Meridian Holdings Inc 8-K, filed Jun 14, 2023
Meridian Holdings Inc. (MRDN)
About this 8-K
Meridian Holdings Inc filed this 8-K on June 14, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| The (The NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On June 14, 2023, Golden Matrix Group, Inc. (the “Company”, “we” and “us”) issued a press release disclosing its results of operations for the three and six-month periods ended April 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The Company also posted a presentation relating to its results of operations for the three and six-month periods ended April 30, 2023 on its website at www.goldenmatrix.com/highlights (which information from such website is not incorporated by reference into this Current Report on Form 8-K), a copy of which presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The information contained in this Current Report and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in the press release and presentation. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and presentation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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| Press Release of Golden Matrix Group, Inc., dated June 14, 2023 | |
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104 |
| Inline XBRL for the cover page of this Current Report on Form 8-K |
* Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
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FORWARD-LOOKING STATEMENTS
Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to close the Meridian Bet Purchase Agreement (the “Purchase Agreement”) on the terms set forth in, and pursuant to the required timing set forth in, the Purchase Agreement, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the shareholders of MeridianBet Group or GMGI (collectively, the “Purchase Agreement Parties”) to terminate the Purchase Agreement; the effect of such termination, including breakup and other fees potentially payable in connection therewith; the outcome of any legal proceedings that may be instituted against Purchase Agreement Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions to the Purchase Agreement on a timely basis or at all, including the risk that regulatory and other approvals required for the Purchase Agreement are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or the expected benefits of the transaction; the ability of GMGI to obtain the funding required to complete such acquisition, the terms of such funding, potential dilution caused thereby and/or covenants agreed to in connection therewith; the ability to obtain approval by GMGI’s shareholders on the expected schedule of the transactions contemplated by the Purchase Agreement; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Purchase Agreement; the ability of GMGI to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; the expected synergistic relationships and cost savings from the transactions contemplated by the Purchase Agreement; uncertainty as to the long-term value of the common stock of GMGI following the closing of the Purchase Agreement; the business, economic and political conditions in the markets in which the Purchase Agreement Parties operate; the impact of the COVID-19 pandemic on GMGI; the effect on GMGI and its operations of the ongoing Ukraine/Russia conflict, increased interest rates, recessions and increased inflation; the need for additional financing, the terms of such financing and the availability of such financing; the ability of GMGI and/or its subsidiaries to obtain additional gaming licenses; the ability of GMGI to manage growth; GMGI’s ability to complete acquisitions and the available funding for such acquisitions; disruptions caused by acquisitions; dilution caused by fund raising, the conversion of outstanding preferred stock and/or acquisitions; GMGI’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; GMGI’s expectations for future growth, revenues, and profitability; GMGI’s expectations regarding future plans and timing thereof; GMGI’s reliance on its management; the fact that GMGI’s chief executive officer has voting control over GMGI; related party relationships; the potential effect of economic downturns, recessions, increases in interest rates and inflation, and market conditions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on GMGI’s operations and prospects; GMGI’s ability to protect proprietary information; the ability of GMGI to compete in its market; GMGI’s lack of effective internal controls; dilution caused by efforts to obtain additional financing; the effect of current and future regulation, GMGI’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which GMGI’s programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of GMGI’s products, including potential recessions and global economic slowdowns. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in GMGI’s publicly filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of GMGI’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, GMGI’s Annual Report on Form 10-K for the year ended October 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended April 30, 2023. These reports are available at www.sec.gov.
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The Company cautions that the foregoing list of important factors is not complete, and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to GMGI or any person acting on behalf of any Purchase Agreement Parties are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on GMGI’s future results. The forward-looking statements included in this press release are made only as of the date hereof. GMGI cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, GMGI undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that is not paid for by GMGI. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote, proxy or approval in connection with the Purchase Agreement or related transactions. In connection with the transactions contemplated by the Purchase Agreement, GMGI plans to file with the Securities and Exchange Commission (SEC) a proxy statement to seek shareholder approval for the Purchase Agreement and the issuance of shares of common stock in connection therewith, which, when finalized, will be sent to the shareholders of GMGI seeking their approval of the respective transaction-related proposals, as well as other documents regarding the proposed transactions. This communication is not a substitute for any proxy statement or other document GMGI may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GMGI AND THE PURCHASE AGREEMENT AND THE PROPOSED PURCHASE TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from GMGI at its website, https://goldenmatrix.com/investors-overview/. Documents filed with the SEC by GMGI will be available free of charge on the “Investors,” “SEC Filings” page of our website at https://goldenmatrix.com/investors-overview/sec-filings/ or, alternatively, by directing a request by mail, email or telephone to GMGI at 3651 Lindell Road, Suite D131, Las Vegas, NV 89103; ir@goldenmatrix.com, or (702) 318-7548, respectively.
