TIDMGILD

RNS Number : 8597Y

Guild Esports PLC

10 May 2023

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Press release

10 May 2023

Guild Esports PLC

("Guild Esports", "Guild" or "the Company")

Interim results

Guild Esports, (LSE: GILD; OTCQB: GULDF), a global teams organisation and lifestyle brand, is pleased to announce its unaudited financial results for the six months ended 31 March 2023.

Financial highlights

 
 --   Revenues increased by 241% to GBP3.7m (H1 2022: GBP1.1m), driven by strong growth in sponsorship 
       income; 
 --   Gross profit rose by 256% to GBP2.5m (H1 2022: GBP0.7m); 
 --   Loss before tax declined to GBP2.3m (H1 2022: GBP4.96m) reflecting increased sponsorship revenue 
       and a significant reduction in operating expenses; 
 --   Net cash of GBP1.1m as at 31 March 2023. 
 

Operating highlights

 
 --   Entered a four-year partnership with SCL Education to launch Guild College, providing a career 
       pathway for young people in the esports industry and a new revenue opportunity for Guild globally; 
 --   Launched in-house production and creative division, Guild Studios, to provide bespoke, campaign-led 
       solutions for brands. Since launching in February, Guild Studios has already signed contracts 
       with Samsung Mobile and blood cancer charity Anthony Nolan; 
 --   Strengthened the Board of Directors with appointments of Jasmine Skee as Chief Executive Officer 
       and Jocelin Caldwell as a Non-Executive Director ("NED"), to lead the next phase of the Company's 
       development; 
 --   Reinforced senior leadership team with appointments of Clare Jarvis as Chief Financial Officer 
       and Company Secretary, Luke Jones as Director of Esports and Gaming, Nick Westwood as Senior 
       Vice President of Creative and Strategy, and Matthew Charles as Director of Operations; 
 --   Entered Counter-Strike: Global Offensive ("CS:GO"), the world's second most popular esport 
       (source: Esports Charts, 2023), signing an all-female roster to represent Guild in international 
       tournaments. The new team is intended to grow Guild's owned audience and create further revenue-generating 
       opportunities; 
 --   Signed R&D partnership with artificial intelligence and data analytics company Gerford AI, 
       to utilise AI technologies to improve the discovery and development of professional esports 
       players; 
 --   Guild professional player Anas "Anas" El-Abd won global Fortnite competition MrBeast's Extreme 
       Survival Challenge, with a top prize of US$1m. Anas and Guild teammate Henrik "Hen" McLean 
       extended their contracts in February 2023 to remain with Guild until at least 2024. 
 

Post-period highlights

 
 --   Appointed hummel as Guild's Official Technical Kit Partner in a three-year deal valued at 
       up to GBP0.7m in sponsorship revenues in addition to a double-digit share of merchandising 
       sales; 
 --   Developed UK-focused esports competitions using established game IP, including world's first 
       mixed-gender VALORANT tournament in partnership with Coca-Cola, a women's European league 
       in Rocket League launched by Guild with Sky Broadband, and a new influencer-led esports competition 
       with Samsung; 
 --   Further development and enhancement of the Sky Guild Gaming Centre that will provide further 
       opportunities for public attendance, events and live broadcasting. 
 

Outlook

 
 --   Company continues to trade in line with expectations underpinned by a strong order book and 
       pipeline of potential new business; 
 --   Following a 23% reduction in administrative costs including staffing expenses, the net cash 
       used in operating activities declined by 58% in the first half, putting the Company on track 
       for a substantially lower cash burn for the full year; 
 --   Second half revenues are expected to show further growth compared with the corresponding period 
       in the previous year; 
 --   In January, Guild Esports committed to adding 2 million new followers to its owned audience. 
       After seeing success across the first three months of 2023, Guild has upgraded this audience 
       growth estimate to 5 million. 
 

Commenting on the results, Jasmine Skee, Chief Executive Officer, said: "Guild has navigated a challenging macroeconomic environment to deliver triple-digit revenue growth, driven by strong sponsorship income and relationships with our partners. Combined with a significant reduction in operational expenses, we've seen our gross profits rise and our loss cut in half. We're keen to carry this positive momentum into the second half of 2023, with ambitious revenue and audience-growth targets for the full year.

"Guild Studios and Guild College present an opportunity to both complement our sponsorship income, and appeal to new brands looking to enter the esports space for the first time. With a strong leadership team, high-level performances from our esports teams and a growing audience, we are making excellent operational progress, positioning the Company for another year of solid growth. As a result, the Board looks to the future with confidence."

