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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Good Life Plus Plc | AQSE:GDLF | Aquis Stock Exchange | Ordinary Share | GB00BPSMPW93 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.60 | 1.40 | 1.80 | 1.60 | 1.60 | 1.60 | 0.00 | 06:57:17 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMSEMP
RNS Number : 5776E
Semper Fortis Esports PLC
31 October 2022
31 October 2022
SEMPER FORTIS ESPORTS PLC
("Semper" or the "Company")
HALF-YEARLY RESULTS FOR THE SIX MONTHSED 31 JULY 2022
Semper Fortis Esports PLC (AQSE: SEMP), the esports company focused on establishing esports teams, Web3 communities and forming brand technology partnerships , announces its unaudited half-yearly results for the six months ended 31 July 2022 and provides an update on post-period events.
FINANCIAL HIGHLIGHTS
-- Revenues of GBP0.05m (H1 2021: nil) were made up of sponsorship, revenue share on sales from the official Rocket League esports shop and prize winnings.
-- Loss before tax of GBP0.46m (H1 2021: GBP0.65m) which included investment in esports teams and play-to-earn guild, content creation, professional fees, general operating costs and impairment of NFT values.
-- Cash at bank as of 31 July 2022 GBP0.63m (H1 2021: GBP1.77m).
OPERATIONAL HIGHLIGHTS
-- Secured first commercial sponsor for an amount of GBP10,000 with The Topps Company, Inc.
-- Launched, and subsequently made an impairment on the new blockchain based play-to-earn gaming division, SMPR Guild.
-- Established an Employee Benefit Trust ("EBT") for the benefit of current and future employees.
POST PERIOD EVENTS
-- Significantly reduced overheads in the period to an annualised amount of GBP265,000, choosing not to renew all existing contracts with previous esports talent associated with the company.
-- In October 2022, the company sold SMPR player "Archie" for a transfer fee of $35,000.
Jassem Ossieran, Chief Operating Officer, said : " We have reduced our overheads in this climate whilst we are searching as a Board for the right strategy in and around the esports and gaming sector. We have tried a number of approaches but have never over invested on any single one, which we feel has been more prudent. We will report back to our stakeholders when the Board has determined on the right future direction for the Company."
For more information, please contact:
Semper Fortis Esports plc via Square1 Consulting https://semperfortisesports.com Jassem Osseiran, Chief Operating Officer Max Deeley, Finance Director Hybridan LLP - AQSE Corporate Adviser and Broker https://hybridan.com +44 203 764 2341 Claire Noyce, Managing Partner, Corporate Finance Niall Pearson, Head of Corporate Broking & Sales +44 203 764 2343 Square1 Consulting +44 207 929 5599 David Bick +44 7831 381201
Interim Management Report
Overview
During the prior period, the Company had made significant investment into its esports teams and content creation and enjoyed success with its Rocket League team.
However, the monetisation of these teams has proved difficult. This is a key challenge across the esports industry, despite the growth of participation in the sector.
Therefore, given the current economic uncertainty, the Company has taken steps to significantly reduce its overheads.
Esports Team
During the period, the Company generated revenues of GBP0.05m through its Rocket League team. This came from three sources: sponsorship; revenue share on sales from the official Rocket League shop and prize winnings.
However, with team costs being considerably higher than these earnings and with no visibility on significant increases in revenues in the near future, the decision was made to end all contracts with esports talent associated with the Company; with a view to considering an esports strategy with a lower cost base. This led to the Company selling one of its Rocket League players ("Archie") for a transfer fee $35,000 in October 2022.
Play-to-Earn
In February 2022, the Company launched a new play-to-earn gaming division known as SMPR Guild, believing it would bring the Company material revenues.
Play-to-earn is a relatively new category in video gaming where blockchain based games reward players with tokens which are free to convert into cryptocurrency and then into fiat currency.
The Company purchased in-game items (non-fungible tokens known as NFTs) which are characters required to play a game and then provided access to these to active game players ("scholars") on a revenue share basis.
The play-to-earn industry revolves around the Cryptocurrency market which suffered a significant crash in May 2022 with some stable coins losing 97% of their value. This dramatically reduced the value of the in-game items and the earning potential of scholars.
The Company has therefore prudently raised an impairment of GBP32,650 against the value of the NFTs it owns reducing the values to zero.
