|
Isle of Man
(State or other jurisdiction of
incorporation or organization) |
| |
7999
(Primary Standard Industrial
Classification Code Number) |
| |
Not applicable
(I.R.S. Employer
Identification No.) |
|
|
Justin Stock
David Peinsipp Courtney T. Thorne Trey Reilly Cooley LLP 22 Bishopsgate London, EC2N 4BQ United Kingdom Tel: +44 (0) 20 7583-4055 |
| |
Simcocks Advocates Limited
Ridgeway House Ridgeway Street Douglas Isle of Man IM1 1EL Tel: +44 (0) 16 2469-0300 |
| |
Marc D. Jaffe
Ian D. Schuman Jennifer M. Gascoyne Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 United States Tel: (212) 906-1200 |
|
| | |
Page
|
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| | | | F-1 | | |
| | |
For the year
ended March 31, |
| |
For the nine months
ended December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022*
|
| |
2023
|
| |
2022
|
| ||||||||||||
Statements of Operations Data: | | | | | | ||||||||||||||||||||
Revenue
|
| | | | €306,926 | | | | | | €168,297 | | | | | | €273,223 | | | | | | €221,438 | | |
Cost of services
|
| | | | (135,289) | | | | | | (68,635) | | | | | | (111,967) | | | | | | (95,041) | | |
Sales, general and administrative expenses:
|
| | | | (59,881) | | | | | | (2,584) | | | | | | (75,729) | | | | | | (40,705) | | |
Profit from operations
|
| | | | 111,756 | | | | | | 97,078 | | | | | | 85,527 | | | | | | 85,692 | | |
Financial income
|
| | | | 1,314 | | | | | | 247 | | | | | | 926 | | | | | | 132 | | |
Financial expenses
|
| | | | (2,468) | | | | | | — | | | | | | (5,351) | | | | | | (2,747) | | |
Profit before tax
|
| | | | 110,602 | | | | | | 97,325 | | | | | | 81,102 | | | | | | 83,077 | | |
Taxation
|
| | | | (2,766) | | | | | | — | | | | | | (2,030) | | | | | | (1,654) | | |
Profit for the year/period
|
| | | | €107,836 | | | | | | €97,325 | | | | | | €79,072 | | | | | | €81,423 | | |
| | |
As of December 31, 2023
|
| |||||||||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma(1)
|
| |
Pro Forma
As Adjusted(2) |
| |||||||||
| | | | | | | | |
(unaudited)
|
| |||||||||
Statement of Financial Position Data: | | | | | | | | | | | | | | | |||||
Total current assets
|
| | | € | 186,942 | | | | | € | 163,942 | | | | | € | 247,675 | | |
Total assets
|
| | | | 433,944 | | | | | | 410,944 | | | | | | 494,677 | | |
Total liabilities
|
| | | | 81,895 | | | | | | 81,895 | | | | | | 81,895 | | |
Total equity
|
| | | | 352,049 | | | | | | 329,049 | | | | | | 412,782 | | |
Total equity attributable to shareholders of Games Global Limited or parent
|
| | | | 327,801 | | | | | | 304,801 | | | | | | 388,534 | | |
| | |
For the year ended
March 31, |
| |
For the nine months
ended December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Cash Flow Data | | | | | | ||||||||||||||||||||
Net cash provided by operating activities
|
| | | | €101,823 | | | | | | €127,296 | | | | | | €113,135 | | | | | | €73,135 | | |
Net cash used in investing activities
|
| | | | (17,077) | | | | | | (50,067) | | | | | | (28,005) | | | | | | (16,769) | | |
Net cash used in financing activities
|
| | | | (40,496) | | | | | | (77,229) | | | | | | (74,174) | | | | | | (26,396) | | |
| | |
As of December 31, 2023
|
| |||||||||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma
|
| |
Pro Forma
As Adjusted |
| |||||||||
Cash and cash equivalents
|
| | | € | 55,481 | | | | | € | 32,481 | | | | | € | 116,214 | | |
Lease liabilities
|
| | | | 5,726 | | | | | | 5,726 | | | | | | 5,726 | | |
Total debt
|
| | | | 5,726 | | | | | | 5,726 | | | | | | 5,726 | | |
Equity: | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | — | | | | | | — | | | | | | — | | |
Share premium
|
| | | | 162,068 | | | | | | 162,068 | | | | | | 248,742 | | |
Foreign exchange reserve
|
| | | | (7,611) | | | | | | (7,611) | | | | | | (7,611) | | |
Retained earnings
|
| | | | 173,344 | | | | | | 150,344 | | | | | | 147,403 | | |
Total equity attributable to shareholders of Games Global
|
| | | | 327,801 | | | | | | 304,801 | | | | | | 388,534 | | |
Total capitalization
|
| | | € | 333,527 | | | | | € | 310,527 | | | | | € | 394,260 | | |
|
Assumed initial public offering price per ordinary share
|
| | | | | | | | | $ | 17.50 | | |
|
Historical net tangible book value per ordinary share as of December 31,
2023 |
| | | $ | 1.21 | | | | | | | | |
|
Decrease in net tangible book value per ordinary share attributable to pro forma adjustments described above
|
| | | | (0.24) | | | | | | | | |
|
Pro forma net tangible book value per ordinary share as of December 31, 2023
|
| | | | 0.97 | | | | | | | | |
|
Increase in pro forma net tangible book value per ordinary share attributable
to this offering |
| | | | 0.78 | | | | | | | | |
|
Pro forma as adjusted net tangible book value per ordinary share as of December 31, 2023
|
| | | | | | | | | | 1.74 | | |
|
Dilution per ordinary share to new investors
|
| | | | | | | | | $ | 15.76 | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| ||||||||||||||||||
Existing shareholder
|
| | | | 106,018,500 | | | | | | 94.6% | | | | | $ | — | | | | | | —% | | | | | $ | — | | |
New investors
|
| | | | 6,000,000 | | | | | | 5.4 | | | | | | 105,000,000 | | | | | | 100.0 | | | | | | 17.50 | | |
Total
|
| | | | 112,018,500 | | | | | | 100.0% | | | | | $ | 105,000,000 | | | | | | 100.0% | | | | | | | | |
| | | | | | | | |
Adjustments
|
| |
Adjustments
|
| | | | | | | ||||||||||||
(in thousands,
except share and per share data) |
| |
Games
Global Year ended March 31, 2023 |
| |
Mahi
April 1, 2022 to July 31, 2022 |
| |
Mahi
Acquisition Transaction Accounting Adjustments |
| |
Velo Studios
Group February 1, 2022 to December 31, 2022 |
| |
Velo Studios
Acquisition Transaction Accounting Adjustments |
| |
Unaudited
Pro forma Games Global |
| ||||||||||||
| | |
(Note 1)
|
| |
(Note 2)
|
| |
(Note 3)
|
| |
(Note 4)
|
| |
(Note 5)
|
| | | | | | | |||||||||
Revenue
|
| |
€306,926
|
| |
€5,164
|
| |
€(5,164)
(Note 3a)
|
| | | € | 22,565 | | | |
€(21,918)
(Note 5a)
|
| |
€307,573
|
| |||||||||
Cost of services
|
| | | | (135,289) | | | | | | (4,648) | | | |
5,253
(Notes 3a, 3b)
|
| | | | (9,599) | | | |
17,179
(Notes 5a, 5b)
|
| | | | (127,104) | | |
Sales, general and administrative expenses
|
| | | | (59,881) | | | | | | (1,065) | | | |
138
(Note 3b)
|
| | | | (1,392) | | | |
138
(Note 5b)
|
| | | | (62,062) | | |
Profit from
operations |
| | | | 111,756 | | | | | | (549) | | | |
227
|
| | | | 11,574 | | | |
(4,602)
|
| | | | 118,406 | | |
Financial income
|
| | | | 1,314 | | | | | | | | | | | | | | | 1 | | | | | | | | | 1,315 | | |
Financial expenses
|
| | | | (2,468) | | | | | | (152) | | | | | | | | | (211) | | | | | | | | | (2,831) | | |
Profit before tax
|
| | | | 110,602 | | | | | | (701) | | | |
227
|
| | | | 11,364 | | | |
(4,602)
|
| | | | 116,890 | | |
Taxation | | | | | (2,766) | | | | | | — | | | | | | | | | (2,107) | | | |
427
|
| | | | (4,446) | | |
Profit for the year/
period |
| | | | 107,836 | | | | | | (701) | | | |
227
|
| | | | 9,257 | | | |
(4,175)
|
| | | | 112,445 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders of Games
Global Limited or parent |
| | | | 107,389 | | | | | | (701) | | | |
227
|
| | | | 5,701 | | | |
2,533
|
| | | | 115,149 | | |
Non-controlling interest
|
| | | | 447 | | | | | | | | | | | | | | | 3,556 | | | |
1,642
|
| | | | 5,645 | | |
Weighted average shares
outstanding, basic |
| | | | 102,362,645 | | | | | | | | | | | | | | | | | | | | | | | | 106,018,500 | | |
Net profit per share
attributable to ordinary shareholders, basic and diluted |
| | | | 1.05 | | | | | | | | | | | | | | | | | | | | | | | | 1.09 | | |
| | |
Reclassifications of U.S. GAAP to IFRS Adjustments
|
| | | | | | | | | | | | | | | | ||||||||||||||||||||||||
Mahi statement of
operations line items |
| |
Mahi
statement of operations line items for the three months ended June 30, 2022 |
| |
Mahi
statement of operations line items for the month ended July 31, 2022 |
| |
Mahi
statement of operations for the four months ended July 31, 2022 |
| |
IFRS
adjustments |
| |
Notes
|
| |
Games Global
statement of profit and loss presentation |
| |
Mahi
statement of operations for the four month period ended July 31, 2022 under Games Global statement of profit of loss presentation and IFRS adjustments |
| |
Translated
into Games Global’s presentation currency |
| ||||||||||||||||||
(in thousands)
|
| |
(Note 2a)
|
| |
(Note 2b)
|
| | | | | | | |
(Note 2c)
|
| | | | |
(in thousands)
|
| |
(Note 2d)
|
| |
(Note 2e)
|
| |||||||||||||||
Total revenue
|
| | | $ | 4,085 | | | | | $ | 1,352 | | | | | $ | 5,437 | | | | | | | | | | | | |
Revenues
|
| | | $ | 5,437 | | | | | € | 5,164 | | |
Cost of services
|
| | | | (3,500) | | | | | | (1,394) | | | | | | (4,894) | | | | | | | | | | | | |
Cost of services
|
| | | | (4,894) | | | | | | (4,648) | | |
General and administrative
|
| | | | (978) | | | | | | (310) | | | | | | (1,287) | | | | | | 166 | | | | | | |
Sales, general and
administrative expenses |
| | | | (1,121) | | | | | | (1,065) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit from operations
|
| | | | — | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | (160) | | | | | | |
Financial income
|
| | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial expenses
|
| | | | (160) | | | | | | (152) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit before tax
|
| | | | (738) | | | | | | (701) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taxation
|
| | | | — | | | | | | — | | |
Net loss
|
| | | | (392) | | | | | | (352) | | | | | | (744) | | | | | | 6 | | | | | | |
Profit for the year/period
|
| | | | (738) | | | | | | (701) | | |
| | |
Pro forma
adjusted carrying value |
| |
Weighted-Average
Estimated Useful life |
| |
Annual Depreciation
and Amortization |
| ||||||
| | |
(in thousands)
|
| |
(in years)
|
| |
(in thousands)
|
| ||||||
Identifiable intangible assets
|
| | | € | 13,500 | | | |
5
|
| | | € | 900 | | |
| | | | | | | | |
Less historical amortization expense
|
| | | | (989) | | |
| | | | | | | | |
Adjustment to Cost of Service
|
| | | | (89) | | |
| | |
Pro forma
adjusted carrying value |
| |
Weighted-Average
Estimated Useful life |
| |
Annual Depreciation
and Amortization |
| ||||||
| | |
(in thousands)
|
| |
(in years)
|
| |
(in thousands)
|
| ||||||
Property, plant and equipment
|
| | | € | 638 | | | |
5
|
| | | € | 43 | | |
Right-of-use assets
|
| | | | 502 | | | |
5
|
| | | | 33 | | |
| | | | | | | | |
Less historical depreciation and
amortization expense |
| | | | (213) | | |
| | | | | | | | |
Adjustment to Sales, general and
administrative expenses |
| | | | (138) | | |
Velo Studios statement of operations sheet line items
|
| |
Velo Studios
statement of operations line items for the year ended December 31, 2022 |
| |
Velo Studios
statement of operations line items for the month ended January 31, 2022 |
| |
Velo Studios
statement of operations for the eleven months ended December 31, 2022 |
| |||||||||
(in thousands)
|
| |
Note 4(a)
|
| |
Note 4(b)
|
| | | | | | | ||||||
Revenue
|
| | | € | 23,923 | | | | | € | 1,358 | | | | | € | 22,565 | | |
Cost of sales
|
| | | | (10,337) | | | | | | (738) | | | | | | (9,599) | | |
General and administrative expenses
|
| | | | (1,458) | | | | | | (66) | | | | | | (1,392) | | |
Financial income
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
Financial Expense
|
| | | | (209) | | | | | | 2 | | | | | | (211) | | |
Profit before tax
|
| | | | 11,920 | | | | | | 556 | | | | | | 11,364 | | |
Taxation
|
| | | | (2,341) | | | | | | (234) | | | | | | (2,107) | | |
Profit for the year/period
|
| | | | 9,579 | | | | | | 322 | | | | | | 9,257 | | |
Net investment of parent company
|
| | | | 5,907 | | | | | | 206 | | | | | | 3,556 | | |
Non-controlling interest
|
| | | | 3,672 | | | | | | 116 | | | | | | 9,257 | | |
(in thousands)
|
| |
Period February 1, 2022 to
December 31, 2022 |
| |||
Revenue
|
| | | € | (21,918) | | |
Cost of Services
|
| | | | (21,918) | | |
| | |
Pro forma
adjusted carrying value |
| |
Weighted-Average
Estimated Useful life |
| |
Depreciation and
Amortization |
| ||||||
| | |
(in thousands)
|
| |
(in years)
|
| |
(in thousands)
|
| ||||||
Identifiable intangible assets
|
| | | € | 26,511 | | | |
5
|
| | | € | 4,860 | | |
| | | | | | | | |
Less historical amortization expense
|
| | | | (121) | | |
| | | | | | | | |
Adjustment to Cost of Service
|
| | | | 4,739 | | |
| | |
Pro forma
adjusted carrying value |
| |
Weighted-Average
Estimated Useful life |
| |
Depreciation and
Amortization |
| ||||||
| | |
(in thousands)
|
| |
(in years)
|
| |
(in thousands)
|
| ||||||
Right-of-use assets
|
| | | € | 815 | | | |
5
|
| | | € | 149 | | |
| | | | | | | | |
Less historical depreciation and
amortization expense |
| | | | (287) | | |
| | | | | | | | |
Adjustment to Sales, general and
administrative expenses |
| | | | (138) | | |
| | |
For the year ended March 31, 2023
|
| |||||||||
(in thousands, except share and per share data)
|
| |
Historical Games Global
|
| |
Unaudited Pro Forma
Games Global |
| ||||||
Profit attributable to shareholders
|
| | | € | 107,389 | | | | | € | 115,149 | | |
Weighted average number of ordinary shares (basic and diluted)
|
| | | | 102,362,645 | | | | | | 106,018,500 | | |
Profit per share, basic and diluted
|
| | | | 1.05 | | | | | | 1.09 | | |
| | |
For the year ended March 31,
|
| |
For the nine months ended December 31,
|
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022*
|
| |
2023
|
| |
2022
|
| ||||||||||||
Revenue
|
| | | | €306,926 | | | | | | €168,297 | | | | | | €273,223 | | | | | | €221,438 | | |
Cost of services
|
| | | | (135,289) | | | | | | (68,635) | | | | | | (111,967) | | | | | | (95,041) | | |
Sales, general and administrative expenses
|
| | | | (59,881) | | | | | | (2,584) | | | | | | (75,729) | | | | | | (40,705) | | |
Profit from operations
|
| | | | 111,756 | | | | | | 97,078 | | | | | | 85,527 | | | | | | 85,692 | | |
Financial income
|
| | | | 1,314 | | | | | | 247 | | | | | | 926 | | | | | | 132 | | |
Financial expenses
|
| | | | (2,468) | | | | | | — | | | | | | (5,351) | | | | | | (2,747) | | |
Profit before tax
|
| | | | 110,602 | | | | | | 97,325 | | | | | | 81,102 | | | | | | 83,077 | | |
Taxation
|
| | | | (2,766) | | | | | | — | | | | | | (2,030) | | | | | | (1,654) | | |
Profit for the year/period
|
| | | | €107,836 | | | | | | €97,325 | | | | | | €79,072 | | | | | | €81,423 | | |
| | |
For the nine months ended December 31,
|
| |||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| ||||||
Indirect revenue
|
| | | € | 141,926 | | | | | € | 125,874 | | |
Direct revenue
|
| | | | 129,601 | | | | | | 94,708 | | |
Other revenue
|
| | | | 1,696 | | | | | | 856 | | |
Total
|
| | | € | 273,223 | | | | | € | 221,438 | | |
| | |
For the year ended March 31,
|
| |||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| ||||||
Indirect revenue
|
| | | € | 171,767 | | | | | € | 163,934 | | |
Direct revenue
|
| | | | 133,878 | | | | | | — | | |
Other revenue
|
| | | | 1,281 | | | | | | 4,363 | | |
Total
|
| | | € | 306,926 | | | | | € | 168,297 | | |
| | |
For the year ended
March 31, |
| |
For the nine months
ended December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Adjusted EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the year/period
|
| | | | €107,836 | | | | | | €97,325 | | | | | | €79,072 | | | | | | €81,423 | | |
Taxation
|
| | | | 2,766 | | | | | | — | | | | | | 2,030 | | | | | | 1,654 | | |
Financial income
|
| | | | (1,314) | | | | | | (247) | | | | | | (926) | | | | | | (132) | | |
Financial expenses
|
| | | | 2,468 | | | | | | — | | | | | | 5,351 | | | | | | 2,747 | | |
Depreciation
|
| | | | 1,790 | | | | | | — | | | | | | 1,822 | | | | | | 632 | | |
Amortization
|
| | | | 28,574 | | | | | | 16,111 | | | | | | 29,238 | | | | | | 21,036 | | |
IPO costs(1)
|
| | | | 2,869 | | | | | | — | | | | | | 4,253 | | | | | | 2,512 | | |
Adjusted EBITDA
|
| | | | €144,989 | | | | | | €113,189 | | | | |
|
€120,840
|
| | | | | €109,872 | | |
Profit margin
|
| | | | 35.1% | | | | | | 57.8% | | | | | | 28.9% | | | | | | 36.8% | | |
Adjusted EBITDA Margin
|
| | |
|
47.2%
|
| | | |
|
67.3%
|
| | | |
|
44.2%
|
| | | |
|
49.6%
|
| |
| | |
For the year ended
March 31, |
| |
For the nine months ended
December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Cash flow from operating activities before changes in working capital
|
| | | | €139,746 | | | | | | €113,189 | | | | | | €112,207 | | | | | | €105,035 | | |
Cash flow from changes in working capital
|
| | | | (37,110) | | | | | | 14,107 | | | | | | 3,115 | | | | | | (31,662) | | |
Income taxes paid
|
| | | | (813) | | | | | | — | | | | | | (2,187) | | | | | | (238) | | |
Net cash provided by operating activities
|
| | | | 101,823 | | | | | | 127,296 | | | | | | 113,135 | | | | | | 73,135 | | |
Net cash used in investing activities
|
| | | | (17,077) | | | | | | (50,067) | | | | | | (28,005) | | | | | | (16,769) | | |
Net cash used in financing activities
|
| | | | (40,496) | | | | | | (77,229) | | | | | | (74,174) | | | | | | (26,396) | | |
Net increase in cash and cash equivalents
|
| | | | €44,250 | | | | | | €— | | | | | | €10,956 | | | | | | €29,970 | | |
Exchange rate difference in cash and cash equivalents
|
| | | | 1,009 | | | | | | — | | | | | | (734) | | | | | | (521) | | |
Cash and cash equivalents at end of period
|
| | | | €45,259 | | | | | | €— | | | | | | €55,481 | | | | | | €29,449 | | |
Employees
|
| |
December 31,
2023 |
| |
March 31,
2023 |
| |
December 31,
2022 |
| |||||||||
Function: | | | | | | | | | | | | | | | | | | | |
Development(1)
|
| | | | 658 | | | | | | 642 | | | | | | 615 | | |
Non-Development
|
| | | | 336 | | | | | | 272 | | | | | | 251 | | |
Total Employees
|
| | | | 994 | | | | | | 914 | | | | | | 866 | | |
Geographic Distribution: | | | | | | | | | | | | | | | | | | | |
Isle of Man
|
| | | | 164 | | | | | | 154 | | | | | | 148 | | |
South Africa
|
| | | | 440 | | | | | | 414 | | | | | | 387 | | |
Estonia
|
| | | | 113 | | | | | | 118 | | | | | | 117 | | |
United Kingdom
|
| | | | 64 | | | | | | 59 | | | | | | 57 | | |
United States
|
| | | | 111 | | | | | | 90 | | | | | | 87 | | |
Other
|
| | | | 102 | | | | | | 79 | | | | | | 70 | | |
Total Employees
|
| | | | 994 | | | | | | 914 | | | | | | 866 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Executive Officers | | | | | | | | | | |
Walter Bugno | | | | | 64 | | | |
Chief Executive Officer and Director
|
|
Timothy Mickley | | | | | 54 | | | |
Chief Financial Officer and Director
|
|
Non-Executive Directors | | | | | | | | | | |
M. Gavin Isaacs | | | | | 59 | | | | Chairman | |
Sheila Bangalore | | | | | 46 | | | | Non-Executive Director | |
Guy Templer | | | | | 55 | | | | Non-Executive Director | |
Charles P. Cohen | | | | | 54 | | | | Non-Executive Director | |
Diego Biasi | | | | | 50 | | | | Non-Executive Director | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Beneficial Ownership
After the Offering |
| |||||||||||||||||||||
| | |
Beneficial Ownership
Before the Offering |
| |
Number of Shares
Being Offered |
| |
Assuming No
Exercise of the Underwriters’ Option |
| |
Assuming the
Underwriters’ Option is Exercised in Full |
| ||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Assuming No
Exercise of the Underwriters’ Option |
| |
Assuming the
Underwriters’ Option is Exercised in Full |
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||||||||
Greater than 5% and selling shareholder
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Zinnia Limited(1)
|
| | | | 106,018,500 | | | | | | 100% | | | | | | 8,500,000 | | | | | | 10,675,000 | | | | | | 97,518,500 | | | | | | 87.1% | | | | | | 95,343,500 | | | | | | 85.1% | | |
Executive officers and non-executive
directors |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walter Bugno
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Timothy Mickley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
M. Gavin Isaacs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sheila Bangalore
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guy Templer
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Charles P. Cohen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Diego Biasi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and non-executive directors as a group (7 persons)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Isle of Man
|
| |
Delaware
|
|
|
Number of Directors
|
| | Under the Isle of Man Companies Act, a company must have at least one director and the number of directors may be fixed by or in the manner provided in a company’s articles of association. | | | Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws. | |
| | | |
Isle of Man
|
| |
Delaware
|
|
|
Removal of Directors
|
| | Under the Isle of Man Companies Act, shareholders may remove a director or directors without cause by a resolution passed by a simple majority of votes at a general meeting, or by a written resolution consented to by shareholders with at least 75 per cent of the voting rights, notwithstanding anything in the company’s memorandum or articles of association and irrespective of any provisions of any service contract the director has with the company. The Isle of Man Companies Act provides that the notice of a meeting called to remove a director shall state that that is the (or a) purpose of the meeting, but does not otherwise prescribe procedural requirements about removal. | | | Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (1) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, stockholders may effect such removal only for cause, or (2) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him/her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which (s)he is a part. | |
|
Vacancies on the Board of Directors
|
| |
Under the Isle of Man Companies Act, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association.
