References herein to "we," "us" or the "Company" refer to Simplicity Esports and Gaming Company and its consolidated subsidiaries. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere herein.





Overview


We are a global esports organization, that is capitalizing on the growth in esports through two business units: Simplicity Esports, LLC ("Simplicity Esports LLC") and PLAYlive Nation, Inc. ("PLAYlive"). During the fiscal year ended May 31, 2022, we also had a third business unit: Simplicity One Brasil Ltda ("Simplicity One"). During the first quarter of the fiscal year ending May 31, 2023, in an effort to focus on business operations that were currently profitable, the Company sold its League of Legends franchise asset, and exited business operations in Brazil. Funding the Brazilian business operations created a monthly cash burn of approximately $45,000. The Company sold the franchise asset to Brazilian esports organization Los Grandes for total consideration of 1,920,000 Brazilian Reais (approximately $362,000) to be paid in five equal quarterly installments.





Our Esports Teams


We own and manage multiple professional esports teams. Revenue is generated from prize winnings, corporate sponsorships, advertising, league subsidy payments and potential league revenue sharing payments from the publishers of video games.

Through our wholly owned subsidiary, Simplicity Esports LLC, we own and manage multiple professional esports teams competing in games such as Heroes of the Storm. We are committed to growing and enhancing the esports industry, fostering the development of amateurs to compete professionally and signing established professional gamers to support their paths to greater success.

In addition, from January 2020 to July 2022, we managed Flamengo eSports, one of the leading Brazilian League of Legends® teams competing in the top tier league CBLoL, through our 76% owned subsidiary, Simplicity One. In July 2022, in an effort to focus on business operations that were currently profitable, the Company sold its League of Legends franchise asset, and exited business operations in Brazil. Funding the Brazilian business operations created a monthly cash burn of approximately $45,000. The Company sold the franchise asset to Brazilian esports organization Los Grandes for total consideration of 1,920,000 Brazilian Reais (approximately $362,000) to be paid in five equal quarterly installments.





Online Tournaments


In response to demand from customers for online esports tournaments which was likely triggered by the social distancing protocols attendant to the COVID-19 pandemic, we introduced in March 2020 an initiative of online esports tournaments. Since March 2020, through our wholly owned subsidiary, Simplicity Esports LLC, we had been holding online esports tournaments in the United States. As of August 2022, we have temporarily ceased organizing online tournaments while focusing on expense reduction and operational efficiency.





Our Gaming Centers


As of May 31, 2022, we had 29 operational locations (17 corporate locations and 12 franchise locations), through our subsidiaries throughout the U.S., giving casual gamers the opportunity to play in a social setting with other members of the gaming community. Subsequent to the 2022 fiscal year end, the Company closed 12 of its 17 corporate owned esports gaming center locations. The Company continues to operate five corporate owned locations and 12 franchisee owned locations. Management is exploring strategic alternatives, including merger and acquisition opportunities, and is focused on high margin, lower capital expenditure business strategies in the esports gaming industry, with a goal of being cash flow positive in the next 12 to 24 months.

In addition, aspiring and established professional gamers have an opportunity to compete in local and national esports tournaments held in our gaming centers for prizes, notoriety, and potential contracts to play for one of our professional esports teams. In this business unit, revenue is generated from franchise royalties, the sale of game time, memberships, tournament entry fees, birthday party events, corporate party events, concessions and gaming-related merchandise.





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Our business plan encompasses a brick-and-click physical and digital approach to further recognize revenue from all verticals, which we believe to be unique in the industry. The physical centers, together with our esports teams, lifestyle brand and marketing campaigns offer opportunities for additional revenue via strategic partnerships with both endemic and non-endemic brands. Our ultimate goal is to further engage a diverse fan base with a 360-degree approach driving traffic to both our digital platform, tournaments (online and in-person), and physical real estate to maximize the monetization opportunities with these relationships. In addition, we have proprietary intellectual capital, fan engagement strategies and brand development blueprints which complement our publicly available information.

Optimally, the esports gaming centers of Simplicity Esports LLC ("Simplicity Esports Gaming Centers") measure between 2,000 and 4,000 square feet, with dozens of gaming stations. The Simplicity Esports Gaming Centers feature cutting edge technology, futuristic aesthetic décor and dynamic high-speed gaming equipment. We believe our brick-and-click strategy will present attractive opportunities for sponsors and advertisers to connect with our audience, creating an intriguing monetization opportunity for sponsors and advertisers. As of September 26, 2022, our corporate owned stores operate in approximately 40,000 square feet of retail space in desirable, high traffic locations.

