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CD Projekt Interim / Quarterly Report 2019

May 23, 2019

5556_rns_2019-05-23_80ef29fe-89d3-4fdf-8c96-38c6b6b8069c.pdf

Interim / Quarterly Report

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Disclaimer

This English language translation has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employees decline all responsibility in this regard.

2

CD PROJEKT Capital Group – Selected financial highlights (converted into EUR)

PLN EUR
01.01.2019 -
31.03.2019
01.01.2018 -
31.03.2018*
01.01.2019 -
31.03.2019
01.01.2018 -
31.03.2018*
Revenues from sales of products, services, goods and
materials
80 905 75 435 18 825 18 054
Cost of products, goods and materials sold 28 713 16 133 6 681 3 861
Operating profit (loss) 20 560 27 899 4 784 6 677
Profit (loss) before tax 22 736 29 157 5 290 6 978
Net profit (loss) attributable to equity holders of parent
entity
17 797 22 892 4 141 5 479
Net cash flows from operating activities (1 962) 36 068 (457) 8 632
Net cash flows from investment activities 54 868 (18 829) 12 767 (4 506)
Net cash flows from financial activities (1 665) (104) (387) (25)
Total net cash flows 51 241 17 135 11 923 4 101
Stock volume (thousands) 96 120 96 120 96 120 96 120
Net earnings per ordinary share (PLN/EUR) 0.19 0.24 0.04 0.06
Diluted net earnings per ordinary share (PLN/EUR) 0.18 0.23 0,04 0.05
Book value per share (PLN/EUR) 10.65 9.45 2.48 2.25
Diluted book value per share (PLN/EUR) 10.16 9.07 2.36 2.16
Declared or paid out dividend per share (PLN/EUR) 1.05 - 0.24 -

* adjusted data

PLN EUR
31.03.2019 31.12.2018 31.03.2019 31.12.2018
Total assets 1 145 558 1 126 838 266 328 262 055
Liabilities and provisions for liabilities (less accrued
charges)
110 561 114 067 25 704 26 527
Long-term liabilities 14 524 6 691 3 377 1 556
Short-term liabilities 107 406 117 283 24 971 27 275
Equity 1 023 628 1 002 864 237 981 233 224
Share capital 96 120 96 120 22 347 22 353

The financial data has been converted into EUR under the following assumptions:

  • Elements of the consolidated profit and loss account and consolidated statement of cash flows were converted into EUR by applying the arithmetic average of exchange rates for the final day of each month belonging to the reporting period, as published by NBP. The corresponding exchange rates were: 4.2978 PLN/EUR for the period between 1 January and 31 March 2019, and 4.1784 PLN/EUR for the period between 1 January and 31 March 2018 respectively.
  • Assets and liabilities listed in the consolidated statement of financial positions were converted into EUR by applying the exchange rate for the final day of the reporting period, as published by the National Bank of Poland. These exchange rates were: 4.3013 PLN/EUR on 31 March 2019 and 4.3000 PLN/EUR on 31 December 2018 respectively.
Primary Financial Data of the CD PROJEKT Capital Group6
Condensed interim consolidated profit and loss account7
Condensed interim consolidated statement of comprehensive income8
Condensed interim consolidated statement of financial position9
Condensed interim statement of changes in consolidated equity11
Condensed interim consolidated statement of cash flows14
Clarifications regarding the consolidated financial statement16
General information17
Structure of the Capital Group17
Consolidation principles 18
Entities subject to consolidation 18
Subsidiaries 18
Basis for the preparation of the condensed interim consolidated financial statement19
Assumption of going concern19
Compliance with International Financial Reporting Standards19
Standards and interpretations approved by the IASB but not yet approved by the EU 20
Functional currency and presentation currency20
Functional currency and presentation currency 20
Transactions and balances20
Assumption of comparability of financial statements and changes in accounting policies20
Changes in accounting policies 21
Presentation changes23
Financial audit23
Supplementary information – CD PROJEKT Capital Group activity segments24
Activity segments25
Presentation of results by activity segment 25
Disclosure of activity segments 26
Segmented consolidated profit and loss account for the period between 01.01.2019 and 31.03.201927
Segmented consolidated profit and loss account for the period between 01.01.2018 and 31.03.2018 28
Segmented consolidated statement of financial position as of 31.03.2019 30
Segmented consolidated statement of financial position as of 31.12.201832
Segmented consolidated statement of financial position as of 31.03.2018*34
Activity segments 36
Disclosure of the issuer's significant accomplishments and shortcomings in each activity segment in the first
quarter of 2019 37
Disclosure of factors which may affect future Group results38
Disclosure of seasonal or cyclical activities38
Disclosure of key clients 40
Supplementary information – additional notes and clarifications regarding the condensed interim consolidated
financial statement41
Note 1. Disclosure of circumstances affecting assets, liabilities, equity, net financial result and cash flows
which are unusual due to their type, size or effect 42
Note 2. Tangible fixed assets 43
Note 3. Fixed assets held for sale 44
Note 4. Intangibles and expenditures on development projects 45
Note 5. Goodwill 45
Note 6. Investment properties 46
Note 7. Perpetual usufruct of land 46
Note 8. Inventories 46
Note 9. Trade and other receivables47
Note 10. Prepaid expenses 49
Note 11. Deferred income tax 49
Note 12. Provisions for employee benefits and similar liabilities 50
Note 13. Other provisions50
Note 14. Other liabilities 51
Note 15. Disclosure of financial instruments 51
Note 16. Sales revenues 52
Note 17. Operating expenses53
Note 18. Other operating revenues and expenses 54
Note 19. Financial revenues and expenses 54
Note 20. Short-term lease agreements and lease of low-value assets 55
Note 21. Issue, buyback and redemption of debt and capital securities 55
Note 22. Dividends declared or paid out and collected 55
Note 23. Transactions with affiliates 56
Note 24. Bad loans and breaches of loan agreements not subject to remedial proceedings as of the balance sheet date 59
Note 25. Changes in conditional liabilities and assets since the close of the most recent fiscal year 60
Note 26. Changes in the structure of the Capital Group and its member entities occurring during the reporting period 62
Note 27. Agreements which may, in the future, result in changes in the proportion of shares held by shareholders
and bondholders 62
Note 28. Fiscal settlements 62
Note 29. Clarifications regarding the condensed interim consolidated statement of cash flows 63
Note 30. Cash flows and other non-monetary changes associated with financial liabilities 64
Note 31. Events occurring after the balance sheet data 64
Supplementary information65
Legal proceedings 66
Shareholder structure66
Company shares held by members of the Management Board and Supervisory Board67
Validation of published projections 67
Condensed interim separate financial statement of CD PROJEKT S.A68
Condensed interim separate profit and loss account69
Condensed interim separate statement of comprehensive income 70
Condensed interim separate statement of financial position 70
Condensed interim statement of changes in separate equity 72
Condensed interim statement of changes in separate cash flows 74
Assumption of comparability of financial statements and changes in accounting policies 76
Changes in accounting policies 76
Presentation changes77
Supplementary information concerning the separate financial statement of CD PROJEKT S.A77
A. Deferred income tax 78
B. Goodwill79
C. Business combinations 79
D. Dividends declared or paid out and collected 79
E. Trade and other receivables 79
F. Disclosure of financial instruments81
G. Transactions with affiliates 82
Statement of the Management Board of the parent entity 84
Approval of the financial statement 84

1

Primary Financial Data of the CD PROJEKT Capital Group

Condensed interim consolidated profit and loss account

Note 01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Sales revenues 80 905 75 435
Revenues from sales of products 16 50 870 52 217
Revenues from sales of services 16 75 5
Revenues from sales of goods and materials 16 29 960 23 213
Cost of products, goods and materials sold 28 713 16 133
Cost of products and services sold 17 7 005 28
Value of goods and materials sold 17 21 708 16 105
Gross profit (loss) from sales 52 192 59 302
Selling costs 17 22 197 22 775
General and administrative costs 17 9 642 8 804
Other operating revenues 18 510 319
Other operating expenses 18 304 324
(Impairment losses)/reversal of impairment losses of financial instruments 1 181
Operating profit (loss) 20 560 27 899
Financial revenues 19 2 547 1 636
Financial expenses 19 371 378
Profit (loss) before tax 22 736 29 157
Income tax 11 4 939 6 265
Net profit (loss) 17 797 22 892
Net profit (loss) attributable to equity holders of parent entity 17 797 22 892
Net earnings per share (in PLN)
Basic for the reporting period 0.19 0.24
Diluted for the reporting period 0.18 0.23

In the first quarter of 2019 the largest contribution to the CD PROJEKT Capital Group's consolidated revenues was Revenues from sales of products, which included:

  • a) licensing royalties associated with continuing strong sales of The Witcher 3: Wild Hunt together with its expansion packs – Hearts of Stone and Blood and Wine,
  • b) licensing royalties associated with digital sales of Thronebreaker: The Witcher Tales and sales generated in the framework of GWENT: The Witcher Card Game.

The Group's Revenues from sales of goods and materials mostly corresponded to sales of videogames licensed from external suppliers directly to end users on the GOG.com platform.

In the first quarter, the Cost of products and services sold consisted mainly of depreciation of past R&D expenditures related to GWENT: The Witcher Card Game and Thronebreaker, which had been capitalized prior to the games' official release in October 2018.

The Value of goods and materials sold mostly represents the cost of facilitating sales of products licensed from external suppliers on GOG.com.

With regard to current-period costs, the largest contribution was from Selling costs, including expenses related to advertising and promotional activities carried out in each activity segment of the Capital Group. The bulk of this figure corresponds to CD PROJEKT RED marketing activities, particularly as concerns GWENT: The Witcher Card Game and Cyberpunk 2077. In the GOG.com segment selling costs were incurred mainly through participation in GWENT promotional expenses as regulated by the consortium agreement, marketing activities related to the GOG.com platform itself, as well as transaction costs related to processing sales on the digital distribution platform.

Another important contribution to Q1 selling costs involved GWENT maintenance expenses (including development of the game's mobile edition), which were split between both consortium partners, i.e. CD PROJEKT RED and GOG.com.

The aforementioned category also comprises certain expenses related to employee compensation (including provisions for compensation contingent upon the Group's financial result) along with procurement of bought-in sales support services.

The main contribution to General and administrative expenses in the CD PROJEKT Group was from employee compensation and provisions for compensation contingent upon the Group's financial result (including all expenses related to evaluation of the incentive program recognized in the period), along with the costs of bought-in services which meet the criteria of general and administrative expenses. The reported increase in this figure compared to the reference period in 2018 was mostly due to the expansion of the Group's activities and recruitment of additional staff over the past 12-month period.

The Group's consolidated Net profit for the first quarter of 2019 was 17 797 thousand PLN. This is less than the corresponding reference figure, mostly due to the surplus of GWENT-related expenses (those incurred during Q1 2019 in association with the game's maintenance, upkeep, promotion, refinement and creation of further add-ons and of its mobile edition, as well as the amortized development costs incurred in previous reporting period in conjunction with the game's development) over the corresponding revenues obtained in the first quarter of the year.

The Group's net profitability (the ratio between the net profit and sales revenues) for the reporting period was 22%.

Condensed interim consolidated statement of comprehensive income

01.01.2019 –
31.03.2019
01.03.2018 –
31.03.2018
Net profit (loss) 17 797 22 892
Other comprehensive income which will be entered as profit (loss) following
fulfillment of specific criteria
15 (13)
Exchange rate differences on valuation of foreign entities 15 (13)
Other comprehensive income which will not be entered as profit (loss) - -
Total comprehensive income 17 812 22 879
Minority interest equity - -
Total comprehensive income attributable to equity holders of CD PROJEKT S.A. 17 812 22 879

Condensed interim consolidated statement of financial position

Note 31.03.2019 31.12.2018 31.03.2018*
FIXED ASSETS 427 104 388 309 279 405
Tangible assets 2 33 122 19 241 18 869
Intangibles 4 49 876 50 210 45 887
Expenditures on development projects 4 264 351 242 816 165 775
Investment properties 6 9 555 9 553 -
Perpetual usufruct of land 7 3 478 3 478 -
Goodwill 4,5 56 438 56 438 46 417
Shares in subsidiaries excluded from consolidation 15 4 881 3 683 452
Deferred income tax assets 11 4 833 2 320 1 504
Other long-term receivables 15 570 570 501
WORKING ASSETS 718 454 738 529 720 587
Inventories 8 245 258 272
Fixed assets held for sale 3 49 49 -
Trade receivables 9,15 29 867 37 008 21 453
Current income tax receivables 515 1 611 1 437
Other receivables 9 41 944 19 231 17 518
Prepaid expenses 10 23 932 21 502 17 868
Cash and cash equivalents 15 155 119 103 878 84 122
Bank deposits (maturity beyond 3 months) 15 466 783 554 992 577 917
TOTAL ASSETS 1 145 558 1 126 838 999 992

* adjusted data

In the first quarter of 2019 the value of the Group's Fixed assets increased mostly due to expenditures on development projects which concern the Group's future releases, including Cyberpunk 2077. Moreover, due to implementation of IFRS 16, the Group recognized as part of its Fixed assets the value in use of leased office space (along with the corresponding liabilities arising under office space lease agreements, aggregated with Other financial liabilities).