Unless the memorandum or articles provide otherwise, a person may be appointed as a director of a company by resolution of either the directors or the shareholders of the company.
|
| | Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (1) otherwise provided in the certificate of incorporation or bylaws of the corporation or (2) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy. | |
|
Annual General Meeting
|
| | The Isle of Man Companies Act does not prescribe when meetings of shareholders must take place and does not require an annual general meeting. | | | Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. | |
| | | |
Isle of Man
|
| |
Delaware
|
|
|
General Meeting
|
| |
Under the Isle of Man Companies Act, a general meeting of the shareholders of a company may be called by the directors or such person or persons as may be authorized by the memorandum or articles to call the meeting.
Shareholders holding at least 10% (or such smaller percentage as may be specified in the memorandum or articles) of the voting rights in relation thereto (excluding any treasury shares) can require the directors to call a general meeting.
|
| | Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. | |
|
Notice of General Meetings
|
| |
Under the Isle of Man Companies Act, subject to a company’s articles of association providing for a longer period, at least 14 days’ notice of a meeting of shareholders is required to be given to shareholders entitled to vote at the meeting.
The shareholders may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 90% (or such smaller percentage as may be specified in the articles) of the voting rights in relation thereto.
|
| | Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting. | |
|
Quorum
|
| | Subject to the provisions of a company’s articles of association, the Isle of Man Companies Act provides that shareholders holding at least 10 per cent of the voting rights in relation thereto present at a meeting (in person or by proxy) shall constitute a quorum. | | |
The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders.
|
|
|
Proxy
|
| | Under the Isle of Man Companies Act, subject to contrary provision in its memorandum or articles, a shareholder may be represented | | | Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such | |
| | | |
Isle of Man
|
| |
Delaware
|
|
| | | | at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder. | | | proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director. | |
|
Issue of New Shares
|
| | Under and subject to the Isle of Man Companies Act, subject to the memorandum and articles of the company, shares in a company may be issued, and options to acquire shares in a company may be granted, at such times, to such persons, for such consideration and on such terms as the directors may determine. | | | Under Delaware law, if the company’s certificate of incorporation so provides, the directors have the power to authorize additional stock. The directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the company or any combination thereof. | |
|
Preemptive Rights
|
| | Under Isle of Man law, shareholders have no preemptive rights to subscribe to additional issues of shares or to any security convertible into such shares unless, and except to the extent that, such rights are expressly provided for in the memorandum or articles of the company. | | | Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation. | |
|
Authority to Allot
|
| |
Under the Isle of Man Companies Act, the board of directors has the power to authorize the issuance of shares, which may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.
Before issuing shares for a consideration other than money, the directors are required to pass a resolution stating (a) the amount to be credited for the issue of the shares (b) their determination of the reasonable present cash value of the non-money consideration for the issue and (c) that, in their
|
| | Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive. | |
| | | |
Isle of Man
|
| |
Delaware
|
|
| | | | opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the shares. | | | | |
|
Liability of Directors and Officers
|
| |
Under the Isle of Man Companies Act, subject to contrary provision in its articles, a company may indemnify a director, or a person acting as director or similar officer of another entity at the request of the company.
Such indemnity may be against all expenses, judgments, fines and amounts paid and reasonably incurred in connection with legal, administrative or investigative proceedings (actual or threatened) against the indemnified person, by reason of being a director (or similar officer).
Such indemnity does not apply unless the person claiming the indemnity acted honestly and in good faith and in what such person believed to be in the best interests of the company and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct of such person was unlawful. An indemnity in breach of these restrictions is void.
|
| |
Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
•
any breach of the director’s duty of loyalty to the corporation or its stockholders;
•
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•
intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or
•
any transaction from which the director derives an improper personal benefit.
|
|
|
Voting Rights
|
| |
Under the Isle of Man Companies Act, unless the memorandum or articles make contrary provision, votes of shareholders shall be counted according to the votes attached to the shares held by the shareholder voting.
A company’s articles of association may provide for voting on a show of hands and/or by a poll.
Under the Isle of Man Companies Act, unless otherwise specified in the memorandum or articles of the company, a
|
| | Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. | |
| | | |
Isle of Man
|
| |
Delaware
|
|
| | | | resolution of shareholders is passed (a) at a meeting of shareholders, by a majority of in excess of 50% of the voting rights exercised in relation thereto or (b) by consent thereto in writing (including electronic communication) by all, or a percentage specified in the memorandum or articles, of the shareholders entitled to vote thereon. | | | | |
|
Shareholder Vote on Certain Transactions
|
| |
The Isle of Man Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers.
A consolidation or merger involving only Isle of Man solvent companies can be authorized by a resolution passed by shareholders holding at least 75 per cent of the voting rights exercised in relation thereto.
A scheme of arrangement may be effected subject to:
•
the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number representing 75 per cent in value of the creditors or class of creditors, or shareholders or class of shareholders, as the case may be, present and voting at the meeting; and
•
the sanction of the court.
|
| |
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
•
the approval of the board of directors; and
•
the approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of the corporation entitled to vote on the matter.
|
|
|
Standard of Conduct for Directors
|
| |
Under Isle of Man law, though not prescribed by statute, a director owes various duties to the company, including:
•
to act in the way (s)he considers, in good faith, would be most likely to promote the success of the company for the
|
| | Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a | |
| | | |
Isle of Man
|
| |
Delaware
|
|
| | | |
benefit of its shareholders as a whole;
•
to avoid a situation in which (s)he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company;
•
to act in accordance with the company’s constitution and only exercise her/his powers for the purposes for which they are conferred;
•
to exercise independent judgment;
•
to exercise reasonable care, skill and diligence;
•
not to accept benefits from a third party conferred by reason of being a director or doing, or not doing, anything as a director; and
•
to declare any interest that (s)he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.
|
| |
well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.
Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself/herself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner (s)he reasonably believes to be in the best interests of the corporation. (S)he must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation.
In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.
|
|
| | | |
Isle of Man
|
| |
Delaware
|
|
|
Shareholder Suits
|
| |
Under Isle of Man law the company, rather than its shareholders, is generally the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management.
Notwithstanding this general position, the Isle of Man Companies Act provides that the court may, on the application of a shareholder of a company, grant leave to that shareholder (a) to bring proceedings in the name and on behalf of that company or (b) to intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company.
Leave to bring or intervene in proceedings may be granted only if the court is satisfied that (a) the company does not intend to bring, diligently continue or defend, or discontinue the proceedings, as the case may be or (b) it is in the interests of the company that the conduct of the proceedings should not be left to the directors or to the determination of the shareholders as a whole.
|
| |
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
•
state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and
•
allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
•
state the reasons for not making the effort.
Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
|
|
|
Earliest Date Available for Sale in the Public Market
|
| |
Number of Ordinary Shares
|
|
| 181st day following the date of this prospectus | | | Up to 97,518,500 shares | |
Name
|
| |
Number of
Ordinary Shares |
| |||
J.P. Morgan Securities LLC
|
| | | | | | |
Jefferies LLC
|
| | | | | | |
Macquarie Capital (USA) Inc.
|
| | | | | | |
Barclays Capital Inc.
|
| |
|
| |||
BTIG, LLC
|
| | | | | | |
Total
|
| | | | 14,500,000 | | |
| | |
Paid by Us
|
| |||||||||
| | |
Without
option to purchase additional ordinary shares exercise |
| |
With full
option to purchase additional ordinary shares exercise |
| ||||||
Per Share
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
| | |
Paid by the Selling Shareholder
|
| |||||||||
| | |
Without
option to purchase additional ordinary shares exercise |
| |
With full
option to purchase additional ordinary shares exercise |
| ||||||
Per Share
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
Expenses
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | 46,763 | | |
FINRA filing fee
|
| | | | 48,024 | | |
NYSE listing fee
|
| | | | 300,000 | | |
Printing expenses
|
| | | | 325,000 | | |
Legal fees and expenses
|
| | | | 4,000,000 | | |
Accounting fees and expenses
|
| | | | 750,000 | | |
Transfer agent and registrar fees and expenses
|
| | | | 25,000 | | |
Miscellaneous costs
|
| | | | 55,213 | | |
Total
|
| | | $ | 5,550,000 | | |
| | |
Page
|
| |||
Consolidated and Combined Financial Statements for the Years Ended March 31, 2023 and 2022 | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | |
|
Unaudited Condensed Consolidated Interim Financial Statements for the Nine Months Ended December 31, 2023 and December 31, 2022
|
| ||||||
| | | | | F-57 | | | |
| | | | | F-58 | | | |
| | | | | F-59 | | | |
| | | | | F-60 | | | |
| | | | | F-61 | | | |
| | | | | F-62 | | |
|
Financial Statements for Year Ended March 31, 2022 and the Period from June 9, 2020 (Inception Date) through March 31, 2021
|
| |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| Condensed Financial Statements (Unaudited) for Three Months Ended June 30, 2022 and June 30, 2021 | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| Combined Financial Statements for the Years Ended December 31, 2022 | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | | | | | |
Year ended March 31,
|
| |||||||||
| | |
Notes
|
| |
2023*
|
| |
2022
|
| |||||||||
Revenues
|
| | | | 5 | | | | | | 306,926 | | | | | | 168,297 | | |
Cost of services
|
| | | | 6 | | | | | | (135,289) | | | | | | (68,635) | | |
Sales, general and administrative expenses
|
| | | | 7 | | | | | | (59,881) | | | | | | (2,584) | | |
Profit from operations
|
| | | | | | | | | | 111,756 | | | | | | 97,078 | | |
Financial income
|
| | | | 9 | | | | | | 1,314 | | | | | | 247 | | |
Financial expenses
|
| | | | 9 | | | | | | (2,468) | | | | | | — | | |
Profit before tax
|
| | | | | | | | | | 110,602 | | | | | | 97,325 | | |
Taxation
|
| | | | 10 | | | | | | (2,766) | | | | | | — | | |
Profit for the year
|
| | | | | | | | | | 107,836 | | | | | | 97,325 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | |
Shareholders of Games Global Limited or parent
|
| | | | | | | | |
|
107,389
|
| | | |
|
97,325
|
| |
Non-controlling interest
|
| | | | | | | | |
|
447
|
| | | |
|
—
|
| |
| | | | | | | | | | | 107,836 | | | | | | 97,325 | | |
Earnings per share | | | | | | | | | | | | | | | | | | | |
Net profit per share attributable to ordinary shareholders, basic and
diluted |
| | | | 11 | | | | |
€
|
1.05
|
| | | |
€
|
1.34
|
| |
| | |
Year ended March 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Profit for the year
|
| | | | 107,836 | | | | | | 97,325 | | |
Items that will or may be reclassified to profit or loss | | | | | | | | | | | | | |
Exchange loss arising on translation of foreign operations
|
| | | | (4,575) | | | | | | — | | |
Total other comprehensive loss
|
| | | | (4,575) | | | | | | — | | |
Total comprehensive income for the year
|
| | | | 103,261 | | | | | | 97,325 | | |
Total comprehensive income attributable to: | | | | | | | | | | | | | |
Shareholders of Games Global Limited or parent
|
| | |
|
102,814
|
| | | |
|
97,325
|
| |
Non-controlling interest
|
| | |
|
447
|
| | | |
|
—
|
| |
| | | | | 103,261 | | | | | | 97,325 | | |
| | | | | |
As at March 31,
|
| |
As at April 1,
|
| ||||||||||||
| | |
Notes
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | |
Non-Current Assets | | | | | | | | | | | | | | | | | | | | | | |
Goodwill
|
| |
13
|
| | | | 92,703 | | | | | | — | | | | | | — | | |
Intangible assets
|
| |
14
|
| | | | 137,398 | | | | | | 88,300 | | | | | | 54,337 | | |
Property, plant and equipment
|
| |
15
|
| | | | 3,306 | | | | | | — | | | | | | — | | |
Right of use assets
|
| |
16
|
| | | | 6,713 | | | | | | — | | | | | | — | | |
Long term receivables
|
| |
17
|
| | | | 1,025 | | | | | | 3,345 | | | | | | 3,210 | | |
Total Non-Current Assets
|
| | | | | | | 241,145 | | | | | | 91,645 | | | | | | 57,547 | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| |
17
|
| | | | 78,715 | | | | | | 18,540 | | | | | | 27,844 | | |
Other current asset
|
| |
17
|
| | | | 43,761 | | | | | | — | | | | | | — | | |
Cash and cash equivalents
|
| |
25
|
| | | | 45,259 | | | | | | — | | | | | | — | | |
Total Current Assets
|
| | | | | | | 167,735 | | | | | | 18,540 | | | | | | 27,844 | | |
Total Assets
|
| | | | | | | 408,880 | | | | | | 110,185 | | | | | | 85,391 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | | | | | | | |
Net parent investment
|
| |
28
|
| | | | — | | | | | | 88,920 | | | | | | 68,966 | | |
Share capital
|
| |
21
|
| | | | — | | | | | | — | | | | | | — | | |
Share premium
|
| |
22, 23
|
| | | | 162,068 | | | | | | — | | | | | | — | | |
Foreign exchange reserve
|
| |
23
|
| | | | (4,575) | | | | | | — | | | | | | — | | |
Retained earnings
|
| |
23
|
| | | | 107,077 | | | | | | — | | | | | | — | | |
Total equity attributable to the shareholders of Games Global
Limited or parent |
| | | | | | | 264,570 | | | | | | 88,920 | | | | | | 68,966 | | |
Non-controlling interest
|
| |
24
|
| | | | 14,045 | | | | | | — | | | | | | — | | |
Total Equity
|
| | | | | | | 278,615 | | | | | | 88,920 | | | | | | 68,966 | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| |
18
|
| | | | 49,352 | | | | | | 21,265 | | | | | | 16,425 | | |
Deferred consideration
|
| |
19
|
| | | | 63,596 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| |
16
|
| | | | 1,238 | | | | | | — | | | | | | — | | |
Current tax liability
|
| |
10
|
| | | | 4,996 | | | | | | — | | | | | | — | | |
Total Current Liabilities
|
| | | | | | | 119,182 | | | | | | 21,265 | | | | | | 16,425 | | |
Non-Current liabilities | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| |
16
|
| | | | 5,593 | | | | | | — | | | | | | — | | |
Deferred tax liability
|
| |
20
|
| | | | 5,183 | | | | | | — | | | | | | — | | |
Provisions
|
| | | | | | | 307 | | | | | | — | | | | | | — | | |
Total Non-Current Liabilities
|
| | | | | | | 11,083 | | | | | | — | | | | | | — | | |
Total Liabilities
|
| | | | | | | 130,265 | | | | | | 21,265 | | | | | | 16,425 | | |
Total Equity and Liabilities
|
| | | | | | | 408,880 | | | | | | 110,185 | | | | | | 85,391 | | |
| | |
Share
capital €’000 |
| |
Share
premium €’000 |
| |
Net parent
investment €’000 |
| |
Foreign
exchange reserve €’000 |
| |
Retained
earnings €’000 |
| |
Total equity
attributable to the shareholders of Games Global Limited or parent €’000 |
| |
Non-
controlling interest €’000 |
| |
Total
equity €’000 |
| ||||||||||||||||||||||||
At April 1, 2021
|
| | | | — | | | | | | — | | | | | | 68,966 | | | | | | — | | | | | | — | | | | |
|
68,966
|
| | | | | — | | | | |
|
68,966
|
| |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the year
|
| | | | — | | | | | | — | | | | | | 97,325 | | | | | | — | | | | | | — | | | | | | 97,325 | | | | | | — | | | | | | 97,325 | | |
Total comprehensive income
|
| | | | — | | | | | | — | | | | | | 97,325 | | | | | | — | | | | | | — | | | | | | 97,325 | | | | | | — | | | | | | 97,325 | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net transfers to parent
|
| | | | — | | | | | | — | | | | | | (77,370) | | | | | | — | | | | | | — | | | | | | (77,370) | | | | | | — | | | | | | (77,370) | | |
Total transactions with owners
|
| | | | — | | | | | | — | | | | | | (77,370) | | | | | | — | | | | | | — | | | | | | (77,370) | | | | | | — | | | | | | (77,370) | | |
At March 31, 2022
|
| | | | — | | | | | | — | | | | |
|
88,920
|
| | | | | — | | | | | | — | | | | |
|
88,920
|
| | | | | — | | | | |
|
88,920
|
| |
At April 1, 2022
|
| | | | — | | | | | | — | | | | |
|
88,920
|
| | | | | — | | | | | | — | | | | |
|
88,920
|
| | | | | — | | | | |
|
88,920
|
| |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,389 | | | | | | 107,389 | | | | | | 447 | | | | | | 107,836 | | |
Other comprehensive loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,575) | | | | | | — | | | | | | (4,575) | | | | | | — | | | | | | (4,575) | | |
Total comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,575) | | | | | | 107,389 | | | | | | 102,814 | | | | | | 447 | | | | | | 103,261 | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issue of share capital
|
| | | | — | | | | | | 162,068 | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,068 | | | | | | — | | | | | | 162,068 | | |
Dividends
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (311) | | | | | | (311) | | | | | | — | | | | | | (311) | | |
Non-controlling interest on business
combinations |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,598 | | | | | | 13,598 | | |
Distribution to net parent entity
|
| | | | — | | | | | | — | | | | | | 1,700 | | | | | | — | | | | | | — | | | | | | 1,700 | | | | | | — | | | | | | 1,700 | | |
Elimination of net parent investment
|
| | | | — | | | | | | — | | | | | | (90,620) | | | | | | — | | | | | | — | | | | | | (90,620) | | | | | | — | | | | | | (90,620) | | |
Total transactions with owners
|
| | | | — | | | | | | 162,068 | | | | | | (88,920) | | | | | | — | | | | | | (311) | | | | | | 72,837 | | | | | | 13,598 | | | | | | 86,435 | | |
At March 31, 2023
|
| | | | — | | | | | | 162,068 | | | | | | — | | | | | | (4,575) | | | | | | 107,077 | | | | |
|
264,571
|
| | | | | 14,045 | | | | |
|
278,615
|
| |
| | |
Year ended March 31,
|
| |||||||||||||||
| | |
Notes
|
| |
2023
|
| |
2022
|
| |||||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Profit before tax
|
| | | | | | | | | | 110,602 | | | | | | 97,325 | | |
Adjustment for non-cash items: | | | | | | | | | | | | | | | | | | | |
Amortization
|
| | | | 14 | | | | | | 28,574 | | | | | | 16,111 | | |
Depreciation
|
| | | | 15 | | | | | | 922 | | | | | | — | | |
Depreciation of Right of use Assets
|
| | | | 16 | | | | | | 868 | | | | | | — | | |
Finance income
|
| | | | 9 | | | | | | (1,354) | | | | | | (247) | | |
Finance expense
|
| | | | 9 | | | | | | 134 | | | | | | — | | |
Cash flow from operating activities before changes in working capital
|
| | | | | | | | | | 139,746 | | | | | | 113,189 | | |
(Increase)/decrease in trade receivables
|
| | | | 17 | | | | | | (40,558) | | | | | | 9,269 | | |
Increase in trade payables
|
| | | | 18 | | | | | | 3,448 | | | | | | 4,838 | | |
Cash flow from operating activities
|
| | | | | | | | | | 102,636 | | | | | | 127,296 | | |
Income taxes paid
|
| | | | | | | | | | (813) | | | | | | — | | |
Net cash flows provided by operating activities
|
| | | | | | | | | | 101,823 | | | | | | 127,296 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiaries, net of cash acquired
|
| | | | 4 | | | | | | 13,258 | | | | | | — | | |
Purchases of property, plant and equipment
|
| | | | 15 | | | | | | (2,036) | | | | | | — | | |
Purchase of intangible fixed assets – purchased IP
|
| | | | 14 | | | | | | (16,177) | | | | | | (50,067) | | |
Purchase of intangible fixed assets – internally developed IP
|
| | | | 14 | | | | | | (11,775) | | | | | | — | | |
Purchase of intangible fixed assets – other
|
| | | | 14 | | | | | | (347) | | | | | | — | | |
Net cash used in investing activities
|
| | | | | | | | | | (17,077) | | | | | | (50,067) | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of share capital
|
| | | | | | | | | | — | | | | | | — | | |
Interest paid on lease liabilities
|
| | | | 16 | | | | | | (134) | | | | | | — | | |
Principal paid on lease liabilities
|
| | | | 16 | | | | | | (458) | | | | | | — | | |
Proceeds from loans and borrowings
|
| | | | | | | | | | — | | | | | | 141 | | |
Contributions to parent entity
|
| | | | | | | | | | — | | | | | | (77,370) | | |
Payment of deferred consideration
|
| | | | 19 | | | | | | (39,904) | | | | | | — | | |
Net cash used in financing activities
|
| | | | | | | | | | (40,496) | | | | | | (77,229) | | |
Net increase in cash and cash equivalents
|
| | | | | | | | | | 44,250 | | | | | | — | | |
Net increase in cash and cash equivalents
|
| | | | | | | | | | 44,250 | | | | | | — | | |
Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year
|
| | | | | | | | | | — | | | | | | — | | |
Exchange rate difference in cash and cash equivalents
|
| | | | | | | | | | 1,009 | | | | | | — | | |
Cash and cash equivalents at end of year
|
| | | | 25 | | | | | | 45,259 | | | | | | — | | |
| | |
For the year ended March 31, 2023 (€’000)
|
| |||||||||||||||
| | |
As previously
stated |
| |
Adjustment
|
| |
As restated
|
| |||||||||
Consolidated and Combined Statement of Profit or Loss | | | | | |||||||||||||||
Profit attributable to ordinary shareholders
|
| | | € | 107,389 | | | | | | — | | | | | € | 107,389 | | |
Weighted average shares outstanding of ordinary shares, basic
and diluted |
| | | | 1,023,626 | | | | | | 101,339,019 | | | | | | 102,362,645 | | |
Net profit per share attributable to ordinary shareholders, basic and diluted
|
| | | € | 104.91 | | | | | € | (103.86) | | | | | € | 1.05 | | |
| | |
At March 31, 2023
|
| |||||||||||||||
Note 21 – Share Capital | | | | | |||||||||||||||
Authorised number of ordinary shares
|
| | | | 1,060,185 | | | | | | 104,958,315 | | | | | | 106,018,500 | | |
| | | | | |
% of Share Capital
|
| |||||||||
Company
|
| |
Incorporated
|
| |
2023
|
| |
2022
|
| ||||||
Games Global Limited
|
| | Isle of Man | | | | | | | | | | | | | |
Subsidiary | | | | | | | | | | | | | | | | |
Games Global UK Limited
|
| | United Kingdom | | | | | 100% | | | | | | 100% | | |
Games Global Works Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Global Operations Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Foundry Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Global Holdings SA (PTY)
|
| | South Africa | | | | | 100% | | | | | | 100% | | |
Quickfire Limited
|
| | Isle of Man | | | | | 100% | | | | | | — | | |
Prima Networks Limited
|
| | Malta | | | | | 100% | | | | | | — | | |
Prima Networks Spain Limited
|
| | Malta | | | | | 100% | | | | | | — | | |
Creative Foundry SA (PTY)
|
| | South Africa | | | | | 100% | | | | | | — | | |
Oakwood Services Limited
|
| | Gibraltar | | | | | 100% | | | | | | — | | |
Games Global Estonia OÜ
|
| | Estonia | | | | | 100% | | | | | | — | | |
Almond Gaming Limited
|
| | Malta | | | | | 100% | | | | | | — | | |
Corvide Limited
|
| | United Kingdom | | | | | 100% | | | | | | — | | |
Mahigaming LLC
|
| | Delaware | | | | | 100% | | | | | | — | | |
Games Global Operations Spain, S.L.
