dollars)
Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) |
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Table of Contents
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) |
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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying interim condensed consolidated financial statements of Engine Gaming and Media, Inc., (formerly Engine Media Holdings, Inc.) (the “Company”) are the responsibility of management and the Board of Directors.
The interim condensed consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the interim condensed consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the interim condensed consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.
Management has established processes, which are in place to provide it with sufficient knowledge to support management representations that it has exercised reasonable diligence in that (i) the interim condensed consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the interim condensed consolidated financial statements and (ii) the interim condensed consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the interim condensed consolidated financial statements.
The Board of Directors are responsible for reviewing and approving the interim condensed consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. The Company’s Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the interim condensed consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Interim Condensed Consolidated Statements of Financial Position (Cont’d) (Unaudited) (Expressed in United States Dollars) |
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| Note | November 30, 2021 | August 31, 2021 | ||||||||
| $ | $ | |||||||||
| ASSETS | ||||||||||
| Current | ||||||||||
| Cash | ||||||||||
| Restricted cash | 13 | |||||||||
| Accounts and other receivables | 6 | |||||||||
| Government remittances | ||||||||||
| Publisher advance, current | 6 | |||||||||
| Prepaid expenses and other | ||||||||||
| Non-Current | ||||||||||
| Publisher advance, non-current | 6 | |||||||||
| Investment at FVTPL | 7 | |||||||||
| Property and equipment | 8 | |||||||||
| Goodwill | 9 | |||||||||
| Intangible assets | 10 | |||||||||
| Right-of-use assets | 11 | |||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Interim Condensed Consolidated Statements of Financial Position (Cont’d) (Unaudited) (Expressed in United States Dollars) |
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| Note | November 30, 2021 | August 31, 2021 | ||||||||
| $ | $ | |||||||||
| LIABILITIES | ||||||||||
| Current | ||||||||||
| Accounts payable | ||||||||||
| Accrued liabilities | ||||||||||
| Players liability account | 13 | |||||||||
| Deferred revenue | ||||||||||
| Lease obligation, current | 12 | |||||||||
| Long-term debt, current | ||||||||||
| Promissory notes payable | 14 | |||||||||
| Warrant liability | 16 | |||||||||
| Convertible debt, current | 15 | |||||||||
| Arbitration reserve | 21 | |||||||||
| Convertible debt, non-current | 15 | |||||||||
| Lease obligation, non-current | 12 | |||||||||
| SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||||
| Share capital | 17 | |||||||||
| Contributed surplus | ||||||||||
| Foreign currency translation reserve | ( | ) | ( | ) | ||||||
| Deficit | ( | ) | ( | ) | ||||||
| Non-controlling interest | ||||||||||
| Going concern | 1 | |||||||||
| Commitments and contingencies | 21 | |||||||||
| Subsequent events | 26 | |||||||||
| Approved on Behalf of Board: | “Larry Rutkowski” | “Lou Schwartz” | |
| Director | Director |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Interim Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Expressed in United States Dollars) |
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| For the three months ended | ||||||||||
| Note | November 30, 2021 | November 30, 2020 | ||||||||
| $ | $ | |||||||||
| CONTINUING OPERATIONS | ||||||||||
| REVENUE | ||||||||||
| Games development | ||||||||||
| Direct to consumer | ||||||||||
| Software-as-a-service | ||||||||||
| Advertising | ||||||||||
| Professional services | ||||||||||
| EXPENSES | ||||||||||
| Salaries and wages | ||||||||||
| Consulting | ||||||||||
| Professional fees | ||||||||||
| Revenue sharing expense | ||||||||||
| Sponsorships and tournaments | ||||||||||
| Advertising and promotion | ||||||||||
| Office and general | ||||||||||
| Technology expenses | ||||||||||
| Amortization and depreciation | 8,10,11 | |||||||||
| Share-based payments | 18, 19 | |||||||||
| Interest expense | ||||||||||
| Loss on foreign exchange | ( | ) | ||||||||
| Transaction costs | - | |||||||||
| Non-operational professional fees | - | |||||||||
| Arbitration settlement reserve | 21 | ( | ) | - | ||||||
| Change in fair value of warrant liability | 16 | ( | ) | ( | ) | |||||
| Change in fair value of convertible debt | 15 | ( | ) | |||||||
| ASSOCIATES | ||||||||||
| Share of net loss of associate | - | |||||||||
| Net loss for the period before discontinued operations | ( | ) | ( | ) | ||||||
| DISCONTINUED OPERATIONS | ||||||||||
| Loss on disposal of Motorsports | 22 | - | ( | ) | ||||||
| Loss from discontinued operations | 22 | ( | ) | ( | ) | |||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Net (income) loss attributable to non-controlling interest | ( | ) | ||||||||
| Net loss attributable to owners of the Company | ( | ) | ( | ) | ||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||
| Items that may be reclassified subsequently to profit or loss | ||||||||||
| Foreign currency translation differences | ||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ||||||
| LOSS PER SHARE | ||||||||||
| Basic loss per share - continuing operations | 5 | ( | ) | ( | ) | |||||
