GameSquare Holdings, Inc 6-K, filed Nov 16, 2023
GameSquare Holdings, Inc. (GAME)
About this 6-K
GameSquare Holdings, Inc filed this 6-K on November 16, 2023.
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 2023.
Commission File Number: 001-39389
| GameSquare Holdings, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ⊠ Form 40-F □
SIGNATURE
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.
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| GAMESQUARE HOLDINGS, INC. |
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| (Registrant) |
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| Date: | November 15, 2023 | By: | /s/ Justin Kenna |
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| Name: | Justin Kenna |
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| Title: | Chief Executive Officer and Director |
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| 2 |
EXHIBIT INDEX
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EXHIBIT 99.1
GameSquare Holdings Reports Third Quarter 2023 Results
Third quarter revenue increased 58% year-over-year to a quarterly record of $16 million, reflecting the contribution from the Engine Gaming acquisition, and strong organic growth
GameSquare expects accelerating sales growth in the fourth quarter and in 2024
November 15, 2023, Toronto, Ontario – GameSquare Holdings, Inc. ("GameSquare", or the "Company") (NASDAQ:GAME) (TSXV:GAME) today announced financial results for the three and nine-months ended September 30, 2023.
“2023 is shaping up to be a transformative year for GameSquare with the completion of the Engine Gaming acquisition in April, and the planned acquisition of FaZe Clan that was announced in October. Acquisitions are an important component of our strategic growth plan and support our efforts to quickly reach scale and drive profitability, while simultaneously creating a modern, end-to-end platform to connect global brands with gaming and youth audiences. We are also experiencing strong organic growth as record third quarter sales increased 13% from the 2023 second quarter, and our pipeline remains at record levels,” said Justin Kenna, CEO of GameSquare.
“I am pleased with the progress we are making integrating the Engine Gaming acquisition. Since the acquisition closed, we have removed $6.1 million of annualized cash operating expenses, when comparing proforma combined results from the 2023 first quarter to the 2023 third quarter. In addition, the recently announced definitive agreement to sell Frankly Media’s radio assets for $4 million will further strengthen our balance sheet and streamline our business to support our core marketing, gaming, creative, and technology solutions and capabilities.”
“We are also benefiting from significant revenue synergies as we offer more services to more customers. A great example is the growth we are experiencing in performance marketing activations as we combine the science of Engine Gaming's technology assets with GameSquare's creative agencies. Performance marketing initiatives alone are expected to produce $8 to $10 million in annual revenue in 2024. We are excited to replicate the success of the Engine Gaming acquisition with the recently announced FaZe Clan acquisition. The acquisition of one of the biggest names in gaming serves as a perfect illustration of how we have built a powerful infrastructure with expansive scale that we can use to leverage the full spectrum of resources within the GameSquare ecosystem,” Mr. Kenna continued.
“As we look to the seasonally strong fourth quarter, and into 2024, I am extremely excited by the direction we are headed and the opportunities we have to create significant value for our shareholders. While the economic environment has remained difficult throughout 2023, we believe we are well positioned to navigate any near-term challenges because of the strong platform we have assembled and the value we provide brands,” concluded Mr. Kenna.
Definitive Agreement to Acquire FaZe Holdings Inc. ("FaZe Clan")
On October 20, 2023, GameSquare and FaZe Clan announced that the two companies have entered into a definitive agreement pursuant to which GameSquare will acquire FaZe Clan in an arm's length all-stock transaction. The acquisition brings together two complementary businesses to create one of the world's leading content, media and entertainment companies focused on gaming, esports, and youth culture. The combined company will be powered by a progressive end-to-end platform of leading media and agency organizations, gaming and esport teams, creative services, and technology capabilities. Combined, FaZe Clan and GameSquare generated annual revenue of approximately $138 million and achieved a 26.3% gross margin in 2022. Management expects to realize over $18 million in run-rate cost savings from the FaZe Clan acquisition, supported by reduced duplicate corporate costs and other cost savings.