Establishment of Employee Benefit Trust
During the period, the Company established an Employee Benefit Trust ("EBT") for the benefit of current and future employees.
In March 2022, the EBT acquired all the Ordinary Shares (41,000,000 Ordinary Shares) and all the Redeemable Preference Shares (12,587 Redeemable Preference Shares) held by GIMA Group Inc for a total consideration of GBP56,747. This concluded all matters relating to the departure of Mr Soltani (the former CEO) who held his share interests in the Company through GIMA Group Inc.
Board change
On 20 July 2022 Nolan Bushnell stepped down as non-executive director. The Board would like to thank Nolan for his invaluable assistance in starting the Semper Fortis Esports business.
Outlook
The Company has significantly reduced its overheads in order to conserve its cash position. Moving forward, the Company will continue to focus on opportunities in and around the esports and gaming sector.
Max Deeley
Finance Director
28 October 2022
INCOME STATEMENT AND STATEMENT OF COMPRENSIVE INCOME
Unaudited Unaudited Audited Six months ended Six months ended Year ended Note 31 July 2022 31 July 2021 31 January 2022 GBP GBP GBP Revenue 55,824 - 31,629 Operating and administrative expenses 3 (511,629) (651,287) (1,252,966) ---------------- ----------------- --------------- Loss before income tax (455,805) (651,287) (1,221,367) Income tax - - - Loss for the period and total comprehensive loss (455,805) (651,287) (1,221,367) ================ ================= =============== Earnings per share attributable to equity owners Basic and diluted earnings per share 4 (0.001) (0.002) (0.003) ---------------- ----------------- ---------------
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited As at As at As at 3 1 July 31 July 31 January 2022 2022 2021 Note GBP GBP GBP ASSETS Current assets Other receivables 97,543 73,214 107,622 Cash and cash equivalents 634,502 1 ,770,442 1,328,418 ----------- ------------ ---------------- Total assets 73 2,045 1,843,656 1,436,040 =========== ============ ================ EQUITY AND LIABILITIES Equity attributable to owners Share capital 5 76,550 76,550 76,550 Share premium 2,487,410 2,562,410 2,487,410 Share based payments reserve 156,327 1,989 155,077 Investment in own shares (56,747) - - Retained earnings (2,029,978) (1,007,961) (1,574,173) 6 33,562 1,632,988 1,144,864 Current liabilities Trade and other payables 98,483 210,668 291,176 Total equity and liabilities 7 32,045 1,843,656 1,436,040 =========== ============ ================
STATEMENT OF CHANGES IN EQUITY
Share based payments reserve Share Share Retained Investment in capital premium earnings own shares Total GBP GBP GBP GBP GBP GBP At 1 February 2022 7 6,550 2 ,487,410 1 55,077 ( 1,574,173) - 1,144,864 Total comprehensive loss for the period - - - (455,805) - (455,805) Share based payment - - 1,250 - - 1,250 Shares owned by Employee Benefit Trust - - - - (56,747) (56,747) --------- ----------- ---------------- ------------- ---------------- ---------- At 31 July 2022 76,550 2,487,410 156,327 (2,029,978) (56,747) 633,562 ========= =========== ================ ============= ================ ============ Share Share Share based payments Retained capital premium reserve earnings Total GBP GBP GBP GBP GBP At 1 February 2021 50,500 - - (356,674) (306,174) Issue of ordinary shares 26,050 2,562,410 - - 2,588,460 Total comprehensive loss for the year - - - (651,287) (651,287) Share based payments - - 1,989 1,989 At 31 July 2021 76,550 2,562,410 1,989 (1,007,961) 1,632,988 ========= ========== =========================== ============ ============ Share Share Share based payments Retained capital premium reserve earnings Total GBP GBP GBP GBP GBP At 1 February 2021 50,500 - - (356,674) (306,174) Issue of ordinary shares 26,050 2,562,410 - - 2,588,460 Total comprehensive loss for the year - - - (1,221,367) (1,221,367) Share based payments - (75,000) 158,945 - 83,945 Forfeiture of share options - - (3,868) 3,868 - At 31 January 2022 76,550 2,487,410 155,077 (1,574,173) 1,144,864 ========= ========== ========================== ============ ==============
STATEMENT OF CASH FLOWS
U naudited U naudited A udited S ix months Y ear ended Six months ended ended 31 J uly 31 Ju ly 3 1 January 2022 2021 2022 GBP GBP GBP Cash flows from operating activities Loss before income tax (455,805) (651,287) (1,221,367) Adjustments: S hare based payments 1,250 1,989 83,945 Movement in working capital Increase in receivables 10,079 (15,869) (50,277) Increase/(decrease) in payables (192,693) (226,009) (145,501) ----------- ----------------- ----------- Net cash flow from operating activities (637,169) (891,176) (1,333,200) ----------- ----------------- ----------- C ash flows from investing activities Purchase of own shares ( 56,747) - - Net cash flows from investing activities ( 56,747) - - ----------- ----------------- ----------- Cash flows from financing activities Issue of ordinary shares 6 - 2,5 88,460 2,588,460 Net cash flows from financing activities - 2,5 88,460 2,588,460 ----------- ----------------- ----------- Net ( decrease)/ increase in cash and cash equivalents (693,916) 1,6 97,284 1,255,260 Cash and cash equivalents at beginning of period 1,328,418 73,158 73,158 Cash and cash equivalents at end of period 634,502 1 ,770,442 1,328,418 =========== ================= ===========
The accounting policies and notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL INFORMATION
For the six months ended 31 July 2022
1. Basis of preparation
The interim financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the UK.
