GAME - NASDAQ

Good afternoon, and thank you for joining us for the GameSquare Holdings 2025 Third Quarter Conference Call. On the call today, we have Justin Kenna, GameSquare's CEO; Lou Schwartz, President; and Mike Munoz, CFO. [Operator Instructions] Before management discusses the results, I would like to remind everyone that certain statements in this call may be forward-looking in nature. These include statements involving known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. For information about forward-looking statements and risk factors, please refer to our 10-Q for the quarter ended September 30, 2025, which will be available on the company's website or with the Securities and Exchange Commission. I will now turn the call over to GameSquare's CEO, Justin Kenna. Justin, please go ahead.

Thank you, and good afternoon to everyone joining us on today's call. As we have mentioned on prior calls, 2025 is a defining year for GameSquare as we pursue a strategic transformation that we believe will mark the foundation of our next phase of long-term growth. While much of this progress has taken place behind the scenes, our third quarter financial results demonstrate that GameSquare has never been in a stronger strategic, operational or financial position. Over the past year, we have executed a deliberate strategy to optimize our business model, rationalize our portfolio and build a differentiated end-to-end platform that is both scalable and resilient. Significant actions during the year include divesting our remaining stake in Fa

Thanks, Justin. Our reported results for the third quarter reflect the wind down of Frankly, approximately 3 weeks of Clicks results and the contribution of our onchain yielding strategy. Comparing our 2025 third quarter reported results to the prior year, total revenue was $11.3 million compared to $9.3 million. The 22% year-over-year increase in revenue was primarily driven due to growth across our technology, agency and owned and operated IP segments. Reported gross margin for the 2025 third quarter was $5.6 million or 49.4% of sales compared to $4.2 million or 45.3% of sales for the same period last year. The 4.1 percentage point improvement in gross margin reflects ongoing efforts to improve profitability and the initial contribution of our DAT strategy. In addition, reported gross margin was materially higher than the 15.3% we reported for the 2025 second quarter, which included Frankly and demonstrates the powerful adjustments we have made to our financial model. Adjusted EBITDA loss for the 2025 third quarter was $0.6 million compared to a loss of $0.9 million for the same period last year and a total loss of $3.2 million for the 2025 second quarter or $3.5 million for the 2025 second quarter as historically reported, which included Frankly. Higher profitability and gains from our debt produced $5.9 million in net income from continuing operations compared to a net loss of $3.9 million for the same period a year ago. On a pro forma basis, which includes a full quarter contribution from Click Management, revenue was $15.5 million and pro forma adjusted EBITDA loss was $0.2 million. We believe the pro forma improvements to sales and EBITDA demonstrate the progress we are making, getting to scale and improving profitability. At September 30, 2025, we had cash and cash equivalents and debt assets of $81.5 million. During the third quarter, we used our robust liquidity to eliminate all outstanding debt. We have also reduced accounts payable by $8.9 million or 33% from December 31, 2024, primarily due to elimination of legacy payables associated with prior acquisitions. We ended the quarter with $78.7 million of shareholders' equity compared to $12 million at the beginning of the year, which reflects the success of our July equity offerings. As you can see, GameSquare has a strong financial position with excellent liquidity to pursue strategic initiatives, invest in our operating platform and return capital to shareholders. So with this overview, I'll turn the call over back to Justin.

Thanks, Mike. The progress we are making is encouraging. We've improved our margins. We streamlined our cost structure. We rationalized our platform. We reinforced our balance sheet and added a new growth engine in Click. Alongside this, our digital asset treasury strategy gives us strategic capital flexibility and a differentiated return profile. The result is a business that looks fundamentally stronger than it did just 3 months ago and a company that has never been better positioned to scale. Our balance sheet is healthy and our strategic priorities are fully funded. Operational momentum across media agency technology and onchain innovation continues to strengthen. We are winning new mandates, deepening publisher and brand relationships, scaling creator partnerships and executing a yield strategy that is already contributing to shareholder value. Turning to our guidance. On a pro forma basis, we continue to expect second half revenue of $36.8 million and adjusted EBITDA of $2.9 million. We are on track. Looking into 2026, we expect to experience over 20% annual organic revenue growth while maintaining strong gross margin. With the foundation we have built and the efficiency now embedded in our operating model, we are targeting high single-digit to low double-digit adjusted annual EBITDA margins as our business scales. We are excited to enter the next phase of our corporate history as we focus on sustainable growth and operating leverage. As you can see, 2025 is shaping up to be a transformational year, and I'm excited by the opportunities we are pursuing to create sustained value for our shareholders. So with this overview, Lou, Mike and I are happy to take your questions. Operator, please open the call to questions.

[Operator Instructions] The first question comes from Greg Gibas with Northland Securities.

Nice to see the share repurchases. Could you, I guess, discuss your stance on how aggressive you expect to be or your proclivity to buy back shares with the stock trading below your debt assets and cash?

