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 August 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 August 15, 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 | |
| Alex Macdonald | ||
| Date: August 15, 2022 | Chief Financial Officer |
Exhibit 99.1
Enthusiast Gaming Announces Second Quarter 2022 Results
Revenue of $51.1 million, up 38%
Gross profit of $15.3 million, up 91%
Gross margin of 30%, up 840 bps
LOS ANGELES, Aug. 15, 2022 -- EnthusiastGaming Holdings Inc. (“Enthusiast Gaming” or the “Company”) (NASDAQ:EGLX; TSX:EGLX), an integrated gaming entertainment company, today announced financial results for the three and six months ended June 30, 2022.
“During the first half of 2022,we delivered our strongest half-year results to date, led by accelerated revenue growth and substantial gross margin expansion. Q2 2022was strong, with gross profit up 91% versus Q2 2021, driven by more subscription revenue and higher direct sales with repeat and new customers,” commented Adrian Montgomery, CEO of Enthusiast Gaming. “These results were made possible by the commitment and dedicationof our over 250 global staff that make us better each day. As we refine our flywheel model, we continue to unlock new revenue opportunities,while expanding our margin and driving towards near-term profitability.”
Q2 2022 Financial Highlights
• Revenue of $51.1 million, a 38% increase vs revenue of $37.1 million in Q2 2021. The year-over-year increase in revenue was driven by increased direct sales, higher subscription revenue, the acquisitions and growth of the Addicting Games and U.GG properties, and higher RPMs across both web and video.
• Gross profit of $15.3 million, a 91% increase vs gross profit of $8.0 million in Q2 2021, and the highest quarterly gross profit to date.
• Gross margin of 30.0%, an increase of 840 bps vs gross margin of 21.6% in Q2 2021. The increase in gross margin is driven by the increase in direct sales and subscription revenue, and strong performances by Addicting Games and U.GG.
• Direct sales of $9.3 million, a 111% increase vs direct sales of $4.4 million in Q2 2021. Renewals and additional business with existing customers accounted for 71% of direct sales. Direct sales are included in revenue.
• Subscription revenue of $3.5 million, a 75% increase vs subscription revenue of $2.0 million in Q2 2021. The increase in subscription revenue was driven by an increase in paid subscribers and pricing optimization. Paid subscribers were 258,000 as at June 30, 2022, a 66% increase vs paid subscribers of 155,000 as at June 30, 2021.
• On June 2, 2022, the Company settled certain deferred and earn-out payments with a face value of over US$40 million in connection with its acquisitions of Addicting Games, Outplayed, and Vedatis, through the issuance of an aggregate of 16,168,836 common shares at an implied weighted average value of US$2.47 per share.
Q2 2022 Operational Highlights
• Renewals or new business with key notable partners including Adidas, US Navy, StateFarm, HBO Max, Lego, Universal Pictures, P&G, Fanduel, Toyota, Logitech, the FDA and RBC.
• Activated on its partnership with Fractal, an NFT marketplace co-founded by Justin Kan, co-founder of Twitch, resulting in over 3,500 NFTs being minted by the Company and integrated into one of the Company’s HTML5-based games, EV.IO (playable at www.ev.io).
• Continued product advancements including the expansion of the U.GG desktop app, and the introduction of in-game advertising and play-to-earn for certain Addicting Games titles.
• Expansion of Luminosity into new titles including Rocket League, Apex Legends, and Halo.
• Hosted Pocket Gamer Connects Seattle in May, and subsequent to the quarter hosted Pocket Gamer Connects Toronto in July, marking a continued return of live events for the Company.
Industry Update
The Company also congratulates FaZe Holdings Inc. on its recent NASDAQ listing, the completion of which demonstrates investor confidence in the industry. The Company believes an increased number of publicly-traded gaming and esports companies provides investors with useful comparables and additional data points for analysis.
Earnings Announcement and Supplemental Information
Management will host a conference call and webcast on August 15, 2022, at 5:00 p.m. Eastern Time to review and discuss the second quarter 2022 results.
Please call the following numbers to participate:
North America (toll-free): 1-855-327-6837 International: 1-631-891-4304
Conference ID: 10019972
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 six months ended June 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.
