Quarterly Report • Jan 17, 2020
Quarterly Report
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January 17, 2020

FROM APRIL 1, 2019 TO SEPTEMBER 30, 2019
Note to the reader: The English version of this report is a free translation from the original, which was prepared in French and is available on the company's corporate French website. In the event of any inconsistencies between the original language version of the document in French and this English translation, the French version will take precedence.
| 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019)3 |
|---|---|
| 2. | SEMI-ANNUAL ACTIVITY REPORT (SIX MONTHS ENDED SEPTEMBER 30, 2019) 26 |
| 3. | STATEMENT BY THE PERSON RESPONSIBLE FOR THE SEMI-ANNUAL FINANCIAL REPORT 35 |
| 4. | STATUTORY AUDITORS' REPORT ON THE 2019-2020 SEMI-ANNUAL FINANCIAL REPORT 36 |
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019)

French société anonyme (corporation) with capital of €2,561,092.60 Corporate headquarters: 25 rue Godot de Mauroy 75009 PARIS 341 699 106 RCS PARIS
(Six months ended September 30, 2019)
In this document, the terms "Atari" or the "Company" refer to Atari SA. The term "Group" refers to the group of companies formed by the Company and its consolidated subsidiaries. The term "Universal Registration Document" refers to Atari's universal registration document, filed with the AMF on November 9, 2019 under the number D19-0931.
| CONSOLIDATED INCOME STATEMENT 5 | |
|---|---|
| STATEMENT OF COMPREHENSIVE INCOME5 | |
| CONSOLIDATED BALANCE SHEET 6 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 7 | |
| STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY8 | |
| NOTE 1 - BASIS OF PREPARATION OF THE SEMI-ANNUAL REPORT9 | |
| NOTE 2 – HIGHLIGHTS OF THE PERIOD 13 | |
| NOTE 3 – INTANGIBLE FIXED ASSETS 14 | |
| NOTE 4 – FINANCIAL INSTRUMENTS 15 | |
| NOTE 5 – INVENTORIES 18 | |
| NOTE 6 – TRADE RECEIVABLES 18 | |
| NOTE 7 – SHAREHOLDERS' EQUITY 18 | |
| NOTE 8 – DEBT 21 | |
| NOTE 9 – OTHER CURRENT AND NON-CURRENT LIABILITIES 22 | |
| NOTE 10 – REVENUE FROM ORDINARY ACTIVITIES & SEGMENT INFORMATION 22 | |
| NOTE 11 – CURRENT OPERATING EXPENSES 22 | |
| NOTE 12 – OPERATING EXPENSES BY NATURE 23 | |
| NOTE 13 – NET FINANCIAL INCOME (EXPENSE) 24 | |
| NOTE 14 – INCOME TAX 24 | |
| NOTE 15 – PROVISIONS FOR RISKS & CHARGES AND CONTINGENT LIABILITIES 25 | |
| NOTE 16 – OFF–BALANCE SHEET COMMITMENTS 25 | |
| NOTE 17 – RELATED-PARTY TRANSACTIONS 25 | |
| NOTE 18 – SUBSEQUENT EVENTS 25 |
| (M€) | Sept 30, 2019 0 |
Sept 30, 2018 0 |
|
|---|---|---|---|
| Revenue | Note 10 | 10,7 | 10,8 |
| Cost of goods sold | (1,3) | (2,7) | |
| GROSS MARGIN | 9,4 | 8,1 | |
| Research and development expenses | Note 11 | (4,6) | (3,1) |
| Marketing and selling expenses | Note 11 | (2,0) | (1,5) |
| General and administrative expenses | Note 11 | (2,1) | (1,7) |
| Other operating income (expense) | Note 11 | - | 0,5 |
| CURRENT OPERATING INCOME (LOSS) | 0,7 | 2,2 | |
| Other income (expense) | (0,0) | (0,2) | |
| OPERATING INCOME (LOSS) | 0,7 | 2,0 | |
| Cost of debt | Note 13 | (0,0) | (0,0) |
| Other financial income (expense) | Note 13 | (0,5) | 0,0 |
| Income tax | Note 14 | (0,0) | (0,2) |
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 0,1 | 1,8 | |
| Net income (loss) from discontinued operations | - | - | |
| NET INCOME (LOSS) FOR THE YEAR | 0,1 | 1,8 | |
| Group share | 0,1 | 1,8 | |
| Minority interests | (0,0) | (0,0) | |
| Basic earnings per share (in euro) | Note 1.5 | 0,001 | 0,007 |
| Diluted earnings per share (in euro) | Note 1.5 | 0,000 | 0,006 |
The notes are an integral part of the semi-annual financial statements.
| (M€) | Sept. 30, 2019 | Sept. 30, 2018 |
|---|---|---|
| CONSOLIDATED NET INCOME | 0,1 | 1,8 |
| Elements dirrectly incurred in net equity: | ||
| Translation adjustments | 0,9 | 0,3 |
| Financial assets valued at fair value through the other comprehensive income |
(0,2) | - |
| Other transactions | - | - |
| Total result directly recognised in equity | 0,7 | 0,3 |
| COMPREHENSIVE INCOME | 0,9 | 2,1 |
| Of which: Group | 0,9 | 2,1 |
| Of which: Minority interests | (0,0) | 0,0 |
| ASSETS (M€) | Sept 30, 2019 0 |
March 31, 2018 0 |
|
|---|---|---|---|
| Intangible assets | Note 3 | 16,1 | 13,5 |
| Property, plant and equipment | Note 1.2 | 2,5 | 0,0 |
| Non-current financial assets | Note 4 | 8,7 | 5,4 |
| Deferred tax assets | Note 14.2 | 2,0 | 2,0 |
| Non-current assets | 29,3 | 20,9 | |
| Inventories | Note 5 | 0,1 | 0,2 |
| Trade receivables | Note 6 | 5,7 | 3,0 |
| Current tax assets | 0,0 | 0,0 | |
| Other current assets | 0 | 0,5 | 0,7 |
| Cash and cash equivalents | Note 8 | 3,4 | 8,5 |
| Assets held for sale | - | - | |
| Current assets | 9,8 | 12,4 | |
| Total assets | 39,1 | 33,3 |
| EQUITY & LIABILITIES (M€) | Sept 30, 2019 | March 31, 2018 | |
|---|---|---|---|
| Capital stock | 2,6 | 2,6 | |
| Share premium | 8,0 | 8,0 | |
| Consolidated reserves | 12,7 | 9,0 | |
| Net income (loss) Group share | 0,1 | 2,7 | |
| Shareholders' equity | Note 7 | 23,4 | 22,3 |
| Minority interests | (0,0) | (0,0) | |
| Total equity | 23,3 | 22,2 | |
| Provisions for non-current contingencies and losses | Note 16 | 0,7 | 0,7 |
| Non-current financial liabilities | Note 8 | 3,2 | 0,6 |
| Deferred tax liabilities | - | - | |
| Other non-current liabilities | Note 9 | 0,1 | 0,2 |
| Non-current liabilities | 3,9 | 1,4 | |
| Provisions for current contingencies and losses | Note 16 | 0,1 | 0,1 |
| Current financial liabilities | Notes 8&9 | 1,0 | 0,1 |
| Trade payables | Note 9 | 6,7 | 5,3 |
| Current tax liabilities | - | - | |
| Other current liabilities | Note 9 | 4,1 | 4,3 |
| Current liabilities | 11,9 | 9,7 | |
| Total equity and liabilities | 39,1 | 33,3 |
The notes are an integral part of the semi-annual financial statements.