Creating content that engages fans, sponsors and developers, while promoting our brand is one of our primary goals. In August 2021, we announced a partnership with Television Korea 24 ("ESTV") to provide esports and gaming content for their 24-7 live linear channel around the world. ESTV can be viewed in over 45 countries, including the U.S. We seek to reach a broad demographic encompassing the casual, amateur and professional gaming community. Our philosophy is to enhance our footprint for both endemic and non-endemic partnerships. We believe we possess a deep perception of our markets and understand the new age of branding while maintaining authenticity to the gaming community that comprises our fanbase.

As a result of COVID-19, all of our corporate and franchised Simplicity Esports Gaming Centers were closed effective April 1, 2020. We commenced reopening Simplicity Esports Gaming Centers on May 1, 2020 and subsequently reopened 16 corporate and 12 franchised Simplicity Esports Gaming Centers. Subsequent to the 2022 fiscal year end, the Company closed 12 of its 17 corporate owned esports gaming center locations. The Company continues to operate five corporate owned locations and 12 franchisee owned locations. See "Risk Factors-Public health epidemics or outbreaks, such as COVID-19, could materially and adversely impact our business."





Corporate Gaming Centers



As of May 31, 2022, we operated 17 corporate-owned retail Simplicity Esports Gaming Centers. Subsequent to the 2022 fiscal year end, the Company closed 12 of its 17 corporate owned esports gaming center locations. The Company continues to operate five corporate owned locations and 12 franchisee owned locations. Management is exploring strategic alternatives, including merger and acquisition opportunities, and is focused on high margin, lower capital expenditure business strategies in the esports gaming industry, with a goal of being cash flow positive in the next 12 to 24 months.





Franchised Gaming Centers


Due to interest from potential franchisees, in 2019 we launched a franchising program to accelerate the expansion of our planned nationwide footprint. We sell specific franchise territories, through our wholly owned subsidiary PLAYlive, and assist with the establishment and buildout of esports gaming centers to potential business owners that desire to use our branding, infrastructure and process to open and operate gaming centers. We currently operate 12 fully constructed franchise esports gaming centers. Franchise revenue is generated from the sale of franchise territories, supplying furniture, equipment and merchandise to the franchisees for buildout of their centers, a gross sales royalty fee and a national marketing fee. We license the use of our branding, assist in identifying and negotiating commercial locations, assist in overseeing the buildout and development, provide access to proprietary software for point of sale, inventory management, employee training and other HR functions. Franchisees also have an opportunity to participate in our national esports tournament events. Once an esports gaming center is opened, we provide operational guidance, support and use of branding elements in exchange for a monthly royalty fee calculated as 6% of gross sales. Prior to selling a franchise, among other things, the Company is required to provide a potential franchisee with a franchise disclosure document. We do not currently have an active franchise disclosure document.





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The combination of the esports gaming centers, owned or franchised by our wholly owned subsidiaries Simplicity Esports LLC or PLAYlive, provides us with what we believe is one of the largest esports gaming center footprints in North America.





Franchise Roll Up Strategy


We began implementing a franchise roll-up strategy in July 2020 because of the disruption caused by COVID-19 related stay-at-home orders, and the disruption it caused to the commercial real estate market. The reduction in revenues for some franchisees because of stay-at-home orders, and government mandates to remain closed created significant accrued rent payments due to landlords. We have been able to come to terms with many franchisees to acquire the assets of their gaming centers and make them corporate owned. We have simultaneously negotiated new leases with some of the largest national mall chains, including Simon Property Group and Brookfield Asset Management, and are in the process of negotiating additional locations with other landlords. The new leases involve significant reductions in or elimination of fixed rent and the addition of percentage of revenues rent terms.





Our Stream Team


The Simplicity Esports LLC stream team encompasses commentators (commonly known as "casters"), influencers and personalities who connect to a dedicated fan base. Our electric group of live personalities represent our organization to the fullest with their own unique style. We are proud to support and present a diverse group of gamers as we engage fans across a multitude of esports genres. Our Twitch affiliation has enabled our stream team to reach a broad fan base. Additionally, we have created several niches within the streaming community which has enabled us to engage fans within certain titles on a 24/7 basis. Through Simplicity Esports LLC, we have begun to implement a unique approach to ensure the ultimate fan friendly esports experience. Our intention is to have gamers involved at the grassroots level and feel a sense of unity as we compete with top class talent. Our management and players are known within the esports community and we plan to use their skills to create a seamless content creation plan helping gamers feel closer to our brand than any other in the industry.





