UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 14, 2023, FaZe Holdings Inc. issued a press release and a shareholder letter announcing its financial results for the fiscal quarter ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 and the shareholder letter as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 2.02 and Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is furnished with this report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press release, dated August 14, 2023, of FaZe Holdings Inc. regarding its results of operations for the quarter ended June 30, 2023. | |
| 99.2 | Letter to Shareholders issued by FaZe Holding Inc., dated August 14, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAZE HOLDINGS INC. | |||
| Date: August 14, 2023 | By: | /s/ Christoph Pachler | |
| Name: | Christoph Pachler | ||
| Title: | Chief Operating Officer & Chief Financial Officer | ||
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Exhibit 99.1
FaZe Holdings Announces Second Quarter 2023 Financial Results
LOS ANGELES – August 14, 2023: FaZe Holdings Inc. (Nasdaq: FAZE), the lifestyle and media platform rooted in gaming and youth culture, today announced its financial results for the second quarter, ended June 30, 2023, in a Letter to Shareholders. The Letter to Shareholders can be accessed on FaZe’s Investor Relations website, investors.fazeclan.com.
“Second quarter results were led by momentum in our esports business, where live gaming experiences are making a strong comeback and FaZe teams brought home eight more championships. While we are working through a challenging revenue environment overall, our strong cost discipline enabled us to narrow our Adjusted EBITDA loss in the second quarter, and we expect continued action to further benefit the second half of the year,” said Lee Trink, Chief Executive Officer. “Behind the scenes we’re gaining momentum on the talent front and with our partners expressing increased confidence in the gaming sector, we are looking forward to the second half of 2023.”
Forward-Looking Statements
The information in this communication includes “forward-looking statements” pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this communication, including statements regarding the Company’s strategy, future operations, financial performance and capital structure, estimated financial position, estimated revenue and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management, are forward-looking statements. These forward-looking statements generally are identified by the words “budget,” “could,” “forecast,” “future,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seem,” “seek,” “strive,” “would,” “should,” “may,” “believe,” “intend,” “expect,” “will,” “continue,” “increase,” and/or similar expressions that concern strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are based on management’s belief or interpretation of information currently available. These forward-looking statements are based on various assumptions, whether or not identified herein, and on the current expectations of management and are not predictions of actual performance. Because forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, whether or not identified in this communication, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many factors could cause actual results and conditions (financial or otherwise) to differ materially from those indicated in the forward-looking statements, including but not limited to: the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; litigation and regulatory proceedings relating to our business, including the ability to adequately protect our intellectual property rights; our limited operating history and uncertain future prospects and rate of growth due to our limited operating history; our ability to continue to monetize our platform; our ability to grow market share in our existing markets or any new markets we may enter; our ability to maintain and grow the strength of our brand reputation; our ability to manage our growth effectively; our ability to retain existing and attract new Esports professionals, content creators and influencers; our success in retaining or recruiting, or changes required in, our officers, directors and other key employees or independent contractors; our ability to maintain and strengthen our community of brand partners, engaged consumers, content creators, influencers and Esports professionals, and the success of our strategic relationships with these and other third parties; risks related to data security and privacy, including the risk of cyber-attacks or other security incidents; our ability to secure future financing, if needed, and our ability to repay any future indebtedness when due; the impact of the regulatory environment in our industry and complexities with compliance related to such environment, including our ability to comply with complex regulatory requirements; our ability to maintain an effective system of internal controls over financial reporting; our ability to respond to general economic conditions, including market interest rates; and other risks identified in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and our other filings with the SEC.
These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Forward-looking statements speak only as of the date they are made. While FaZe may elect to update these forward-looking statements at some point in the future, FaZe specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing FaZe’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
About FaZe Holdings Inc.
FaZe Holdings Inc. (Nasdaq: FAZE) (“FaZe Clan”) is one of the most prominent and influential gaming organizations in the world. Created by gamers, for gamers, FaZe began in 2010 by a group of internet kids who turned their passion into a successful career path and formed a die-hard community along the way. Today, FaZe Clan represents a vast roster of creators who aim to inspire the next generation in making their dreams a reality.