| (M€) | Sept 30 , 2019 | March 31, 2019 |
|---|---|---|
| Net income (loss) for the year | 0,1 | 2,7 |
| Non cash expenses and revenue | - | - |
| Charges to (reversals of) depreciation, amortization and provisions for non current assets |
2,9 | 4,1 |
| Cost of (revenue from) stock options and related benefits | 0,5 | 0,8 |
| Losses (gains) on disposals | - | 0,2 |
| Others | (1,2) | (1,1) |
| Cost of debt | - | - |
| Income taxes (deferred and current) | 0,0 | (1,3) |
| CASH FLOW BEFORE NET COST OF DEBT AND TAXES | 2,4 | 5,4 |
| Income taxes paid | (0,0) | (0,1) |
| Changes in working capital | - | - |
| Inventories | 0,0 | 0,0 |
| Trade receivables | (1,8) | 0,6 |
| Trade payables | 1,4 | (0,4) |
| Other current assets and liabilities | (2,2) | (0,9) |
| NET CASH USED IN OPERATING ACTIVITIES | (0,2) | 4,6 |
| Purchases of / additions to : | ||
| Intangible assets | (4,8) | (7,1) |
| Property, Plant & equipment | (0,6) | - |
| Non current financials assets | (0,0) | (0,3) |
| Disposals / repayments of : | ||
| Intangible assets | - | - |
| Property, Plant & equipment | - | - |
| Non current financials assets | 0,0 | 0,2 |
| NET CASH USED IN INVESTING ACTIVITIES | (5,4) | (7,2) |
| Net funds raised from : | ||
| Share issues | - | 7,7 |
| Issue of Oceane bonds | - | - |
| Changes in treasury shares | - | 0,4 |
| Net funds disbursed for : | ||
| Interest and other financial charges | - | - |
| Debt repayment | - | - |
| Changes in treasury shares Changes in loans or other financial items |
(0,1) - |
0,0 |
| Other cash flows from financing activities | 0,3 | (0,2) |
| NET CASH PROVIDED (USED IN) BY FINANCING ACTIVITIES | 0,2 | 7,9 |
| Impact of changes in exchange rates | 0,3 | 0,1 |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (5,1) | 5,4 |
| (M€) | Sept 30 , 2019 | March 31, 2019 |
| Net opening cash balance | 8,5 | 3,1 |
| Net closing cash balance | 3,4 | 8,5 |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (5,1) | 5,4 |
| Net closing cash balance | ||
| Cash and cash equivalents | 3,4 | 8,5 |
Bank overdrafts (including current financial debts) - -
The change in consolidated shareholders' equity is as follows:
| (M€) | Capital | Share premium |
Treasury shares |
Consolidated reserves |
Cumulative translation adjustments |
Shareholders equity |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| At March 31, 2018 | 2,4 | 11,6 | (0,1) | 4,6 | (4,7) | 13,7 | 0,0 | 13,8 |
| IFRS 15 restatement | (1,1) | (1,1) | (1,1) | |||||
| At March 31, 2018 restated IFRS15 | 2,4 | 11,6 | (0,1) | 3,5 | (4,7) | 12,7 | 0,0 | 12,7 |
| Net income (loss) for the period | 2,7 | 2,7 | 0,0 | 2,7 | ||||
| Translation adjustments | 1,3 | 1,3 | - | 1,3 | ||||
| Other comprehensive income | (2,8) | (2,8) | (2,8) | |||||
| Comprehensive income | (0,1) | 1,3 | 1,2 | 0,0 | 1,2 | |||
| Retained earnings allocation | - | (10,9) | - | 10,9 | - | - | - | |
| Share issues | 0,1 | 7,3 | - | - | - | 7,5 | 7,5 | |
| Treasury shares transactions | - | - | 0,1 | 0,0 | - | 0,1 | - | 0,1 |
| Others changes | - | - | - | 0,8 | - | 0,8 | 0,8 | |
| At March 31, 2019 | 2,6 | 8,0 | (0,1) | 15,2 | (3,4) | 22,2 | 0,0 | 22,2 |
| IFRS 16 restatement | (0,1) | (0,1) | (0,1) | |||||
| At March 31, 2019 restated IFRS16 | 2,6 | 8,0 | (0,1) | 15,1 | (3,4) | 22,2 | 0,0 | 22,2 |
| Net income (loss) for the period | 0,1 | 0,1 | (0,0) | 0,1 | ||||
| Translation adjustments | 0,9 | 0,9 | - | 0,9 | ||||
| Other comprehensive income | (0,2) | (0,2) | (0,2) | |||||
| Comprehensive income | (0,0) | 0,9 | 0,9 | (0,0) | 0,9 | |||
| Treasury shares transactions | - | - | (0,1) | (0,1) | - | (0,2) | (0,2) | |
| Others changes | - | - | 0,5 | - | - | 0,5 | 0,5 | |
| At September 30, 2019 | 2,6 | 8,0 | 0,3 | 15,0 | (2,5) | 23,3 | 0,0 | 23,3 |
Atari (the "Company" or the "Group") is a French company whose securities are listed on the Euronext Paris market, compartment C (ISIN code: FR0010478248, ticker: ATA).
Atari (www.atari.com) is an interactive entertainment production company that manages an intellectual property portfolio focused on the Atari brand, Atari Classics games and licenses such as RollerCoaster Tycoon. The company has 4 main business lines: (i) video games ("Atari Games") make up the Group's DNA, which includes, by extension, the monetization of such games via multiple channels, multimedia production and licensing activities, (ii) the regulated online casino games within Atari Casino, a company dedicated to this business, (iii) the Group's new console Atari VCS, and (iv) Atari Partners, which covers investments in technology companies, primarily by licensing the Atari brand.
The Company's business model is based on directly or indirectly monetizing its rights, in the broadest possible sense. Direct monetization includes revenue earned from game played on mobile, PC, online, console, or multimedia platforms. Such direct monetization also includes the final sale of rights under a regular arbitrage policy concerning the Company's intellectual property portfolio. Indirect monetization covers licensing agreements granted to third parties, who are then responsible for manufacturing and producing products or applications in exchange for royalties paid to Atari, under multi-year contracts. In general, any transaction concerning such rights, whatever their legal nature, is considered part of the Company's current business activity and contributes to its revenue and/or current operating income.
The corporate headquarters of the Company are located at 25 rue Godot de Mauroy, 75009 Paris (France).
The condensed consolidated financial statements of the Group as of September 30, 2019 have been prepared:
In the case of condensed financial statements, they do not include all the information required by IFRS for annual financial statements. They must therefore be read in conjunction with the Group's consolidated financial statements for the year ended March 31, 2019, as presented in the universal registration document filed with the AMF on November 8, 2019 under number D19-0931.
For the first half of its financial year 2019/2020, the Atari Group has applied two new accounting standards IFRS 16 and IFRIC 23, which came into effect for financial years beginning after January 1, 2019.
▪ IFRS 16 – Leases : this standard eliminates the current distinction between operating leases and finance leases and requires for virtually all leases the recognition of an asset ("right-ofuse asset") and of a liability representing the discounted future lease payments. These changes are presented in more detail in note 1.2. Change in Methodology.
▪ IFRIC 23 – Uncertainty over Income Tax Treatments: this standard clarifies the application of the recognition and measurement provisions of IAS 12 "Income Taxes", when there is uncertainty over income tax treatments under that standard. The application of this standard had no impact on the effect of current or deferred taxes.
On April 1, 2019, the Group applied for the first time the standard IFRS 16 – Leases, which came into effect for financial years beginning after January 1, 2019.
The Group has elected to apply the simplified retrospective method by accounting for the cumulative effect of the initial application as an adjustment to the opening balance of shareholders' equity. As a consequence, figures from the previous financial years are presented according to the accounting methods applied previously, as presented in the consolidated financial statements for the financial year ended March 31, 2019.
The IFRS 16 standard eliminates the distinction between operating leases and finance leases that existed under IAS 17, introduces a single lessee accounting model and requires lessees to account for all leases on their balance sheet by recognizing: an asset represing the right to use the leased asset over the lease term; a liability corresponding to the present value of future payments. In the income statement, rental expense is replaced by depreciation of the right-of-use asset and interest on the lease liability. In the cash-flow statement, only interest expenses continue to impact cash-flows from operations, the depreciaton of the right-of-use asset is added back to cash-flows from operations, investing cash-flows are not affected while the repayment of the principal of the lease liability impacts the financing cash-flows.
The types of lease contracts of the Group are fairly standard. The impact of this new standard only applies to property lease contracts related to the Group's operations in Paris and New York.
The Group has opted to apply the exemptions provided for short duration lease contracts and those of low value. Lease contracts with a duration of less than or equal to 12 months, as well as those related to assets of low value are thus not being restated and the corresponding rental expenses continue to be recognized as an operating expense.
The discount rate used to calculate the lease liability is based on the Group's marginal borrowing rate. This rate is applied at the commencement of the lease or at the date of the decision to renew the lease.
