Executive Summary

Q3 2022 (3 months ended September 30, 2022) revenue fell sharply year over year due to fewer live events and the sale of gym locations; operating expenses declined materially but were offset by higher interest and derivative-related losses, resulting in a wider net loss vs. prior year but improved sequentially vs. Q2 2022 .
Segment mix shifted: Live events were the majority of revenue; gym revenue contracted after divesting Indiana gyms in July, and management now operates two ONE More Gym locations .
Liquidity remains strained with substantial going-concern uncertainty; convertible notes and derivative liabilities increased, driving significant other expense and dilution risk .
Strategic catalysts emerged post-quarter: B2 Sports Network (B2SN) streaming channel targeted for Q1 2023, plus a multi-year distribution agreement with fuboTV to carry B2SN and B2FS events, potentially expanding audience and monetization channels .
No Wall Street consensus estimates available via S&P Global for BTDG; no 8‑K 2.02 or earnings call transcript found for Q3 2022, limiting “beat/miss” comparisons and call-based guidance/tone read-through (S&P Global consensus unavailable; no transcript or 8-K 2.02 located in the period searched) (GetEstimates returned no mapping for BTDG).

What Went Well and What Went Wrong

What Went Well
- Operating expense discipline: opex fell ~$1.3M YoY in Q3 as management reduced costs in line with a lower event and gym footprint .
- Content distribution strategy forming: planned launch of B2SN and fuboTV agreement to carry B2SN and broadcast B2FS LIVE fights add new OTT distribution channels beyond PPV and gate .
- Management sees brand momentum at events late in the quarter: “past three months have exceeded expectations” with growing pre-sales, gate, and PPV, and several sellouts, suggesting operational traction heading into 2023 .
What Went Wrong
- Revenue contraction: total Q3 revenue declined ~64% YoY due to fewer live events and gym divestitures; live events and gym revenue both fell YoY .
- Financing-driven P&L pressure: interest expense, initial derivative expense, and unfavorable derivative fair-value changes materially increased other expense, worsening net loss YoY despite lower opex .
- Balance sheet risk: negative working capital and increased derivative liabilities underscore going-concern uncertainty and dilution risk from significant convertibles indexed to large share counts .

Financial Results

Notes: B2Digital reports fiscal years ending March 31; “Q3 2022” refers to the three months ended September 30, 2022 (company’s fiscal Q2 FY2023). No S&P Global consensus available for EPS/Revenue comps this quarter.

Headline metrics vs prior year and prior quarter

Metric	Q3 2021 (3 mo ended 9/30/21)	Q2 2022 (3 mo ended 6/30/22)	Q3 2022 (3 mo ended 9/30/22)
Revenue ($USD)	$660,010	$700,341	$235,476
Operating Expenses ($USD)	$2,245,625	$2,507,421	$948,082
Net Loss ($USD)	$(2,557,176)	$(5,569,642)	$(3,540,114)
Basic & Diluted EPS ($)	$(0.002)	$(0.003)	$(0.002)

Revenue breakdown by segment

Revenue Type	Q3 2021	Q2 2022	Q3 2022
Live Events ($USD)	$283,171	$337,822	$160,469
Gym Revenue ($USD)	$376,839	$362,519	$75,007
Total Revenue ($USD)	$660,010	$700,341	$235,476

KPIs and capital structure context

KPI	Q3 2021	Q2 2022	Q3 2022
Deferred Revenue (end of period, $USD)	$88,880	$48,786	$33,399
Weighted Avg Shares (basic & diluted)	1,369,390,550	1,981,717,164	2,144,271,646

Context and drivers

YoY revenue decline stems from fewer live events and gym divestitures; management notes a decrease in the number of live events held and gym dispositions as key drivers .
Other expense increased materially YoY due to higher interest expense, day‑one derivative expense, and adverse changes in derivative fair values linked to convertibles, overshadowing opex savings .
Sequentially vs. Q2 2022, revenue declined (seasonality/event cadence and gym sale impact), but net loss improved as opex contracted and some other expense items moderated quarter-on-quarter .

Guidance Changes

No formal quantitative guidance was issued or updated in Q3 2022 filings or subsequent 8‑Ks reviewed. A prior April 5, 2022 press release referenced an “annualized pace for more than $3.5 million” in calendar 2022 revenues; this was unaudited and not reiterated as formal guidance in Q3 materials .