FaZe Clan operates across multiple verticals designed to reimagine gaming, sports, culture and entertainment. FaZe has partnered with blue-chip brands such as Porsche, GHOST, DraftKings and McDonald’s, and record-breaking fashion and lifestyle collaborations featuring Nike, Takashi Murakami, Lyrical Lemonade, NFL, Champion and more – all centered around its top-tier talent collective with gaming rooted at the core. Reaching over 500 million followers across social platforms globally, FaZe Clan’s roster consists of world-class gamers, streamers, content creators and esports professionals known for delivering disruptive, original content. Its gaming division houses 10+ competitive esports teams with titles including Call of Duty, Counter-Strike, Halo, FIFA and more. With a combined total of over 40 world championships to date, FaZe has brought home dozens of trophies with historic wins like the 2022 CS:GO PGL Antwerp Major, 2021 Call of Duty League Championship and 2023 CS:GO Intel Grand Slam.
The content of any website referenced or hyperlinked in this communication is neither incorporated into, nor part of, this communication.For more information, visit www.fazeclan.com, investor.fazeclan.com and follow FaZe Clan on Twitter, Instagram, YouTube, TikTok, and Twitch.
Contacts
Press: alana.battaglia@fazeclan.com
Investors: IR@fazeclan.com
Exhibit 99.2
2 2023 Q2 S t a ti s tics 1 Total Reach measures the aggregate number of user accounts, or “fans”, that subscribe to or follow FaZe content across YouTube, Twitter, Instagram and Twitch, including channels controlled by our celebrity talent. 2 Aggregate Youtube Subscribers: This metric represents the number of subscribers our total talent pool has on their FaZe co - branded YouTube channels, the company programmed FaZe Clan YouTube channel, as well as FaZe Affiliated channels
We appreciate the opportunity to update you on our recent a c tivities and inf orm you o f our financial r esult s f or the se c ond quarter of 2023. As we have previewed in previous letters, we - and our industry at large - continue to operate in a highly challenging environment, which has adversely impacted our ability to explore new revenue categories and generate a meaningful amount of new brand partnerships. 3 In line with the overall macroeconomic climate, our current and prospective brand partners have experienced slower growth and higher business uncertainty in the first half of the year, leading to a much slower uptake in new sponsorships for FaZe. The business impacts from this environment were further exacerbated by unusual and highly public controversies involving some of the FaZe founders. As a result, we recorded revenue of $11.7 million this quarter, which is a year - over - year decline. We were, however, able to mitigate the revenue decline by operating on a significantly more efficient cost base. Over the course of several months, we have made material reductions in our workforce and aggressively curtailed discretionary spending across the entire company, including a deep and thorough review of our Esports investments. Due to this disciplined approach to cost management, we were able to further narrow our Adjusted EBITDA loss over the first quarter of 2023 and fourth quarter of 2022 levels. We continue to scrutinize all spending across FaZe and have implemented additional reductions after the end of the second quarter, which will benefit our results in the second half of the year. Looking ahead, we remain optimistic about the opportunities for the FaZe brand. As the economy continues to improve, our business partners have started to express more optimism about investments in the gaming space and into FaZe specifically. This sentiment and our commitment to operate even more efficiently make us look forward to the second half of 2023. Furthermore, we believe we are moving in a positive direction with increasingly greater alignment between all stakeholders, including the founders. Finally, as we have indicated in our most recent letter, our Board has been actively exploring various capital structure alternatives to best position FaZe for the future. We are encouraged by the interest that various parties have expressed and look forward to arriving at the best possible outcome for our shareholders soon.