| Basic loss per share - discontinued operations | 5 | ( | ) | ( | ) | |||||
| Basic and diluted loss per share | 5 | ( | ) | ( | ) | |||||
| Weighted average number of shares outstanding - Basic | 5 | |||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficiency) (Unaudited) (Expressed in United States Dollars) |
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| Share capital: Number | Share capital: Amount | Shares to be issued | Contributed surplus | Foreign currency translation reserve | Deficit | Total equity before non-controlling interest | Non-controlling interest | Total equity | ||||||||||||||||||||||||||||
| # | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Balance, as at August 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Shares issued on vesting of RSUs | - | ( | ) | - | - | - | ||||||||||||||||||||||||||||||
| Convertible debt conversion | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common shares issued on exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Disposal of Motorsports | - | - | ( | ) | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||
| Non-controlling interest in subsidiary | - | - | - | ( | ) | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance, as at November 30, 2020 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, as at August 31, 2021 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Shares issued on vesting of RSUs | - | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||
| Non-controlling interest in subsidiary | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance, as at November 30, 2021 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Interim Condensed Consolidated Statements of Cash Flows (Unaudited) (Expressed in United States Dollars) |
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| For the three months ended | ||||||||||
| Note | November 30, 2021 | November 30, 2020 | ||||||||
| $ | $ | |||||||||
| OPERATING ACTIVITIES | ||||||||||
| Net loss for the period before non-controlling interest | ( | ) | ( | ) | ||||||
| Items not affecting cash: | ||||||||||
| Amortization and depreciation | 8, 10, 11 | |||||||||
| Arbitration settlement reserve | 21 | ( | ) | - | ||||||
| Loss on disposal of Motorsports | 22 | - | ||||||||
| Share of net loss of associate | - | |||||||||
| Change in fair value of warrant liability | 16 | ( | ) | ( | ) | |||||
| Change in fair value of convertible debt | 15 | ( | ) | |||||||
| Accretion of debt | ||||||||||
| Share-based payments | 18, 19 | |||||||||
| ( | ) | ( | ) | |||||||
| Changes in non-cash working capital: | ||||||||||
| Restricted cash | ( | ) | ||||||||
| Accounts and other receivables | ( | ) | ( | ) | ||||||
| Government remittances | ( | ) | ||||||||
| Publisher advance | 6 | - | ||||||||
| Prepaid expenses and other | ||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||
| Accrued liabilities | ||||||||||
| Players liability account | ( | ) | ||||||||
| Deferred revenue | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||
| INVESTING ACTIVITIES | ||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||||
| Acquisition of intangible assets | - | ( | ) | |||||||
| Cash from disposal of Motorsports | - | |||||||||
| ( | ) | ( | ) | |||||||
| FINANCING ACTIVITIES | ||||||||||
| Proceeds from convertible debentures | 15 | - | ||||||||
| Net (payments) proceeds from promissory notes payable | 14 | ( | ) | ( | ) | |||||
| Proceeds from exercise of warrants | 16 | - | ||||||||
| Payments on lease financing | 12 | ( | ) | ( | ) | |||||
| Payments on long-term debt | ( | ) | ( | ) | ||||||
| ( | ) | |||||||||
| Impact of foreign exchange on cash | ( | ) | ||||||||
| Change in cash | ( | ) | ( | ) | ||||||
| Cash, beginning of period | ||||||||||
| Cash, end of quarter | ||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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1. Corporate information and going concern
(a) Corporate information
Engine Gaming and Media Inc. (formerly Engine Media Holdings, Inc.) (“Engine” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on April 8, 2011. The registered head office of the Company is 77 King St. West, Suite 3000, PO Box 95, TD Centre – North Tower, Toronto, Ontario, M5K 1G8, Canada.
Pursuant to shareholder approval at the October 6, 2021, shareholders’ meeting, effective October 19, 2021, the Company changed its name to Engine Gaming and Media, Inc. The Company’s common shares trade on the TSX Venture Exchange under the trading symbol GAME.V and NASDAQ under the trading symbol GAME.
The Company focuses on accelerating new, live, immersive esports and interactive gaming experiences for consumers through its partnerships with traditional and emerging media companies and providing online interactive technology and monetization services.
| (b) | Going concern |
These interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such adjustments could be material. It is not possible to predict whether the Company will be able to raise adequate financing or to ultimately attain profit levels of operations.
The
Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $
These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
2. Basis of preparation
(a) Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These unaudited interim condensed consolidated financial statements are prepared on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the fiscal year ended August 31, 2021; and should be read in conjunction with those audited consolidated financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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These interim condensed consolidated financial statements were authorized for issuance by the Board of Directors of the Company on January 13, 2022.
