6-K
Enthusiast Gaming Holdings Inc. / Canada (EGLXF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For the month
of November 2022 Commission File Number: 001-40331
Enthusiast Gaming Holdings Inc. / Canada
(Exact name of registrant as specified in its charter)
90 Eglinton Avenue East, Suite 805, Toronto, ON, M4P 2Y3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit No: | Description |
|---|---|
| 99.1 | Press Release, dated November 14, 2022. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENTHUSIAST GAMING HOLDINGS INC. | |||
|---|---|---|---|
| By: | /s/ Alex Macdonald | ||
| Name: | ALEX MACDONALD | ||
| Title: | CHIEF FINANCIAL OFFICER | ||
| Date: November 14, 2022 |
Exhibit 99.1
Enthusiast Gaming Announces Third Quarter 2022 Results
Revenue of $50.6 million, up 17%YOY
Record gross profit of $16.6 million, up 64%YOY
Record gross margin of 32.7%, up 930 bps YOY
Record direct sales of $10.1 million, up 49% YOY
Recordsubscription revenue of $3.8 million, up 51% YOY
LOS ANGELES, Nov. 14, 2022 -- Enthusiast Gaming Holdings Inc. (“Enthusiast Gaming” or the “Company”) (NASDAQ:EGLX; TSX:EGLX), an integrated gaming entertainment company, today announced financial results for the three and nine months ended September 30, 2022.
“Weare pleased to report that we have achieved yet another record quarter on the back of all-time-highs in key KPIs, including quarterlygross profit, gross margins, direct sales and subscriptions, all despite the macroeconomic headwinds impacting the digital mediaand entertainment industry,” commented Adrian Montgomery, CEO of Enthusiast Gaming. “These results reflectthe strength and resilience of our flywheel business model, which has allowed us to maintain strong financial growth while buildingout diversified revenue streams. Our disciplined focus on high-margin revenue opportunities, cost efficiencies and strategic investmentslike our first-of-its-kind partnership with the NFL for Tuesday Night Gaming have built Enthusiast into a fully-integrated mediaand entertainment company, a partner of choice for the world’s leading brands, and a dominant player in the gaming and esportsworld, now on the cusp of sustainable profitability with ample liquidity to achieve that objective.”
Q3 2022 Financial Highlights
| • | Revenue<br> of $50.6 million, a 17% increase vs revenue of $43.3 million in Q3 2021. The year-over-year<br> increase in revenue was driven by increased direct sales, higher subscription revenue,<br> the acquisitions and growth of the Addicting Games and U.GG properties. |
|---|---|
| • | Gross<br> profit of $16.6 million, a 64% increase vs gross profit of $10.1 million in Q3 2021,<br> and the highest quarterly gross profit to date. |
| --- | --- |
| • | Gross<br> margin of 32.7%, an increase of 930 bps vs gross margin of 23.4% in Q3 2021. The increase<br> in gross margin is driven by the high growth in direct sales and subscription revenue,<br> and strong performances by Addicting Games, U.GG, and Pocket Gamer. |
| --- | --- |
| • | Direct<br> sales of $10.1million, a 49% increase vs direct sales of $6.8 million in Q3 2021. Renewals<br> and additional business with existing customers accounted for 65% of direct sales. Direct<br> sales are included in revenue. |
| --- | --- |
| • | Subscription<br> revenue of $3.8 million, a 51% increase vs subscription revenue of $2.5 million in Q3<br> 2021. The increase in subscription revenue was driven by an increase in paid subscribers<br> and pricing optimization. Paid subscribers were 260,000 as at September 30, 2022, a 25.6%<br> increase vs paid subscribers of 207,000 as at September 30, 2021. |
| --- | --- |
| • | Recorded<br> a non-cash goodwill impairment expense of $31.3 million. |
| --- | --- |
| • | Secured<br> $10 million expansion of credit facility in September. |
| --- | --- |
| • | Sale<br> of certain video gaming editorial websites for a purchase price of approx. $6.8 million,<br> representing a multiple of approx. 4.5x associated revenue, and resulting in a gain on<br> sale of intangible assets of $4.8 million. |
| --- | --- |
Q3 2022 Operational Highlights
| • | Renewals<br> or new business with key notable partners including State Farm, HBO Max, Lego, Hulu,<br> Nickelodeon, Amazon, RBC, Universal Pictures, Uber, Doordash, Hasbro, Nintendo US, Pandora<br> Jewelry, GFuel, the FDA and Fidelity. |
|---|---|
| • | Signed<br> multi-year partnership with the NFL to launch a first-of-its-kind gaming collaboration,<br> NFL Tuesday Night Gaming (NFL TNG), which debuted on September 13, 2022. NFL TNG had<br> approximately 1.9 million views across livestream and video content in Q3 2022. |