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective shareholders of GMGI in respect of the transactions contemplated by the Purchase Agreement under the rules of the SEC. Information about GMGI’s directors and executive officers and their ownership of GMGI is available in GMGI’s Annual Report on Form 10-K for the year ended October 31, 2022.
The sellers, MeridianBet Group, and their respective directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from GMGI’s shareholders in connection with the Purchase Agreement. A list of the names of such parties and information regarding their interests in the Purchase Agreement will be included in the proxy statement for the Purchase Agreement when available.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the Purchase Agreement when they become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from GMGI using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Purchase Agreement and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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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, hereunto duly authorized.
| GOLDEN MATRIX GROUP, INC. |
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Date: June 14, 2023 | By: | /s/ Anthony Brian Goodman |
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| Anthony Brian Goodman |
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| Chief Executive Officer |
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EXHIBIT 99.1
Golden Matrix Reports Second Quarter Financial Results
LAS VEGAS, NV, June 14, 2023 - Golden Matrix Group Inc. (NASDAQ:GMGI), developer, licensor and global operator of online gaming and eCommerce platforms, systems and gaming content, today reported financial results for its second fiscal quarter ended April 30, 2023.
| · | Q2 revenues of $10.3 million, an increase of 21% on revenues of $8.5 million in the like year-ago quarter. |
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| · | Q2 net income (loss) of $(534,000) versus $586,984 in the like year-ago quarter. |
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| · | Adjusted Q2 ’23 EBITDA of $452,000.* |
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| · | Revenues of $21.1 million in the first six months of fiscal ‘23, an increase of 21% on revenues of $17.4 million in the comparable year-ago period; |
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| · | Net income (loss) of $(977,000) in the first six months versus $936,363 in the comparable year-ago period. |
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| · | Adjusted first half ’23 EBITDA of $1.3 million.* |
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| · | Cash and cash equivalents of $15.7 million, current assets of $21.8 million, and total assets of $34.8 million as of April 30, 2023. |
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| · | Total liabilities of $3.95 million, with only $9,000 non-current as of April 30, 2023. |
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| · | Working capital of $17.8 million and current ratio of 5.5:1 as of April 30, 2023. |
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| · | Shareholders’ equity increased to $30.9 million, up from $26.8 million on October 31, 2022 (FYE). |
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| · | Current operator and registered user numbers of 710 and 7.2 million, respectively, in B2B traditional business. |
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| · | Company’s B2C segment, RKings Competitions, now has over 300,000 registered users on its tournament platform. |
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| · | MEXPLAY, the company’s B2C regulated casino in Mexico, launched marketing campaigns in March and is showing strong month-on-month improvements in both numbers of new customers and deposits. |
The company said that revenue contributions from its B2B and B2C (RKings, MEXPLAY) segments in Q2 ’23 were $3.8 million (37%) and $6.5 million (63%), respectively.
According to Golden Matrix CEO Brian Goodman, “We are pleased with the revenue contributions from our B2B and B2C segments in Q2, which is traditionally our slowest quarter, and particularly in light of certain technology issues that occurred at RKings. Unfortunately, there had been some system failures when extreme numbers of customers purchased tickets for several high-ticket prize competitions, and this impacted both revenues and profitability at RKings. Working with Amazon AWS, the technology has now been upgraded to increase the performance and speed of RKings’ servers and accommodate heightened levels of participation by our players. Having that resolved, we remain confident in RKings’ continued success in Great Britain and look forward to introducing its scalable platform to additional geographic markets.”
Mr. Goodman emphasized that the company, once again, was cash flow positive in its quarterly results and that, with respect to the reported net loss of $534,000, profitability in Q2 was impacted by several factors, including a noncash charge of $808,666 for stock-based compensation and approximately $102,000 for due-diligence expenses (primarily legal, accounting, travel) associated with the anticipated acquisition of the MeridianBet Group.
GMGI entered into a definitive agreement in January 2023 to acquire the MeridianBet Group and its related companies. As disclosed in this quarterly filing, the Company and MeridianBet have verbally agreed to extend the date and modify additional terms of the definitive agreement in order to facilitate the closing of the transaction. We have plans to document a new definitive date for closing via amendment in the near future.
