Company Announcements

2Q Growth led by Events and Agencies; disciplined cost control positions Company for margin expansion and profitability in H2 2025

TORONTO, Aug. 20, 2025 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF), a global esports, digital media and entertainment company for today's generation of fans, released its results for the three and six-month period ended June 30, 2025.

Financial Results Summary for Q2 2025

"Q2 was about delivery and discipline," said Adam Adamou, Chief Executive Officer of OverActive Media. "We executed two of the most successful events in our history – "LEC on the Road" in Madrid and the "Call of Duty League Championship Weekend" in Canada – while scaling our influencer business. These results demonstrate our ability to create demand, deliver premium fan experiences, and convert them into revenue across regions. We also maintained tight cost controls, bringing operating expenses down 14% even as we invested in rosters and production capacity. The quarter's margin profile reflects a deliberate mix shift toward events and agency work; we expect that to rebalance in the second half as higher-margin league-share and digital merchandise come through. With a cash position of $5.1 million and positive working capital, we're set up to expand margins and keep moving toward our profitability objectives."

Mr. Adamou continued, "Earlier this month we launched ActiveVoices, a partner-provided proprietary AI-powered platform delivering real-time translation, dubbing, and multi-platform publishing in over a dozen languages. This is a scalable SaaS product that builds on our existing content, creator network, and production infrastructure. We believe ActiveVoices can capture a meaningful share of the global creator economy, and it is a natural extension of our mission to connect audiences worldwide."

Mr. Adamou concluded, "With contracted high-margin revenue streams set to ramp in the second half, we remain on track toward our profitability objectives in 2025."

• Revenue was $8.36 million, up 26% from $6.62 million in the prior-year quarter, driven by strong growth in Business Operations, led by Events and Agencies, which more than offset lower League revenues due to payment timing and the absence of prior-year esports events.
• Gross profit was $4.0 million, producing a 48% gross margin, versus $4.1 million and a 62% gross margin in the prior-year quarter. The decline in margin reflects a change in revenue composition, with a larger share coming from Events and Agencies, which carry lower margins than League-share and digital merchandise. The prior year also included high-margin esports MTX revenue, which did not reoccur this quarter. League-share and digital merchandise revenues, the Company's highest-margin contributors, were minimal in the quarter and are expected to increase in the second half of the year.
• Operating expenses decreased 14% to $5.17 million, compared to $6.03 million in Q2 2024 reflecting lower restructuring and business development costs year over year, partially offset by higher roster and team payroll costs.
• Adjusted EBITDA was a loss of $1.02 million, compared to a loss of $1.23 million in Q2 2024. The slight year-over-year variance reflects lower add-backs this year, particularly fewer restructuring and business development items, partly offset by stronger Events and Agency revenues and lower operating costs. Q2 results were consistent with expectations for the seasonal timing of revenues, with the Company's highest-margin revenue streams weighted to the second half of the year. OverActive remains focused on its path to profitability in 2025.
• Comprehensive loss was $1.49 million, compared to comprehensive income of $6.43 million in Q2 2024. The prior-year quarter benefited from a non-recurring $9.8 million gain related to the decrease in the net present value of franchise obligations, which did not repeat in 2025. The current quarter included a $1.47 million foreign-currency translation gain on Euro-denominated assets.
• Net working capital was $1.87 million as of June 30, 2025. Cash and cash equivalents totaled $5.07 million, reflecting normal first-half timing and planned uses of cash as the Company executed major events and commercial programs. Construction-in-progress for the planned Toronto venue remained unchanged at $2.15 million.

Year-to-Date Financial Highlights

• Revenue for the first half of 2025 totaled $13.36 million, an increase of 30% compared to $10.28 million in the first half of 2024. The growth was driven by a $5.03 million increase in Business Operations, led by expanded agency contracts, higher event revenues and sponsorship activations and the acquisition of KOI and Riders on March 1, 2024. This was partially offset by a $1.94 million decline in Team Operations, reflecting lower League revenues due partially to timing differences and the absence of prior-year Esports World Cup events.
• Gross profit for the first half of 2025 was $6.68 million, producing a 50% gross margin, compared to $6.89 million and a 67% gross margin in the first half of 2024. The decline in margin reflects a higher proportion of event and agency revenue, which carry lower margins, and the absence of prior-year high-margin esports sticker revenue. League-share and digital merchandise revenues, the Company's highest-margin contributors, were minimal in the first half and are expected to increase in the second half of the year.
• Operating expenses for the first half of 2025 were $10.09 million, down 12% from $11.42 million in the same period last year. The decrease was driven by disciplined SG&A controls and the elimination of prior-year restructuring costs, partially offset by targeted investments in team rosters and EU staffing.
• Adjusted EBITDA for the first half of 2025 was a loss of $3.29 million, compared to a loss of $3.05 million in the first half of 2024, reflecting a higher loss year over year. The year-to-date change was driven primarily by increased corporate payroll to support expanding operations and an unfavourable mix with lower contributions from high-margin league-share and digital merchandise. The Company expects Adjusted EBITDA to improve in the second half of the year as higher-margin revenue streams ramp up.
• Comprehensive loss for the first half of 2025 was $3.49 million, compared to comprehensive income of $1.95 million in the same period last year. The prior-year period benefited from a non-recurring $9.8 million gain related to the decrease in the net present value of franchise obligations, which did not repeat in 2025. The current year-to-date results included a $3.15 million foreign-currency translation gain on foreign denominated assets.

