Schwazze Closes Acquisition Of Emerald Fields

Research, News, and Market Data on Schwazze

 

Schwazze Continues Colorado Expansion Strategy with
Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO

DENVER, CO – February 10, 2022 – Schwazze, (OTCQX:SHWZ) (“Schwazze” or the “Company”), announced today that it has closed the transaction to acquire MCG, LLC (“Emerald Fields”). Emerald Fields is the owner and operator of two retail cannabis dispensaries, located in Manitou Springs and Glendale, Colorado. This successful acquisition is part of the Company’s ongoing retail expansion plan in Colorado and New Mexico, bringing the total number of dispensaries the Company operates to 32.

Total consideration for the acquisition is $29 million and will be paid as 60% cash and 40% Schwazze common stock upon closing. This is an estimated 3.8 multiple on 2021 Adjusted EBITDA^(1).

“Our team is delighted to add the Emerald Fields Cannaboutiques to our growing portfolio of dispensaries and are eager to welcome the team to Schwazze. Manitou Springs and Glendale are attractive locations and valuable assets to our overall growth plan as we continue to build out Colorado. Our team is excited to add another store brand to our house of brands.” said Justin Dye, Schwazze’s CEO.

About Schwazze

Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale. The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition. Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector. Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices. Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, (x) the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and (x) out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

⁽¹⁾ Adjusted EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items, other non-cash items, including stock-based compensation expense, depreciation, and amortization, and further adjusted to remove acquisition related costs, and other one-time expenses, such as severance. The Company uses adjusted EBITDA as it believes it better explains the results of its core business. The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it cannot provide guidance for the various reconciling items. The Company is unable to provide guidance for these reconciling items because it cannot determine their probable significance, as certain items are outside of its control and cannot be reasonably predicted. Accordingly, a reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.

Investors
Joane Jobin
Investor Relations
Joanne.jobin@schwazze.com
647-964-0292

Media
Julie Suntrup, Schwazze
Vice President | Marketing & Merchandising
julie.suntrup@schwazze.com
303-371-0387

Schwazze Closes Acquisition Of Emerald Fields

Research, News, and Market Data on Schwazze

 

Schwazze Continues Colorado Expansion Strategy with
Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale, CO

DENVER, CO – February 10, 2022 – Schwazze, (OTCQX:SHWZ) (“Schwazze” or the “Company”), announced today that it has closed the transaction to acquire MCG, LLC (“Emerald Fields”). Emerald Fields is the owner and operator of two retail cannabis dispensaries, located in Manitou Springs and Glendale, Colorado. This successful acquisition is part of the Company’s ongoing retail expansion plan in Colorado and New Mexico, bringing the total number of dispensaries the Company operates to 32.

Total consideration for the acquisition is $29 million and will be paid as 60% cash and 40% Schwazze common stock upon closing. This is an estimated 3.8 multiple on 2021 Adjusted EBITDA^(1).

“Our team is delighted to add the Emerald Fields Cannaboutiques to our growing portfolio of dispensaries and are eager to welcome the team to Schwazze. Manitou Springs and Glendale are attractive locations and valuable assets to our overall growth plan as we continue to build out Colorado. Our team is excited to add another store brand to our house of brands.” said Justin Dye, Schwazze’s CEO.

About Schwazze

Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale. The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition. Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector. Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices. Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, (x) the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and (x) out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

⁽¹⁾ Adjusted EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items, other non-cash items, including stock-based compensation expense, depreciation, and amortization, and further adjusted to remove acquisition related costs, and other one-time expenses, such as severance. The Company uses adjusted EBITDA as it believes it better explains the results of its core business. The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it cannot provide guidance for the various reconciling items. The Company is unable to provide guidance for these reconciling items because it cannot determine their probable significance, as certain items are outside of its control and cannot be reasonably predicted. Accordingly, a reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.

Investors
Joane Jobin
Investor Relations
Joanne.jobin@schwazze.com
647-964-0292

Media
Julie Suntrup, Schwazze
Vice President | Marketing & Merchandising
julie.suntrup@schwazze.com
303-371-0387

Bowlero Corp. Announces Strong Financial Results For The Second Quarter Of Fiscal Year 2022

Research, News, and Market Data on Bowlero

 

• Significant growth in Revenue, totaling over $200 million, grew 177.3% year over year and 11% relative to pre-pandemic performance; 1.6% on a same-store basis vs. pre-pandemic levels.
  
  
• Net Loss for the Quarter of $34.5 million was driven primarily by expenses related to the successful de-SPAC transaction, which include $29.1 million in transactional expenses and $42.2 million in share based compensation, partially offset by $22.5 million in income related to the change in the fair value of earnouts and warrants. Net Income for the quarter, adjusted for these items was $14.4 million vs. a net loss of $49.1 million in the prior year. ¹
  
  
• Adjusted EBITDA grew to $66.8 million, up 26.2% relative to pre-pandemic performance and $70.5 million vs. prior fiscal year. ¹
  
  
• Trailing fifty-two week Net Loss was $55.4 million. Trailing fifty-two week Adjusted EBITDA of $195.3 million exceeded pre-pandemic levels by 12.3%. ¹

RICHMOND, Va., Feb. 09, 2022 (GLOBE NEWSWIRE) — Bowlero Corp. (NYSE: BOWL) (“Bowlero” or the “Company”), the world’s largest owner and operator of bowling centers, today provided financial results for the 2022 fiscal year second quarter, which ended on December 26, 2021. Bowlero announced that it grew revenue in the quarter to over $200 million, driven by strong growth in walk in retail revenue. Total revenue grew by 11% compared to pre-pandemic levels and by 177.3% on a year-over-year basis. Same-store sales rose by 1.6% relative to pre-pandemic levels.