The following table presents the adjustments recognized for each balance sheet item. Items that have not been affected by these normative changes have not been included therefore, subtotals and totals cannot be calculated from the figures provided. March 31, 2019 April 1, 2019 1st half FY 2020 Sept. 30, 2019
| Reported | IFRS 16 | IFRS 16 | Total | |
|---|---|---|---|---|
| Tangible assets gross value | 0,0 | 2,6 | 0,6 | 3,2 |
| Tangible assets amortization | (0,0) | (0,5) | (0,2) | (0,7) |
| Tangible assets | 0,0 | 2,1 | 0,4 | 2,5 |
| TOTAL ASSETS | 33,3 | 2,1 | 0,4 | 35,8 |
| March 31, 2019 | April 1, 2019 | 1st half FY 2020 |
Sept. 30, 2019 | |
| Reported | IFRS 16 | IFRS 16 | Total | |
| Consolidated reserves | 9,0 | (0,1) | (0,0) | 8,9 |
| Net Income | - | - | (0,0) | (0,0) |
| Total equity | 22,2 | (0,1) | (0,0) | 22,2 |
| Non current financial liabilities | 0,6 | 1,8 | 0,5 | 2,9 |
| Non Current liabilities | 1,4 | 1,8 | 0,5 | 3,7 |
| Current financial liabilities | 0,1 | 0,3 | 0,0 | 0,4 |
| Current liabilities | 9,7 | 0,3 | 0,0 | 10,0 |
| TOTAL EQUITY & LIABILITIES |
33,3 | 2,1 | 0,4 | 35,8 |
All companies in which the Group exercises control, that is, in which it has the power to govern their financial and operating policies in order to obtain benefits from their activities, are fully consolidated.
The Group does not include any special-purpose entity.
During the first half of 2019, one subsidiary has been established for the Atari Casino activity: Atari RDC, SARL in the Democratic Republic of Congo.
As of September 30, 2019, 20 entities are consolidated compared to 15 as of September 30, 2018. All the Group companies are fully consolidated.
| Company | Fiscal | % control Country |
% interest | |||
|---|---|---|---|---|---|---|
| year end | 30/09/2019 30/09/2018 30/09/2019 30/09/2018 | |||||
| Active subsidiairies | ||||||
| Atari Partners S.A.S. | March 31 | France | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari US Holdings Inc. | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Inc. | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Interactive Inc | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atatri Studios Inc | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Games Corp | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| AITD Productions LLC | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Cubed Productions LLC | March 31 | USA | 90,72 | 90,72 | 90,72 | 90,72 |
| RCTO Productions LLC | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Connect LLC | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Casino LLC | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari VCS LLC | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Game Partners Corp | March 31 | USA | 100,00 | 100,00 | 100,00 | 100,00 |
| Atari Entertainment Africa Ltd | March 31 | Mauritius | 100,00 | 100,00 | ||
| Atari Gaming Ltd | March 31 | Kenya | 99,90 | 99,90 | ||
| Atari Liberia Inc | March 31 | Liberia | 100,00 | 100,00 | ||
| Atari RDC SARL | March 31 | RDC | 100,00 | 100,00 | ||
| Inactive and undergoing liquidation | ||||||
| Atari Japan KK | March 31 | Japan | 100,00 | 100,00 | 100,00 | 100,00 |
| Infogrames Entertainment GmbH | March 31 | Deutchland | 100,00 | 100,00 | 100,00 | 100,00 |
| Infogrames Interactive Gmbh | March 31 | Deutchland | 100,00 | 100,00 | 100,00 | 100,00 |
In recent years, the Group has significantly improved its financial position. Since the 2012/2013 financial year, the Group has implemented a program for massive deleveraging and replenishment of equity. As of September 30, 2019, the net cash position (cash available less debt outstanding) is positive ; in other terms, cash available exceeds the amount of debt still to be redeemed. Furthermore, shareholder's equity is positive. Thus:
Cash and cash equivalents amount to 3.4 M€ and gross financial debt amounts to 3.2 M€, excluding the Legalist debt, which will not lead to a cash outflow. This financial debt mainly consists of the financial liabilities from lease contracts (IFRS 16) of 2.5 M€ and of the 2003-2020 Océane Bonds, which were restructured and mature in April 2020 for an amount of 0.6 M€.
The Company has carried out a specific review of its liquidity risk and considers that it is in a position to meet its future payments. It is relying on forecasts linked to its operating activities, games, licensing, casino and VCS, and, in the event of delays, on other options that are being evaluated. The first half of the financial year has been marked by a stronger seasonality of the investments made, including due to the timetable of the Atari VCS launch.
Preparing the consolidated financial statements in accordance with the rules of IFRS requires the Group to make a certain number of estimates and to adopt certain assumptions that it considers reasonable and realistic. These estimates and assumptions affect the amount of assets and liabilities, shareholders' equity, profits, and the amount of contingent assets and liabilities, as presented as of the balance sheet date.
Estimates may be revised if the circumstances on which they were based change, or as a result of new information. Actual results may differ from these estimates and assumptions.
The estimates and assumptions prepared on the basis of the information available as of the balance sheet date, relate in particular to: valuations of non-current assets, recoverable amounts of deferred tax assets, provisions for risks and financial debts.
There are always inherent uncertainty in achieving objectives, the operating budget and the financing plan, and the non-realization of assumptions may have an impact on the valuation of the Group's assets and liabilities.
The Group presents basic earnings per share and diluted earnings per share.
Earnings per share correspond to the net income of the Group compared to the weighted average number of shares outstanding during the financial year, fewer treasury shares, if any.
| Weighted average number of shares outstanding: | 255 829 671 | |
|---|---|---|
| ▪ | Minus treasury shares : | -279 589 |
| ▪ | Number of shares as of September 30, 2019: | 256 109 260 |
Diluted earnings per share are calculated by dividing the net income of the Group by the weighted average number of common shares outstanding plus all potential dilutive common shares. Potential dilutive common stock include stock options or warrants, free shares and bonds convertible into shares and bonds repayable by shares issued by the Group.
| Number of shares used to calculate diluted earnings per share: 279 895 957 |
||||
|---|---|---|---|---|
| ▪ | Weighted average number of shares outstanding: | 255 829 671 | ||
| ▪ | Exercise of stock options Plan 23 : | + 6 914 691 | ||
| ▪ | Exercise of stock options Plan 24 : | + 5 597 478 | ||
| ▪ | Exercise of stock options Plan 25 : | + 8 755 000 | ||
| ▪ | Exercise of stock warrants: | + 2 799 117 | ||
| Weighted average number of shares outstanding plus potential dilutive shares: | 279 895 957 |
Highlights of the first half of the 2019/2020 financial year are:
On April 25, 2019, Atari announced that its shares would begin trading on the Nasdaq First North segment in Stockholm, the stock exchange segment for growth companies in Nordic countries. No new shares were issued as part of this listing. As part of this process, Atari completed a retail offering of Swedish depositary receipts reserved for individuals in Sweden, Norway, Denmark, and Finland. The conditions, particularly a minimum float requirement, were met, and the listing began on April 25, 2019.
The company relocated its headquarters to 25 rue Godot de Mauroy 75009 Paris and entered into a new renewable nine-year lease that took effect on May 1, 2019. The annual rent including charges is about €69K.
The Group entered into exclusive distribution agreements for the Atari VCS and launched the official pre-order campaign on Walmart.com and GameStop.com in the United States. These agreements include exclusive limited editions for these distributors with deliveries expected to begin in the United States in March 2020.
Atari has entered into a partnership with Antstream Arcade, a streaming platform for retro games. Through an exclusive Antstream Arcade Atari VCS app this partnership will offer access to a streaming library of over 2,000 officially licensed retro games as well as to the library of classic Atari games in enhanced edition formats.
Atari Interactive has concluded an agreement with Legalist, where the latter has agreed to pay 0.9 M€ to Atari Interactive in exchange for a share of future profits to be received by Atari in its ongoing copyright infringement lawsuits. This amount, which is not recoverable from the Group even in the event of an adverse outcome of these lawsuits, is considered as a financial asset in application of IFRS 9 and has been recognized as a financial debt until the resolution of the lawsuits.
During the first semester ended September 30, 2019, the Group has developed its casino activities in Afric. The objective is to establish a platform, launch the first games and to leverage the acquired experience to later approach the European markets with a partner. The development thus covers:
High selectivity of projects. The Group continues to pursue its blockchain platform projects and 2 crypto-currency projects. The first project is the Atari Token (token for general use) Infinity Network Limited ("INL"): this project is being renegotiated due to the delays experienced by INL in its fundraising activities. The second project is the Pong Token (token for real-money casino games): the platform supporting the Pong Token has been finalized and the Atari Group is today technically and legally capable of issuing the Pong Token in certain countries. The test phase is starting in Q1 2020.