OverActive Media – Major Accomplishments

Q2 2025 

• Record LEC "On the Road" Weekend in Madrid

OverActive and Movistar KOI hosted the inaugural LEC Roadtrip at Madrid Arena (Apr 26–27), welcoming over 18,000 attendees across two days and reaching 348,000 peak concurrent viewers.

• Movistar KOI Captures LEC Spring Championship and Sets 2025 Viewership Record

Movistar KOI secured the 2025 LEC Spring Split title in front of a sold-out Madrid Arena crowd, earning the #1 seed for MSI Vancouver and qualification for the Esports World Cup. The championship match drew over 490,000 peak concurrent viewers, the highest of the 2025 Spring Split, underscoring the team's global fan engagement and the brand's competitive dominance.

•  Launch of Fénix Club Loyalty Program

OverActive Media introduced Fénix Club, a premium subscription-based loyalty program designed to reward fans with exclusive content, experiences and merchandise. The launch marks a major step in the Company's direct-to-consumer strategy, creating a recurring revenue stream while deepening engagement across its global fan base.

• CDL Championship Weekend Hosted in Canada (Jun 26–29)

Toronto Ultra and OverActive hosted the Call of Duty League® Championship Weekend at the Kitchener Memorial Auditorium, the first time the CDL's season finale was held outside the U.S., attracting 11,000 fans and peaking at 353,000 online viewers.

• Toronto Ultra x Little Caesars Canada at CDL Champs

Toronto Ultra partnered with Little Caesars Canada as the Official Pizza QSR of Call of Duty Championship Weekend.

• Monster Energy Partnership Renewal

OverActive Media renewed its partnership with Monster Energy through the end of FY 2026, ensuring the brand's continued position as a global Tier-1 sponsor across the Company's teams, live events and content portfolio.

Subsequent to Quarter-End

• Launch of ActiveVoices and KOI Voices Pilot Program

OverActive Media launched ActiveVoices, its AI-powered real-time language localization platform, providing translation, dubbing and multi-platform publishing for creators and brands, marking the Company's expansion into SaaS-based recurring revenue opportunities. As part of the launch, the Company plans to roll out the KOI Voices pilot program, integrating ActiveVoices technology into Movistar KOI content to connect with global audiences across multiple languages. More information is available at joinActiveVoices.com.

• Showcase at China Esports Conference

The Company took the global stage at the prestigious China Esports Conference in Shanghai, presenting its vision for the future of esports, digital media and AI-powered content creation. The Company introduced ActiveVoices to one of the largest gaming markets in the world, engaging directly with industry leaders, publishers and potential partners across Asia. 

• Esports World Cup – 3rd Place Finish

Toronto Ultra (competing as Movistar KOI) finished 3rd at the Esports World Cup, earning US$200,000.

Conference Call Details

The Company will conduct a conference call on Thursday, August 21, 2025, at 9:00 a.m. ET.

To access the call, register at https://emportal.ink/4mAfpoC or dial 1-888-699-1199 (North America) or 416-945-7677 (International).

A replay will be available until August 28, 2025, at 1-888-660-6345 or 289-819-1450 using entry code 37774#.

A webcast will also be available athttps://app.webinar.net/EYb6kzG7dAO and archived for three months.

ABOUT OVERACTIVE MEDIA 

OverActive Media Corp. (TSXV: OAM) (OTC:OAMCF) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany, is a premier global esports and entertainment company for today's generation of fans. OverActive owns team franchises in professional esports leagues, including the Call of Duty League, operating as the Toronto Ultra, the League of Legends EMEA Championship (LEC), operating as Movistar KOI, the VALORANT Champions League (VCT) EMEA, operating as Movistar KOI and other professional esports leagues and competitions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated financial and operating results of OverActive in the future.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the potential impact of OverActive's qualifying transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the Movistar KOI and Call of Duty Leagues to maintain viewership; the successful completion of the Company's new venue; and other risk factors set out in OverActive's most recent annual information form and its other filings with Canadian securities regulators, copies of which may be found under OverActive's profile at www.sedarplus.ca. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

NON-IFRS MEASURES

This press release includes references to Adjusted EBITDA and Net Working Capital. These non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Our method of calculating these financial measure may differ from the methods used by other issuers and, accordingly, our definition of these non-IFRS financial measures may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of our performance or to cash flows from operating activities as measures of liquidity and cash flows.

Adjusted EBITDA is defined by the Company as net income or loss before income taxes, finance costs, finance income, depreciation and amortization, decrease in net present value of franchise obligations, foreign exchange gains / loss, assistance payments from Franchise League and government assistance, restructuring and business development costs, impairment charges, and share-based compensation. We believe that Adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company's ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations and service its financial obligations. A reconciliation of Adjusted EBITDA to net loss may be found in the Company's Management's Discussion and Analysis for the three-month period ended June 30, 2025.

Net Working Capital is defined by the Company as current assets minus current liabilities. We believe that Net Working Capital provides as useful means of assessing the Company's short-term liquidity position.

The following tables presents a reconciliation of net loss to adjusted EBITDA for the three months ended June 30, 2025 and 2024:

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Overactive Media Corp.