“As we enter the new calendar year, we are excited to see our bowling centers filled with guests and we look forward to continuing to provide the best-in-class bowling experience that they have to come to expect from Bowlero”, said Tom Shannon, Founder and Chief Executive Officer.

Second Quarter Financial Summary

• Significant growth in Revenue, totaling over $200 million, up 11% relative to pre-pandemic performance and 177.3% on a year-over-year basis; 1.6% on a same-store basis vs. pre-pandemic levels despite headwinds of Omicron, and Halloween and Christmas falling on weekends.
• Net Loss for the Quarter of $34.5 million was driven primarily by expenses related to the successful de-SPAC transaction, which include $29.1 million in transactional expenses and $42.2 million in share based compensation, partially offset by $22.5 million in income related to the change in the fair value of earnouts and warrants. Net Income for the quarter, adjusted for these items was $14.4 million vs. a net loss of $49.1 million in the prior year.¹
• Adjusted EBITDA grew to $66.8 million, up 26.2% relative to pre-pandemic performance and $70.5 million vs. prior fiscal year.¹
• Trailing fifty-two week Net Loss was $55.4 million. Trailing fifty-two week Adjusted EBITDA of $195.3 million exceeded pre-pandemic levels by 12.3%.¹
• Cash generated from Operations was $27.7 million.

Bowlero Corp. also grew its bowling center portfolio during the quarter by adding five new bowling centers in the United States – consisting of three acquisitions of centers in Spring Hill, FL, Port St. Lucie, FL, and Vacaville, CA, along with the opening of two newly constructed centers in Oxnard, CA and Tysons Corner, VA.

“We are continuing to see significant growth, both organically, through same-store improvements, and inorganically, through unit additions,” said Brett Parker, President and CFO of Bowlero Corp. “The revenue growth in the second quarter came despite the recent COVID wave disrupting what is typically a corporate event-heavy quarter. Additionally, both Halloween and Christmas being celebrated on Saturdays negatively impacted our revenue in the quarter. Nevertheless, we still had one of our highest grossing quarters of all time, produced powerful growth in Revenue and Adjusted EBITDA, and generated nearly $28 million in cash from operations.”

Total Bowling Center Revenue ² Performance Trend

Chart for Bowlero Corporation Revenue Performance Summary vs. Pre-COVID Performance:
https://www.globenewswire.com/NewsRoom/AttachmentNg/6c174dbe-cd68-4a36-bc8f-d4dfcb649562

Investor Webcast Information
Listeners may access an investor webcast hosted by Bowlero. The webcast and results presentation will be accessible today at 5:30 PM ET in the Events & Presentations section of the Bowlero Investor Relations website at https://ir.bowlerocorp.com/overview/default.aspx

About Bowlero Corp.
Bowlero Corp. is the worldwide leader in bowling entertainment. With more than 300 bowling centers across North America, Bowlero Corp. serves more than 26 million guests each year through a family of brands that includes Bowlero, Bowlmor Lanes, and AMF. Bowlero Corp. is also home to the Professional Bowlers Association, which it acquired in 2019 and which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp., please visit BowleroCorp.com.

Forward Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology and include preliminary results. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: the impact of COVID-19 or other adverse public health developments on our business; our ability to grow and manage growth profitably, maintain relationships with customers, compete within our industry and retain our key employees; changes in consumer preferences and buying patterns; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; the risk that the market for our entertainment offerings may not develop on the timeframe or in the manner that we currently anticipate; general economic conditions and uncertainties affecting markets in which we operate and economic volatility that could adversely impact our business, including the COVID-19 pandemic and other factors described under the section titled “Risk Factors” in the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, as well as other filings that the Company will make, or has made, with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

GAAP Financial Statements

 

 

GAAP to non-GAAP Reconciliations

¹ The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID-19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period.

² The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated.

³ The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre-opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run-off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking.

⁴ The adjustment for extraordinary unusual non-recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non-recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order.

Chart for Trailing Fifty-Two Week Net Loss & Adjusted EBITDA is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/d77b5c05-9244-4376-b674-a51da0db1868

 

¹ The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID-19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period.

² The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated.

³ The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre-opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run-off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking.

⁴ The adjustment for extraordinary unusual non-recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non-recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order.

 

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined under Generally Accepted Accounting Principles (“GAAP”), we disclose net income, normalized for extraordinary and non-recurring items related to the de-SPAC transaction, Adjusted EBITDA and trailing fifty-two week Adjusted EBITDA as “non-GAAP measures” which management believes provide useful information to investors because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, net cash provided (used) by operating activities or any other operating performance or liquidity measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.

Net income normalized for extraordinary and non-recurring items related to the de-SPAC transaction represents Net income (loss) before share-based compensation issued in connection with the Company’s de-SPAC transaction and transaction and other advisory costs related to the de-SPAC transaction. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) represents Net income (loss) before Interest, Income Taxes, Depreciation and Amortization, Share-based Compensation, EBITDA from Closed Centers, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Charges attributed to new initiatives, Extraordinary unusual non-recurring gains or losses and Changes in the value of earnouts and warrants. Trailing fifty-two week Adjusted EBITDA represents Adjusted EBITDA over the most recent fifty-two week period.