| (b) | Basis of consolidation |
The interim condensed consolidated financial statements comprise the accounts of the Company and its controlled subsidiaries. The financial statements of subsidiaries are included in the interim condensed consolidated financial statements from the date that control commences until the date that control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
The Company’s material subsidiaries as of November 30, 2021, are as follows:
| Name of Subsidiary | Country of Incorporation | Ownership Percentage |
Functional Currency | |||
Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| 2. | Basis of preparation (cont’d) |
| (c) | Functional and presentation currency |
| The functional currency of the Company is the US Dollar (“USD). The functional currencies of the Company’s subsidiaries are disclosed in Note 2(b). The presentation currency of the interim condensed consolidated financial statements is the US Dollar (“USD”). | |
| (d) | Income taxes |
| The
Company had |
3. Significant judgments, estimates and assumptions
| The preparation of these interim condensed consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the interim condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the interim condensed consolidated financial statements. | |
| On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenues, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Significant estimates and judgments made by management in the preparation of these interim condensed consolidated financial statements are outlined below. | |
| The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There is a material uncertainty regarding the Company’s ability to continue as a going concern. |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| 3. | Significant judgments, estimates and assumptions (cont’d) |
| (a) | Significant estimates and critical judgments |
Information about significant estimates and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the interim condensed consolidated financial statements is included in the following notes:
| Note 1 | Going concern; | |
| Note 25 | Expected credit losses; | |
| Note 16 | Valuation of warrant liability; | |
| Notes 9 and 10 | Goodwill and intangible assets; | |
| Notes 18 and 19 | Valuation of share-based payments; | |
| Note 15 | Valuation of convertible debt; and | |
| Note 21 | Contingencies. |
| (b) | Uncertainty about the effects of COVID-19 |
| In December 2019, a novel strain of coronavirus (“COVID-19”) emerged and has since extensively impacted global health and the economic environment. To contain the spread of COVID-19, domestic and international governments around the world enacted various measures, including orders to close all businesses not deemed “essential,” quarantine orders for individuals to stay in their homes or places of residence, and to practice social distancing when engaging in essential activities. The Company anticipates that these actions and the global health crisis caused by COVID-19 will continue to negatively impact many business activities and financial markets across the globe. | |
| In an effort to protect the health and safety of our employees, much of the Company’s workforce is currently working from home. The Company has implemented business continuity plans and has increased support and resources to enable employees to work remotely and thus far has been able to operate with minimal disruption. | |
| The global COVID-19 pandemic remains an evolving situation. The Company will continue to actively monitor the developments of the pandemic and may take further actions that could alter business operations as may be required by federal, state, local, or foreign authorities, or that management determines are in the best interests of our employees, customers, partners, and shareholders. It is not clear what effects any such potential actions may have on the Company’s business, including the effects on our employees, players and consumers, customers, partners, development and content pipelines, the Company’s reputation, financial condition, results of operations, revenue, cash flows, liquidity, or stock price. | |
4. Changes in significant accounting policies
| Future accounting pronouncements | |
| The following standards have not yet been adopted and are being evaluated to determine their impact on the Company: |
Amendments to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract;
Amendments to IAS 16 – Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IFRS 3 – Reference to the Conceptual Framework
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or the Company is still assessing what the impact will be to the Company’s financial statements.
| Basic net income (loss) per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted net income (loss) per share assumes the conversion, exercise, or issuance of all potential common share equivalents unless the effect is to reduce the loss or increase the income per share. For purposes of this calculation, stock options, warrants and RSU’s are potential common shares and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive. | |
| Due to the net loss incurred during the three months ended November 30, 2021, and 2020, all outstanding options, restricted share units and warrants were excluded from diluted weighted-average common shares outstanding as their effect was anti-dilutive. Weighted average common shares outstanding for the three months ended November 30, 2021, and 2020 were and , respectively. | |
6. Accounts, other receivables, and customer advance
| (a) | Accounts and other receivables |
The Company’s accounts and other receivables are comprised of the following:
| November 30, 2021 | August 31, 2021 | |||||||
| $ | $ | |||||||
| Trade accounts receivable | ||||||||
| Other receivables | ||||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
A continuity of the Company’s allowance for doubtful accounts is as follows:
| November
30, 2021 | August
31, 2021 | |||||||
| $ | $ | |||||||
| Allowance for doubtful accounts, August 31 | ( | ) | ( | ) | ||||
| Acquisition of SideQik | - | ( | ) | |||||
| Provision, bad debt expense | - | ( | ) | |||||
| Writeoffs | - | |||||||
| Allowance for doubtful accounts, November 30 | ( | ) | ( | ) | ||||
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| (b) | Publisher advance |
| On
February 7, 2021, the Company’s subsidiary Frankly Media LLC, amended its commercial agreement with its largest publisher,
which secured a long-term extension. The contract is expected to go through early calendar year 2023. One of the key terms
of the amended agreement required the Company to advance $ |
| (i) | $ | |
| (ii) | $ | |
| (iii) | $ |
The advance is to be recouped through additional withholding on future advertising revenue share payments made to the publisher, beyond Frankly’s share, and is effective for amounts billed for periods February 1, 2021, forward.
As
of November 30, 2021, $
The breakout of the publisher advance into current and non-current portions is based on an estimate of advertising billings over the next twelve months and the resulting additional withholding on the related advertising revenue share payments.
7. Investment at FVTPL
On
August 25, 2020, the Company acquired a
The Company accounted for this investment as an investment in associate under the equity method from acquisition through January 5, 2021. The Company’s share in the loss of One Up for the period from September 1, 2020, to January 5, 2021, amounted to $.
On
January 5, 2021, the Company’s interest in One Up was reduced to
The
fair value of the Company’s investment in One Up is estimated at each reporting period, with reference to valuations underlying
privately placed financing transactions closed by One Up and is classified with a level 3 in the fair value hierarchy (Note 25).