Highlight s o f our se c ond quar t er and r e c ent w eeks T O TINOS / T o tin o ʼ s and F a Z e e v ol v ed our long - s t anding b r and partner ship th rough the launch of a second SKU of a new Orange Chicken Pizza Rolls. PO R SCHE / F a Z e and Por sche deepened our brand relationship through a series of events and c on t ent p r odu c tion in German y . XFINI T Y / X finit y , F a Z e and Nu ke Squad launch ʻRig Raiders,ʼ a ʻPimp My Rideʼ style YouTube video series for customizing and remodeling gaming rooms. A TL AN T A F AZE / F a Z e Kaysan be c omes minority o wner in F a Z e Cla n ʼ s Call of Duty t eam: A tlan ta F a Z e. FAZE ARCADE / FaZe Clan released the Arcade Capsule to pay homage to the classic feel of being in an arcade playing games with friends, invoking nostalgia in FaZeʼs older audience. 4
Highlight s o f our se c ond quar t er and r e c ent w eeks Super Smash B r o s. / F a Z e S p a r g0 has had an inc r edible run bringing home f our championship titles, including winning Ka g aribi #10 on May 5th whe re he is the fi r s t non - Ja p anese pla y er t o win the t ournament and a t only 17 y e ar s old. S p a r g0 also b rought home B a t tle of BC 5 on May 21 s t , Smash Revolution on May 27th and Smash Factor X on July 30th. L A G A L A XY / T o further deepen the r o o t s of F a Z e Cla n ʼ s p r esen c e in L os An g eles, we partne r ed up with the LA Galaxy and released a merchandise collection to bridge the gap between gaming and so c c er in L A. ATLANTA FAZE: Atlanta FaZe Team, ctd.: Zach ʻDrazahʼ Jo r dan signs t o F a Z e Cla n ʼ s Call of Duty t e am. TEKKEN / F a Z e Clan signed T ek k en pla y e r s HK J r ., f r om German y , and Joe y F u r y , f r om the U SA, as the o r g ani z a tio n ʼ s fi r s t f o ray in t o ha r d - c o r e fighting g ame espor t s. 5
FORTNITE / FaZe Clan signed Fortnite veteran and si x - time F ortni t e Champion Series winner Shane "EpikWhale" C o t t on. HALO / FaZe Clanʼs Halo team made history with their fi r s t - e v er championship win during H C S Dreamhack Dallas, followed by taking home HCS Arling t on Major on July 2 f or b ac k - t o - b ack wins. Highlight s o f our se c ond quar t er and r e c ent w eeks RAINBOW SIX / F a Z e Cla n ʼ s R ainb o w Six t e am w on B r azil L e ague 2023 - S t a g e 1. F O R TNITE / F a Z e w on F ortni t e Champion Series 2023 Major 2 B r azil. 6
Audiences flocked to global Esports events last quarter, reflecting the growing demand for gaming live events and the growth in the gaming audience at large. We saw improved esports revenue in the quarter, reflecting eight championship wins b y our t e am r o s t e r , e x t ending our un p a r alleled performance track record in competitive gaming. Beyond Esports, we brought some new events to gamers leveraging FaZe talent. And later in August, FaZe Swagg will be hosting the FaZe Swagg x LAN Tournament, a great example of our initiative to create immersive esports experiences for our fans and gamers. The success of these initiatives validates our belief that there is pent - up demand for live gaming experiences after the pandemic. As we look to capitalize on this trend, weʼre operating with increased efficiency in managing sponsorship costs and aligning our roster of teams with the best titles and opportunities. Most notably, FaZe ZooMaa created and hosted ʻCreator Warsʼ which combined a competitive tournament offering with a charity c omponent . E xperiencing F a Z e IRL 7
El e v a ting T alent : N e w F a c es, N e w F r ontier s T alent r emains the bed r ock o f our o r g ani z a tion; our c r e a t o r s ʼ skills and personas play a critical role in defining FaZe for new g ene r a tions o f f ans while w e, a t the same time, look t o build their individual brands and careers. the y e a r . The U FC r ene w ed their partner ship with NickMercs and brought him back to host the second annual MF A M Gauntl e t a t U FC X with Call of Duty esports legend, Scump. Recently, he announced his biggest Apex tournament yet: The Gauntlet League, a th r e e - w eek solo - queue invi t a tional l e ague th a t will feature the best players in North America from Aug. 7 t o 28 f or a $50,000 t ot al pri z e pool. 5. Meanwhile, FaZe Nate Hillʼs streaming poker t ournamen t s, l e ading t o c omp e ting in the World Series of P o ker a re ju s t one e x ample of h o w we sit a t the in t e rse c tion of Gen Z and in t e r a c ti v e g aming experiences. 