The Company considers net income normalized for extraordinary and non-recurring items related to the de-SPAC transaction as an important financial measure because it provides an indicator of performance that is not affected by fluctuations in certain costs or other items. However, this measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that it does not reflect every cash expenditure and is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

The Company considers Adjusted EBITDA as an important financial measure because it provides a financial measure of the quality of the Company’s earnings. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure. Adjusted EBITDA is used by management in addition to and in conjunction with the results presented in accordance with GAAP. Additionally, we believe trailing fifty-two week Adjusted EBITDA provides the current run-rate for trending purposes, rather than annualizing the respective quarters, as the Company’s business is seasonal, with the second and third fiscal quarters being higher than the first and last quarters.

We have presented Adjusted EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as Interest, Income Taxes, Depreciation and Amortization, Share-based Compensation, EBITDA from Closed Centers, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Charges attributed to new initiatives, Extraordinary unusual non-recurring gains or losses and Changes in the value of earnouts and warrants.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA and trailing fifty-two week Adjusted EBITDA:

• do not reflect every expenditure, future requirements for capital expenditures or contractual commitments;
• do not reflect changes in our working capital needs;
• do not reflect the interest expense, or the amounts necessary to service interest or principal payments, on our outstanding debt;
• do not reflect income tax (benefit) expense, and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;
• do not reflect non-cash equity compensation, which will remain a key element of our overall equity based compensation package; and
• do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

Contacts:

For Media:
Jillian Laufer
JLaufer@BowleroCorp.com

For Investors:
ICR, Inc.
Ryan Lawrence
Ryan.Lawrence@icrinc.com

Ashley DeSimone
Ashley.desimone@icrinc.com

¹ “GAAP” stands for Generally Accepted Accounting Principles in the U.S. Please see the sections of this document titled “GAAP Financial Statements” and “GAAP to non-GAAP Reconciliations” for more information on the Company’s GAAP and non-GAAP measures. Certain figures in the tables throughout this document may not foot due to rounding.
² Total Bowling Center Revenue excludes closed bowling center activity and media revenue, which is also a component of our bowling operations. For weeks between 9/5/21 and 12/26/21, the percentages above are calculated by comparing each week to the comparable week in 2019. For weeks after 12/26/21, the percentages above are calculated by comparing each week to the comparable week in 2020. Data for all weeks following the close of the quarter ended on 12/26/21 are preliminary.

Source: Bowlero Corp

Thursday, February 10, 2022

RCI Hospitality (RICK)
Solid 1Q22 Sets the Table for Fiscal 2022

RCI Hospitality Holdings, Inc. through its subsidiaries owns and operates establishments that offer live adult entertainment, restaurant, and/or bar operations. The company also owns and operates a communication company serving the adult nightclubs industry. RCI’s operating business segments includes Nightclubs and Bombshells restaurants and bars. It operates nightclubs through the following brands: Rick’s Cabaret, Vivid Cabaret, Tootsie’s Cabaret, Club Onyx, and Jaguars Club. In the restaurants segment, the company is building a chain of Bombshells Restaurants and Sports Bars in Dallas, Austin, and Houston, Texas.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

1Q22 Results. Revenue came in at $61.8 million, net income at $10.6 million, or $1.12 per share, and adjusted EBITDA at $18 million. In the year ago quarter, RCI reported revenue of $38.4 million, net income of $9.6 million, or $1.07 per share, and adjusted EBITDA of $8.7 million. We had forecast revenue of $61.5 million, net income of $10.3 million, or $1.09 per share, and adjusted EBIDA of $18.3 million.


Nightclubs.  A combination of the acquired locations and ongoing improvement at existing clubs resulted in revenue of $46.8 million, up 85.7%. The new clubs contributed $6.3 million to the top-line. Ongoing rebound in high margin service revenue resulted in segment operating margin of 40.1%, up from 33.7% last year …

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Noble Capital Markets Senior Research Analyst Michael Kupinski sits down with Bowlero President & CFO Brett Parker for this exclusive interview. Research, News, and Advanced Market Data on BOWL View all C-Suite Interviews About Bowlero Corporation Bowlero Corp. is the worldwide leader in bowling entertainment, media, and events. With more than 300 bowling centers across North America, Bowlero Corp. serves more than 26 million guests each year through a family of brands that includes Bowlero, Bowlmor Lanes, and AMF. In 2019, Bowlero Corp. acquired the Professional Bowlers Association, the major league of bowling, which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp., please visit BowleroCorp.com.

Schwazze Adds President of New Mexico Division Appoints Key Leaders from Former R. Greenleaf Ownership Group

Research, News, and Market Data on Schwazze

 

DENVER, Feb. 9, 2022 /CNW/ – Super-regional, cannabis growth operator Schwazze, (OTCQX: SHWZ) (“Schwazze” or the “Company”) announces the appointment of three key leaders to support the company’s significant expansion in its New Mexico operations.

Steve Pear joins Schwazze as its New Mexico Division President. He comes from Vancouver-based Happy Gut Brands, Inc, where he recently served as CEO. Pear is a graduate of the University of Georgia, spending a significant portion of his career in the Southeast and Midwest working for Coca-Cola Enterprises before moving into national sales roles working for formidable beverage companies. At Coors and Miller-Coors, he served as Vice President, National Sales and later, moved onto Odwalla where he eventually became President, General Manager after working in both sales and operations. Following his time at Odwalla, Pear served as CEO for Cheribundi for over five years building a high-performance culture overseeing: sales, operations, marketing, supply chain, manufacturing, finance and human resources.

Two additional key leaders – Alex Falter-Hahn and Jacob White – have joined Schwazze’s New Mexico operating team, transitioning from R. Greenleaf and Associates, LLC (“RGA”). 