The reduction in the Group's Trade receivables compared to the end of 2018 was mostly due to collection of receivables reported at the close of the previous year. The latter value was particularly high due to strong sales carried out during that period.

The reported reduction in Other receivables over the first three months of 2019 was mainly due to an increase in advance payments remitted to the Company's suppliers, as well as in the value of withholding tax deducted at source by foreign purchasers of CD PROJEKT S.A. licenses and reportable by the Company in its annual financial statement.

The value and reported increase in Prepaid expenses were primarily effected by minimum guarantees, i.e. advance payments remitted by GOG sp. z o.o. to its suppliers and recognized against future licensing royalties associated with distribution of videogames on GOG.com.

The aggregate value of Cash and cash equivalents and Bank deposits (maturity beyond 3 months) was 621 902 thousand PLN, which represents a decrease by 6% compared to the end of 2018.

CD PROJEKT
Note 31.03.2019 31.12.2018 31.03.2018
EQUITY 1 023 628 1 002 864 908 628
Equity attributable to equity holders of parent entity 1 023 628 1 002 864 908 628
Share capital 21 96 120 96 120 96 120
Supplementary capital 739 724 739 724 551 776
Other reserve capital 29 097 26 145 18 166
Exchange rate differences 1 027 1 012 105
Retained earnings 139 863 30 529 219 569
Net profit (loss) for the reporting period 17 797 109 334 22 892
Minority interest equity - - -
LONG-TERM LIABILITIES 14 524 6 691 2 892
Other financial liabilities 15 7 218 163 -
Deferred revenues 7 116 6 338 2 811
Provisions for employee benefits and similar liabilities 12 190 190 81
SHORT-TERM LIABILITIES 107 406 117 283 88 472
Other financial liabilities 15 6 208 246 233
Trade liabilities 15 40 945 49 914 31 460
Current income tax liabilities 22 - 388
Other liabilities 14 30 908 40 388 4 493
Deferred revenues 4 253 3 569 3 791
Provisions for employee benefits and similar liabilities 12 2 2 1
Other provisions 13 25 068 23 164 48 106
TOTAL EQUITY AND LIABILITIES 1 145 558 1 126 838 999 992

The Group's Equity reached 1 023 628 thousand PLN at the end of reporting period, having increased by 17 797 thousand PLN since 31 December 2018. This increase was due to profit obtained in the first quarter.

The increase in the value of Other financial liabilities, both with regard to long- and short-term liabilities, compared to 31 December 2018, was mainly due to introduction of IFRS 16 which mandates recognition of liabilities arising under office space lease agreements, as well as assets related to the right to use said office space, reported in the Fixed assets category.

The Group's Trade liabilities comprise mainly GOG.com liabilities to suppliers of products and services, as well as – to a lesser degree – trade liabilities incurred in the CD PROJEKT RED segment. The spike in trade liabilities at the end of the previous year is due to strong sales which typically occur during the holiday season and translate into an increase in liabilities due to product suppliers.

The bulk of the Group's Other liabilities at the end of March 2019 was comprised by advance payments collected from foreign clients in anticipation of future licensing royalties due to distribution of CD PROJEKT RED products. The decrease in the aggregate balance of Other liabilities over the reporting period was due to full discharge of liabilities related to the purchase of immovable property at Jagiellońska 76 in Warsaw, previously reported at the end of 2018 and settled during the present reporting period.

Other provisions are mostly related to future liabilities, including compensation contingent upon the Group's financial result.

Condensed interim statement of changes in consolidated equity

Share capital Supplementary
capital
Own shares Other reserve
capital
Exchange rate
differences
Retained
earnings
Net profit
(loss) for the
reporting
period
Parent entity
shareholders'
equity
Total equity
01.01.2019

31.03.2019
Equity as of 01.01.2019 96 120 739 724 - 26 145 1 012 139 863 - 1
002 864
1
002 864
Cost of incentive
program
- - - 2 952 - - - 2 952 2 952
Total comprehensive
income
- - - - 15 - 17 797 17 812 17 812
Equity as of 31.03.2019 96 120 739 724 - 29 097 1 027 139 863 17 797 1
023 628
1
023 628
Share capital Supplementary
capital
Own shares Other reserve
capital
Exchange rate
differences
Retained
earnings
Net profit
(loss) for the
reporting
period
Parent entity
shareholders'
equity
Total equity
01.01.2018

31.12.2018
Equity as of
01.01.2018
96 120 549 335 - 15 212 118 222 114 - 882 899 882 899
Rectification of
fundamental errors
- (6
729)
- - 794 6 082 - 147 147
Equity after adjustments 96 120 542 606 - 15 212 912 228 196 - 883 046 883 046
Cost of incentive
program
- - - 10 384 - - - 10 384 10 384
Creation of reserve
capital to finance
purchase of own
shares
- (3
600)
- 3 600 - - - - -
Purchase of own
shares
- - 3 051 (3
051)
- - - - -
Transfer of own
shares as partial
payment for the
purchase of an
enterprise
- 3 051 (3
051)
- - - - - -
Allocation of net
profit/coverage of
losses
- 197 667 - - - (197
667)
- - -
Total comprehensive
income
- - - - 100 - 109 334 109 434 109 434
Equity as of 31.12.2018 96 120 739 724 - 26 145 1 012 30 529 109 334 1
002 864
1
002 864

The Group rectified the settlement of the merger between companies belonging to the GOG.com segment and the erroneous recognition of income tax, as well as the coverage of losses sustained in 2016 as reported in the financial statement of GOG sp. z o.o. for 31 December 2017. These adjustments resulted in an increase in equity by 147 thousand PLN. Furthermore, the Group rectified the settlement of past transactions altering the composition of the Group as well as dividends paid out by Group member companies to the parent Company. These changes had no effect upon equity.

Share capital Supplementary
capital
Own shares Other reserve
capital
Exchange rate
differences
Retained
earnings
Net profit
(loss) for the
reporting
period
Parent entity
shareholders'
equity
Total equity
01.01.2018 –
31.03.2018
Equity as of
01.01.2018
96 120 549 335 - 15 212 118 222 114 - 882 899 882 899
Rectification of
fundamental errors
- 2 441 - - - (2 545) - (104) (104)
Equity after adjustments 96 120 551 776 - 15 212 118 219 569 - 882 795 882 795
Cost of incentive
program
- - - 2 954 - - - 2 954 2 954
Total comprehensive
income
- - - - (13) - 22 892 22 879 22 879
Equity as of
31.03.2018
96 120 551 776 - 18 166 105 219 569 22 892 908 628 908 628

Condensed interim consolidated statement of cash flows

Note 01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018*
OPERATING ACTIVITIES
Net profit (loss) 17 797 22 892
Total adjustments: 29 (18 351) 21 168
Depreciation of fixed assets, intangibles and expenditures on
development projects
1 980 1 186
Depreciation of expenditures on development projects recognized as
cost of products and services sold
6 947 -
Interest and profit sharing (dividends) (2 372) (1 636)
Profit (loss) from investment activities (139) (29)
Change in provisions 668 2 799
Change in inventories 13 51
Change in receivables (17 225) 25 593
Change in liabilities excluding credits and loans (10 173) (7 706)
Change in other assets and liabilities (968) (2 045)
Other adjustments 2 918 2 955
Cash flows from operating activities (554) 44 060
Income tax on pre-tax profit (loss) 4 939 6 265
Income tax (paid)/collected (6 347) (14 257)
Net cash flows from operating activities (1 962) 36 068
INVESTMENT ACTIVITIES
Inflows 260 445 183 507
Reimbursement of advance payment for investment properties and
perpetual usufruct of land
1 667 -
Closing bank deposits (maturity beyond 3 months) 256 231 181 871
Other inflows from investment activities 2 547 1 636
Outflows 205 577 202 336
Purchases of intangibles and fixed assets 2 255 2 768
Expenditures on development projects 25 183 19 582
Purchase of investment properties and perpetual usufruct of land 9 017 -
Capital contributions to subsidiary 1 100 -
Advance payment for investment properties and perpetual
usufruct of land
- 727
Opening bank deposits (maturity beyond 3 months) 168 022 179 259
Net cash flows from investment activities 54 868 (18 829)

FINANCIAL ACTIVITIES

Inflows 8 -
Collection of receivables arising from financial lease agreements 7 -
Interest payments 1 -
Outflows 1 673 104
Payment of liabilities arising from lease agreements 1 498 104
Interest payments 175 -
Net cash flows from financial activities (1 665) (104)
Total net cash flows 51 241 17 135
Change in cash and cash equivalents on balance sheet 51 241 17 135
Cash and cash equivalents at beginning of period 103 878 66 987
Cash and cash equivalents at end of period 155 119 84 122

* adjusted data

The Group's net Q1 earnings of 17 797 thousand PLN were accompanied by a negative value of Cash flows from operating activities at 1 962 thousand PLN. The largest contribution to the difference between both figures (i.e. the influence upon adjustments applied when calculating cash flows) was from the reported change in receivables, primarily as a result of advance payments remitted to CD PROJEKT RED suppliers (increase in CD PROJEKT S.A. advance payments by 21 151 thousand PLN), as well as from the change in liabilities excluding credits and loans which primarily resulted from discharge of GOG.com trade liabilities previously disclosed at the end of 2018 (decrease in GOG trade liabilities by 10 684 thousand PLN).

Regarding the balance of Net cash flows from investment activities, in the first quarter of 2019 these were primarily affected by the Company's policy of actively allocating surplus operating cash to bank deposits. The value of bank deposits with maturity periods exceeding 3 months created during Q1 2019 and presented as "outflows" was 168 022 thousand PLN while the value of bank deposits maturing during the reporting period, presented as "inflows" was 256 231 thousand PLN. Thus, the balance of bank deposits with maturity periods beyond 3 months decreased by 88 209 thousand PLN, which accounts for the bulk of inflows from investment activities. Additionally, as part of its investment activities in the first quarter of 2019 the Group (including both CD PROJEKT S.A. and GOG sp. z o.o.) incurred development expenditures in the amount of 25 183 thousand PLN (chiefly related to development of Cyberpunk 2077 and other CD PROJEKT RED products as well as further refinement of technologies used in the GOG.com segment). The Group also remitted the outstanding payment for the immovable property which it had purchased, valued at 9 017 thousand PLN.

During the reporting period the CD PROJEKT Group did not obtain appreciable Net cash flows from financial activities. The reported increase in the value of Payment of liabilities arising from lease agreements was mostly due to introduction of IFRS 16 insofar as it concerns office space lease payments.

In the first quarter of 2019 the Group's balance of cash assets (excluding bank deposits with maturity periods beyond 3 months) increased by 51 241 thousand PLN while the corresponding balance of bank deposits with maturity periods beyond 3 months decreased by 88 209 thousand PLN. Consequently, the Group's aggregate balance of cash assets and bank deposits decreased by 36 968 thousand PLN (i.e. by 6%). Notably, during the same period the Group incurred 25 183 thousand PLN in videogame and technology development expenses, remitted advance payments for supplies (balance of advance payments increased by 22 980 thousand PLN) and remitted the outstanding payment for the immovable property purchased by the Group (total of 9 017 thousand PLN).