The fair value of this investment was $
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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8. Property and equipment
| Cost | Leasehold improvements | Computer equipment | Furniture and fixtures | Total |
| |||||||||||
| $ | $ | $ | $ | |||||||||||||
| August 31, 2020 | ||||||||||||||||
| Additions | - | - | ||||||||||||||
| Disposal of Motorsports | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Effect of foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| November 30, 2020 | ||||||||||||||||
| August 31, 2021 | ||||||||||||||||
| Additions | - | - | ||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ||||||||||
| November 30, 2021 | ||||||||||||||||
| Accumulated depreciation | Leasehold improvements | Computer equipment | Furniture and fixtures | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| August 31, 2020 | ||||||||||||||||
| Depreciation | ( | ) | ||||||||||||||
| Disposal of Motorsports | - | ( | ) | ( | ) | ( | ) | |||||||||
| Foreign exchange | ( | ) | ||||||||||||||
| November 30, 2020 | ||||||||||||||||
| August 31, 2021 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| November 30, 2021 | ||||||||||||||||
| Net book value | Leasehold improvements | Computer equipment | Furniture and fixtures | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| August 31, 2021 | ||||||||||||||||
| November 30, 2021 | ||||||||||||||||
9. Goodwill
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Balance, August 31, | ||||||||
| Effect of foreign exchange | ( | ) | ||||||
| Balance, November 30, | ||||||||
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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10. Intangible assets
A continuity of the Company’s accumulated impairment losses for intangibles is as follows:
| Cost | Patents | Application Platforms | Software | Brand | Customer Lists and Contracts | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| August 31, 2020 | ||||||||||||||||||||||||
| Disposal of Motorsports | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange and other | - | |||||||||||||||||||||||
| November 30, 2020 | ||||||||||||||||||||||||
| August 31, 2021 | ||||||||||||||||||||||||
| Foreign exchange and other | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| November 30, 2021 | ||||||||||||||||||||||||
| Accumulated amortization | Patents | Application Platforms | Software | Brand | Customer Lists and Contracts | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| August 31, 2020 | ||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||
| Disposal of Motorsports | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange | - | ( | ) | |||||||||||||||||||||
| November 30, 2020 | ||||||||||||||||||||||||
| August 31, 2021 | ||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||
| Foreign exchange | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| November 30, 2021 | ||||||||||||||||||||||||
| Net book value | Patents | Application Platforms | Software | Brand | Customer Lists and Contracts | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| August 31, 2021 | ||||||||||||||||||||||||
| November 30, 2021 | ||||||||||||||||||||||||
| Page 16 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
11. Right-of-use assets
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Balance, August 31, | ||||||||
| Acquired | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Effect of foreign exchange | ( | ) | ( | ) | ||||
| Balance, November 30, | ||||||||
Right of use assets consist primarily of leases for corporate office facilities and are amortized monthly over the term of the lease, or useful life, if shorter.
12. Lease liabilities
Lease liabilities are measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:
| Equipment | Office lease | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance, August 31, 2020 | ||||||||||||
| Interest expense | ||||||||||||
| Payments | ( | ) | ( | ) | ( | ) | ||||||
| Effect of foreign exchange | ( | ) | ( | ) | ||||||||
| Balance, November 30, 2020 | ||||||||||||
| Balance, August 31, 2021 | ||||||||||||
| Interest expense | ||||||||||||
| Payments | ( | ) | ( | ) | ( | ) | ||||||
| Effect of foreign exchange | ( | ) | ( | ) | ||||||||
| Balance, November 30, 2021 | ||||||||||||
| Page 17 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
The Company’s lease obligation is classified between current and non-current liabilities as follows:
| Equipment | Office lease | Total | ||||||||||
| $ | $ | $ | ||||||||||
| As of November 30, 2020: | ||||||||||||
| Less than one year | ||||||||||||
| Greater than one year | ||||||||||||
| Total lease obligation | ||||||||||||
| Equipment | Office lease | Total | ||||||||||
| $ | $ | $ | ||||||||||
| As of November 30, 2021: | ||||||||||||
| Less than one year | ||||||||||||
| Greater than one year | ||||||||||||
| Total lease obligation | ||||||||||||
The future minimum undiscounted lease payments as of November 30, 2021, are presented below:
| Total | ||||
| $ | ||||
| Current | ||||
| 2 years | ||||
| 3 years | ||||
| 4 years | ||||
| Total undiscounted lease obligation | ||||
13. Players liability account
| The Players liability account consists of UMG and Winview cash deposited by players, plus any prize winnings, less any fees for match game play and withdrawal requests processed to date. As of November 30, 2021, the players liability account balance is the total amount payable if all players were to request closure of their accounts. As of November 30, 2021, the players account liability and corresponding restricted cash balances were the same. |
14. Promissory notes payable and other borrowings
| (a) | Promissory notes |
| The
Company has promissory notes with a balance of $ | |
| The
Company, through its WinView subsidiary, has a secured promissory note outstanding for amounts due for the provision of services
by the noteholder. As of November 30, 2021, $ | |
| (b) | Paycheck Protection Program (the “PPP”) loans |
| During
April and May 2020, the Company entered into promissory notes (the “Notes”) with three banks. The Notes evidence loans
to the Company of $ |
| Page 18 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
Interest
will accrue on the outstanding balance of the Notes at a rate of
Subject
to any forgiveness granted under the PPP,
Upon
the receipt of the proceeds of $
15. Convertible debt
The continuity of convertible debt for the three months ended November 30, 2021, and 2020, is as follows:
| 2019 Series | 2020 Series | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Balance, August 31, 2020 | ||||||||||||
| Issuances | - | |||||||||||
| Conversion - common shares issued | ( | ) | - | ( | ) | |||||||
| Conversion - warrants issued | ( | ) | - | ( | ) | |||||||
| Interest expense | ||||||||||||
| Accrued interest on conversion | ( | ) | - | ( | ) | |||||||
| Effect of foreign exchange | - | |||||||||||
| Change in fair value | ||||||||||||
| Balance, November 30, 2020 | ||||||||||||
