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CI Games S.A.

Quarterly Report Nov 22, 2021

5562_rns_2021-11-22_6221c032-e225-4cec-ad7f-ff83d5b6e6a4.pdf

Quarterly Report

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CI Games Capital Group

Quarterly financial report for the period

from 1 July to 30 September 2021

Warsaw, 22 November 2021

Key financial highlights of the Group

PLN'000 EUR'000
9M2021 9M2020 9M2021 9M2020
Net revenue from sales 81,882 34,781 17,963 7,830
Operating profit 31,359 6,182 6,879 1,329
EBIT margin (%) 38.3% 17.8% 38.3% 17.0%
EBITDA 48,869 20,869 10,720 4,635
EBITDA margin (%) 59.7% 60.0% 59.7% 59.2%
Net profit 27,219 5,080 5,971 1,144
Net profit margin (%) 33.2% 14.6% 33.2% 14.6%
Weighted average no of shares (thousands) 182,943 161,943 182,943 161,943
Eearnings per share (PLN/share) 0.15 0.03 0.03 0.01
Net cash flows from operating activities 47,984 33,505 10,526 7,543
Net cash flows from investing activities (33,237) (15,945) (7,291) (3,590)
Net cash flows from financing activities (383) 4,014 (84) 904
Total net cash flow 14,364 21,574 3,151 4,857
30.09.2021 31.12.2020 30.09.2021 31.12.2020
Cash and cash equivalents 42,155 28,207 9,099 6,112
Total assets 150,272 110,287 32,436 23,899
Own equity 123,659 96,544 26,691 20,921
Share capital 1,829 1,829 395 396
Debt (finance lease liability) 4,948 6,191 1,068 1,342

Key events in the Group

Financial results

  • Our portfolio of genre-leading games delivered record financial results in the 3Q 2021: EBITDA margin at 59.1% (59.7% in the period of 9M 2021) and net profit of 41.8% (33.2% in the period of 9M2021).
  • Consolidated revenue of PLN 32.7 million in Q3 2021 reflected substantial contributions from our existing games franchise, Sniper Ghost Warrior, together with revenues from new releases from United Label in the 3Q2021.
  • Cash balance of PLN 42.2 million as of 30 September 2021 (30 June 2021: PLN 20.2 million) even after investment of PLN 14.0 million during Q3 2021 in development of new titles for release.
  • As of 30.09.2021, net book value of development works was PLN 72.1 million, wherein PLN 49.8 million was attributable to development works in progress and PLN 22.3 million related to completed development projects.

Events in the game area

  • In Q3 2021, United Label published two new titles, Eldest Souls and Tails of Iron. Both delivered strong commercial performances, in addition to positive user reviews and high Metacritic scores.
  • CI Games and BatFields s.r.o. concluded an agreement for the development of a new title in the popular survival genre. The game will be developed by BatFields in cooperation with key members of the CI Games' internal team, in particular, art and creative directors, technical directors, and project leaders. Planned to release on PC platforms and the latest console generations, the game will be developed on Unreal Engine 5.
  • Lords of the Fallen 2 is currently in full production, aiming to be content complete in April 2022. The marketing campaign is planned to commence in Q1/Q2 2022.
  • Following the success of Sniper Ghost Warrior Contracts 2, released in June 2021, the Warsaw development team is currently working on the next installment in the Sniper Ghost Warrior franchise.

Multiplayer component to be part of every major release

  • While our games will continue to prioritize a single player experience at their core, going forward we will also implement a multiplayer component to every title, specifically designed for each.
  • The multiplayer component will help bring individual games from our publishing portfolio to an accordingly wider audience.

Organization further strengthened its presence on the international market

  • Former SEGA commercial lead, Sam Sadeghi, joined the Group in a newly formed role, VP of Global Sales.
  • The organization continued to grow during Q3 2021. As of 30 September 2021, total headcount was 156, working from multiple geographic locations. This is one of the key competitive advantages of the Group.

KEY FINANCIAL DATA OF CI GAMES CAPTIAL GROUP

KEY INFORMATION ABOUT CI GAMES CAPITAL GROUP

6

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

QUARTERLY STANDALONE FINANCIAL STATEMENT OF CI GAMES S.A.

4

SELECTED FINANCIAL INFORMATION

Consolidated Profit and Loss Accounts for the period from 1.01 for the period from 1.01
to 30.09.2021 to 30.09.2020
PLN'000 EUR'000 PLN'000 EUR'000
Net revenue from sales 81,882 17,963 34,781 7,830
Profit (loss) from operating activities 31,359 6,879 6,182 1,329
Gross profit (loss) 33,584 7,367 6,259 1,409
Net profit (loss) 27,219 5,971 5,080 1,144
Weighted average number of shares (in thousands) 182,943 182,943 162,709 162,709
Net profit (loss) per ordinary share attributable to equity owners of the Parent 0.14 0.03 0.03 0.01
Consolidated Statement of cash flow for the period from 1.01 for the period from 1.01
to 30.09.2021
PLN'000
EUR'000 to 30.09.2020
PLN'000
EUR'000
Net cash flows from operating activities 47,984 10,526 33,505 7,543
Net cash flows from investing activities (33,237) (7,291) (15,945) (3,590)
Net cash flows from financing activities (383) (84) 4,014 904
Net cash flows 14,364 3,151 21,574 4,857
Consolidated Balance sheet as of 30.09.2021 as of 31.12.2020
PLN'000 EUR'000 PLN'000 EUR'000
Non-current assets 80,190 17,309 69,137 14,982
Current assets 70,082 15,127 41,150 8,917
Total assets 150,272 32,436 110,287 23,899
Equity 123,659 26,691 96,544 20,921
Initial capital 1,829 395 1,829 396
Liabilities 26,613 5,744 13,743 2,978
Non-current liabilities 8,068 1,741 8,173 1,771
Current liabilities 18,545 4,003 5,570 1,207
Total equity and liabilities 150,272 32,436 110,287 23,899

Exchange rates PLN/EUR

Average exchange rate for 9M 2021 4.5585
Average exchange rate for 9M 2020 4.4420
Exchange rate as of 30.09.2021 4.6329
Exchange rate as of 31.12.2020 4.6147

Key financial data of CI Games Capital Group

CONSOLIDATED STATEMENT OF FINANCIAL CONDITIONS

ASSETS as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
A. Non-current assets 80,190 71,093 69,137 60,677
Property, plant and equipment 1,672 1,179 437 386
Intangible assets 72,331 59,136 55,749 53,838
Advances for intangible assets - 4,687 3,238 2,882
Right-to-use asset 4,640 4,888 6,484 688
- - - 20
Deferred tax asset 1,547 1,203 3,229 2,863
B. Current assets 70,082 58,048 41,150 41,915
Inventory 2,814 2,362 1,576 2,137
Current investments 2,340 1,882 431 -
Advances granted 112 189 67 34
Trade receivables 15,545 29,086 6,833 6,260
Tax receivables - - 432 -
Cash and cash equivalents 42,155 20,178 28,207 28,202
Other current assets 7,116 4,351 3,604 5,282
Total assets 150,272 129,141 110,287 102,592

LIABILITIES & EQUITY as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
A. 123,659 110,079 96,544 94,482
1,829 1,829 1,829 1,829
Share capital
Share premium 78,653
4,433
78,653 78,653 78,647
Reserve capital for the acquisition of shares 16,000 -
16,000
-
16,000
-
16,000
Dividend capital 1,017 1,017 1,017 1,017
Reserve capital (5) (5) (5) -
Exchange differences from converting version units 308 365 412 371
Retained earnings 20,465 12,061 (1,531) (3,391)
including profit for the period 26,429 13,592 6,959 5,099
Equity attributable to owners of the Parent 122,700 109,920 96,375 94,473
Equity attributable to non-controlling interests 959 159 169 9
B. LIABILITIES 26,613 19,062 13,743 8,110
Non-current liabilities 8,068 8,878 8,173 3,395
Finance lease liabilities 4,261 4,555 5,867 -
Deferred income tax provision 3,807 4,323 2,306 3,395
Current liabilities 18,545 10,184 5,570 4,715
Borrowings including credits, loans and other debt instruments - 1 33 7
Income tax liabilities 2,183 11 - 287
Trade liabilities 4,473 5,823 3,169 2,492
Finance lease liabilities 687 405 324 403
Other liabilities 6,409 846 586 224
Other current provisions 4,645 2,915 862 769
Deferred revenues 148 183 596 533
Total equity and liabilities 150,272 129,141 110,287 102,592
for the period from 1.01 for the period from 1.07 for the period from 1.01 for the period from 1.07
Statement of comprehensive income to 30.09.2021 to 30.09.2021 to 30.09.2020 to 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
Continuing operations
Net revenue from sales 81,882 32,658 34,781 7,744
Revenue from sale of products and services 81,882 32,658 34,781 7,744
Revenue from sale of goods and materials - - - -
Costs of products, goods and services sold (32,131) (11,763) (19,780) (4,539)
Manufacturing cost of products sold (32,131) (11,763) (19,780) (4,539)
Value of goods and materials sold - - - -
Gross profit (loss) on sales 49,751 20,895 15,001 3,205
Other operating revenues 907 17 213 82
Selling costs (13,296) (4,233) (4,414) (1,041)
General and administrative costs (5,449) (2,131) (4,085) (1,203)
Other operating expenses (554) (505) (533) (35)
Profit (loss) on operating activities 31,359 14,043 6,182 1,008
Financial revenues 2,404 2,010 397 (488)
Financial expenses (179) (107) (320) (53)
Profit (loss) before tax 33,584 15,946 6,259 467
Income tax (6,365) (2,309) (1,179) (127)
current tax due (3,180) (3,169) (902) (803)
deferred tax (3,185) 860 (277) 676
Profit (loss) on continuing operations 27,219 13,637 5,080 340
Discontinued operations - - - -
Loss from discontinued operations - - - -
Net profit (loss) 27,219 13,637 5,080 340
- net profit (loss) attributable to equity owners of the Parent 26,429 12,837 5,099 340
- net profit (loss) attributable to non-controlling interest 790 800 (19) -
Total other comprehensive income, including:
Foreign exchange differences from translation of foreign entities (104) (57) (42) (95)
Total income for the financial year 27,115 13,580 5,038 245
- total net comprehensive income attributable to equity owners 26,325 12,780 5,057 245
of the Parent
- total net comprehensive income attributable to non-controlling 790 800 (19) -
Net profit (loss) attributable to euity owners of the Parent 26,429 12,837 5,099 340
Weighted average number of shares in the period (in thousands) 182,943 182,943 162,709 164,226
Net profit (loss) per ordinary share attributable to equity 0.14 0.07 0.03 0.00
owners of the Parent (in PLN)