6. Lastly, we want to congratulate FaZe Kaysan on his new r ole as a minority o wner of A TL F a Z e. This mile s tone moment f or Kaysan sh o ws h o w t alent ele v a tion and the F a Z e vision align closely and signals the significant influence our talent has in shaping g aming cultu r e. 1. 8 F a Z e S w agg is a finali s t in the World Series of W ar z one L AN t ournament in L ondon on Se p tember 16th, c omp e ting f or $1.2M in pri z e winnings. 2. F a Z e R onaldo r e c ently launched a se c onda r y Y o u T ube Series - The S t able whe re he will be upl o ading ne w , original c on t ent a r ound re viewing c elebrity luxu r y c ar s. 3. FaZe Deestroying recently launched a new clothing brand, Halted and has continued his partner ship with the NFL b y bringing his i c onic '1ON1' series in tern a tional, s e t t o t a ke pla c e l ater this y e a r . Dee has been nomin a ted f or a S t r e amy Award for the third consecutive year in a row in the Spor t s C a t e g o r y , winner s t o be announ c ed on A ugu s t 27th. 4. FaZe NickMercs dropped a new collection of branded apparel featuring one of his iconic phrases “Earned N o t Gi v e n ” and c onsi s t s of a v ari e ty of t - shirts, hoodies and athletic wear. This latest collection marks Nickʼs third merchandise release of 2023, following the release of his Peace & Love collection and Patriot collection earlier in As part of our ongoing strategy, we continue to enrich our roster, adding new talent and rekindling the fire in our existing base. A few recent examples of how key talent are driving new initiatives and engagement with fans include: FaZe is continuing to actively recruit exciting new talent into the fold and has some developments on tap soon.
While g r owth in n e w sponso r ship opportunities has slowed following our landmark kick - offs with Nike and Porsche in early 2023, we continue to nurture a variety of significant partnerships and leverage our talent base acr o ss our b rand port f oli o . Br and Sponso r shi p s: Deli v ering f or Our P artne r s For example, FaZe Clan teamed up with Xfinity to seek out some of the biggest names in music, entertainment and sports to provide custom transformations to their gaming “rigs” in a brand new web series, Rig Raiders . Each episode was hosted by FaZe Clanʼs Nuke Squad, featuring Grammy - nominated and multi - platinum recording artist, Don Toliver , Portland Trail Blazers star, Anfernee Simons and Christina ʻ MS.BASKETBALL ʼ Granville. The series also found ways back to local communities by making monetary donations that support the next generation of gamers and creatives. Looking to future opportunities, FaZe had a strong presence at this yearʼs Cannes Lions festival in June, where we were able to introduce our brand sponsorship and gaming opportunities to a large group of CMOs, generating strong interest in the brand marketing community. We also remain committed to serving and renewing our existing partners. In addition to the initiatives with Xfinity and Totinoʼs mentioned above, we are also developing new and exciting product expansions with our energy partner GHO S T . S t ay tuned f or mo r e announ c ement s f r om our b r and partne r s. 9
Financial and Ope r a ting R esult s f or Q2F Y23 Our Q 2 results show progress on the cost front but against a comparatively weaker revenue environment . Therefore, we a r e c ontinuing t o f ocus on further e fficiency opportunities . As we look ahead, our focus is steadfast: manage our expenses e fficientl y , o p timi z e our r e v enue s t r e ams, and s t e adily m o v e towards sustainable profitability. Revenue for the second quarter was $11.7 million, down from $18.8 million in the prior year, as growth in esports and content revenue was offset by deceleration in brand sponsorship revenue. Gross profit was $1.9 million for the quarter, reflecting the lower cost of revenue leverage amid the decline in higher - margin sponsorship revenue. Cost of revenue related to content creation and consumer products declined. Beginning in the fall of 2022, FaZe began executing significant cost reductions across its business to support sustainable operations in the currently challenging market environment. While we have significantly improved our underlying cost structure, several items in the second quarter contributed to higher operating expenses year - over - year, including costs related to salaries and severance with respect to restructuring efforts and the timing of stock - based compensation costs associated with the vesting of option grants. As a result, our GAAP operating loss for the quarter increased to $14.4 million. On an Adjusted EBITDA basis excluding stock - based compensation and other one - time costs, we narrowed our loss to $6.7 million compared to a loss of $10 million in the first quarter, demonstrating the impact of cost reductions. We ended the quarter with $21.2 million in cash and equivalents, representing a materially lower cash burn than recent quarters as our efficiency efforts take hold. 10