| 2019 Series | 2020 Series | EB CD | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Balance, August 31, 2021 | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Accrued interest on conversion / interest payments | - | - | ( | ) | ( | ) | ||||||||||
| Effect of foreign exchange | ( | ) | - | - | ( | ) | ||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, November 30, 2021 | ||||||||||||||||
| 2019 Series | 2020 Series | EB CD | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| As of November 30, 2021: | ||||||||||||||||
| Less than one year | - | |||||||||||||||
| Greater than one year | - | - | ||||||||||||||
| Total convertible debt obligation | ||||||||||||||||
| (a) | 2019 Series |
As of November 30, 2021, the fair value of the 2019 Series convertible debentures was estimated using the binomial lattice model with the below assumptions:
| 2019 Series | November 30, 2021 (CA$) | August 31, 2021 (CA$) | ||||||
| Share price | ||||||||
| Conversion price | ||||||||
| Warrant exercise price | ||||||||
| Term, in years | | | ||||||
| Interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Exchange rate | ||||||||
| Expected dividend yield | % | % | ||||||
| Page 19 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
| (b) | 2020 Series |
The
2020 Series debentures will
The
2020 Series debenture holders may convert all or a portion of the principal amount of the debentures into units (“Units”)
of the Company at a price (the “Conversion Price”) equal to the lesser of (a) $
Notwithstanding
the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the United
States of the common shares (“Common Shares”) of the Company and the exercise of warrants (the “Warrants”) of
the Company to be issued pursuant to the conversion of the 2020 Series debentures, holders of 2020 Series debentures may convert such
debentures into Units at $
Each
Unit is comprised of one common share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company
at an exercise price of $
In
the event that the Company’s common shares are listed for trading on the NASDAQ Capital Market and the Company completes a Public
Offering for an aggregate amount of at least US$
| (c) | 2020 Series - One Up |
These
convertible debentures (the “2020 Series One Up” debentures) have identical terms as the 2020 Series debentures except that
the minimum conversion price of $
| (d) | 2020 Series – Standby |
In
September 2020, the Company entered into an $
The
proceeds of $
| Page 20 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
The
remaining $
As of November 30, 2021, the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions:
| 2020 Series | November 30, 2021 (US$) | August 31, 2021 (US$) | ||||||
| Share price | ||||||||
| Conversion price | ||||||||
| Warrant exercise price | ||||||||
| Term, in years | ||||||||
| Interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| (e) | EB CD |
On
February 24, 2021, the Company extinguished the Amended EB Loan and issued the Lender a secured convertible debenture in the principal
amount of $
| Page 21 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
As of November 30, 2021, the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions:
| EB CD | November 30, 2021 (US$) | August 31, 2021 (US$) | ||||||
| Share price | ||||||||
| Conversion price | ||||||||
| Warrant exercise price | ||||||||
| Term, in years | ||||||||
| Interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Page 22 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| (f) | Fair value |
The following table gives information about how the fair values of these financial liabilities are determined (in particular, the valuation technique and key inputs used).
| Financial assets / financial liabilities | Valuation technique | Key Inputs | Relationship and sensitivity of unobservable inputs to fair value to fair value | |||
| Convertible debt | The fair value of the convertible debentures as of November 30, 2021 has been calculated using a binomial lattice methodology. | Key observable inputs | The estimated fair value would increase (decrease) if: | |||
| Share price CAD $ (USD $) | The share price was higher (lower) | |||||
| Risk-free
interest rate ( |
The risk-free interest rate was higher (lower) | |||||
| Dividend
yield ( |
The dividend yield was lower (higher) | |||||
| Key unobservable inputs | ||||||
| Credit
spread ( |
The credit spread was lower (higher) | |||||
| Discount
for lack of marketability ( |
The discount for lack of marketability was lower (higher) | |||||
| Convertible debt | The fair value of the convertible debentures as of August 31, 2021 has been calculated using a binomial lattice methodology. | Key observable inputs | The estimated fair value would increase (decrease) if: | |||
| Share price CAD$ (USD $) | The share price was higher (lower) | |||||
| Risk-free
interest rate ( |
The risk-free interest rate was higher (lower) | |||||
| Dividend
yield ( |
The dividend yield was lower (higher) | |||||
| Key unobservable inputs | ||||||
| Credit
spread ( |
The credit spread was lower (higher) | |||||
| Discount
for lack of marketability ( |
The discount for lack of marketability was lower (higher) |
| Page 23 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
16. Warrant liability
Liability measured warrants having CAD exercise price
The following tables reflect the continuity of the Company’s liability measured warrants for the three months ended November 30, 2021, and 2020:
| Amount | ||||
| $ | ||||
| Balance at August 31, 2020 | ||||
| Issued on conversion of convertible debt | ||||
| Issued in private convertible debt | ||||
| Exercised | ( | ) | ||
| Change in fair value | ( | ) | ||
| Foreign exchange | ||||
| Balance, November 30, 2020 | ||||
| Amount | ||||
| $ | ||||
| Balance at August 31, 2021 | ||||
| Change in fair value | ( | ) | ||
| Foreign exchange | ( | ) | ||
| Balance, November 30, 2021 | ||||
| Number of warrants | Weighted-average exercise price CAD | |||||||
| # | $ | |||||||
| Outstanding, August 31, 2020 | ||||||||
| Issued on conversion of convertible debt | ||||||||
| Issued in private placement of convertible debentures | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Outstanding as at November 30, 2020 | ||||||||
| Weighted-average | ||||||||
| Number of | exercise price | |||||||
| warrants | CAD | |||||||
| # | $ | |||||||
| Outstanding, August 31, 2021 | ||||||||
| Outstanding as at November 30, 2021 | ||||||||
| Page 24 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The following table reflects the liability measured warrants issued and outstanding as of November 30, 2021:
| Warrants outstanding | ||||||||||||
| Expiry date | Number outstanding | Average exercise price CAD | Average remaining contractual life (years) | |||||||||
| $ | ||||||||||||
As
at November 30, 2021, the fair value of the warrants outstanding (August 31, 2021 – ) was determined to be $
Equity measured warrants having USD exercise price
The Company’s equity measured warrants as of November 30, 2021, and August 31, 2021, had an average weighted-average exercise price of $.