COVID-19


As a result of COVID-19, all of our corporate and franchised Simplicity Esports Gaming Centers were closed effective April 1, 2020. We commenced reopening Simplicity Esports Gaming Centers on May 1, 2020 and subsequently reopened 16 corporate and 12 franchised Simplicity Gaming Centers, the majority of which are operating at restricted capacity based on local COVID-19 regulations. Subsequent to May 31, 2022, the Company closed 12 of its 17 corporate owned esports gaming center locations. The Company continues to operate five corporate owned locations and 12 franchisee owned locations. Although our franchise agreements with franchisees of Simplicity Esports Gaming Centers require a minimum monthly royalty payment to us from the franchisees regardless of whether the franchised Simplicity Esports Gaming Centers are operating, a limited number of the franchisees of Simplicity Esports Gaming Centers have defaulted on their obligations to pay their minimum monthly royalty payment to us. This has resulted in either an increase in accounts receivables or a bad debt expense where account receivables are no longer collectible due to franchisee's inability to pay the minimum monthly royalty payments owed by the franchisee. As of May 31, 2022, we have recorded an allowance for doubtful accounts of approximately $39,000 and have written off $4,000, partly in conjunction with taking back certain franchises and converting them to company owned stores. Notwithstanding our efforts to support franchisees and still collect on receivables, it is unclear exactly how much of the increase in accounts receivables is attributable to the impact of COVID-19. We have waived the minimum monthly royalty payment obligations from July 2020 through present day and are instead billing the franchisees a true-up of 6% of gross sales without a minimum. We continue to assess possible similar accommodations to the franchisees in light of the impact of COVID-19. Additionally, the disruptions in commercial real estate caused by COVID-19 lockdowns have allowed the Company to strengthen its existing relationships with national landlords by signing new locations with percentage rent leases.





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The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date adversely impacted the Company's business during the year ended May 31, 2022 and will potentially continue to impact the Company's business. Management observes that all business segments continue to be impacted by reduced foot traffic that began as a result of COVID-19 lockdowns and has continued as consumer habits have changed.

For the fiscal years ended May 31, 2022 and 2021, we generated revenues of $3,552,665 and $1,551,923 and reported net losses of $17,838,138 and $6,096,855, respectively. Net cash used in operating activities for the fiscal years ended May 31, 2022 and 2021 was $2,679,110 and $1,617,914, respectively. As of May 31, 2022, we had an aggregate accumulated deficit of $29,838,444. We anticipate that we will continue to report losses and negative cash flow. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings. See "Risk Factors-We have a history of operating losses and our auditors have indicated that there is a substantial doubt about our ability to continue as a going concern."





Results of Operations



The following table summarizes our operating results for the fiscal years ended
May 31, 2022 and 2021.



                                                     Fiscal Year       Fiscal Year
                                                        Ended             Ended
                                                    May 31, 2022      May 31, 2021

Franchise royalties and license fees                $     262,663     $     151,634
Franchise deposit revenue                                  31,987           154,291
Company-owned stores and other revenue                  2,897,293         1,053,226
Esports revenue                                           360,722           192,772
Total revenue                                           3,552,665         1,551,923
Less: Cost of goods sold                               (2,492,238 )      (1,014,310 )
Gross margin                                            1,060,427           537,613
Operating expenses                                    (12,090,974 )      (5,335,112 )
Other expense                                          (6,807,591 )      (1,397,329 )
Net loss attributable to non-controlling interest         291,593            97,973
Net Loss                                            $ (17,838,138 )   $  (6,096,855 )

Summary of Statement of Operations for the Fiscal Year Ended May 31, 2022 and 2021:





Revenue



We generated $3,552,665 of revenue for the fiscal year ended May 31, 2022 as compared to $1,551,923 for the fiscal year ended May 31, 2021. The increase in revenue was principally due to the increase in the number of company owned stores we operate, offset by a slight reduction in franchise royalties and franchise deposit revenue as franchises were converted to company owned stores.