Falter-Hahn joins Schwazze as Vice President, Operational Excellence.  She is a proud New Mexican who has spent the last eight years working as the Chief Financial Officer of RGA.  She has overseen financial development, human resources, compliance, and operations.  Falter-Hahn is a graduate of the University of New Mexico’s Anderson School of Management and has spent her career working for various accounting firms, while focusing on local business development. 

White joins Schwazze as Vice President Cultivation and Product Development.  He has called New Mexico home for the last 12 years while working in the New Mexican medical cannabis industry. White started his career in cannabis in 2009 on the retail side where he opened Albuquerque’s first medical dispensary. In 2011, Jacob joined R. Greenleaf Organics focusing on cultivation, setting the standard for quality cannabis flower and obtaining the highest quarterly yields in the state.

“These three key additions to our New Mexico senior leadership team are critical to our expansion across Colorado borders.  Pear, Falter-Hahn and White bring cross functional leadership to our New Mexico operations, and we are fortunate to have them on our team,” said Nirup Krishnamurthy, Chief Operating Officer of Schwazze. “We are excited to be part of New Mexico’s transition to the cannabis recreational market and to leverage our deep experience in the Colorado market to bring the best variety of quality products with great service to our customers in New Mexico.“

“I’m extremely excited to be joining Schwazze and leading the division in New Mexico.  We have a solid foundation that we look to build upon in preparation for the adult use launch on April 1, 2022,” said Steve Pear, President of Schwazze’s New Mexico division.

R. Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location.  The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque.  The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022.  The New Mexico market is expected to grow approximately 300% in the next 5 years. ⁽¹⁾

About Schwazze
Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position.  Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.  The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition.  Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes.  The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.  Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices.  Medicine Man Technologies, Inc. was Schwazze’s former operating trade name.  The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, * the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and * out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

SOURCE Schwazze

Schwazze Adds President of New Mexico Division Appoints Key Leaders from Former R. Greenleaf Ownership Group

Research, News, and Market Data on Schwazze

 

DENVER, Feb. 9, 2022 /CNW/ – Super-regional, cannabis growth operator Schwazze, (OTCQX: SHWZ) (“Schwazze” or the “Company”) announces the appointment of three key leaders to support the company’s significant expansion in its New Mexico operations.

Steve Pear joins Schwazze as its New Mexico Division President. He comes from Vancouver-based Happy Gut Brands, Inc, where he recently served as CEO. Pear is a graduate of the University of Georgia, spending a significant portion of his career in the Southeast and Midwest working for Coca-Cola Enterprises before moving into national sales roles working for formidable beverage companies. At Coors and Miller-Coors, he served as Vice President, National Sales and later, moved onto Odwalla where he eventually became President, General Manager after working in both sales and operations. Following his time at Odwalla, Pear served as CEO for Cheribundi for over five years building a high-performance culture overseeing: sales, operations, marketing, supply chain, manufacturing, finance and human resources.

Two additional key leaders – Alex Falter-Hahn and Jacob White – have joined Schwazze’s New Mexico operating team, transitioning from R. Greenleaf and Associates, LLC (“RGA”). 

Falter-Hahn joins Schwazze as Vice President, Operational Excellence.  She is a proud New Mexican who has spent the last eight years working as the Chief Financial Officer of RGA.  She has overseen financial development, human resources, compliance, and operations.  Falter-Hahn is a graduate of the University of New Mexico’s Anderson School of Management and has spent her career working for various accounting firms, while focusing on local business development. 

White joins Schwazze as Vice President Cultivation and Product Development.  He has called New Mexico home for the last 12 years while working in the New Mexican medical cannabis industry. White started his career in cannabis in 2009 on the retail side where he opened Albuquerque’s first medical dispensary. In 2011, Jacob joined R. Greenleaf Organics focusing on cultivation, setting the standard for quality cannabis flower and obtaining the highest quarterly yields in the state.

“These three key additions to our New Mexico senior leadership team are critical to our expansion across Colorado borders.  Pear, Falter-Hahn and White bring cross functional leadership to our New Mexico operations, and we are fortunate to have them on our team,” said Nirup Krishnamurthy, Chief Operating Officer of Schwazze. “We are excited to be part of New Mexico’s transition to the cannabis recreational market and to leverage our deep experience in the Colorado market to bring the best variety of quality products with great service to our customers in New Mexico.“

“I’m extremely excited to be joining Schwazze and leading the division in New Mexico.  We have a solid foundation that we look to build upon in preparation for the adult use launch on April 1, 2022,” said Steve Pear, President of Schwazze’s New Mexico division.

R. Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location.  The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque.  The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022.  The New Mexico market is expected to grow approximately 300% in the next 5 years. ⁽¹⁾

About Schwazze
Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position.  Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.  The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition.  Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes.  The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.  Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices.  Medicine Man Technologies, Inc. was Schwazze’s former operating trade name.  The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, * the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and * out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

SOURCE Schwazze

Bowlero Corp. Announces $200 Million Share And Warrant Repurchase Program

Research, News, and Market Data on Bowlero

 

RICHMOND, Va., Feb. 07, 2022 (GLOBE NEWSWIRE) — Bowlero Corp. (NYSE: BOWL) (“Bowlero” or the “Company”), the world’s largest owner and operator of bowling centers, today announced that its board of directors has approved a repurchase program for up to $200 million of its outstanding shares of Class A common stock and warrants through February 3, 2024. Bowlero plans to repurchase its shares or warrants either in the open market or through privately negotiated transactions.