For further information, please contact:

 
 Guild Esports 
 Jasmine Skee                          via Tancredi +44 207 887 
  Chief Executive                       7633 
  Neil Thapar 
  Investor Relations 
                                        +44 7876 455 323 
                                      ------------------------- 
 Tennyson Securities 
                                      ------------------------- 
 Corporate Broker 
  Peter Krens                          +44 207 186 9030 
                                      ------------------------- 
 Tancredi Intelligent Communication 
  Media Relations 
                                      ------------------------- 
 Helen Humphrey 
  Charlie Hobbs                        +44 7449 226 720 
  Maddy Newman                          +44 7897 557 112 
  guild@tancredigroup.com               +44 7380 127 135 
                                      ------------------------- 
 

About Guild Esports:

Guild Esports PLC is a global fan-focused team organisation and lifestyle brand that fields professional players in gaming competitions under the Guild banner. Our in-house training academy aims to attract and nurture the best esports talent, and our goal is to provide the ultimate entertainment experience alongside a distinctive lifestyle brand authentic to the esports community worldwide. Guild is led by an experienced management team of entertainment sector and esports veterans and co-owned by David Beckham. The Company is headquartered in the UK and its shares are listed on the Main Market of the London Stock Exchange (ticker: GILD) and on the OTCQB Venture Market in the United States (ticker: GULDF). Please visit www.guildesports.com for more information.

Interim Management Report

Overview

Guild has continued to gain momentum into 2023 driven by a strong contracted order book and a diversification of its revenue streams, despite a challenging and uncertain macroeconomic environment.

First half revenues more than tripled to GBP3.7m (H1 2022: GBP1.1m), including GBP1.1m in prize money won by Guild's professional players. Gross profit increased to GBP2.5m (H1 2022: GBP0.7m).

In combination with these increasing revenues, Guild executed a significant rationalisation of administrative costs which declined from GBP5.6m to GBP4.3m, including an approximately 29% reduction in staffing expenses compared with the corresponding period last year.

As a result, the Company saw its loss before tax for the half year decrease substantially to GBP2.28m from GBP4.96m.

The Company continues to review its contracted revenue, pipeline, cash balances and committed expenditure. Based on the directors' assessment of the Company's cash needs and the availability of financing, the directors consider the Company to be a going concern, though anticipate a fundraising may be required during the year ahead. A further update will be provided in due course.

Operating review

The Company delivered strong growth in sponsorship revenue, reflecting continued progress with the fulfilment of existing contracts as well as generation of revenue from new projects which commenced in the period under review.

Guild has a strong contracted order book, which currently stands at GBP5.8m, representing the total amounts remaining to be recognised as revenues over the lifetime of contracts signed to date.

Subsequent to the end of the first half, the Company won a new three-year sponsorship and merchandising contract with hummel, a well-known sports and lifestyle brand. hummel has been appointed as Guild's first ever Technical Kit Partner, generating sponsorship revenues of up to GBP0.7m over the three-year term for Guild, in addition to a double-digit percentage of merchandising sales. The Company expects to generate approximately GBP1m in revenue over the course of the contract including certain performance targets being achieved. The partnership will develop a new esports professional performance line, as well as consumer-focused lifestyle ranges and a dedicated kidswear line, with products potentially to be made available in online stores globally and physical stores in the UK. Similarly, Guild is in positive conversations with its existing client base for further work and renewals.

New revenues in H2 through sponsorship will be targeted around filling the remaining spots available to partners on the professional jersey and in activation spaces across the Sky Guild Gaming Centre. This includes naming rights to the newly formed Guild College and targeted expansion of our esports division into new gaming titles and virtual sport categories.

As well as generating significant sponsorship revenue, in the first half Guild has taken steps to diversify revenue generation through the launch of new partnerships and expansion of new initiatives, notably in education, creative and production, and AI.

In November 2022, Guild launched Guild College in a four-year partnership with post-16 education provider SCL Education, to provide BTEC Level 2 and Level 3 qualifications in esports. The partnership generates four-figure revenues for each student enrolled in the course, with an initial projection of 125 students to enrol in the programme. The first course will begin in September 2023, and enrolments are progressing in-line with expectations.