The accounts have been prepared in accordance with accounting policies that are consistent with the Annual Report and Accounts for the year ended 31 January 2022.
The unaudited results for the six months ended 31 July 2022 do not constitute statutory accounts for that period under 435 of the Companies Act 2006. Statutory accounts for the year ended 31 January 2022 have been delivered to the Registrar of Companies.
The auditors' report on the accounts for 31 January 2022 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
2. Changes in significant accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the financial statements as at and for the year ended 31 January 2022.
3. Operating expenses by nature U naudited Una udited A udited Six months S ix months Y ear ended ended ended 3 1 July 31 July 31 January 2022 2021 202 2 Directors' Remuneration 1 25,563 128,963 2 40,313 Professional fees 157,090 3 56,852 5 75,502 Esports team costs 157,727 1 29,456 2 97,757 S hare based payments 1,250 1 ,989 8 3,945 Sundry expenses 69,999 34,027 5 5,479 5 11,629 651,287 1 ,252,996 ----------- ------------- ---------- 4. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.
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. The weighted average number of shares excludes shares held by an Employee Benefit Trust and has been adjusted for the issue/purchase of shares during the period.
U naudited Una udited A udited Six months S ix months year ended ended ended 31 July 31 July 2022 2021 31 January 2022 GBP GBP GBP Loss for the period attributable to equity holders (GBP) (455,805) (651,287) (1 ,221,367) Weighted average number of shares in issue 387,637,922 294,077,148 3 55,287,471 Basic and diluted earnings per share (GBP) (0.001) (0.002) (0.003) ============= ============= =============== 5. Share capital
The issued share capital as at 31 July 2022 was 415,499,800 of GBP0.0001 each ordinary shares (31 July 2021: 415,499,800; 31 January 2022: 415,499,800) and 35,000 of GBP1.00 each redeemable deferred shares (31 July 2021: 35,000; 31 January 2022: 35,000).
The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.
The redeemable deferred shares hold no voting rights or rights to receive dividends.
In March 2022 an Employee Benefit Trust established by the Company acquired all the Ordinary Shares (41,000,000 Ordinary Shares) and all the Redeemable Preference Shares (12,587 Redeemable Preference Shares) held by GIMA Group Inc for a total consideration of GBP56,747. This concluded all matters relating to the departure of Mr Soltani (the former CEO) who held his share interests in the Company through GIMA Group Inc. This has been included as part of Other Reserves within equity.
6. Share based payments
On 26 April 2021, the Company granted options over 12,464,994 ordinary shares at an exercise price of GBP0.031 and a vesting period of 2 to 4 years. One third of the shares subject to options vest on each of the 2(nd) , 3(rd) and 4(th) anniversaries of admission to AQSE.
One of the directors has since left the company, resulting in 8,309,996 options lapsing.
At 31 July 2022, 4,154,998 options were outstanding with an average exercise price of GBP0.031 per share.
The charge for share based payments in the six months ended 31 July 2022 was GBP1,250 (31 July 2021: GBP1,989; 31 January 2022: GBP83,945).
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END
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(END) Dow Jones Newswires
October 31, 2022 03:00 ET (07:00 GMT)
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