“The authorization to buy back up to $200 million of its shares of Class A common stock and warrants provides the Company with another mechanism to maximize long-term value for our shareholders,” said Tom Shannon, Bowlero Corp’s Chairman and CEO. “We remain confident in our strategy and believe that our current stock price represents a significant discount to the intrinsic value of the Company. We plan to continue to invest in the acquisition, building and converting of bowling centers, and the repurchase program announced today provides us with additional flexibility to create long-term value for investors. We remain committed to a disciplined capital allocation strategy, including investments in our strategic priorities and return of capital to our shareholders.”

Share and warrant repurchases and the timing thereof will depend upon market conditions, corporate liquidity requirements and priorities, debt agreement limitations and other factors as may be considered in the Company’s sole discretion. The share repurchase program does not obligate the Company to repurchase any particular amount of Class A common stock or warrants and may be suspended or discontinued at any time without notice.

About Bowlero Corp.
Bowlero Corp. is the worldwide leader in bowling entertainment. With more than 300 bowling centers across North America, Bowlero Corp. serves more than 26 million guests each year through a family of brands that includes Bowlero, Bowlmor Lanes, and AMF. Bowlero Corp. is also home to the Professional Bowlers Association, which it acquired in 2019 and which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp., please visit BowleroCorp.com.

Forward Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: the impact of COVID-19 or other adverse public health developments on our business; our ability to grow and manage growth profitably, maintain relationships with customers, compete within our industry and retain our key employees; changes in consumer preferences and buying patterns; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; the risk that the market for our entertainment offerings may not develop on the timeframe or in the manner that we currently anticipate; general economic conditions and uncertainties affecting markets in which we operate and economic volatility that could adversely impact our business, including the COVID-19 pandemic and other factors described under the section titled “Risk Factors” in the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, as well as other filings that the Company will make, or has made, with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Contacts:

For Media:
Jillian Laufer
JLaufer@BowleroCorp.com

For Investors:
ICR, Inc.
Ryan Lawrence
Ryan.Lawrence@icrinc.com

Ashley DeSimone
Ashley.desimone@icrinc.com 

Source: Bowlero Corp

Schwazze Closes New Mexico Acquisition

Research, News, and Market Data on Schwazze

 

Achieves Regional Operator Status with Acquisition of: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental Kitchen & Laboratories 

DENVER, Feb. 8, 2022 /CNW/ – Schwazze, (OTCQX: SHWZ) (“Schwazze” or the “Company”), one of the largest vertically integrated cannabis operators in Colorado, is pleased to announced that it has closed the transaction to acquire substantially all the operating assets of Reynold Greenleaf & Associates, LLC, and the equity of Elemental Kitchen & Laboratories, LLC. As part of the transaction, the Company will also have a right to purchase or acquire cannabis licenses held by Medzen Services, Inc., (“Medzen”) and R. Greenleaf Organics, Inc. (“RGO”), not-for-profit organizations that hold medical cannabis licenses in New Mexico (the assets and licenses described herein are referenced collectively as “Greenleaf”).

Total consideration for the acquisition was $42 million (subject to potential working capital adjustments) with a potential performance based earnout. The consideration consists of $25 million in cash paid at closing and $17 million in a 3-year seller note at 5% interest.

Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico.  Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque.  The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022.  The New Mexico market is expected to grow approximately 300% in the next 5 years. ⁽¹⁾

With this acquisition, Schwazze is now a multi-state operator (“MSO”) with a total of 32 announced and acquired dispensaries, seven cultivation facilities and two manufacturing operations located in either Colorado or New Mexico. (see Figure #1)

“With our regional expansion into New Mexico now complete, we have firmly graduated to the MSO category but with a differentiated regional focus which we and our stakeholders believe will be successful as we continue to position the Company for rapid expansion as the market opens for adult use consumption.  We welcome the Greenleaf team to Schwazze, particularly Willie Ford who joins us in an advisory capacity, and are excited about our future together,” stated Justin Dye, CEO & Chairman.

Willie Ford, Managing Director and Founder of Greenleaf added; “We are very excited to work with Schwazze given the depth of the team, their strong experience in retail and cannabis and their commitment to regional growth.  This will be critical for us as New Mexico makes the move into legalization of cannabis for recreational use in April of this year.“

About Schwazze
Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position.  Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.  The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition.  Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes.  The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.  Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices.  Medicine Man Technologies, Inc. was Schwazze’s former operating trade name.  The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, * the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and * out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

SOURCE Schwazze

Schwazze Closes New Mexico Acquisition

Research, News, and Market Data on Schwazze

 

Achieves Regional Operator Status with Acquisition of: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental Kitchen & Laboratories 

DENVER, Feb. 8, 2022 /CNW/ – Schwazze, (OTCQX: SHWZ) (“Schwazze” or the “Company”), one of the largest vertically integrated cannabis operators in Colorado, is pleased to announced that it has closed the transaction to acquire substantially all the operating assets of Reynold Greenleaf & Associates, LLC, and the equity of Elemental Kitchen & Laboratories, LLC. As part of the transaction, the Company will also have a right to purchase or acquire cannabis licenses held by Medzen Services, Inc., (“Medzen”) and R. Greenleaf Organics, Inc. (“RGO”), not-for-profit organizations that hold medical cannabis licenses in New Mexico (the assets and licenses described herein are referenced collectively as “Greenleaf”).

Total consideration for the acquisition was $42 million (subject to potential working capital adjustments) with a potential performance based earnout. The consideration consists of $25 million in cash paid at closing and $17 million in a 3-year seller note at 5% interest.

Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico.  Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque.  The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022.  The New Mexico market is expected to grow approximately 300% in the next 5 years. ⁽¹⁾

With this acquisition, Schwazze is now a multi-state operator (“MSO”) with a total of 32 announced and acquired dispensaries, seven cultivation facilities and two manufacturing operations located in either Colorado or New Mexico. (see Figure #1)

“With our regional expansion into New Mexico now complete, we have firmly graduated to the MSO category but with a differentiated regional focus which we and our stakeholders believe will be successful as we continue to position the Company for rapid expansion as the market opens for adult use consumption.  We welcome the Greenleaf team to Schwazze, particularly Willie Ford who joins us in an advisory capacity, and are excited about our future together,” stated Justin Dye, CEO & Chairman.

Willie Ford, Managing Director and Founder of Greenleaf added; “We are very excited to work with Schwazze given the depth of the team, their strong experience in retail and cannabis and their commitment to regional growth.  This will be critical for us as New Mexico makes the move into legalization of cannabis for recreational use in April of this year.“

About Schwazze
Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position.  Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.  The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition.  Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes.  The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.  Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices.  Medicine Man Technologies, Inc. was Schwazze’s former operating trade name.  The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, * the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and * out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

SOURCE Schwazze

Bowlero Corp. Announces $200 Million Share And Warrant Repurchase Program

Research, News, and Market Data on Bowlero

 

RICHMOND, Va., Feb. 07, 2022 (GLOBE NEWSWIRE) — Bowlero Corp. (NYSE: BOWL) (“Bowlero” or the “Company”), the world’s largest owner and operator of bowling centers, today announced that its board of directors has approved a repurchase program for up to $200 million of its outstanding shares of Class A common stock and warrants through February 3, 2024. Bowlero plans to repurchase its shares or warrants either in the open market or through privately negotiated transactions.

“The authorization to buy back up to $200 million of its shares of Class A common stock and warrants provides the Company with another mechanism to maximize long-term value for our shareholders,” said Tom Shannon, Bowlero Corp’s Chairman and CEO. “We remain confident in our strategy and believe that our current stock price represents a significant discount to the intrinsic value of the Company. We plan to continue to invest in the acquisition, building and converting of bowling centers, and the repurchase program announced today provides us with additional flexibility to create long-term value for investors. We remain committed to a disciplined capital allocation strategy, including investments in our strategic priorities and return of capital to our shareholders.”

Share and warrant repurchases and the timing thereof will depend upon market conditions, corporate liquidity requirements and priorities, debt agreement limitations and other factors as may be considered in the Company’s sole discretion. The share repurchase program does not obligate the Company to repurchase any particular amount of Class A common stock or warrants and may be suspended or discontinued at any time without notice.

About Bowlero Corp.
Bowlero Corp. is the worldwide leader in bowling entertainment. With more than 300 bowling centers across North America, Bowlero Corp. serves more than 26 million guests each year through a family of brands that includes Bowlero, Bowlmor Lanes, and AMF. Bowlero Corp. is also home to the Professional Bowlers Association, which it acquired in 2019 and which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp., please visit BowleroCorp.com.

Forward Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: the impact of COVID-19 or other adverse public health developments on our business; our ability to grow and manage growth profitably, maintain relationships with customers, compete within our industry and retain our key employees; changes in consumer preferences and buying patterns; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; the risk that the market for our entertainment offerings may not develop on the timeframe or in the manner that we currently anticipate; general economic conditions and uncertainties affecting markets in which we operate and economic volatility that could adversely impact our business, including the COVID-19 pandemic and other factors described under the section titled “Risk Factors” in the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, as well as other filings that the Company will make, or has made, with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Contacts:

For Media:
Jillian Laufer
JLaufer@BowleroCorp.com

For Investors:
ICR, Inc.
Ryan Lawrence
Ryan.Lawrence@icrinc.com

Ashley DeSimone
Ashley.desimone@icrinc.com 

Source: Bowlero Corp

Motorsport Games Announces rFactor 2 Content Update And User Interface Refresh

Research, News, and Market Data on Motorsport Games

 

THIS IS THE FIRST OF FOUR QUARTERLY UPDATES PLANNED FOR THE SIMULATION DURING THE 2022 CALENDAR YEAR

MIAMI, Feb. 07, 2022 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games”), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announces today the release of the first rFactor 2 content update and user interface refresh of 2022. This content drop, set to continue quarterly, includes the addition of brand new tracks and car chassis from the world of motorsport. The refreshed UI provides users an easy-to-navigate interface that contains all of the optionality necessary for players to create the most authentic driving experience. To view the release trailer, please click here.

The quarterly content and UI updates within rFactor 2 will breathe new life into the simulation platform on a regular basis, consistently providing players with the most robust offering for their virtual racing needs. Motorsport Games expects the updates to revamp and improve both the rFactor 2 platform and user experience. The team has already implemented rFactor 2 into its portfolio of live esports events, such as the 24 Hours of Le Mans Virtual Series and the recently-announced, inaugural INDYCAR-Motorsport Games Pro Challenge (kicking off February 9, 2022). Motorsport Games’ commitment to continuously upgrading and improving the overall experience within rFactor 2 will allow the simulation to remain as the top offering available to virtual SIM racers around the world.

“Acquiring rFactor 2 was a massive enhancement to our product offerings, as we believe that it is truly the best-in-class simulation platform on the market today,” said Zach Griffin, Director of Technology at Motorsport Games. “For the past year, we have not only sought to maintain rFactor 2’s customary level of excellence, but iterate and push it further forward in content, user interface and overall capability. We give thanks to the Studio397 team for developing such a robust product and we look forward to releasing future highly requested quarterly content and UI updates for our racers.”