Outlook 11 Heading into the second half of the year, we remain focused on three key areas from a revenue perspective: managing and adding to brand sponsorships, continuing to drive esports revenue in a recovering market, and enriching our talent roster. Beneath these priorities is our ongoing focus on costs and addressing our capital structure to maximize our long - term opportunity. We extend our thanks to our shareholders, our team, and our community. Your ongoing support plays a vital role in shaping FaZeʼs trajectory.
F o r w a rd L ooking S t a t emen t s 12 The information in this communication includes “forward - looking statements” pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this communication, including statements regarding the Companyʼs strategy, future operations, financial performance and capital structure, estimated financial position, estimated revenue and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management, are forward - looking statements. These forward - looking statements generally are identified by the words “budget,” “could,” “forecast,” “future,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seem,” “seek,” “strive,” “would,” “should,” “may,” “believe,” “intend,” “expect,” “will,” “continue,” “increase,” and/or similar expressions that concern strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward - looking. Such statements are based on managementʼs belief or interpretation of information currently available. These forward - looking statements are based on various assumptions, whether or not identified herein, and on the current expectations of management and are not predictions of actual performance. Because forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, whether or not identified in this communication, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many factors could cause actual results and conditions (financial or otherwise) to differ materially from those indicated in the forward - looking statements, including but not limited to: the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; litigation and regulatory proceedings relating to our business, including the ability to adequately protect our intellectual property rights; our limited operating history and uncertain future prospects and rate of growth due to our limited operating history; our ability to continue to monetize our platform; our ability to grow market share in our existing markets or any new markets we may enter; our ability to maintain and grow the strength of our brand reputation; our ability to manage our growth effectively; our ability to retain existing and attract new Esports professionals, content creators and influencers; our success in retaining or recruiting, or changes required in, our officers, directors and other key employees or independent contractors; our ability to maintain and strengthen our community of brand partners, engaged consumers, content creators, influencers and Esports professionals, and the success of our strategic relationships with these and other third parties; risks related to data security and privacy, including the risk of cyber - attacks or other security incidents; our ability to secure future financing, if needed, and our ability to repay any future indebtedness when due; the impact of the regulatory environment in our industry and complexities with compliance related to such environment, including our ability to comply with complex regulatory requirements; our ability to maintain an effective system of internal controls over financial reporting; our ability to respond to general economic conditions, including market interest rates; and other risks identified in Item 1A, “Risk Factors” in our Annual Report on Form 10 - K for the year ended December 31, 2022 and our other filings with the SEC. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Forward - looking statements speak only as of the date they are made. While FaZe may elect to update these forward - looking statements at some point in the future, FaZe specifically disclaims any obligation to do so. These forward - looking statements should not be relied upon as representing FaZeʼs assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the f o r w a r d - looking s t a t emen t s.