Mr. Goodman noted that the MeridianBet Group, which is already “extremely profitable,” has increased its year-to-date revenues considerably. “This is a very exciting time in the history of our company,” concluded Mr. Goodman. “We enter the second half of this year with a strong balance sheet and two well-established verticals, as well as a growing casino business in Mexico; and, with the successful acquisition of the MeridianBet Group, the combined enterprise will be generating multiple streams of gaming revenue while providing players worldwide with the most popular best-in-class products, including casino games and sports betting.”
For additional information on Golden Matrix’s financial performance, please refer to the company's Form 10-Q for the second quarter ended April 30, 2023, available at https://www.nasdaq.com/market-activity/stocks/gmgi/sec-filings or www.sec.gov.
A summary of the Company's performance and highlights can be found at www.goldenmatrix.com/highlights
* Adjusted EBITDA is a non-GAAP financial measure. See also "Non-GAAP Financial Measures" and "Reconciliation of Net Income (Loss) attributable to Golden Matrix Group Inc., to Adjusted Earnings excluding Interest Expense, Interest Income, Amortization Expense and Stock-based Compensation Expense" included in the tables at the end of this release.
About Golden Matrix
Golden Matrix Group, based in Las Vegas NV, is an established B2B and B2C gaming technology company operating across multiple international markets. The B2B division of Golden Matrix develops and licenses proprietary gaming platforms for its extensive list of clients and RKings, its B2C division, operates a high-volume eCommerce site enabling end users to enter paid-for competitions on its proprietary platform in authorized markets. The company also owns and operates MEXPLAY, a regulated online casino in Mexico.
Our sophisticated software automatically declines any gaming or redemption requests from within the United States, in strict compliance with current US law.
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Non-GAAP Financial Measures
Adjusted EBITDA, which is disclosed above, is a “non-GAAP financial measure” presented as a supplemental measure of the Company’s performance. Adjusted EBITDA is not presented in accordance with accounting principles generally accepted in the United States, or GAAP. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, and also excludes stock-based compensation expense. Adjusted EBITDA is presented because we believe it provides additional useful information to investors due to the various noncash items during the period. Adjusted EBITDA is not recognized in accordance with GAAP, is unaudited, and has limitations as an analytical tool, and you should not consider it in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations are: Adjusted EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and other companies in this industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. For more information on these non-GAAP financial measures, please see the section titled “Reconciliation of Net Income (Loss) attributable to Golden Matrix Group, Inc., to Adjusted Earnings excluding Interest Expense, Interest Income, Amortization Expense and Stock-based Compensation Expense” included at the end of this release. Estimated pro forma Adjusted EBITDA of the Company for the FY2022 period, assuming the successful closing of the Meridian Bet acquisition as discussed above has not been reconciled to the comparable GAAP financial measure because the reconciliation could not be performed without unreasonable efforts.
Forward-Looking Statements
Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, the impact of the COVID-19 pandemic on the Company; the need for additional financing, the terms of such financing and the availability of such financing; the ability of the Company and/or its subsidiaries to obtain additional gaming licenses; the ability of the Company to manage growth; the Company’s ability to complete acquisitions and the available funding for such acquisitions; disruptions caused by acquisitions; dilution caused by fund raising, the conversion of outstanding preferred stock and/or acquisitions; the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; the Company’s expectations for future growth, revenues, and profitability; the Company’s expectations regarding future plans and timing thereof; the Company’s reliance on its management; the fact that the Company’s chief executive officer has voting control over the Company; related party relationships; the potential effect of economic downturns, recessions, increases in interest rates and inflation, and market conditions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects; the Company's ability to protect proprietary information; the ability of the Company to compete in its market; the Company’s lack of effective internal controls; dilution caused by efforts to obtain additional financing; the effect of current and future regulation, the Company’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which the Company's programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company's products, including potential recessions and global economic slowdowns. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company's financial results is included from time to time in the "Special Note Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended April 20, 2023. These reports are filed with the SEC and available at www.sec.gov. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Connect with us:
Twitter - https://twitter.com/GMGI_Group
Instagram - https://www.instagram.com/goldenmatrixgroup/
Golden Matrix Group
Contact: ir@goldenmatrix.com
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| Golden Matrix Group, Inc. and Subsidiaries |
| Consolidated Balance Sheets |
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| As of |