|
| | Spain | | | | | 100% | | | | | | — | | |
Games Global USA Inc.
|
| | Delaware | | | | | 100% | | | | | | — | | |
Kova Limited
|
| | Argentina | | | | | 100% | | | | | | — | | |
JFTW Game Development AB*
|
| | Sweden | | | | | 69.29% | | | | | | — | | |
Snowborn Games AB*
|
| | Sweden | | | | | 54.08% | | | | | | — | | |
Snowborn Finland OY*
|
| | Finland | | | | | 54.08% | | | | | | — | | |
Spinplay Holdings Limited*
|
| | Guernsey | | | | | 60% | | | | | | — | | |
Spinplay Nevada Inc.*
|
| | Nevada | | | | | 60% | | | | | | — | | |
Riversun Holdings Inc.*
|
| |
British Virgin Islands
|
| | | | 61.68% | | | | | | — | | |
Company
|
| |
Country
|
| |
Non-Controlling
Interest |
| |||
JFTW Game Development AB
|
| | Sweden | | | | | 30.71% | | |
Snowborn Games AB
|
| | Sweden | | | | | 45.92% | | |
Snowborn Finland OY
|
| | Finland | | | | | 45.92% | | |
Spinplay Holdings Limited
|
| | Guernsey | | | | | 40% | | |
Spinplay Nevada Inc.
|
| | Nevada | | | | | 40% | | |
Riversun Holdings Inc.
|
| |
British Virgin Islands
|
| | | | 38.32% | | |
|
Buildings and leasehold improvements
|
| | 2 – 5 years | |
|
Furniture and fixtures
|
| | 3 – 10 years | |
|
Computer equipment
|
| | 2 – 5 years | |
| | |
Non-current assets by
location of assets |
| |||||||||
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Isle of Man (“IOM”)
|
| | | | 99,449 | | | | | | 91,645 | | |
Europe (Incl. UK & excl. IOM)
|
| | | | 105,640 | | | | | | — | | |
North America
|
| | | | 29,640 | | | | | | — | | |
Rest of World (“ROW”)
|
| | | | 6,416 | | | | | | — | | |
| | | | | 241,145 | | | | | | 91,645 | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 4,236 | | |
Trade and other receivables
|
| | | | 19,896 | | |
Property, plant and equipment
|
| | | | — | | |
Identifiable intangible assets – customer lists
|
| | | | 3,247 | | |
Financial liabilities
|
| | | | (23,430) | | |
Deferred tax assets / (liabilities)
|
| | | | — | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
3,949
|
| |
Goodwill
|
| | | | 2,251 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | | | 6,200 | | |
Deferred cash consideration
|
| | | | — | | |
Total consideration transferred
|
| | | | 6,200 | | |
Net cash outflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | 6,200 | | |
Less: cash and cash balances acquired
|
| | | | (4,236) | | |
| | | | | 1,964 | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 445 | | |
Trade and other receivables
|
| | | | 797 | | |
Property, plant and equipment
|
| | | | — | | |
Identifiable intangible assets
|
| | | | — | | |
Financial liabilities
|
| | | | (107) | | |
Deferred tax assets / (liabilities)
|
| | | | — | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
1,135
|
| |
Goodwill
|
| | | | 14 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | |
|
—
|
| |
Deferred cash consideration
|
| | | | 1,149 | | |
Total consideration transferred
|
| | | | 1,149 | | |
Net cash inflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | — | | |
Less: cash and cash balances acquired
|
| | | | (445) | | |
| | | | | (445) | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 266 | | |
Trade and other receivables
|
| | | | 59 | | |
Property, plant and equipment
|
| | | | 47 | | |
Identifiable intangible assets
|
| | | | — | | |
Financial liabilities
|
| | | | (142) | | |
Deferred tax assets / (liabilities)
|
| | | | — | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
230
|
| |
Goodwill
|
| | | | — | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | |
|
—
|
| |
Deferred cash consideration
|
| | | | 230 | | |
Total consideration transferred
|
| | | | 230 | | |
Net cash inflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | — | | |
Less: cash and cash balances acquired
|
| | | | (266) | | |
| | | | | (266) | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 566 | | |
Trade and other receivables
|
| | | | — | | |
Property, plant and equipment
|
| | | | 320 | | |
Identifiable intangible assets
|
| | | | 45 | | |
Financial liabilities
|
| | | | (35) | | |
Deferred tax assets / (liabilities)
|
| | | | — | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
896
|
| |
| | |
€’000
|
| |||
Goodwill
|
| | | | 405 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | | | 1,301 | | |
Deferred cash consideration
|
| | |
|
—
|
| |
Total consideration transferred
|
| | | | 1,301 | | |
Net cash outflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | 1,301 | | |
Less: cash and cash balances acquired
|
| | | | (566) | | |
| | | | | 735 | | |
|
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 45 | | |
Other receivables
|
| | | | 215 | | |
Property, plant and equipment
|
| | | | 448 | | |
Right of use assets
|
| | | | 1,212 | | |
Identifiable intangible assets
|
| | | | — | | |
Financial liabilities
|
| | | | (1,651) | | |
Deferred tax assets / (liabilities)
|
| | | | — | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
269
|
| |
Goodwill
|
| | | | 31 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | | | 300 | | |
Deferred cash consideration
|
| | |
|
—
|
| |
Total consideration transferred
|
| | | | 300 | | |
Net cash outflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | 300 | | |
Less: cash and cash balances acquired
|
| | | | (45) | | |
| | | | | 255 | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 7,319 | | |
Trade and other receivables
|
| | | | 9,037 | | |
Property, plant and equipment
|
| | | | 450 | | |
Identifiable intangible asset – customer lists
|
| | | | 600 | | |
Identifiable intangible asset – licenses
|
| | | | 2,367 | | |
Financial liabilities
|
| | | | (12,681) | | |
Deferred tax assets / (liabilities)
|
| | | | (148) | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
6,944
|
| |
Goodwill
|
| | | | 5,156 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Deferred cash consideration
|
| | | | 12,100 | | |
Total consideration transferred
|
| | | | 12,100 | | |
Net cash inflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | — | | |
Less: cash and cash balances acquired
|
| | | | (7,715) | | |
| | | | | (7,715) | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 2,577 | | |
Trade and other receivables
|
| | | | 2,909 | | |
Property, plant and equipment
|
| | | | 941 | | |
Identifiable intangible assets
|
| | | | — | | |
Financial liabilities
|
| | | | (7,021) | | |
Deferred tax assets / (liabilities)
|
| | | | (809) | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
(1,403)
|
| |
Goodwill
|
| | | | 3,646 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Elimination of intracompany receivables at acquisition
|
| | | | (2,891) | | |
Settlement of debt
|
| | | | 5,134 | | |
Total consideration transferred
|
| | | | 2,243 | | |
Net cash outflow arising on acquisition: | | | | | | | |
Settlement of debt
|
| | | | 5,134 | | |
Less: cash and cash balances acquired
|
| | | | (2,595) | | |
| | | | | 2,539 | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 3,205 | | |
Trade and other receivables
|
| | | | 549 | | |
Other current asset
|
| | | | 46,664 | | |
Property, plant and equipment
|
| | | | 638 | | |
Right of use assets
|
| | | | 502 | | |
Identifiable intangible assets
|
| | | | 13,500 | | |
Financial liabilities
|
| | | | (1,272) | | |
Deferred tax assets / (liabilities)
|
| | | | (332) | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
63,454
|
| |
Goodwill
|
| | | | 17,346 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Equity instruments
|
| | | | 80,800 | | |
Total consideration transferred
|
| | | | 80,800 | | |
Net cash inflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | — | | |
Less: cash and cash balances acquired
|
| | | | (3,205) | | |
| | | | | (3,205) | | |
| | |
€’000
|
| |||
Cash and cash equivalents
|
| | | | 7,495 | | |
Trade and other receivables
|
| | | | 2,631 | | |
Property, plant and equipment
|
| | | | 55 | | |
Right of use asset
|
| | | | 815 | | |
Identifiable intangible assets
|
| | | | 26,511 | | |
Financial liabilities
|
| | | | (744) | | |
Deferred tax assets/(liabilities)
|
| | | | (5,068) | | |
Uncertain tax provisions (note 10)
|
| | | | (2,314) | | |
Total identifiable assets acquired and liabilities assumed
|
| | |
|
29,381
|
| |
Goodwill
|
| | | | 65,417 | | |
Non-controlling interest
|
| | | | (13,598) | | |
| | | | | 81,200 | | |
Total consideration | | | | | | | |
Satisfied by: | | | | | | | |
Cash
|
| | | | — | | |
Equity instruments
|
| | | | 81,200 | | |
Total consideration transferred
|
| | | | 81,200 | | |
Net cash inflow arising on acquisition: | | | | | | | |
Cash consideration
|
| | | | — | | |
Less: cash and cash balances acquired
|
| | | | (7,495) | | |
| | | | | (7,495) | | |
External revenue by distribution channel
|
| |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Indirect revenues
|
| | | | 171,767 | | | | | | 163,934 | | |
Direct revenue
|
| | | | 133,878 | | | | | | — | | |
Other revenue
|
| | | | 1,281 | | | | | | 4,363 | | |
Total
|
| | |
|
306,926
|
| | | |
|
168,297
|
| |
| | |
Europe*
€’000 |
| |
IOM
€’000 |
| |
North
America €’000 |
| |
Latin
America €’000 |
| |
ROW
€’000 |
| |
Total
€’000 |
| ||||||||||||||||||
Revenue from contracts with customers
|
| | | | 123,085 | | | | | | 162,133 | | | | | | 5,257 | | | | | | 15,161 | | | | | | 1,290 | | | | |
|
306,926
|
| |
| | |
Europe*
€’000 |
| |
IOM
€’000 |
| |
North
America €’000 |
| |
Latin
America €’000 |
| |
ROW
€’000 |
| |
Total
€’000 |
| ||||||||||||||||||
Revenue from contracts with customers
|
| | | | — | | | | | | 168,297 | | | | | | — | | | | | | — | | | | | | — | | | | |
|
168,297
|
| |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Development expenses
|
| | | | 62,758 | | | | | | 52,524 | | |
License, hosting & platform fees
|
| | | | 24,817 | | | | | | — | | |
Staff costs – development personnel (Note 8)
|
| | | | 19,594 | | | | | | — | | |
Amortization of IP
|
| | | | 28,120 | | | | | | 16,111 | | |
Total
|
| | |
|
135,289
|
| | | |
|
68,635
|
| |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Staff costs – other personnel (Note 8)
|
| | | | 30,824 | | | | | | 122 | | |
Legal, audit and other professional fees
|
| | | | 10,255 | | | | | | 976 | | |
Marketing expenses
|
| | | | 3,015 | | | | | | — | | |
IT infrastructure and software expenses
|
| | | | 4,241 | | | | | | 7 | | |
Travel
|
| | | | 3,591 | | | | | | — | | |
Facilities and other operational expenses
|
| | | | 5,711 | | | | | | 1,479 | | |
Depreciation
|
| | | | 1,790 | | | | | | — | | |
Amortization of non-IP assets
|
| | | | 454 | | | | | | — | | |
Total
|
| | |
|
59,881
|
| | | |
|
2,584
|
| |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Directors’ remuneration
|
| | | | 2,924 | | | | | | 71 | | |
Wages and salaries
|
| | | | 37,225 | | | | | | 16 | | |
Social security costs
|
| | | | 5,497 | | | | | | 35 | | |
Other staff costs
|
| | | | 4,772 | | | | | | — | | |
Total
|
| | |
|
50,418
|
| | | |
|
122
|
| |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Interest income
|
| | | | 432 | | | | | | 128 | | |
Fair value gain on derivative financial asset
|
| | | | 882 | | | | | | — | | |
Net foreign exchange gain
|
| | | | — | | | | | | 119 | | |
Total finance income
|
| | | | 1,314 | | | | | | 247 | | |
Lease interest expense
|
| | | | (134) | | | | | | — | | |
Net foreign exchange loss
|
| | | | (2,334) | | | | | | — | | |
Total finance expenses
|
| | |
|
(2,468)
|
| | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Current tax expense: | | | | | | | | | | | | | |
Current tax on profits for the year
|
| | | | 1,959 | | | | | | — | | |
Other overseas tax
|
| | | | 1,550 | | | | | | — | | |
Adjustments in respect of prior years
|
| | | | — | | | | | | — | | |
Total current tax
|
| | | | 3,509 | | | | | | — | | |
Deferred tax expense: | | | | | | | | | | | | | |
Origination and reversal of temporary differences:
|
| | | | (570) | | | | | | — | | |
Movement in respect of purchased intangibles
|
| | | | (173) | | | | | | — | | |
Total deferred tax
|
| | | | (743) | | | | | | — | | |
Total tax expense for the year
|
| | | | 2,766 | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Profit before tax on continuing operations
|
| | | | 110,602 | | | | | | 97,325 | | |
Tax charge applied at 0% (2022: 0%)
|
| | | | — | | | | | | — | | |
Effects of: | | | | | | | | | | | | | |
Reversal of timing differences on purchased intangibles
|
| | | | (173) | | | | | | — | | |
Overseas tax on profits of subsidiaries
|
| | | | 2,939 | | | | | | — | | |
Total tax expense for the year
|
| | | | 2,766 | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Profit attributable to ordinary shareholders
|
| | | | 107,389 | | | | | | 97,325 | | |
Weighted average number for ordinary shares for basic and diluted earnings per share
|
| | | | 102,362,645 | | | | | | 72,876,712 | | |
Profit per share, basic and diluted
|
| | | € | 1.05 | | | | | € | 1.34 | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Amounts recognized as distributions to equity holders in the year: | | | | | | | | | | | | | |
Final dividend for the year ended March 31, 2022 of €nil per share
|
| | | | — | | | | | | — | | |
Interim dividend for the year ended March 31, 2023 of €63,000 per share
|
| | | | 63 | | | | |
|
—
|
| |
Final dividend for the year ended March 31, 2023 of €0.24 per share
|
| | | | 250 | | | | |
|
—
|
| |
| | |
Goodwill
€’000 |
| |||
Cost | | | | | | | |
At April 1, 2021 and March 31, 2022
|
| | |
|
—
|
| |
Acquired through business combinations
|
| | | | 94,266 | | |
Translation | | | | | (1,563) | | |
At March 31, 2023
|
| | | | 92,703 | | |
Net carrying amount | | | | | | | |
At April 1, 2021
|
| | | | — | | |
At March 31, 2022
|
| | | | — | | |
At March 31, 2023
|
| | | | 92,703 | | |
March 31, 2023
|
| |
€’000
|
| |||
Discount rate
|
| | | | 10.8% | | |
Growth rate
|
| | | | 2.0% | | |
| | |
Acquired
Game IP €’000 |
| |
Developed
Game IP €’000 |
| |
Assets
under construction €’000 |
| |
Customer
Lists €’000 |
| |
Licenses
€’000 |
| |
Other
intangibles €’000 |
| |
Total
€’000 |
| |||||||||||||||||||||
Cost | | | | | | | | | |||||||||||||||||||||||||||||||||||
At April 1, 2021
|
| | |
|
66,328
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | |
|
66,328
|
| |
Additions
|
| | |
|
50,067
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | |
|
50,067
|
| |
At March 31, 2022
|
| | | | 116,395 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 116,395 | | |
Additions
|
| | |
|
14,424
|
| | | |
|
3,453
|
| | | |
|
11,775
|
| | | |
|
—
|
| | | | | — | | | | |
|
351
|
| | | |
|
30,003
|
| |
Additions – business combinations (note 4)
|
| | | | 41,669 | | | | | | — | | | | | | — | | | | | | 3,800 | | | | | | 2,200 | | | | | | — | | | | |
|
47,669
|
| |
At March 31, 2023
|
| | | | 172,488 | | | | | | 3,453 | | | | | | 11,775 | | | | | | 3,800 | | | | | | 2,200 | | | | | | 351 | | | | | | 194,067 | | |
Amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At April 1, 2021
|
| | |
|
(11,984)
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
(11,984)
|
| |
Charge for the year
|
| | |
|
(16,111)
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
(16,111)
|
| |
At March 31, 2022
|
| | | | (28,095) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (28,095) | | |
Charge for the year
|
| | | | (27,038) | | | | | | (1,082) | | | | | | — | | | | | | (229) | | | | | | (211) | | | | | | (14) | | | | | | (28,574) | | |
At March 31, 2023
|
| | | | (55,133) | | | | | | (1,082) | | | | | | — | | | | | | (229) | | | | | | (211) | | | | | | (14) | | | | | | (56,669) | | |
Net carrying amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At April 1, 2021
|
| | |
|
54,344
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | |
|
54,344
|
| |
At March 31, 2022
|
| | | | 88,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,300 | | |
At March 31, 2023
|
| | | | 117,355 | | | | | | 2,371 | | | | | | 11,775 | | | | | | 3,571 | | | | | | 1,989 | | | | | | 337 | | | | | | 137,398 | | |
| | |
Land,
buildings and leasehold improvements €’000 |
| |
Furniture
and fixtures €’000 |
| |
Computer
equipment €’000 |
| |
Total
€’000 |
| ||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | |
At April 1, 2021 and March 31, 2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Additions
|
| | | | 899 | | | | | | 70 | | | | | | 1,066 | | | | | | 2,035 | | |
Additions – business combinations (note 4)
|
| | | | 353 | | | | | | 370 | | | | | | 1,827 | | | | | | 2,550 | | |
Disposals
|
| | | | — | | | | | | (17) | | | | | | (371) | | | | | | (388) | | |
Exchange differences
|
| | | | (5) | | | | | | (11) | | | | | | 47 | | | | | | 31 | | |
At March 31, 2023
|
| | | | 1,247 | | | | | | 412 | | | | | | 2,569 | | | | | | 4,228 | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | |
At April 1, 2021 and March 31, 2022
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Charge for the year
|
| | | | (75) | | | | | | (81) | | | | | | (766) | | | | | | (922) | | |
Exchange differences
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
At March 31, 2023
|
| | | | (75) | | | | | | (81) | | | | | | (766) | | | | | | (922) | | |
Net carrying amount | | | | | | | | | | | | | | | | | | | | | | | | | |
At April 1, 2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
At March 31, 2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
At March 31, 2023
|
| | | | 1,172 | | | | | | 331 | | | | | | 1,803 | | | | | | 3,306 | | |
Right-of-use asset
|
| |
Buildings
€’000 |
| |
Total
€’000 |
| ||||||
Cost | | | | | | | | | | | | | |
At April 1, 2021 and March 31, 2022
|
| | | | — | | | | | | — | | |
Additions
|
| | | | 4,528 | | | | | | 4,528 | | |
Additions – business combinations (note 4)