U se o f Non - G AAP Financial M e asu r es 13 Adjusted EBITDA, a non - GAAP measure, is a performance measure that the Company uses to supplement its results presented in accordance with U.S. GAAP. Adjusted EBITDA is defined as net loss before share - based compensation expense, foreign currency gains and losses, interest expense, impairment of content assets, depreciation and amortization, change in fair value of warrant liabilities, and loss on debt extinguishment. Adjusted EBITDA is used by the FaZe board and management as a key factor in determining the quality of our earnings (loss). Adjusted EBITDA is a performance measure that the Company believes is useful to investors and analysts because it helps illustrate the underlying financial and business trends relating to the Companyʼs core, recurring results of operations and also enhances comparability between periods. Adjusted EBITDA is not a recognized measure under U.S. GAAP and is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing the Companyʼs non - GAAP measure to any similarly titled measure used by other companies. This non - GAAP measure excludes certain items required by U.S. GAAP and should not be considered as an alternative to information reported in accordance with U.S. GAAP. The table below presents the Companyʼs adjusted EBITDA, reconciled to its net loss for the periods indicated. Q2 2023 (Unaudited) Q2 2022 (Unaudited) Q1 2023 (Unaudited) Q1 2022 (Unaudited) N e t l o ss $(28,39 6) $(18,864) $(14,040) $(9,542) Adju s t ed f o r : Share - based compensation expense 8,637 2,659 2,673 1,150 Restructuring severance/recruiting/retention expense 1,474 662 318 161 Foreign exchange loss 1 — 1 — Interest (income) expense (360) 4,032 (162) 1,851 Impairment of content assets — — — — Dep r eci a tion and amorti z a tion of p r operty and equipment 993 1,493 464 122 Amortization of intangible asset 265 243 203 114 Change in fair value of warrant liabilities (13) — (13) — Loss on debt extinguishment — — — — Other, net 721 16 594 11 Adju st ed EBIT D A $(16,67 7) $(9,759) $(9,962) $(6,133) Unaudited Reconciliation of Net Income to Adjusted EBITDA $ in thousands 3 Months Ended June 30, 2023 3 Months Ended June 30, 2022 $(14,356) $(9,322) 5,964 1,509 1,156 501 — — (196) 2,181 — — 529 1,371 62 129 — — — — 127 5 $(6,715) $(3,626)
Assets C ur r ent A ss et s: Cash A cc oun t s R e c ei v able, n e t Cont r a c t ass et s P r e p aid e xpenses and o ther ass et s T o t al C ur r ent A ss et s R e s tri c t ed Cash Property, equipment and leasehold improvements, net Ope r a ting l e ase righ t - o f - use ass et s In t angible ass et s, n e t Other long - t erm ass et s TO T AL A S SE T S LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERSʼ EQUITY LIABILITIES: C ur r ent Liabilities: A cc oun t s p a y able and a c crued e xpenses Cont r a c t liabilities Ope r a ting l e ase liabilities, cur r ent T o t al C ur r ent Liabilities W ar r ant liabilities Ope r a ting l e ase liabilities, non - cur r ent T o t al Liabilities C OMMITMEN T S AND C ONTINGENCIES (N ot e 9) ME Z Z ANINE EQUI T Y : Series A preferred stock, $0.00001 par value, 3,545,529 shares authorized at June 30, 2023 and 2022, respectively, zero share shares issued and outstanding at June 30, 2023 and 2022. S T OCKHOLDE R S ʼ EQUI T Y : Preferred stock, $0.0001 par value; 1,000,000 shares of the Companyʼs preferred stock authorized at June 30, 2023; zero share of the Companyʼs