Yes. We have approval, Greg, to buy up to $5 million worth of equity. We did our first tranche of $600,000. So it's roughly $4.4 million available and certainly down at these prices. And as you mentioned, where we're trading from an NAV standpoint, we're going to continue buying stock. So we will be aggressively pursuing that share buyback. We believe we're extremely undervalued. And I know that shareholders are frustrated, and we equally share that frustration. We certainly believe with the results in Q3, the cleanup of balance sheet, we're on the precipice here of really hitting profitability here in Q4 in a major way. And we know how undervalued we are, we going to put our money where our mouth is, and we think it's a great use of yield funds. So I think if you look at it that way, Greg, it was sort of 2 months of yield was around $600,000 of free cash flow, and we've used that to buy back shares. We're now another 1.5 months along with sort of increased yield from that. So we're in a position here to be able to go about sort of buying back shares into tranche 2. But I think about it as those yield proceeds, which is sort of still kind of profit to shareholders, we're going to be using that to buy back stock, and we will continue to do so.

Great. That's helpful, Justin. I think last quarter, you mentioned how tariff uncertainty impacted timing of several large deals with global gaming companies. Wondering if you could maybe characterize the environment, how it's trended into Q3 and whether you're continuing to see any macro-related pressures maybe ease or become a little bit more favorable.

Yes. I think we've seen activity pick up for sure. Certainly, back part of Q3 into Q4, Q4 has been extremely busy for us, which is great. We're expecting our largest quarter as we've indicated and seasonality kind of reflects that within our business. But I do think that the sentiment has been pretty positive. We've seen a lot of uptick from our major sort of brand partner and publisher partner relationships. I would say in terms of some of the comments around tariffs and some of those companies that were headquartered in China, they are ongoing, but they are not deals that have closed. So I wouldn't necessarily say that there's been improvement there. But certainly, just from an activity standpoint, I mean, our pipeline is stronger than it's ever been. We've got a huge amount of RFP flows. We're signing up clients and expanding relationships. We mentioned Rollbit, Dairy MAX, there's a number of others and certainly more news to come. So I think activity in general in our market is certainly really healthy at present.

Got it. And I guess if you could just maybe provide a little bit more color on the 20% organic revenue growth expectations for next year. Kind of the primary drivers there, if you could discuss those that give you confidence in the 20%?

Yes, for sure. And we will come out with more detailed guidance prior to year-end. We're going through planning currently and finalizing the models for next year. I would say that 20% organic growth. So I think the easiest way is a starting point, Greg, to think about it is if you look at that back half, those back half numbers, so call it, roughly $36 million in revenue. If you annualize that, you're at $75 million, 20% on $75 million starts to give you an idea. I think that's pretty conservative in terms of where we're going to get to. And certainly, we expect from an EBITDA perspective, as mentioned, that our EBITDA margin of that revenue would be high single digit to low double digit. So hope that gives you a bit of an idea. In terms of where that's going to come from, a couple of areas. So we've been working on sort of streamlining our agency business, so our creative and strategy team at

The next question comes from Jack Vander Aarde with Maxim Group.

Covered a lot of ground. So where do I start for questions. Looking at the 2H pro forma guidance, just to help get a read-through on this -- on the fourth quarter we're in. Do I interpret this correctly if maybe I just back out the 3Q pro forma numbers from this press release and that bridges to the fourth quarter and some of those is the 2H pro forma guide. Is that as simple as that? Or is there anything else to consider?

Yes. So I think if you look at the numbers, Jack, from Q2 to Q3, as we sort of mentioned, there's cleanup with Frankly, we bought in Click and we've continued to get efficient. I think we've shown real discipline in getting our costs under control while we start to really grow our revenue. So as we put together our model for the back half of year guidance, we're actually slightly ahead of where we wanted to be within Q3. So yes, that is what you do to get to the $36 million. You would take off the kind of $15.5 million to $16 million of pro forma revenue for Q3. And obviously, you get to sort of $21 million-ish of revenue in Q4. And then if you look at from an EBITDA perspective, and the reality is we had a $3.5 million loss in Q2, right? So there were things that needed to be unwound and continuous improvement. It's very difficult to go from $3.5 million loss to a $3 million profit within 1 quarter, but we made that $3 million jump, right? We were very close to breakeven. From a pro forma perspective, it's a $200,000 loss. So from a $3.5 million loss, that's a $3.3 million improvement. It's not quite that, that is required for the next period, but pretty close to. And we expect a lot of that to come from increased deal size, deal flow in our largest quarter of the year, which Q4 seasonally represents.

Got it. That's helpful. And then I'm not sure if Dialectic and the guys from there are on the line at all, but maybe you can help answer this question. So the Ethereum treasury strategy, that was obviously a huge development change, transformation of the business since you last reported. So it's generating above-market yields. That's great. Now crypto assets are obviously notoriously volatile. Does Dialectic or the whole team there, do you guys have a strategy or a sense of what happens in a flat to down market? I'm just curious to know if there's -- if they have a strategy there that they're deploying just in case to understand because it is a big dollar amount of assets.