15

Clarifications regarding the consolidated financial statement

General information

Name: CD PROJEKT S.A.
Legal status: Joint-stock company
Headquarters: Jagiellońska 74, 03-301 Warsaw
Country of registration: Poland
Principal scope of activity: CD PROJEKT S.A. is the holding company of the CD PROJEKT Capital Group
which conducts its operations in two activity segments: CD PROJEKT RED and
GOG.com
Keeper of records: District Court for the City of Warsaw in Warsaw – Poland; 13th Commercial
Department of the National Court Register (Sąd Rejonowy dla m.st. Warszawy
w Warszawie, XIII Wydział Gospodarczy Krajowego Rejestru Sądowego)
Statistical Identification Number
(REGON):
492707333
The Group is established for an indefinite duration.

Structure of the Capital Group

Affiliates

On 14 January 2019 a new company was established in the framework of the CD PROJEKT Capital Group under the name CD PROJEKT RED STORE sp. z o.o. The new company will be responsible for online marketing of tie-in products associated with CD PROJEKT RED games.

Consolidation principles

Entities subject to consolidation

capital share voting share consolidation method
CD PROJEKT S.A. parent entity - -
GOG sp. z o.o. 100% 100% full
CD PROJEKT Inc. 100% 100% full
CD PROJEKT Co., Ltd. 100% 100% excluded from
consolidation
Spokko sp. z o.o. 75% 75% excluded from
consolidation
CD PROJEKT RED STORE sp. z o.o. 100% 100% excluded from
consolidation

In accordance with the accounting policies in force within the Group, the parent entity may elect to exclude certain subsidiaries from consolidation as long as each of these subsidiaries:

  • contributes not more than 2% to the parent entity's profit and loss balance,
  • contributes not more than 1% to the parent entity's aggregate sales and financial revenues.

Note that the above values are exclusive of any transactions between the subsidiary and the parent company which would have otherwise been subject to consolidation eliminations.

In addition to the above, all subsidiaries excluded from consolidation must jointly:

  • contribute not more than 5% to the parent entity's profit and loss balance,
  • contribute not more than 2% to the parent entity's aggregate sales and financial revenues.

The above values are also exclusive of any transactions between each subsidiary and the parent company which would have otherwise been subject to consolidation eliminations.

The above criteria are met by CD PROJEKT Co., Ltd., Spokko sp. z o.o. and CD PROJEKT RED STORE sp. z o.o.

Subsidiaries

Subsidiaries are defined as all entities which fall under the Group's control. An entity is considered to fall under the Group's control if all of the following criteria are met:

  • executive control, i.e. possession of the required legal title to direct the entity's significant operations (operations, which significantly affect the entity's financial standing),
  • exposure to variation in the entity's financial results, or possession of the required legal title to adjust the Group's financial results in relation to the entity's own financial results,
  • possession of the required administrative apparatus to affect the Group's own financial results by exercising the right to affect financial results attributable to the Group by leveraging the Group's involvement in the entity.

Subsidiaries which meet materiality criteria are subject to full consolidation from the date of acquisition of control by the Group and cease to be reported as such on the day control is lost.

Any revenues, expenses, settlements and unrealized gains on transactions between companies belonging to the Group are eliminated in full. Unrealized losses are also eliminated unless the nature of the transaction indicates impairment on any of the transferred assets. Accounting practices in use at subsidiary companies are adjusted whenever necessary to ensure compliance with accounting practices adopted by the Group.

Basis for the preparation of the condensed interim consolidated financial statement

This condensed interim consolidated financial statement is prepared in compliance with International Accounting Standard 34 (IAS 34) Interim financial reporting, approved for use within the EU.

The condensed interim consolidated financial statement does not contain all the information and disclosures which would otherwise be required in an annual financial statement. Accordingly, this statement should be read in conjunction with the Consolidated Financial Statement of the CD PROJEKT Capital Group for the year ending 31 December 2018, approved for publication on 27 March 2019.

Assumption of going concern

This consolidated financial statement is prepared under the assumption that the Group and its parent entity intend to continue as a going concern in the foreseeable future, i.e. at least throughout the 12-month period following the balance sheet date.

The Management Board of the parent entity is not aware of any facts or circumstances which would jeopardize the assumption of going concern within said 12-month period by way of intended or forced cessation or significant reduction of continuing operations.

As of the day of preparation of this consolidated financial statement covering the period between 1 January and 31 December 2018 the Management Board is not aware of any events which should have been reflected in the accounts for that period but have not been reflected therein. Additionally, no important events have occurred in relation to the preceding years.

Compliance with International Financial Reporting Standards

This condensed interim consolidated financial statement conforms to International Accounting Standard (IAS) 34, Interim Financial Reporting, as well as to International Financial Reporting Standards (IFRS) applicable to interim financial reporting, endorsed by the International Accounting Standard Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and approved by the EU under the relevant Regulation on the Application of International Accounting Standards (European Council 1606/2002), hereinafter referred to as UE IFRS, valid for 31 March 2019.

UE IFRS comprise standards and interpretations endorsed by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), approved for use in the EU.

Where the above mentioned standards are not applicable the statement conforms to the Accounting Act of 29 September 1994 (Journal of Laws of the Republic of Poland, 2019, item. 351 as amended) and to any secondary legislation based on said Act, as well as to the directive of the Finance Minister of 29 March 2018 regarding the publication of periodic and current reports by issuers of securities and conditions for regarding as equivalent the information required under the laws of a non-member state (Journal of Laws of the Republic of Poland, 2018, item 757).

The Group intends to apply amendments to IFRS which have been published but have not yet entered into force on the publication date of this condensed interim consolidated financial statement, depending on their date of entry into force. Information regarding standards and interpretations applied for the first time, early application of new standards, standards which have entered into force on or after 1 January 2019 and the effect of changes in IFRS upon the Group's future financial statements is provided in Section 2 of the Group's Consolidated Financial Statement for 2018.

Standards and interpretations approved by the IASB but not yet approved by the EU

In approving this financial statement the Group did not apply the following standards, amendments and interpretations which have not yet been approved for use in the EU:

  • Amendments to IAS 1 and IAS 8 Definition of 'material' applicable to reporting periods beginning on or after 1 January 2020,
  • Amendments to IFRS 3 Business combinations applicable to reporting periods beginning on or after 1 January 2020,
  • Amendments to references to the Conceptual Framework in IFRS Standards applicable to reporting periods beginning on or after 1 January 2020,
  • IFRS 14 Regulatory deferral accounts applicable to annual reporting periods beginning on or after 1 January 2016. The European Commission has decided to withhold approval of this temporary standard for use in the UE until the final version of the standard is published,
  • IFRS 17 Insurance Contracts applicable to reporting periods beginning on or after 1 January 2021.

As of the publication date of this financial statement, the Group is performing an assessment of the effect these new standards and amendments to standards upon the Company's financial statement.

Functional currency and presentation currency

Functional currency and presentation currency

The functional currency of the Group and its parent entity, and the presentation currency of this financial statement is the Polish Zloty (PLN). Unless specified otherwise, all figures are quoted in PLN thousands.

Transactions and balances

Transactions denominated in foreign currencies are converted to the functional currency according to the exchange rate on the date of the transaction. Exchange rate losses and gains on settlement of transactions and on valuation of assets and liabilities denominated in foreign currencies are reported in the profit and loss statement unless deferred in the equity capital as cash flow hedges and hedges of net investments.

Assumption of comparability of financial statements and changes in accounting policies

The accounting practices applied in preparing this condensed interim consolidated financial statement, the Management Board's professional judgment concerning the Group's accounting practices as well as the main sources of uncertainty in estimations are in all material aspects consistent with the practices applied in preparing the Consolidated Financial Statement of the CD PROJEKT Capital Group for 2018, except for changes in accounting policies and presentation-related adjustments described below. This condensed interim consolidated financial statement should be read in conjunction with the consolidated financial statement for the period ending 31 December 2018.

Amendments to IFRS 9 – Prepayment Features with Negative Compensation – applicable to reporting periods beginning on or after 1 January 2019

These amendments concern the accounting of prepayable financial assets with the so-called negative compensation. Such assets should be measured at amortized cost or fair value through other comprehensive income instead of at fair value through or loss. These amendments do not affect the Group's accounting practices or its financial result.

Amendments to IAS 19 – Plan amendment, curtailment or settlement – applicable to reporting periods beginning on or after 1 January 2019

These amendments affect amendment, curtailment or settlement of certain plans by specifying that it is now mandatory that the current service cost and the net interest for the period after the remeasurement are determined using the assumptions used for the remeasurement. These amendments do not have a significant impact on the Group's accounting practices or its financial result.

IFRS 16 – Leases, applicable to annual reporting periods beginning on or after 1 January 2019

This financial statement marks the first time the Group has applied IFRS 16 Leases, which supersedes IAS 17 Leases. IFRS 16 sets forth rules concerning assessment, presentation and disclosure of lease agreements. The major change is to introduce a uniform model for lessee accounting, forgoing the distinction between financial and operating lease agreements. Under the new regulation all agreements which meet the definition of a lease agreement or which include aspects of such are to be treated in accordance with the erstwhile financial lease model. Accordingly, the new standard will contribute to an increase in the value of non-financial assets and other financial liabilities in the statement of financial position, and to a decrease in operating expenditures along with an increase in financial expenditures in the profit and loss account. Regarding the statement of cash flows, a decrease in operating and investment outflows and an increase in financial outflows can be expected.

The new standard most significantly affects the presentation of fixed-term building lease agreements, which, due to their economic content, had previously been classified as operating lease agreements in accordance with IAS 17. As a consequence, the Group had not previously recognized assets covered by these agreements in its financial statement. In 2019 these agreements are treated as financial and subject to a uniform model of lessee accounting, requiring the Group to recognize its right to use the leased buildings as an asset, along with liabilities which reflect the corresponding lease payments.

On the day of initial application of IFRS 16 the Group applied a retrospective approach to building lease agreements scheduled to end later than 12 months after the aforementioned initial application date, recognizing the aggregate effect of applying the new standard on the initial application date without converting the relevant comparative data. Disclosure of leased assets and the corresponding liabilities has not resulted in an adjustment in the balance of retained earnings (i.e. the value of assets recognized is equivalent to the value of the corresponding liabilities). Assets and liabilities related to lease agreements are recognized at the current value of other lease payments adjusted by the lessee's marginal interest rate on the date of initial application.

The Group also recognizes subleasing of buildings wherein a leased asset (master agreement) is subject to further leasing. With regard to such agreements the Group does not directly recognize the leased asset; instead, it recognizes a lease liability and the corresponding receivables under the relevant sublease agreement. If the subleasing agreement involves transferring (reinvoicing) expenses to another entity, the liability arising under the master agreement is equivalent to the receivables arising under the subleasing agreement, adjusted for the discount rate applicable to the master agreement. In such circumstances the liabilities related to the master agreement and the receivables related to the subleasing agreement, as well as the related financial expenses and revenues due to interest, are offset prior to being reported, as this form of presentation best reflects the nature of the agreement (according to Art. 32-33 of IAS 1 and Art. 42-50 of IAS 32 (in the field of financial instruments), offsetting assets and liabilities or revenues and expenses is, in principle, forbidden unless it reflects the nature of a given transaction).

The application of IFRS 16 affects the following line items in the financial statement for the period between 1 January and 31 March 2019:

As of 31.12.2018 Adjustments related
to implementation of
IFRS 16
As of 01.01.2019
Fixed assets
Tangible fixed assets, including: 19 241 14 443 33 684
- leased buildings - 14 443 14 443
Long-term liabilities
Other financial liabilities, including: 163 8 556 8 719
- lease of buildings - 8 556 8 556
Short-term liabilities
Other financial liabilities, including: 246 5 887 6 133
- lease of buildings - 5 887 5 887

With regard to space lease agreements scheduled to end earlier than 12 months following the initial application date of IFRS 16, the Group has applied the practical expedient foreseen in section C10 item c) of the standard. According to this regulation, a lessee may elect not to apply the previously specified requirements to leases for which the lease term ends within 12 months of the date of initial application. Consequently, the Group accounts for those leases in the same way as short-term leases, recognizing the cost associated with those leases throughout the duration of the lease agreement. The costs associated with these agreements are presented in Note 17.