|
| | | | 3,031 | | | | | | 3,031 | | |
Exchange differences
|
| | | | (2) | | | | | | (2) | | |
At March 31, 2023
|
| | | | 7,557 | | | | | | 7,557 | | |
Accumulated depreciation | | | | | | | | | | | | | |
At April 1, 2021 and March 31, 2022
|
| | | | — | | | | | | — | | |
Charge for the year
|
| | | | (844) | | | | | | (844) | | |
Exchange differences
|
| | | | — | | | | | | — | | |
At March 31, 2023
|
| | | | (844) | | | | | | (844) | | |
Right-of-use asset
|
| |
Buildings
€’000 |
| |
Total
€’000 |
| ||||||
Net carrying amount | | | | | | | | | | | | | |
At April 1, 2021
|
| | | | — | | | | | | — | | |
At March 31, 2022
|
| | | | — | | | | | | — | | |
At March 31, 2023
|
| | | | 6,713 | | | | | | 6,713 | | |
|
Amounts recognized in profit and loss
|
| |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Depreciation expense on right of use assets
|
| | | | 868 | | | | | | — | | |
Interest expense on lease liabilities
|
| | | | 134 | | | | | | — | | |
Expense on short term and low value assets
|
| | | | 14 | | | | | | — | | |
Total
|
| | |
|
1,016
|
| | | |
|
—
|
| |
Lease liability
|
| |
2023
€’000 |
| |
2022
€’000 |
| ||||||
At April 1
|
| | | | — | | | | | | — | | |
Interest Expense
|
| | | | 134 | | | | | | — | | |
New Leases
|
| | | | 7,156 | | | | | | — | | |
Lease Payments
|
| | | | (458) | | | | | | — | | |
At March 31
|
| | | | 6,832 | | | | | | — | | |
March 31, 2023
|
| |
Due < 1 year
€’000 |
| |
Due between 1 and 2 years
€’000 |
| |
Due between 2 and 5 years
€’000 |
| |
Due > 5 years
€’000 |
| ||||||||||||
Lease liabilities
|
| | | | 2,082 | | | | | | 1,295 | | | | | | 1,973 | | | | | | 1,482 | | |
March 31, 2022
|
| |
Due < 1 year
€’000 |
| |
Due between 1 and 2 years
€’000 |
| |
Due between 2 and 5 years
€’000 |
| |
Due > 5 years
€’000 |
| ||||||||||||
Lease liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | |
Non-cash changes
|
| | | | | | | |||||||||
| | |
2022
€’000 |
| |
Cash flows
€’000 |
| |
Acquisition –
business combinations €’000 |
| |
Foreign
currency changes €’000 |
| |
2023
€’000 |
| |||||||||||||||
Lease liabilities
|
| | | | — | | | | | | 3,374 | | | | | | 3,981 | | | | | | 134 | | | | | | 6,897 | | |
Short-term lease payments
|
| | | | — | | | | | | (65) | | | | | | — | | | | | | — | | | | | | (65) | | |
Total | | | | | — | | | | | | 3,374 | | | | | | 3,981 | | | | | | 134 | | | | | | 6,832 | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
Trade receivables
|
| | | | 72,991 | | | | | | 18,524 | | | | | | 27,844 | | |
Prepayments
|
| | | | 2,947 | | | | | | — | | | | | | — | | |
Deposits
|
| | | | 416 | | | | | | — | | | | | | — | | |
Derivative financial asset
|
| | | | 882 | | | | | | — | | | | | | — | | |
Other receivables
|
| | | | 1,479 | | | | | | 16 | | | | | | — | | |
Total current trade and other receivables
|
| | | | 78,715 | | | | | | 18,540 | | | | | | 27,844 | | |
Other current assets
|
| | | | 43,761 | | | | | | — | | | | | | — | | |
Total other current assets
|
| | | | 43,761 | | | | | | — | | | | | | — | | |
Long term receivables
|
| | | | 1,025 | | | | | | 3,345 | | | | | | — | | |
Total non-current trade and other receivables
|
| | | | 1,025 | | | | | | 3,345 | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
Trade payables
|
| | | | 22,977 | | | | | | — | | | | | | 8,754 | | |
Accruals | | | | | 18,276 | | | | | | — | | | | | | — | | |
VAT payable
|
| | | | 5,265 | | | | | | 3,322 | | | | | | 7,671 | | |
Development costs payable
|
| | | | — | | | | | | 16,969 | | | | | | — | | |
Other payables
|
| | | | 2,834 | | | | | | 974 | | | | | | — | | |
Total trade and other payables
|
| | | | 49,352 | | | | | | 21,265 | | | | | | 16,425 | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
IP purchase
|
| | | | 50,096 | | | | | | — | | | | | | — | | |
Business combinations
|
| | | | 13,500 | | | | | | — | | | | | | — | | |
Total | | | | | 63,596 | | | | | | — | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
Opening deferred tax liability
|
| | | | — | | | | | | — | | | | | | — | | |
Acquired deferred tax assets
|
| | | | 33 | | | | | | — | | | | | | — | | |
Deferred tax on purchased intangibles
|
| | | | (3,271) | | | | | | — | | | | | | — | | |
Other deferred tax related to acquisitions
|
| | | | (2,745) | | | | | | — | | | | | | — | | |
Charged to profit or loss – origination and reversal of timing differences
|
| | | | 570 | | | | | | — | | | | | | — | | |
Charged to profit or loss – reversal of timing differences on purchased intangibles
|
| | | | 230 | | | | | | — | | | | | | — | | |
At end of year
|
| | |
|
(5,183)
|
| | | | | — | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
Purchased intangibles
|
| | | | 5,785 | | | | | | — | | | | | | — | | |
Fixed asset timing differences
|
| | | | 367 | | | | | | — | | | | | | — | | |
Right of use assets
|
| | | | 8 | | | | | | — | | | | | | — | | |
Other temporary differences
|
| | | | (977) | | | | | | — | | | | | | — | | |
Deferred tax liability
|
| | |
|
5,183
|
| | | | | — | | | | | | — | | |
| | |
2023
€ |
| |
2022
€ |
| |
2021
€ |
| |||||||||
Authorized: | | | | | | | | | | | | | | | |||||
At March 31, 1,060,185 ordinary shares of GBP 0.000001 each
|
| | |
|
124
|
| | | |
|
117
|
| | | | | — | | |
Issued and fully paid: | | | | | | | | | | | | | | | |||||
At April 1, 2022 1,000,000 ordinary shares of GBP 0.000001 each
|
| | | | 117 | | | | | | — | | | | | | — | | |
Issued during the year
|
| | | | 7 | | | | | | 117 | | | | | | — | | |
At March 31, 1,060,185 ordinary shares of GBP 0.000001 each
|
| | | | 124 | | | | | | 117 | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
At April 1
|
| | | | — | | | | | | — | | | | | | — | | |
Premium arising on equity share issuance*
|
| | | | 162,068 | | | | | | — | | | | | | — | | |
At March 31
|
| | |
|
162,068
|
| | | | | — | | | | | | — | | |
Reserves
|
| |
Description and purpose
|
|
Share premium | | | Amount subscribed for share capital in excess of nominal value. | |
Net parent investment | | |
Aggregated profit and loss allocated to Games Global since inception of Fusion
|
|
Foreign exchange reserve
|
| | Gains/losses arising on retranslating the net assets of foreign operations into Euro. | |
Retained earnings | | | All other net gains and losses and transaction with owners (e.g. dividends) not recognized elsewhere. | |
Spinplay Holdings Limited
|
| |
2023
€’000 |
| |||
Current assets
|
| | | | 1,440 | | |
Non-current assets
|
| | | | 941 | | |
Current liabilities
|
| | | | (21) | | |
Non-current liabilities
|
| | | | — | | |
| | | | | 2,360 | | |
Equity attributable to owners of the parent company
|
| | | | 1,415 | | |
Non-controlling interests
|
| | | | 945 | | |
Total | | | | | 2,360 | | |
| | |
2023
€’000 |
| |||
Revenue
|
| | | | 1,248 | | |
Expenses
|
| | | | (5) | | |
Profit for the year
|
| | | | 1,243 | | |
Other comprehensive income
|
| | | | — | | |
Total comprehensive income attributable to owners of the parent company
|
| | | | 746 | | |
Total comprehensive income to non-controlling interests
|
| | | | 497 | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| |
2021
€’000 |
| |||||||||
Cash and bank balances
|
| | | | 45,259 | | | | | | — | | | | | | — | | |
Total | | | | | 45,259 | | | | | | — | | | | | | — | | |
Maturity Profile
|
| |
March 31, 2023
€’000 |
| |
March 31, 2022
€’000 |
| |
April 1, 2021
€’000 |
| |||||||||
Less than 30 days
|
| | | | 34,862 | | | | | | 16,462 | | | | | | 27,844 | | |
Between 31 and 60 days
|
| | | | 20,231 | | | | | | 1,915 | | | | | | — | | |
Between 61 and 90 days
|
| | | | 10,331 | | | | | | — | | | | | | — | | |
Between 90 and 120 days
|
| | | | 4,221 | | | | | | — | | | | | | — | | |
More than 120 days
|
| | | | 3,346 | | | | | | — | | | | | | — | | |
| | |
Note
|
| |
ECL
measurement |
| |
Gross carrying value
€’000 |
| |
Allowance for loss
€’000 |
| |
Net carrying value
€’000 |
| ||||||||||||
Trade receivables
|
| | | | 17 | | | |
Lifetime ECL
|
| | | | 72,991 | | | | | | — | | | | | | 72,991 | | |
Deposits
|
| | | | 17 | | | |
—
|
| | | | 416 | | | | | | — | | | | | | 1,441 | | |
Other receivables
|
| | | | 17 | | | |
—
|
| | | | 1,479 | | | | | | — | | | | | | 1,479 | | |
Cash and cash equivalents
|
| | | | 25 | | | |
12-month ECL
|
| | | | 45,259 | | | | | | — | | | | | | 45,259 | | |
| | |
Note
|
| |
ECL
measurement |
| |
Gross carrying value
€’000 |
| |
Allowance for loss
€’000 |
| |
Net carrying value
€’000 |
| ||||||||||||
Long term receivables
|
| | | | 17 | | | |
—
|
| | | | 3,345 | | | | | | — | | | | | | 3,345 | | |
Trade receivables
|
| | | | 17 | | | |
Lifetime ECL
|
| | | | 18,524 | | | | | | — | | | | | | 18,524 | | |
Other receivables
|
| | | | 17 | | | |
—
|
| | | | 16 | | | | | | — | | | | | | 16 | | |
Cash and cash equivalents
|
| | | | 25 | | | |
12-month ECL
|
| | | | 163 | | | | | | — | | | | | | 163 | | |
| | |
Note
|
| |
ECL
measurement |
| |
Gross carrying value
€’000 |
| |
Allowance for loss
€’000 |
| |
Net carrying value
€’000 |
| |||||||||
Trade receivables
|
| |
17
|
| |
Lifetime ECL
|
| | | | 27,844 | | | | | | — | | | | | | 27,844 | | |
March 31, 2023
|
| |
Due < 1 year
€’000 |
| |
Due between 1 and 2 years
€’000 |
| |
Due between 2 and 5 years
€’000 |
| |
Due > 5 years
€’000 |
| ||||||||||||
Trade and other payables
|
| | | | 114,157 | | | | | | — | | | | | | — | | | | | | — | | |
Deferred consideration
|
| | | | 63,596 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 2,082 | | | | | | 1,295 | | | | | | 1,973 | | | | | | 1,482 | | |
March 31, 2022
|
| |
Due < 1 year
€’000 |
| |
Due between 1 and 2 years
€’000 |
| |
Due between 2 and 5 years
€’000 |
| |
Due > 5 years
€’000 |
| ||||||||||||
Trade and other payables
|
| | | | 21,265 | | | | | | — | | | | | | — | | | | | | — | | |
April 1, 2021
|
| |
Due < 1 year
€’000 |
| |
Due between 1 and 2 years
€’000 |
| |
Due between 2 and 5 years
€’000 |
| |
Due > 5 years
€’000 |
| ||||||||||||
Trade and other payables
|
| | | | 16,425 | | | | | | — | | | | | | — | | | | | | — | | |
| | |
GBP
€’000 |
| |
USD
€’000 |
| |
ZAR
€’000 |
| |||||||||
Cash
|
| | | | 3,643 | | | | | | 6,806 | | | | | | 1,759 | | |
Trade receivables
|
| | | | 4,431 | | | | | | 239 | | | | | | 60 | | |
Trade payables
|
| | | | 2,483 | | | | | | 713 | | | | | | 22 | | |
| | |
GBP
€’000 |
| |
USD
€’000 |
| |
ZAR
€’000 |
| |||||||||
Cash
|
| | | | — | | | | | | — | | | | | | — | | |
Trade receivables
|
| | | | 18,540 | | | | | | — | | | | | | — | | |
Long term receivables
|
| | | | — | | | | | | — | | | | | | 3,345 | | |
Trade payables
|
| | | | 21,265 | | | | | | — | | | | | | — | | |
| | |
GBP
€’000 |
| |
USD
€’000 |
| |
ZAR
€’000 |
| |||||||||
Trade receivables
|
| | | | 27,844 | | | | | | — | | | | | | — | | |
| | |
Earnings impact – gain (loss)
|
| |||||||||
| | |
10% Strengthening
€’000 |
| |
10% Weakening
€’000 |
| ||||||
GBP
|
| | | | (194) | | | | | | 194 | | |
USD
|
| | | | 47 | | | | | | (47) | | |
ZAR
|
| | | | 3 | | | | | | (3) | | |
| | |
Fair value through
profit and loss €’000 |
| |
Amortized cost
€’000 |
| ||||||
Cash and cash equivalents
|
| | | | — | | | | | | 45,259 | | |
Trade receivables
|
| | | | — | | | | | | 72,991 | | |
Deposits
|
| | | | — | | | | | | 1,441 | | |
Derivative financial asset
|
| | | | 882 | | | | | | — | | |
Other receivables
|
| | | | — | | | | | | 1,479 | | |
| | |
Fair value through
profit and loss €’000 |
| |
Amortized cost
€’000 |
| ||||||
Trade and other payables
|
| | | | — | | | | | | 115,968 | | |
Deferred consideration
|
| | | | — | | | | | | 63,596 | | |
| | |
Fair value through
profit and loss €’000 |
| |
Amortized cost
€’000 |
| ||||||
Long term receivables
|
| | | | — | | | | | | 3,345 | | |
Cash and cash equivalents
|
| | | | — | | | | | | — | | |
Trade receivables
|
| | | | — | | | | | | 18,524 | | |
Other receivables
|
| | | | — | | | | | | 16 | | |
| | |
Fair value through
profit and loss €’000 |
| |
Amortized cost
€’000 |
| ||||||
Trade and other payables
|
| | | | — | | | | | | 21,265 | | |
Deferred consideration
|
| | | | — | | | | | | — | | |
| | |
Fair value through
profit and loss €’000 |
| |
Amortized cost
€’000 |
| ||||||
Trade receivables
|
| | | | — | | | | | | 27,844 | | |
Trade and other payables
|
| | | | — | | | | | | 16,425 | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
| | |
€’000
|
| |
€’000
|
| ||||||
RNG Squared SARL
|
| | | | 2,000 | | | | | | — | | |
Gavin Isaacs Consulting LLC
|
| | | | 168 | | | | | | — | | |
Total | | | | | 2,168 | | | | | | — | | |
| | |
March 31, 2023
€’000 |
| |
March 31, 2022
€’000 |
| ||||||
Salaries and bonuses*
|
| | | | 2,907 | | | | | | — | | |
Short-term employee benefits
|
| | | | 7 | | | | | | — | | |
Other long-term benefits
|
| | | | 10 | | | | | | — | | |
Total | | | | | 2,924 | | | | | | — | | |
| | |
2023
€’000 |
| |
2022
€’000 |
| ||||||
Cash pooling and general financing activities
|
| | | | — | | | | | | 192,656 | | |
Corporate allocations
|
| | | | — | | | | | | (5,278) | | |
| | | | | | | | |
Nine Months Ended
December 31, |
| |||||||||
| | |
Notes
|
| |
2023
|
| |
2022
|
| |||||||||
Revenues
|
| | | | 4 | | | | | | 273,223 | | | | | | 221,438 | | |
Cost of services
|
| | | | 5 | | | | | | (111,967) | | | | | | (95,041) | | |
Sales, general and administrative expenses
|
| | | | 6 | | | | | | (75,729) | | | | | | (40,705) | | |
Profit from operations
|
| | | | | | | | | | 85,527 | | | | | | 85,692 | | |
Financial income
|
| | | | | | | | | | 926 | | | | | | 132 | | |
Financial expenses
|
| | | | | | | | | | (5,351) | | | | | | (2,747) | | |
Profit before tax
|
| | | | | | | | | | 81,102 | | | | | | 83,077 | | |
Taxation
|
| | | | 8 | | | | | | (2,030) | | | | | | (1,654) | | |
Profit for the period
|
| | | | | | | | | | 79,072 | | | | | | 81,423 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | |
Shareholders of Games Global Limited or parent
|
| | | | | | | | |
|
75,486
|
| | | | | 81,423 | | |
Non-controlling interest
|
| | | | | | | | |
|
3,586
|
| | | |
|
—
|
| |
| | | | | | | | | | | 79,072 | | | | | | 81,423 | | |
Earnings per share | | | | | | | | | | | | | | | | | | | |
Net profit per share attributable to ordinary shareholders, basic and diluted
|
| | |
|
9
|
| | | | € | 0.71 | | | | | € | 0.80 | | |
| | |
Nine Months Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Profit for the period
|
| | | | 79,072 | | | | | | 81,423 | | |
Items that will or may be reclassified to profit or loss | | | | | | | | | | | | | |
Exchange loss arising on translation of foreign operations
|
| | | | (3,036) | | | | | | (2,457) | | |
Total other comprehensive loss
|
| | | | (3,036) | | | | | | (2,457) | | |
Total comprehensive income for the period
|
| | | | 76,036 | | | | | | 78,966 | | |
Total comprehensive income attributable to: | | | | | | | | | | | | | |
Shareholders of Games Global Limited or parent
|
| | | | 72,450 | | | | | | 78,966 | | |
Non-controlling interest
|
| | | | 3,586 | | | | | | — | | |
| | | | | 76,036 | | | | | | 78,966 | | |
| | |
Notes
|
| |
As at December 31,
2023 |
| |
As at March 31,
2023 |
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
Non-Current Assets | | | | | | | | | | | | | | | | | | | |
Goodwill
|
| | | | | | | | | | 92,487 | | | | | | 92,703 | | |
Intangible assets
|
| | | | | | | | | | 144,034 | | | | | | 137,398 | | |
Property, plant and equipment
|
| | | | | | | | | | 3,949 | | | | | | 3,306 | | |
Right of use assets
|
| | | | | | | | | | 5,507 | | | | | | 6,713 | | |
Long term receivables
|
| | | | | | | | | | 1,025 | | | | | | 1,025 | | |
Total Non-Current Assets
|
| | | | | | | | | | 247,002 | | | | | | 241,145 | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | | | | | | | 88,279 | | | | | | 78,715 | | |
Other current asset
|
| | | | | | | | | | 43,182 | | | | | | 43,761 | | |
Cash and cash equivalents
|
| | | | | | | | | | 55,481 | | | | | | 45,259 | | |
Total Current Assets
|
| | | | | | | | | | 186,942 | | | | | | 167,735 | | |
Total Assets
|
| | | | | | | | | | 433,944 | | | | | | 408,880 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | | | | — | | | | | | — | | |
Share premium
|
| | | | | | | | | | 162,068 | | | | | | 162,068 | | |
Foreign exchange reserve
|
| | | | | | | | | | (7,611) | | | | | | (4,575) | | |
Retained earnings
|
| | | | | | | | | | 173,344 | | | | | | 107,077 | | |
Total equity attributable to the shareholders of Games Global Limited
|
| | | | | | | | | | 327,801 | | | | | | 264,570 | | |
Non-controlling interest
|
| | | | | | | | | | 24,248 | | | | | | 14,045 | | |
Total Equity
|
| | | | | | | | | | 352,049 | | | | | | 278,615 | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 10 | | | | | | 63,994 | | | | | | 49,352 | | |
Deferred consideration
|
| | | | | | | | | | 3,001 | | | | | | 63,596 | | |
Lease liabilities
|
| | | | | | | | | | 1,433 | | | | | | 1,238 | | |
Current tax liability
|
| | | | 8 | | | | | | 3,671 | | | | | | 4,996 | | |
Total Current Liabilities
|
| | | | | | | | | | 72,099 | | | | | | 119,182 | | |
Non-Current liabilities | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | | | | | | | 4,293 | | | | | | 5,593 | | |
Deferred tax liability
|
| | | | 8 | | | | | | 5,196 | | | | | | 5,183 | | |
Provisions
|
| | | | | | | | | | 307 | | | | | | 307 | | |
Total Non-Current Liabilities
|
| | | | | | | | | | 9,796 | | | | | | 11,083 | | |
Total Liabilities
|
| | | | | | | | | | 81,895 | | | | | | 130,265 | | |
Total Equity and Liabilities
|
| | | | | | | | | | 433,944 | | | | | | 408,880 | | |
| | |
Share
capital €’000 |
| |
Share
premium €’000 |
| |
Net parent
investment €’000 |
| |
Foreign
exchange reserve €’000 |
| |
Retained
earnings €’000 |
| |
Total equity