CONSOLIDATED CASH FLOW STATEMENT

(indirect method)

for the period from 1.01 for the period from 1.07 for the period from 1.01 for the period from 1.07
to 30.09.2021 to 30.09.2021 to 30.09.2020 to 30.09.2020
PLN'000 PLN'001 PLN'000 PLN'000
Cash flows from operating activities
Gross profit (loss) 33,584 15,946 6,259 467
Total adjustments 14,400 21,189 27,246 8,157
Depreciation 17,510 5,267 14,687 3,157
Impairment loss (reversal) - - 110 (1)
Profit (loss) on foreign exchange differerences 470 595 39 166
Interest (38) (73) 83 11
Comission on loans - - 201 2
Change in receivables (8,275) 13,541 13,678 4,224
Change in inventory and prepayments (1,283) (375) 845 201
Change in trade and other payables 7,021 4,156 (2,087) (428)
Change in employee benefit provisions and liabilities 3,783 1,740 48 (173)
Change in other current assets (3,343) (2,630) (191) 1,282
Tax paid (997) (997) (616) (616)
Deferred revenues (448) (35) 443 332
Other adjustments - - 6 -
Net cash flows from operating activities 47,984 37,135 33,505 8,624
Cash flows from investing activities
Cash outflows on acquisition of property, plant and equipment and
intangible assets (2,898) (799) (2,088) (1,980)
Cash outflows on development works (28,488) (13,354) (13,837) (4,553)
Cash outflows on acquisition of financial assets - - (20) (20)
Cash outflows on loans granted (1,851) (596) - -
Net cash from investing activities (33,237) (14,749) (15,945) (6,553)
Cash flows from financing activities
Net proceeds from the issue of shares and other capital - 29,127 26,140
instruments -
Incurrence of borrowings - - - (25)
Repayment of borrowings (33) (1) (24,044) (12,467)
Repayment of finance lease liabilities (333) (43) (517) (163)
Interest (17) (1) (351) (89)
Other financial outflows - - (201) (2)
Net cash from financing activities (383) (45) 4,014 13,394
Total net cash flows 14,364 22,341 21,574 15,465
Exchange differences on cash 416 364 31 31
Balance sheet changes in cash and cash equivalents 13,948 21,977 21,543 15,434
Cash and cash equivalents at the beginning of the period 28,207 20,178 6,659 12,768
Cash and cash equivalents at the end of the period 42,155 42,155 28,202 28,202
Including restricted cash - - - -

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY

For the period from 01.01. to 30.09.2021
PLN'000
Share capital Share premium Surplus capital buyback of own shares
Reserve capital for
Share dividend Differences from
translation
Reserve capital Retained earnings Own equity of the
Parent
controlling interest
Own equity of non
Equity
As of 01.01.2021 1,829 78,653 - 16,000 1,017 412 (5) (1,531) 96,375 169 96,544
As of 01.01.2021, upon coversation 1,829 78,653 - 16,000 1,017 412 (5) (1,531) 96,375 169 96,544
CHANGES IN EQUITY
Profits and losses in the period - - - - - - - 26,429 26,429 790 27,219
Other - - - - - - - - - - -
Issue of shares - - - - - - - - - - -
Translation differences - - - - - (104) - - (104) - (104)
- - 4,433 - - - - (4,433) - - -
As of 30.09.2021 1,829 78,653 4,433 16,000 1,017 308 (5) 20,465 122,700 959 123,659
For the period from 01.01. to 31.12.2020
PLN'000
Share capital Share premium Surplus capital buyback of own shares
Reserve capital for
Share dividend Differences from
translation
Reserve capital Retained earnings Own equity of the
Parent
controlling interest
Own equity of non
Equity
As of 01.01.2020 1,619 49,759 - 16,000 1,017 413 - (8,490) 60,318 - 60,318
As of 01.01.2020, upon coversation 1,619 49,759 - 16,000 1,017 413 - (8,490) 60,318 - 60,318
CHANGES IN EQUITY
Profits and losses in the period - - - - - - - 6,959 6,959 138 7,097
Other - - - - - - (5) - (5) 31 26
Issue of shares 210 28,894 - - - - - - 29,104 - 29,104
Translation differences - - - - - (1) - - - - -
As of 31.12.2020 1,829 78,653 - 16,000 1,017 412 (5) (1,531) 96,375 169 96,544
For the period from 01.01. to 30.09.2020
PLN'000
Share capital Share premium Surplus capital buyback of own shares
Reserve capital for
Share dividend Differences from
translation
Reserve capital Retained earnings Own equity of the
Parent
controlling interest
Own equity of non
Equity
As of 01.01.2020 1,619 49,759 - 16,000 - 413 - (7,473) 60,318 - 60,318
Change in presentation - - - 1,017 - (1,017) - - -
As of 01.01.2020, upon coversation 1,619 49,759 - 16,000 1,017 413 - (8,490) 60,318 - 60,318
CHANGES IN EQUITY
Profits and losses in the period - - - - - - - 5,099 5,099 (19) 5,080
Other - - - - - - - - - 28 28
Issue of shares 210 28,888 - - - - - - 29,098 - 29,098
Translation differences - - - - - (42) - - (42) - (42)
As of 30.09.2020 1,829 78,647 - 16,000 1,017 371 - (3,391) 94,473 9 94,482

1. General information: name, headquarters and principal activity of CI Games

  • CI Games S.A. ("the Issuer", "the Dominant Entity", "the Company") was registered on June 1st, 2007 as City Interactive S.A. On August 7, 2013, at the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register which recorded the change of Company's name from the previous name to CI Games S.A. The registered office of the Company is located in Warsaw at Rondo Daszyńskiego 2B.
  • The Company is entered in the Register of Entrepreneurs under the number KRS 0000282076 at the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division. The entry was made by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register. The court of registration of the Company is currently the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register.
  • Group • The core business activity of the Company consists of production, publishing and distribution of video games
  • Tax identification number (NIP): 1181585759.

Daszyńskiego 2B.

  • Statistical identification number (REGON): 017186320.
  • of CI Games • The Company has been established for an unlimited period of time.

Commercial Division of the National Court Register.

▪ Statistical identification number (REGON): 017186320.

▪ Tax identification number (NIP): 1181585759.

2. Structure of the Capital Group and consolidation principles

As of 30.09.2021, CI Games Capital Group ("the Group", "Capital Group CI Games") consisted of the following entities:

  • CI Games S.A. with a registered office in Warsaw. Share capital: PLN 1,829,430.15. Dominant Entity. The Company is listed on the regulated market conducted by the Warsaw Stock Exchange in Warsaw S.A.
  • United Label S.A. with a registered office in Warsaw. Share capital: PLN 127,500. 78.43% shares held by CI Games S.A., with the remaining shares owned by private individuals. The Company is listed on New Connect market (Alternative Trading System – ATS) conducted by the Warsaw Stock Exchange in Warsaw S.A.
  • CI Games USA Inc. with a registered office in the state of Delaware, United States of America. Share capital: USD 50,000. 100% shares held by CI Games S.A.
  • Business Area sp. z o.o. with a registered office in Warsaw. Share capital: PLN 5,000; 100% shares held by CI Games S.A.
  • Business Area sp. z o.o. sp.j. with a registered office in Warsaw. 99.99% contribution of CI Games S.A.; the remaining 0.01% of Business Area sp. z o.o.
  • CI Games S.A. sp.j. with a registered office in Warsaw. 99.99% contribution of Business Area sp. z o.o.sp.j.; the remaining 0.01% of CI Games S.A.
  • CI Games UK Ltd. with a registered office in London, the United Kingdom. Share capital GBP 100; 100% shares held by CI Games S.A.
  • CI Games Mediterranean Projects S.L. with a registered office in Barcelona, Spain. Share capital: EUR 3,000. 75% shares held directly by CI Games S.A.; the remaining 25% shares owned by Mclex Trust sp. z o.o. with the seat in Warsaw.
  • CI Games Bucharest Studio S.R.L. with a registered office in Bucharest, Romania. Share capital: LEI 200. 100% shares owned directly by CI Games S.A.