“I have used rFactor 2 a tremendous amount to properly prepare for my real life races, as no other simulation provides the same level of authenticity and feel,” said Fernando Alonso, current Alpine Formula One driver, 2-time F1 World Drivers’ Champion, 2-time 24 Hours of Le Mans Champion and former Karting World Champion. “It is of the utmost importance that drivers feel ready to take on challenging circuits and the demands of specific cars and rFactor 2 gives me the tools to be completely comfortable behind the wheel at any track. It has and will continue to be an invaluable resource during my career.”

Content additions include the INDYCAR IR-18, the BMW M4 for the GT3 class, the Ligier JS P320 for the LMP3 roster and the iconic Daytona International Speedway, both the oval and road courses. INDYCAR’s IR-18 addition to rFactor 2 is the latest in a line of additions to replicate as many forms of motorsport as possible within the platform, with the INDYCAR-Motorsport Games Pro Challenge providing a showcase event. These cars will give users three highly requested and immensely popular options to race in. Lastly, the implementation of the Daytona International Speedway brings to life the premium endurance racing circuit in the U.S. to rFactor 2, allowing racers to achieve glory at one of the most historic venues in the entire world of motorsport. The track is entirely laser scanned to include as much detail as possible and the IR-18 features both Push to Pass and Weight Jacker.

“In my first year competing in INDYCAR, I learned quite quickly how demanding and tough the cars, competition and circuits are,” said Romain Grosjean, current Andretti Autosport driver in the NTT INDYCAR Series and former Haas and Lotus Formula One driver. “Having come directly from Formula One, where there are no oval circuits and the cars are quite different, without the time I spent training with rFactor 2, I would not have been able to achieve the level of success or familiarity I did last season. With another full year of racing coming up and new goals in sight, I cannot wait to test myself on rFactor 2 and be ahead of the competition as a result of its many offerings that are applicable to our real world racing experiences.”

“I have always been a massive fan of rFactor 2 and I am thrilled with the additions the team continues to make to ensure it stays as the pinnacle of racing simulations,” said Juan Pablo Montoya, current DragonSpeed driver in the IMSA WeatherTech SportsCar Championship and former winner of prestigious races such as the Monaco Grand Prix, Indianapolis 500 and 24 Hours of Daytona. “As someone who has competed in so many different series of motorsport throughout my career, it’s incredible to see each form authentically replicated within the virtual world. rFactor 2 and its team of developers continue to outdo themselves.”

All content additions and user interface upgrades are currently live within rFactor 2 starting today. Players can find a full breakdown of features here. The quarterly release cycle will proceed with content and build updates throughout 2022, with tentative release dates set for May, August and November of 2022.

To keep up with the latest Motorsport Game news, please visit www.motorsportgames.com and follow on Twitter, Instagram, Facebook and LinkedIn.

About Motorsport Games:
Motorsport Games, a Motorsport Network company, combines innovative and engaging video games with exciting esports competitions and content for racing fans and gamers around the globe. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series across PC, PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR, INDYCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”). Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League, among others.

Forward-Looking Statements:
Certain statements in this press release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning: (i) the expected benefits, content and features from rFactor 2 updates and user interfaces and from the rFactor 2 platform; and (ii) the Company’s expected timing of releasing future updates and user interfaces to rFactor 2, including, without limitation, the Company’s plans to release quarterly updates in the future. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to the Company experiencing difficulties and/or delays in releasing future rFactor 2 updates and interfaces and/or enhancing the quality of its product offerings that could negatively impact its future development plans, such as due to higher than anticipated costs incurred in developing, launching and continuing to enhance and improve such products and/or less than anticipated consumer acceptance of the Company’s products and/or difficulties, delays in or unanticipated events that may impact the timing and scope of new updates and user interfaces, such as due to delays and higher than anticipated expenses related to the ongoing and prolonged COVID-19 pandemic and related economic lockdowns and government mandates; unanticipated operating costs, transaction costs and actual or contingent liabilities; adverse effects of increased competition; and unanticipated changes in consumer behavior, including as a result of general economic factors, such as increased inflation. Factors other than those referred to above could also cause Motorsport Games’ results to differ materially from expected results. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Factors other than those referred to above could also cause Motorsport Games’ results to differ materially from expected results. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the SEC, which may be found at www.sec.gov and at ir.motorsportgames.com, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q filed with the SEC during 2021, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Motorsport Games’ website or other websites referenced or linked to this press release shall not be incorporated by reference into this press release.

Website and Social Media Disclosure:

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):

The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Investors:
Ashley DeSimone
Ashley.Desimone@icrinc.com

Press:
ASTRSK PR
motorsportgames@astrskpr.com

Motorsport Games Announces rFactor 2 Content Update And User Interface Refresh

Research, News, and Market Data on Motorsport Games

 

THIS IS THE FIRST OF FOUR QUARTERLY UPDATES PLANNED FOR THE SIMULATION DURING THE 2022 CALENDAR YEAR

MIAMI, Feb. 07, 2022 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games”), a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, announces today the release of the first rFactor 2 content update and user interface refresh of 2022. This content drop, set to continue quarterly, includes the addition of brand new tracks and car chassis from the world of motorsport. The refreshed UI provides users an easy-to-navigate interface that contains all of the optionality necessary for players to create the most authentic driving experience. To view the release trailer, please click here.