With regard to lease agreements classified as financial under IAS 17, on the date of initial application of IFRS 16 the balance sheet value of assets which represent the right to use the leased object, as well as the corresponding liabilities, correspond to the balance sheet value of such assets and liabilities on the day preceding the initial application date and evaluated in accordance with IAS 17. In 2019 all such agreements are subject to the provisions of IFRS 16.

The Group does not apply the provisions of IFRS 16 to short-term lease agreements and to agreements where the value of the leased asset is low, as permitted under Art. 5 of the new standard. In these cases lease payments are recognized as costs using the straight-line method or another applicable method which best reflects the breakdown of payments throughout the duration of the agreement.

With regard to other contracts not classified as either operating or financial lease agreements under IAS 17, including contracts concerning perpetual usufruct of land recognized as a separate asset, the Group applies another practical expedient foreseen in section C3 of the interim regulations of IFRS 16. According to this regulation, an entity is not required to reassess whether a contract is, or contains, a lease at the date of initial application. Instead, the entity is permitted not to apply IFRS 16 to contracts that were not previously identified as containing a lease. Consequently, the Group will apply the new standard only to agreements concluded (or amended) on the date of initial application of IFRS 16 or thereafter.

As permitted under Art. 4 of IFRS 16, the Group does not apply the provisions of the new standards to intangibles.

Amendments to MSR 28 – Long-term Interests in Associates and Joint Ventures – applicable to reporting periods beginning on or after 1 January 2019

The amendments concern recognition of long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. In line with the amended regulation, such interests should be recognized in accordance with the new IFRS 9 standard, particularly as concerns impairment. These amendments do not have a significant impact on the Group's accounting practices or its financial result.

Amendments to IFRS (2015-2017) adopted under the annual IFRS improvements cycle – applicable to reporting periods beginning on or after 1 January 2019

These amendments concern four standards: IAS 12 Income taxes with regard to recognizing the income tax consequences of dividends, IAS 23 Borrowing costs with regard to modified assets readied for intended use or sale, IFRS 3 Business combinations with regard to acquisition of control of a business that is a joint operation, and IFRS 11 Joint arrangements with regard to lack of control of a participant over a joint arrangement. These amendments do not have a significant impact on the Group's accounting practices or its financial result.

The IFRIC 22 interpretation concerns the exchange rate to be applied to foreign currency transactions which involve receipt or payment of advance consideration prior to recognition of the related asset, expense or income. This interpretation cannot be applied if the relevant asset, expense or income was initially estimated at fair value. This interpretation does not have a significant impact on the Group's accounting practices or its financial result.

IFRIC 23 – Uncertainty over Income Tax Treatments – applicable to reporting periods beginning on or after 1 January 2019

The interpretation clarifies the recognition and measurement procedures specified in IAS 12 Income Taxes when there are uncertainties in the amount of income tax payable (recoverable). An uncertainty over income tax treatment emerges when there is doubt whether the applied treatment will be accepted by taxation authorities. If the entity regards such uncertainties as significant, they should be reflected in the tax disclosures for the period to which the treatment applies, e.g. by recognizing an additional tax liability or applying a higher tax rate. Measurement of such uncertainties should be based either on the most likely amount or the expected value of the tax treatment. This interpretation does not have a significant impact on the Group's accounting practices or its financial result.

Presentation changes

This condensed interim consolidated financial statement for the period between 1 January and 31 March 2019 includes certain adjustments in the presentation of financial data, introduced in order to maintain comparability of financial statements. The following presentation changes have been introduced with regard to financial data for the reference period between 1 January and 31 March 2018 as well as for 31 March 2018:

  • In the statement of cash flows for the period between 1 January and 31 March 2018 the presentation of interest on bank deposits was adjusted as follows:
    • Other inflows from investment activities adjusted by 93 thousand PLN
    • Other inflows from financial activities adjusted by (93) thousand PLN.
  • In the statement of financial position for 31 March 2018 the presentation of development expenses was adjusted as follows:
    • Intangibles adjusted by (611) thousand PLN
    • Expenditures on development projects adjusted by 611 thousand PLN.

This change has no effect on the Group's financial result or equity.

  • In the statement of cash flows for the period between 1 January and 31 March 2018 the presentation of advance payments for investment properties was adjusted as follows:
    • Advance payment for investment properties and perpetual usufruct of land adjusted by 727 thousand PLN
    • Changes in receivables adjusted by 727 thousand PLN.
  • In the statement of cash flows for the period between 1 January and 31 March 2018 the presentation of provisions for compensations capitalized upon expenditures on development projects was adjusted as follows:
    • Change in provisions adjusted by (1 667) thousand PLN
    • Expenditures on development projects adjusted by (1 667) thousand PLN.

Financial audit

This condensed interim consolidated financial statement with elements of the condensed interim separate financial statement was not submitted to a formal review or audit by a licensed auditor.

Supplementary information – CD PROJEKT Capital Group activity segments

Activity segments

Presentation of results by activity segment

The scope of financial disclosures in relation to each of the Group's activity segments is regulated by IFRS 8. For each segment the result is based on net profit.

Description of changes in the differentiation of activity segments, or of the assessment of persegment profit or loss compared to the most recent annual consolidated financial statement

No changes in the differentiation of activity segments occurred during the reporting period as compared to 31 December 2018.

Disclosure of activity segments

Continuing operations Total (continuing
CD PROJEKT RED GOG.com Consolidation eliminations operations)
01.01.2019

31.03.2019
Sales revenues 49 688 33 767 (2
550)
80 905
sales to external clients 47 138 33 767 - 80 905
sales between segments 2 550 - (2
550)
-
Segment net profit (loss) 19 317 (1
520)
- 17 797

Continuing operations Total (continuing
CD PROJEKT RED GOG.com Consolidation eliminations operations)
01.01.2018

31.03.2018
Sales revenues 51
917
25 780 (2 262) 75 435
sales to external clients 49 655 25 780 - 75 435
sales between segments 2 262 - (2 262) -
Segment net profit (loss) 23 751 (859) - 22 892

Segmented consolidated profit and loss account for the period between 01.01.2019 and 31.03.2019

CD PROJEKT RED GOG.com Consolidation eliminations Total
Sales revenues 49 688 33 767 (2
550)
80 905
Revenues from sales of products 48 126 1 874 870 50 870
Revenues from sales of services 998 - (923) 75
Revenues from sales of goods and materials 564 31 893 (2
497)
29 960
Cost of products, goods and materials sold 6 162 24 488 (1
937)
28 713
Cost of products and services sold 5 612 1 703 (310) 7 005
Value of goods and materials sold 550 22 785 (1
627)
21 708
Gross profit (loss) from sales 43 526 9 279 (613) 52 192
Selling costs 13 270 9 498 (571) 22 197
General and administrative costs 8 123 1 561 (42) 9 642
Other operating revenues 710 53 (253) 510
Other operating expenses 515 42 (253) 304
(Impairment)/reversal of impairment of financial instruments 1 - - 1
Operating profit (loss) 22 329 (1
769)
- 20 560
Financial revenues 2 345 202 - 2 547
Financial expenses 266 105 - 371
Profit (loss) before taxation 24 408 (1
672)
- 22 736
Income tax 5 091 (152) - 4 939
Net profit (loss) 19 317 (1
520)
- 17 797
Net profit (loss) attributable to equity holders of the parent entity 19 317 (1
520)
- 17 797

Segmented consolidated profit and loss account for the period between 01.01.2018 and 31.03.2018

CD PROJEKT RED GOG.com Consolidation eliminations Total
Sales revenues 51 917 25 780 (2
262)
75 435
Revenues from sales of products 49 755 2 045 417 52 217
Revenues from sales of services 1 108 - (1
103)
5
Revenues from sales of goods and materials 1 054 23 735 (1
576)
23 213
Cost of products, goods and materials sold 1 292 16 365 (1
524)
16 133
Cost of products and services sold 392 - (364) 28
Value of goods and materials sold 900 16 365 (1
160)
16 105
Gross profit (loss) from sales 50 625 9 415 (738) 59 302
Selling costs 14 928 8 507 (660) 22 775
General and administrative costs 7 482 1 400 (78) 8 804
Other operating revenues 540 90 (311) 319
Other operating expenses 509 126 (311) 324
(Impairment)/reversal of impairment of financial instruments 168 13 - 181
Operating profit (loss) 28 414 (515) - 27 899
Financial revenues 1 632 93 (89) 1 636
Financial expenses 11 456 (89) 378
Profit (loss) before taxation 30 035 (878) - 29 157
Income tax 6 284 (19) - 6 265
Net profit (loss) 23 751 (859) - 22 892
Net profit (loss) attributable to equity holders of the parent entity 23 751 (859) - 22 892

Commentary regarding the results of GOG.com

The value of Revenues from sales of goods and materials in the GOG.com segment during the first quarter of 2019 increased from 23 735 thousand PLN to 31 893 thousand PLN compared to the reference period (34% increase), which also drove up the corresponding profit margin to 9 108 thousand PLN. This figure comprises mostly sales of goods and materials procured from external suppliers. From the point of view of earnings this marks the best Q1 period in the segment's to-date history.

The Cost of products and services sold which was not subject to disaggregation for the GOG.com segment in the Q1 2018 financial statement mostly concerns depreciation of past development expenditures associated with GWENT and Thronebreaker.

Selling costs increased by 991 thousand PLN compared to the reference period primarily due to costs related to GWENT, including its upkeep, further development and promotional activities. Since the full official release of GWENT which took place in October 2018 the Group no longer capitalizes its development expenditures while further costs incurred by its development team are now aggregated with Selling costs as the costs of upkeep and development (this includes expenses related to preparing a mobile edition of GWENT).

The surplus of GWENT costs which are attributable to GOG.com in line with the consortium agreement (both concerning current-period expenses and depreciation of past development expenses) over the corresponding revenues related to this project had a negative impact upon the segment's earnings. Moreover, throughout Q1 2019 GOG carried out intensive development work on GOG Galaxy 2.0, an important project whose initial public beta release and subscriptions launch occurred on 22 May 2019. With regard to activities directly related to digital distribution of videogames via the GOG.com platform and the GOG Galaxy application, steady growth continued to be observed throughout the first quarter of 2019.

Segmented consolidated statement of financial position as of 31.03.2019

CD PROJEKT RED GOG.com Consolidation eliminations Total
FIXED ASSETS 413 201 30 377 (16
474)
427 104
Tangible assets 30 331 2 791 - 33 122
Intangibles 49 172 704 - 49 876
Expenditures on development projects 239 907 24 447 (3) 264 351
Investment properties 9 555 - - 9 555
Perpetual usufruct of land 3 478 - - 3 478
Goodwill 56 438 - - 56 438
Investments in subsidiaries 16 471 - (16
471)
-
Shares in subsidiaries not subject to consolidation 4 881 - - 4 881
Deferred income tax assets 2 398 2 435 - 4 833
Other long-term receivables 570 - - 570
WORKING ASSETS 670 086 60 723 (12 355) 718 454
Inventories 245 - - 245
Fixed assets held for sale 49 - - 49
Trade receivables 21 684 9 205 (1
022)
29 867
Current income tax receivables 218 297 - 515
Other receivables 48 875 4 402 (11
333)
41 944
Prepaid expenses 1 798 22 134 - 23 932
Cash and cash equivalents 130 434 24 685 - 155 119
Bank deposits (maturity beyond 3 months) 466 783 - - 466 783
TOTAL ASSETS 1
083 287
91 100 (28
829)
1
145 558
CD PROJEKT RED GOG.com Consolidation eliminations Total
EQUITY 1 000 624 39 478 (16
474)
1
023 628
Equity attributable to equity holders of parent entity 1 000 624 39 478 (16
474)
1
023 628
Share capital 96 120 136 (136) 96 120
Supplementary capital 739 798 5 441 (5
515)
739 724
Other reserve capital 29 097 2 782 (2
782)
29 097
Exchange rate differences on valuation of foreign entities 78 (65) 1 014 1 027
Retained earnings 116 214 32 704 (9
055)
139 863
Net profit (loss) for the reporting period 19 317 (1
520)
- 17 797
Minority interest equity - - - -
LONG-TERM LIABILITIES 14 290 234 - 14 524
Other financial liabilities 7 173 45 - 7 218
Deferred revenues 6 933 183 - 7 116
Provisions for employee benefits and similar liabilities 184 6 - 190
SHORT-TERM LIABILITIES 68 373 51 388 (12
355)
107 406
Other financial liabilities 5 683 525 - 6 208
Trade liabilities 11 416 30 500 (971) 40 945
Current income tax liabilities 22 - - 22
Other liabilities 27 338 14 903 (11
333)
30 908
Deferred revenues 183 4 070 - 4 253
Provisions for employee benefits and similar liabilities 2 - - 2
Other provisions 23 729 1 390 (51) 25 068
TOTAL EQUITY AND LIABILITIES 1
083 287
91 100 (28
829)
1
145 558