As of September 30, 2019, intangible fixed assets break down as follows:
| Gross value (M€) | Games | Audiovisual production |
Atari VCS | Licenses | Total |
|---|---|---|---|---|---|
| March 31, 2019 | 17,5 | 2,0 | 1,8 | 0,2 | 21,5 |
| Acquisitions | 3,5 | 0,1 | 1,9 | 5,5 | |
| Disposals / Retirements | - | ||||
| Translation adjustments | |||||
| September 30, 2019 | 21,1 | 2,0 | 3,7 0,2 |
27,0 | |
| Amortization & provisions | Games | Audiovisual | Atari VCS | Licenses | Total |
| (M€) | production | ||||
| March 31, 2019 | (7,5) | (0,4) | - | (0,1) | (8,0) |
| Amortization / Provisions | (2,3) | (0,7) | (0,0) | (3,0) | |
| Disposals / Retirements | - | ||||
| Translation adjustments | - |
The net values break down as follows:
| Net value (M€) | Games | Audiovisual production |
Atari VCS | Licenses | Total |
|---|---|---|---|---|---|
| March 31, 2019 | 10,1 | 1,6 | 1,8 | 0,1 | 13,5 |
| September 30, 2019 | 11,3 | 1,0 | 3,7 | 0,1 | 16,1 |
At each closing, the Group assesses the future economic benefits it will receive from this asset by using the principles set out in IAS 36—Impairment of Assets. These assets are valued according to a minimum budget. If a deviation from this budget is noted, and depending of how significant this deviation is, the depreciation/amortization plan is accelerated or the asset is depreciated/amortized in full.
Game development costs are, in principle, amortized over 3 years on a straight-line basis from the marketing of the product; the engines, tools, and developments related to the information system are amortized over 5 years. For certain products that encounter difficulties at launch, depreciation/amortization over a shorter period is applied and the Group carries out an analysis of projected cash flows. At the close of the financial year, the residual net book value is compared with the future sales prospects to which the terms of the contract are applied. If those sales projections fall short, a provision for additional impairment is recognized accordingly.
Audiovisual productions are reviewed on a case-by-case basis, based on the unique features of each project, following specific rules for audiovisual productions. The amortization methods are pro-rata based on net revenues over the financial year. If the net value of a project turns out to exceed the projected net revenues, an additional impairment is recognized.
The same amortization principles shall be applied from the release date, based on an evaluation of the console's various components, which include hardware, engines, tools, and developments related to the information system, as well as the content developed for the console.
Licenses are rights acquired from third-party publishers.
At the end of the period, the residual net book value is compared with future sales projections to which the contract's conditions are applied. If those sales projections fall short, a provision for additional impairment is recognized accordingly.
Non-current financial assets break down as follows as of September 30, 2019:
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| Financial assets measured at fair value through OCI | 0,7 | 0,8 |
| Financial assets measured at fair value through profit & loss | 2,9 | 1,6 |
| Financial assets measured at amortized cost | 5,1 | 3,0 |
| Non-current financial assets | 8,7 | 5,4 |
The financial assets are initially measured at fair value plus any transaction costs directly related to the acquisition in the case of a financial asset not measured at fair value through profit or loss. Acquisition costs for financial assets measured at fair value through profit or loss are recorded through the profit and loss statement
The Group classifies its financial assets into the three following categories :
The classification depends on the business model of the entity holding the asset defined by the Group and the cash flow characteristics of the financial instruments.
Financial assets are measured at amortized cost when they are not designated as FVTPL, when they are held in order to collect the contractual cash flows, and their cash flows are solely payments of principal and interest ("SPPI" criterion).
This category comprises debt and equity instruments.
All financial assets that are not designated as measured at amortized cost or as fair value through OCI are measured as fair value through OCI. The net profit or loss, including interest or dividend income, is recognized as profit or loss.
They mainly consist of securities in LGBT Media and GMS ("Pariplay"). The Company also holds securities in the companies Kizzang and INL that have been fully depreciated.
• Infinity Network Limited ("INL") securities: In February 2018, Atari granted a license to INL for the development of a blockchain platform and an Atari Token. During the financial year 2018-2019, Atari and INL renegotiated the Atari Token brand license, raising Atari SA's stake to 30% for an investment of 295,000 US\$. The Atari Group does not exercise any notable influence on INL, which is still controlled by its founders in terms of both equity and the number of seats on the board. Furthermore, given the negotiations underway regarding the financing of the project, the informal timetable, and the range of possible outcomes, during the previous financial year the company decided not to assign any value to these shares until those discussions are complete. The Atari Token has experienced some delays, mainly as a result of the partner Infinity Network Limited ("INL") having to undertake fundraising activities, which are dependent on the health of the crypto-currency market.
They mainly consist of:
Non-current financial assets measured at amortized cost are primarily made up of:
As of September 30, 2019, inventory amounts to nearly 0.1 M€ and corresponds to the Speaker Hats in stock on that date. As of March 31, 2019, the amount of inventory was at a similar level.
As of September 30, 2019 and as of March 31, 2019, the balance of trade receivables corresponds to receivables from distributors, collected with a term of 30 to 60 days, as well as receivables relating to licenses with maturities greater than one year.
The item "Trade receivables", after deducting sales returns and other future trade discounts, breaks down as follows:
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| Trade receivables | 6,6 | 3,9 |
| Provisions for impairment in value | (0,9) | (0,9) |
| Trade receivables net value | 5,7 | 3,0 |
Receivables considered doubtful are subject to provisions for impairment determined according to their risk of non-recovery. The limited number of customers enables the Company to regularly review trade receivables. When a payment delay is noted, an analysis is carried out, notably concerning the age of the receivable, the customer's financial position, the possibility of negotiating a payment plan, guarantees received and possibly credit insurance to determine the recoverable amount. Any difference between the book value and the recoverable value is recognized under current operating income via an allowance for provisions. Impairment is considered final when the receivable itself is considered to be permanently irrecoverable and is then recognized as a loss. These analyses led to an impairment of 0.9 M€ being recognized, unchanged from the previous financial year, of which 0.5 M€ for two clients of the French subsidiary Atari Partners and 0.3 M€ for the client INL of Atari SA.
As of September 30, 2019, unchanged from March 31, 2019, shareholders' equity is made up of 256,109,260 fully paid-up common shares with a nominal value of €0.01 each.
All shares are of the same class and may be held, at the option of the holder, in the form of Identifiable Bearer Securities (Titres au Porteur Identifiable, TPI) or registered shares. Each share entitles the holder to one vote on each of the resolutions submitted to the shareholders. A double voting right is attached to all the existing paid-up shares held by the same shareholder for a minimum of two years, as well as to any shares subsequently acquired by the same shareholder through the exercise of the rights attached to these registered shares.
The table below shows the changes in equity over the period ended September 30, 2019:
| Equity as at March 31, 2019 (M€) | 22,2 |
|---|---|
| Restatement IFRS 16 | (0,1) |
| Equity as at March 31, 2019 restated IFRS 16 (M€) | 22,2 |
| Net income | 0,1 |
| Financial assets valued at fair value through other comprehensive income | (0,2) |
| Stock option expenses | 0,5 |
| Movement in treasury shares | (0,2) |
| Currency fluctuations | 0,9 |
| Equity as at September 30, 2019 (M€) | 23,3 |
The Company may grant stock options to its executives and senior management, as well as to other employees, for their contribution to the Group's performance. At the grant date, the exercise price of the fixed option shall be close to the price at which the Company's shares are exchanged. The options granted generally have a duration of eight years and a vesting period of between zero and three years.
As of September 30, 2019, three stock option plans are in effect:
As of September 30, 2019, the total number of shares for which existing options could be exercised represented, given the conversion ratios, 8.30% of the Company's share capital at that date. The main characteristics of all outstanding Atari stock options are summarized in the 3 tables below.
| Option plan in effect | Plan N°23-1 | Plan N°23-2 | Plan N°23-3 | Plan N°23-4 |
|---|---|---|---|---|
| Date of Shareholders' Meeting | September 30, 2014 | |||
| Date of Board of Directors Meeting | May 9, 2014 | June 29, 2015 | Jan. 4, 2016 | Jan. 27, 2016 |
| Number of Stock Options granted | 5 104 000 | 469 139 | 144 000 | 2 378 528 |
| Of which to the Top Executive Management and Board of Directors | 4 000 000 | 1 650 000 | ||
| Expiration date of stock option | Oct. 29, 2022 | August 31, 2023 | Jan. 3, 2024 | May 31, 2024 |
| Exercise price of stock options (in euros) (1) | 0,20 € | 0,20 € | 0,16 € | 0,17 € |
| Vesting of stock options granted | 1/3 per year | 1/3 per year | 1/3 per year | 1/3 per year |
| Stock options granted during FY 2014/2015 | 4 575 000 | - | - | - |
| Stock options granted during FY 2015/2016 | - | 469 139 | 144 000 | - |
| Stock options granted during FY 2016/2017 | - | - | - | 2 378 528 |
| Stock options cancelled during FY 2017/2018 | - | (36 139) | - | (33 000) |
| Stock options exercised during FY 2018/2019 | (392 308) | (210 059) | - | (72 349) |
| Stock options cancelled during FY 2018/2019 | (1 036) | (2 002) | - | (552) |
| Total number of stock options outstanding on Sept. 30,2019 | 4 181 657 | 220 939 | 144 000 | 2 272 627 |
(1) The exercise price of the options is determined based on the weighted average quoted price over the twenty trading sessions prior to the award of the options, with or without a discount.