This was followed by the launch of Guild Studios, the Company's in-house creative and production division, providing bespoke campaign-led solutions for brands looking to connect with Guild's audience. Guild Studios not only widens the Company's offering to brands, but provides a lower barrier to entry, encouraging brands not typically associated with esports to collaborate with Guild to reach new audiences. Since Guild Studios' soft launch in January 2023, Guild has signed and delivered contracts for Samsung Mobile and blood cancer charity Anthony Nolan. Guild Studios has already generated six-figure revenues for the Company.

The Guild Studios team will be delivering campaigns and large events for Coca-Cola, Samsung TV, Sky Broadband and Subway across the summer as part of their existing sponsorship commitments. These innovative campaigns will include the launch of the world's first mixed-gender VALORANT tournament in partnership with Coca-Cola, the launch of a women's European league in Rocket League, and the launch of a new influencer-led competition with Samsung.

In March 2023, the Company signed an agreement with Gerford AI, a leading developer of artificial intelligence and machine learning technologies, to develop and utilise AI technologies for the scouting and development of esports professional players. Guild sees long-term potential in the licensing and sale of the technologies developed by the partnership, intending to benefit from a first-mover advantage in esports.

The Company continues to attract the interest of global brands and has focused on developing a number of new partnership opportunities across a variety of sectors, including automotive, aviation, travel and finance. Guild's healthy pipeline consists of discussions at a range of levels of investment, many of which are at an advanced stage of progression.

On 25 April 2023, it was announced that Guild and Bitstamp had mutually decided to end their sponsorship one year early. The termination is not expected to impact Guild's revenues in the current financial year. The release of inventory and other rights from the Bitstamp deal will enable the Company to pursue similar contracts with other sponsors. The Company has adapted its contracting process to have more innovative and collaborative relationships with its sponsors moving forward, which will allow the Company to reduce the costs of servicing contracts in addition to leveraging its inventory and sponsorship rights more effectively with future sponsors.

Leadership team strengthened

Guild fortified both its Board-level and senior management teams, appointing Jasmine Skee as Chief Executive Officer and Jocelin Caldwell as Non-Executive Director in November 2022.

Ms Skee has taken steps to strengthen Guild's executive team since her arrival, recruiting Clare Jarvis as Chief Financial Officer and Company Secretary, Luke Jones as Director of Esports, Nick Westwood as Senior Vice President of Creative and Strategy, Georgia Morison as Head of Events and HQ, and Matthew "Charlie" Charles as Director of Operations. Post period, Luke Jones has been promoted to Vice President of Commercial, Esports and Gaming, owing in part to his excellent performance in securing hummel as Technical Kit Partner. Mr Jones (formerly Senior Gaming and Esports Manager at Formula One team Red Bull Racing and Digital Partnerships Director at live event company Live Nation Entertainment) will help strengthen Guild's sponsorship team leveraging his significant experience leading strategic planning, new business development and high-level digital partnership experience.

Audience

Guild refocused its audience-targeting strategies in January for aggressive growth. In January, Guild committed to adding 2 million new followers in 2023. This has been revised, following good growth in the three months to March 2023, to adding five million new followers.

Guild's channel growth will be driven by an always-on content strategy that will utilise a variety of digital platforms. The company is also developing its owned-and-operated site and exploring more ways to deliver live esports and gaming entertainment to UK fans.

Esports

The Company's athletes continue to compete at the highest levels of esports, and Guild has been delighted with their success over the half-year period. Guild Fortnite professional player Anas won the MrBeast's Extreme Survival Challenge tournament in December 2022 (with official confirmation received in January 2023), securing the entire prize pool of US$1m. Guild received a percentage of these winnings in line with contractual agreements with its pro-players.

Guild has looked to sign high-level players to secure the Company's long-term future as a top-level esports brand. Anas and Guild teammate Hen, who have won five tournaments between them for Guild so far and have a combined social media reach of more than 1m followers, extended their contracts until at least 2024. The Company additionally signed an all-female CS:GO team, representing its first entry into the esport. CS:GO is expected to create new audience-growth and revenue-generation opportunities for the Company.

As at 31 March 2023, the Company has a roster comprising 17 pro-players.

Academy

Guild Academy's transition to a predominantly in-person experience has served to provide a stream of owned talent for Guild's professional teams and build a source of future revenue for Guild through the scouting, development and subsequent sale and transfer of professional players to other teams for profit.

Guild has taken great steps towards achieving both goals. The Company has signed nine players to its Elite development Academy squad.