Subsidiaries consist of entities controlled by the dominant entity. Such relationship exists whenever the dominant entity:

  • holds the authority over the entity in question;
  • is exposed to or has the right to variable returns generated as a result of its involvement in the entity in question;
  • has the ability to influence the amount of returns generated by the entity in question by exercising its authority over such entity.

The Dominant Entity consolidates its subsidiaries which, as long as they meet the materiality threshold – are subject to full consolidation.

The following companies are excluded from consolidation due to materiality level:

  • CI Games UK Ltd.;
  • CI Games Bucharest Studio S.R.L.

3. Composition of the governing bodies of the Parent Entity

Management Board of the Parent Entity in the third quarter of 2021:

Marek Tymiński President of the Management Board
Monika Rumianek Member of the Management Board

Composition of the Supervisory Board of the Company in the third quarter of 2021 was as follows:

Ryszard Bartkowiak President of the Supervisory Board
Rafał Berliński Member of the Supervisory Board
Marcin Garliński Member of the Supervisory Board
Grzegorz Leszczyński Member of the Supervisory Board
Krzysztof Kaczmarczyk Member of the Supervisory Board

4. Composition of the Executive Team

Organizational Structure

The Group is organized into departments, which correspond to development of key products "Sniper Ghost Warrior" ("SGW") and "Lords of the Fallen 2" ("LotF 2") supported by Quality Assurance. Other departments include Sales & Marketing and Finance & Administration. The breakdown of headcount by department is presented below.

Headcount
As of 30.09.2020 As of 30.09.2021
Development "SGW" 40 47
Development "LotF 2" 30 62
Quality Assurance 10 16
Sales & Marketing 10 12
Finance & Administration 10 19
Total 100 156

Executive Team

Key management at CI Games consists of professionals of many different nationalities. All have extensive experience in the video games industry. The management operates from various locations contributing to further internationalization of the company. This is a continuation of the remote development strategy implemented by necessity during the COVID-19 lockdown. This strategy allows CI Games to attract and retain experienced senior professionals of diverse backgrounds.

The key management is listed below.

Name Role Location
Marek Tymiński Founder & President of the Board Poland / Spain
Monika Rumianek HR & Admin Director/ Board Member Poland
Darren Newnham CEO United Label/ Business Development Director United Kingdom
Saul Gascon Executive Producer (LotF 2) Spain
Tobias Heussner Executive Producer (SGW) Spain
Cezar Virtosu Creative Director (LOTF) Spain
Kenton Fletcher Creative Director (SGW) France
Alexandre Chaudret Art Director (LotF2) France
Joan Piqué Art Director (SGW) Spain
Rhys Twelves Technical Director (SGW & LotF 2) United Kingdom
Krzysztof Golatowski Warsaw Studio Head Poland
Ryan Hill Marketing Director United Kingdom
Dean Scott Senior Producer (Publishing) United Kingdom
Sam Sadeghi VP, Global Sales Poland / Spain
Frank Chiechi VP Sales, NA & LATAM USA
Katarzyna Sermanowicz-Giza Finance Director Poland
Małgorzata Sas Madej Legal Counsel Poland
Lenka Kolarova Investment Director Relationships Spain

Development Structure

CI Games has two internal studios and a third external studio, BatFields s.r.o. ("BatFields"), with a registered office in the Czech Republic.

The first internal studio is fully responsible for the "Sniper Ghost Warrior" franchise. The primary focus for this studio at present is to develop the next installment of the "Sniper Ghost Warrior" franchise. The studio is headquartered in Warsaw, however, its team has a presence in several international locations as summarized on the next pag

"Sniper Ghost Warrior" Development - locations Headcount as of 30.09.2021
Poland 38
United Kingdom 3
Spain 2
Other locations 4

The second internal studio, Hexworks, founded in 2020, is fully responsible for development of "Lords of the Fallen 2". Hexworks boasts a highly experienced team of senior developers from all around the world. Hexworks' team is based across multiple locations, including Spain, Romania, the United Kingdom, and France, among others.

"Lords of the Fallen 2" Development - locations Headcount as of 30.09.2021

Spain 34
Romania 11
United Kingdom 6
France 3
Other locations 8

In October 2021, CI Games and BatFields, with a registered office in the Czech Republic, concluded an agreement for development of a game in the survival genre. The game will be developed by BatFields in cooperation with CI Games' key management, including creative and artistic directors, technical director and project leaders.

Sales & Marketing

CI Games has been building an international sales and marketing team with a global reach. The marketing team is mainly based in the United Kingdom and in Poland, while the sales team is spread across the United Kingdom, United States

Headcount as of 30.09.2021
Sales & Marketing – locations Sales Marketing
United Kingdom 1 5
United States 1 0
Poland 2 3

5. The shareholding structure of the Parent Entity

According to the best knowledge of the Parent Entity's Management Board, as of the date of publication of this report, that is 22.11.2021, the shareholding structure of CI Games S.A., including shareholders owning directly or through their subsidiaries shares representing at least 5% of the total votes at the general meeting, was as follows:

Share capital– structure Number of shares and number
of votes
% of votes in the share
capital of the Company and
in the total number of votes
Marek Tymiński 53,083,570 29.02%
Rockbridge Towarzystwo Funduszy Inwestycyjnych S.A. 15,718,357 8.59%
Other shareholders 114,141,088 62.39%
Total 182,943,015 100.00%

6. Ownership of CI Games S.A. shares or rights to shares by persons managing and supervising the Company

Ownership of CI Games S.A. shares by members of managing and supervising bodies as of the date of publication of this report:

Person Function State as of
31.12.2020
State as of 22.11.2021
(report publication date)
Marek Tymiński President of the Management Board 52,663,570 53,083,570
Monika Rumianek Member of the Management Board 150,000 150,000
Marcin Garliński Member of the Management Board 40,000 40,000
Krzysztof Kaczmarczyk Member of the Management Board 15,000 15,000
Rafał Berliński Member of the Supervisory Board 0 66,000

Marek Tymiński, the President of the Management Board of CI Games S.A., holds 53,083,570 shares of the Parent Entity, representing 29.02% of the Issuer's share capital and 29.02% of the total number of votes at the Company's general meeting.

Monika Rumianek, a member of the Management Board of CI Games S.A., holds 150,000 shares of the Issuer, representing 0.08% of the Company's share capital and 0.08% of the total number of votes at the Company's general meeting.

Marcin Garliński, a member of the Supervisory Board of CI Games S.A. holds 40,000 shares of the Issuer, constituting 0.02% of the share capital of the Issuer and 0.02% of the total number of votes during the general meeting of the Company.

Krzysztof Kaczmarczyk, a member of the Supervisory Board of the Company, holds 15,000 shares of the Issuer, constituting 0.008% of the total number of votes during the general meeting of the Company.

On 12.10.2021, 13.10.2021 and 15.10.2021, the Company received notifications on the purchase of accordingly 23,509, 20,000 and 22,491 shares by Rafał Berliński – a member of the Company's Supervisory Board. The Company was informing about these transactions in the current reports nr 23/2021, 24/2021 and 26/2021. Rafał Berliński holds 66,000 shares of the Issuer, constituting 0.36% of the total number of votes during the general meeting of the Company.

According to the best knowledge of the Company, the remaining members of the Supervisory Board hold no shares of the Company in the first quarter 2021 and as of the date of the release of this report.

1. Statement of compliance and general principles of preparation the quarterly financial statements

The interim condensed consolidated financial statements were prepared in accordance with requirements of IAS 34 "Interim financial reporting" approved by EU ("IAS 34") and the scope required by the Minister of Finance Regulation of March 29, 2018 on current and periodical information to be published by issuers of securities and conditions of consideration of information required by the law of non-member country's law as equal (Official Journal 2018, item 757) and present financial position of the Group and the Company as of March 31, 2021, financial results and cash flow for the 3-month period ended 30.092021 and 30.09.2020.

The quarterly interim financial statements do not include all the information and disclosures required by annual financial statements and therefore they should be read in conjunction with the Financial Statement of CI Games Capital Group for the period ended December 31, 2020 approved for publication on April, 19, 2021.

Preparation of the consolidated financial statements in accordance with the EU IFRS requires the Management Board to make judgments, estimates and assumptions, which influence the accounting principles applied, as well as the value of assets, liabilities, revenues and expenses. The estimates and the associated assumptions are based on factors, which are considered to be reliable under the given circumstances, and their results provide a basis for judgment on balance sheet value of assets and liabilities, which is not based directly on other sources. The real value may differ from the estimated values.