Definitive Agreement to Sell GameSquare’s Non-Core Radio Assets
On November 9, 2023, GameSquare and its Frankly Media LLC subsidiary ("Frankly") entered into a definitive agreement with SoCast, Inc. ("SoCast") for SoCast's acquisition of Frankly's radio business assets. Frankly provides an online content management platform and related content services for approximately 700+ radio stations. In exchange for the Frankly technology platform and customer accounts, SoCast has agreed to pay Frankly US$4 million, which includes US$3 million upon closing of the transaction and up to an additional US$1 million based on future revenue derived from the radio assets. The transaction is expected to close by the end of November 2023.
Three months ending September 30, 2023, compared to September 30, 2022
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| · | Revenue of $16.0 million, compared to $10.1 million |
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| · | Gross margin of $4.4 million, compared to $3.6 million |
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| · | Net loss of $5.1 million, compared to a net loss of $4.2 million |
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| · | Adjusted EBITDA loss of $3.6 million, compared to a loss of $3.2 million |
Nine months ending September 30, 2023, compared to September 30, 2022
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| · | Revenue of $35.2 million, compared to $21.8 million |
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| · | Gross margin of $10.4 million, compared to $8.2 million |
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| · | Net loss of $13.5 million, compared to a net loss of $10.7 million |
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| · | Adjusted EBITDA loss of $10.0 million, compared to a loss of $7.3 million |
Three months ending, September 30, 2023, compared to Proforma March 31, 2023 (Includes the results of Engine for the three months ending March 31, 2023)
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| · | Revenue of $16.0 million, compared to $13.7 million |
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| · | Gross margin of $4.4 million, compared to $4.2 million |
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| · | Net loss of $5.1 million, compared to a net loss of $12.3 million |
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| · | Adjusted EBITDA loss of $3.6 million, compared to a loss of $5.1 million |
Conference Call Details
In lieu of a traditional conference call, GameSquare is bringing Wall Street to Gen Z by hosting its third quarter 2023 earnings call on Twitch. The first-ever public company earnings livestream on Twitch will be hosted by GameSquare CEO Justin Kenna, who will be joined by the Company’s Chief Innovation Officer and global gaming superstar Tyler “Ninja” Blevins. Shareholders, investors, fans and media are encouraged to join via https://twitch.tv/Ninja on Wednesday, November 15, 2023, at 5:00 pm ET.
Date: Wednesday, November 15, 2023
Time: 5:00 pm ET
Livestream: https://twitch.tv/Ninja
Corporate Contact
Lou Schwartz, President
Phone: (216) 464-6400
Email: ir@gamesquare.com
Investor Relations
Andrew Berger
Phone: (216) 464-6400
Email: ir@gamesquare.com
Media Relations
Chelsey Northern / The Untold
Phone: (254) 855-4028
Email: pr@gamesquare.com
| 2 |
About GameSquare Holdings, Inc.
GameSquare Holdings, Inc. (NASDAQ:GAME | TSXV:GAME) is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare's end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Cut+Sew (Zoned), a gaming and lifestyle marketing agency, USA, Code Red Esports Ltd., a UK based esports talent agency, Complexity Gaming, a leading esports organization, Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform. www.gamesquare.com.