Condensed Consolidated Interim Statements of Financial Position
As of June 30, 2022 and December 31, 2021
| (Unaudited - Expressed in Canadian Dollars) | ||||||
|---|---|---|---|---|---|---|
| June 30, 2022 | December 31, 2021 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 14,939,342 | $ | 22,654,262 | ||
| Trade and other receivables | 32,477,168 | 33,801,990 | ||||
| Investments | 131,440 | 131,342 | ||||
| Loans receivable | 50,935 | 176,931 | ||||
| Income tax receivable | 323,228 | 356,366 | ||||
| Prepaid expenses | 3,743,564 | 2,145,184 | ||||
| Total current assets | 51,665,677 | 59,266,075 | ||||
| Non-current | ||||||
| Property and equipment | 208,722 | 247,988 | ||||
| Right-of-use assets | 2,451,209 | 2,885,662 | ||||
| Investment in associates and joint ventures | 2,113,211 | 885,269 | ||||
| Long-term portion of prepaid expenses | 266,220 | 261,922 | ||||
| Intangible assets | 123,689,984 | 129,138,595 | ||||
| Goodwill | 198,383,073 | 195,097,659 | ||||
| Total assets | $ | 378,778,096 | $ | 387,783,170 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities | $ | 41,620,596 | $ | 34,391,221 | ||
| Contract liabilities | 4,549,149 | 3,890,569 | ||||
| Income tax payable | 276,464 | 114,094 | ||||
| Current portion of long-term debt | 2,000,000 | 2,000,000 | ||||
| Current portion of deferred payment liability | 2,214,036 | 27,244,146 | ||||
| Current portion of lease contract liabilities | 796,717 | 796,835 | ||||
| Current portion of other long-term debt | 14,129 | 11,121 | ||||
| Total current liabilities | 51,471,091 | 68,447,986 | ||||
| Non-current | ||||||
| Long-term debt | 6,770,708 | 7,681,867 | ||||
| Long-term portion of deferred payment liability | 1,060,322 | 20,794,275 | ||||
| Long-term lease contract liabilities | 1,890,435 | 2,213,512 | ||||
| Other long-term debt | 138,147 | 136,324 | ||||
| Deferred tax liability | 25,592,497 | 25,740,885 | ||||
| Total liabilities | $ | 86,923,200 | $ | 125,014,849 | ||
| Shareholders' Equity | ||||||
| Share capital | 437,952,908 | 387,087,948 | ||||
| Contributed surplus | 29,760,268 | 25,485,361 | ||||
| Accumulated other comprehensive income | 2,387,033 | 527,166 | ||||
| Deficit | (178,245,313 | ) | (150,332,154 | ) | ||
| Total shareholders' equity | 291,854,896 | 262,768,321 | ||||
| Total liabilities and shareholders' equity | $ | 378,778,096 | $ | 387,783,170 |
Enthusiast Gaming Holdings Inc.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
For the three and six months ended June 30, 2022 and 2021
| (Unaudited - Expressed in Canadian Dollars) | For the three months ended | For the six months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30,2022 | June 30, 2021 | June 30,2022 | June 30, 2021 | |||||||||
| Revenue | $ | 51,119,028 | $ | 37,057,601 | $ | 98,286,566 | $ | 67,079,936 | ||||
| Cost of sales | 35,775,863 | 29,038,301 | 69,452,022 | 53,129,628 | ||||||||
| Gross margin | 15,343,165 | 8,019,300 | 28,834,544 | 13,950,308 | ||||||||
| Operating expenses | ||||||||||||
| Professional fees | 667,681 | 1,213,479 | 1,592,502 | 1,950,975 | ||||||||
| Consulting fees | 1,777,003 | 1,075,726 | 3,255,177 | 2,386,353 | ||||||||
| Advertising and promotion | 427,618 | 813,588 | 755,065 | 1,855,942 | ||||||||
| Office and general | 2,681,589 | 2,165,506 | 4,944,494 | 2,872,451 | ||||||||
| Annual general meeting legal and advisory costs | 2,237,200 | - | 2,237,200 | - | ||||||||
| Salaries and wages | 9,112,903 | 5,566,237 | 17,809,778 | 10,194,512 | ||||||||
| Technology support, web development and content | 3,800,203 | 2,698,660 | 7,259,071 | 4,093,543 | ||||||||
| Esports player, team and game expenses | 1,483,360 | 1,465,718 | 2,994,848 | 2,994,323 | ||||||||
| Foreign exchange gain | (633,789 | ) | (1,066,122 | ) | (625,202 | ) | (1,076,255 | ) | ||||
| Share-based compensation | 3,128,625 | 3,958,309 | 4,514,806 | 9,718,345 | ||||||||
| Amortization and depreciation | 4,435,374 | 1,659,583 | 9,202,398 | 3,295,437 | ||||||||
| Total operating expenses | 29,117,767 | 19,550,684 | 53,940,137 | 38,285,626 | ||||||||
| Other expenses (income) | ||||||||||||
| Transaction costs | 114,853 | 209,129 | 114,853 | 209,129 | ||||||||
| Share of net (income) loss from investment in associates and joint ventures | (931,901 | ) | (6,158 | ) | (1,227,942 | ) | 72,260 | |||||
| Interest and accretion | 1,119,109 | 480,987 | 2,549,778 | 1,272,301 | ||||||||
| Loss on settlement of deferred payment liability | 3,302,824 | - | 3,302,824 | - | ||||||||
| Gain on player buyouts | (480,537 | ) | - | (480,537 | ) | - | ||||||