The following table reflects the equity measured warrants issued and outstanding as of November 30, 2021:
| Warrants outstanding | ||||||||||||
| Expiry date | Number outstanding | Average exercise price USD | Average remaining contractual life (years) | |||||||||
| $ | ||||||||||||
If
all equity measured warrants outstanding and exercisable as of November 30, 2021, were exercised, the Company would receive cash from
exercise of approximately $
| Page 25 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
| (a) | Authorized |
The Company is authorized to issue an unlimited number of common shares and an unlimited number of preference shares.
| (b) | Issued and outstanding, common shares |
| Shares | Consideration | |||||||
| # | $ | |||||||
| Balance, August 31, 2020 | ||||||||
| Shares issued on vesting of RSUs | ||||||||
| Convertible debt conversion | ||||||||
| Common shares issued on exercise of warrants | ||||||||
| Balance, November 30, 2020 | ||||||||
| Shares | Consideration | |||||||
| # | $ | |||||||
| Balance, August 31, 2021 | ||||||||
| Shares issued on vesting of RSUs | ||||||||
| Balance, November 30, 2021 | ||||||||
| (c) | Activity for the period |
During the three months ended November 30, 2021, the Company issued common shares upon vesting of an equal number of RSUs (Note 19).
On October 6, 2021, the Company adopted an amended and restated equity incentive plan (“Omnibus Plan”), which amends and restates the equity incentive plan which was previously established as of July 15, 2020. Under the amendments, there were no changes in the terms of previously issued awards. Under the Omnibus Plan, the total number of common shares reserved and available for grant and issuance pursuant to stock options shall not exceed % of the then issued and outstanding shares.
Options may be exercisable over periods of up to years as determined by the Board of Directors of the Company and the exercise price shall not be less than the closing price of the shares on the day preceding the award date, subject to regulatory approval.
| Page 26 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| Weighted-average | ||||||||||||||||
| Number of stock options | Exercise price | Grant-date fair value | Remaining contractual term | |||||||||||||
| # | $ | $ | (yrs.) | |||||||||||||
| Balance, August 31, 2020 | ||||||||||||||||
| Expired/Cancelled | ( | ) | ||||||||||||||
| Balance, November 30, 2020 | ||||||||||||||||
| Balance, August 31, 2021 | ||||||||||||||||
| Granted | ||||||||||||||||
| Issued on exercise of options | - | - | - | |||||||||||||
| Expired/Cancelled | - | - | - | |||||||||||||
| Balance, November 30, 2021 | ||||||||||||||||
| Exercisable as at November 30, 2021 | ||||||||||||||||
| Page 27 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
| Outstanding | Weighted average exercise price | Weighted average remaining contractual term | ||||||||||||||
| Expiry date | options | CAD | USD | (Years) | ||||||||||||
Of the options outstanding as of November 30, 2021 (August 31, 2021 – ), are exercisable as of November 30, 2021 (August 31, 2020 – ). During the three months ended November 30, 2021, share-based compensation expense for the Company’s stock options was $ (2020 – $).
The Omnibus Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee. The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the board.
The TSXV requires the Company to fix the number of common shares to be issued in settlement of awards that are not options. The maximum number of common shares available for issuance pursuant to the settlement of RSUs shall be an aggregate of common shares.
| Page 28 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The Company’s outstanding RSUs are as follows:
| Number | ||||
| # | ||||
| Balance, August 31, 2020 | ||||
| Granted | ||||
| Vested | ( | ) | ||
| Cancelled | ||||
| Balance, November 30, 2020 | ||||
| Balance, August 31, 2021 | ||||
| Granted | ||||
| Vested | ( | ) | ||
| Cancelled | ( | ) | ||
| Balance, November 30, 2021 | ||||
In October 2021, the Company granted to members of the board of directors pursuant to the Company’s incentive plan. The fair value of the RSUs will be recognized as stocked-based compensation expense over the vesting period, which is approximately ten months.
During the three months ended November 30, 2021, share-based compensation expense for the Company’s RSUs was $ (2020 – $).
20. Capital management
The Company considers its capital to be its shareholders’ equity.
As
of November 30, 2021, the Company had shareholders’ equity (deficit) before non-controlling interests of $
The Company may also return capital to shareholders through the repurchase of shares, pay dividends or reduce debt where it determines any of these to be an effective method of achieving the above objective. The Company does not use ratios in the management of its capital. There have been no changes to management’s approach to managing its capital during the three months ended November 30, 2021, and 2020.
| Page 29 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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21. Commitments and contingencies
Litigation and arbitration
In
April 2020, the Company announced its renegotiation of the acquisition of Allinsports. The revised purchase agreement provided for the
acquisition of
In
response, in November 2020, the shareholders of Allinsports commenced arbitration in Alberta, Canada seeking, among other things, to
compel the Company to complete the acquisition of Allinsports without the audited financial statements, and to issue common shares
of the Company to those shareholders. As alternative relief, the shareholders of Allinsports sought up to US$
Separately,
in April of 2021, the Company received a copy of a complaint filed by 3CI Holdings, LLP in the Circuit Court for the 11th Judicial Circuit
for Miami-Dade naming Allinsports, A1 Simulation LLC (an entity purported to be a subsidiary of Allinsports), and the Company, seeking
to hold the parties, including Company, responsible for unpaid rent under a lease agreement between 3CI’s predecessors in interest
and A1 Simulation, and seeking damages of at least $
On January 21, 2021, eight former shareholders of Winview filed a Complaint in Delaware Chancery Court against four Winview directors (David Lockton, et al. v. Thomas S. Rogers, et al.) alleging that the defendants breached their fiduciary duties in connection with the sale of Winview to Engine. The relief sought includes rescission of the sale of Winview to Engine and compensatory damages. The defendants have filed a motion to dismiss the claims, which is pending. Neither the Company nor Winview have been named as parties to this action. Under the March 9, 2020, Business Combination Agreement pursuant to which the Company acquired Winview, the Company agreed to indemnify Winview’s directors for any claims arising out of their service as directors for Winview.