preferred stock issued and outstanding at June 30, 2023 and December 31, 2022 Common stock, $0.0001 par value at June 30, 2023 and December 31, 2022, respectively; 500,000,000 and 500,000,000 shares of common stock authorized at June 30, 2023 and December 31, 2022, respectively; 75,688,236 and 71,511,887 shares of common stock issued and outstanding at June 30, 2023 and December 31, 2022, respectively Additional p aid - in c api t al A c cumul at ed deficit T o t al S t ockholde r s ʼ E quity TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERSʼ EQUITY $21,225 $37,207 2,854 8,525 9,156 6,233 3,665 6,768 36,900 58,723 600 600 2,999 3,821 1,942 2,693 547 848 700 553 $43,688 $67,238 $11,864 $14,397 1,948 3,494 1,488 1,488 15,300 19,379 11 24 348 1,084 15,659 20,487 — — — — 8 7 337,359 327,686 (309,338) (280,942) 28,029 46,751 $43,688 $67,238 The accompanying notes are an integral part of these financial statements 14 Jun 30, 2023 Dec 31, 2022 F a Z e Holdings Inc. C ONDENSED C ONSOLI D A TED BA L ANCE SHEE T S (In thousands, e x c e p t shar es, unaudi t ed)
Revenues $11,689 $18,805 $24,239 $34,609 Co s t of r e v enues 9,839 12,877 21,920 25,088 G r oss p r ofit 1,850 5,928 2,319 9,521 Ope r a ting e xpenses: Gene r al and admini s t r a ti v e 16,135 11,058 30,012 21,186 Sales and mar k e ting 142 933 355 2,078 Im p airment of c on t ent ass e t — 1,073 — 1,073 L oss f r om ope r a tions (14,827) (7,136) (28,048) (14,816) Other e xpense In t e r e s t (in c ome) e xpense, n e t (198) 2,181 (360) 4,032 Change in fair value of warrant liabilities — — (13) — Othe r , n e t 127 5 721 16 T o t al o ther e xpense: (71) 2,186 348 4,048 N e t loss $(14,356) $(9,322) $(28,396) $(18,864) N e t loss per c ommon sha r e - b asic and dilu t ed $(0.22) $(0.45) $(0.43) $(0.91) Weigh t ed - a v e r a g e number of c ommon sha r es ou t st anding - b asic and dilu t ed 66,595,746 20,830,314 65,340,688 20,735,694 2023 2022 F a Z e Holdings Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except shares and per - share information, unaudited) Six months ended, June 30 Th r ee months ended, June 30 2023 2022 The accompanying notes are an integral part of these financial statements 15
Balan c e a t De c ember 31, 2021 18,841,538 $2 $5,477 (112,408) (106,929) S t ock b ased c ompens a tion — — 1,150 — 1,150 Issuan c e of c ommon s t ock upon v e s ting of r e s tri c t ed s t ock a w a r ds 4,084 — — — — E x e r cise of s t ock o p tion 74,768 — 64 — 64 N e t L oss — — — (9,542) (9,542) Balan c e a t Ma r ch 31, 2022 18,920,390 $2 $6,691 (121,950) (115,257) S t ock b ased c ompens a tion e xpense — — 1,509 — 1,509 Issuan c e of c ommon s t ock in c onne c tion with liti ga tion s e t tlement 13,021 — 294 — 294 Issuan c e of c ommon s t ock upon v e s ting of r e s tri c t ed s t ock a w a r ds 16,108 — — — — E x e r cise of s t ock o p tion 43,104 — 36 — 36 N e t loss — — — (9,322) (9,322) Balan c e a t June 30, 2022 18,992,623 $2 $8,530 $(131,272) $(122,740) Balan c e a t De c ember 31, 2022 71,511,887 $7 $327,686 $(280,942) $46,751 S t ock b ased c ompens a tion e xpense — — 2,673 — 2,673 Issuan c e of c ommon s t ock upon v e s ting of r e s tri c t ed s t ock a w a r ds 483,251 — — — — E x e r cise of s t ock o p tion 2,050,920 — 783 — 783 N e t loss — — — (14,040) (14,040) Balan c e a t Ma r ch 31, 2023 74,046,058 $7 $331,142 $(294,982) $36,167 S t ock b ased c ompens a tion e xpense — 1 5,964 — 5,965 Issuan c e