Guild now fields Academy graduates "VoltiaX" and Max "Mayza" May in its professional Fortnite teams, with both competing in this year's Fortnite Champion Series (FNCS). These two were joined in April 2023 by content creator Ruby "RubyPlays" Allenby, another Academy graduate, who produces online content for her more than 50,000 followers as well as competing for Guild.

Outside of Fortnite, Guild Academy's young Rocket League team continues to flourish. Two Academy players have been signed to compete professionally for Guild and are competing at a high level despite their young age. Furthermore, there was the recent success of signing "BrigArmy17", a top 100 player in Europe, to head up the Company's FIFA roster.

Guild has run community days to showcase its Academy to young people, as well as generate interest in Guild College. More than 200 students have visited the Sky Guild Gaming Centre since January, with Guild committed to giving Academy access to 1000 under 16s by the end of 2023, as well as developing and delivering a programme of Academy events around the country.

Revenue generation via player sale and transfer has the ability to create value from the 'path to pro' academy system by developing select players from the esports talent pyramid that are currently below the elite level. Guild Academy is helping to feed this pipeline and increase the value of players. Guild has already sold players for profit previously, selling Tai "TaySon" Starčič for US$115,000 in 2021. More recently, former Guild professional player Vivian "Roxi" Schilling was sold to G2 in March 2023, generating one of the highest ever transfer fees for a female VALORANT player.

Outlook

The Company has continued to benefit from positive trading momentum in the first half of 2023, with strong revenue growth from sponsorship deals and new initiatives, as well as a sharp reduction in its cost base implemented under the new leadership team.

The Company continues to trade in line with expectations underpinned by a strong order book and pipeline of potential new business. The significant decline in administrative costs including staffing expenses have helped to right size the business and reduced cash used in operating activities by 58% in the first half, putting the Company on track to achieve a substantial reduction in cash burn for the full year. This cost cutting includes a continuation of the strategic focus to shift away from employing influencers on a full-time basis, and instead deploying content creators and influencers selectively to boost specific campaigns run with Guild's sponsorship partners.

Second half revenues are expected to show further growth compared with the corresponding period in the previous year. With a strong leadership team, high-level performances from our esports teams and a growing audience, we are making excellent operational progress, positioning the Company for another year of solid growth. As a result, the Board looks to the future with confidence.

Responsibility Statement

We confirm that to the best of our knowledge:

 
 --   the Interim Report has been prepared in accordance with International Accounting Standards 
       34, Interim Financial Reporting, as adopted by the EU; and 
 --   gives a true and fair view of the assets, liabilities, financial position and profit/loss 
       of the Company; and 
 --   the Interim Report includes a fair review of the information required by DTR 4.2.7R of the 
       Disclosure and Transparency Rules, being an indication of important events that have occurred 
       during the first six months of the financial year and their impact on the set of interim financial 
       statements; and a description of the principal risks and uncertainties for the remaining six 
       months of the year. 
 --   the Interim Report includes a fair review of the information required by DTR 4.2.8R of the 
       Disclosure and Transparency Rules, being the information required on related party transactions. 
 

The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by Jasmine Skee (CEO), on 9 May 2023.

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

The unaudited condensed statement of comprehensive income of the Company for the six months ended 31 March 2023 is set out below.

 
                                                                             Unaudited       Unaudited         Audited 
                                                                          Period ended    Period ended    12 months to 
                                                                           31-Mar 2023     31-Mar 2022     30-Sep 2022 
                                                                  Note         GBP'000         GBP'000         GBP'000 
 Revenue                                                           3             3,702           1,086           4,453 
 
 Cost of sales                                                     4           (1,165)           (372)         (1,686) 
 Gross profit                                                                    2,537             714           2,767 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 
 Administrative expenses                                                       (4,281)         (5,630)        (10,913) 
 Depreciation & amortisation                                                     (417)            (22)           (430) 
 
 Operating loss                                                                (2,161)         (4,938)         (8,576) 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 
 Finance costs                                                                   (123)            (17)           (172) 
 
 Loss before taxation                                                          (2,284)         (4,955)         (8,748) 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 
 Taxation                                                                            -               -               - 
 
 Loss after taxation                                                           (2,284)         (4,955)         (8,748) 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 
 Other comprehensive income                                                          -               -               - 
 
 Total comprehensive loss attributable to shareholders from 
  continuing operations                                                        (2,284)         (4,955)         (8,748) 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 
 Basic and diluted earnings per share (pence)                      6            (0.44)          (0.96)          (1.69) 
---------------------------------------------------------------  -----  --------------  --------------  -------------- 
 

CONDENSED STATEMENT OF FINANCIAL POSITION

The unaudited condensed statement of financial position of the Company as at 31 March 2023 is set out below.