attributable to the shareholders of Games Global Limited €’000 |
| |
Non-
controlling interest €’000 |
| |
Total
equity €’000 |
| ||||||||||||||||||||||||
At April 1, 2022
|
| | | | — | | | | | | — | | | | | | 88,920 | | | | | | — | | | | | | — | | | | |
|
88,920
|
| | | |
|
—
|
| | | |
|
88,920
|
| |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period
|
| | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
81,423
|
| | | |
|
81,423
|
| | | |
|
—
|
| | | |
|
81,423
|
| |
Other comprehensive loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,457 | | | | | | — | | | | |
|
2,457
|
| | | | | — | | | | |
|
2,457
|
| |
Total comprehensive income
|
| | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
2,457
|
| | | |
|
81,423
|
| | | |
|
78,966
|
| | | |
|
—
|
| | | |
|
78,966
|
| |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issue of share capital
|
| | | | — | | | | |
|
80,800
|
| | | | | — | | | | | | — | | | | | | — | | | | |
|
80,800
|
| | | | | — | | | | |
|
80,800
|
| |
Distribution to net parent entity
|
| | | | — | | | | | | — | | | | | | 1,700 | | | | | | — | | | | | | — | | | | |
|
1,700
|
| | | | | — | | | | |
|
1,700
|
| |
Elimination of net parent investment
|
| | | | — | | | | | | — | | | | | | (90,620) | | | | | | — | | | | | | — | | | | |
|
(90,620)
|
| | | | | — | | | | |
|
(90,620)
|
| |
Total transactions with owners
|
| | | | — | | | | | | 80,800 | | | | | | (88,920) | | | | | | — | | | | | | — | | | | | | (8,120) | | | | | | — | | | | | | (8,120) | | |
At December 31, 2022
|
| | | | — | | | | | | 80,800 | | | | | | — | | | | | | 2,457 | | | | | | 81,423 | | | | | | 159,766 | | | | | | — | | | | | | 159,766 | | |
At April 1, 2023
|
| | | | — | | | | | | 162,068 | | | | | | — | | | | | | (4,575) | | | | | | 107,077 | | | | |
|
264,570
|
| | | | | 14,045 | | | | |
|
278,615
|
| |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,486 | | | | |
|
75,486
|
| | | | | 3,586 | | | | |
|
79,072
|
| |
Other comprehensive loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,036) | | | | | | — | | | | |
|
(3,036)
|
| | | | | — | | | | |
|
(3,036)
|
| |
Total comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,036) | | | | | | 75,486 | | | | | | 72,450 | | | | | | 3,586 | | | | | | 76,036 | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issue of share capital
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | — | | | | |
|
—
|
| |
Dividends
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,219) | | | | |
|
(9,219)
|
| | | | | — | | | | |
|
(9,219)
|
| |
NCI on acquisition of subsidiary (note 3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | 6,617 | | | | |
|
6,617
|
| |
Total transactions with owners
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,219) | | | | | | (9,219) | | | | | | 6,617 | | | | | | (2,602) | | |
At December 31, 2023
|
| | | | — | | | | | | 162,068 | | | | | | — | | | | | | (7,611) | | | | | | 173,344 | | | | | | 327,801 | | | | | | 24,248 | | | | | | 352,049 | | |
| | | | | | | | |
Nine Months Ended
December 31, |
| |||||||||
| | |
Notes
|
| |
2023
|
| |
2022
|
| |||||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Profit before tax
|
| | | | | | | | | | 81,102 | | | | | | 83,077 | | |
Adjustment for non-cash items: | | | | | | | | | | | | | | | | | | | |
Amortization
|
| | | | | | | | | | 29,238 | | | | | | 21,036 | | |
Depreciation
|
| | | | | | | | | | 781 | | | | | | 536 | | |
Depreciation of Right of use Assets
|
| | | | | | | | | | 1,041 | | | | | | 96 | | |
Finance income
|
| | | | | | | | | | (883) | | | | | | (132) | | |
Finance expense
|
| | | | | | | | | | 928 | | | | | | 422 | | |
Cash flow from operating activities before changes in working capital
|
| | | | | | | | | | 112,207 | | | | | | 105,035 | | |
Increase in trade receivables
|
| | | | | | | | | | (9,862) | | | | | | (32,650) | | |
Increase in trade payables
|
| | | | 10 | | | | | | 12,977 | | | | | | 988 | | |
Cash flow from operating activities
|
| | | | | | | | | | 115,322 | | | | | | 73,373 | | |
Income taxes paid
|
| | | | | | | | | | (2,187) | | | | | | (238) | | |
Net cash flows from operating activities
|
| | | | | | | | | | 113,135 | | | | | | 73,135 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiaries, net of cash acquired
|
| | | | 3 | | | | | | (4,031) | | | | | | 5,763 | | |
Purchases of property, plant and equipment
|
| | | | | | | | | | (1,600) | | | | | | (388) | | |
Purchase of intangible fixed assets – purchased IP
|
| | | | | | | | | | (8,062) | | | | | | (15,769) | | |
Purchase of intangible fixed assets – internally developed IP
|
| | | | | | | | | | (13,470) | | | | | | (6,183) | | |
Purchase of intangible fixed assets – other intangibles
|
| | | | | | | | | | (842) | | | | | | (192) | | |
Net cash used in investing activities
|
| | | | | | | | | | (28,005) | | | | | | (16,769) | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of share capital
|
| | | | | | | | | | — | | | | | | — | | |
Interest paid on lease liabilities
|
| | | | | | | | | | (352) | | | | | | (32) | | |
Principal paid on lease liabilities
|
| | | | | | | | | | (1,007) | | | | | | (59) | | |
Payment of deferred consideration
|
| | | | | | | | | | (63,596) | | | | | | (26,305) | | |
Dividends paid
|
| | | | | | | | | | (9,219) | | | | | | — | | |
Net cash used in financing activities
|
| | | | | | | | | | (74,174) | | | | | | (26,396) | | |
Net increase in cash and cash equivalents
|
| | | | | | | | | | 10,956 | | | | | | 29,970 | | |
Cash and cash equivalents at beginning of period
|
| | | | | | | | | | 45,259 | | | | | | — | | |
Exchange rate difference in cash and cash equivalents
|
| | | | | | | | | | (734) | | | | | | (521) | | |
Cash and cash equivalents at end of period
|
| | | | | | | | | | 55,481 | | | | | | 29,449 | | |
| | | | | |
% of Share Capital
|
| |||||||||
Company
|
| |
Incorporated
|
| |
December 31,
2023 |
| |
March 31,
2023 |
| ||||||
Games Global Limited
|
| | Isle of Man | | | | ||||||||||
Subsidiary | | | | | | | | | | | | | | | | |
Games Global UK Limited
|
| | United Kingdom | | | | | 100% | | | | | | 100% | | |
Games Global Works Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Global Operations Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Foundry Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Games Global Holdings SA (PTY)
|
| | South Africa | | | | | 100% | | | | | | 100% | | |
Quickfire Limited
|
| | Isle of Man | | | | | 100% | | | | | | 100% | | |
Prima Networks Limited
|
| | Malta | | | | | 100% | | | | | | 100% | | |
Prima Networks Spain Limited
|
| | Malta | | | | | 100% | | | | | | 100% | | |
Creative Foundry SA (PTY)
|
| | South Africa | | | | | 100% | | | | | | 100% | | |
Oakwood Services Limited
|
| | Gibraltar | | | | | 100% | | | | | | 100% | | |
Games Global Estonia OÜ
|
| | Estonia | | | | | 100% | | | | | | 100% | | |
Almond Gaming Limited
|
| | Malta | | | | | 100% | | | | | | 100% | | |
Corvide Limited
|
| | United Kingdom | | | | | 100% | | | | | | 100% | | |
Mahigaming LLC
|
| | Delaware | | | | | 100% | | | | | | 100% | | |
Games Global Operations Spain, S.L.
|
| | Spain | | | | | 100% | | | | | | 100% | | |
Games Global USA Inc.
|
| | Delaware | | | | | 100% | | | | | | 100% | | |
Kova Limited
|
| | Argentina | | | | | 100% | | | | | | 100% | | |
JFTW Game Development AB*
|
| | Sweden | | | | | 69.29% | | | | | | 69.29% | | |
Snowborn Games AB*
|
| | Sweden | | | | | 54.08% | | | | | | 54.08% | | |
Snowborn Finland OY*
|
| | Finland | | | | | 54.08% | | | | | | 54.08% | | |
Spinplay Holdings Limited*
|
| | Guernsey | | | | | 60% | | | | | | 60% | | |
Spinplay Nevada Inc.*
|
| | Nevada | | | | | 60% | | | | | | 60% | | |
Riversun Holdings Inc.*
|
| |
British Virgin Islands
|
| | | | 61.68% | | | | | | 61.68% | | |
AreaVegas Holdings Limited*
|
| | Guernsey | | | | | 51% | | | | | | — | | |
| | |
Non-current assets by location of assets
|
| |||||||||
| | |
December 31, 2023
€’000 |
| |
March 31, 2023
€’000 |
| ||||||
Isle of Man (“IOM”)
|
| | | | 95,643 | | | | | | 99,449 | | |
Europe (Incl. UK & excl. IOM)
|
| | | | 117,878 | | | | | | 105,640 | | |
North America
|
| | | | 27,127 | | | | | | 29,640 | | |
Rest of World (“ROW”)
|
| | | | 6,354 | | | | | | 6,416 | | |
| | | | | 247,002 | | | | | | 241,145 | | |
External revenues by distribution channel
|
| |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
Indirect revenues
|
| | | | 141,926 | | | | | | 125,874 | | |
Direct revenues
|
| | | | 129,601 | | | | | | 94,708 | | |
Other revenues
|
| | | | 1,696 | | | | | | 856 | | |
Total | | | | | 273,223 | | | | | | 221,438 | | |
External revenues by location of customer
|
| |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
IOM
|
| | | | 139,051 | | | | | | 124,276 | | |
Europe (inc. UK, but excl. IOM)
|
| | | | 109,111 | | | | | | 81,943 | | |
North America
|
| | | | 5,875 | | | | | | 3,572 | | |
Latin America
|
| | | | 18,293 | | | | | | 10,655 | | |
ROW
|
| | | | 893 | | | | | | 992 | | |
Total | | | | | 273,223 | | | | | | 221,438 | | |
| | |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
Development expenses
|
| | | | 40,515 | | | | | | 42,954 | | |
License, hosting & platform fees
|
| | | | 21,017 | | | | | | 17,093 | | |
Staff costs – development personnel (Note 7)
|
| | | | 21,593 | | | | | | 14,268 | | |
Amortization of IP
|
| | | | 28,842 | | | | | | 20,727 | | |
Total | | | | | 111,967 | | | | | | 95,041 | | |
| | |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
Staff costs – other personnel (Note 7)
|
| | | | 38,155 | | | | | | 20,061 | | |
Legal, audit and other professional fees
|
| | | | 13,503 | | | | | | 7,268 | | |
Marketing expenses
|
| | | | 3,809 | | | | | | 1,283 | | |
IT infrastructure and software expenses
|
| | | | 6,905 | | | | | | 3,003 | | |
Travel
|
| | | | 3,382 | | | | | | 2,615 | | |
Facilities and other operational expenses
|
| | | | 7,756 | | | | | | 5,534 | | |
Depreciation
|
| | | | 1,822 | | | | | | 632 | | |
Amortization of non-IP assets
|
| | | | 396 | | | | | | 309 | | |
Total | | | | | 75,729 | | | | | | 40,705 | | |
| | |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
Directors’ remuneration
|
| | | | 3,733 | | | | | | 2,415 | | |
Wages and salaries
|
| | | | 42,199 | | | | | | 24,911 | | |
Social security costs
|
| | | | 6,498 | | | | | | 3,236 | | |
Other staff costs
|
| | | | 7,318 | | | | | | 3,767 | | |
Total | | | | | 59,748 | | | | | | 34,329 | | |
| | |
Nine months ended
December 31, 2023 €’000 |
| |
Nine months ended
December 31, 2022 €’000 |
| ||||||
Profit attributable to ordinary shareholders
|
| | | | 75,486 | | | | | | 81,423 | | |
Weighted average number for ordinary shares for basic and diluted earnings per share
|
| | | | 106,018,500 | | | | | | 101,766,792 | | |
Profit per share, basic and diluted
|
| | | € | 0.71 | | | | | € | 0.80 | | |
| | |
December 31, 2023
€’000 |
| |
March 31, 2023
€’000 |
| ||||||
Trade payables
|
| | | | 9,708 | | | | | | 22,977 | | |
Accruals and provisions
|
| | | | 36,686 | | | | | | 18,276 | | |
VAT payable
|
| | | | 5,404 | | | | | | 5,265 | | |
Other payables
|
| | | | 12,196 | | | | | | 2,834 | | |
Total trade and other payables
|
| | | | 63,994 | | | | | | 49,352 | | |
| | |
December 31, 2023
|
| |
March 31, 2023
|
| ||||||||||||||||||
| | |
Fair value through
profit and loss €’000 |
| |
Amortized
cost €’000 |
| |
Fair value through
profit and loss €’000 |
| |
Amortized
cost €’000 |
| ||||||||||||
Financial assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | — | | | | | | 55,481 | | | | | | — | | | | | | 45,259 | | |
Trade receivables
|
| | | | — | | | | | | 77,952 | | | | | | — | | | | | | 72,991 | | |
Deposits
|
| | | | — | | | | | | 1,431 | | | | | | — | | | | | | 1,441 | | |
Derivative financial asset
|
| | | | 621 | | | | | | — | | | | | | 882 | | | | | | — | | |
Other receivables
|
| | | | — | | | | | | 4,020 | | | | | | — | | | | | | 1,479 | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | — | | | | | | 63,994 | | | | | | — | | | | | | 115,968 | | |
Deferred consideration
|
| | | | — | | | | | | — | | | | | | — | | | | | | 63,596 | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,120,870 | | | | | $ | 365,608 | | |
Prepaid expenses and other current assets
|
| | | | 169,575 | | | | | | 114,025 | | |
Total current assets
|
| | | | 3,290,445 | | | | | | 479,633 | | |
Intangibles, net
|
| | | | 12,238,359 | | | | | | 15,363,359 | | |
Goodwill
|
| | | | 40,351,797 | | | | | | 40,351,797 | | |
Operating lease right-of-use assets
|
| | | | 691,101 | | | | | | 1,159,724 | | |
Property and equipment, net
|
| | | | 494,232 | | | | | | 612,670 | | |
Security deposits
|
| | | | 55,529 | | | | | | 55,529 | | |
Total assets
|
| | | $ | 57,121,463 | | | | | $ | 58,022,712 | | |
Liabilities and member’s equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 709,282 | | | | | $ | 121,892 | | |
Operating lease liabilities, current
|
| | | | 362,892 | | | | | | 460,968 | | |
Total current liabilities
|
| | | | 1,072,174 | | | | | | 582,860 | | |
Operating lease liabilities, net of current portion
|
| | | | 340,764 | | | | | | 703,656 | | |
Debt, net of unamortized discount
|
| | | | — | | | | | | 41,784,289 | | |
Total liabilities
|
| | | | 1,412,938 | | | | | | 43,070,805 | | |
Commitments and contingencies (Note 9) | | | | | | | | | | | | | |
Member’s equity
|
| | | | 55,708,525 | | | | | | 14,951,907 | | |
Total liabilities and member’s equity
|
| | | $ | 57,121,463 | | | | | $ | 58,022,712 | | |
| | |
Year Ended
March 31, 2022 |
| |
Period from
Inception to March 31, 2021 |
| ||||||
Revenue from Parent
|
| | | $ | 16,183,958 | | | | | $ | 2,250,000 | | |
Cost of revenue
|
| | | | 14,287,915 | | | | | | 1,863,001 | | |
Operating expenses | | | | | | | | | | | | | |
General and administrative
|
| | | | 2,923,714 | | | | | | 398,962 | | |
Goodwill impairment
|
| | | | — | | | | | | 8,965,807 | | |
Total operating expenses
|
| | | | 2,923,714 | | | | | | 9,364,769 | | |
Other expenses | | | | | | | | | | | | | |
Interest expense
|
| | | | 1,602,014 | | | | | | 70,323 | | |
Total other expenses
|
| | | | 1,602,014 | | | | | | 70,323 | | |
Net loss
|
| | | $ | (2,629,685) | | | | | $ | (9,048,093) | | |
| | |
Member’s Equity
|
| |
Accumulated
Deficit |
| |
Total Member’s
Equity |
| |||||||||||||||
| | |
Units
|
| |
Amount
|
| ||||||||||||||||||
Balance, June 9, 2020 (Inception Date)
|
| | | | 100 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Member contributions
|
| | | | — | | | | | | 23,929,677 | | | | | | — | | | | | | 23,929,677 | | |
Accretion of deferred consideration
|
| | | | — | | | | | | 70,323 | | | | | | — | | | | | | 70,323 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (9,048,093) | | | | | | (9,048,093) | | |
Balances, March 31, 2021
|
| | | | 100 | | | | | $ | 24,000,000 | | | | | $ | (9,048,093) | | | | | $ | 14,951,907 | | |
Conversion of debt to member’s equity
|
| | | | 4,401,177 | | | | | | 42,730,663 | | | | | | — | | | | | | 42,730,663 | | |
Capital contribution for interest payable
|
| | | | — | | | | | | 655,640 | | | | | | — | | | | | | 655,640 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (2,629,685) | | | | | | (2,629,685) | | |
Balances, March 31, 2022
|
| | | | 4,401,277 | | | | | $ | 67,386,303 | | | | | $ | (11,677,778) | | | | | $ | 55,708,525 | | |
| | |
Year Ended
March 31, 2022 |
| |
Period from
Inception to March 31, 2021 |
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,629,685) | | | | | $ | (9,048,093) | | |
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 3,778,698 | | | | | | 339,162 | | |
Goodwill impairment
|
| | | | — | | | | | | 8,965,807 | | |
Non-cash interest expense
|
| | | | 1,602,014 | | | | | | 70,323 | | |
Changes in operating assets and liabilities, net of business combinations: | | | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | (55,550) | | | | | | (16,627) | | |
Accounts payable and accrued expenses
|
| | | | 587,390 | | | | | | 121,892 | | |
Operating lease liabilities
|
| | | | (460,968) | | | | | | (58,907) | | |
Net cash provided by operating activities
|
| | | | 2,821,899 | | | | | | 373,557 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (66,637) | | | | | | (7,949) | | |
Net cash used in investing activities
|
| | | | (66,637) | | | | | | (7,949) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from note payable with Parent
|
| | | | 2,095,158 | | | | | | — | | |
Repayment of seller note payable
|
| | | | (2,095,158) | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | — | | | | | | — | | |
Net increase in cash
|
| | | | 2,755,262 | | | | | | 365,608 | | |
Cash and cash equivalents, beginning of period
|
| | | | 365,608 | | | | | | — | | |
Cash and cash equivalents, end of period
|
| | | $ | 3,120,870 | | | | | $ | 365,608 | | |
Supplemental schedule of noncash investing and financing activities: | | | | | | | | | | | | | |
Business acquired with contribution from Parent
|
| | | | — | | | | | | 24,000,000 | | |
Business acquired by assuming debt
|
| | | | — | | | | | | 41,784,289 | | |
Debt converted to member’s equity
|
| | | | 42,730,663 | | | | | | — | | |
Accrued interest converted to member’s equity
|
| | | | 655,640 | | | | | | — | | |
| | |
Estimated Useful Life
|
|
Furniture and fixtures | | |
7 years
|
|
Computer software and equipment | | |
3 years
|
|
Office equipment | | |
5 years
|
|
Leasehold improvements | | |
Shorter of remaining lease term or useful life
|
|
| | |
Estimated Useful Life
|
|
Game engines | | |
5 years
|
|
Brand | | |
5 years
|
|
|
Purchase consideration
|
| | | $ | 23,929,677 | | |
|
Intangible assets
|
| | | $ | 1,620,000 | | |
|