II. Basis of preparation of the financial The Management Board verifies the estimates and assumptions on an ongoing basis and records any changes in these in the period, in which they were made. The key judgments and estimates made by Management applied in the preparation of interim financial statements remained unchanged compared to the judgments and estimates applied in the consolidated financial statements ended December 31, 2020.

statements

17

2. Going concern assumption

The consolidated financial statements were prepared with the assumption of going concern in the foreseeable future. The Management Board of CI Games S.A. is of opinion that the Group is able to:

  • conduct its ongoing activity and settle its liabilities,
  • continue production of subsequent games titles.

3. Functional currency and presentation currency

Data in the consolidated financial statement and notes to the financial statement have been presented in thousands of zlotys, which is the presentation currency and the functional currency.

The balance sheet data has been converted using the average rate of exchange published by the President of the National Bank of Poland as of the date of presentation of the financial statements, which, as of the balance sheet date, amounted to:

  • as of 31/12/2020 4.6148 PLN/ EUR
  • as of 30/09/2021 4.6329 PLN/ EUR

Data in the profit and loss account and the cash flow statement has been converted to EUR according to the exchange rate determined as the arithmetic mean of exchange rates published by the President of the National Bank of Poland as of the last day of each month of the year:

  • for the three quarters of 2021 4.5585 PLN/ EUR
  • for the three quarters of 2020 4.4420 PLN/ EUR

4. Changes in the accounting principles and comparability of data presented in the financial statements

A description of material accounting principles applied by the Issuer can be found in the financial statement for the year ended on December 31, 2020, which was made public on April 19, 2021.

The Company has changed the presentation of its dividend capital totaling PLN 1,017,000 established in 2015 upon resolution nr 9/2015 of the Ordinary Shareholders Meeting held on 28.04.2015, which decided to allocate profits for 2014 financial year towards a dividend fund. As of 31.03.2020, the dividend capital was presented as Retained Earnings and as of 30.09.2021 is presented as a separate item as part of own equity.

5. New standards and interpretations

New standards, changes in the binding standards and interpretations, approved by the European Union ("EU"):

  • Changes with regard to references to Conceptual Framework in IFRS (applicable to annual periods starting on January 1, 2020 or thereafter).
  • Amendments to IAS 1 "Presentation of financial statements" and IAS 8 "Accounting policies, changes in accounting estimates and errors". The changes pertain to the definition of materiality (applicable to annual periods starting on January 1, 2020 or thereafter).
  • Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures – Interest Rate Benchmark Reform (effective for annual periods beginning on or after January 1st 2020)

  • Amendments to IFRS 3 "Business Combinations": the definition of a business (applicable to combinations, for which the takeover date falls on the beginning of the first annual period commencing on January 1, 2020 or thereafter and with reference to acquisition of assets on the date of commencement of this annual period or later).
  • Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions (effective for annual periods beginning on or after June 1st 2020);
  • Amendments to IFRS 4 Insurance Contracts, deferral of IFRS 9 Financial Instruments (effective for annual periods beginning on or after January 1st 2021).

New standards, amendments to existing standards and interpretations which have not been approved by the European Union:

  • IFRS 17 "Insurance contracts". The standard is applicable to annual periods starting on January 1, 2023 or thereafter.
  • IFRS 14 "Regulatory Deferral Accounts the European Commission has decided not to commence the process of approval of this provisional standard to be used within the territory of the European Union until the date of publication of the final version of the proper full standard IFRS 14.
  • Amendments to IFRS 10 "Consolidated financial statements" and IAS 28 "Investments in Associates and Joint Ventures" – Sales or contribution of assets between an investor and their associate or joint venture and subsequent amendments (the date of entry into force of these amendments has been postponed until completion of research work on the equity method).
  • IAS 1 Presentation of Financial Statements: classification of liabilities as current or non-current and classification of liabilities as current or non-current – deferral of effective date (effective for annual periods beginning on or after January 1st 2023)
  • Amendments to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, amendments to various standards as part of IFRS Annual Improvements cycle 2018−2020 (effective for annual periods beginning on or after January 1st 2022),
  • Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases – Interest Rate Benchmark Reform – Phase 2 (effective for annual periods beginning on or after January 1st 2021).
  • The dates of entry into force, indicated above, are based on the content of standards announced by the Council for International Financial Reporting. The dates of entry into force of standards in the European Union may differ from dates of entry into force based on the content of the standards and are announced as the standard has been approved for application by the European Union. The Group has decided not to introduce early any of the standards, interpretations or amendments, listed above, which have been published but have not come into force. According to estimates of the Company, the standards, interpretations and amendments to standards listed above shall have no significant impact upon the financial statements of the Company and the Group.

6. Audit performed by statutory auditor

These quarterly consolidated and individual financial statements along with the selected components were not audited nor reviewed by an independent statutory auditor.

III. gNotes to the financial statements for the period from 1 January to 30 September 2021

1. Consolidated quarterly results

1Q 2021 2Q 2021 3Q 2021 9M 2021
PLN'000 PLN'000 PLN'000 PLN'000
Net revenue from sales 9,521 39,703 32,658 81,882
Production costs (4,884) (15,484) (11,763) (32,131)
Profit on sales 4,637 24,219 20,895 49,751
Selling costs (1,412) (7,651) (4,233) (13,296)
General and administrative costs (1,572) (1,746) (2,131) (5,449)
Other operating costs and income 852 (11) (488) 353
Operating proift 2,505 14,811 14,043 31,359
EBITDA 6,296 23,263 19,310 48,869
Finance income and costs 972 (650) 1,903 2,225
Profit before tax 3,477 14,161 15,946 33,584
Tax (744) (3,312) (2,309) (6,365)
Net income 2,733 10,849 13,637 27,219
Sales profitability 48.7% 61.0% 64.0% 60.8%
EBIT margin 26.3% 37.3% 43.0% 38.3%
EBITDA margin 66.1% 58.6% 59.1% 59.7%
Gross margin 36.5% 35.7% 48.8% 41.0%
Net margin 28.7% 27.3% 41.8% 33.2%

Consolidated revenues amounted to PLN 32.7m in the third quarter 2021, with majority of sales (69%) generated by "SGWC 2". The new releases in the United Label portfolio contributed 17% to the quarterly sales.

Production costs consisted mainly of amortization of development work on "Sniper Ghost Warrior Contracts" and "Sniper Ghost Warrior Contracts 2" and games from the United Label portfolio. In addition to the cost of producing physical media as well as costs of production that were not included under development costs, a provision for production employees is also included in this cost. In September 2021, the Company fully amortized "SGWC".

In the third quarter 2021, operating profit reached PLN 14.0m (margin 43.0%), while EBITDA was PLN 19.3m (margin 59.1%).

The selling costs in the third quarter of 2021 amounted to PLN 4.2m and declined by PLN 3.4m compared to the previous quarter, as the majority of marketing expenses incurred at the release date of "SGWC 2". In the third quarter of 2021, selling costs included marketing costs of "Tails of Iron" and "Eldest Souls" releases.

General and administrative costs amounted to PLN 2.1m in the third quarter of 2021, which represents growth compared to the previous quarter. This is connected with the overall growth in employment in the Group and related costs.

The finance costs included mainly bank commissions and valuation of forward contracts, while the finance income included positive foreign exchange differences.

The Group recorded a significant growth in net profitability generating net profit of PLN 13.6m (41.8% net margin). This growth is attributable to sales results of "SGWC 2" and new release of "Tails of Iron" and "Eldest Souls", as well as declining marketing costs and deprecation of Polish currency.

2. Description of significant achievements or failures in the third quarter of 2021 including a list of key associated events

  • The key event in the first nine months of 2021 was the release of "Sniper Ghost Warrior Contracts 2" on 04.06.2021 on PlayStation 4, Xbox Series X/S, Xbox One and PC. The release of this game on PS5 was on 24.08.021. The Group expects that sales on all platforms would account for a significant part of the revenues of the Group in the following months.
  • In the third quarter of 2021, consolidated net revenues from sale of "Sniper Ghost Warrior Contracts 2" from the release date (i.e. 04.06.2021) exceeded its production and publishing costs including capex, marketing, COGS, license fees related to the engine. Consequently, the game "SGWC 2" achieved its return on investment in the second month from the release date.
  • On 29.07.2021, the pixel art boss-rush title, "Eldest Souls" (a game from United Label S.A. portfolio) was released on PS5, PS4, Xbox Series X/S, Xbox One, Nintendo Switch and PC. The title was very positively received by players (as of the report publishing date user score on Steam was 83%) and media scoring 8s and 9s with many leading outlets including IGN, Screen Rant and Tom's Guide, and became an instant hit among leading global influencers.
  • Action-adventure RPG, "Tails of Iron", was released on PS5, PS4, Xbox Series X|S, Xbox One, Nintendo Switch and PC on 17 September 2021.
  • CI Games Group has significantly increased its headcount in the first half of 2021. As of 30.09.2021,the Group employed 156 people, 125 of which work in game production: 62 persons work in the production of "Lords of the Fallen 2", 47 persons are involved in the production of the "Sniper Ghost Warrior" series, and 16 persons make up the QA team.
  • United Label S.A. signed a new contract with a developer Odd Bug Studio on 27.07.2021. The developer's team from Manchester is responsible for the production of the largest title from United Label's S.A. portfolio – "Tails of Iron".
  • On 17.08.2021, CI Games S.A. made a decision to initiate a review of strategic options for the Company. The purpose of the review of strategic options is to select the most favorable way of achieving the Company's longterm goal which is Company development based on the existing strategy of maximizing the value for current and future shareholders. In the course of the review of strategic options, the Company's Managing Board will take into consideration various options, including gaining a strategic sector investor. In connection with the above, 17.08.2021 the Company's Managing Board signed an agreement with an advisor Drake Star Securities LLC which supports the Company in the process of reviewing strategic options, including in particular in the negotiations and selection of a strategic sector investor. As of the date of this report, no decisions were made relating to selection of a specific option and furthermore, there is no certainty whether and when any such decision will be made in the future.