| --- | --- |
| • | EV.IO’s<br> limited edition NFT mint of 2,500 tokens sold out in six hours at a price between 2.00-2.50<br> SOL. |
| --- | --- |
| • | Hosted<br> two live events of Pocket Gamer Connects - Toronto in July and Helsinki in September. |
| --- | --- |
| • | Launched<br> Raise Your Game initiative, a new inclusivity campaign which aims to support women in<br> gaming. |
| --- | --- |
Update on CEO Search Process
As previously announced on August 8, 2022, the Search Committee of the Board – which was struck immediately following the Company’s annual general meeting and is comprised entirely of independent directors – is conducting a thorough review process to identify a world-class executive to lead the Company as it continues to build the pre-eminent media and entertainment company for gamers, centered around Communities, Content, Creators, and Experiences.
Having interviewed a number of leading firms based in the United States, the Search Committee retained Russell Reynolds Associates by way of its CEO-practice based in California to assist the Search Committee with its identification and review of potential candidates. The Search Committee, together with Russell Reynolds, remains deep in-process conducting interviews and is encouraged by the quality of initial candidates.
EarningsAnnouncement and Supplemental Information
Management will host a conference call and webcast on November 14, 2022, at 5:00 p.m. Eastern Time to review and discuss the third quarter 2022 results.
Please call the following numbers to participate:
North America (toll-free): 1-855-239-1101
International: 1-412-317-5231
Conference ID: 10172910
A live webcast can be heard at https://www.enthusiastgaming.com/investors. If you are unable to join live, an archived recording of the webcast will be available on the Investor Relations page of the Enthusiast Gaming website.
Certain information provided in this news release is extracted from financial statements and management’s discussion & analysis (“MD&A”) of the Company for the three and nine months ended September 30, 2022, and should be read in conjunction with them. It is only in the context of the fulsome information and disclosures contained in the financial statements and MD&A that an investor can properly analyze this information. The financial statements and MD&A have been published on the Company’s profile on SEDAR and EDGAR.
All amounts are in Canadian dollars.
About Enthusiast Gaming
Enthusiast Gaming is an integrated gaming entertainment company, building the largest media and content platform for video game and esports fans to connect and engage worldwide. Combining the elements of its four core pillars: Communities, Content, Creators, and Experiences, Enthusiast Gaming provides a unique opportunity and integrated approach to reach and connect with its coveted GenZ and Millennial audience. Through its proprietary mix of digital media and entertainment assets, Enthusiast Gaming has built a vast network of like-minded communities to deliver the ultimate fan experience.
Contacts
Enthusiast Gaming Investor Relations:
Eric Bernofsky, Chief Corporate Officer
investor@enthusiastgaming.com
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Enthusiast Gaming anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking statements in this news release include, but are not limited to, statements regarding trends in certain financial and operating metrics of the Company, and expectations relating to the financial performance and the financial results of future periods.
Forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, including, but not limited to, expectations and assumptions concerning: interest and foreign exchange rates; capital efficiencies, cost saving and synergies; growth and growth rates; the success in the esports and gaming media industry; the Company’s growth plan, and judgment applied in the application of the Company’s accounting policies and in the preparation of financial statements in accordance with applicable financial reporting standards. While Enthusiast Gaming considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; and future legislative, tax and regulatory developments. Readers are cautioned that the foregoing list is not exhaustive. For more information on the risks, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of Enthusiast Gaming which are available on SEDAR at www.sedar.com. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Enthusiast Gaming disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Enthusiast Gaming Holdings Inc.