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Franchise royalties, franchise deposit and termination revenue and company-owned stores sales and other revenues, totaled $3,191,943 and $1,359,151, for the fiscal years ended May 31, 2022 and 2021. In addition, esports revenue was $360,722 during the fiscal year ended May 31, 2022, up from $192,772 in the fiscal year ended May 31, 2021. This increase was due to inclusion of the full year of operations of Simplicity One Brazil which was acquired in January 2020. In July 2022, in an effort to focus on business operations that were currently profitable, the Company sold its League of Legends franchise asset, and exited business operations in Brazil. Funding the Brazilian business operations created a monthly cash burn of approximately $45,000. The Company sold the franchise asset to Brazilian esports organization Los Grandes for total consideration of 1,920,000 Brazilian Reais (approximately $362,000) to be paid in five equal quarterly installments.





Cost of Goods Sold


Cost of goods sold during the fiscal years ended May 31, 2022 and 2021 totaled $2,492,238 and $1,014,310, respectively. Cost of goods sold is related to player and team expenses related to esports revenues and cost of gaming system and store merchandise sold at company owned stores, including the depreciation on the gaming equipment needed to generate these revenues. The increase is cost of goods sold is directly related to the increase in company owned store revenues.





Operating Expenses


Operating expenses for the fiscal year ended May 31, 2022 totaled $12,090,974, a $6,755,862 increase from the $5,335,112 of operating expense in the fiscal year ended May 31, 2021. The increase was the result of impairment expenses of $4,031,244 recorded in connection with the impairment of goodwill and other intangible assets, impairment expense of $1,355,156 recorded in connection with the right-of use-asset, inventory and fixed assets, increased compensation and related benefits of approximately $476,000, primarily due to a $429,000 decrease in stock-based compensation, coupled with a $900,000 increase in salaries, wages and the related insurance and taxes, predominantly driven by the increase in employees related to the new company owned stores; an increase in professional fees of $669,000, of which $436,000 was for increased legal, accounting and consulting services; an increase in general and administrative expenses of $633,000, primarily due to an increase in amortization of $108,000, an increase in rent of $170,000, and an increase in utilities of $90,000.





Other Expense


Other expense represented an expense of approximately $6,808,000 and $1,400,000 during the fiscal years ended May 31, 2022 and 2021, respectively. The increase in other expense of $5,408,000 is due to an increase of $2,946,000 of interest expense on the notes payable mentioned herein, a $2,290,000 increase in debt forgiveness expense.

Net Loss Attributable to Non-Controlling Interest

As part of the conversion of franchises into company-owned stores, two of the original franchisees retained a 21% interest in the stores, one retained a 49% interest and 24% of our interest in Simplicity One Brasil, some of which is owned by Jed Kaplan, our former Chairman of the Board. As such, a portion of the net loss incurred during the year is allocated to those parties. For the fiscal year ended May 31, 2022, the net loss attributable to non-controlling interest was $291,593, which represents an increase of $193,620 from the year ended May 31, 2021.





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Liquidity and Capital Resources

In 2018, the completion of the Initial Public Offering and simultaneous Private Placement, inclusive of the underwriters' exercise of their over-allotment option, generated gross proceeds to the Company of $54,615,000. Related transaction costs amounted to approximately $3,838,000, consisting of $3,360,000 of underwriting fees, including $1,820,000 of deferred underwriting commissions payable (which was held in the Trust Account) and $478,000 of Initial Public Offering costs.

Following the Initial Public Offering and the underwriter's partial exercise of the over-allotment option, a total of $52,780,000 was placed in the Trust Account and we had $552,190 of cash held outside of the Trust Account, after payment of all costs related to the Initial Public Offering.

On November 20, 2018, in connection with the closing of our initial Business Combination, the funds in the Trust Account were used for, among other things, the following:





  ? $45,455,596 to redeem 4,448,260 shares
  ? $7,255,306 to fund the escrow agreement for Polar and K2
  ? $150,000 to fund our investment in Smaaash



As of May 31, 2020, we had no cash and marketable securities held in the Trust Account.

As of May 31, 2022 and 2021, we had cash of $103,000 and $414,000, which is available for use by us to cover the costs associated with general corporate purposes. In addition, as of May 31, 2022 and 2021, we had accounts payable and accrued expenses of $2,360,000 and $1,605,000, respectively.