In July of 2021, Winview Inc. filed separate patent infringement lawsuits against DraftKings Inc. and FanDuel, Inc in the United States District Court for the District of New Jersey, alleging that Sportsbook and Daily Fantasy Sports offerings of DraftKings and FanDuel infringe four of Winview’s patents. These actions seek the recovery of damages and other appropriate relief. Draft Kings and FanDuel have filed motions to dismiss, which are pending. While potential damages may be significant if these lawsuits are wholly or partially successful, at this time the Company cannot predict the outcome of the suits or determine the extent of potential damages if they are successful in whole or in part.
The outcomes of pending litigations in which the Company is involved are necessarily uncertain as are the Company’s expenses in prosecuting and defending these actions. From time to time the Company may modify litigation strategy and/or the terms on which it retains counsel and other professionals in connection with such actions, which may affect the outcomes of and/or the expenses incurred in connection with such actions.
| Page 30 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The Company is subject to various other claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations, or liquidity.
22. Discontinued operations
On November 3, 2020, the Company, following a detailed strategic review in connection with the merger of Torque Esports, Frankly and WinView, announced that it has completed the sale of IDEAS+CARS, The Race Media, WTF1, Driver DataDB and Lets Go Racing (collectively the “Motorsport Group”) to Ideas + Cars Holdings Limited, a third party investment group based in the UK. As a result, the Company is eliminating its funding obligations related to the cost of maintaining and growing these auto media businesses and certain accrued liabilities. Accordingly, the operational results for this group have been presented as a discontinued operation.
Consideration transferred for the Motorsport Group was as follows:
| Amount | ||||
| $ | ||||
| Consideration received or receivable: | ||||
| Accounts payable assumed | ||||
| Deferred purchase consideration of LGR | ||||
| Fair value of contingent consideration | ||||
| Total disposal consideration | ||||
| Carrying amount of net assets sold | ( | ) | ||
| Loss on disposal before income tax and reclassification of foreign currency translation reserve | ( | ) | ||
| Reclassification of foreign currency translation reserve | ( | ) | ||
| Loss on disposal of Motorsports | ( | ) | ||
| Page 31 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The net assets of the Motorsport Group as at the date of sale were as follows:
| Amount | ||||
| $ | ||||
| Carrying amounts of assets as at the date of sale: | ||||
| Cash and cash equivalents | ( | ) | ||
| Accounts and other receivables | ||||
| Government remittances | ||||
| Prepaid expenses and other | ||||
| Property and equipment | ||||
| Intangible assets | ||||
| Total assets of disposal group | ||||
| Carrying amount of liabilities directly associated with assets as at the date of sale: | ||||
| Accounts payable | ||||
| Accrued liabilities | ||||
| Total liabilities of disposal group | ||||
| Net assets of disposal group | ||||
| Page 32 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The operating results and net cash flows of the Motorsports Group for the three months ended November 30, 2021, and 2020 are presented as discontinued operations as follows:
| For the three months ended | ||||||||
| Nov 30, 2021 | Nov 30, 2020 | |||||||
| $ | $ | |||||||
| Revenues | ||||||||
| Advertising revenue | - | |||||||
| Operating expenses | ||||||||
| Salaries and wages | - | |||||||
| Consulting | - | |||||||
| Professional fees | - | |||||||
| Sponsorships and tournaments | - | |||||||
| Advertising and promotion | - | |||||||
| Office and general | - | |||||||
| Technology expenses | - | |||||||
| Amortization and depreciation | - | |||||||
| Interest expense | - | |||||||
| (Gain) loss on foreign exchange | ||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
23. Segmented information
Information reported to the Company’s Chief Executive Officer, the Chief Operating Decision Maker (“CODM”), for the purposes of resource allocation and assessment of segment performance is focused on the category of services for each type of activity. The principal categories of services are E-Sports, Media and Advertising, and Corporate and Other. The Group’s reportable segments under IFRS 8 are therefore as follows:
| Gaming | - | Services related to competitive organized video gaming or sporting events; |
| Media | - | Platform and advertising services provided to other broadcasters, primarily local TV and radio broadcasters; |
| Corporate and Other | - | Services provided to other businesses and other revenues; |
The Corporate and Other segment primarily consists of support costs not allocated to the two other segments.
| Page 33 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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The following is an analysis of the Company’s revenue and results by reportable segment for the three months ended November 30, 2021:
| Gaming | Media | Corporate and Other | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue | ||||||||||||||||
| External sales | ||||||||||||||||
| Results | ||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Central administration costs | ||||||||||||||||
| Other gains and losses | ( | ) | ( | ) | ( | ) | ||||||||||
| Finance costs | ||||||||||||||||
| Income (loss) before tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax | ||||||||||||||||
| Gain (Loss) for the year from: | ||||||||||||||||
| Discontinued operations | ( | ) | ( | ) | ||||||||||||
| Non-controlling interest in net loss | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
The following is an analysis of the Company’s revenue and results by reportable segment for the three months ended November 30, 2020:
| Gaming | Media | Corporate and Other | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue | ||||||||||||||||
| External sales | ||||||||||||||||
| Results | ||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Central administration costs | ||||||||||||||||
| Other gains and losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance costs | ||||||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax | ||||||||||||||||
| Gain (Loss) for the year from: | ||||||||||||||||
| Share of net loss of associate | ( | ) | ( | ) | ||||||||||||
| Discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interest in net loss | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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Geographical breakdown
| North America | European Union | Total | ||||||||||
| $ | $ | $ | ||||||||||
| August 31, 2021 | ||||||||||||
| Assets | ||||||||||||
| Long-term assets | ||||||||||||
| November 30, 2021 | ||||||||||||
| Assets | ||||||||||||
| Long-term assets | ||||||||||||
24. Related party transactions and balances
| (a) | Key management compensation |
Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management for the three months ended November 30, 2021 includes the following:
| For the three months ended | ||||||||
| November 30, 2021 | November 30, 2020 | |||||||
| $ | $ | |||||||
| Total compensation paid to key management | ||||||||
| Share based payments | ||||||||
Total compensation paid to key management is recorded in consulting fees, salaries and wages and share based payments in the consolidated statement of loss and comprehensive loss for the three months ended November 30, 2021, and 2020.