CondensedConsolidated Interim Statements of Financial Position
Asof September 30, 2022 and December 31, 2021
(Unaudited
- Expressed in Canadian Dollars)
| September<br> 30, 2022 | December<br> 31, 2021 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 15,815,860 | $ | 22,654,262 | ||
| Trade<br> and other receivables | 37,579,516 | 33,801,990 | ||||
| Investments | 131,858 | 131,342 | ||||
| Loans<br> receivable | 50,935 | 176,931 | ||||
| Income<br> tax receivable | 305,105 | 356,366 | ||||
| Prepaid<br> expenses | 2,791,103 | 2,145,184 | ||||
| Total<br> current assets | 56,674,377 | 59,266,075 | ||||
| Non-current | ||||||
| Property<br> and equipment | 198,528 | 247,988 | ||||
| Right-of-use<br> assets | 2,355,477 | 2,885,662 | ||||
| Investment<br> in associates and joint ventures | 1,886,271 | 885,269 | ||||
| Long-term<br> portion of prepaid expenses | 283,181 | 261,922 | ||||
| Intangible<br> assets | 120,526,179 | 129,138,595 | ||||
| Goodwill | 172,196,371 | 195,097,659 | ||||
| Total<br> assets | $ | 354,120,384 | $ | 387,783,170 | ||
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY | ||||||
| Current | ||||||
| Accounts<br> payable and accrued liabilities | $ | 34,433,167 | $ | 34,391,221 | ||
| Contract<br> liabilities | 4,797,857 | 3,890,569 | ||||
| Income<br> tax payable | 403,375 | 114,094 | ||||
| Current<br> portion of long-term debt | 2,000,000 | 2,000,000 | ||||
| Current<br> portion of deferred payment liability | 2,172,633 | 27,244,146 | ||||
| Current<br> portion of lease contract liabilities | 849,051 | 796,835 | ||||
| Current<br> portion of other long-term debt | 8,016 | 11,121 | ||||
| Total<br> current liabilities | 44,664,099 | 68,447,986 | ||||
| Non-current | ||||||
| Long-term<br> debt | 16,547,428 | 7,681,867 | ||||
| Long-term<br> portion of deferred payment liability | 1,410,008 | 20,794,275 | ||||
| Long-term<br> lease contract liabilities | 1,752,038 | 2,213,512 | ||||
| Other<br> long-term debt | 146,769 | 136,324 | ||||
| Deferred<br> tax liability | 25,143,587 | 25,740,885 | ||||
| Total<br> liabilities | $ | 89,663,929 | $ | 125,014,849 | ||
| Shareholders’<br> Equity | ||||||
| Share<br> capital | 439,922,535 | 387,087,948 | ||||
| Contributed<br> surplus | 30,582,079 | 25,485,361 | ||||
| Accumulated<br> other comprehensive income | 9,291,371 | 527,166 | ||||
| Deficit | (215,339,530 | ) | (150,332,154 | ) | ||
| Total<br> shareholders’ equity | 264,456,455 | 262,768,321 | ||||
| Total<br> liabilities and shareholders’ equity | $ | 354,120,384 | $ | 387,783,170 |
Enthusiast Gaming Holdings Inc.