| Change in fair value of investment | - | 160,655 | - | 156,671 | ||||||||
| Gain on repayment of long-term debt | - | - | - | (39,502 | ) | |||||||
| Loss on settlement of vendor-take-back loan | - | 316,241 | - | 316,241 | ||||||||
| Loss (gain) on revaluation of deferred payment liability | 143,775 | 89,184 | (871,763 | ) | 89,184 | |||||||
| Interest income | (1,320 | ) | (22,911 | ) | (2,721 | ) | (41,231 | ) | ||||
| Net loss before income taxes | (17,041,405 | ) | (12,758,511 | ) | (28,490,085 | ) | (26,370,371 | ) | ||||
| Income taxes | ||||||||||||
| Current tax expense | 196,717 | 48,692 | 307,246 | 34,037 | ||||||||
| Deferred tax recovery | (357,892 | ) | (45,282 | ) | (884,172 | ) | (125,061 | ) | ||||
| Net loss for the period | (16,880,230 | ) | (12,761,921 | ) | (27,913,159 | ) | (26,279,347 | ) | ||||
| Other comprehensive income (loss) | ||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||
| Foreign currency translation adjustment | 3,068,297 | (73,592 | ) | 1,859,867 | (121,294 | ) | ||||||
| Net loss and comprehensive loss for the period | $ | (13,811,933 | ) | $ | (12,835,513 | ) | $ | (26,053,292 | ) | $ | (26,400,641 | ) |
| Net loss loss per share, basic and diluted | $ | (0.12 | ) | $ | (0.11 | ) | $ | (0.20 | ) | $ | (0.23 | ) |
| Weighted average number of common shares outstanding, basic and diluted | 138,745,383 | 117,523,027 | 136,189,630 | 114,509,330 |
Enthusiast Gaming Holdings Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended June 30, 2022 and 2021
| (Unaudited - Expressed in Canadian Dollars) | ||||||
|---|---|---|---|---|---|---|
| June 30, 2022 | June 30, 2021 | |||||
| Cash flows from operating activities | ||||||
| Net loss for the period | $ | (27,913,159 | ) | $ | (26,279,347 | ) |
| Items not affecting cash: | ||||||
| Amortization and depreciation | 9,202,398 | 3,295,437 | ||||
| Share-based compensation | 4,514,806 | 9,718,345 | ||||
| Interest and accretion | 2,143,527 | 465,657 | ||||
| Deferred tax recovery | (884,172 | ) | (125,061 | ) | ||
| Loss on settlement of deferred payment liability | 3,302,824 | - | ||||
| Foreign exchange (gain) loss | (492,716 | ) | 587,716 | |||
| Gain on player buyouts | (480,537 | ) | - | |||
| Gain on repayment of long-term debt | - | (39,502 | ) | |||
| Loss on settlement of vendor-take-back loan | - | 316,241 | ||||
| (Gain) loss on revaluation of deferred payment liability | (871,763 | ) | 89,184 | |||
| Shares for services | 84,388 | 185,662 | ||||
| Change in fair value of investment | - | 156,671 | ||||
| Share of net (income) loss from investment in associates and joint ventures | (1,227,942 | ) | 72,260 | |||
| Changes in working capital: | ||||||
| Changes in trade and other receivables | 1,255,456 | 375,985 | ||||
| Changes in prepaid expenses | (1,598,380 | ) | (3,608,526 | ) | ||
| Changes in loans receivable | 125,995 | 37,500 | ||||
| Changes in accounts payable and accrued liabilities | 7,128,498 | (2,511,575 | ) | |||
| Changes in contract liabilities | 310,858 | 998,992 | ||||
| Changes in income tax | 174,993 | 75,753 | ||||
| Income tax paid | (42,002 | ) | (281,836 | ) | ||
| Net cash used in operating activities | (5,266,928 | ) | (16,470,444 | ) | ||
| Cash flows from investing activities | ||||||
| Cash paid for mergers and acquisitions | (2,937,520 | ) | (12,549,396 | ) | ||
| Cash acquired from mergers and acquisitions | 1,748,602 | 162,674 | ||||
| Proceeds from player buyouts, net of transaction costs | 480,537 | - | ||||
| Deferred payment liability | (472,833 | ) | - | |||
| Acquisition of property and equipment | (4,165 | ) | (3,398 | ) | ||
| Net cash used in investing activities | (1,185,379 | ) | (12,390,120 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from the issuance of shares for Offerings, net of transaction costs | - | 95,183,398 | ||||
| Proceeds from long-term debt, net of transaction costs | - | 944,787 | ||||
| Repayment of long-term debt | (1,000,000 | ) | (13,773,470 | ) | ||
| Proceeds from exercise of options | 69,821 | 784,431 | ||||
| Repayment of vendor-take-back loan | - | (6,158,329 | ) | |||
| Repayment of other long-term debt | (2,826 | ) | - | |||
| Lease payments | (417,092 | ) | (392,175 | ) | ||
| Net cash (used in) provided by financing activities | (1,350,097 | ) | 76,588,642 | |||
| Foreign exchange effect on cash | 87,484 | (684,328 | ) | |||
| Net change in cash | (7,714,920 | ) | 47,043,750 | |||
| Cash, beginning of period | 22,654,262 | 4,323,823 | ||||
| Cash, end of period | $ | 14,939,342 | $ | 51,367,573 |