Right-of-use asset
|
| | | | 419,902 | | |
|
Property and equipment
|
| | | | 64,272 | | |
|
Goodwill
|
| | | | 22,245,405 | | |
|
Operating lease liability
|
| | | | (419,902) | | |
|
Fair value of net assets acquired
|
| | | $ | 23,929,677 | | |
| | |
Fair Value
|
| |
Weighted Average
Amortization Period |
| ||||||
| | | | | | | | |
(in years)
|
| |||
Flux Game Engine
|
| | | $ | 1,410,000 | | | | | | 5.00 | | |
Brand
|
| | | | 210,000 | | | | | | 5.00 | | |
Total fair value of identified intangible assets
|
| | | $ | 1,620,000 | | | | | | 5.00 | | |
| Purchase consideration: | | | | | | | |
|
Debt novated to Mahi
|
| | | $ | 40,971,912 | | |
|
Notes payable to DGC-USA
|
| | | | 812,377 | | |
|
Total purchase price
|
| | | $ | 41,784,289 | | |
|
Prepaid expenses and other current assets
|
| | | $ | 97,398 | | |
|
Intangible assets
|
| | | | 14,005,000 | | |
|
Right-of-use asset
|
| | | | 803,629 | | |
|
Property and equipment
|
| | | | 554,163 | | |
|
Security deposits
|
| | | | 55,529 | | |
|
Goodwill
|
| | | | 27,072,199 | | |
|
Operating lease liability
|
| | | | (803,629) | | |
|
Fair value of net assets acquired
|
| | | $ | 41,784,289 | | |
| | |
Fair Value
|
| |
Weighted Average
Amortization Period |
| ||||||
| | | | | | | | |
(in years)
|
| |||
Game engines
|
| | | $ | 13,105,000 | | | | | | 5.00 | | |
Brand
|
| | | | 900,000 | | | | | | 5.00 | | |
Total fair value of identified intangible assets
|
| | | $ | 14,005,000 | | | | | | 5.00 | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Furniture and fixtures
|
| | | $ | 243,493 | | | | | $ | 241,449 | | |
Computer software and equipment
|
| | | | 288,811 | | | | | | 231,058 | | |
Leasehold improvements
|
| | | | 146,580 | | | | | | 146,580 | | |
Office equipment
|
| | | | 14,137 | | | | | | 7,297 | | |
| | | | | 693,021 | | | | | | 626,384 | | |
Less: Accumulated depreciation
|
| | | | (198,789) | | | | | | (13,714) | | |
Total property and equipment, net
|
| | | $ | 494,232 | | | | | $ | 612,670 | | |
| | |
Gross Goodwill
|
| |
Accumulated
Impairment Losses |
| |
Net Goodwill
|
| |||||||||
Balance, June 9, 2020
|
| | | $ | 22,245,405 | | | | | $ | — | | | | | $ | 22,245,405 | | |
Goodwill acquired
|
| | | | 27,072,199 | | | | | | — | | | | | | 27,072,199 | | |
Impairment losses
|
| | | | — | | | | | | (8,965,807) | | | | | | (8,965,807) | | |
Balance, March 31, 2021
|
| | | | 49,317,604 | | | | | | (8,965,807) | | | | | | 40,351,797 | | |
Balance, March 31, 2022
|
| | | $ | 49,317,604 | | | | | $ | (8,965,807) | | | | | $ | 40,351,797 | | |
As of March 31, 2022
|
| |
Gross Carrying
Amount |
| |
Accumulated
Amortization |
| |
Net Book Value
|
| |||||||||
Game engines
|
| | | $ | 14,515,000 | | | | | $ | (3,130,725) | | | | | $ | 11,384,275 | | |
Brand
|
| | | | 1,110,000 | | | | | | (255,916) | | | | | | 854,084 | | |
Total
|
| | | $ | 15,625,000 | | | | | $ | (3,386,641) | | | | | $ | 12,238,359 | | |
As of March 31, 2021
|
| |
Gross Carrying
Amount |
| |
Accumulated
Amortization |
| |
Net Book Value
|
| |||||||||
Game engines
|
| | | $ | 14,515,000 | | | | | $ | (227,725) | | | | | $ | 14,287,275 | | |
Brand
|
| | | | 1,110,000 | | | | | | (33,916) | | | | | | 1,076,084 | | |
Total
|
| | | $ | 15,625,000 | | | | | $ | (261,641) | | | | | $ | 15,363,359 | | |
Year Ending March 31,
|
| |
Amortization
Expense |
| |||
2023
|
| | | $ | 3,125,000 | | |
2024
|
| | | | 3,125,000 | | |
2025
|
| | | | 3,125,000 | | |
2026
|
| | | | 2,863,359 | | |
| | | | $ | 12,238,359 | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Accrued bonuses
|
| | | $ | 598,313 | | | | | $ | — | | |
Accrued expenses
|
| | | | 110,969 | | | | | | 121,892 | | |
Total accounts payable and accrued expenses
|
| | | $ | 709,282 | | | | | $ | 121,892 | | |
|
Mahi Facility Agreement, due on demand
|
| | | $ | 47,092,465 | | |
|
Seller note payable, due on demand, without interest
|
| | | | 2,095,158 | | |
|
DGC-USA note payable, due on demand, without interest
|
| | | | 812,377 | | |
|
Total debt
|
| | | | 50,000,000 | | |
|
Less: discount on debt
|
| | | | (8,215,711) | | |
|
Total debt, less unamortized discount
|
| | | $ | 41,784,289 | | |
| | |
Year Ended
March 31, 2022 |
| |
Period from
Inception to March 31, 2021 |
| ||||||
Domestic
|
| | | $ | (552,234) | | | | | $ | (1,900,099) | | |
Loss before provision for income taxes
|
| | | $ | (552,234) | | | | | $ | (1,900,099) | | |
| | |
Year Ended
March 31, 2022 |
| |
Period from
Inception to March 31, 2021 |
| ||||||
Income tax at U.S. federal statutory rate
|
| | | $ | (552,234) | | | | | $ | (1,900,099) | | |
State taxes, net of federal benefit
|
| | | | (26,807) | | | | | | (230,816) | | |
Valuation allowance
|
| | | | 579,041 | | | | | | 1,731,334 | | |
Impairment
|
| | | | | | | | | | 398,178 | | |
Other
|
| | | | — | | | | | | 1,403 | | |
| | | | $ | — | | | | | $ | — | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Amortization
|
| | | $ | 1,498,857 | | | | | $ | 1,669,657 | | |
Net operating loss carryforwards
|
| | | | 782,948 | | | | | | 210,714 | | |
ROU asset
|
| | | | (164,431) | | | | | | (284,385) | | |
Lease liability
|
| | | | 167,418 | | | | | | 285,587 | | |
Other
|
| | | | 25,583 | | | | | | (150,238) | | |
Net deferred tax assets before valuation allowance
|
| | | | 2,310,375 | | | | | | 1,731,335 | | |
Valuation allowance
|
| | | | (2,310,375) | | | | | | (1,731,335) | | |
Net deferred tax assets after valuation allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Operating leases | | | | | | | | | | | | | |
Operating lease right-of-use assets
|
| | | $ | 691,101 | | | | | $ | 1,159,724 | | |
Operating lease liabilities, current
|
| | | | 362,892 | | | | | | 460,968 | | |
Operating lease liabilities, net of current portion
|
| | | | 340,764 | | | | | | 703,656 | | |
Total operating lease liabilities
|
| | | $ | 703,656 | | | | | $ | 1,164,624 | | |
Weighted average remaining lease term | | | | | | | | | | | | | |
Operating leases
|
| |
2.0 years
|
| |
2.8 years
|
| ||||||
Weighted average discount rate | | | | | | | | | | | | | |
Operating leases
|
| | | | 4.1% | | | | | | 3.8% | | |
| | |
March 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash paid for amounts included in measurement of lease liabilities: | | | | | | | | | | | | | |
Operating cash outflows – payments on operating leases
|
| | | $ | 497,886 | | | | | $ | 76,450 | | |
| | |
Operating Leases
|
| |||
2023
|
| | | $ | 384,935 | | |
2024
|
| | | | 243,082 | | |
2025
|
| | | | 103,101 | | |
2026
|
| | | | 8,784 | | |
Total lease payments
|
| | | | 739,902 | | |
Less: amount representing interest
|
| | | | (36,246) | | |
Total present value of lease payments
|
| | | | 703,656 | | |
Less: current portion
|
| | | | (362,892) | | |
Lease obligation, net of current portion
|
| | | $ | 340,764 | | |
| | |
June 30,
2022 |
| |
March 31,
2022 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,163,182 | | | | | $ | 3,120,870 | | |
Prepaid expenses and other current assets
|
| | | | 126,380 | | | | | | 169,575 | | |
Total current assets
|
| | | | 3,289,562 | | | | | | 3,290,445 | | |
Intangibles, net
|
| | | | 11,457,109 | | | | | | 12,238,359 | | |
Goodwill
|
| | | | 40,351,797 | | | | | | 40,351,797 | | |
Operating lease right-of-use assets
|
| | | | 571,558 | | | | | | 691,101 | | |
Property and equipment, net
|
| | | | 464,354 | | | | | | 494,232 | | |
Restricted cash
|
| | | | 73,819 | | | | | | — | | |
Security deposits
|
| | | | 152,618 | | | | | | 55,529 | | |
Total assets
|
| | | $ | 56,360,817 | | | | | $ | 57,121,463 | | |
Liabilities and member’s equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 460,148 | | | | | $ | 709,282 | | |
Operating lease liabilities, current
|
| | | | 307,801 | | | | | | 362,892 | | |
Total current liabilities
|
| | | | 767,949 | | | | | | 1,072,174 | | |
Operating lease liabilities, net of current portion
|
| | | | 276,723 | | | | | | 340,764 | | |
Deferred income taxes
|
| | | | — | | | | | | — | | |
Total liabilities
|
| | | | 1,044,672 | | | | | | 1,412,938 | | |
Commitments and Contingencies (Note 8) | | | | | | | | | | | | | |
Member’s equity
|
| | | | 55,316,145 | | | | | | 55,708,525 | | |
Total liabilities and member’s equity
|
| | | $ | 56,360,817 | | | | | $ | 57,121,463 | | |
| | |
Three Months Ended June 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Revenue from Parent
|
| | | $ | 1,368,251 | | | | | $ | 3,906,507 | | |
Revenue
|
| | | | 2,717,080 | | | | | | — | | |
Total revenue
|
| | | | 4,085,331 | | | | | | 3,906,507 | | |
Cost of revenue
|
| | | | 3,500,159 | | | | | | 3,101,063 | | |
Operating expenses | | | | | | | | | | | | | |
General and administrative
|
| | | | 977,552 | | | | | | 687,853 | | |
Total operating expenses
|
| | | | 977,552 | | | | | | 687,853 | | |
Other expenses | | | | | | | | | | | | | |
Interest expense
|
| | | | — | | | | | | 638,818 | | |
Total other expenses
|
| | | | — | | | | | | 638,818 | | |
Net loss
|
| | | $ | (392,380) | | | | | $ | (521,227) | | |
| | |
Units
|
| |
Amount
|
| |
Accumulated Deficit
|
| |
Total Member’s Equity
|
| ||||||||||||
Balances, April 1, 2021
|
| | | | 100 | | | | | $ | 24,000,000 | | | | | $ | (9,048,093) | | | | | $ | 14,951,907 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (521,227) | | | | | | (521,227) | | |
Balances, June 30, 2021
|
| | | | 100 | | | | | $ | 24,000,000 | | | | | $ | (9,569,320) | | | | | $ | 14,430,680 | | |
| | |
Units
|
| |
Amount
|
| |
Accumulated Deficit
|
| |
Total Member’s Equity
|
| ||||||||||||
Balances, April 1, 2022
|
| | | | 4,401,277 | | | | | $ | 67,386,303 | | | | | $ | (11,677,778) | | | | | $ | 55,708,525 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (392,380) | | | | | | (392,380) | | |
Balances, June 30, 2022
|
| | | | 4,401,277 | | | | | $ | 67,386,303 | | | | | $ | (12,070,158) | | | | | $ | 55,316,145 | | |
| | |
Three Months Ended June 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (392,380) | | | | | $ | (521,227) | | |
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 949,393 | | | | | | 941,705 | | |
Non-cash interest expense
|
| | | | — | | | | | | 638,818 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | 43,197 | | | | | | 36,841 | | |
Accounts payable and accrued expenses
|
| | | | (249,135) | | | | | | (81,365) | | |
Operating lease liabilities
|
| | | | (119,132) | | | | | | (113,468) | | |
Security deposits
|
| | | | (97,089) | | | | | | — | | |
Net cash provided by operating activities
|
| | | | 134,854 | | | | | | 901,304 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (18,723) | | | | | | (914) | | |
Net cash used in investing activities
|
| | | | (18,723) | | | | | | (914) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from note payable with Parent
|
| | | | — | | | | | | 2,095,158 | | |
Repayment of seller note payable
|
| | | | — | | | | | | (2,095,158) | | |
Net cash provided by (used in) financing activities
|
| | | | — | | | | | | — | | |
Net increase in cash, cash equivalents and restricted cash
|
| | | | 116,131 | | | | | | 900,390 | | |
Cash, cash equivalents and restricted cash, beginning of period
|
| | | | 3,120,870 | | | | | | 365,608 | | |
Cash, cash equivalents and restricted cash, end of period
|
| | | $ | 3,237,001 | | | | | $ | 1,265,998 | | |
Supplemental information: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 3,163,182 | | | | | | 1,265,998 | | |
Restricted cash
|
| | | | 73,819 | | | | | | — | | |
Total cash, cash equivalents and restricted cash
|
| | | | 3,237,001 | | | | | | 1,265,998 | | |
| | |
June 30,
|
| |
March 31,
|
| ||||||
| | |
2022
|
| |
2022
|
| ||||||
Furniture and fixtures
|
| | | $ | 248,389 | | | | | $ | 243,493 | | |
Computer software and equipment
|
| | | | 302,638 | | | | | | 288,811 | | |
Leasehold improvements
|
| | | | 146,580 | | | | | | 146,580 | | |
Office equipment
|
| | | | 14,137 | | | | | | 14,137 | | |
| | | | | 711,744 | | | | | | 693,021 | | |
Less: Accumulated depreciation
|
| | | | (247,390) | | | | | | (198,789) | | |
Total property and equipment, net
|
| | | $ | 464,354 | | | | | $ | 494,232 | | |
| | |
Gross Goodwill
|
| |
Accumulated
Impairment Losses |
| |
Net Goodwill
|
| |||||||||
Balance, March 31, 2022
|
| | | $ | 49,317,604 | | | | | $ | (8,965,807) | | | | | $ | 40,351,797 | | |
Balance, June 30, 2022
|
| | | | 49,317,604 | | | | | | (8,965,807) | | | | | | 40,351,797 | | |
As of June 30, 2022
|
| |
Gross Carrying Amount
|
| |
Accumulated
Amortization |
| |
Net Book Value
|
| |||||||||
Game engines
|
| | | $ | 14,515,000 | | | | | $ | (3,856,475) | | | | | $ | 10,658,525 | | |
Brand
|
| | | | 1,110,000 | | | | | | (311,416) | | | | | | 798,584 | | |
Total
|
| | | $ | 15,625,000 | | | | | $ | (4,167,891) | | | | | $ | 11,457,109 | | |
As of March 31, 2022
|
| |
Gross Carrying Amount
|
| |
Accumulated
Amortization |
| |
Net Book Value
|
| |||||||||
Game engines
|
| | | $ | 14,515,000 | | | | | $ | (3,130,725) | | | | | $ | 11,384,275 | | |
Brand
|
| | | | 1,110,000 | | | | | | (255,916) | | | | | | 854,084 | | |
Total
|
| | | $ | 15,625,000 | | | | | $ | (3,386,641) | | | | | $ | 12,238,359 | | |
| | |
Amortization
Expense |
| |||
2023
|
| | | $ | 2,343,750 | | |
2024
|
| | | | 3,125,000 | | |
2025
|
| | | | 3,125,000 | | |
2026
|
| | | | 2,863,359 | | |
| | | | $ | 11,457,109 | | |
| | |
June 30,
|
| |
March 31,
|
| ||||||
| | |
2022
|
| |
2022
|
| ||||||
Accrued bonuses
|
| | | $ | 403,378 | | | | | $ | 598,313 | | |
Accrued expenses
|
| | | | 56,770 | | | | | | 110,969 | | |
Total accounts payable and accrued expenses
|
| | | $ | 460,148 | | | | | $ | 709,282 | | |
|
Mahi Facility Agreement, due on demand
|
| | | $ | 47,092,465 | | |
|
Seller note payable, due on demand, without interest
|
| | | | 2,095,158 | | |
|
DGC-USA note payable, due on demand, without interest
|
| | | | 812,377 | | |
| | |
June 30,
|
| |
March 31,
|
|
| | |
2022
|
| |
2022
|
|
Operating leases | | | | | | | |
Operating lease right-of-use assets
|
| |
$571,558
|
| |
$691,101
|
|
Operating lease liabilities, current
|
| |
307,801
|
| |
362,892
|
|
Operating lease liabilities, net of current portion
|
| |
276,723
|
| |
340,764
|
|
Total operating lease liabilities
|
| |
$584,524
|
| |
$703,656
|
|
Weighted average remaining lease term | | | | | | | |
Operating leases
|
| |
2.0 years
|
| |
2.1 years
|
|
Weighted average discount rate | | | | | | | |
Operating leases
|
| |
4.2%
|
| |
4.1%
|
|
| | |
June 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash paid for amounts included in measurement of lease liabilities: | | | | | | | | | | | | | |
Operating cash outflows – payments on operating leases
|
| | | $ | 125,974 | | | | | $ | 124,101 | | |
| | |
Operating Leases
|
| |||
2023
|
| | | $ | 258,961 | | |
2024
|
| | | | 243,082 | | |
2025
|
| | | | 103,101 | | |
2026
|
| | | | 8,784 | | |
Total lease payments
|
| | | | 613,928 | | |
Less: amount representing interest
|
| | | | (29,404) | | |
Total present value of lease payments
|
| | | | 584,524 | | |
Less: current portion
|
| | | | (307,801) | | |
Lease obligation, net of current portion
|
| | | $ | 276,723 | | |
| | |
Notes
|
| |
Year Ended
December 31, 2022 €’000 |
| |
Year Ended
December 31, 2021 €’000 |
| |||||||||
Revenue
|
| | | | 4 | | | | | | 23,923 | | | | | | 13,988 | | |
Cost of sales
|
| | | | 5 | | | | | | (10,337) | | | | | | (7,746) | | |
General & administrative expenses
|
| | | | 5 | | | | | | (1,458) | | | | | | (742) | | |
Financial income
|
| | | | 7 | | | | | | 1 | | | | | | — | | |
Financial expenses
|
| | | | 7 | | | | | | (209) | | | | | | (19) | | |
Profit before tax
|
| | | | | | | | | | 11,920 | | | | | | 5,481 | | |
Taxation
|
| | | | 8 | | | | | | (2,341) | | | | | | (1,095) | | |
Profit for the year
|
| | | | | | | | | | 9,579 | | | | | | 4,386 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | | | | | | | 5,907 | | | | | | 2,929 | | |
Non-controlling interest
|
| | | | | | | | | | 3,672 | | | | | | 1,457 | | |
| | | | | | | | | | | 9,579 | | | | | | 4,386 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | |
Items that will or may be reclassified to profit or loss | | | | | | | | | | | | | | | | | | | |
Exchange gains arising on translation of foreign operations
|
| | | | | | | | | | 5 | | | | | | 16 | | |
Total other comprehensive income for the year
|
| | | | | | | | | | 5 | | | | | | 16 | | |
Total comprehensive income for the year
|
| | | | | | | | | | 9,584 | | | | | | 4,402 | | |
Total comprehensive income attributable to: | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | | | | | | | 5,910 | | | | | | 2,940 | | |
Non-controlling interest
|
| | | | | | | | | | 3,674 | | | | | | 1,462 | | |
| | | | | | | | | | | 9,584 | | | | | | 4,402 | | |
| | |
Notes
|
| |
As at
December 31, 2022 €’000 |
| |
As at
December 31, 2021 €’000 |
| |
As at
January 1, 2021 €’000 |
| ||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets
|
| | | | 10 | | | | | | 760 | | | | | | 300 | | | | | | — | | |
Property, plant and equipment
|
| | | | 11 | | | | | | 35 | | | | | | 19 | | | | | | 19 | | |
Right-of-use assets
|
| | | | 12 | | | | | | 912 | | | | | | 671 | | | | | | 1,046 | | |
Other non-current assets
|
| | | | | | | | | | 63 | | | | | | — | | | | | | 55 | | |
Deferred tax assets
|
| | | | 8 | | | | | | 168 | | | | | | 570 | | | | | | 447 | | |
Total Non-Current Assets
|
| | | | | | | | | | 1,938 | | | | | | 1,560 | | | | | | 1,567 | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | 13 | | | | | | 5,480 | | | | | | 3,496 | | | | | | 1,444 | | |
Cash and cash equivalents
|
| | | | 17 | | | | | | 6,921 | | | | | | 5,844 | | | | | | 2,471 | | |
Total Current Assets