CondensedConsolidated Interim Statements
ofLoss and Comprehensive Loss
For the three and nine months ended
September30, 2022 and 2021
| (Unaudited<br> - Expressed in Canadian Dollars) | For<br> the three months ended | For<br> the nine months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30,<br> 2022 | September<br> 30,<br> 2021 | September<br> 30,<br> 2022 | September<br> 30,<br> 2021 | |||||||||
| Revenue | $ | 50,578,758 | $ | 43,341,907 | $ | 148,865,324 | $ | 110,421,843 | ||||
| Cost<br> of sales | 34,018,169 | 33,216,294 | 103,470,191 | 86,345,922 | ||||||||
| Gross<br> margin | 16,560,589 | 10,125,613 | 45,395,133 | 24,075,921 | ||||||||
| Operating<br> expenses | ||||||||||||
| Professional<br> fees | 766,057 | 434,862 | 2,358,559 | 2,385,837 | ||||||||
| Consulting<br> fees | 1,338,329 | 725,408 | 4,593,506 | 3,111,761 | ||||||||
| Advertising<br> and promotion | 662,279 | 609,587 | 1,417,344 | 2,465,529 | ||||||||
| Office<br> and general | 2,288,057 | 1,963,965 | 7,232,551 | 4,836,416 | ||||||||
| Annual<br> general meeting legal and advisory costs | 1,149,396 | - | 3,386,596 | - | ||||||||
| Salaries<br> and wages | 9,325,237 | 6,574,338 | 27,135,015 | 16,768,850 | ||||||||
| Technology<br> support, web development and content | 6,050,270 | 3,146,453 | 13,309,341 | 7,239,996 | ||||||||
| Esports<br> player, team and game expenses | 623,913 | 1,615,655 | 3,618,761 | 4,609,978 | ||||||||
| Foreign<br> exchange gain | (480,528 | ) | (1,060,724 | ) | (1,105,730 | ) | (2,136,979 | ) | ||||
| Share-based<br> compensation | 821,811 | 4,971,949 | 5,336,617 | 14,690,294 | ||||||||
| Amortization<br> and depreciation | 4,055,415 | 2,372,839 | 13,257,813 | 5,668,276 | ||||||||
| Total<br> operating expenses | 26,600,236 | 21,354,332 | 80,540,373 | 59,639,958 | ||||||||
| Other<br> expenses (income) | ||||||||||||
| Goodwill<br> impairment | 31,281,286 | - | 31,281,286 | - | ||||||||
| Transaction<br> costs | - | 301,343 | 114,853 | 510,472 | ||||||||
| Share<br> of (income) loss from investment in associates and joint ventures | 226,940 | 158,415 | (1,001,002 | ) | 230,675 | |||||||
| Interest<br> and accretion | 414,203 | 430,538 | 2,963,981 | 1,702,839 | ||||||||
| Loss<br> on settlement of deferred payment liability | - | - | 3,302,824 | - | ||||||||
| Loss<br> (gain) on revaluation of deferred payment liability | 332,208 | 33,162 | (539,555 | ) | 122,346 | |||||||
| Loss<br> on derecognition of long-term debt | 482,282 | - | 482,282 | - | ||||||||
| Gain<br> on repayment of long-term debt | - | - | - | (39,502 | ) | |||||||
| Gain<br> on sale of intangible assets | (4,836,075 | ) | - | (4,836,075 | ) | - | ||||||
| Gain<br> on player buyouts | (24,660 | ) | - | (505,197 | ) | - | ||||||
| Change<br> in fair value of investment | - | 288,093 | - | 444,764 | ||||||||
| Loss<br> on settlement of vendor-take-back loan | - | - | - | 316,241 | ||||||||
| Interest<br> income | (5,257 | ) | (9,315 | ) | (7,978 | ) | (50,546 | ) | ||||
| Net<br> loss before income taxes | (37,910,574 | ) | (12,430,955 | ) | (66,400,659 | ) | (38,801,326 | ) | ||||
| Income<br> taxes | ||||||||||||
| Current<br> tax expense | 202,185 | 127,101 | 509,431 | 161,138 | ||||||||
| Deferred<br> tax recovery | (1,018,542 | ) | (130,212 | ) | (1,902,714 | ) | (255,273 | ) | ||||
| Net<br> loss for the period | (37,094,217 | ) | (12,427,844 | ) | (65,007,376 | ) | (38,707,191 | ) | ||||
| Other<br> comprehensive income | ||||||||||||
| Items<br> that may be reclassified to profit or loss | ||||||||||||
| Foreign<br> currency translation adjustment | 6,904,338 | 124,873 | 8,764,205 | 3,579 | ||||||||
| Net<br> loss and comprehensive loss for the period | $ | (30,189,879 | ) | $ | (12,302,971 | ) | $ | (56,243,171 | ) | $ | (38,703,612 | ) |
| Net<br> loss per share, basic and diluted | $ | (0.25 | ) | $ | (0.10 | ) | $ | (0.46 | ) | $ | (0.33 | ) |