Amounts
due to related parties as of November 30, 2021, with respect to the above fees were $
Commitment to former holders of WinView to proceeds from the patent portfolio enforcement action
Pursuant
to the Business Combination agreement dated March 9, 2020, among the Company, Frankly Inc. and Winview Inc., the Company is required
to pay to certain former Winview securities holders (“Stubholders”) fifty percent (
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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25. Financial instruments and risk management
| (a) | Financial risk management objectives and policies |
The Company’s activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company under the policies approved by the Board of Directors. The principal financial risks are managed by the Company’s finance department, within Board approved policies and guidelines. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company.
| (b) | Credit risk |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers.
Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables, the carrying amounts represent the Company’s maximum exposure to credit risk.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect of accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.
The Company’s accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected by adverse economic factors impacting that industry. The Company performs ongoing credit evaluations of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.
As
of November 30, 2021, one customer (August 31, 2021 – one) accounted for greater than
The below table reflects the aging of the Company’s aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of November 30, 2021:
| 0 - 30 | 31 - 60 | 61 - 90 | 91+ | Total | ||||||||||||||||
| Trade accounts receivable | ||||||||||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||||||
| % Allowance | % | % | % | % | % | |||||||||||||||
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| (c) | Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after considering its operating obligations and cash on hand.
The Company’s policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.
| < 1 year | 1-2 years | 2-5 years | ||||||||||
| $ | $ | $ | ||||||||||
| Accounts payable | ||||||||||||
| Accrued liabilities | ||||||||||||
| Players liability account | ||||||||||||
| Lease obligation | ||||||||||||
| Long-term debt | ||||||||||||
| Promissory notes payable | ||||||||||||
| Convertible debt | ||||||||||||
| (d) | Interest rate risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fair value risk with respect to debt which bear interest at fixed rates.
| (e) | Foreign exchange rates |
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, and accounts payable denominated in Euros and GBP, as well as debt denominated in Canadian dollars.
| (f) | Fair value hierarchy |
The following tables combine information about:
| ● | classes of financial instruments based on their nature and characteristics; | |
| ● | the carrying amounts of financial instruments; | |
| ● | fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and | |
| ● | fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed. |
Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable.
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
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| Carrying value at November 30, 2021 | FVTPL - mandatorily measured | Amortized cost | ||||||
| $ | $ | |||||||
| Financial assets: | ||||||||
| Cash | ||||||||
| Restricted cash | ||||||||
| Accounts and other receivables | ||||||||
| Government remittances | ||||||||
| Publisher advance | ||||||||
| Investment at FVTPL | ||||||||
| Carrying value at November 30, 2021 | FVTPL
- mandatorily measured | FVTPL
- designated | Amortized cost | |||||||||
| $ | $ | $ | ||||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable | ||||||||||||
| Accrued liabilities | ||||||||||||
| Players liability account | ||||||||||||
| Arbitration reserve | ||||||||||||
| Long-term debt | ||||||||||||
| Promissory notes payable | ||||||||||||
| Warrant liability | ||||||||||||
| Convertible debt | ||||||||||||
| Carrying value at August 31, 2021 | FVTPL - mandatorily measured | Amortized cost | ||||||
| $ | $ | |||||||
| Financial assets: | ||||||||
| Cash | - | |||||||
| Restricted cash | - | |||||||
| Accounts and other receivables | - | |||||||
| Government remittances | - | |||||||
| Publisher advance | - | |||||||
| Investment at FVTPL | - | |||||||
| Page 38 of 39 |
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Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc) Notes to the Interim Condensed Consolidated Financial Statements For the three months ended November 30, 2021 and 2020 (Unaudited) (Expressed in United States Dollars) |
|
| Carrying value at August 31, 2021 | FVTPL
- mandatorily measured | FVTPL
- designated | Amortized cost | |||||||||
| $ | $ | $ | ||||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable | - | - | ||||||||||
| Accrued liabilities | - | - | ||||||||||
| Players liability account | - | - | ||||||||||
| Arbitration reserve | - | - | ||||||||||
| Long-term debt | - | - | ||||||||||
| Promissory notes payable | - | - | ||||||||||
| Warrant liability | - | - | ||||||||||
| Convertible debt | - | - | ||||||||||
A summary of instruments, with their classification in the fair value hierarchy is as follows:
| Level 1 | Level 2 | Level 3 | Fair value as of November 30, 2021 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Warrant liability | - | - | ||||||||||||||
| Convertible debt | - | - | ||||||||||||||
| Investment at FVTPL | - | - | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair value as of August 31, 2021 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Warrant liability | - | - | ||||||||||||||
| Convertible debt | - | - | ||||||||||||||
| Investment at FVTPL | - | - | ||||||||||||||
Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
26. Subsequent events
The Company has evaluated subsequent events from the balance sheet date through January 14, 2022, the date at which the interim condensed consolidated financial statements were available to be issued and determined there were no additional items to be disclosed.
| Page 39 of 39 |