| Option plan in effect | Plan N°24-1 | Plan N°24-2 | Plan N°24-3 |
|---|---|---|---|
| Date of Shareholders' Meeting | September 30, 2016 | ||
| Date of Board of Directors Meeting | July 12, 2017 | October 20, 2017 | January 15, 2018 |
| Number of Stock Options granted | 5 935 805 | 316 667 | 2 300 000 |
| Of which to the Top Executive Management and Board of Directors | 3 680 000 | ||
| Expiration date of stock option | July 11, 2025 | October 19, 2025 | January 14, 2026 |
| Exercise price of stock options (in euros) (1) | 0,280 € | 0,350 € | 0,458 € |
| Vesting of stock options granted | 1/3 per year | 1/3 per year | 1/3 per year |
| Stock options granted during FY 2017/2018 | 5 935 805 | 950 000 | 2 300 000 |
| Stock options cancelled during FY 2017/2018 | - | (633 333) | - |
| Stock options exercised during FY 2018/2019 | (318 147) | - | - |
| Stock options cancelled during FY 2018/2019 | (247 032) | (316 667) | (2 100 000) |
| Total number of stock options outstanding on Sept. 30,2019 | 5 370 626 | 0 | 200 000 |
(1) The exercise price of the options is determined based on the weighted average quoted price over the twenty trading sessions prior to the award of the options, with or without a discount.
| Option plan in effect | Plan N°25-1 | Plan N°25-2 | Plan N°25-3 |
|---|---|---|---|
| Date of Shareholders' Meeting | September 29, 2017 | ||
| Date of Board of Directors Meeting | July 16, 2018 | July 16, 2018 | |
| Number of Stock Options granted | 5 935 805 | 316 667 | 370 000 |
| Of which to the Top Executive Management and Board of Directors | 3 680 000 | ||
| Expiration date of stock option | July 31, 2026 | July 31, 2026 | January 17, 2027 |
| Exercise price of stock options (in euros) (1) | 0,280 € | 0,350 € | 0,270 € |
| Vesting of stock options granted | 1/3 per year | 1/3 per year | 1/3 per year |
| Stock options granted during FY 2018/2019 | 6 405 000 | 2 000 000 | 370 000 |
| Stock options cancelled during FY 2019/2020 | - | - | (20 000) |
| Total number of stock options outstanding on Sept. 30,2019 | 6 405 000 | 2 000 000 | 350 000 |
(1) The exercise price of the options is determined based on the weighted average quoted price over the twenty trading sessions prior to the award of the options, with or without a discount.
In accordance with the requirements of IFRS 2 "Share-based Payment", stock subscription or purchase options granted to employees are recognized in the consolidated accounts as they are acquired and in accordance with the following methods: the fair value of the options granted, estimated to be the fair value of the services rendered by the employees in consideration for the options received, are determined at the grant date. The fair value of the stock options is determined using the Black-Scholes model. This model makes it possible to take into account the characteristics of the plan (exercise price, exercise period), market data at the time of allocation (risk-free rate, stock price, volatility, expected dividends) and a behavioral assumption of the beneficiaries, such as whether they will exercise of the options before the end of the exercise period.
Subsequent changes in the fair value of the instrument are not considered
The expense recognized as of September 30, 2019 is 0.5 M€.
As part of the agreement reached with Alden on July 12, 2016, Atari had set up a loan of €2.0 million taken by Ker Ventures (holding controlled by Frédéric Chesnais) and €0.5 million taken out by Alexandre Zyngier, administrator. On July 7, 2016, the Board of Directors granted, as compensation in addition to the loaned sums, 4,117,647 stock warrants for Ker Ventures and 1,029,412 stock warrants for Alexandre Zyngier. These stock warrants (also known by their French acronym BSA, from bon de souscription d'actions) are exercisable at any time for 5 years with a non-discounted subscription price of €0.17. The fair value of the stock warrants is determined using the Black-Scholes model.
As of September 30 2019, taking into account this partial exercise of stock warrants, Ker Ventures still holds 1,731,057 warrants, with Alexandre Zyngier holding 1,029,412 warrants. The potential dilution of all the warrants would be 1.09% based on the capital as of September 30, 2019.
The Group's net cash position amounts to 0.2 M€ and breaks down as follows :
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| OCEANEs 2003-2020 | - | (0,6) |
| IFRS 16 : lease liabilities | (2,3) | |
| IFRS 9 : Legalist | (0,9) | |
| Non current | (3,2) | (0,6) |
| Commitments on financial instruments | (0,0) | (0,1) |
| OCEANEs 2003-2020 | (0,6) | - |
| IFRS 16 : lease liabilities | (0,3) | - |
| Current | (1,0) | (0,1) |
| Restatement Legalist debt non cash (1) | 0,9 | |
| Gross debt | (3,2) | (0,7) |
| Cash and equivalents | 3,4 | 8,5 |
| Net Cash (net debt) | 0,2 | 7,8 |
(1) Gross financial debt has been adjusted for the Legalist amount of 0.9 M€, recognized as financial debt in application of IFRS 9 but which remains non-recoverable from the Group
The gross financial debt consists of the debt from leases related to the application of IFRS 16 and of the Oceane 2003-2009 with a maturity date of April 1, 2020.
On December 23, 2003, the Company issued 16,487,489 bonds convertible into or exchangeable for new or existing shares (hereinafter, the "2003-2020 OCEANE Bonds") with a par value of €7, amounting to €124.30 million in principal.
On September 29, 2006, the General Meeting of the holders of 2003-2009 OCEANE Bonds amended these OCEANE bonds as follows:
Since April 1, 2009, the holders of 2003-2020 OCEANE Bonds no longer have a dilutive effect on the share capital of the Company. As of September 30, 2019, 82,906 2003-2020 OCEANE Bonds remain outstanding, maturing in full on April 1, 2020 at a unit price of 7.539 euros.
In September 2019, the Group has concluded an agreement with Legalist, where the latter has agreed to pay 0.9 M€ to Atari Interactive in exchange for a share of future profits to be received by Atari in its ongoing copyright infringement lawsuits. This amount, which has been recognized as a financial debt in application of IFRS 9, will be deducted from any potential proceeds of the lawsuits. Should the lawsuits be unsuccessful, the amount will not be recoverable from the Group under the terms of the agreement, for this reason it has been excluded from the gross financial debt in order to determine the net cash position.
Other liabilities break down as follows:
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| Other non-current liabilities | 0,1 | 0,2 |
| Other non-current liabilities | 0,1 | 0,2 |
| Current financial debt | 1,0 | 0,1 |
| Trade payables | 6,7 | 5,3 |
| Tax liabilities | - | - |
| Other | 4,1 | 4,3 |
| Other current liabilities | 11,8 | 9,6 |
As of September 30, 2019 the line « Other current liabilities » mainly includes the advances received from pre-orders of the Atari VCS amounting to 2.5 M€.
IFRS 8 defines an operating segment as a component of an entity:
Atari operates in one unique operating segment: The sale of multimedia products (equipment, games, content) at the intersection of entertainment and digital technology, aimed at monetizing the Atari brand and its portfolio of intellectual properties among consumers worldwide.
Atari's business is understood to be fully contained within a single operating segment representative of its cash-generating unit (CGU). Performance indicators regularly tracked by the chief operating decision maker ('CODM') are the Group's revenue and consolidated net income.
For the first half ended September 30, 2019, the Atari Group recorded revenue of 10.7 M€, compared to 10.8 M€ for the same half of the previous financial year. The evolution of the business activity mainly reflects a stronger seasonality of licensing revenues in the second half, allowing the Group in particular to favor content dedicated for the Atari VCS (launch in the last quarter of 2019-2020). The evolution also reflects more game releases in the second half than in the first half of the current financial year.
For comparison purposes with other industry peers, Atari is presenting its consolidated income statement by function.
Research and development costs amount to 4.6 M€ compared to 3.1 M€ in the same period of the previous financial year. Their increase, net of the amounts capitalized as current intangible assets, is a result of the relaunch of production and includes the resources mobilized for the development of the different business lines for the coming years.