| Weighted<br> average number of common shares outstanding, basic and diluted | 150,257,805 | 126,395,192 | 140,930,554 | 118,514,822 |
EnthusiastGaming Holdings Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the nine months ended September 30, 2022 and 2021
| (Unaudited<br> - Expressed in Canadian Dollars) | ||||||
|---|---|---|---|---|---|---|
| September 30,<br> 2022 | September 30,<br> 2021 | |||||
| Cash<br> flows from operating activities | ||||||
| Net<br> loss for the period | $ | (65,007,376 | ) | $ | (38,707,191 | ) |
| Items<br> not affecting cash: | ||||||
| Goodwill<br> impairment | 31,281,286 | - | ||||
| Amortization<br> and depreciation | 13,257,813 | 5,668,276 | ||||
| Share-based<br> compensation | 5,336,617 | 14,690,294 | ||||
| Interest<br> and accretion | 2,266,161 | 606,060 | ||||
| Deferred<br> tax recovery | (1,902,714 | ) | (255,273 | ) | ||
| Share<br> of (income) loss from investment in associates and joint ventures | (1,001,002 | ) | 230,675 | |||
| Gain<br> on sale of intangible assets | (4,876,659 | ) | - | |||
| Loss<br> on settlement of deferred payment liability | 3,302,824 | - | ||||
| (Gain)<br> loss on revaluation of deferred payment liability | (539,555 | ) | 122,346 | |||
| Foreign<br> exchange gain | (1,416,264 | ) | (101,302 | ) | ||
| Gain<br> on player buyouts | (505,197 | ) | - | |||
| Gain<br> on settlement of accounts payable | (587,769 | ) | - | |||
| Loss<br> on derecognition of long-term debt | 482,282 | - | ||||
| Gain<br> on repayment of long-term debt | - | (39,502 | ) | |||
| Loss<br> on settlement of vendor-take-back loan | - | 316,241 | ||||
| Shares<br> for services | 84,388 | 110,565 | ||||
| Change<br> in fair value of investment | - | 444,764 | ||||
| Changes<br> in working capital: | ||||||
| Changes<br> in trade and other receivables | (2,476,193 | ) | (3,896,016 | ) | ||
| Changes<br> in prepaid expenses | (645,919 | ) | (2,584,504 | ) | ||
| Changes<br> in loans receivable | 125,995 | 37,500 | ||||
| Changes<br> in accounts payable and accrued liabilities | 2,479,331 | 2,383,538 | ||||
| Changes<br> in contract liabilities | 559,566 | 881,756 | ||||
| Changes<br> in income tax | 371,458 | 209,890 | ||||
| Income<br> tax paid | (93,433 | ) | (359,358 | ) | ||
| Net<br> cash used in operating activities | (19,504,360 | ) | (20,241,241 | ) | ||
| Cash<br> flows from investing activities | ||||||
| Cash<br> paid for mergers and acquisitions | (2,937,520 | ) | (27,071,176 | ) | ||
| Cash<br> acquired from mergers and acquisitions | 1,748,602 | 489,107 | ||||
| Proceeds<br> from sale of intangible assets | 5,460,959 | - | ||||
| Proceeds<br> from player buyouts, net of transaction costs | 505,197 | - | ||||
| Repayment<br> of deferred payment liability | (472,833 | ) | - | |||
| Investment<br> in associates and joint venture | - | (125,000 | ) | |||
| Acquisition<br> of property and equipment | (5,245 | ) | (3,398 | ) | ||
| Net<br> cash provided by (used in) investing activities | 4,299,160 | (26,710,467 | ) | |||
| Cash<br> flows from financing activities | ||||||
| Proceeds<br> from the issuance of shares for Offerings, net of transaction costs | - | 95,150,810 | ||||
| Proceeds<br> from long-term debt, net of transaction costs | 13,621,717 | 944,787 | ||||
| Repayment<br> of long-term debt | (5,362,673 | ) | (14,023,470 | ) | ||
| Proceeds<br> from exercise of options | 69,821 | 784,431 | ||||
| Repayment<br> of vendor-take-back loan | - | (6,158,329 | ) | |||
| Repayment<br> of other long-term debt | (13,026 | ) | - | |||
| Lease<br> payments | (705,075 | ) | (531,085 | ) | ||
| Net<br> cash provided by financing activities | 7,610,764 | 76,167,144 | ||||
| Foreign<br> exchange effect on cash | 756,034 | (12,725 | ) | |||
| Net<br> change in cash | (6,838,402 | ) | 29,202,711 | |||
| Cash,<br> beginning of period | 22,654,262 | 4,323,823 | ||||
| Cash, end of period | $ | 15,815,860 | $ | 33,526,534 |