Segmented consolidated statement of financial position as of 31.12.2018

CD PROJEKT RED GOG.com Consolidation eliminations Total
FIXED ASSETS 375 012 29 520 (16
223)
388 309
Tangible assets 16 867 2 374 - 19 241
Intangibles 49 413 797 - 50 210
Expenditures on development projects 218 753 24 066 (3) 242 816
Investment properties 9 553 - - 9 553
Perpetual usufruct of land 3 478 - - 3
478
Goodwill 56 438 - - 56 438
Investments in subsidiaries 16 220 - (16
220)
-
Shares in subsidiaries not subject to consolidation 3 683 - - 3 683
Deferred income tax assets 37 2 283 - 2 320
Other long-term receivables 570 - - 570
WORKING ASSETS 677 133 91 017 (29
621)
738 529
Inventories 258 - - 258
Fixed assets held for sale 49 - - 49
Trade receivables 31 714 6 607 (1
313)
37 008
Current income tax receivables 1 525 86 - 1 611
Other receivables 45 764 1 775 (28
308)
19 231
Prepaid expenses 1 272 20 230 - 21 502
Cash and cash equivalents 41 559 62 319 - 103 878
Bank deposits (maturity beyond 3 months) 554 992 - - 554 992
TOTAL ASSETS 1
052 145
120 537 (45
844)
1
126 838
CD PROJEKT RED GOG.com Consolidation eliminations Total
EQUITY 978 340 40 747 (16
223)
1
002 864
Equity attributable to equity holders of parent entity 978 340 40 747 (16
223)
1
002 864
Share capital 96 120 136 (136) 96 120
Supplementary capital 739 798 5 441 (5
515)
739 724
Other reserve capital 26 145 2 531 (2
531)
26 145
Exchange rate differences on valuation of foreign entities 63 (65) 1 014 1 012
Retained earnings 6 907 32 674 (9
052)
30 529
Net profit (loss) for the reporting period 109 307 30 (3) 109 334
Minority interest equity - - - -
LONG-TERM LIABILITIES 6 648 43 - 6 691
Other financial liabilities 163 - - 163
Deferred revenues 6 301 37 - 6 338
Provisions for employee benefits and similar liabilities 184 6 - 190
SHORT-TERM LIABILITIES 67 157 79 747 (29
621)
117 283
Other financial liabilities 246 - - 246
Trade liabilities 9 995 41 179 (1
260)
49 914
Other liabilities 34 960 33 736 (28
308)
40 388
Deferred revenues 187 3 382 - 3 569
Provisions for employee benefits and similar liabilities 2 - - 2
Other provisions 21 767 1 450 (53) 23 164
TOTAL EQUITY AND LIABILITIES 1
052 145
120 537 (45
844)
1
126 838

Segmented consolidated statement of financial position as of 31.03.2018*

CD PROJEKT RED GOG.com Consolidation eliminations Total
FIXED ASSETS 279 785 15 104 (15
484)
279 405
Tangible assets 16 206 2 663 - 18 869
Intangibles 44 644 1 243 - 45 887
Expenditures on development projects 155 548 10 227 - 165 775
Goodwill 46 417 - - 46 417
Investments in subsidiaries 15 484 - (15
484)
-
Shares in subsidiaries not subject to consolidation 452 - - 452
Deferred income tax assets 533 971 - 1 504
Other long-term receivables 501 - - 501
WORKING ASSETS 661 611 66 315 (7
339)
720 587
Inventories 272 - - 272
Trade receivables 19 107 3 231 (885) 21 453
Current income tax receivables 1 224 213 - 1 437
Other receivables 22 482 1 490 (6
454)
17 518
Prepaid expenses 2 130 15 738 - 17 868
Cash and cash equivalents 38 479 45 643 - 84 122
Bank deposits (maturity beyond 3 months) 577 917 - - 577 917
TOTAL ASSETS 941 396 81 419 (22
823)
999 992
CD PROJEKT RED GOG.com Consolidation eliminations Total
EQUITY 885 239 38 873 (15
484)
908 628
Equity attributable to equity holders of parent entity 885 239 38 873 (15
484)
908 628
Share capital 96 120 136 (136) 96 120
Supplementary capital 550 780 5 668 (4
672)
551 776
Other reserve capital 18 166 1 796 (1
796)
18 166
Exchange rate differences on valuation of foreign entities (50) (315) 470 105
Retained earnings 196 472 32 447 (9
350)
219 569
Net profit (loss) for the reporting period 23 751 (859) - 22 892
LONG-TERM LIABILITIES 2 850 42 - 2 892
Deferred revenues 2 772 39 - 2 811
Provisions for employee benefits and similar liabilities 78 3 - 81
SHORT-TERM LIABILITIES 53 307 42 504 (7
339)
88 472
Other financial liabilities 233 - - 233
Trade liabilities 5 842 26 503 (885) 31 460
Current income tax liabilities 154 234 - 388
Other liabilities 1 105 9 842 (6
454)
4 493
Deferred revenues 587 3 204 - 3 791
Provisions for employee benefits and similar liabilities 1 - - 1
Other provisions 45 385 2 721 - 48 106
TOTAL EQUITY AND LIABILITIES 941 396 81 419 (22
823)
999 992

* adjusted data

Activity segments

In the first quarter of 2019 the Capital Group engaged in business activities in two segments:

  • CD PROJEKT RED,
  • GOG.com.

CD PROJEKT RED

Videogame development is the main area of activity of the CD PROJEKT RED studio, which carries outs its operations as part of CD PROJEKT S.A. (domestic holding company), CD PROJEKT Inc. (USA), CD PROJEKT Co. Ltd. (China) and, insofar as online marketing is concerned, also CD PROJEKT RED STORE sp. z o.o. This activity focuses on two brands held by the Company: The Witcher and Cyberpunk.

It entails creation and publication of videogames, licensing the associated distribution rights, coordinating sales support, as well as manufacturing, distributing or licensing tie-in products which exploit the commercial appeal of brands owned by the Company.

In the scope of its publishing activities the Company also assumes responsibility for its promotional and advertising campaigns, and maintains direct relations with the player base through regular participation in trade fairs, as well as via electronic and social media channels.

Videogame development commenced in 2002 and initially focused on the studio's RPG debut: The Witcher. This game, set in Andrzej Sapkowski's fantasy world, was released in October 2007 to global acclaim, garnering over 100 awards and accolades.

The studio's main products currently include videogames – The Witcher, The Witcher 2: Assassins of Kings and The Witcher 3: Wild Hunt, along with two expansion packs – Hearts of Stone and Blood and Wine.

In 2018 the Company released the full version of GWENT: The Witcher Card Game, developed in collaboration with GOG sp. z o.o., as well as a single-player game – Thronebreaker: The Witcher Tales, built around similar gameplay mechanics.

CD PROJEKT RED is continuing its development work on the largest RPG release in the Studio's history: Cyberpunk 2077, set in a vibrant, technologically advanced world. Players assume the role of V – a cyberpunk who has recently migrated to the most crimeridden city of the future. Cyberpunk 2077 is based on the Cyberpunk 2020 pen-and-paper RPG system created by Mike Pondsmith.

GOG.com

GOG.com currently ranks among the world's foremost independent digital entertainment distribution platform, with over 2700 handpicked games licensed from over 600 developers and publishers worldwide. All games are distributed free of cumbersome DRM restrictions.

The GOG.com platform was launched in August 2008. Its initial mission was to revitalize major PC cult classics and offer them for sale to international customers with particular focus on English-speaking countries, i.e. United States, Canada, United Kingdom and Australia. The platform is now offered in English, French, German, Russian, Chinese and Polish – this includes full game localizations as well as dedicated customer support and integration with locally popular payment channels, accepting payments in thirteen currencies. GOG.com also carries releases for the macOS and Linux operating systems.

The Group relies on GOG.com to market its own products directly to end users – this includes The Witcher and The Witcher 2: Assassins of Kings, The Witcher 3: Wild Hunt (along with its expansion packs – Hearts of Stone and Blood and Wine, also offered as a Game of the Year Edition), Thronebreaker: The Witcher Tales and The Witcher Adventure Game. Thanks to GOG Galaxy support for GWENT networking features, GWENT in-game transactions carried out by users of the PC edition can take advantage of the sales and payment mechanisms offered by GOG.com.

The GOG.com team has also formed a consortium with CD PROJEKT RED to jointly develop and operate GWENT: The Witcher Card Game. In the framework of this consortium, GOG.com is responsible, among others, for the game's server infrastructure and networking features as well as for player support (jointly with CD PROJEKT RED).

Disclosure of the issuer's significant accomplishments and shortcomings in each activity segment in the first quarter of 2019

CD PROJEKT RED

GWENT: product development

At its earnings conference held on 27 March 2019 the Group announced a smartphone release of GWENT. The iPhone edition is scheduled for release in the fall of 2019 and will be followed by an Android release.

On 28 March 2019 the Group released GWENT's first expansion titled Crimson Curse. This expansion comprises over 100 new cards, along with five new leaders – some well known to fans of The Witcher franchise, others entirely new. The expansion was released simultaneously for the PC, PlayStation 4 and Xbox One.

Starting on 18 March, before the actual release, gamers could take advantage of a preorder offer, which included 40 discounted Crimson Curse kegs, a legendary skin – Blood Armor – for the Unseen leader as well as an animated card back design inspired by the expansion's theme.

On 16-17 March the Group organized another edition of the GWENT Open tournament with a prize pool of 25 000 USD. The tournament was won by Ni "wangid1" Lipao from China.

Events related to The Witcher videogames

On 8 February 2019 an add-on inspired by The Witcher 3: Wild Hunt was released for Monster Hunter: World on PlayStation 4 and Xbox One. Players who have reached Hunter Rank 16 may now impersonate Geralt of Rivia, a professional monster hunter. In addition, for a limited time (15 February – 1 March) the game offered a custom online quest tailored for experienced monster hunters. Gamers could face the Woodland Spirit as either Geralt or Ciri.

In the first quarter of 2019 CD PROJEKT RED was named Best Developer in the Steam Awards poll. Additionally, despite being almost 4 years old at this point, The Witcher 3: Wild Hunt carried the Best Environment category.

GOG.com

Publishing activities

In the first quarter of 2019 the catalogue of PC classics available on GOG.com was extended with cult classics from Blizzard Entertainment: Diablo appeared on 7 March and was followed on 28 March by Warcraft: Orcs & Humans and Warcraft II. Other new releases introduced in the first quarter included Sunless Skies, Foundation, Dawn of Man, Ape Out and The Occupation.

GOG.com also began accepting preorders for a hotly anticipated 2020 release: Vampire: The Masquerade – Bloodlines 2. This preorder drive is assisted by a significant marketing campaign.

Sales support

Digital distribution is strongly affected by sale campaigns. In the first quarter of 2019, in addition to weekly sales, GOG.com organized several themed promotional activities. The first of these was Hot Sale held in January, with bargain offers on over 100 games, including Winter Sale best-sellers. Each user of GOG.com could also claim a free copy of Distraint. The Lantern Festival Sale held in late February and coinciding with the Chinese New Year involved over 200 products, including many classics, such as Baldur's Gate, Neverwinter Nights, Fallout: New Vegas, Heroes of Might and Magic III, DOOM, Wing Commander and Dungeon Keeper.

From the sales perspective, the key event of the first quarter was the Spring Sale, involving over 600 games, along with brief periods during which selected games could be picked up at a massive discount. During this event the Company also announced suport for cloud saves for over 100 games running on the DOSBox emulator – most of which had been released in the early 90s.