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the Company's future performance and revenue; continued growth and profitability; the Company's ability to execute its business plan; and the proposed use of net proceeds of the Offering. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company being able to grow its business and being able to execute on its business plan, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company's ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company's portfolio across entertainment and media platforms, dependence on the Company's key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company's most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
| 3 |
GameSquare Holdings Inc. Third Quarter Financial Results
Unaudited Condensed Interim Consolidated Statements of Financial Position
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| September 30, 2023 |
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| December 31, 2022 |
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| $ |
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| $ |
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| ASSETS |
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| Current |
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| Cash |
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| 2,447,065 |
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| 977,413 |
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| Restricted cash |
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| 47,465 |
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| - |
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| Accounts and other receivables |
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| 14,891,959 |
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| 8,331,120 |
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| Government remittances |
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| 1,215,221 |
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| - |
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| Prepaid expenses and other current assets |
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| 1,356,907 |
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| 788,227 |
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| 19,958,617 |
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| 10,096,760 |
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| Non-Current |
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| Investment at FVTPL |
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| 3,188,749 |
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| - |
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| Property and equipment |
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| 2,613,896 |
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| 3,001,883 |
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| Goodwill |
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| 25,600,499 |
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| - |
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| Intangible assets |
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| 20,523,724 |
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| 4,609,837 |
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| Right-of-use assets |
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| 2,102,857 |
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| 2,385,330 |
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|
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| 54,029,725 |
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| 9,997,050 |
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|
|
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| 73,988,342 |
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| 20,093,810 |
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| September 30, 2023 |
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| December 31, 2022 |
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| $ |
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| $ |
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| LIABILITIES |
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| Current |
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| Accounts payable |
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| 20,219,131 |
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| 4,848,854 |
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| Accrued liabilities |
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| 5,867,495 |
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| 3,180,208 |
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| Consideration payable |
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| - |
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| 260,000 |
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| Players liability account |
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| 47,465 |
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|
| - |
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| Deferred revenue |
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| 2,292,168 |
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| 1,092,982 |
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| Lease liabilities, current |
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| 736,933 |
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| 336,229 |
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| Credit facility payable |
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| - |
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| 802,328 |
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| Line of credit |
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| 1,036,516 |
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| - |
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| Warrant liability |
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| 136,711 |
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| - |