Research and development costs break down as follows:
| (M€) | Sept 30, 2019 | Sept 30, 2018 |
|---|---|---|
| R&D expenditures | 6,2 | 5,0 |
| R&D capitalized | (4,3) | (3,2) |
| Amortization | 2,6 | 1,4 |
| Research and development expenses | 4,6 | 3,1 |
Marketing and selling expenses amounted to 2.0 M€ compared to 1.5 M€ in the same period of the previous financial year. Their evolution reflects the effort made for all Group activities.
General and administrative expenses increased by 0.4 M€as of September 30, 2019, reflecting the development of the activity and the strengthening of the teams.
Other operating income and expenses have not seen any movement as of September 30, 2019. As of September 30, 2018, the net amount of other operating income was +0.5 M€ and corresponded to the sale of 2 non-core franchises (Alone in the Dark and Act of War) to THQ Nordic.
The table below summarizes the nature of the current operating expenses in accordance with the information required by IAS 1.104:
| (M€) | Sept 30, 2019 | Sept 30, 2018 |
|---|---|---|
| Personnel costs (1) | (1,0) | (1,1) |
| Depreciation, amortization and provisions | (2,7) | (1,4) |
| Other income and expenses | (0,9) | (0,6) |
| Research and development expenses | (4,6) | (3,1) |
| Personnel costs (2) | (0,1) | (0,1) |
| Depreciation, amortization and provisions | - | - |
| Other income and expenses | (1,9) | (1,4) |
| Marketing and selling expenses | (2,0) | (1,5) |
| Personnel costs & Director fees (3) | (1,1) | (0,7) |
| Depreciation, amortization and provisions | (0,0) | (0,0) |
| Other income and expenses | (1,0) | (1,0) |
| General and administrative expenses | (2,1) | (1,7) |
| Personnel costs | - | - |
| Depreciation, amortization and provisions | - | 0,2 |
| Other income and expenses | - | 0,3 |
| Other operating income (expenses) | - | 0,5 |
(1) Of which 0.3 M€ related to the value of stock options
(2) Of which 0.0 M€ related to the value of stock options
(3) Of which 0.2 M€ related to the value of stock options
| (M€) | Sept 30, 2019 | Sept 30, 2018 |
|---|---|---|
| Interest on bond debt | - | - |
| Interest expenses on lease liabilities (IFRS 16) | - | |
| Other | 0,0 | (0,0) |
| Cost of debt | 0,0 | (0,0) |
| Foreign exchange result | 0,0 | 0,0 |
| Financial income | - | - |
| Financial expenses | (0,4) | - |
| Depreciation on non curent financial assets | (0,1) | - |
| Other financial income (expense) | (0,5) | 0,0 |
| Net financial income (expense) | (0,5) | (0,0) |
As of September 30, 2019, the cost of debt is 0.
For the first semester ended September 30, 2019, other financial expenses are non-recuring and mainly related to the secondary listing on the NASDAQ First North market in Stockholm and to an additional impairment of the Roam securities.
Given its results and deferred tax losses, the Group has recorded almost no tax expense during the semester.
As of September 30, 2019, the Group's deferrable tax losses amounted to around 732 M€ in France and close to 650 M\$ in the United States. In France, tax losses may be carried forward indefinitely. In the United States, losses incurred before January 1, 2018 can only be carried forward for 20 years, and as such, about 340 M\$ will expire at the end of the financial year 2019/2020.
In France, deferred tax assets on unrealized tax losses stand at 205 M€ as of September 30, 2019, subject to the usual restrictions on their use, or approximately €0.80 per existing share as of September 30, 2019, excluding treasury shares.
In the United States, deferred tax assets on unrealized tax losses stand at 136 M\$ as of September 30, 2019, subject to the usual restrictions on their use, or approximately \$0.53 per existing share as of September 30, 2019, excluding treasury shares.
As a result of the significant tax savings of the US entities, both during the financial year ended March 31, 2019 and during the previous financial year, which ended on March 31, 2018, the Group had recognized a deferred tax asset for the US entities as their recovery is likely over the validity period of the deferred tax assets. The forecast period chosen to determine the recovery window is a twoyear horizon. The Group has maintained the recognition of a 1.9 M\$ deferred tax asset for the US entities.
In France, the same two-year horizon is used to determine the amount of deferred tax assets for the French entities. These earnings forecasts are linked to (i) the management fee agreements in place with the US subsidiaries, (ii) the forecast activity of the French subsidiary Atari Europe, and (iii) the prospective license agreements that may be entered into in France. In view of these profit forecasts for the current and the next two financial years, the Group has maintained the recognition of a deferred tax asset of 0.3 M€. Deferred tax assets not recognized on other temporary differences are not material.
In the normal course of business, Group companies may be involved in a number of legal, arbitral, administrative and tax proceedings.
Changes in provisions for risks and charges are presented below.
| Provisions for contingencies and losses (M€) |
April 1, 2019 | Charges | Reversals | Sept. 30, 2019 |
|---|---|---|---|---|
| Pension liabilities | 0,0 | - | - | 0,0 |
| Provision for contingencies US | 0,6 | 0,0 | - | 0,7 |
| Provision for contingencies Europe | - | - | - | - |
| Non-current | 0,7 | 0,0 | - | 0,7 |
| Litigations | 0,1 | - | - | 0,1 |
| Other | 0,0 | - | (0,0) | 0,0 |
| Current | 0,1 | - | (0,0) | 0,1 |
| Total provisions | 0,7 | 0,0 | (0,0) | 0,7 |
During the period ended September 30, 2019, no significant movement has been registered in the provisions for contingencies and losses.
The provision for various contingencies in the United States, established during the previous financial year, is there to cover any potential uncertainties related to the utilization of the deferred tax assets in the United States. These arose from Atari's historic operations in the United States over the period from 1999 to 2016, and are used in the Group's US tax consolidation. All of the US companies are fiscally consolidated, with the perimeter being determined by tax advisors. The method for determining the fiscal perimeter has been unchanged since the final exit from the Chapter 11 proceedings in June 2014. Nonetheless, there is still a risk that the tax authorities could at some future point question the balance of tax losses or their past utilization, whether due to how the consolidation perimeter was determined, how the tax was calculated, and/or the amount of losses that can be utilized.
No security or guarantee has been granted to third parties.
Commitments received mainly consist of the commitment made by Infinity Networks Limited, pursuant to the blockchain license agreement, to pay to Atari SA, for the period 2019–2029, a minimum annual amount of between 0.5 M\$ and 1.0 M\$.
Between April 1, 2018 and the date of this Annual Financial Report, only one agreement was entered into:
▪ An interest-free loan over 2,500,000 Atari shares granted by Ker Ventures to Atari SA to facilitate the secondary listing on the NASDAQ First North exchange in Stockholm. This loan took effect of April 10, 2019, and was repaid in full on July 10, 2019.
None
Atari (the "Company" or the "Group") is a French company whose securities are listed on the Euronext Paris market, compartment C (ISIN code: FR0010478248, ticker: ATA).
Atari (www.atari.com) is an interactive entertainment production company that manages an intellectual property portfolio focused on the Atari brand, Atari Classics games and licenses such as RollerCoaster Tycoon. The company has 4 main business lines: (i) video games ("Atari Games") make up the Group's DNA, which includes, by extension, the monetization of such games via multiple channels, multimedia production and licensing activities, (ii) the regulated online casino games within Atari Casino, a company dedicated to this business, (iii) the Group's new console Atari VCS, and (iv) Atari Partners, which covers investments in technology companies, primarily by licensing the Atari brand.
The Company's business model is based on directly or indirectly monetizing its rights, in the broadest possible sense. Direct monetization includes revenue earned from game played on mobile, PC, online, console, or multimedia platforms. Such direct monetization also includes the final sale of rights under a regular arbitrage policy concerning the Company's intellectual property portfolio. Indirect monetization covers licensing agreements granted to third parties, who are then responsible for manufacturing and producing products or applications in exchange for royalties paid to Atari, under multi-year contracts. In general, any transaction concerning such rights, whatever their legal nature, is considered part of the Company's current business activity and contributes to its revenue and/or current operating income.
| (M€) | Sept. 30, 2019 | Sept. 30, 2018 | Variation | |||
|---|---|---|---|---|---|---|
| Revenue | 10,7 | 100% | 10,8 | 100% | (0,0) | -0,4% |
| Cost of goods sold | (1,3) | -12% | (2,7) | -25% | 1,4 | -51,1% |
| GROSS MARGIN | 9,4 | 87% | 8,1 | 75% | 1,3 | 16,5% |
| Research and development expenses | (4,6) | -42% | (3,1) | -29% | (1,4) | 45,7% |
| Marketing and selling expenses | (2,0) | -19% | (1,5) | -14% | (0,5) | 30,7% |
| General and administrative expenses | (2,1) | -20% | (1,7) | -16% | (0,4) | 25,8% |
| Other operating income (expenses) | - | 0 % | 0,5 | 5% | (0,5) | |
| CURRENT OPERATING INCOME (LOSS) | 0,7 | 7 % | 2,2 | 20% | (1,5) | -68,0% |
The strategy aims at the development of the game catalogue with a strong specialization on mobile platforms and simulation / strategy games ("Atari Games") and on real-money games ("Atari Casino"), the development of the Atari VCS ("Atari VCS") and of projects notably in the blockchain space ("Atari Partners"). The implementation of this strategy during the first half of the financial year has been coupled with the strengthening of the operational teams, with 22 employees at the end of the period, compared to 20 on September 30, 2018.