|
| | | | | | | | | | 12,401 | | | | | | 9,340 | | | | | | 3,915 | | |
Total Assets
|
| | | | | | | | | | 14,339 | | | | | | 10,900 | | | | | | 5,482 | | |
EQUITY AND LIABILITES | | | | | | | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 16 | | | | | | 7,502 | | | | | | 3,680 | | | | | | 897 | | |
Non-controlling interest
|
| | | | 16 | | | | | | 2,265 | | | | | | 1,877 | | | | | | 618 | | |
Total Equity
|
| | | | | | | | | | 9,767 | | | | | | 5,557 | | | | | | 1,515 | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 14 | | | | | | 958 | | | | | | 947 | | | | | | 651 | | |
Deferred revenue
|
| | | | 4 | | | | | | 257 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 12 | | | | | | 270 | | | | | | 172 | | | | | | 355 | | |
Short-term loan
|
| | | | 15 | | | | | | — | | | | | | 2,254 | | | | | | 2,000 | | |
Current tax liabilities
|
| | | | 18 | | | | | | 2,562 | | | | | | 1,267 | | | | | | 61 | | |
Total Current Liabilities
|
| | | | | | | | | | 4,047 | | | | | | 4,640 | | | | | | 3,067 | | |
Non-Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 12 | | | | | | 525 | | | | | | 453 | | | | | | 639 | | |
Deferred tax liabilities
|
| | | | 8 | | | | | | — | | | | | | — | | | | | | 11 | | |
Long-term loan
|
| | | | 15 | | | | | | — | | | | | | 250 | | | | | | 250 | | |
Total Non-Current Liabilities
|
| | | | | | | | | | 525 | | | | | | 703 | | | | | | 900 | | |
Total Liabilities
|
| | | | | | | | | | 4,572 | | | | | | 5,343 | | | | | | 3,967 | | |
Total Equity and Liabilities
|
| | | | | | | | | | 14,339 | | | | | | 10,900 | | | | | | 5,482 | | |
| | |
Notes
|
| |
Net investment
of parent company €’000 |
| |
Non-controlling
interest €’000 |
| |
Total
equity €’000 |
| ||||||||||||
At January 1, 2021
|
| | | | | | | | | | 897 | | | | | | 618 | | | | | | 1,515 | | |
Profit for the year
|
| | | | 16 | | | | | | 2,929 | | | | | | 1,457 | | | | | | 4,386 | | |
Other comprehensive income for the year
|
| | | | | | | | | | 11 | | | | | | 5 | | | | | | 16 | | |
Total comprehensive income
|
| | | | | | | | | | 2,940 | | | | | | 1,462 | | | | | | 4,402 | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | |
Share based payments
|
| | | | 20 | | | | | | 195 | | | | | | — | | | | | | 195 | | |
Issuance of share capital
|
| | | | | | | | | | 314 | | | | | | 140 | | | | | | 454 | | |
Dividends declared and paid
|
| | | | 9 | | | | | | (666) | | | | | | (343) | | | | | | (1,009) | | |
Total transactions with owners
|
| | | | | | | | | | (157) | | | | | | (203) | | | | | | (360) | | |
At December 31, 2021
|
| | | | | | | | | | 3,680 | | | | | | 1,877 | | | | | | 5,557 | | |
At January 1, 2022
|
| | | | | | | | | | 3,680 | | | | | | 1,877 | | | | | | 5,557 | | |
Profit for the year
|
| | | | 16 | | | | | | 5,907 | | | | | | 3,672 | | | | | | 9,579 | | |
Other comprehensive income for the year
|
| | | | | | | | | | 3 | | | | | | 2 | | | | | | 5 | | |
Total comprehensive income
|
| | | | | | | | | | 5,910 | | | | | | 3,674 | | | | | | 9,584 | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | |
Share based payments
|
| | | | 20 | | | | | | 649 | | | | | | — | | | | | | 649 | | |
Loan conversion
|
| | | | 15 | | | | | | 2,435 | | | | | | — | | | | | | 2,435 | | |
Dividends declared and paid
|
| | | | 9 | | | | | | (5,172) | | | | | | (3,286) | | | | | | (8,458) | | |
Total transactions with owners
|
| | | | | | | | | | (2,088) | | | | | | (3,286) | | | | | | (5,374) | | |
At December 31, 2022
|
| | | | | | | | | | 7,502 | | | | | | 2,265 | | | | | | 9,767 | | |
| | |
Notes
|
| |
Combined
Year ended December 31, 2022 €’000 |
| |
Combined (Note 1)
Year ended December 31, 2021 €’000 |
| |||||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Profit for the year
|
| | | | | | | | | | 9,579 | | | | | | 4,386 | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | |
Amortization
|
| | | | 10 | | | | | | 121 | | | | | | 33 | | |
Depreciation
|
| | | | 11,12 | | | | | | 300 | | | | | | 385 | | |
Share based payments
|
| | | | 20 | | | | | | 649 | | | | | | 195 | | |
Finance income
|
| | | | 7 | | | | | | (1) | | | | | | — | | |
Finance expense
|
| | | | 7 | | | | | | 36 | | | | | | 33 | | |
Income tax expense/(credit)
|
| | | | 8 | | | | | | 2,341 | | | | | | 1,095 | | |
Net non-cash movement on debt/equity conversion
|
| | | | | | | | | | 180 | | | | | | — | | |
Cash flow from operating activities before changes in working capital
|
| | | | | | | | | | 13,205 | | | | | | 6,127 | | |
Increase in trade and other receivables
|
| | | | 13 | | | | | | (1,984) | | | | | | (2,052) | | |
Increase in trade and other payables
|
| | | | 14 | | | | | | 11 | | | | | | 296 | | |
(Increase)/decrease in non-current deposit
|
| | | | | | | | | | (63) | | | | | | 55 | | |
(Decrease)/increase in current tax liabilities
|
| | | | | | | | | | (44) | | | | | | (10) | | |
Increase in deferred revenue
|
| | | | 4 | | | | | | 257 | | | | | | — | | |
Net cash movement in working capital
|
| | | | | | | | | | (1,823) | | | | | | (1,711) | | |
Income tax paid
|
| | | | | | | | | | (606) | | | | | | (19) | | |
Interest paid, net
|
| | | | | | | | | | (35) | | | | | | (33) | | |
Net cash flows from operating activities
|
| | | | | | | | | | 10,741 | | | | | | 4,364 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | | | 11 | | | | | | (29) | | | | | | (10) | | |
Purchase of intangible fixed assets
|
| | | | 10 | | | | | | (581) | | | | | | (333) | | |
Net cash used in investing activities
|
| | | | | | | | | | (610) | | | | | | (343) | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of share capital
|
| | | | | | | | | | — | | | | | | 454 | | |
Dividends declared and paid
|
| | | | 9 | | | | | | (8,458) | | | | | | (1,009) | | |
Principal paid on lease liabilities
|
| | | | 12 | | | | | | (358) | | | | | | (369) | | |
Loan facility drawdowns
|
| | | | | | | | | | — | | | | | | 254 | | |
Loan repayment
|
| | | | 15 | | | | | | (250) | | | | |
|
—
|
| |
Net cash used in financing activities
|
| | | | | | | | | | (9,066) | | | | | | (670) | | |
Opening cash and cash equivalents
|
| | | | | | | | | | 5,844 | | | | | | 2,471 | | |
Exchange rate difference in cash and cash equivalents
|
| | | | | | | | | | 12 | | | | | | 22 | | |
Closing cash and cash equivalents
|
| | | | | | | | | | 6,921 | | | | | | 5,844 | | |
Company Name
|
| |
December 31,
2022 |
| |
December 31,
2021 |
| |
January 1,
2021 |
| |||||||||
JFTW Game Development AB
|
| | | | 69.29% | | | | | | 66.00% | | | | | | 66.00% | | |
Snowborn Games AB
|
| | | | 54.08% | | | | | | 54.08% | | | | | | 53.51% | | |
Snowborn Finland OY (indirect)
|
| | | | 54.08% | | | | | | 54.08% | | | | | | 53.51% | | |
Spinplay Holdings Limited
|
| | | | 60.00% | | | | | | 67.00% | | | | | | 67.00% | | |
Spinplay Games Inc. (indirect)
|
| | | | 60.00% | | | | | | 67.00% | | | | | | 67.00% | | |
Riversun Holdings Inc.
|
| | | | 62.45% | | | | | | 62.45% | | | | | | 52.68% | | |
|
Buildings and leasehold improvements
|
| | 2 – 5 years | |
|
Furniture and fixtures
|
| | 3 – 10 years | |
|
Computer equipment
|
| | 2 – 5 years | |
|
Developed Game IP
|
| | 5 years | |
External revenue by product/service offered
|
| |
2022
€’000 |
| |
2021
€’000 |
| ||||||
License fees
|
| | | | 23,131 | | | | | | 13,858 | | |
Other
|
| | | | 792 | | | | | | 130 | | |
Total | | | | | 23,923 | | | | | | 13,988 | | |
External revenue by timing of revenue
|
| |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Services transferred over time
|
| | | | 23,893 | | | | | | 13,858 | | |
Product transferred at a point in time
|
| | | | 30 | | | | | | 130 | | |
Total | | | | | 23,923 | | | | | | 13,988 | | |
External revenue by location of customer
|
| |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Isle of Man
|
| | | | 23,276 | | | | | | 13,858 | | |
United States
|
| | | | 647 | | | | | | 130 | | |
Total | | | | | 23,923 | | | | | | 13,988 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Cost of sales
|
| | | | 10,337 | | | | | | 7,746 | | |
Legal and professional fees
|
| | | | 194 | | | | | | 119 | | |
Audit fee
|
| | | | 8 | | | | | | 4 | | |
Office expenses
|
| | | | 85 | | | | | | 78 | | |
Technical and infrastructure costs
|
| | | | 185 | | | | | | 96 | | |
Depreciation of property, plant and equipment
|
| | | | 13 | | | | | | 10 | | |
Other expenses
|
| | | | 973 | | | | | | 435 | | |
Total | | | | | 11,795 | | | | | | 8,488 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Research and development costs
|
| | | | 9,069 | | | | | | 6,322 | | |
Studio recharge costs directly involved with the generation of revenue
|
| | | | 860 | | | | | | 1,016 | | |
Depreciation of right-of-use asset
|
| | | | 287 | | | | | | 375 | | |
Amortization of IP
|
| | | | 121 | | | | | | 33 | | |
Total | | | | | 10,337 | | | | | | 7,746 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Wages and salaries
|
| | | | 4,705 | | | | | | 3,636 | | |
Pension costs
|
| | | | 459 | | | | | | 463 | | |
Social security cost
|
| | | | 999 | | | | | | 860 | | |
Other staff related costs
|
| | | | 891 | | | | | | 321 | | |
Total | | | | | 7,054 | | | | | | 5,280 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Interest income
|
| | | | (1) | | | | | | — | | |
Interest expense
|
| | | | 9 | | | | | | 5 | | |
Lease interest expense
|
| | | | 27 | | | | | | 28 | | |
Exchange rate differences
|
| | | | 173 | | | | | | (14) | | |
Total | | | | | 208 | | | | | | 19 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Current tax expense: | | | | | | | | | | | | | |
Current tax on profits for the year (at the domestic rates applicable to profits in relevant jurisdictions – see below)
|
| | | | 519 | | | | | | 370 | | |
Uncertain tax positions
|
| | | | 1,419 | | | | | | 859 | | |
Total current tax
|
| | | | 1,938 | | | | | | 1,229 | | |
Deferred tax expense:
|
| |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Origination and reversal of temporary differences:
|
| | | | 403 | | | | | | (134) | | |
Total deferred tax
|
| | | | 403 | | | | | | (134) | | |
Total tax expense for the year
|
| | | | 2,341 | | | | | | 1,095 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Profit before tax on continuing operations
|
| | | | 11,920 | | | | | | 5,481 | | |
Tax charge applied at local statutory rates
|
| | | | 984 | | | | | | 306 | | |
Expenses not deductible
|
| | | | 4 | | | | | | 25 | | |
Local GAAP differences
|
| | | | 66 | | | | | | 10 | | |
Uncertain tax positions
|
| | | | 1,419 | | | | | | 859 | | |
Effect of movements in temporary differences
|
| | | | (84) | | | | | | (26) | | |
Effect of different tax rates of subsidiaries
|
| | | | (48) | | | | | | (79) | | |
Total tax expense for the year
|
| | | | 2,341 | | | | | | 1,095 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Opening deferred tax asset/deferred tax liabilities
|
| | | | 570 | | | | | | 436 | | |
Movement in period
|
| | | | (403) | | | | | | 134 | | |
Foreign exchange
|
| | | | 1 | | | | | | — | | |
At end of year
|
| | | | 168 | | | | | | 570 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Short term timing differences
|
| | | | 95 | | | | | | 23 | | | | | | (11) | | |
Shares based payments
|
| | | | 73 | | | | | | 97 | | | | | | 52 | | |
Tax losses
|
| | | | — | | | | | | 450 | | | | | | 395 | | |
Deferred taxation
|
| | | | 168 | | | | | | 570 | | | | | | 436 | | |
| | |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Amounts recognized as distributions to equity holders in the year: | | | | | | | | | | | | | |
Final dividend – to parent company
|
| | | | 5,172 | | | | | | 666 | | |
Final dividend – to non-controlling interest
|
| | | | 3,286 | | | | | | 343 | | |
Total | | | | | 8,458 | | | | | | 1,009 | | |
Dividend approved by the directors of Spinplay group
|
| | | | 7,410 | | | | | | — | | |
Dividend approved by the directors of Just For The Win
|
| | | | 1,048 | | | | | | 1,009 | | |
Total | | | | | 8,458 | | | | | | 1,009 | | |
Dividend per share Spinplay group
|
| | | | 0.22 | | | | | | n/a | | |
Dividend per share Just For The Win
|
| | | | 0.01 | | | | | | 0.01 | | |
| | |
Internally
developed intangibles €’000 |
| |
Total
€’000 |
| ||||||
Cost | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | — | | |
Additions
|
| | | | 333 | | | | | | 333 | | |
At December 31, 2021
|
| | | | 333 | | | | | | 333 | | |
Additions
|
| | | | 581 | | | | | | 581 | | |
At December 31, 2022
|
| | | | 914 | | | | | | 914 | | |
Amortization | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | — | | |
Charge for the year
|
| | | | 33 | | | | | | 33 | | |
At December 31, 2021
|
| | | | 33 | | | | | | 33 | | |
Charge for the year
|
| | | | 121 | | | | | | 121 | | |
At December 31, 2022
|
| | | | 154 | | | | | | 154 | | |
Net carrying amount | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | — | | |
At December 31, 2021
|
| | | | 300 | | | | | | 300 | | |
At December 31, 2022
|
| | | | 760 | | | | | | 760 | | |
| | |
Land, buildings
and leasehold improvements €’000 |
| |
Furniture
and fixtures €’000 |
| |
Computer
equipment €’000 |
| |
Total
€’000 |
| ||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | 28 | | | | | | 28 | | | | | | 56 | | |
Additions
|
| | | | — | | | | | | 5 | | | | | | 5 | | | | | | 10 | | |
At December 31, 2021
|
| | | | — | | | | | | 33 | | | | | | 33 | | | | | | 66 | | |
Additions
|
| | | | 10 | | | | | | — | | | | | | 19 | | | | | | 29 | | |
At December 31, 2022
|
| | | | 10 | | | | | | 33 | | | | | | 52 | | | | | | 95 | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | 19 | | | | | | 18 | | | | | | 37 | | |
Charge for the year
|
| | | | — | | | | | | 6 | | | | | | 4 | | | | | | 10 | | |
At December 31, 2021
|
| | | | — | | | | | | 25 | | | | | | 22 | | | | | | 47 | | |
Charge for the year
|
| | | | 0 | | | | | | 3 | | | | | | 10 | | | | | | 13 | | |
At December 31, 2022
|
| | | | 0 | | | | | | 28 | | | | | | 32 | | | | | | 60 | | |
Net carrying amount | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | 9 | | | | | | 10 | | | | | | 19 | | |
At December 31, 2021
|
| | | | — | | | | | | 8 | | | | | | 11 | | | | | | 19 | | |
At December 31, 2022
|
| | | | 10 | | | | | | 5 | | | | | | 20 | | | | | | 35 | | |
| | |
Buildings
€’000 |
| |
Total
€’000 |
| ||||||
Cost | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | 1,046 | | | | | | 1,046 | | |
Additions
|
| | | | — | | | | | | — | | |
At December 31, 2021
|
| | | | 1,046 | | | | | | 1,046 | | |
Additions
|
| | | | 528 | | | | | | 528 | | |
At December 31, 2022
|
| | | | 1,574 | | | | | | 1,574 | | |
Accumulated depreciation | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | — | | | | | | — | | |
Charge for the year
|
| | | | 375 | | | | | | 375 | | |
At December 31, 2021
|
| | | | 375 | | | | | | 375 | | |
Charge for the year
|
| | | | 287 | | | | | | 287 | | |
At December 31, 2022
|
| | | | 662 | | | | | | 662 | | |
Net carrying amount | | | | | | | | | | | | | |
At January 1, 2021
|
| | | | 1,046 | | | | | | 1,046 | | |
At December 31, 2021
|
| | |
|
671
|
| | | |
|
671
|
| |
At December 31, 2022
|
| | | | 912 | | | | | | 912 | | |
Amounts recognized in profit and loss
|
| |
2022
€’000 |
| |
2021
€’000 |
| ||||||
Depreciation expense on right of use assets
|
| | | | 287 | | | | | | 375 | | |
Interest expense on lease liabilities
|
| | | | 27 | | | | | | 28 | | |
Total | | | | | 314 | | | | | | 403 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| ||||||
Opening Lease Liability | | | | | 625 | | | | | | 994 | | |
Interest Expense
|
| | | | 27 | | | | | | 28 | | |
New Leases
|
| | | | 502 | | | | | | — | | |
Lease Payments
|
| | | | (305) | | | | | | (380) | | |
Exchange rate difference
|
| | | | (54) | | | | | | (17) | | |
Closing Lease Liability
|
| | | | 795 | | | | | | 625 | | |
December 31, 2022
|
| |
Due
< 1 year €’000 |
| |
Due between 1
and 2 years €’000 |
| |
Due between 2
and 5 years €’000 |
| |
Due
> 5 years €’000 |
| ||||||||||||
As at December 31, 2022
|
| | | | 300 | | | | | | 307 | | | | | | 243 | | | | | | — | | |
As at December 31, 2021
|
| | | | 197 | | | | | | 138 | | | | | | 346 | | | | | | — | | |
As at January 1, 2021
|
| | | | 383 | | | | | | 201 | | | | | | 424 | | | | | | 71 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Trade receivables (net)
|
| | | | 1,547 | | | | | | 454 | | | | | | 10 | | |
Other receivables
|
| | | | 3,864 | | | | | | 2,973 | | | | | | 1,335 | | |
Prepaid expenses and deposits
|
| | | | 69 | | | | | | 69 | | | | | | 99 | | |
Total trade and other receivables
|
| | | | 5,480 | | | | | | 3,496 | | | | | | 1,444 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Trade payables
|
| | | | 109 | | | | | | 141 | | | | | | 55 | | |
Other accruals
|
| | | | 663 | | | | | | 577 | | | | | | 440 | | |
Other payables
|
| | | | 186 | | | | | | 229 | | | | | | 156 | | |
Total trade and other payables
|
| | | | 958 | | | | | | 947 | | | | | | 651 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Short-term loan: | | | | | | | | | | | | | | | | | | | |
Snowborn Games AB loan
|
| | | | — | | | | | | — | | | | | | — | | |
Spinplay Holdings Limited loan
|
| | | | — | | | | | | 2,254 | | | | | | 2,000 | | |
Long-term loan: | | | | | | | | | | | | | | | | | | | |
Snowborn Games AB loan
|
| | | | — | | | | | | 250 | | | | | | 250 | | |
Total | | | | | — | | | | | | 2,504 | | | | | | 2,250 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Accumulated balances of material non-controlling interest: | | | | | | | | | | | | | | | | | | | |
Snowborn Group
|
| | | | 1,166 | | | | | | 305 | | | | | | 299 | | |
JFTW Game Development AB
|
| | | | 1,100 | | | | | | 826 | | | | | | 681 | | |
Riversun Holdings Inc.