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| As of |
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| April 30, 2023 |
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| October 31, 2022 |
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| ASSETS |
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| Current assets: |
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| Cash |
| $ | 15,753,813 |
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| $ | 14,949,673 |
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| Accounts receivable, net |
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| 3,597,389 |
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| 2,641,023 |
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| Accounts receivable – related parties |
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| 322,443 |
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| 413,714 |
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| Prepaid expenses |
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| 183,771 |
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| 84,372 |
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| Short-term deposit |
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| 54,133 |
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| 52,577 |
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| Inventory, prizes |
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| 1,862,528 |
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| 1,147,591 |
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| Total current assets |
| $ | 21,774,077 |
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| $ | 19,288,950 |
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| Non-current assets: |
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| Property, plant & equipment, net |
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| 69,358 |
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| 72,411 |
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| Intangible assets, net |
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| 2,469,248 |
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| 2,607,075 |
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| Operating lease right-of-use assets |
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| 107,818 |
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| 150,653 |
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| Goodwill |
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| 10,381,710 |
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| 10,452,324 |
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| Total non-current assets |
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| 13,028,134 |
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| 13,282,463 |
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| Total assets |
| $ | 34,802,211 |
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| $ | 32,571,413 |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable and accrued liabilities |
| $ | 2,041,637 |
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| $ | 1,385,076 |
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| Accounts payable – related parties |
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| 11,298 |
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| 10,637 |
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| Accrued income tax liability |
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| 564,944 |
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| 324,147 |
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| Deferred revenues |
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| 265,750 |
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| 182,444 |
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| Deferred tax liability |
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| 19,489 |
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| 4,409 |
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| Current portion of operating lease liability |
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| 103,251 |
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| 95,085 |
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| Customer deposits |
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| 303,246 |
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| 109,328 |
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| Accrued interest |
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| 123 |
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| 123 |
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| Contingent liability |
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| 628,220 |
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| 573,197 |
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| Consideration payable – related party |
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| - |
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| 30,708 |
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| Total current liabilities |
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| 3,937,958 |
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| 2,715,154 |
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| Non-current liabilities: |
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| Non-current portion of operating lease liability |
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| 8,930 |
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| 59,778 |
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| Total non-current liabilities |
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| 8,930 |
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| 59,778 |
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| Total liabilities |
| $ | 3,946,888 |
