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6-K 1 gcn_6k.htm FORM 6-K gcn_6k.htm

 

 

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.

 

 

 

GAMESQUARE HOLDINGS, INC.

 

 

 

(Registrant)

 

 

 

 

 

 

Date:

November 15, 2023

By:

/s/ Justin Kenna                           

 

 

 

Name:

Justin Kenna

 

 

 

Title:

Chief Executive Officer and Director 

 

 

 
2

 

 

EXHIBIT INDEX

 

99.1

 

Press release dated November 15, 2023

 

 
3

 

EX-99.1 2 gcn_ex991.htm PRESS RELEASE gcn_ex991.htm

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

 

 

·

Revenue of $16.0 million, compared to $10.1 million

 

·

Gross margin of $4.4 million, compared to $3.6 million

 

·

Net loss of $5.1 million, compared to a net loss of $4.2 million

 

·

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

 

 

·

Revenue of $35.2 million, compared to $21.8 million

 

·

Gross margin of $10.4 million, compared to $8.2 million

 

·

Net loss of $13.5 million, compared to a net loss of $10.7 million

 

·

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)

 

 

·

Revenue of $16.0 million, compared to $13.7 million

 

·

Gross margin of $4.4 million, compared to $4.2 million

 

·

Net loss of $5.1 million, compared to a net loss of $12.3 million

 

·

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 

 

 

 

September 30,

2023

 

 

December 31,

2022

 

 

 

$

 

 

$

 

ASSETS

 

 

 

 

 

 

Current

 

 

 

 

 

 

Cash

 

 

2,447,065

 

 

 

977,413

 

Restricted cash

 

 

47,465

 

 

 

-

 

Accounts and other receivables

 

 

14,891,959

 

 

 

8,331,120

 

Government remittances

 

 

1,215,221

 

 

 

-

 

Prepaid expenses and other current assets

 

 

1,356,907

 

 

 

788,227

 

 

 

 

19,958,617

 

 

 

10,096,760

 

Non-Current

 

 

 

 

 

 

 

 

Investment at FVTPL

 

 

3,188,749

 

 

 

-

 

Property and equipment

 

 

2,613,896

 

 

 

3,001,883

 

Goodwill

 

 

25,600,499

 

 

 

-

 

Intangible assets

 

 

20,523,724

 

 

 

4,609,837

 

Right-of-use assets

 

 

2,102,857

 

 

 

2,385,330

 

 

 

 

54,029,725

 

 

 

9,997,050

 

 

 

 

73,988,342

 

 

 

20,093,810

 

 

 

 

September 30,

2023

 

 

December 31,

2022

 

 

 

$

 

 

$

 

LIABILITIES

 

 

 

 

 

 

Current

 

 

 

 

 

 

Accounts payable

 

 

20,219,131

 

 

 

4,848,854

 

Accrued liabilities

 

 

5,867,495

 

 

 

3,180,208

 

Consideration payable

 

 

-

 

 

 

260,000

 

Players liability account

 

 

47,465

 

 

 

-

 

Deferred revenue

 

 

2,292,168

 

 

 

1,092,982

 

Lease liabilities, current

 

 

736,933

 

 

 

336,229

 

Credit facility payable

 

 

-

 

 

 

802,328

 

Line of credit

 

 

1,036,516

 

 

 

-

 

Warrant liability

 

 

136,711

 

 

 

-

 

Convertible debt, current

 

 

5,095,175

 

 

 

-

 

Arbitration reserve

 

 

517,875

 

 

 

-

 

 

 

 

35,949,469

 

 

 

10,520,601

 

 

 

 

 

 

 

 

 

 

Convertible debt, non-current

 

 

1,500,844

 

 

 

-

 

Lease liabilities, non-current

 

 

2,089,699

 

 

 

2,362,448

 

Deferred tax liability

 

 

50,117

 

 

 

55,096

 

 

 

 

3,640,660

 

 

 

2,417,544

 

 

 

 

39,590,129

 

 

 

12,938,145

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

Share capital

 

 

84,115,256

 

 

 

43,375,158

 

Contributed surplus

 

 

4,902,435

 

 

 

3,296,668

 

Warrants

 

 

30,000

 

 

 

1,925,238

 

Contingently issuable shares

 

 

-

 

 

 

131,184

 

Accumulated other comprehensive (loss) income

 

 

(168,366 )

 

 

(269,053 )

Deficit

 

 

(54,481,112 )

 

 

(41,303,530 )

 

 

 

34,398,213

 

 

 

7,155,665

 

 

 

 

73,988,342

 

 

 

20,093,810

 

  

 
4

 

 

Unaudited Condensed Interim Consolidated Statements of Income (loss)

and Comprehensive Income (loss)

 

 

 

 For the three months ended

 

 

 For the nine months ended

 

 

 

September 30,

2023

 

 

September 30,

2022

 

 

September 30,

2023

 

 

September 30,

2022

 

CONTINUING OPERATIONS

 

$

 

 

 $

 

 

$

 

 

$

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

16,045,049

 

 

 

10,133,280

 

 

 

35,234,572

 

 

 

21,829,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

11,641,387

 

 

 

6,547,235

 

 

 

24,833,233

 

 

 

13,580,839

 

Gross profit

 

 

4,403,662

 

 

 

3,586,045

 

 

 

10,401,339

 

 

 

8,248,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, consulting and management fees

 

 

4,911,533

 

 

 

2,413,028

 

 

 

13,434,380

 

 

 

7,442,140

 

Player compensation

 

 

578,034

 

 

 

426,705

 

 

 

1,604,832

 

 

 

1,315,745

 

Professional fees

 

 

529,007

 

 

 

437,672

 

 

 

957,057

 

 

 

1,425,585

 

Advertising and promotion

 

 

212,961

 

 

 

2,780,025

 

 

 

864,617

 

 

 

3,239,090

 

Office and general

 

 

1,351,182

 

 

 

790,666

 

 

 

3,222,909

 

 

 

2,172,181

 

Technology expenses

 

 

155,798

 

 

 

-

 

 

 

314,712

 

 

 

-

 

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

 

Interest expense

 

 

265,350

 

 

 

55,373

 

 

 

528,016

 

 

 

270,185

 

(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 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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