 
                                            Unaudited      Unaudited        Audited 
                                                As at          As at          As at 
                                          31-Mar 2023    31-Mar 2022    30-Sep 2022 
                                  Note        GBP'000        GBP'000        GBP'000 
-------------------------------  -----  -------------  -------------  ------------- 
 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                  1,408            478          1,552 
 Intangible assets                                174            151            220 
 Right-of-use asset                9            3,241            498          3,457 
 Other receivables                                143              -            143 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Total non-current assets                       4,965          1,127          5,372 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Current assets 
 Cash and cash equivalents                      1,050          6,110          2,730 
 Trade and other receivables       7              942          2,871          3,961 
-------------------------------  -----  -------------  -------------  ------------- 
 Total current assets                           1,992          8,981          6,691 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Total assets                                   6,957         10,108         12,063 
-------------------------------  -----  -------------  -------------  ------------- 
 
 EQUITY AND LIABILITIES 
 Equity 
 Share capital                     10             519            519            519 
 Share premium                     10          22,644         22,643         22,644 
 Share-based payment reserve                      731            419            650 
 Retained earnings                           (22,539)       (16,462)       (20,255) 
-------------------------------  -----  -------------  -------------  ------------- 
 Total equity                                   1,355          7,119          3,558 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Non-current liabilities 
 Provisions                                       334              -            323 
 Lease liability                   9            2,967            532          3,204 
-------------------------------  -----  -------------  -------------  ------------- 
 Total non-current liabilities                  3,301            532          3,527 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Current liabilities 
 Trade and other payables          8            1,117          1,148          3,401 
 Deferred revenue                                 787          1,309          1,318 
 Lease liability                                  397              -            259 
-------------------------------  -----  -------------  -------------  ------------- 
 Total current liabilities                      2,301          2,457          4,978 
-------------------------------  -----  -------------  -------------  ------------- 
 Total liabilities                              5,602          2,989          8,505 
-------------------------------  -----  -------------  -------------  ------------- 
 
 Total equity and liabilities                   6,957         10,108         12,063 
-------------------------------  -----  -------------  -------------  ------------- 
 

CONDENSED STATEMENT OF CHANGES IN EQUITY

The unaudited condensed statement of changes in equity of the Company for the six months ended 31 March 2023 is set out below.

 
                               Share        Share premium          Share-based             Retained                Total 
                             capital              account      payment reserve             earnings 
                             GBP'000              GBP'000              GBP'000              GBP'000              GBP'000 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Balance at 1 
  October 2021                   519               22,643                  419             (11,507)               12,074 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 
 Loss for the 
  period                           -                    -                    -              (4,955)              (4,955) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Total 
  comprehensive 
  loss for the 
  period                           -                    -                    -              (4,955)              (4,955) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Total                             -                    -                    -                    -                    - 
 transactions 
 with equity 
 owners 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Balance at 31 
  March 2022                     519               22,643                  419             (16,462)                7,119 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 
 Loss for the 
  period                           -                    -                    -              (3,793)              (3,793) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Total 
  comprehensive 
  loss for the 
  period                           -                    -                    -              (3,793)              (3,793) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Share-based 
  payments                         -                    -                  232                    -                  232 
 Warrants 
  cancelled 
  during the 
  period                           -                    1                  (1)                    -                    - 
 Total 
  transactions 
  with equity 
  owners                           -                    1                  231                    -                  232 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Balance at 30 
  September 
  2022                           519               22,644                  650             (20,255)                3,558 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 
 Loss for the 
  period                           -                    -                    -              (2,284)              (2,284) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Total 
  comprehensive 
  loss for the 
  period                           -                    -                    -              (2,284)              (2,284) 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Share-based 
  payments                         -                    -                   81                    -                   81 
 Transactions 
  with equity 
  owners                           -                    -                   81                    -                   81 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 Balance at 31 
  March 2023                     519               22,644                  731             (22,539)                1,355 
---------------  -------------------  -------------------  -------------------  -------------------  ------------------- 
 

CONDENSED STATEMENT OF CASH FLOWS

The unaudited condensed statement of cash flows of the Company for the six months ended 31 March 2023 is set out below.

