OverActive Media Corp.

Year-Over-Year Organic Revenue Growth of 62% Powered by New Multi-Year Zilliqa Metaverse Partnership

TORONTO, May 16, 2022 (GLOBE NEWSWIRE) — OverActive Media (“OverActive” or the “Company”) (TSXV: OAM) (OTCQB: OAMCF), a global sports, media and entertainment company for today’s generation of fans, reported financial results and operating highlights today for the three months ended March 31, 2022.

The Company’s consolidated unaudited financial statements, notes to financial statements, and Management’s Discussion and Analysis for the three month period ended March 31, 2022, are available on the Company’s website at www.overactivemedia.com and under the Company’s profile on SEDAR at www.sedar.com. Unless otherwise specified, all amounts are in Canadian dollars ($).

First Quarter 2022 Financial Highlights

  • First quarter 2022 total revenue increased by 62% to $2.1 million, driven primarily by higher sponsorship revenue. We anticipate OAM’s seasonality pattern in the Team Operations segment to continue, resulting in revenues from associated leagues in the third and fourth quarters.

  • Adjusted EBITDA1 of approximately $(2.1) million, a 15% improvement compared to Adjusted EBITDA of approximately $(2.4) million during the comparative prior-year period. The improvement is attributable to higher other income driven from team performance activities and growth in sponsorship revenue, which helped offset increases in operating costs, including the accrual of bonuses of $0.5 million in the quarter – a change from the prior comparative period where these costs were not accrued until the fourth quarter.

  • Net loss for the period was $(4.6) million, compared to $(3.8) million during the comparative prior-year period. The increase is a result of higher revenues offset by higher operating costs over the prior period. Net loss for the quarter included $0.6 million in non-operating costs, compared to $0.9 million in non-operating income in the comparative prior-year period.

  • As of March 31, 2022, the Company had cash and cash equivalents of $26.4 million, compared to $3.9 million as of March 31, 2021.

“We are on a journey towards building a global company that will redefine the future of sports, media and entertainment,” said Chris Overholt, President and CEO, OverActive Media. “We’ve created one of the most predictable and sustainable business models and continue to focus our efforts on generating high-quality, long-term assets with recurring revenue streams.”

Overholt continued, “Our year-over-year revenue growth of 62% further validates the momentum we are seeing, with partnerships like Zilliqa positioning the Company well to capitalize on growth over the rest of the year and into the future.”

First Quarter 2022 Operating Highlights

  • OverActive announced a multi-year partnership with Zilliqa on March 2, 2022, as part of the Company’s entry into the metaverse. Zilliqa is a provider of eco-friendly, high-performance, high security blockchain solutions for enterprises and decentralized applications.

  • Strategic partnership with premium Canadian outerwear brand Nobis on February 3, 2022, to be the official Outerwear Partner for OverActive’s Canadian esports teams.

  • Subsequent to quarter end, OverActive announced its entry into the VALORANT esports ecosystem on April 14, 2022, with the signing of a top European player roster.

Conference Call
The Company will conduct a conference call tomorrow, Tuesday, May 17, 2022, at 9:00 a.m. (Eastern Time) to review the first quarter 2022 results as well as provide an overview of the Company’s recent milestones and growth strategy.

To access the conference call, please dial 1-888-390-0605, or for international callers, 416-764-8609. A replay will be available shortly after the call and can be accessed by dialling 1-888-390-0541, or for international callers, 416-764-8677. The entry code for the replay is 481038 #. The replay will expire on Tuesday, May 24, 2022.

See also  OceanFirst Financial (OCFC) Q2 2022 Earnings Call Transcript

A live webcast of the conference call can be accessed on OverActive’s website at www.overactivemedia.com or directly via https://app.webinar.net/PV5gW7R3eDO. An online archive of the webcast will be available via the same link for 90 days following the call.

The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA (loss) for the three-month periods ended:

March 31, 2022

March 31, 2021

(In thousands of Canadian dollars)

$

$

Net loss for the period

(4,638)

(3,785)

Income tax (recovery) expense

11

(241)

Depreciation

311

298

Amortization

80

427

Finance cost

1,437

990

Foreign exchange (gain) loss

(267)

(401)

Share-based compensation

993

281

Adjusted EBITDA

(2,073)

(2,431)

FOR FURTHER INFORMATION, PLEASE CONTACT:

Leah Gaucher, Director, PR & Communications, OverActive Media
(647) 924-2614
[email protected]

Babak Pedram, Investor Relations, Virtus Advisory Group Inc.
(416) 955-8651
[email protected]

ABOUT OVERACTIVE MEDIA

OverActive Media (TSXV: OAM) (OTCQB: OAMCF) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany. OverActive’s mandate is to build an integrated global company delivering sports, media and entertainment products for today’s generation of fans with a focus on esports, videogames, content creation and distribution, culture, and live and online events. OverActive owns team franchises in (i) the Overwatch League, operating as the Toronto Defiant, (ii) the Call of Duty League, operating as the Toronto Ultra, (iii), and the League of Legends European Championship (“LEC”), operating as the MAD Lions, (iv) the Superliga, operating as the MAD Lions Madrid, and (v) VALORANT Regional League France: Revolution, operating as the MAD Lions. OverActive also operates both live and online events, operating as OAM Live and maintains an active social media presence with its fans and community members, operates fan clubs, and other fan-related activities that increase the reach of its brands.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the anticipated financial and operating results of OverActive in the future.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the MAD Lions and Call of Duty Leagues to maintain viewership; the successful completion of the Company’s new venue; and other risk factors set out in OverActive’s annual information form for the year ended December 31, 2021, a copy of which may be found under OverActive’s profile at www.sedar.com. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions, including COVID-19.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

NON-IFRS MEASURES

This press release includes references to adjusted EBITDA. Adjusted EBITDA is a non-IFRS financial measure and is defined by the Company as net income or loss before income taxes, finance costs, depreciation and amortization, decrease/increase in net present value of franchise obligations, foreign exchange gains/loss, restructuring costs, reverse takeover costs, and share-based compensation. We believe that adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company’s ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations and service its financial obligations.