  • On 15.10.2021, the Company concluded an agreement with BatFields s.r.o. for development of the game in the survival genre. In accordance with the provisions of the agreement, the development of the game will be made by Batfields s.r.o. in co-operation with the Company and its internal team, that will include key employees responsible for the game, particularly creative and artistic directors, technical director and project leaders. Pursuant to the provision of the agreement the copyrights to the Game will be owned by the Company. The development of the game will be based on the engine Unreal Engine 5 and the game will be release on PC and latest console generation.
  • On 20.10.2021, industry expert, Sam Sadeghi, joined the company in a newly formed role, VP of Global Sales. With over thirteen years of experience within gaming sales, Sam Sadeghi started his career at SEGA as part of their export team. He further worked in high-level sales positions at Ubisoft and Red Entertainment, where he managed distribution of the Activision Blizzard account, helping launch Overwatch and Call of Duty, amongst other IPs. Sam joined the CI Games team from a sales position at SEGA, where he helped drive both the digital and physical sales across their vast catalogue, including many of their recent successes.

3. Description of factors and events, particularly unusual, which have impact on the financial results achieved

Between January 1st and September 30th, 2021, no extraordinary events took place, which would exert impact on the Group's financial results achieved. The key events having impact on the Group's financial results was the release of the "Sniper Ghost Warrior Contracts 2" game and two releases of the games from United Label portfolios - described in the point above.

The Management Board of the Company is of opinion that the announced state of COVID-19 epidemic does not constitute an event, which would enforce adjustments to the consolidated and unconsolidated financial statements for the nine quarters of 2021. The Management Board is monitoring the situation on an ongoing basis and will take all possible steps to mitigate any negative consequences for the Group related to the ongoing epidemic.

4. Explanations concerning the seasonal or cyclical nature of the Company's business

Due to different sources of revenue and the specific nature of the video games industry, CI Games Group is characterized by variability of its revenues in the course of the financial year determined primarily by the release of new products.

The production cycle of a single game developed by the Company typically ranges from 12 to 36 months. With the simultaneous development of two games, their release dates are subject to significant, uneven cyclicality. Thus, the Company's publishing cycle, as part of which it sets the release dates of new games, is characterized by irregularity. The Company is timing the release dates of its games in order to select the most advantageous competitive environment, taking into consideration known publishing plans of competing entities so that the release generates the most measurable financial benefits. h

Consequently, it is typical for game developers across the entire video games industry to record significantly higher revenues in the period directly following the release of a new game, followed by a natural decline in revenues in the following months. This obviously accounts for the effect of strong seasonality and cyclicality of business activities, wellrecognized by the video games industry world-wide.

5. Information about operational segments

The basic segments of Group's activity are the production and sales of own games and publishing activity commenced in the second half of year 2018. Due to the fact that in 2019 - 2020 and in the nine months of 2021, the materiality levels were not met in accordance with IFRS 8, i.e. (i) revenues from the operational segment did not exceed 10% of joint revenues, including external clients and transfers between the segments, (ii) financial result of the segment, expressed in absolute values, did not account for at least 10% of sum of absolute results of all segments which posted no losses or the combined loss all operational segments which recorded losses, (iii) assets of the segment did not account for 10% or more of total assets of all operational segments; therefore the Group did not present results related to the publishing segment.

6. Information concerning the amount and type of items influencing the assets, liabilities, equity, net result or cash flows, which are unusual due to their nature, value or frequency

As of the date of this report, no amounts were recorded, which would be unusual due to their nature, value or frequency.

7. Information on inventory impairment losses on inventories to bring the value of inventory to their recoverable net value and reversal of such losses

As of 30.09.2021 the impairment loss on inventories amounted to PLN 720 thousand (increase by PLN 500 thousand compared to the balance as of December 31, 2020).

8. Information on impairment losses on financial assets, property, plant and equipment, intangible assets and other assets and reversal of such losses

As of 30.09.2021, the impairment loss on receivables amounted to PLN 255 thousand (no change compared to the balance as of December 31, 2020).

As of 30.09.2021, there were no impairment losses on financial assets, property, plant and equipment, intangible assets and no reversals of such write-offs.

9. Financial instruments

Based on the fair value measurement methods applied, the Group classifies its individual financial assets and liabilities according to the following levels (fair value hierarchy):

Level 1: Financial assets and liabilities whose fair values are measured directly on the basis of quoted prices (used without adjustment) from active markets for identical assets or liabilities.

Level 2: Financial assets and liabilities whose fair values are measured using measurement models when all significant input data is observable on the market either directly (unadjusted market prices) or indirectly (data based on market prices).

Level 3: Financial assets and liabilities whose fair values are measured using measurement models when the input data is not based on observable market data (unobservable input data).

as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
Forward contracts - USD (106) 206 - -

Dominant entity uses currency forward contracts to hedge against foreign currency changes. These instruments are classified as financial assets measured at fair value through profit or loss (Level 2 in the fair value hierarchy).

10. Information about changes in the provisions

MOVEMENTS IN PROVISIONS Unused holidays provision Other provisions
PLN'000 PLN'000
Balance as of 01.01.2021 103 759
Creation of the provision 203 4,978
Utilisation of the provision 92 1,305
Release of the provision - -
Balance as of 30.09.2021 214 4,431

11. Income Tax

Income tax charges on the financial result consist of current tax and deferred tax (non-cash item):

  • A current tax charge is calculated on the basis of the tax result (taxation basis) for a given financial year. Tax profit (loss) differs from net accounting profit (loss) due to exclusion of revenues subject to taxation and expenses constituting costs of earning profit in the subsequent years and those revenue and expense items, which will never be subject to taxation. Tax charges are calculated on the basis of tax rates applicable in a given financial year. As of 30.09.2021 the current tax CIT amounted to PLN 3,180 thousand.
  • Deferred tax is calculated using the balance sheet method as tax to be paid or returned in the future on differences between the balance sheet value of assets and liabilities and the corresponding tax values used for calculation of taxation basis.

As of 30.09.2021 deferred tax of PLN 3,185 thousand comprised of the following items:

  • reduction (in the period from 01.01.2020 to 30.09.2021) of the deferred tax asset balance by the amount of PLN 1,684 thousand mainly due to utilization of tax losses from previous years; and
  • increase (in the period from 01.01.2020 to 30.09.2021) of the deferred tax provision balance by the amount of PLN 1,501 thousand, resulting mainly from the difference between the tax and book value of development works.
for the period from 1.01 for the period from 1.07 for the period from 1.01 for the period from 1.07
INCOME TAX to 30.09.2021 to 30.09.2021 to 30.09.2020 to 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
Gross profit (loss) 33,584 15,946 6,259 467
Current income tax (3,180) (3,169) (902) (803)
Deferred tax: (3,185) 860 (277) 676
Decrease/increase in the deferred tax asset (1,684) 343 (3,087) (71)
Decrease/increase the provision for deferred tax (1,501) 517 2,810 747
Total income tax (6,365) (2,309) (1,179) (127)
Net profit (loss) 27,219 13,637 5,080 340

Calculation of deferred tax assets and liabilities has been presented in the following point below.

12. Deferred tax asset and liability

Deferred tax assets are determined in the amount to be deducted in the future from income tax amount as a result of temporary exchange losses, which result in reduction of the income tax base in the future. The balance sheet value of the deferred income tax asset is verified on each balance sheet date and subject to writing off, if economic benefits to be achieved by the Company due to utilization of deferred tax assets are doubtful.