 
                                                          Unaudited       Unaudited         Audited 
                                                       Period ended    Period ended    12 months to 
                                                        31-Mar 2023     31-Mar 2022     30-Sep 2022 
                                                            GBP'000         GBP'000         GBP'000 
--------------------------------------------------   --------------  --------------  -------------- 
 Cash flows from operating activities 
 Cash used by operations                                    (1,456)         (3,429)         (5,370) 
---------------------------------------------------  --------------  --------------  -------------- 
 Net cash flow used in operating activities                 (1,456)         (3,429)         (5,370) 
---------------------------------------------------  --------------  --------------  -------------- 
 
 Cash flows from investing activities 
--------------------------------------------------   --------------  --------------  -------------- 
 Purchase of intangible assets                                    -           (101)           (206) 
 Purchase of property, plant and equipment                      (4)           (448)         (1,620) 
 Interest accrued                                                 -              16               - 
--------------------------------------------------   --------------  --------------  -------------- 
 Net cash used in investing activities                          (4)           (533)         (1,826) 
---------------------------------------------------  --------------  --------------  -------------- 
 
 Cash flows from financing activities 
--------------------------------------------------   --------------  --------------  -------------- 
 Payment of lease liabilities                                 (220)               -           (146) 
---------------------------------------------------  --------------  --------------  -------------- 
 Net cash generated from financing activities                 (220)               -           (146) 
---------------------------------------------------  --------------  --------------  -------------- 
 
 Net (decrease) in cash and cash equivalents                (1,681)         (3,962)         (7,342) 
 Cash and cash equivalents at beginning of period             2,730          10,072          10,072 
 Cash and cash equivalents at end of period                   1,050           6,110           2,730 
---------------------------------------------------  --------------  --------------  -------------- 
 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHSED 31 MARCH 2023

   1           Accounting policies 

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

   1.1        Basis of preparation 

The condensed interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the European Union (EU). The interim financial statements have been prepared on the historical cost basis, except for assets and liabilities measured at fair value through profit and loss, and are presented in pounds sterling, which is the currency of the primary economic environment in which the Company operates. All amounts have been rounded to the nearest GBP'000, unless otherwise stated. The financial information contained in the interim financial statements is unaudited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The accounting policies are unchanged from those disclosed in the previously filed audited financial statements for the period ended 30 September 2022.

The interim financial statements are for the six months to 31 March 2023, being six months from the financial year end for Guild Esports Plc ("Guild" or "the Company"), 30 September 2022. The interim financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual audited financial statements for the period ended 30 September 2022. The Company has disclosed comparative data for the statement of comprehensive income for the Company for the period from 1 October 2021 to 31 March 2022, being not materially different from comparative data for the six months ended 31 March 2022.

The Company has adopted the applicable amendments to standards effective for accounting periods commencing on 1 October 2021. The nature and effect of these changes as a result of the adoption of these amended standards did not have an impact on the financial statements of the Company and hence have not been disclosed. The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

The condensed interim financial statements have not been audited, nor have they been reviewed by the Company's auditors in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures have been prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial statements for the year ended 30 September 2022.

   1.2        Going concern 

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue to meet its liabilities as they fall due. In assessing whether the going concern assumption is appropriate, the directors have taken into account all relevant available information about the current and future position of the Company. The directors have concluded that the adoption of the going concern assumption is appropriate based on the Company's contracted revenues, current cash balance and committed expenditure, together with the directors' assessment of the Company's ability to secure additional fundraising. However, this does constitute a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

   2           Critical accounting judgements and key sources of estimation uncertainty 

The preparation of the financial statements requires management to make estimates and judgements and form assumptions that affects the reported amounts of the assets, liabilities, revenue and costs during the periods presented therein, and the disclosure of contingent liabilities at the date of the financial information. Estimates and judgements are continually evaluated and based on management's historical experience and other factors, including future expectations and events that are believed to be reasonable.

During the period, the Company issued warrants. The directors have applied the Black--Scholes pricing model to assess the costs associated with the share--based payments. The Black--Scholes model is dependent upon several inputs where the directors must exercise their judgement, specifically: risk--free investment rate; expected share price volatility at the time of the grant; and expected level of redemption. The assumptions applied by the directors, and the associated costs recognised in the financial statements are outlined in these financial statements.

   3          Revenue 

The Company derives revenue from various sources, including revenue from contracts with customers. These revenue sources involve the transfer of goods and/or services over time and at a point in time in the following major product lines.