Other achievements

On 8 March 2019 at a gala event held by the Polish Chamber of Brokerage Houses CD PROJEKT won second prize for investor relations among WIG30 companies. The poll, which involved assessment by 20 different entities – brokerage houses and investment funds – was carried out as a joint initiative of the Parkiet periodical and the Chamber of Brokerage Houses.

On 13 March 2019 CD PROJEKT once again claimed the main award of the Puls Biznesu ranking (20th edition) being named Company of the Year. The Company also carried the Growth Perspectives category, was the runner-up in the Board Competences category and took third place in the Product and Service Innovation category. Similarly to previous edition, the ranking was based on a survey carried out among approximately 100 capital market experts.

On 8 May (after the balance sheet date) the Group launched its CD PROJEKT RED STORE which carries out online marketing of tiein products associated with CD PROJEKT RED games. The store is available in Polish and English and currently serves the European Union. In the near future the Company intends to extend the Store's geographical reach to cover the United States and Canada, among others.

Disclosure of factors which may affect future Group results

Similarly to other entities which conduct activities on the domestic and international market, CD PROJEKT member companies are affected by a wide range of external factors, including changes in micro- and macroeconomic conditions, new legal regulations and fiscal reforms.

With regard to the upcoming quarterly periods, the CD PROJEKT Capital Group intends to continue carrying out activities in its two core segments – CD PROJEKT RED and GOG.com, as well as pursue new initiatives in the framework of Spokko and CD PROJEKT RED STORE. Specific vectors of development are laid out in the Strategy of the CD PROJEKT Capital Group for 2016-2021, announced in March 2016 and available on the Company website at https://www.cdprojekt.com/en/capital-group/strategy/.

Considering the external factors, the Management Board of CD PROJEKT S.A. expects that the financial results of the CD PROJEKT RED segment, and therefore of the entire Capital Group, will be significantly affected by ongoing projects, including activities related to their development and their appeal among gamers. In this context, current results are strongly dependent on the popularity of Witcher-themed games already published by the Company, whereas in future reporting periods focus will shift to the development progress and market reception of Cyberpunk 2077 and further projects.

To-date enthusiastic reception of the product by gamers and experts alike suggests that the brand carries considerable strength, both in terms of its appeal and market potential. Top-notch development quality along with further effective marketing activities surrounding the release of Cyberpunk 2077, PR activities, hype building and involvement in fostering a strong gamer community will all significantly affect the market performance of the upcoming product. In addition, the popularity and recognition of the Cyberpunk 2077 brand may also entice gamers who have not yet played The Witcher games to purchase the Company's earlier products.

Future results of the CD PROJEKT Capital Group may also depend on the popularity and effective animation of GWENT: The Witcher Card Game. Following the game's release in the final quarter of 2018, the team currently focuses on producing new content, new card sets and further expansions to follow Crimson Curse, as well as on organizing regular in-game events which increase player involvement.

GWENT: The Witcher Card Game is the first multiplayer game developed entirely by the CD PROJEKT Group, with CD PROJEKT RED and GOG collaborating on rolling out new technologies while expanding their respective skillsets and experience with managing online services. These technologies and the associated know-how are of strategic importance for the Group and its future development and publishing capabilities.

In the GOG.com segment, maintaining the current high sales volume should be supported by the customers' increasing tendency to turn to online channels for purchases.

GOG.com growth also depends on seeking additional brand-new products. The Company actively communicates with leading global developers and publishers of videogames, continually expanding its list of business partners and products offered. Each new release on GOG.com contributes to the platform's popularity and drives up sales. In addition to adding new products GOG sp. z o.o. also seeks to expand its user base by attracting new players – those who have not yet set up a GOG.com account. The Company has been successful in this regard, owing to its PR activities and synergies resulting from cooperation with CD PROJEKT S.A. The GOG.com customer pool continues to grow at a steady pace.

Since April 2017 GOG.com has offered players access to its GOG Galaxy technology stack, which supports (among others) unhindered online multiplayer gaming. This technology enables GOG.com to add more online games to its catalogue. Furthermore, releasing additional products with built-in GOG Galaxy multiplayer support may entice gamers to take up interest in other games offered on GOG.com. GOG Galaxy is continually expanded with new features, in line with gamers' and developers' expectations.

On 22 May the company presented GOG Galaxy 2.0 and launched subscriptions for a closed beta of the application. This new edition of the GOG Galaxy technology stack aims to enable, among others, inter-platform communication, integration of customers' game shelves across gaming platforms (including both the PC and consoles) as well as further enhancements in the scope of communication and achievement tracking in friend circles. Our new proposal will be a solution for all players on PCs and consoles – transcending GOG.com users.

The application is a response to the current market environment, which becomes increasingly fragmented through the growing number of new distribution outlets and consecutive titles published exclusively on selected platforms.

Further growth of activities in the GOG.com segment, including the potential to acquire unique know-how and experience, and to fully leverage the Company's technological expertise, will be influenced by the Company's involvement in the GWENT project, where GOG.com is responsible for networking and online sales.

Participation in the GWENT project and applying GOG Galaxy in the development of a free-to-play online game marks GOG.com's entry into a new market segment. The resulting technologies and experience will, in the Board's opinion, strongly affect future growth prospects of GOG.com in this heretofore unexplored area of the gaming market.

Disclosure of seasonal or cyclical activities

CD PROJEKT RED

CD PROJEKT RED usually takes between 2 and 4 years to produce a game. Initial development work occurs before the previous game in the series is complete and ready to be released.

GWENT: The Witcher Card Game, currently maintained by the Company, follows the "game as a service" model, where the scope of expenditures and revenue streams directly depends on the popularity of the service.

Figure 1 Impact of new releases on CD PROJEKT RED quarterly revenues from sales of products, goods and materials (PLN thousands).

GOG.com

The digital videogame distribution market, which is the main area of activity of GOG.com, is characterized by seasonal fluctuations in revenues. On an annual basis, the highest revenues are typically obtained in the second and fourth quarter while the lowest revenues occur in the first and third quarter. Sales in Q2 and Q4 are boosted by promotional activities organized in these periods.

The sales volume is also strongly dependent on the timing of new releases in each reporting period.

Strong revenues reported by GOG.com in the second quarter of 2015 were due to the release of The Witcher 3: Wild Hunt. Regarding the second quarter of 2016, that period was dominated by the release of Blood and Wine – a major expansion packs for The Witcher 3. In addition, GOG.com collects revenues associated with its participation in the GWENT: The Witcher Card Game project. Both in 2017 and in 2018 GWENT represented the most important product of the GOG.com segment.

Figure 2 GOG.com sales of goods and materials by quarter; 2011-2019 (PLN thousands)

Disclosure of key clients

The CD PROJEKT Capital Group collaborates with external clients whose share in revenues exceeds 10% of the consolidated sales revenues of the Capital Group.

Within the CD PROJEKT RED segment the activities of CD PROJEKT S.A. carried out in collaboration with one external client during Q1 2019 generated revenues which exceeded 10% of the consolidated sales revenues of the CD PROJEKT Capital Group – specifically, 18 872 thousand PLN, which represents 23.3% of the Group's consolidated sales revenues for this period.

The abovementioned client is not affiliated with CD PROJEKT S.A. or any of its subsidiaries. In other activity segments no single client accounted for more than 10% of the consolidated sales revenues of the Capital Group.

Supplementary information – additional notes and clarifications regarding the condensed interim consolidated financial statement

4

Note 1. Disclosure of circumstances affecting assets, liabilities, equity, net financial result and cash flows which are unusual due to their type, size or effect

Important events

The earnings reported by the CD PROJEKT Capital Group in Q1 2019 were primarily driven by sales of The Witcher 3: Wild Hunt together with its expansions – Hearts of Stone and Blood and Wine, sold separately as well as in the Game of the Year Edition bundle. Activities related to GWENT and Thronebreaker also had a significant impact on the Group's revenues.

Regarding ongoing development work, the bulk of the reported expenses were associated with Cyberpunk 2077.

No notable unusual circumstances affecting the Group's activities occurred in the first quarter of 2019.

Note 2. Tangible fixed assets

Changes in fixed assets (by category) between 01.01.2019 and 31.03.2019

Buildings and
structures
engineering
objects
Civil
Machinery
equipment
and
Vehicles Other fixed
assets
Fixed assets
construction
under
Total
Gross carrying amount as
of 01.01.2019
14 724 141 24 810 2 057 1 572 658 43 962
Increases from: 14 808 - 1 928 - 465 577 17 778
purchases 109 - 1 785 - 68 577 2 539
lease agreements 14 467 - - - - - 14 467
reclassification from fixed assets
under construction
173 - - - 397 - 570
acquisition free of charge - - 139 - - - 139
others 59 - 4 - - - 63
Reductions from: - - 142 - - 570 712
sales - - 15 - - - 15
disposal - - 127 - - - 127
reclassification from fixed assets
under construction
- - - - - 570 570
Gross carrying amount as
of 31.03.2019
29 532 141 26 596 2 057 2 037 665 61 028
Depreciation as of 01.01.2019 5 062 15 17 708 962 974 - 24 721
Increases from: 1 941 4 1 179 96 107 - 3 327
depreciation 1 928 4 1 177 96 107 - 3 312
others 13 - 2 - - - 15
Reductions from: - - 142 - - - 142
sales - - 15 - - - 15
disposal - - 127 - - - 127
Depreciation as of 31.03.2019 7 003 19 18 745 1 058 1 081 - 27 906
Impairment allowances
as of 01.01.2019
- - - - - - -
Impairment allowances
as of 31.03.2019
- - - - - - -
Net carrying amount as of 01.01.2019 9 662 126 7 102 1 095 598 658 19 241
Net carrying amount as of 31.03.2019 22 529 122 7 851 999 956 665 33 122

Contractual commitments for future acquisition of fixed assets

31.03.2019 31.12.2018* 31.03.2018*
Leasing of passenger cars 245 245 131
Total 245 245 131

* adjusted data

Fixed assets held under lease agreements

31.03.2019
Gross carrying
amount
Depreciation Net carrying
amount
Buildings and structures 14 510 1 535 12 975
Vehicles 1 173 334 839
Total 15 683 1 869 13 814
31.12.2018
Gross carrying
amount
Depreciation Net carrying
amount
Vehicles 1 173 275 898
Total 1 173 275 898
31.03.2018
Gross carrying
amount
Depreciation Net carrying
amount
Vehicles 625 136 489
Total 625 136 489

Note 3. Fixed assets held for sale

31.03.2019 31.12.2018 31.03.2018
Passenger car 49 49 -
Total 49 49 -

One of the passenger cars belonging to the Group was offered for sale. The sale transaction was carried out after the balance sheet date (i.e. after 31 March 2019) but prior to the publication date of this financial statement. The sale price, discounted by selling costs, was higher than the corresponding balance sheet value.

Note 4. Intangibles and expenditures on development projects

Changes in intangibles between 01.01.2019 and 31.03.2019

Development projects
progress
in
Development projects
completed
Trademarks Patents and licenses Copyrights Computer software Goodwill Intangibles under
construction
Others Total
Gross carrying amount
as of 01.01.2019
177 817 239 385 32 199 1 926 11 318 26 065 56 438 706 1 545 855
Increases from: 28 593 - - 202 - 479 - 158 - 29 432
purchases - - - 202 - 95 - 158 - 455
reclassification
from development
projects in
progress
- - - - - 384 - - - 384
own creation 28 593 - - - - - - - - 28 593
Reductions from: - - - - - - - 384 - 384
reclassification
from development
projects in
progress
- - - - - - - 384 - 384
Gross carrying amount
as of 31.03.2019
206 410 239 385 32 199 2 128 11 318 26 544 56 438 480 1 574 903
Depreciation as of
01.01.2019
- 174 386 - 1 048 - 20 956 - - 1 196 391
Increases from: - 7 058 - 84 - 705 - - - 7 847
depreciation - 7 058 - 84 - 705 - - - 7 847
Reductions - - - - - - - - - -
Depreciation as of
31.03.2019
- 181 444 - 1 132 - 21 661 - - 1 204 238
Impairment
allowances as of
01.01.2019
- - - - - - - - - -
Impairment
allowances as of
31.03.2019
- - - - - - - - - -
Net carrying amount
as of 01.01.2019
177 817 64 999 32 199 878 11 318 5 109 56 438 706 - 349 464
Net carrying amount
as of 31.03.2019
206 410 57 941 32 199 996 11 318 4 883 56 438 480 - 370 665

Contractual commitments for future acquisition of intangibles

None reported.