The deferred income tax provision is established on the basis of temporary exchange gains between the tax value of assets and liabilities and their balance sheet value in the financial statements.

as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
DEFERRED TAX PLN'000 PLN'000 PLN'000 PLN'000
Deferred tax assets
Opening value 3,229 2,306 5,949 5,949
Including assets compared to the financial result (3,229) (2,306) (5,949) (5,949)
Increases recognised in financial result 1,547 1,203 3,229 2,863
Cost provision 829 509 20 92
Receivables valuation allowances - - 48 -
Provision for returns 610 391 59 58
Exchange differences 51 13 108 2
Tax loss 22 266 2,994 2,711
Differece between balance sheet and tax value of rights to distribute - 22 - -
Difference between the balance sheet and tax value of tangible fixed assets 33 - - -
Other 2 2 - -
Decreases compared to the financial result (3,229) (2,306) (5,949) (5,949)
Closing value 1,547 1,203 3,229 2,863

Deferred tax provisions

Opening value 2,306 2,306 6,205 6,205
Including assets compared to the financial result 2,306 (2,306) (6,205) (6,205)
Increases compared to the financial result 3,807 4,323 2,306 3,395
Leasing - - 52 56
Revenues for current period invoices in the following period - 16 - -
Exchange differences 266 13 21 61
Accrued interest on the loan 59 9 24 -
Compensation - - 61 239
Difference between the balance-sheet and tax value of tangible fixed 4,244 2,148 3,011
assets and intangible assets 3,301
Forward valuation - 39 - -
Other 181 2 - 28
Decreases compared to the result (2,306) (2,306) (6,205) (6,205)
Closing value 3,807 4,323 2,306 3,395

13. Share capital of Dominant entity

As of 30.09.2021, share capital comprised of nine series of shares issued at the following terms:

VOLUME OF SHARES NOMINAL VALUE REGISTRATION
SHARE SERIES (PLN000)
A - ordinary bearer / paid 100,000,000 1,000 01.06.2007
B - ordinary bearer / paid 400,000 4 10.08.2008
C - ordinary bearer / paid 25,000,000 250 17.12.2008
D - ordinary bearer / paid 1,100,000 11 09.10.2009
E - ordinary bearer / paid 12,649,990 126 09.01.2014
G - ordinary bearer / paid 11,000,000 110 06.12.2016
F - ordinary bearer / paid 960,000 10 30.11.2017
H - ordinary bearer / paid 10,833,025 108 09.08.2019
I - ordinary bearer / paid 21,000,000 210 21.09.2020
TOTAL 182,943,015 1,829

14. Share premium account of the Dominant entity

SHARE SERIES NUMBER SURPLUS
B - ordinary bearer / paid 400,000 36
C - ordinary bearer / paid 25,000,000 22,250
D - ordinary bearer / paid 1,100,000 99
E - ordinary bearer / paid 12,649,990 11,259
G - ordinary bearer / paid 11,000,000 24,860
F - ordinary bearer / paid 960,000 663
H - ordinary bearer / paid 10,833,025 9,641
I - ordinary bearer / paid 21,000,000 24,990
TOTAL 82,943,015 93,798
Decrease due to costs of issue of series C (1,829)
Decrease due to costs of issue of series E (285)
Transfer to reserve capital (16,000)
Decrease due to costs of issue of series G (416)
Decrease due to costs of issue of series F (49)
Decrease due to costs of issue of series H (470)
Decrease due to costs of issue of series I (265)
Balance as of 30.09.2021 74,484

15. Information on material transactions to purchase or sell tangible assets

In the third quarter of 2021, there were no material transactions involving the purchase or sale of tangible assets.

16. Information on significant liabilities related to the purchase of tangible assets

As of the date of publishing this report, there were no significant liabilities related to the purchase of tangible assets.

17. Information on significant settlements due to court cases

In the third quarter of 2021, there were no significant settlements due to court cases.

18. Information on the failure to repay credits or loans or breaches of significant terms and conditions of any loan or credit agreements with regard to which no remedial action had been taken until the end of the reporting period

The Group did not have any bank loans as of 30.09.2021 r.

19. Information on changes in the classification of financial assets as a result of a change of the purpose or use of these assets

In the third quarter of 2021, no changes took place in classification of financial assets due to a change in the purpose or use of these assets.

20. Information on significant settlements due to court cases

As of the date of publication of this report, the Management Board of the Issuer has no information on any pending proceedings involving the Parent Entity or its subsidiaries, the value of which would (jointly or individually) represent at least 10% of equity of the Parent Entity.

In the Annual Report published on March 27, 2020, the Company has disclosed the initiation of court proceedings on October 17, 2019 against EP Retail sp. z o.o., EP Office 2 sp. z o.o., EP Office 1 sp. z o.o. and EP Apartments sp. z o.o. CI Games S.A. filed a suit at the District Court in Warsaw against these entities due to the unlawful drawing of funds from a bank guarantee, overpaid operating costs and overpaid rent. The total value of the object of litigation is PLN 881 thousands (EUR 180,000 and PLN 48,000). As of the report publication date, the case remains pending.

21. Information on changes in conditional liabilities or conditional assets that took place since the end of the financial year

As of 30.09.2021 the Company had the following contingent liabilities:

  • three forward contracts for sales of USD 0.9 million at an exchange rate of PLN/USD 3.9400 with an execution period October-December 2021;
  • two forward contracts for sales of USD 0.3 million at an exchange rate of PLN/USD 3.8910 with an execution period January -February 2022;
  • two forward contracts for sales of USD 0.3 million at an exchange rate of PLN/USD 3.9025 with an execution period January -February 2022.

22. Information on credit or loan sureties or warranties made by the Issuer or by any of its subsidiaries – in total, to a single entity or a subsidiary of this entity, if the total value of the existing sureties or warranties represents the equivalent of at least 10% of Company's equity

In the third quarter, neither the Company nor any of its subsidiaries granted any loans or credit sureties or warranties for the amount equivalent to at least 10% of the Company's equity.

23. Information on issue, redemption and repayment of non-equity and equity securities

In the third quarter of 2021, as well as until the date of publication of this report, no issue, redemption or repayment of non-equity and equity securities took place.

24. Information on contracts known to the Issuer, which may result in future changes in proportions of shares held by the existing stockholders and bondholders

In the point below, there is a description of the motivational program based on shares series J executed as series C subscription warrants. As the result of the implementation of this program, the proportion of the shareholding structure owned by current shareholders may change.

25. Information on employee share plan control system

On 22.06.2021, Ordinary General Meeting of the Company adopted resolution no. 19/1/2021 on the establishment of an incentive program addressed to key employees and contractors of CI Games Group, including Members of the Managing Board of CI Games S.A.

Pursuant to this resolution the Company and CI Games Group have adopted a new incentive program based on series J shares. Execution of this program is dependent on CI Games Group financial results, i.e. achievement by the Company and by CI Games Group of one of the following two specific targets, depending on whichever is reached first:

  • i) combined net profit of CI Games Group in the fiscal years 2021-2022 totaling PLN 40,000,000 (forty million zloty)
  • ii) combined net profit of CI Games Group in fiscal years 2021-2023 totaling PLN 65,000,000 (sixty five million zloty).

In the event one of these targets is achieved, entitled persons will be granted a total of no more than 13,720,726 (thirteen million seven hundred and twenty thousand seven hundred and twenty six) series C subscription warrants with the right to take up 13,720,726 (thirteen million seven hundred and twenty thousand seven hundred and twenty six) ordinary series J bearer shares. However, in the event where one of these targets is exceeded by every additional and consecutive PLN 5,000,000 (five million zloty), the number of warrants granted in connection with the execution of the related goal of the program will be increased by 0.5 percentage points, with the provision that such number may not exceed 7.5% of the total number of Company's shares upon the date of adoption of its incentive program, i.e. 22.06.2021. As a result of the execution of this incentive program, entitled persons serving as the Company's Management Board Members may be granted no more than 50% of the warrants, of which a maximum of 30% of all warrants may be granted to the Company's Chief Executive Officer.

The Company's Managing Board will designate persons, who will participate in the incentive program and with respect to Members of the Issuer's Managing Board, such persons will be designated by the Company's Supervisory Board. Shares issued as part of the incentive program will be taken up by entitled program participants upon execution of rights arising from subscription warrants series C. Subscription warrants will be taken up free of charge while J series shares will be taken up at an issuing price of PLN 1.26 per share. The issuing price has been set up as weighted average of the shares' price on the regulated market, on which the shares of the Company has been quoted in the first quarter of 2021 decreased by 10% i.e. PLN 1.26. Regulations of this incentive program were adopted by the Company's Ordinary General Meeting with the resolution no. 19/1/2021 dated 22.06.2021.

Pursuant to resolution no. 20/1/2021 of the Ordinary General Meeting of the Company dated 22.06.2021, the Company will issue series C subscription warrants which will entitle their holders to take up series J shares (at a rate of one warrant per one share), excluding in their entirety subscription rights of the Company's shareholders. Furthermore, pursuant to that resolution, it was adopted to conditionally raise the Company's initial capital for the purpose of the above incentive program. The Company's conditional initial capital totals PLN 137,207.26 (one hundred thirty seven thousand two hundred and seven zloty and twenty six grosze). Upon issuance and after being taken up by entitled persons, series J shares will be admitted into trading on a regulated market managed by the Warsaw Stock Exchange.

According to regulations of the incentive program, series J shares will be subject to a partial lockup so that (i) within 30 (thirty) days of taking up series J shares, each participant of the program will be able to dispose of no more than ⅓ of the shares taken up; (ii) over the next 30 (thirty) days from the end of the period referred to in letter i) above, each program participant will be able to dispose of the remaining shares, however, such number will not exceed ⅓ of the shares taken up by such person; (iii) over the next 30 (thirty) day period from the end of the period referred to in letter ii) above, program participant will be able to dispose of the remaining shares if part of the shares were already disposed of by the deadlines referred to above, or dispose of all shares taken up by such person unless part of the shares was disposed of within the deadlines indicated above.

The Company's Supervisory Board will develop financial support principles for entitled participants of the incentive program in order to facilitate their taking up shares as part of the program.