 
                          Unaudited period     Unaudited period              Audited 
                         ended 31 Mar 2023    ended 31 Mar 2022               period 
                                                                   ended 30 Sep 2022 
                                   GBP'000              GBP'000              GBP'000 
---------------------  -------------------  -------------------  ------------------- 
 Sponsorship revenue                 2,490                1,077                3,148 
 Prize money                         1,055                    9                1,275 
 Other revenue                         157                    -                   30 
---------------------  -------------------  -------------------  ------------------- 
 Total revenue                       3,702                1,086                4,453 
---------------------  -------------------  -------------------  ------------------- 
 
   4           Cost of sales 
 
                                      Unaudited period     Unaudited period       Audited period 
                                     ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                                   GBP                  GBP                  GBP 
---------------------------------  -------------------  -------------------  ------------------- 
 Prize money payments to players                   899                  351                1,190 
 Sponsorship direct costs                          227                    -                  477 
 Other direct costs                                 39                   13                   19 
 Opening inventory                                   -                    -                    - 
 Inventory purchases                                 -                    8                    - 
 Closing inventory                                   -                    -                    - 
--------------------------------- 
 Total cost of sales                             1,165                  372                1,686 
---------------------------------  -------------------  -------------------  ------------------- 
 
   5           Employees 

The average monthly number of persons (excluding directors) employed by the Company during the period was 32 (2022: 45).

 
                        Unaudited period     Unaudited period       Audited period 
                       ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
 
 Senior management                     6                   11                    5 
 Operations                           26                   34                   31 
 

The aggregate remuneration of employees and directors comprised:

 
                            Unaudited period     Unaudited period       Audited period 
                           ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                     GBP'000              GBP'000              GBP'000 
-----------------------  -------------------  -------------------  ------------------- 
 Wages & salaries                        789                1,128                1,654 
 Social security costs                    93                  113                  220 
 Pension costs                            11                   15                   26 
                                         894                1,256                1,900 
                         -------------------  -------------------  ------------------- 
 
   6           Earnings per share 

The basic earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares in issue.

 
                                                                             Unaudited     Unaudited       Audited 
                                                                             At 31 Mar     At 31 Mar     At 30 Sep 
                                                                                  2023          2022          2022 
 Loss for the year from continuing operations (GBP'000)                        (2,284)       (4,955)       (8,748) 
 Weighted average number of ordinary shares in issue                       518,617,362   518,617,362   518,617,362 
------------------------------------------------------------------------  ------------  ------------  ------------ 
 Basic and diluted earnings per share for continuing operations (pence)         (0.44)        (0.96)        (1.69) 
------------------------------------------------------------------------  ------------  ------------  ------------ 
 

The Company had in issue 77,595,228 warrants and options at 31 March 2023 (37,914,360 at 31 March 2022). The loss attributable to equity holders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of warrants and options would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

   7           Trade and other receivables 
 
                                      Unaudited period     Unaudited period       Audited period 
                                     ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                               GBP'000              GBP'000              GBP'000 
---------------------------------  -------------------  -------------------  ------------------- 
 Trade debtors                                     552                  909                1,375 
 Accrued revenue                                     5                  153                    - 
 Other receivables                                  12                   12                   56 
 Prepayments                                       368                  298                1,870 
 VAT recoverable                                     6                1,356                  660 
 Rental deposit                                      -                  142                    - 
 Total trade & other receivables                   942                2,870                3,961 
---------------------------------  -------------------  -------------------  ------------------- 
 

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

   8           Trade and other payables 
 
                                         Unaudited period     Unaudited period              Audited 
                                        ended 31 Mar 2023    ended 31 Mar 2022               period 
                                                                                  ended 30 Sep 2022 
                                                  GBP'000              GBP'000              GBP'000 
------------------------------------  -------------------  -------------------  ------------------- 
 Trade creditors                                      965                  755                3,150 
 Accruals                                              86                  306                  242 
 Other payables                                         4                    -                    9 
 Other taxation and social security                    62                   87                    - 
 Total trade and other payables                     1,117                1,148                3,401 
------------------------------------  -------------------  -------------------  ------------------- 
 

The directors consider that the carrying value of trade and other payables is approximately equal to their fair value.