The quarterly content and UI updates within rFactor 2 will breathe new life into the simulation platform on a regular basis, consistently providing players with the most robust offering for their virtual racing needs. Motorsport Games expects the updates to revamp and improve both the rFactor 2 platform and user experience. The team has already implemented rFactor 2 into its portfolio of live esports events, such as the 24 Hours of Le Mans Virtual Series and the recently-announced, inaugural INDYCAR-Motorsport Games Pro Challenge (kicking off February 9, 2022). Motorsport Games’ commitment to continuously upgrading and improving the overall experience within rFactor 2 will allow the simulation to remain as the top offering available to virtual SIM racers around the world.

“Acquiring rFactor 2 was a massive enhancement to our product offerings, as we believe that it is truly the best-in-class simulation platform on the market today,” said Zach Griffin, Director of Technology at Motorsport Games. “For the past year, we have not only sought to maintain rFactor 2’s customary level of excellence, but iterate and push it further forward in content, user interface and overall capability. We give thanks to the Studio397 team for developing such a robust product and we look forward to releasing future highly requested quarterly content and UI updates for our racers.”

“I have used rFactor 2 a tremendous amount to properly prepare for my real life races, as no other simulation provides the same level of authenticity and feel,” said Fernando Alonso, current Alpine Formula One driver, 2-time F1 World Drivers’ Champion, 2-time 24 Hours of Le Mans Champion and former Karting World Champion. “It is of the utmost importance that drivers feel ready to take on challenging circuits and the demands of specific cars and rFactor 2 gives me the tools to be completely comfortable behind the wheel at any track. It has and will continue to be an invaluable resource during my career.”

Content additions include the INDYCAR IR-18, the BMW M4 for the GT3 class, the Ligier JS P320 for the LMP3 roster and the iconic Daytona International Speedway, both the oval and road courses. INDYCAR’s IR-18 addition to rFactor 2 is the latest in a line of additions to replicate as many forms of motorsport as possible within the platform, with the INDYCAR-Motorsport Games Pro Challenge providing a showcase event. These cars will give users three highly requested and immensely popular options to race in. Lastly, the implementation of the Daytona International Speedway brings to life the premium endurance racing circuit in the U.S. to rFactor 2, allowing racers to achieve glory at one of the most historic venues in the entire world of motorsport. The track is entirely laser scanned to include as much detail as possible and the IR-18 features both Push to Pass and Weight Jacker.

“In my first year competing in INDYCAR, I learned quite quickly how demanding and tough the cars, competition and circuits are,” said Romain Grosjean, current Andretti Autosport driver in the NTT INDYCAR Series and former Haas and Lotus Formula One driver. “Having come directly from Formula One, where there are no oval circuits and the cars are quite different, without the time I spent training with rFactor 2, I would not have been able to achieve the level of success or familiarity I did last season. With another full year of racing coming up and new goals in sight, I cannot wait to test myself on rFactor 2 and be ahead of the competition as a result of its many offerings that are applicable to our real world racing experiences.”

“I have always been a massive fan of rFactor 2 and I am thrilled with the additions the team continues to make to ensure it stays as the pinnacle of racing simulations,” said Juan Pablo Montoya, current DragonSpeed driver in the IMSA WeatherTech SportsCar Championship and former winner of prestigious races such as the Monaco Grand Prix, Indianapolis 500 and 24 Hours of Daytona. “As someone who has competed in so many different series of motorsport throughout my career, it’s incredible to see each form authentically replicated within the virtual world. rFactor 2 and its team of developers continue to outdo themselves.”

All content additions and user interface upgrades are currently live within rFactor 2 starting today. Players can find a full breakdown of features here. The quarterly release cycle will proceed with content and build updates throughout 2022, with tentative release dates set for May, August and November of 2022.

To keep up with the latest Motorsport Game news, please visit www.motorsportgames.com and follow on Twitter, Instagram, Facebook and LinkedIn.

About Motorsport Games:
Motorsport Games, a Motorsport Network company, combines innovative and engaging video games with exciting esports competitions and content for racing fans and gamers around the globe. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series across PC, PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR, INDYCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”). Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League, among others.

Forward-Looking Statements:
Certain statements in this press release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning: (i) the expected benefits, content and features from rFactor 2 updates and user interfaces and from the rFactor 2 platform; and (ii) the Company’s expected timing of releasing future updates and user interfaces to rFactor 2, including, without limitation, the Company’s plans to release quarterly updates in the future. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to the Company experiencing difficulties and/or delays in releasing future rFactor 2 updates and interfaces and/or enhancing the quality of its product offerings that could negatively impact its future development plans, such as due to higher than anticipated costs incurred in developing, launching and continuing to enhance and improve such products and/or less than anticipated consumer acceptance of the Company’s products and/or difficulties, delays in or unanticipated events that may impact the timing and scope of new updates and user interfaces, such as due to delays and higher than anticipated expenses related to the ongoing and prolonged COVID-19 pandemic and related economic lockdowns and government mandates; unanticipated operating costs, transaction costs and actual or contingent liabilities; adverse effects of increased competition; and unanticipated changes in consumer behavior, including as a result of general economic factors, such as increased inflation. Factors other than those referred to above could also cause Motorsport Games’ results to differ materially from expected results. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Factors other than those referred to above could also cause Motorsport Games’ results to differ materially from expected results. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the SEC, which may be found at www.sec.gov and at ir.motorsportgames.com, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q filed with the SEC during 2021, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Motorsport Games’ website or other websites referenced or linked to this press release shall not be incorporated by reference into this press release.

Website and Social Media Disclosure:

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):

The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Investors:
Ashley DeSimone
Ashley.Desimone@icrinc.com

Press:
ASTRSK PR
motorsportgames@astrskpr.com