Note 5. Goodwill

No changes in goodwill occurred between 1 January and 31 March 2019.

Note 6. Investment properties

On 31 December 2018 the parent Company concluded a purchase agreement concerning one of two immovable properties located at Jagiellońska 76 in Warsaw, directly adjacent to its current headquarters. According to the agreement, the parent Company purchased perpetual usufruct of the land and all buildings and structures located thereupon. The main structure which comprises the property is an office building. As the parent Company intends to lease the property to other entities, including other member companies of the CD PROJEKT Capital Group, it has decided to report it as an investment property. The property will be classified at purchase cost less depreciation.

31.03.2019 31.12.2018 31.03.2018
Investment property in Warsaw at Jagiellońska 76 9 555 9 553 -
Activated costs related to the property - - -
Total 9 555 9 553 -

Contractual commitments for acquisition of investment properties

31.03.2019 31.12.2018 31.03.2018
Purchase of investment property in Warsaw at Jagiellońska 76 - 10 952 9 444
Total - 10 952 9 444

Note 7. Perpetual usufruct of land

Value and area of land subject to perpetual usufruct

31.03.2019 31.12.2018 31.03.2018
Perpetual usufruct of land in Warsaw at Jagiellońska 76 (2 913 m2
)
3 478 3 478 -
Total 3 478 3 478 -

Note 8. Inventories

Changes in inventories

31.03.2019 31.12.2018 31.03.2018
Goods 237 249 253
Other materials 8 9 19
Gross inventories 245 258 272
Inventory impairment allowances - - -
Net inventories 245 258 272

Changes in inventory impairment allowances

None reported.

Note 9. Trade and other receivables

Changes in receivables

31.03.2019 31.12.2018 31.03.2018
Trade and other receivables 71 811 56 239 38 971
from affiliates 60 31 93
from external entities 71 751 56 208 38 878
Impairment allowances 911 912 2 899
Gross receivables 72 722 57 151 41 870

Changes in impairment allowances on receivables

Trade
receivables
Other
receivables
Total
OTHER ENTITIES
Impairment allowances as of 01.01.2019 180 732 912
Increases - - -
Reductions from: 1 - 1
dissolution of allowances due to collection of receivables 1 - 1
Impairment allowances as of 31.03.2019 179 732 911

Current and overdue trade receivables as of 31.03.2019

Not overdue Days overdue
Total 1 – 60 61 – 90 91 – 180 181 – 360 >360
AFFILIATES
gross receivables 56 56 - - - - -
non-fulfillment ratio 0% 0% 0% 0% 0% 0%
impairment
allowances as
determined by non
fulfillment ratio
- - - - - - -
impairment
allowances as
individually assessed
- - - - - - -
total expected credit loss - - - - - - -
Net receivables 56 56 - - - - -
CD PROJEKT
Not overdue Days overdue
Total 1 – 60 61 – 90 91 – 180 181 – 360 >360
OTHER ENTITIES
gross receivables 29 990 29 597 177 30 6 - 180
non-fulfillment ratio 0% 0% 0% 0% 0% 4%
impairment
allowances as
determined by non
fulfillment ratio
- - - - - - -
impairment
allowances as
individually assessed
179 - - - - - 179
total expected credit loss 179 - - - - - 179
Net receivables 29 811 29 597 177 30 6 - 1
Total
gross receivables 30 046 29 653 177 30 6 - 180
impairment
allowances
179 - - - - - 179
Net receivables 29 867 29 653 177 30 6 - 1

Other receivables

31.03.2019 31.12.2018 31.03.2018
Other receivables, including: 41 944 19 231 17 518
tax returns except corporate income tax 16 261 15 311 13 468
advance payments for supplies 24 065 1 085 1 656
deposits 461 480 141
prepaid licensing royalties 1 107 620 451
advance payment for investment properties - 1 667 1 667
employee settlements 40 29 113
others 10 39 22
Impairment allowances 732 732 732
Other gross receivables 42 676 19 963 18 250

Note 10. Prepaid expenses

31.03.2019 31.12.2018* 31.03.2018*
Non-life insurance 80 117 82
Minimum guarantees; payments advanced to GOG 21 372 19 670 15 161
Software, licenses 1 269 890 954
Business travel (airfare, accommodation, insurance) 251 113 72
IT security 410 282 340
Production of marketing materials - - 363
Expenditures related to participation in fairs - - 508
Other prepaid expenses 550 430 388
Total prepaid expenses 23 932 21 502 17 868

* adjusted data

Note 11. Deferred income tax

Negative temporary differences requiring recognition of deferred tax assets

31.12.2018 increases reductions 31.03.2019
Provisions for other employee benefits 214 8 5 217
Provisions for compensation dependent on
financial result
14 356 2 556 151 16 761
Tax loss 2 760 - 282 2 478
Negative exchange rate differences 16 176 18 174
Employee compensation and social security
expenses payable in future reporting periods
6 1 2 5
Deferred revenues associated with adding
funds to virtual wallets and participation in the
additional benefits program
3 364 1 979 1 847 3 496
Other provisions 2 024 384 1 809 599
R&D tax relief 52 532 - - 52 532
Total negative temporary differences 75 272 5 104 4 114 76 262
Tax rate (Poland) 19% 19% 19% 19%
Deferred tax assets 14 302 970 782 14 490

Positive temporary differences requiring recognition of deferred tax provisions

31.12.2018* increases reductions 31.03.2019
Difference between net carrying value and net
tax value of fixed assets and intangibles
21 596 401 390 21 607
Income in the current period invoiced in the
following period, and sales returns in the
current period
30 793 15 776 25 872 20 697
Positive exchange rate differences 271 353 269 355
Difference between balance sheet value and
tax value of R&D expenditures
9 912 - 2 172 7 740
Other sources 490 16 81 425
Total positive temporary differences 63 062 16 546 28 784 50 824
Tax rate (Poland) 19% 19% 19% 19%
Deferred tax provisions 11 982 3 144 5 469 9 657

* adjusted data

Balance of deferred tax assets/provisions

31.03.2019 31.12.2018 31.03.2018
Deferred tax assets 14 490 14 302 9 622
Deferred tax provisions 9 657 11 982 8 118
Net deferred tax assets (provisions) 4 833 2 320 1 504

Income tax reported in profit/loss account

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Current income tax 7 452 9 647
Changes in deferred income tax (2 513) (3 382)
Income tax reported in profit/loss account 4 939 6 265

Note 12. Provisions for employee benefits and similar liabilities

31.03.2019 31.12.2018 31.03.2018
Provisions for retirement benefits and pensions 192 192 82
Total, including: 192 192 82
long-term provisions 190 190 81
short-term provisions 2 2 1

No changes in provisions for employee benefits and similar liabilities occurred between 1 January and 31 March 2019.

Note 13. Other provisions

31.03.2019 31.12.2018 31.03.2018
Provisions for warranty-covered repairs and returns 15 15 55
Provisions for liabilities, including: 25 053 23 149 48 051
financial statement audit and review expenses - 100 -
provisions for bought-in services 344 457 149
provisions for bonuses dependent on the financial result 24 520 21 246 47 856
provisions for other expenses 189 1 346 46
Total, including: 25 068 23 164 48 106
long-term provisions - - -
short-term provisions 25 068 23 164 48 106

Changes in other provisions

Provisions for
warranty
covered
repairs and
returns
Provisions for
bonuses
dependent on
financial result
Other
provisions
Total
As of 01.01.2019 15 21 246 1 903 23 164
Provisions created during fiscal year - 3 655 462 4 117
Provisions consumed - 381 1 800 2 181
Provisions dissolved - - 32 32
As of 31.03.2019, including: 15 24 520 533 25 068
long-term provisions - - - -
short-term provisions 15 24 520 533 25 068

Note 14. Other liabilities

31.03.2019 31.12.2018 31.03.2018
Liabilities associated with other taxation, duties, social security and
other payments, except corporate income tax
4 763 6 822 4 451
VAT 3 297 5 186 3 226
Flat-rate tax deducted at source 29 17 26
Personal income tax 596 1 019 514
Social security (ZUS) payments 802 571 645
National Fund for the Rehabilitation of the Disabled (PFRON)
payments
30 26 23
PIT-8A settlements 9 3 17
Other liabilities 26 145 33 566 42
Other settlements with employees 11 9 14
Other settlements with members of the management boards of
Capital Group member companies
2 30 20
Liabilities associated with purchase of investment properties - 10 952 -
Social Benefits Fund (ZFŚS) – other settlements - (31) (2)
Advance payments from foreign clients 26 132 22 606 10
Total other liabilities 30 908 40 388 4 493

Note 15. Disclosure of financial instruments

Fair value of financial instruments per class

The Management Board of the Group has performed an analysis of each class of financial instruments and came to the conclusion that the carrying amount of each instrument matches their respective fair value as of 31 March 2019, 31 December 2018 and 31 March 2018 respectively.

Financial assets – classification and appraisal

31.03.2019 31.12.2018 31.03.2018
Financial assets held at amortized cost 652 339 696 448 683 993
Other long-term receivables 570 570 501
Trade receivables 29 867 37 008 21 453
Cash and cash equivalents 155 119 103 878 84 122
Bank deposits (maturity beyond 3 months) 466 783 554 992 577 917
Capital market instruments held at purchase price 4 881 3 683 452
Shares in entities excluded from consolidation 4 881 3 683 452
Total financial assets 657 220 700 131 684 445

Financial liabilities – classification and appraisal

31.03.2019 31.12.2018 31.03.2018
Financial liabilities held at amortized cost 54 371 50 323 31 693
Trade liabilities 40 945 49 914 31 460
Other financial liabilities 13 426 409 233

Note 16. Sales revenues

Sales revenues by territory

01.01.2019 – 31.03.2019 01.01.2018 – 31.03.2018
PLN % PLN %
Domestic sales 3 642 4.50% 4 080 5.41%
Exports, including: 77 263 95.50% 71 355 94.59%
Europe 23 109 28.56% 23 605 31.30%
North America 46 817 57.87% 41 216 54.64%
South America 637 0.79% 642 0.85%
Asia 5 122 6.33% 4 295 5.69%
Australia 1 438 1.78% 1 399 1.85%
Africa 140 0.17% 198 0.26%
Total 80 905 100% 75 435 100%

Sales revenues by product type

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Own products 50 870 52 217
External products 29 960 23 213
Other revenues 75 5
Total 80 905 75 435

Sales revenues by distribution channel

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Box editions of videogames 3 488 6 618
Digital editions of videogames 76 761 68 072
Other revenues 656 745
Total 80 905 75 435

Note 17. Operating expenses

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018*
Depreciation and impairment of fixed assets, intangibles and development projects,
including:
1 980 1 186
- depreciation of buildings held under lease agreements 736 -
- depreciation of vehicles held under lease agreements 59 31
Consumption of materials and energy 456 339
Bought-in services, including: 13 092 15 302
- costs associated with short-term lease agreements and leasing of low-value
assets
93 -
Taxes and fees 163 128
Employee compensation, social security and other benefits 15 532 14 190
Business travel 577 349
Use of company cars 28 28
Value of goods and materials sold 21 708 16 105
Cost of products and services sold 7 005 28
Other expenses 11 57
Total 60 552 47 712
Selling costs 22 197 22 775
General and administrative costs 9 642 8 804
Cost of products, goods and materials sold 28 713 16 133
Total 60 552 47 712

* adjusted data

Note 18. Other operating revenues and expenses

Other operating revenues

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Subsidies 54 46
Reinvoicing revenues 274 151
Dissolution of other provisions - 25
Repossession gains 1 27
Insurance claims and compensation for damages - 16
Fixed assets and goods received free of charge 139 29
Other sales 20 17
Other miscellaneous operating revenues 22 8
Total operating revenues 510 319

Other operating expenses

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Donations 6 41
Reinvoicing expenses 276 157
Unrecoverable withholding tax 2 20
Disposal of materials and goods - 15
Expenses associated with other sales 19 56
Other miscellaneous operating expenses 1 35
Total operating expenses 304 324

Note 19. Financial revenues and expenses

Financial revenues

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Revenues from interest: 2 547 1 636
on short-term bank deposits 2 547 1 636
Other financial revenues - -
Total financial revenues 2 547 1 636

Financial expenses

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Interest payments: 192 12
on lease agreements 175 3
on budget commitments 17 9
Other financial expenses, including: 179 366
surplus negative exchange rate differences 179 366
Total financial expenses 371 378
Net balance of financial activities 2 176 1 258

Note 20. Short-term lease agreements and lease of low-value assets

The Group has entered into agreements concerning leasing of office equipment (multipurpose photocopiers, kitchen equipment) as well as apartments which potentially meet the criteria of lease agreements under IFRS 16. However, the Group regards these agreements as either short-term or concerning low-value assets and consequently does not apply the new standard to these agreements, in line with the exemption specified in Art. 5 of the new standard. In such cases lease payments are reported as costs during the period in which they are incurred, using either the straight-line method or another method which best reflects the breakdown of payments throughout the duration of the agreement (information regarding costs related to such agreements, incurred between 1 January and 31 March 2019, can be found in Note 17).