Yes, they do. And so do we. So I think that, one, just from an insurance perspective, Dialectic have a great sort of risk management strategy and one of the more buttoned up teams within the market. We are continuing -- I think firstly, what I'd like to say is we're not in the Tom Lee game of just acquiring and stacking Ethereum, right? We're not in an arms race to own the most amount of Ethereum. For us, right now, it's a cash management strategy, right? And we are generating higher than market yields. And through some of the recent volatility, the yields have actually performed really well. So Ryan and his team are incredible and they are generating above-market sort of returns for us. We are going to be opportunistic. We do have a strategy, and we do have a strategy to divest and we have been doing so. We mentioned buying back shares and cleaning up our balance sheet and using those funds in an intelligent way to grow the business, and we'll continue to do so. I think the positive right now in terms of the current dip is the fact that we don't need to raise capital. We don't need to go and sell Ethereum. We believe longer term that Ethereum is going up in price. But for us, really, it's purely in terms of our Ethereum strategy, what we're holding, it's a cash management strategy. We're generating not only higher than market yields, but a much higher yield than we would be if we were holding it in cash. So we're generating return of the Ethereum. We do have a strategy around different price points and when we'll continue to derisk and how we're going to use those funds and so forth. I think the positive for us right now is we don't need to liquidate. We can be patient. We don't need to raise money. We're certainly frustrated around our share price. And so we'll absolutely use those yield proceeds to buy back the stock. But yes, we're not in the business of just stacking Ethereum. And I think there's some misconceptions around that, that we're going to raise more money to buy more Ethereum and leverage the company. We don't need to do that, right? We have an operating business that's hitting profitability and it's going to be generating cash here in the near term. We have a yield strategy that's also generating cash. And I think this is a really smart diversified offering that longer term is going to drive real value for shareholders.

Okay. Great. I appreciate the color there. And then maybe just one more, and I'll hop back in the queue. On the positive side as well was the biggest surprise to me was the gross margin result. I did a double take on that actually to make sure it was real. So 49 -- over 49% in the quarter, which is just -- it doesn't even -- it's night and day compared to historical results. Was I guess one of the fill in the blanks for me would be, what does Click -- I got the Click revenue and kind of adjusted EBITDA target from you guys. What is Click's gross margin? Is it going to dilute that? I mean, are we expecting these 40%, 50% gross margins? Or does Click kind of bring things down? Just it's such a difference in a good way, but I just want to understand.

Yes. I can kick off with that, and then Mike can give a bit more color around sort of Click's margins and moving forward. I would say this is sort of a beautiful kind of match in terms of this quarter was the first quarter that, Frankly, was pulled out, and we had a higher than normal margin quarter. I wouldn't expect 50% to continue. But this is -- it's the new norm in terms of our margin with a full handle, right? I would say 40%, Jack, is probably the right way to think about our normalized margin as a business. Obviously, that can fluctuate to your point around the mix of business moving forward. So for example, I touched on the creative deployment business. That's one that we believe there is a lot of low-hanging fruit and some quick wins for us there, profitable, scalable, but probably slightly lower margin, right? You're in your 20%, 25% type margin there with the creative deployment business. But we do expect sort of outsized growth within our agency business and there's some really healthy margins there. So the mix will fluctuate a little bit with this kind of diversified portfolio, but it was a higher margin quarter than just taking Frankly out. But certainly in the 35% to 45% range moving forward, I would expect if we're performing well, we'll have a full handle on it, and we'll certainly -- if we really have outsized growth in certain areas with lower margins, we'll inform the market. But we would expect it to be on a normalized basis with Frankly coming out, which was single-digit margin, right? So it was a really low-margin business and was burning cash, and that's why we divested it. So I think about it as 40%. But yes, Mike, I don't know if you want to add anything in terms of margin moving forward.

Yes, I think you covered most of it. I think Click's margins generally fall around the 35% range. They're pretty similar to some of the other entities in the Agency segment. Obviously, the DAT yield has 100% margin. So more DAT yield will improve our blended margin. But yes, I think the biggest change, obviously, from Q2 is the removal, Frankly, which there's a lot of top line there, but very little margin and it brought down our blended margin substantially.

Okay. Great. And then just one more. I'm not sure if the 10-Q is out. I'm just kind of looking for the segment revenue breakout. Just maybe high level wise, what was the mix kind of like? Was it in terms of agency teams and staffs in advertising? Is that how you're reporting?

Yes, that's how we're reporting. So we'll have -- you'll see an owned and operated IP segment, which is essentially what teams, agency, SaaS and Managed Services and yield, which is our DAT. So you'll see those 4 segments. The 10-Q isn't on file yet. We're filing tomorrow post market close, but those segment tables will be there. Of our reported results, the -- of $11.4 million, $3.7 million was from owned and operated IP, $5.4 million was from agency, $1.7 million from SaaS and Managed Services and $600,000 from yield, $600,000.