The incentive program referred to above was adopted for the years 2021–2024.

On 22.06.2021, the Company's Ordinary General Meeting, based on resolution no. 21/1/2021 on repealing the resolution no. 17/2015 of the Ordinary General Shareholders' Meeting of CI Games Spółka Akcyjna with the registered office in Warsaw, made on 28.04.2015 on the incentive plan, issue of subscription warrants, conditional increase of initial equity and the exclusion of pre-emptive rights of existing shareholders with respect to subscription warrants and shares issued as part of conditional increase of initial equity, as well as application for admission of shares issued as part of conditional increase of initial equity for trading on the regulated market and their dematerialisation and amendment of the Company's Articles of Association, following resolution no. 20/1/2021 of the Company's Ordinary General Meeting dated 22.06.2021, repealed in its entirety the above resolution no. 17/2015 of the Company's Ordinary General Meeting dated 28.04.2015. On that basis, the process of issuing ordinary series F shares as part of the Company's incentive plan adopted by the Company's General Meeting on 28.04.2015, has formally ended.

On 09.08.2021, the registry court of the Company recorded in the Register of Entrepreneurs of the National Court Register the changes to the Articles of Association of the Company in the scope adopted by resolution of the Ordinary General Meeting of the Company of 22th June 2021 as regards §10b of the Articles of Association relating to the conditional capital of the Company.

  1. Note on the impact of changes in the structure of the business entity, including as a result of merger of business entities, takeover or sale of entities which are part of the group, long-term investment, demerger, restructuring and cessation of operations

In the third quarter of year 2021, the structure of the CI Games Capital Group did not change.

27. Information on one or many transactions entered into by the Issuer or any of their subsidiaries with related entities, if these are significant individually or jointly and were concluded on non-market conditions, indicating their value

In the reporting period, neither the Parent Entity nor any of its subsidiaries entered into transactions on non-market or unusual terms and conditions or on conditions that would go beyond the ordinary course of operations of the enterprise with its related entities.

Significant transactions with related entities have been described in the Note 27 of the Consolidated Financial Statements Report ended 31.12.2020 prepared in accordance with IFRS.

28. Transactions with related parties

In the third quarter of the 2021, transactions were executed with related entities on the basis of market conditions, and in the opinion of the Management Board of the Company, they were typical and routine-based transactions.

TOTAL 31,897 11,911 45,450 30,970
CI Games Mediterranean Projects 20,598 224 15,609 20,598
CI Games Bucharest Studio SRL - 38 2,340 -
CI Games UK Limited 1,523 - 1,349 -
United Label S.A. 5,935 82 3,601 5,516
CI Games S.A. Sp. J. 1 1 - 191
Business Area Sp. z o.o. Sp.J. - 8 - 677
Business Area Sp. z o.o. - 1 - -
CI Games USA Inc. 3,840 11,557 22,551 3,988
Entity PLN'000 PLN'000 PLN'000 PLN'000
balances as of 30.09.2021 RECEIVABLES LIABILITIES
Transactions for the period from 01.01. to 30.09.2021 and and COSTS REVENUES

Transactions of the Parent Company with entities related personally to Mr. Marek Tymiński – the majority shareholder of CI Games S.A., who exerts direct or indirect control over the following entities:

Transactions for the period from 01.01. to 30.09.2021 and and COSTS RECEIVABLES LIABILITIES
balances as of 30.09.2021 REVENUES
Entity PLN'000 PLN'000 PLN'000 PLN'000
Premium Restaurants Sp. z o.o. - - - 9
Premium Food Restaurants S.A. - - 84 -
Fine Dining Sp. z o.o. - - 174 -
TOTAL - - 258 9

Transactions of the Issuer with entities related personally to Members of the Supervisory Board and Members of the Management Board of the Parent Entity:

Transactions for the period from 01.01. to 30.09.2021 and and
balances as of 30.09.2021
COSTS REVENUES RECEIVABLES LIABILITIES
Entity PLN'000 PLN'000 PLN'000 PLN'000
Marek Tymiński 45
GWW Grynhoff i Partnerzy Radcowie Prawni i Doradcy Podatkowi Spółka - - -
Partnerska 14 - - -
TOTAL 59 - - -
Information
or paid (or declared) dividends, in total and per share,
divided by ordinary and preferred shares
In the first half of 2021, the Parent Entity neither paid nor declared dividend payment.
The Ordinary General Meeting of Shareholders dated 22.06.2021 passed a resolution to allocate profit earned in 2020
in the amount of PLN 6,069,537.74 in the following way: amount of PLN 1,636,627.42 towards the loss in the previous
years and remaining amount to be allocated to supplementary capital.
Other information, which, in the opinion of the Management Board
of the Company, is material for the assessment of its employment,
assets, financial situation, financial result and any changes to the
above and information which is significant for the assessment of the
Company's to fulfil its obligations in the reporting period
In the third quarter of the year 2021, no events occurred, which would exert a negative impact on assessment of
capability of the Parent Entity and the Capital Group to settle their liabilities.
Spółka planuje finansować realizację gier z bieżących wpływów ze środków pozyskanych z emisji akcji serii I oraz
z działalności operacyjnej.
Opinion of the Management Board of the Company with regard to
capability of achieving the forecast results for the financial year, in
the context of results presented in the quarterly report in relation to
the forecast results
The Management Board has not published forecasts of the financial results of CI Games Capital Group nor CI Games S.A.
in 2021.
Events and factors that occurred after the date of the nine-month
financial statements not included in this report, which could
nonetheless exert material impact on the Company's future financial
results

29. Information or paid (or declared) dividends, in total and per share, divided by ordinary and preferred shares

30. Other information, which, in the opinion of the Management Board of the Company, is material for the assessment of its employment, assets, financial situation, financial result and any changes to the above and information which is significant for the assessment of the Company's to fulfil its obligations in the reporting period

31. Opinion of the Management Board of the Company with regard to capability of achieving the forecast results for the financial year, in the context of results presented in the quarterly report in relation to the forecast results

32. Events and factors that occurred after the date of the nine-month financial statements not included in this report, which could nonetheless exert material impact on the Company's future financial results

As of the date of preparation of these statements, no other significant events occurred, not recorded in the statements, which could exert significant impact on the Issuer's or the Group's future financial results.

33. Information about impact of pandemic COVID-19 on the financial statements of the Group

The impact of COVID-19 pandemic outbreak had no material impact on the Group's Financial Statement in the course of the reporting period.

The Company did not use public assistance as part of crisis mitigation and assistance programs prepared by the government of the Republic of Poland.

34. Events and factors which could impact the future financial results in the following or subsequent quarters

  • The release of "Sniper Ghost Warrior Contracts 2", which took place on 04.06.2021 on PlayStation 4, Xbox Series X/S, Xbox One platforms and PC and on 24.08.2021 on PlayStation 5-the sale of this game will have a key impact on the Group's financial results in the following months.
  • The "Eldest Souls" game had its release on 29.07.2021 and "Tails of Iron" was released on 17.09.2021. The three games are from United Label's portfolio and they would generate revenues from their sale in the fourth quarter of 2021.
  • The Group makes most of its revenue from sales in foreign currencies (mainly EUR and USD), and therefore currency exchange rates will impact the financial results of the Group in the future.

SELECTED FINANCIAL INFORMATION

Profit and Loss Accounts for the period from 1.01 for the period from 1.01
to 30.09.2021 to 30.09.2020
PLN'000 EUR'000 PLN'000 EUR'000
Net revenue from sales 74,481 16,339 34,082 7,673
Profit (loss) from operating activities 27,383 6,007 7,303 1,644
Gross profit (loss) 30,028 6,587 7,440 1,675
Net profit (loss) 24,348 5,341 6,009 1,353
Weighted average number of shares (in thousands) 182,943 182,943 162,709 162,709
Profit (loss) per ordinary share (PLN/share) 0.13 0.03 0.04 0.01
Statement of cash flow for the period from 1.01 for the period from 1.01
to 30.09.2020
PLN'000 to 30.09.2021
EUR'000
PLN'000 EUR'000
Net cash flows from operating activities 56,512 12,397 31,705 7,138
Net cash flows from investing activities (46,367) (10,172) (16,549) (3,726)
Net cash flows from financing activities (383) (84) 164 37
Net cash flows 9,762 2,141 15,320 3,449
Balance sheet as of 30.09.2021 as of 31.12.2020
PLN'000 EUR'000 PLN'000 EUR'000
Non-current assets 99,568 21,492 74,328 16,106
Current assets 71,648 15,465 36,906 7,997
Total assets 171,216 36,957 111,234 24,104
Equity 122,111 26,357 97,763 21,185
Initial capital 1,829 395 1,829 396
Liabilities 49,105 10,599 13,471 2,919
Non-current liabilities 7,887 1,702 8,173 1,771
Current liabilities 41,218 8,897 5,298 1,148
Total equity and liabilities 171,216 36,957 111,234 24,104