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| $ | 2,774,932 |
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| Shareholders’ equity: |
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| Preferred stock: $0.00001 par value; 20,000,000 shares authorized |
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| - |
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| - |
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| Preferred stock, Series B: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively |
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| - |
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| - |
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| Common stock: $0.00001 par value; 250,000,000 shares authorized; 36,124,526 and 28,182,575 shares issued and outstanding, respectively |
| $ | 361 |
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| $ | 282 |
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| Additional paid-in capital |
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| 56,496,550 |
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| 51,677,727 |
|
| Treasury stock, at cost (April 2023 – 14,594 shares) |
|
| (32,322 | ) |
|
| - |
|
| Accumulated other comprehensive income (loss) |
|
| 42,855 |
|
|
| (205,747 | ) |
| Accumulated deficit |
|
| (25,652,121 | ) |
|
| (24,674,847 | ) |
| Total shareholders’ equity of GMGI |
|
| 30,855,323 |
|
|
| 26,797,415 |
|
| Noncontrolling interests |
|
| - |
|
|
| 2,999,066 |
|
| Total equity |
|
| 30,855,323 |
|
|
| 29,796,481 |
|
| Total liabilities and shareholders’ equity |
| $ | 34,802,211 |
|
| $ | 32,571,413 |
|
| 4 |
| Golden Matrix Group, Inc. and Subsidiaries | ||||||||||||||||
| Consolidated Statements of Operations and Comprehensive Income | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
|
| ||||||||||||||||
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
|
| April 30, |
|
| April 30, |
| ||||||||||
|
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Revenues |
| $ | 10,091,272 |
|
| $ | 8,273,169 |
|
| $ | 20,682,308 |
|
| $ | 16,915,028 |
|
| Revenues-related party |
|
| 217,087 |
|
|
| 209,574 |
|
|
| 403,730 |
|
|
| 444,820 |
|
| Total revenues |
|
| 10,308,359 |
|
|
| 8,482,743 |
|
|
| 21,086,038 |
|
|
| 17,359,848 |
|
| Cost of goods sold |
|
| (8,248,377 | ) |
|
| (5,942,181 | ) |
|
| (16,583,022 | ) |
|
| (12,795,183 | ) |
| Gross profit |
|
| 2,059,982 |
|
|
| 2,540,562 |
|
|
| 4,503,016 |
|
|
| 4,564,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| G&A expense |
|
| 1,823,189 |
|
|
| 1,598,428 |
|
|
| 3,860,484 |
|
|
| 3,062,973 |
|
| G&A expense- related party |
|
| 727,526 |
|
|
| 183,600 |
|
|
| 1,462,220 |
|
|
| 339,200 |
|
| Total operating expenses |
|
| 2,550,715 |
|
|
| 1,782,028 |
|
|
| 5,322,704 |
|
|
| 3,402,173 |
|
| Income (loss) from operations |
|
| (490,733 | ) |
|
| 758,534 |
|
|
| (819,688 | ) |
|
| 1,162,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
| (740 | ) |
|
| - |
|
|
| (1,738 | ) |
|
| - |
|
| Interest earned |
|
| 16,920 |
|
|
| 542 |
|
|
| 28,825 |
|
|
| 983 |
|
| Foreign exchange gain |
|
| 13,101 |
|
|
| 114,153 |
|
|
| 33,314 |
|
|
| 198,829 |
|
| Total other income |
|
| 29,281 |
|
|
| 114,695 |
|
|
| 60,401 |
|
|
| 199,812 |
|
| Net income (loss) before tax |
|
| (461,452 | ) |
|
| 873,229 |
|
|
| (759,287 | ) |
|
| 1,362,304 |
|
| Provision for income taxes |
|
| 72,301 |
|
|
| 171,780 |
|
|
| 217,987 |
|
|
| 247,184 |
|
| Net income (loss) |
|
| (533,753 | ) |
|
| 701,449 |
|
|
| (977,274 | ) |
|
| 1,115,120 |
|
| Less: Net income attributable to noncontrolling interest |
|
| - |
|
|
| 114,465 |
|
|
| - |
|
|
| 178,757 |
|
| Net income (loss) attributable to GMGI |
| $ | (533,753 | ) |
| $ | 586,984 |
|
| $ | (977,274 | ) |
| $ | 936,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average ordinary shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
| 36,113,290 |
|
|
| 28,089,041 |
|
|
| 34,689,260 |
|
|
| 27,915,672 |
|
| Diluted |
|
| 36,113,290 |
|
|
| 35,908,819 |
|
|
| 34,689,260 |
|
|
| 35,735,450 |
|
| Net income (loss) per ordinary share attributable to GMGI: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
| $ | (0.01 | ) |
| $ | 0.02 |
|
| $ | (0.03 | ) |
| $ | 0.03 |
|
| Diluted |
| $ | (0.01 | ) |
| $ | 0.02 |
|
| $ | (0.03 | ) |
| $ | 0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Statement of Comprehensive Income: | ||||||||||||||||
| Net income (loss) |
| $ | (533,753 | ) |
|
| 701,449 |
|
|
| (977,274 | ) |
|
| 1,115,120 |
|
| Foreign currency translation adjustments |
|
| 96,343 |
|
|
| (110,235 | ) |
|
| 248,602 |
|
|
| (53,181 | ) |
| Comprehensive income (loss) |
|
| (437,410 | ) |
|
| 591,214 |
|
|
| (728,672 | ) |
|
| 1,061,939 |
|
| Less: Net income (loss) attributable to noncontrolling interest |
|
| - |
|
|
| 114,465 |
|
|
| - |
|
|
| 178,757 |
|
| Comprehensive income (loss) attributable to GMGI |
| $ | (437,410 | ) |
| $ | 476,749 |
|
| $ | (728,672 | ) |
| $ | 883,182 |
|
| 5 |
Reconciliation of Net income (loss) to Adjusted EBITDA
|
|
| Three Months Period Ended |
|
| Six Months Period Ended |
| ||||||||||
|
|
| April 30, 2023 |
|
| April 30, 2022 |
|
| April 30, 2023 |
|
| April 30, 2022 |
| ||||
| Net income (loss) |
| $ | (533,753 | ) |
| $ | 701,449 |
|
| $ | (977,274 | ) |
| $ | 1,115,120 |
|
| + Interest expense |
|
| 740 |
|
|
| - |
|
|
| 1,738 |
|
|
| - |
|
| - Interest income |
|
| (16,920 | ) |
|
| (542 | ) |
|
| (28,825 | ) |
|
| (983 | ) |
| + Taxes |
|
| 72,301 |
|
|
| 171,780 |
|
|
| 217,987 |
|
|
| 247,184 |
|
| + Depreciation |
|
| 10,359 |
|
|
| 3,753 |
|
|
| 20,256 |
|
|
| 6,285 |
|
| + Amortization |
|
| 110,514 |
|
|
| 95,414 |
|
|
| 217,180 |
|
|
| 189,583 |
|
| + Stock-based compensation |
|
| 808,666 |
|
|
| 151,864 |
|
|
| 1,890,450 |
|
|
| 295,795 |
|
| EBITDA |
| $ | 451,907 |
|
| $ | 1,123,718 |
|
| $ | 1,341,512 |
|
| $ | 1,852,984 |
|
| 6 |
EXHIBIT 99.2
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
| 8 |