Metric	Period	Previous Guidance	Current Guidance	Change
Company outlook	CY2022	“Annualized pace for >$3.5M revenues” (unaudited PR, Apr 5, 2022)	No formal guidance provided/updated in Q3 materials	N/A

Earnings Call Themes & Trends

No earnings call transcript was available for Q3 2022 based on document searches; themes below reflect MD&A and press releases.

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3 2022)	Trend
Streaming/OTT strategy	Focus on event and gym expansion; no B2SN yet; metaverse activations noted earlier in 2022 .	Announced B2 Sports Network (B2SN), a 24/7 streaming channel targeting Q1 2023 launch .	Building distribution capabilities
Distribution partnerships	Not highlighted previously .	Signed multi-year agreement with fuboTV to distribute B2SN and carry B2FS live fights .	New channel access
Live event cadence	Q2: revenue growth YoY on more events vs. COVID-impacted prior year .	Fewer events vs. prior year drove lower revenue; however, management cited strong late-quarter event momentum and sellouts .	Mixed: near-term cadence lower YoY; improving late-quarter traction
Gym footprint	Expansion discussed earlier in 2022 .	Sold Indiana gyms in July; now operating two gym locations; gym revenue down YoY .	Rationalizing footprint
Financing/derivatives	Convertible issuance and growing derivative liabilities pressured P&L .	Derivative liabilities rose further; significant interest and derivative expenses persisted .	Headwind persists

Management Commentary

Strategic focus and operational update: “Our growth and productivity have held up well… our brand continues to grow and grab market share in a rapidly growing marketplace.”
Event momentum: “With the exception of our July Michigan event, we have seen clear and steady growth from pre-event ticket sales, gate sales, pay-per-view sales, and total event revenues over the past three months… our past three months have exceeded expectations.”
Streaming platform rationale: “We believe we are in a prime position to launch B2SN with wide distribution coverage because we have a built-in capability to film, produce, and stream our own combat sports content.”

Q&A Highlights

No earnings call transcript or Q&A was found for Q3 2022; company did not furnish an earnings call transcript or 8‑K 2.02 press release for the quarter in available filings .

Estimates Context

S&P Global consensus estimates: Not available for BTDG this quarter; the company lacks SPGI mapping/coverage, so no Revenue/EPS/EBITDA consensus could be retrieved (S&P Global consensus unavailable).
Implication: Without Street estimates, we cannot classify results as beats or misses; investors should track internal run-rate (event cadence, PPV, gym divestiture impact) and evolving OTT distribution to frame trajectory .

Key Takeaways for Investors

Revenue volatility will likely persist near term given event cadence and a smaller gym footprint; late-quarter event momentum is a positive but not yet visible in reported Q3 revenue .
P&L remains highly sensitive to financing structure: interest expense and derivative fair-value changes materially impact results; this is a key overhang alongside dilution risk from large convertible note capacity .
Liquidity risk is elevated; going-concern disclosure underscores reliance on external capital and the need to scale monetization (events, PPV, and new OTT channels) .
OTT strategy is an emerging catalyst: the B2SN launch and fuboTV distribution could expand audience and monetization beyond PPV/gate, but execution and platform uptake are critical to re-accelerate topline .
Operational focus appears to be shifting from breadth (gyms) to scalable media and events; cost discipline helped opex drop YoY, which should aid operating leverage if revenue rebounds .
Near-term monitoring: event schedule and sell-through, PPV trends, timing/partners for B2SN monetization, and any refinancing/convertible note actions to reduce derivative and interest burden .

Appendix: Source Coverage & Availability

8-K 2.02 press release for Q3 2022: Not found in the period reviewed .
Earnings call transcript for Q3 2022: Not found .
Other relevant press releases in/around Q3 2022 reviewed: Nov 8 shareholder update; Dec 8 B2SN launch; Dec 15 fuboTV distribution agreement .
Prior quarters for trend: Q2 2022 (3 mo ended 6/30/22) 10‑Q; Q1 2022 context via Apr 5 performance update PR .

B2Digital, Inc. (BTDG)·Q3 2022 Earnings Summary