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| Convertible debt, current |
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| 5,095,175 |
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| - |
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| Arbitration reserve |
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| 517,875 |
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| - |
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| 35,949,469 |
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| 10,520,601 |
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| Convertible debt, non-current |
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| 1,500,844 |
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| - |
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| Lease liabilities, non-current |
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| 2,089,699 |
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| 2,362,448 |
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| Deferred tax liability |
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| 50,117 |
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| 55,096 |
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|
|
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| 3,640,660 |
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| 2,417,544 |
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|
|
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| 39,590,129 |
|
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| 12,938,145 |
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| SHAREHOLDERS' EQUITY (DEFICIENCY) |
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| Share capital |
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| 84,115,256 |
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| 43,375,158 |
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| Contributed surplus |
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| 4,902,435 |
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| 3,296,668 |
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| Warrants |
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| 30,000 |
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| 1,925,238 |
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| Contingently issuable shares |
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| - |
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| 131,184 |
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| Accumulated other comprehensive (loss) income |
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| (168,366 | ) |
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| (269,053 | ) |
| Deficit |
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| (54,481,112 | ) |
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| (41,303,530 | ) |
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|
|
| 34,398,213 |
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|
| 7,155,665 |
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|
|
|
| 73,988,342 |
|
|
| 20,093,810 |
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| 4 |
Unaudited Condensed Interim Consolidated Statements of Income (loss)
and Comprehensive Income (loss)
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| For the three months ended |
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| For the nine months ended |
| ||||||||||
|
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| September 30, 2023 |
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| September 30, 2022 |
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| September 30, 2023 |
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| September 30, 2022 |
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| CONTINUING OPERATIONS |
| $ |
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| $ |
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| $ |
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| $ |
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| REVENUE |
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| Revenue |
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| 16,045,049 |
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| 10,133,280 |
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| 35,234,572 |
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| 21,829,246 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Cost of sales |
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| 11,641,387 |
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| 6,547,235 |
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| 24,833,233 |
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| 13,580,839 |
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| Gross profit |
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| 4,403,662 |
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|
| 3,586,045 |
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| 10,401,339 |
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| 8,248,407 |
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| EXPENSES |
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|
|
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| Salaries, consulting and management fees |
|
| 4,911,533 |
|
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| 2,413,028 |
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| 13,434,380 |
|
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| 7,442,140 |
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| Player compensation |
|
| 578,034 |
|
|
| 426,705 |
|
|
| 1,604,832 |
|
|
| 1,315,745 |
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| Professional fees |
|
| 529,007 |
|
|
| 437,672 |
|
|
| 957,057 |
|
|
| 1,425,585 |
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| Advertising and promotion |
|
| 212,961 |
|
|
| 2,780,025 |
|
|
| 864,617 |
|
|
| 3,239,090 |
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| Office and general |
|
| 1,351,182 |
|
|
| 790,666 |
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|