For the first half ended September 30, 2019, the Atari Group recorded revenues of 10.7 M€, compared to 10.8 M€ for the same half of the previous financial year. The evolution of the business activity mainly reflects a stronger seasonality of licensing revenues in the second half, allowing the Group in particular to favor content dedicated for the Atari VCS (launch in the last quarter of 2019-2020). The evolution also reflects more game releases in the second half than in the first half of the current financial year.
The gross margin level, at 87.7% of turnover during the period compared to 75.0% for the previous period, reflects the favorable evolution of the product mix, with the previous period having been marked by one-time sales of physical products.
The main expense items are in line with the expectations of the Group and reflect the efforts made to accelerate the Group's growth relying on its 4 business lines. The R&D expenses cover investments in the Atari and RollerCoaster Tycoon franchises, with a strong specialization on mobile platforms and simulation / strategy games. Marketing and selling expenses amounted to 2.0 million euros for the first half of the 2019-2020 financial year, reflecting an effort for all Group activities. General and administrative expenses increased by 0.4 M€ as of September 30, 2019, reflecting the development of the activity and the strengthening of the teams.
Other operating income and expenses have not seen any movement as of September 30, 2019. As of September 30, 2018, the net amount of other operating income was +0.5 M€ and corresponded to the sale of 2 non-core franchises (Alone in the Dark and Act of War) to THQ Nordic.
In this context, the Atari Group Atari generated a current operating profit of 0.7 M€ during the first half of 2019-2020, compared to 2.2 M€ in the first half of 2018-2019. Atari is counting on a stronger seasonality of its licensing activities and the launch of the Atari VCS in the second half to reach its objective of annual growth in profitability.
| (M€) | Sept. 30, 2019 Sept. 30, 2018 |
Variation | ||
|---|---|---|---|---|
| CURRENT OPERATING INCOME (LOSS) | 0,7 7 % |
2,2 20% |
(1,5) -68,0% |
|
| Other income (expense) | (0,0) 0 % |
(0,2) -2% |
0,2 | |
| OPERATING INCOME (LOSS) | 0,7 6,4% |
2,0 18,2% |
(1,3) -64,7% |
|
| Cost of debt | (0,0) -0,3% |
(0,0) -0,1% |
(0,0) | |
| Other financial income (expense) | (0,5) -4,5% |
0,0 0,1% |
(0,5) | |
| Income tax | (0,0) -0,4% |
(0,2) -1,8% |
0,1 | |
| NET INCOME (LOSS) | 0,1 1,2% |
1,8 16,4% |
(1,6) -92,6% |
|
| Minority interests | (0,0) 0,0% |
(0,0) 0,0% |
- | |
| NET INCOME GROUP SHARE | 0,1 1,2% |
1,8 16,4% |
(1,6) -92,6% |
As of September 30, 2019, and as of September 30, 2018, other operating income and expenses are not significant.
Operating income for the first half of 2019/2020 showed a profit of 0.7 M€, compared to a profit of 2.0 M€ in the first half of 2018/2019, representing a fall of 64.7%.
Other financial income and expenses are non-recurring costs and mainly related to the the secondary listing of the Atari shares on the NASDAQ First North market in Stockholm.
The Atari Group is utilizing its deferred tax losses and has not recorded any tax expense for the period.
The net result for the first half of 2019/2020 showed a profit of 0.1 M€ million euros, without any nonrecurring items, the result for the period ended September 30, 2018 showed a profit of 1.8 M€.
Atari operates in one unique operating segment: The sale of multimedia products (equipment, games, content) at the intersection of entertainment and digital technology, aimed at monetizing the Atari brand and its portfolio of intellectual properties among consumers worldwide.
Atari's business is understood to be fully contained within a single operating segment representative of its cash-generating unit (CGU). Performance indicators regularly tracked by the chief operating decision maker ('CODM') are the Group's revenue and consolidated net income.
| ASSETS (M€) | Sept 30, 2019 0 |
March 31, 2018 0 |
|---|---|---|
| Intangible assets | 16,1 | 13,5 |
| Property, plant and equipment | 2,5 | 0,0 |
| Non-current financial assets | 8,7 | 5,4 |
| Deferred tax assets | 2,0 | 2,0 |
| Non-current assets | 29,3 | 20,9 |
| Inventories | 0,1 | 0,2 |
| Trade receivables | 5,7 | 3,0 |
| Current tax assets | 0,0 | 0,0 |
| Other current assets | 0,5 | 0,7 |
| Cash and cash equivalents | 3,4 | 8,5 |
| Assets held for sale | - | - |
| Current assets | 9,8 | 12,4 |
| Total assets | 39,1 | 33,3 |
| EQUITY & LIABILITIES (M€) | Sept 30, 2019 | March 31, 2018 |
|---|---|---|
| Capital stock | 2,6 | 2,6 |
| Share premium | 8,0 | 8,0 |
| Consolidated reserves | 12,7 | 9,0 |
| Net income (loss) Group share | 0,1 | 2,7 |
| Shareholders' equity | 23,4 | 22,3 |
| Minority interests | (0,0) | (0,0) |
| Total equity | 23,3 | 22,2 |
| Provisions for non-current contingencies and losses | 0,7 | 0,7 |
| Non-current financial liabilities | 3,2 | 0,6 |
| Deferred tax liabilities | - | - |
| Other non-current liabilities | 0,1 | 0,2 |
| Non-current liabilities | 3,9 | 1,4 |
| Provisions for current contingencies and losses | 0,1 | 0,1 |
| Current financial liabilities | 1,0 | 0,1 |
| Trade payables | 6,7 | 5,3 |
| Current tax liabilities | - | - |
| Other current liabilities | 4,1 | 4,3 |
| Current liabilities | 11,9 | 9,7 |
| Total equity and liabilities | 39,1 | 33,3 |
On April 1, 2019, the Group applied for the first time the standard IFRS 16 – Leases, which came into effect for financial years beginning after January 1, 2019.
The Group has elected to apply the simplified retrospective method by accounting for the cumulative effect of the initial application as an adjustment to the opening balance of shareholders' equity. As a consequence, figures from the previous financial years are presented according to the accounting methods applied previously, as presented in the consolidated financial statements for the financial year ended March 31, 2019.
The IFRS 16 standard introduces a single accounting model for all leases on the lessee balance sheet, by recognizing: an asset representing the right to use the leased asset over the lease term; a liability corresponding to the present value of future payments. In the income statement, rental expense is replaced by depreciation of the right-of-use asset and interest on the lease liability.
The types of lease contracts of the Group are fairly standard. The impact of this new standard only applies to property lease contracts related to the Group's operations in Paris and New York.
The consolidated financial statements take into account the cumulative effect of the application of IFRS 16 as of April 1, 2019. Accordingly, the right of use related to the lease contracts has been recorded in "Property, plant and equipment" for 2.5 M€, and the lease liabilities related to the application of IFRS 16 are included in the items "Non-current financial liabilities" and "Current financial liabilities" for 2.3 M€ and 0.3 M€ respectively.
As of September 30, 2019, intangible fixed assets break down as follows:
| Gross value (M€) | Games | Audiovisual production |
Atari VCS | Licenses | Total |
|---|---|---|---|---|---|
| March 31, 2019 | 17,5 | 2,0 | 1,8 | 0,2 | 21,5 |
| Acquisitions | 3,5 | 0,1 | 1,9 | 5,5 | |
| Disposals / Retirements | - | ||||
| Translation adjustments | - | ||||
| September 30, 2019 | 21,1 | 2,0 | 3,7 | 0,2 | 27,0 |
| Games | Audiovisual production |
Atari VCS | Licenses | Total |
|---|---|---|---|---|
| (7,5) | (0,4) | - | (0,1) | (8,0) |
| (2,3) | (0,7) | (0,0) | (3,0) | |
| - | ||||
| - | ||||
| (9,8) | (1,0) | - | (0,1) | (10,9) |
| Net value (M€) | Games | Audiovisual production |
Atari VCS | Licenses | Total |
|---|---|---|---|---|---|
| March 31, 2019 | 10,1 | 1,6 | 1,8 | 0,1 | 13,5 |
| September 30, 2019 | 11,3 | 1,0 | 3,7 | 0,1 | 16,1 |
At the close of every financial year, the Group assesses the future economic benefits it will receive from these assets by using the principles set out in IAS 36—Impairment of Assets. These assets are valued according to a minimum budget. If a deviation from this budget is identified, and depending on how significant this deviation is, the amortization plan is accelerated, or the asset is impaired in full.