   9           Leases 

The Group had the following lease assets and liabilities:

 
                           Unaudited period     Unaudited period       Audited period 
                          ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                    GBP'000              GBP'000              GBP'000 
---------------------   -------------------  -------------------  ------------------- 
 Right-of-use assets 
 Properties                           2,852                  498                3,010 
 Equipment                              388                    -                  447 
                        ------------------- 
                                      3,240                  498                3,457 
                        -------------------  -------------------  ------------------- 
 Lease liabilities 
 Current                                397                   82                  259 
 Non-current                          2,967                  450                3,204 
                        -------------------  -------------------  ------------------- 
                                      3,364                  532                3,463 
                        -------------------  -------------------  ------------------- 
 

Right of use assets

A reconciliation of the carrying amount of the right-of-use asset is as follows:

 
                        Unaudited period     Unaudited period       Audited period 
                       ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                 GBP'000              GBP'000              GBP'000 
------------------   -------------------  -------------------  ------------------- 
  Properties 
  Opening balance                  3,010                    -                    - 
  Additions                            9                  515                3,284 
  Depreciation                     (167)                 (17)                (274) 
                     -------------------  -------------------  ------------------- 
                                   2,852                  498                3,010 
                     -------------------  -------------------  ------------------- 
 
  Equipment 
  Opening balance                    477                    -                    - 
  Additions                            -                    -                  477 
  Depreciation                      (59)                    -                 (30) 
                     -------------------  -------------------  ------------------- 
                                     388                    -                  447 
                     -------------------  -------------------  ------------------- 
 
  Total                            3,240                  498                3,457 
                     -------------------  -------------------  ------------------- 
 

Lease liabilities

A reconciliation of the carrying amount of the lease liabilities is as follows:

 
                        Unaudited period     Unaudited period       Audited period 
                       ended 31 Mar 2023    ended 31 Mar 2022    ended 30 Sep 2022 
                                 GBP'000              GBP'000              GBP'000 
------------------   -------------------  -------------------  ------------------- 
  Opening balance                  3,463                    -                    - 
  Additions                            9                  519                3,356 
  Payment made                     (220)                    -                 (50) 
  Finance charge                     112                   17                  157 
                     -------------------  -------------------  ------------------- 
                                   3,364                  536                3,463 
                     -------------------  -------------------  ------------------- 
 
   10         Share-based payments 

The following options and warrants over ordinary shares have been granted by the Company and are outstanding:

 
 Grant Date          Outstanding Warrants   Exercise Price                      Expiry date 
------------------  ---------------------  ---------------  -------------------------------------------------- 
 18-Feb-20                      3,250,000      GBP0.01       24 months from the first anniversary of admission 
 13-Mar-20                         75,000      GBP0.01             36 months from the first vesting date 
 09-Jun-20                        250,000      GBP0.01             36 months from the first vesting date 
 18-Jun-20                      1,666,666      GBP0.06             36 months from the first vesting date 
 19-Jun-20                      6,963,000      GBP0.06                      5 years from issue 
 29-Jun-20                        250,000      GBP0.06             36 months from the first vesting date 
 07-Jul-20                        225,000      GBP0.06             36 months from the first vesting date 
 05-Aug-20                        250,000      GBP0.06                           36 months 
 07-Aug-20                        500,000      GBP0.06             36 months from the first vesting date 
 14-Aug-20                        750,000      GBP0.06             36 months from the first vesting date 
 17-Aug-20                      1,000,000      GBP0.06             36 months from the first vesting date 
 20-Aug-20                      1,000,000      GBP0.06             36 months from the first vesting date 
 28-Aug-20                        150,000      GBP0.06             36 months from the first vesting date 
 02-Oct-20                     20,584,694      GBP0.104                     5 years from issue 
 27-Sep-22                     25,930,868      GBP0.027                     5 years from grant 
 01-Nov-22                     14,750,000      GBP0.014                     5 years from issue 
------------------  --------------------- 
 At 31 March 2023              77,595,228 
------------------  --------------------- 
 

At the grant date, the fair value of the warrants issued have been determined using the Black-Scholes option pricing model. Volatility was calculated based on data from comparable esports companies, with an appropriate discount applied due to being an unlisted entity at the grant date, if applicable. Risk-free interest has been based on UK Government Gilt rates.

   11         Share capital and share premium 
 
                             Shares     Share     Share 
                                      Capital   Premium    Total 
                                No.   GBP'000   GBP'000  GBP'000 
----------------------  -----------  --------  --------  ------- 
 At 30 September 2022   518,617,362       519    22,644   23,163 
----------------------  -----------  --------  --------  ------- 
 At 31 March 2023       518,617,362       519    22,644   23,163 
----------------------  -----------  --------  --------  ------- 
 

No shares were issued in the period from the Company's last annual report on 30 September 2022 to 31 March 2023.

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