| 3,222,909 |
|
|
| 2,172,181 |
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| Technology expenses |
|
| 155,798 |
|
|
| - |
|
|
| 314,712 |
|
|
| - |
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| Amortization and depreciation |
|
| 1,023,849 |
|
|
| 669,490 |
|
|
| 2,650,013 |
|
|
| 2,030,108 |
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| Share-based payments |
|
| 405,907 |
|
|
| 265,105 |
|
|
| 1,288,292 |
|
|
| 1,206,332 |
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| Interest expense |
|
| 265,350 |
|
|
| 55,373 |
|
|
| 528,016 |
|
|
| 270,185 |
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| (Gain) loss on foreign exchange |
|
| 223,820 |
|
|
| (20,695 | ) |
|
| 2,202 |
|
|
| (66,675 | ) |
| Change in provision for reclamation deposit |
|
| - |
|
|
| 15,403 |
|
|
| - |
|
|
| 15,403 |
|
| Transaction costs |
|
| 688,935 |
|
|
| - |
|
|
| 2,186,916 |
|
|
| - |
|
| Arbitration settlement reserve |
|
| (212,234 | ) |
|
| - |
|
|
| (951,878 | ) |
|
| - |
|
| Restructuring costs |
|
| 92,334 |
|
|
| - |
|
|
| 386,620 |
|
|
| - |
|
| Legal settlement |
|
| 3,381 |
|
|
| - |
|
|
| 187,105 |
|
|
| - |
|
| Change in fair value of warrant liability |
|
| (133,216 | ) |
|
| - |
|
|
| (1,844,094 | ) |
|
| - |
|
| Change in fair value of convertible debt |
|
| (86,127 | ) |
|
| - |
|
|
| (541,136 | ) |
|
| - |
|
|
|
|
| 10,010,514 |
|
|
| 7,832,772 |
|
|
| 24,290,563 |
|
|
| 19,050,094 |
|
| Net loss for the period before discontinued operations and taxes |
|
| (5,606,852 | ) |
|
| (4,246,727 | ) |
|
| (13,889,224 | ) |
|
| (10,801,687 | ) |
| Income tax recovery |
|
| 11,469 |
|
|
| 17,770 |
|
|
| 16,496 |
|
|
| 54,276 |
|
| Net loss for the period before discontinued operations |
|
| (5,595,383 | ) |
|
| (4,228,957 | ) |
|
| (13,872,728 | ) |
|
| (10,747,411 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposition of assets available for sale |
|
| - |
|
|
| 46,915 |
|
|
| - |
|
|
| 46,915 |
|
| Gain (loss) from discontinued operations |
|
| 534,288 |
|
|
| - |
|
|
| 358,194 |
|
|
| - |
|
| Net loss for the period from discontinued operations |
|
| 534,288 |
|
|
| 46,915 |
|
|
| 358,194 |
|
|
| 46,915 |
|
| Net loss for the period |
|
| (5,061,095 | ) |
|
| (4,182,042 | ) |
|
| (13,514,534 | ) |
|
| (10,700,496 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will subsequently be reclassified to operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation |
|
| 212,040 |
|
|
| (372,085 | ) |
|
| 100,687 |
|
|
| (507,302 | ) |
| Total comprehensive loss for the period |
|
| (4,849,055 | ) |
|
| (4,554,127 | ) |
|
| (13,413,847 | ) |
|
| (11,207,798 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Loss) profit for the period attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Owners of the parent |
|
| (5,061,095 | ) |
|
| (4,182,042 | ) |
|
| (13,514,534 | ) |
|
| (10,714,214 | ) |
| Non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 13,718 |
|
|
|
|
| (5,061,095 | ) |
|
| (4,182,042 | ) |
|
| (13,514,534 | ) |
|
| (10,700,496 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted net loss per share - continuing operations |
|
| (0.43 | ) |
|
| (0.75 | ) |
|
| (1.32 | ) |
|
| (2.04 | ) |
| Basic and diluted net loss per share - discontinued operations |
|
| 0.04 |
|
|
| 0.01 |
|
|
| 0.03 |
|
|
| 0.01 |
|
| Basic and diluted net loss per share |
|
| (0.39 | ) |
|
| (0.74 | ) |
|
| (1.29 | ) |
|
| (2.03 | ) |
| Weighted average number of common shares outstanding - basic and diluted |
|
| 12,925,828 |
|
|
| 5,626,966 |
|
|
| 10,510,845 |
|
|
| 5,268,210 |
|
| 5 |
Adjusted EBITDA Loss Reconciliation
We believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses. We define "Adjusted EBITDA" as EBITDA adjusted to exclude extraordinary items, non-recurring items and, other non-cash items, including, but not limited to (i) share based compensation expense, (ii) non-recurring arbitration settlement costs (iii) intangible and goodwill impairments and loss on disposal of assets (iv) loss from discontinued operations (v) transaction costs related to merger and acquisition activities, (vi) change in fair values on warrants and convertible debt and (vii) restructuring costs.
Reconciliation of Non-IFRS Measures
A reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable measure determined under IFRS is set out below for the three and nine months ended September 30, 2023 and 2022.
|
|
| For the three months ended |
|
| For the three months ended |
|
| For the nine months ended |
|
| For the nine months ended |
| ||||
|
|
| September 30, 2023 |
|
| September 30, 2022 |
|
| September 30, 2023 |
|
| September 30, 2022 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Net income (loss) |
|
| (5,061,095 | ) |
|
| (4,182,042 | ) |
|
| (13,514,534 | ) |
|
| (10,700,496 | ) |
| Interest expense |
|
| 265,350 |
|
|
| 55,373 |
|
|
| 528,016 |
|
|
| 270,185 |
|
| Income tax recovery |
|
| (11,469 | ) |
|
| (17,770 | ) |
|
| (16,496 | ) |
|
| (54,276 | ) |
| Amortization and depreciation |
|
| 1,023,849 |
|
|
| 669,490 |
|
|
| 2,650,013 |
|
|
| 2,030,108 |
|
| Share-based payments |
|
| 405,907 |
|
|
| 265,105 |
|
|
| 1,288,292 |
|
|
| 1,206,332 |
|
| Change in provision for reclamation deposit |
|
| - |
|
|
| 15,403 |
|
|
| - |
|
|
| 15,403 |
|
| Transaction costs |
|
| 688,935 |
|
|
| - |
|
|
| 2,186,916 |
|
|
| - |
|
| Arbitration settlement reserve |
|
| (212,234 | ) |
|
| - |
|
|
| (951,878 | ) |
|
| - |
|
| Restructuring costs |
|
| 92,334 |
|
|
| - |
|
|
| 386,620 |
|
|
| - |
|
| Legal settlement |
|
| 3,381 |
|
|
| - |
|
|
| 187,105 |
|
|
| - |
|
| Change in fair value of warrant liability |
|
| (133,216 | ) |
|
| - |
|
|
| (1,844,094 | ) |
|
| - |
|
| Change in fair value of convertible debt |
|
| (86,127 | ) |
|
| - |
|
|
| (541,136 | ) |
|
| - |
|
| Gain on disposition of assets available for sale |
|
| - |
|
|
| (46,915 | ) |
|
| - |
|
|
| (46,915 | ) |
| (Gain) loss from discontinued operations |
|
| (534,288 | ) |
|
| - |
|
|
| (358,194 | ) |
|
| - |
|
| Adjusted EBITDA |
|
| (3,558,673 | ) |
|
| (3,241,356 | ) |
|
| (9,999,370 | ) |
|
| (7,279,659 | ) |
| 6 |