Licenses are rights acquired from third-party publishers.
Non-current financial assets break down as follows as of September 30, 2019:
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| Financial assets measured at fair value through OCI | 0,7 | 0,8 |
| Financial assets measured at fair value through profit & loss | 2,9 | 1,6 |
| Financial assets measured at amortized cost | 5,1 | 3,0 |
| Non-current financial assets | 8,7 | 5,4 |
Financial assets are initially measured at fair value plus any transaction costs directly related to the acquisition in the case of a financial asset not measured at fair value through profit or loss. Acquisition costs for financial assets measured at fair value through profit or loss are recognized in the income statement.
The table below shows the changes in equity over the period ended September 30, 2019:
| Equity as at March 31, 2019 (M€) | 22,2 |
|---|---|
| Restatement IFRS 16 | (0,1) |
| Equity as at March 31, 2019 restated IFRS 16 (M€) | 22,2 |
| Net income | 0,1 |
| Financial assets valued at fair value through other comprehensive income | (0,2) |
| Stock option expenses | 0,5 |
| Movement in treasury shares | (0,2) |
| Currency fluctuations | 0,9 |
| Equity as at September 30, 2019 (M€) | 23,3 |
As of September 30, 2019, the Group shows a positive net cash position of 0.2 M€. The net cash position breaks down as follows:
| (M€) | Sept 30, 2019 | March 31, 2019 |
|---|---|---|
| OCEANEs 2003-2020 | - | (0,6) |
| IFRS 16 : lease liabilities | (2,3) | |
| IFRS 9 : Legalist | (0,9) | |
| Non current | (3,2) | (0,6) |
| Commitments on financial instruments | (0,0) | (0,1) |
| OCEANEs 2003-2020 | (0,6) | - |
| IFRS 16 : lease liabilities | (0,3) | - |
| Current | (1,0) | (0,1) |
| Restatement Legalist debt non cash (1) | 0,9 | |
| Gross debt | (3,2) | (0,7) |
| Cash and equivalents | 3,4 | 8,5 |
| Net Cash (net debt) | 0,2 | 7,8 |
(1) Gross financial debt has been adjusted for the Legalist amount of 0.9 M€, recognized as financial debt in application of IFRS 9 but which remains non-recoverable from the Group
The gross financial debt consists of the debt from leases related to the application of IFRS 16 and of the Oceane 2003-2009 with a maturity date of April 1, 2020.
As of September 30, 2019, net cash position stood at +0.2 M€, compared to 7.8 M€ as of March 31, 2019.
The cash flow statements prepared by the Company for the six-month periods ended September 30, 2019 and September 30, 2018 are shown below:
| (M€) | Sept 30, 2019 | Sept 30, 2018 |
|---|---|---|
| Net cash (used)/generated in operating activities | (0,2) | 2,1 |
| of which continuing operations | (0,2) | 2,1 |
| Net cash (used)/generated in investing activities | (5,4) | (3,3) |
| of which continuing operations | (5,4) | (3,3) |
| of which intangible assets and fixed assets | (5,4) | (3,3) |
| Net cash provided (used in) by financing activities | 0,2 | 7,3 |
| of which continuing operations | 0,2 | 7,3 |
| of which interest paid | - | - |
| Other cah flows | 0,3 | (0,5) |
| Net change in cash and cash equivalent | (5,1) | 5,7 |
Net cash provided by operating activities of 2.4 M€ reduced by a larger working capital requirement of 2.6 M€ resulted in net cash used in operating activities of 0.2 M€. Financing activities generated 0.2 M€. Funds were primarily used during the period for investments in games and the Atari VCS. The change in net cash for the period is (5.1) M€.
The Company has reviewed the risks that could have a material adverse effect on its business, financial position or results (or its ability to achieve its objectives) and considers that there are no significant risks beyond those presented below and those presented in its Universal Registration Document. These risks are, as of the date of filing of this update of the Reference Document, those the Company believes that, were they to materialize, could have a significant adverse effect on the Atari Group, its business, its financial situation, its results, or its prospects. Investors are invited to consider these risks before deciding, as the case may be, to acquire or subscribe for securities of the Company.
The Company has carried out a specific review of its liquidity risk and considers that it is in a position to meet its future payments. It is relying on forecasts linked to its operating activities, games, licensing, casino and VCS, and, in the event of delays, on other options that are being evaluated. The first half of the financial year has been marked by a stronger seasonality of the investments made, including due to the timetable of the Atari VCS launch.
Information on the going concern assumption and indebtedness is presented in Notes 1.3 and 8 to the consolidated financial statements as of September 30, 2019.
In recent years, the Group has significantly improved its financial position. Since the 2012/2013 financial year, the Group has implemented a program for massive deleveraging and replenishment of equity. As of September 30, 2019, the net cash position (cash available less debt outstanding) is positive ; in other terms, cash available exceeds the amount of debt still to be redeemed. Furthermore, shareholder's equity is positive.
Thus:
Cash and cash equivalents amount to 3.4 M€ and gross financial debt amounts to 3.2 M€. This financial debt mainly consists of the financial liabilities from lease contracts (IFRS 16) of 2.5 M€ and of the 2003-2020 Océane Bonds, which were restructured and mature in April 2020 for an amount of 0.6 M€.
There is still uncertainty inherent in the achievement of objectives, the operating budget and the financing plan, which may be greater in these new areas, and the valuation of Group assets—in particular where it concerns capitalized productions (games, TV shows) or investments—and liabilities may be affected where assumptions fail to materialize.
In light of the expected seasonality and the launches in the second half of the financial year 2019- 2020, the Group reiterates its objectives of increased profitability with the priority of increasing the value of the Atari brand and of the portfolio of games.
The second half of the year will be marked by several important projects, in particular:
▪ Launch of the first real-money games in Kenya.
▪ Renegotiation to come with INL due to the delays experienced by INL in its fundraising and development of the Atari Token project;
▪ Tests in an operating environment for the Pong Token, a crypto-currency for real-money gaming; the Atari Group as sole responsible for this second project has successfully implemented the technical platform on the blockchain allowing the issuance and management of this crypto-currency.
The Group reiterates its objectives for the 2019-2020 financial year, which will end on March 31, 2020. For this financial year, the financial objective remains the improvement of profitability, while prioritizing the maximization of the valuation of the Atari brand and of the portfolio of games. The seasonality between the first and second semester is more pronounced than usual, with the main efforts being concentrated on the results of the second semester notably with the launch of the Atari VCS.
As of this date, the Group confirms its objectives, which remain subject to an inherent uncertainty in the realization of the operating budget and the financing plan.
***
I certify that, to the best of my knowledge, the summary consolidated financial statements for the half-year ended September 30, 2019 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position, and results of the Company and of all the companies included in the consolidation of the Atari Group, and that the management report presents a faithful representation of the important events that occurred during the first six months of the financial year, of their impact on the accounts, of the main related party transactions as well as a description of the main risks and uncertainties for the remaining six months of the financial year.
Paris, January 17, 2020
Frédéric Chesnais, Chairman and Chief Executive Officer of Atari SA
EXPONENS CONSEIL & EXPERTISE 20 rue Brunel 75017 PARIS
DELOITTE & ASSOCIES 6 place de la Pyramide, 92908 Paris-La Défense Cedex
Société Anonyme 25 rue Godot de Mauroy 75009 PARIS
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your General Meeting and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
Without qualifying the above conclusion, we draw your attention to Notes 1.1 "Principles applied to the semi-annual financial statements" and 1.2 "Change in methodology" setting out the impacts of the first-time application of IFRS 16 "Leases" after April 1, 2019.
We have also verified the information presented in the half-yearly management report on the condensed half- yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed halfyearly consolidated financial statements.
Paris and Paris-La Défense, January 17, 2020 The Statutory Auditors
French original signed by
EXPONENS CONSEIL & EXPERTISE
DELOITTE & ASSOCIES
Anne MOUHSSINE
Benoit PIMONT
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