|
| | | | 482 | | | | | | 199 | | | | | | 50 | | |
Spinplay Group
|
| | | | (483) | | | | | | 547 | | | | | | (412) | | |
Total comprehensive income allocated to material non-controlling interest:
|
| | | | | | | | | | | | | | | | | | |
Snowborn Group
|
| | | | 860 | | | | | | (131) | | | | | | n/a | | |
JFTW Game Development AB
|
| | | | 597 | | | | | | 487 | | | | | | n/a | | |
Riversun Holdings Inc.
|
| | | | 281 | | | | | | 149 | | | | | | n/a | | |
Spinplay Group
|
| | | | 1,936 | | | | | | 957 | | | | | | n/a | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Revenues
|
| | | | 4,442 | | | | | | 7,099 | | | | | | 1,167 | | | | | | 11,215 | | |
Expense
|
| | | | 2,570 | | | | | | 5,206 | | | | | | 417 | | | | | | 6,151 | | |
Profit for the year
|
| | | | 1,872 | | | | | | 1,893 | | | | | | 750 | | | | | | 5,064 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 1,012 | | | | | | 1,296 | | | | | | 469 | | | | | | 3,130 | | |
Non-controlling interest
|
| | | | 860 | | | | | | 597 | | | | | | 281 | | | | | | 1,934 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5 | | |
Total other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5 | | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 1,012 | | | | | | 1,296 | | | | | | 469 | | | | | | 3,133 | | |
Non-controlling interest
|
| | | | 860 | | | | | | 597 | | | | | | 281 | | | | | | 1,936 | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Revenues
|
| | | | 1,265 | | | | | | 6,472 | | | | | | 543 | | | | | | 5,708 | | |
Expense
|
| | | | 1,549 | | | | | | 5,040 | | | | | | 172 | | | | | | 2,841 | | |
(Loss)/Profit for the year
|
| | | | (284) | | | | | | 1,432 | | | | | | 371 | | | | | | 2,867 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | (153) | | | | | | 945 | | | | | | 222 | | | | | | 1,915 | | |
Non-controlling interest
|
| | | | (131) | | | | | | 487 | | | | | | 149 | | | | | | 952 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 16 | | |
Total other comprehensive income
|
| | | | | | | | | | | | | | | | | | | | | | 16 | | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | (153) | | | | | | 945 | | | | | | 222 | | | | | | 1,926 | | |
Non-controlling interest
|
| | | | (131) | | | | | | 487 | | | | | | 149 | | | | | | 957 | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Current assets
|
| | | | 2,619 | | | | | | 4,171 | | | | | | 670 | | | | | | 4,941 | | |
Non-current assets
|
| | | | 388 | | | | | | 621 | | | | | | 710 | | | | | | 219 | | |
Current liabilities
|
| | | | (325) | | | | | | (1,143) | | | | | | — | | | | | | (2,579) | | |
Non-current liabilities
|
| | | | (148) | | | | | | (377) | | | | | | — | | | | | | — | | |
Total Equity
|
| | | | 2,534 | | | | | | 3,272 | | | | | | 1,380 | | | | | | 2,581 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 1,368 | | | | | | 2,172 | | | | | | 898 | | | | | | 3,064 | | |
NCI
|
| | | | 1,166 | | | | | | 1,100 | | | | | | 482 | | | | | | (483) | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Current assets
|
| | | | 639 | | | | | | 3,426 | | | | | | 385 | | | | | | 4,890 | | |
Non-current assets
|
| | | | 478 | | | | | | 660 | | | | | | 283 | | | | | | 139 | | |
Current liabilities
|
| | | | (207) | | | | | | (1,205) | | | | | | (40) | | | | | | (3,188) | | |
Non-current liabilities
|
| | | | (250) | | | | | | (453) | | | | | | — | | | | | | — | | |
Total Equity
|
| | | | 660 | | | | | | 2,428 | | | | | | 628 | | | | | | 1,841 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 355 | | | | | | 1,602 | | | | | | 429 | | | | | | 1,294 | | |
NCI
|
| | | | 305 | | | | | | 826 | | | | | | 199 | | | | | | 547 | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Current assets
|
| | | | 588 | | | | | | 2,454 | | | | | | 115 | | | | | | 758 | | |
Non-current assets
|
| | | | 497 | | | | | | 1,018 | | | | | | — | | | | | | 52 | | |
current liabilities
|
| | | | (180) | | | | | | (841) | | | | | | (9) | | | | | | (2,037) | | |
Non-current liabilities
|
| | | | (262) | | | | | | (627) | | | | | | — | | | | | | (11) | | |
Total Equity
|
| | | | 643 | | | | | | 2,004 | | | | | | 106 | | | | | | (1,238) | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment of parent company
|
| | | | 344 | | | | | | 1,323 | | | | | | 56 | | | | | | (826) | | |
NCI
|
| | | | 299 | | | | | | 681 | | | | | | 50 | | | | | | (412) | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Operating
|
| | | | 2,066 | | | | | | 1,671 | | | | | | 560 | | | | | | 6,444 | | |
Investing
|
| | | | (25) | | | | | | — | | | | | | (545) | | | | | | (40) | | |
Financing
|
| | | | (345) | | | | | | (1,312) | | | | | | — | | | | | | (7,409) | | |
Exchange rate difference in cash and cash equivalents
|
| | | | — | | | | | | — | | | | | | — | | | | | | 12 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | 1,696 | | | | | | 359 | | | | | | 15 | | | | | | (993) | | |
| | |
Snowborn
Group €’000 |
| |
JFTW
€’000 |
| |
Riversun
Holdings Inc. €’000 |
| |
Spinplay
Group €’000 |
| ||||||||||||
Operating
|
| | | | (522) | | | | | | 1,725 | | | | | | 362 | | | | | | 2,799 | | |
Investing
|
| | | | (5) | | | | | | (5) | | | | | | (313) | | | | | | (20) | | |
Financing
|
| | | | 237 | | | | | | (1,311) | | | | | | 150 | | | | | | 254 | | |
Exchange rate difference in cash and cash equivalents
|
| | | | — | | | | | | — | | | | | | — | | | | | | 22 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (290) | | | | | | 409 | | | | | | 199 | | | | | | 3,055 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Cash and bank balances
|
| | | | 6,921 | | | | | | 5,844 | | | | | | 2,471 | | |
Bank overdrafts
|
| | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 6,921 | | | | | | 5,844 | | | | | | 2,471 | | |
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Uncertain tax provisions
|
| | | | 2,278 | | | | | | 859 | | | | | | — | | |
Other current tax liabilities
|
| | | | 284 | | | | | | 408 | | | | | | 61 | | |
Total current tax liabilities
|
| | | | 2,562 | | | | | | 1,267 | | | | | | 61 | | |
| | |
Uncertain tax
provisions €’000 |
| |||
At January 1, 2021
|
| | | | — | | |
Created during the year
|
| | | | 859 | | |
At December 31, 2021
|
| | | | 859 | | |
Created during the year
|
| | | | 1,419 | | |
At December 31, 2022
|
| | | | 2,278 | | |
Maturity Profile
|
| |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| |
January 1,
2021 €’000 |
| |||||||||
Less than 30 days
|
| | | | 5,411 | | | | | | 3,427 | | | | | | 1,345 | | |
Between 31 and 60 days
|
| | | | — | | | | | | — | | | | | | — | | |
Between 61 and 90 days
|
| | | | — | | | | | | — | | | | | | — | | |
Between 90 and 120 days
|
| | | | — | | | | | | — | | | | | | — | | |
More than 120 days
|
| | | | — | | | | | | — | | | | | | — | | |
| | | | | 5,411 | | | | | | 3,427 | | | | | | 1,345 | | |
Account
|
| |
Note
|
| |
External
Credit Rating |
| |
ECL
measurement |
| |
Gross
Carrying Value €’000 |
| |
Allowance
for loss €’000 |
| |
Net
Carrying Value €’000 |
| |||||||||||||||
Trade receivables | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2022
|
| | | | 13 | | | | | | N/A | | | |
12-month ECL
(low credit risk) |
| | | | 1,547 | | | | | | — | | | | | | 1,547 | | |
As at December 31, 2021
|
| | | | 13 | | | | | | N/A | | | |
12-month ECL
(low credit risk) |
| | | | 454 | | | | | | — | | | | | | 454 | | |
As at January 1, 2021
|
| | | | 13 | | | | | | N/A | | | |
12-month ECL
(low credit risk) |
| | | | 10 | | | | | | — | | | | | | 10 | | |
December 31, 2022
|
| |
Due
< 1 year €’000 |
| |
Due between 1
and 2 years €’000 |
| |
Due between 2
and 5 years €’000 |
| |
Due
> 5 years €’000 |
| ||||||||||||
Trade and other payables
|
| | | | 958 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 270 | | | | | | 283 | | | | | | 242 | | | | | | — | | |
Loans
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
December 31, 2021
|
| |
Due
< 1 year €’000 |
| |
Due between 1
and 2 years €’000 |
| |
Due between 2
and 5 years €’000 |
| |
Due
> 5 years €’000 |
| ||||||||||||
Trade and other payables
|
| | | | 947 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 172 | | | | | | 124 | | | | | | 329 | | | | | | — | | |
Loans
|
| | | | 2,254 | | | | | | 250 | | | | | | — | | | | | | — | | |
January 1, 2021
|
| |
Due
< 1 year €’000 |
| |
Due between 1
and 2 years €’000 |
| |
Due between 2
and 5 years €’000 |
| |
Due
> 5 years €’000 |
| ||||||||||||
Trade and other payables
|
| | | | 651 | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 355 | | | | | | 176 | | | | | | 393 | | | | | | 70 | | |
Loans
|
| | | | 2,000 | | | | | | — | | | | | | 250 | | | | | | — | | |
| | |
USD
€’000 |
| |
SEK
€’000 |
| ||||||
Cash
|
| | | | 2,515 | | | | | | 4,031 | | |
Other receivables
|
| | | | — | | | | | | 119 | | |
Trade and payable
|
| | | | 286 | | | | | | 628 | | |
Current tax liabilities
|
| | | | 2,037 | | | | | | 513 | | |
Lease liabilities
|
| | | | — | | | | | | 795 | | |
Debt
|
| | | | — | | | | | | — | | |
| | |
USD
€’000 |
| |
SEK
€’000 |
| ||||||
Cash
|
| | | | 3,508 | | | | | | 2,012 | | |
Other receivables
|
| | | | — | | | | | | 187 | | |
Trade and payable
|
| | | | 100 | | | | | | 774 | | |
Current tax liabilities
|
| | | | 836 | | | | | | 425 | | |
Lease liabilities
|
| | | | — | | | | | | 625 | | |
Debt
|
| | | | 2,254 | | | | | | — | | |
| | |
USD
€’000 |
| |
SEK
€’000 |
| ||||||
Cash
|
| | | | 454 | | | | | | 1,903 | | |
Other receivables
|
| | | | — | | | | | | 8 | | |
Trade and payable
|
| | | | 19 | | | | | | 588 | | |
Current tax liabilities
|
| | | | 19 | | | | | | 42 | | |
Lease liabilities
|
| | | | — | | | | | | 994 | | |
Debt
|
| | | | 2,000 | | | | | | — | | |
| | |
Earnings impact — gain (loss)
|
| |||||||||
USD
|
| |
10% Strengthening
€’000 |
| |
10% Weakening
€’000 |
| ||||||
2022
|
| | | | (19) | | | | | | 19 | | |
2021
|
| | | | (30) | | | | | | 30 | | |
| | |
Earnings impact — gain (loss)
|
| |||||||||
SEK
|
| |
10% Strengthening
€’000 |
| |
10% Weakening
€’000 |
| ||||||
2022
|
| | | | (221) | | | | | | 221 | | |
2021
|
| | | | (38) | | | | | | 38 | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amortized cost
€’000 |
| |||||||||
Cash and cash equivalents
|
| | | | 6,921 | | | | | | — | | | | | | — | | |
Trade and other receivables**
|
| | | | — | | | | | | — | | | | | | 5,411 | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amortized cost
€’000 |
| |||||||||
Cash and cash equivalents
|
| | | | 5,844 | | | | | | — | | | | | | — | | |
Trade and other receivables**
|
| | | | — | | | | | | — | | | | | | 3,427 | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amortized cost
€’000 |
| |||||||||
Cash and cash equivalents
|
| | | | 2,471 | | | | | | — | | | | | | — | | |
Trade and other receivables**
|
| | | | — | | | | | | — | | | | | | 1,345 | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amortized cost
€’000 |
| |||||||||
Trade and Other Payables
|
| | | | — | | | | | | — | | | | | | 958 | | |
Lease Liabilities
|
| | | | — | | | | | | — | | | | | | 795 | | |
Debt
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amortized cost
€’000 |
| |||||||||
Trade and Other Payables
|
| | | | — | | | | | | — | | | | | | 947 | | |
Lease Liabilities
|
| | | | — | | | | | | — | | | | | | 625 | | |
Debt
|
| | | | — | | | | | | — | | | | | | 2,504 | | |
| | |
Fair value
through profit and loss €’000 |
| |
Fair value
through OCI €’000 |
| |
Amoritized cost
€’000 |
| |||||||||
Trade and Other Payables
|
| | | | — | | | | | | — | | | | | | 651 | | |
Lease Liabilities
|
| | | | — | | | | | | — | | | | | | 994 | | |
Debt
|
| | | | — | | | | | | — | | | | | | 2,250 | | |
| | |
Total
€’000 |
| |||
At January 1, 2021
|
| | | | — | | |
Credit to equity for equity-settled share-based payments
|
| | | | 195 | | |
At December 31, 2021
|
| | | | 195 | | |
Credit to equity for equity-settled share-based payments
|
| | | | 649 | | |
At December 31, 2022
|
| | | | 844 | | |
| | |
December 31,
2022 Number of shares |
| |
December 31,
2021 Number of shares |
| ||||||
Outstanding at beginning of year
|
| | | | 3,330 | | | | | | 1,145 | | |
Granted during the year
|
| | | | — | | | | | | 2,185 | | |
Forfeited during the year
|
| | | | (162) | | | | | | — | | |
Exercised during the year
|
| | |
|
—
|
| | | |
|
—
|
| |
Expired during the year
|
| | | | — | | | | | | — | | |
Outstanding at the end of the year
|
| | | | 3,168 | | | | | | 3,330 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| |||
Estimated 100% equity value*
|
| | | | — | | | |
EUR 26 mln
|
|
Time to liquidity event
|
| | | | — | | | |
2.4 years
|
|
Expected volatility
|
| | | | — | | | |
65%
|
|
Risk-free rate
|
| | | | — | | | |
0.4%
|
|
Expected dividend yields
|
| | | | — | | | |
0%
|
|
| | |
December 31,
2022 €’000 |
| |
December 31,
2021 €’000 |
| ||||||
Gross Salary
|
| | | | 789 | | | | | | 645 | | |
Pension costs
|
| | | | 183 | | | | | | 164 | | |
Social security & tax cost
|
| | | | 222 | | | | | | 179 | | |
Other staff related costs
|
| | | | 18 | | | | | | 22 | | |
| | |
€’000
|
| |||
Dividend approved by the directors of Spinplay Group (February 6, 2023)
|
| | | | 2,800 | | |
Dividend approved by the directors of Neko Games (February 15, 2023)
|
| | | | 500 | | |
Dividend approved by the directors of JFTW (June 22,2023)
|
| | | | 2,488 | | |
Dividend approved by the directors of Spinplay Group (August 21, 2023)
|
| | | | 4,137 | | |
Total | | | | | 9,925 | | |
Dividend per share JFTW
|
| | | | 0.02 | | |
Dividend per share Spinplay Group
|
| | | | 0.21 | | |
Dividend per share Neko Games
|
| | | | 0.01 | | |
| J.P. Morgan | | |
Jefferies
|
| |
Macquarie Capital
|
|
|
Barclays
|
| |
BTIG
|
|
|
Exhibit
Number |
| |
Description Of Exhibit
|
|
| 1.1* | | | Form of Underwriting Agreement. | |
| 3.1** | | | | |
| 3.2 | | | | |
| 4.1 | | | | |
| 5.1 | | | | |
| 10.1+ | | | | |
| 10.2+ | | | Consultancy Agreement, dated as of April 1, 2022, by and between the Registrant and RNG Squared S.A.R.L., as amended. | |
| 10.3 | | | | |
| 10.4† | | | | |
| 10.5†** | | | | |
| 10.6#** | | | | |
| 21.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 24.1** | | | | |
| 99.1** | | | | |
| 107 | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Walter Bugno
Walter Bugno
|
| |
Chief Executive Officer
(Principal Executive Officer and Director) |
| |
May 2, 2024
|
|
|
/s/ Timothy Mickley
Timothy Mickley
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer and Director) |
| |
May 2, 2024
|
|
|
*
M. Gavin Isaacs
|
| |
Chairman of Board of Directors
|
| |
May 2, 2024
|
|
|
*
Sheila Bangalore
|
| |
Director
|
| |
May 2, 2024
|
|
|
*
Diego Biasi
|
| |
Director
|
| |
May 2, 2024
|
|
|
*
Charles P. Cohen
|
| |
Director
|
| |
May 2, 2024
|
|
|
*
Guy Templer
|
| |
Director
|
| |
May 2, 2024
|
|