For the fiscal years ended May 31, 2022 and 2021, cash used in operating activities amounted to $2,679,110 and $1,617,914, respectively. The increase in net cash used of approximately $1,061,000 is due to a decrease in shares for services of approximately $1,900,000, an increase in non-cash interest expense of approximately $2,400,000, increased impairment losses of approximately $5,000,000, an increase in depreciation and amortization charges of approximately $110,000 and an increase in debt forgiveness expense of approximately $2,290,000, offset by an increased net loss of approximately $11,600,000. In addition, changes in our operating liabilities and assets provided approximately $1,500,000 of cash, an increase of approximately $1,700,000 from May 31, 2021. The increase in cash provided is due to increased accrued expenses of approximately $930,000, a reduction in deferred revenues of approximately $125,000, a decrease in inventory of approximately $40,000, a decrease in prepaid expenses and security deposits of approximately $20,000 and a decrease in due from franchisee of approximately $45,000, offset by reduced accounts receivable of approximately $132,000 and decreased deferred brokerage fees of approximately $61,000. Cash used in investing activities amounted to $515,179, an increase of $363,230 from the prior year. The increase is attributable to increased purchase of property and equipment of $359,000. Cash provided from financing activities amounted to $2,833,500, an increase of $1,534,000 over the prior year. The increase is mainly attributable to a net cash increase of $1,087,000 for the net effect of the issuance in notes payable, coupled with an increase in funds received from private placement units of $379,000, an increase non-controlling interest in subsidiaries of $179,000, offset by an increase in deferred financing costs of $111,000.

We will need to raise additional funds in order to meet the expenditures required for operating our business.

Off-balance sheet arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





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Going Concern


The Company's consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company has an accumulated deficit as of May 31, 2022, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the of the date that the financial statements are issued.

The Company's cash position may not be sufficient to support the Company's daily operations. Management plans to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy and its ability to generate sufficient revenue and to raise additional funds, there can be no assurances to that effect. Should the Company fail to raise additional capital, it may be compelled to reduce the scope of its planned future business activities.

The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan, to generate sufficient revenue and to raise additional funds by way of public and/or private offerings.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As a result of COVID-19, all of our corporate and franchised Simplicity Gaming Centers had been closed effective April 1, 2020. Although our franchise agreements with franchisees of Simplicity Gaming Centers require a minimum monthly royalty payment to us from the franchisees regardless of whether the franchised Simplicity Gaming Centers are operating, there is a potential risk that franchisees of Simplicity Gaming Centers will default in their obligations to pay their minimum monthly royalty payment to us. As of May 31, 2020, some of our franchised gaming centers have begun to re-open.

The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date adversely impacted the Company's business during the year ended May 31, 2022 and will potentially continue to impact the Company's business. Management observes that all business segments continue to be impacted by reduced foot traffic that began as a result of COVID-19 lockdowns and has continued as consumer habits have changed.





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Contractual obligations


We do not have any long-term capital lease obligations, operating lease obligations or long-term liabilities, except as follows:

The Company has entered into various lease agreements in support of our corporate offices and our gaming centers. All of the Company's gaming center leases have been recorded with the appropriate Right of Use ("ROU") asset and related liability.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.





Revenue Recognition



The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. Our revenue is derived principally from two sources, the first is from the sale of the rights to our players to third parties and second from participation and prize money awarded at gaming tournaments.

Intangible Assets and impairment

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company had intangible assets subject to amortization related to its acquisition of Simplicity Esports, LLC. These costs were included in intangible assets on our balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of the costs, which is 3 to 5 years.

The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. For the year ended May 31, 2022, the Company performed an internal valuation to review our intangible assets and based upon this valuation, Then Company recorded an impairment charge of $324,000

Goodwill

Goodwill is the excess of our purchase cost over the fair value of the net assets of acquired businesses. We do not amortize goodwill, but we assess our goodwill for impairment at least annually. Our assessment date was May 31, 2022, and the company performed an internal valuation to review our goodwill and based upon this valuation, the Company recorded an impairment charge of $3,707,000.

Operating Lease Right-of-Use Assets and Operating Lease Liabilities

The Company adopted the Financial Accounting Standards Board's Accounting Standards Codification Topic 842, Leases (Topic 842) and has elected the 'package of practical expedients', which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply Topic 842 to arrangements with lease terms of 12 months or less. The Company has entered into various lease agreements mainly to support the operations of its gaming centers.

The significant assumption used to determine the present value of the lease liability was a discount rate ranging from of 12% which was based upon the Company's estimated incremental borrowing rate at the start of the lease term.

The Company has recorded an impairment charge of $1,355,000 related to the fact that multiple stores were closed subsequent to the end of reporting period.

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