STATEMENT OF FINANCIAL CONDITIONS

ASSETS as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
A. Non-current assets 99,568 73,828 74,328 66,632
Property, plant and equipment 1,671 1,176 437 386
Intangible assets 67,788 49,074 52,175 52,975
Right-to-use asset 4,640 4,888 6,484 688
Shares in subsdiaries 4,516 4,516 4,516 4,516
Long term investmens 19,194 13,002 7,532 5,193
Deferred tax asset 1,759 1,172 3,184 2,874
B. Current assets 71,648 57,310 36,906 39,783
Inventory 2,814 2,362 1,576 2,137
Current investments 2,340 1,882 431 -
Advances granted 46 162 51 10
Trade receivables 35,566 41,402 15,543 13,243
Tax receivables - - 432 -
Cash and cash equivalents 25,003 7,565 15,658 19,595
Other current assets 5,879 3,937 3,215 4,798
Total assets 171,216 131,138 111,234 106,415
LIABILITIES & EQUITY as of 30.09.2021 as of 30.06.2021 as of 31.12.2020 as of 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
A. 122,111 115,109 97,763 97,704
Share capital 1,829 1,829 1,829 1,829
Share premium 74,484 74,484 74,484 74,486
Surplus capital 4,433 - - -
Reserve capital for the acquisition of shares 16,000 16,000 16,000 16,000
Dividend capital 1,017 1,017 1,017 1,017
Retained earnings 24,348 21,779 4,433 4,372
including profit for the period 24,348 17,346 6,070 6,009
B. LIABILITIES 49,105 16,029 13,471 8,711
Non-current liabilities 7,887 8,878 8,173 3,395
Finance lease liabilities 4,261 4,555 5,867 -
Deferred income tax provision 3,626 4,323 2,306 3,395
Current liabilities 41,218 7,151 5,298 5,316
Borrowings including credits, loans and other debt instruments - 1 33 351
Income tax liabilities 1,937 11 - 287
Trade liabilities 33,801 3,875 3,700 3,132
Finance lease liabilities 687 405 324 403
Other liabilities 427 271 246 214
Other current provisions 4,366 2,588 580 486
Deferred revenues - - 415 443
Total equity and liabilities 171,216 131,138 111,234 106,415

PROFIT AND LOSS ACCOUNT AND COMPREHENSIVE INCOME

(costs by function)

Statement of comprehensive income for the period from 1.01 for the period from 1.07 for the period from 1.01 for the period from 1.07
to 30.09.2021 to 30.09.2021 to 30.09.2020 to 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
Continuing operations
Net revenue from sales 74,481 26,809 34,082 7,617
Revenue from sale of products and services 74,481 26,809 34,082 7,617
Revenue from sale of goods and materials - - - -
Costs of products, goods and services sold (31,607) (11,403) (19,992) (4,706)
Manufacturing cost of products sold (31,607) (11,403) (19,992) (4,706)
Value of goods and materials sold - - - -
Gross profit (loss) on sales 42,874 15,406 14,090 2,911
Other operating revenues 925 26 232 87
Selling costs (10,863) (6,328) (2,621) (551)
General and administrative costs (4,971) (1,871) (3,865) (1,103)
Other operating expenses (582) (533) (533) (35)
Profit (loss) on operating activities 27,383 6,700 7,303 1,309
Financial revenues 2,824 2,048 455 (527)
Financial expenses (179) (107) (318) (50)
Profit (loss) before tax 30,028 8,641 7,440 732
Income tax (5,680) (1,639) (1,431) (260)
current tax due (2,934) (2,923) (902) (803)
deferred tax (2,746) 1,284 (529) 543
Profit (loss) on continuing operations 24,348 7,002 6,009 472
Discontinued operations - - - -
Loss from discontinued operations - - - -
Net profit (loss) 24,348 7,002 6,009 472
Total other comprehensive income, including:
Total income for the financial year 24,348 7,002 6,009 472
Net profit (loss) in thousands of PLN 24,348 7,002 6,009 472
Weighted average number of shares (in thousands) 182,943 182,943 162,709 164,226
Profit (loss) per ordinary share (in PLN) 0.13 0.04 0.04 0.00

CASH FLOW STATEMENT

(indirect method)

for the period from 1.01 for the period from 1.07 for the period from 1.01 for the period from 1.07
to 30.09.2021 to 30.09.2021 to 30.09.2020 to 30.09.2020
PLN'000 PLN'000 PLN'000 PLN'000
Cash flows from operating activities
Gross profit (loss) 30,028 8,641 7,440 732
Total adjustments 26,484 39,773 24,265 5,482
Depreciation 17,202 5,117 14,635 3,105
Impairment loss (reversal) - - 110 (1)
Profit (loss) on foreign exchange differerences 264 245 39 27
Interest (327) (160) 3 (12)
Comission on loans - - 201 2
Change in receivables (19,586) 5,836 8,668 1,685
Change in inventory and prepayments (1,233) (336) 844 207
Change in trade and other payables 30,280 30,082 (164) (395)
Change in employee benefit provisions and liabilities 3,786 1,788 170 (152)
Change in other current assets (2,490) (1,802) (75) 1,299
Tax paid (997) (997) (616) (616)
Deferred revenues (415) - 443 332
Other adjustments - - 7 1
Net cash flows from operating activities 56,512 48,414 31,705 6,214
Cash flows from investing activities
Repayment of loans granted 1,262 21 100 100
Cash outflows on acquisition of property, plant and equipment and intangible assets (1,275) (634) (181) (73)
Cash outflows on development works (32,076) (23,583) (13,837) (5,855)
Cash outflows on acquisition of financial assets - - (21) (21)
Cash outflows on loans granted (14,278) (6,370) (2,610) (162)
Net cash from investing activities (46,367) (30,566) (16,549) (6,011)
Cash flows from financing activities
Net proceeds from the issue of shares and other capital - 24,938 24,938
instruments
Incurrence of borrowings
- - 347 (18)
Repayment of borrowings (33) (1) (24,038) (12,461)
Repayment of finance lease liabilities (333) (43) (517) (163)
Interest (17) (1) (365) (103)
Other financial outflows - - (201) (2)
Net cash from financing activities (383) (45) 164 12,191
Total net cash flows 9,762 17,803 15,320 12,394
Exchange differences on cash 417 365 31 31
Balance sheet changes in cash and cash equivalents 9,345 17,438 15,289 12,363
Cash and cash equivalents at the beginning of the period 15,658 7,565 4,306 7,232
Cash and cash equivalents at the end of the period 25,003 25,003 19,595 19,595
including restricted cash - - -

CHANGES IN EQUITY

For the period from 01.01. to 30.09.2021 Share capital Share premium Surplus capital Reserve capital for buyback of
own shares
Other reserve capiatl Dividend capital Retained earnings Equity
PLN'000
As of 01.01.2021 1,829 74,484 - 16,000 - 1,017 4,433 97,763
As of 01.01.2021, upon coversation 1,829 74,484 - 16,000 - 1,017 4,433 97,763
CHANGES IN EQUITY
Profits and losses in the period - - - - - 24,348 24,348
Issue of shares - - - - - - -
- - 4,433 - - - (4,433) -
As of 30.09.2021 1,829 74,484 4,433 16,000 - 1,017 24,348 122,111
For the period from 01.01. to 31.12.2020
PLN'000
Share capital Share premium Surplus capital buyback of own shares
Reserve capital for
Other reserve capiatl Dividend capital Retained earnings Equity
As of 01.01.2020 1,619 49,759 - 16,000 - 1,017 (1,637) 66,758
As of 01.01.2020, upon coversation 1,619 49,759 - 16,000 - 1,017 (1,637) 66,758
CHANGES IN EQUITY
Profits and losses in the period - - - - - - 6,070 6,070
Issue of shares 210 24,725 - - - - - 24,935
As of 31.12.2020 1,829 74,484 - 16,000 - 1,017 4,433 97,763
For the period from 01.01. to 30.09.2020
PLN'000
Share capital Share premium Surplus capital buyback of own shares
Reserve capital for
Other reserve capiatl Dividend capital Retained earnings Equity
As of 01.01.2020 1,619 49,759 - 16,000 - 1,017 (1,637) 66,758
As of 01.01.2020, upon coversation 1,619 49,759 - 16,000 - 1,017 (1,637) 66,758
CHANGES IN EQUITY
Profits and losses in the period - - - - - - 6,009 6,009
Issue of shares 210 24,727 - - - - - 24,937
As of 30.09.2020 1,829 74,486 - 16,000 - 1,017 4,372 97,704

All the mid-year financial information essential for the assessment of the Issuer's assets and financial position were included in the abridged consolidated financial statement for September 30, 2021.

The following abridged mid-year financial statement of the Company, prepared as of September 30, 2021, should be read in conjunction with CI Games S.A. financial statement for December 31, 2020, published on 19.04.2021.

Approval of the quarterly Financial Statement

The following report and the quarterly financial report for the period from July 1 to September 30, 2021, have been signed and approved for release by CI Games S.A. Managing Board on November 22, 2021.

President of the Board Board Member TYMINSKI MAREK LECH - Y3251538L Elektronicznie podpisany przez TYMINSKI MAREK LECH - Y3251538L Data: 2021.11.22 08:16:16 +01'00'

Marek Tymiński Monika Rumianek

MONIKA RUMIAN EK Elektronicznie podpisany przez MONIKA RUMIANEK Data: 2021.11.22 08:16:38 +01'00'

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