This non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Our method of calculating such a financial measure may differ from the methods used by other issuers and, accordingly, our definition of this non-IFRS financial measure may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of our performance or to cash flows from operating activities as measures of liquidity and cash flows.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

OVERACTIVE MEDIA CORP.
Condensed Consolidated Interim Statements of Financial Position
(expressed in thousands of Canadian dollars, unaudited)

As at March 31, 2022 and December 31, 2021

March 31,

December 31,

Note

2022

2021 (audited)

Assets

Current assets:

Cash and cash equivalents

$

26,347

$

29,577

Trade and other receivables

4,914

4,906

Prepaid expenses and other current assets

1,575

1,208

Total current assets

32,836

35,691

Non-current assets:

Investments

Property and equipment

5

2,166

2,698

Right-of-use assets

6

1,600

1,827

Intangible assets

4

88,638

89,648

Goodwill

4

5,525

5,596

Total non-current assets

97,929

99,769

Total assets

$

130,765

$

135,460

Liabilities and Shareholders’ Equity

Current liabilities:

Trade payable and accrued liabilities

$

2,378

$

3,651

Provisions

1,987

1,987

Notes payable

63

63

Current portion of lease liabilities

6

952

1,005

Current portion of contract liability

2,243

1,619

Current portion of payable related to franchise assets

14

13,483

7,359

Current portion of long-term debt

7

179

186

Current portion of deferred grant income

32

33

Total current liabilities

21,317

15,903

Non-current liabilities:

Deferred tax liability

14,717

14,757

Long-term portion of lease liabilities

6

789

955

Long-term portion of contract liability

Long-term payable related to franchise assets

14

16,276

21,405

Long-term debt

7

303

350

Long-term deferred grant income

69

80

Other long-term liabilities

86

90

Total non-current liabilities

32,240

37,637

Total liabilities

53,557

53,540

Shareholders’ equity:

Share capital

9

133,638

133,638

Warrants reserve

10

621

621

Contributed surplus

7,735

6,855

Accumulated other comprehensive (loss) income

(5,606

)

(4,652

)

Deficit

(59,180

)

(54,542

)

Total shareholders’ equity

77,208

81,920

Total liabilities and shareholders’ equity

$

130,765

$

135,460

OVERACTIVE MEDIA CORP.
Condensed Consolidated Interim Statement of Net Loss and Comprehensive Loss
(expressed in thousands of Canadian dollars, except per share amounts, unaudited)

For the three months ended March 31, 2022 and 2021

March 31, 2022

March 31, 2021

(In thousands of Canadian dollars, except per share amount, unaudited)

Revenue

$2,099

$1,298

Operating costs

6,095

4,411

Loss before the undernoted

(3,996)

(3,113)

Depreciation

311

298

Amortization

80

427

Foreign exchange (gain) loss

(267)

(401)

Finance cost

1,437

990

Share-based compensation

993

281

Other income

(1,923)

(682)

Loss before income taxes

(4,627)

(4,026)

Income tax (recovery) expense

11

(241)

Net loss for the period

(4,638)

(3,785)

Other comprehensive income (loss):

Foreign currency translation

(954)

(1,480)

Comprehensive loss for the period

($5,592)

($5,265)

Loss per share:

Basic

($0.06)

($0.07)

Diluted

($0.06)

($0.07)

OVERACTIVE MEDIA CORP.
Condensed Consolidated Interim Statements of Cash Flows
(expressed in thousands of Canadian dollars, unaudited)

For the three months ended March 31, 2022 and 2021

For the three months ended

March 31,

March 31,

2022

2021

Cash provided by (used in) :

Operating activities:

Net loss for the period

$

(4,638)

$

(3,785)

Adjustments for:

Depreciation

311

298

Amortization of intangible assets

80

427

Foreign exchange gain

(267)

(401)

Share-based compensation

993

281

Finance cost

1,437

990

Income tax expense (recovery)

11

(241)

Other

(8)

(8)

Change in non-cash operating working capital:

(Increase) decrease in trade and other receivables

(9)

1,245

(Increase) in prepaid expenses and other current assets

(504)

(889)

(Decrease) in trade payable and accrued liabilities

(764)

(3)

Increase in contract liabilities

624

145

(2,734)

(1,941)

Financing activities:

Repayment of long-term debt

(45)

Proceeds from shares issued on private placement

and brokered private placement, net

1,199

Principal payment of lease liability

(213)

(194)

Payment of interest portion of lease liability

(42)

(61)

(300)

944

Investing activities:

Purchase of property and equipment

(48)

(393)

Purchase of player contracts

(66)

Intangibles acquired

(5)

(53)

(459)

Decrease in cash and cash equivalents

(3,087)

(1,456)

Cash and cash equivalents, beginning of period

29,577

5,585

Effect of exchange rate changes on cash and cash equivalents

(143)

(212)

Cash and cash equivalents, end of period

$

26,347

$

3,917

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