of c ommon s t ock in c onne c tion with SE P A ag r eement 487,995 — 253 — 253 Issuan c e of c ommon s t ock upon v e s ting of r e s tri c t ed s t ock a w a r ds 574,501 — — — — Issuan c e of c ommon s t ock upon v e s ting of r e s tri c t ed s t ock uni t s 479,755 — — — — E x e r cise of s t ock o p tion 99,927 — — — — N e t loss — — — (14,356) (14,356) Balan c e a t June 30, 2023 75,688,236 $8 $337,359 $(309,338) $28.029 F a Z e Holdings Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERSʼ EQUITY (In thousands, except shares and per - share information, unaudited) Common S t ock Sha r es Amount The accompanying notes are an integral part of these financial statements 16 Additional Paid - In Accumulated Capital Deficit T o t al
CASH FLOWS FROM OPERATING ACTIVITIES N e t l o ss Adjustments to reconcile net loss to net cash used in operating activities P r o vision f or dou b tful a cc oun t s Additions t o c on t ent ass e t Dep r eci a tion & amorti z a tion e xpense Amortization of operating lease right of use assets Con t ent ass e t im p airmen t s S t oc k - b ased c ompens a tion e xpense Change in fair value of warrant liabilities Non - c ash in t e r e s t e xpense Other Chan g e in ope r a ting ass et s and liabilities: A cc oun t s r e c ei v able Inventory P r e p aid e xpenses and o ther ass et s Other long - t erm ass et s Cont r a c t ass et s A cc oun t s p a y able and a c crued e xpenses Cont r a c t liabilities Other cur r ent liabilities Ope r a ting l e ase liabilities Other long - t erm liabilities NET CASH U SED IN OPE R A TING A C TIVITIES CASH F L OW S FROM INVE S TING A C TIVITIES Pu r chase of p r opert y , plant and equipment Pu r chase of in t angible ass et s NET CASH U SED IN INVE S TING A C TIVITIES CASH F L OW S FROM FINANCING A C TIVITIES P r o c eeds f r om issuan c e of l o ans p a y able Issuance of common stock in connection with exercise of stock options $(28,396) $(18,864) 1,16 9 (36) — (599) 1,25 9 663 751 — — 1,073 8,63 8 2,659 (13) — — 4,032 — (37) 4,50 2 (3,833) — 6 3,10 4 227 106 — (2,933) 1,314 (2,534) (7,171) (1,545) (5,132) — (7) (737) — — 27 (16,629) (25,678) (104) (3,472) (32) (356) (136) (3,82 8) — 20,000 783 100 2023 2022 F a Z e Holdings Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudi t ed) Six months ended, June 30, T ABLE C ONTINUED ON NE X T P A GE 17
Payment of deferred transaction costs — (1,718) NET CASH PR O VIDED B Y FINANCING A C TIVITIES 738 18,382 NET CHANGE IN CASH AND RE S TRI C TED CASH (15,982) (11,124) Cash and r e s tri c t ed c ash a t b e ginning of period 37,807 17,618 CASH AND RE S TRI C TED CASH A T END OF PERIODS $21,825 $6,494 RE C ONCILI A TION T O C ONSOLI D A TED BALANCE SHEE T S Cash $21,255 $5,894 R e s tri c t ed Cash 600 600 Cash and r e s tri c t ed c ash $21,825 $6,494 SUPPLEMEN T AL DISC L OSURE F OR OPE R A TING A C TIVITIES: Cash p aid f or in t e r e s t $ — $ — SUPPLEMENTAL DISCLOSURE FOR NON - CASH INVESTING AND FINANCING A C TIVITIES: Capitalization of deferred transaction costs included in accounts payable $ — $5,058 Pu r chase of p r opert y , plant and equipment in a c crued e xpenses — $9 Issuance of common stock in connection with SEPA agreement $254 $ — 2023 2022 F a Z e Holdings Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudi t ed) Th r ee months ended, June 30, 18 ( T ABLE C ONTINUED FROM PREVIO U S P A GE) The accompanying notes are an integral part of these financial statements