As of 31 March 2019 future minimum payments associated with irrevocable short-term lease agreements and lease agreements concerning low-value assets are as follows:

31.03.2019
less than 1 year 310
between 1 and 5 years 932
more than 5 years -
Total 1 242

Note 21. Issue, buyback and redemption of debt and capital securities

Issue of debt securities

Not applicable.

Issue of capital securities

31.03.2019 31.12.2018 31.03.2018
Stock volume (thousands) 96 120 96 120 96 120
Nominal value per share (PLN) 1 1 1
Share capital 96 120 96 120 96 120

Note 22. Dividends declared or paid out and collected

No dividends were declared or paid out by the Group Companies between 1 January and 31 March 2019.

Note 23. Transactions with affiliates

Rules governing transactions with affiliates

Intragroup transactions are conducted at market prices on the basis of the so-called arm's length principle. The principle stipulates that transactions between affiliated entities should be carried out under conditions similar to those which would otherwise apply to transactions carried out by unaffiliated entities.

The prices of goods and services exchanged within the CD PROJEKT Capital Group are estimated in accordance with OECD guidelines and national legislation. Transfer method selection is preceded by a thorough analysis of each transaction, which includes, among others, the assignment of responsibilities to each party, the assets involved and the corresponding allocation of risks and costs. In each case, the method regarded as most appropriate for the given transaction type is applied so that transactions between member companies of the CD PROJEKT Capital Group are carried out under conditions approximating those which unaffiliated entities could be expected to agree upon. Given that entities comprising the CD PROJEKT Capital Group fulfill the Corporate Income Tax Act provisions regarding transfer prices, they are obligated to submit the relevant tax forms.

Transactions with affiliates following consolidation eliminations

Sales to affiliates Purchases from affiliates
01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
SUBSIDIARIES
CD PROJEKT Co., Ltd. - 29 782 780
Spokko sp. z o.o. 65 - - -
CD PROJEKT RED STORE sp. z o.o. 54 - - -
GROUP MEMBER COMPANY EXECUTIVES
Marcin Iwiński 2 2 - -
Adam Kiciński 4 1 - -
Piotr Nielubowicz 1 1 - -
Michał Nowakowski 2 2 - -
Adam Badowski 1 - - -
Receivables from affiliates Liabilities due to affiliates
31.03.2019 31.12.2018 31.03.2018 31.03.2019 31.12.2018 31.03.2018
SUBSIDIARIES
CD PROJEKT Co., Ltd. - - 55 264 625 337
Spokko sp. z o.o. 21 28 - - - -
CD PROJEKT RED STORE sp. z o.o. 39 - - - - -
GROUP MEMBER COMPANY EXECUTIVES
Marcin Iwiński - - 23 - 2 19
Adam Kiciński 3 - 1 1 28 1
Michał Nowakowski - 3 4 - - -
Adam Badowski - - 3 - - -

Oleg Klapovskiy - - 7 1 - -

Note 24. Bad loans and breaches of loan agreements not subject to remedial proceedings as of the balance sheet date

Not applicable.

Note 25. Changes in conditional liabilities and assets since the close of the most recent fiscal year

Conditional liabilities from sureties and collateral pledged

Type of agreement Currency 31.03.2019 31.12.2018 31.03.2018
mBank
S.A.
Declaration of submission to enforcement Collateral for credit card agreement PLN 920 920 920
Promissory note agreement Framework agreement concerning forward and derivative
transactions
PLN 7 710 7 710 7 710
Promissory note agreement Collateral for lease agreement PLN 667 667 667
Ingenico Group S.A. (formerly
Global Collect Services BV)
Contract of guarantee Guarantee of discharge of liabilities by GOG sp. z o.o. EUR 155 155 155
Polish Agency for Enterprise Development (Polska Agencja Rozwoju Przedsiębiorczości)
Promissory note agreement Co-financing agreement no. UDA-POIG.08.02.00-14-524/13-00; POIG
Task 8.2
PLN - - 798
National Centre for Research and Development (Narodowe Centrum Badań i Rozwoju)
Promissory note agreement Co-financing agreement no. POIR.01.02.00-00-0105/16 PLN 7 934 7 934 7 934
Promissory note agreement Co-financing agreement no. POIR.01.02.00-00-0110/16 PLN 5 114 5 114 5 114
Promissory note agreement Co-financing agreement no. POIR.01.02.00-00-0112/16 PLN 3 857 3 857 3 857
Promissory note agreement Co-financing agreement no. POIR.01.02.00-00-0118/16 PLN 5 324 5 324 5 324
Promissory note agreement Co-financing agreement no. POIR.01.02.00-00-0120/16 PLN 1 234 1 234 1 234

Bank BGŻ BNP Paribas S.A. (formerly Raiffeisen Bank Polska S.A.)

Declaration of submission to enforcement
Framework agreement concerning forward and derivative transactions
PLN
-
- 25 000
---------------------------------------------------------------------------------------------------------------- ---------- --- --------

Santander Leasing S.A. (formerly BZ WBK Leasing S.A.)

Promissory note agreement Lease agreement no. CZ5/00013/2017 PLN 91 115 185
Promissory note agreement Lease agreement no. CZ5/00036/2017 PLN 40 50 80
Promissory note agreement Lease agreement no. CR/01390/2018 PLN 270 299 -

Santander Bank Polska S.A. (formerly BZ WBK S.A.)

Promissory note agreement Framework agreement concerning treasury transactions PLN 6 500 6 500 6 500
--------------------------- ------------------------------------------------------ ----- ------- ------- -------

Note 26. Changes in the structure of the Capital Group and its member entities occurring during the reporting period

On 14 January 2019 a new company was incorporated in the framework of the Capital Group under the name CD PROJEKT RED STORE sp. z o.o. CD PROJEKT S.A. holds 100% of shares of the new company.

Note 27. Agreements which may, in the future, result in changes in the proportion of shares held by shareholders and bondholders

On 24 May 2016 the General Meeting of Shareholders voted to institute a new incentive program covering the years 2016-2021. According to the program's conditions, a maximum of 6 000 000 entitlements may be granted. Implementation of the program may be carried out by issuing and assigning series B subscription warrants, entitling holders to claim Company shares issued as a conditional increase in the Company share capital, or by presenting entitled parties with an offer to buy existing shares which the Company will have previously bought back on the open market. In either case, implementation of the program is contingent upon meeting specific result goals (80% of entitlements) and market goals (20% of entitlements), in addition to a loyalty criterion which applies to each entitled party until such time as the attainment of either goal is officially declared.

In conjunction with assignment of Series B subscription warrants, the Company is also discretionarily empowered to present each entitled party with an offer to repurchase said warrants, in part or in whole, for redemption.

Note 28. Fiscal settlements

Fiscal settlements and other areas of activity governed by tax regulations may be subject to audits by administrative bodies authorized to impose high penalties and sanctions. The lack of entrenched legal regulations in Poland leads to numerous ambiguities and inconsistencies in this regard. Interpretation of existing tax law frequently varies from state organ to state organ as well as between state organs and business entities, giving rise to areas of uncertainty and conflict. These conditions increase tax risks in Poland beyond the level encountered in states with more developed fiscal systems.

As a rule, fiscal settlements may be subject to state audits within five years following the end of the period in which tax payment was effected.

The GAAR rule is applicable to transactions carried out following its introduction as well as to preceding transactions, if such transactions continued to generate tax benefits on the date of introduction of GAAR. Implementation of the abovementioned rules enables Polish tax authorities to question legal agreements concluded by taxable entities, such as restructuration and reorganization of the Capital Group, and also, in certain cases, refuse to issue binding interpretations upon which fiscal settlements can be carried out.

Note 29. Clarifications regarding the condensed interim consolidated statement of cash flows

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018*
Total cash and cash equivalents reported in the cash flow statement 155 119 84 122
Cash on balance sheet 155 119 84 122
Depreciation 1 980 1 186
Depreciation of intangible 339 282
Depreciation of development projects 75 22
Depreciation of fixed assets 1 566 882
Interest and profit sharing consists of: (2 372) (1 636)
Interest collected (2 547) (1 636)
Interest on lease agreements 175 -
Profit (loss) from investment activities consists of: (139) (29)
Fixed assets received free of charge (139) (29)
Changes in provisions consist of: 668 2 799
Balance of changes in provisions for liabilities 1 904 4 466
Provisions for compensation contingent upon the Group's financial result capitalized
on expenditures on development projects
(1 236) (1 667)
Changes in inventories consist of: 13 51
Balance of changes in inventories 13 51
Changes in receivables consist of: (17 225) 25 593
Balance of changes in short-term receivables (14 476) 23 435
Balance of changes in long-term receivables - (6)
Advance payments for investment properties (1 667) 727
Income tax set against withholding tax - 3 547
Adjustments for current income tax (1 082) (2 110)
Changes in short-term liabilities except financial liabilities consist of: (10 173) (7 706)
Balance of changes in short-term liabilities (12 465) (11 217)
Adjustments for current income tax (22) 3 069
Adjustments for changes in financial liabilities (5 962) (43)
Adjustments for liabilities associated with purchases of fixed assets (568) 234
Adjustments for liabilities associated with purchases of intangibles (171) 251
Adjustments for liabilities associated with purchases of investment properties 9 015 -
Changes in other assets and liabilities consist of: (968) (2 045)
Balance of changes in prepaid expenses (2 430) (3 572)
Balance of changes in deferred revenues 1 462 1 527
Other adjustments consist of: 2 918 2 955
Costs of incentive program 2 854 2 954
Depreciation aggregated with cost of sales and consortium settlements 58 7
Exchange rate differences 6 (6)

* adjusted data

Note 30. Cash flows and other non-monetary changes associated with financial liabilities

Non-monetary changes
01.01.2019 Cash flows Acquisitions of
fixed assets
under lease
agreements
Changes in
exchange rate
differences
Accrued
interest
31.03.2019
Lease
liabilities
409 (1 665) 14 462 45 175 13 426
Total 409 (1 665) 14 462 45 175 13 426
Non-monetary changes
01.01.2018 Cash flows Acquisitions of
fixed assets
under lease
agreements
Changes in
exchange rate
differences
Accrued
interest
31.03.2018
Lease
liabilities
338 (104) - (1) - 233
Total 338 (104) - (1) - 233

Note 31. Events occurring after the balance sheet data

On 4 April 2019 Mr. Oleg Klapovskiy tendered his resignation from the Management Board of the Company, effective on the date of the nearest General Meeting. The stated reason behind the resignation was the need for full involvement in the affairs of a subsidiary Company – GOG sp. z o.o. – including further expansion of the GOG.com platform and work on new projects which will affect the operation of the online store and the GOG.com platform as a whole.

On 23 April 2019 the Management Board of the Company adopted a resolution concerning approval and submission to the Ordinary General Meeting of a recommendation concerning the allocation of net profit obtained in 2018, a portion of which would be returned to Company shareholders in the form of a dividend.

The recommendation submitted by the Management Board to the Ordinary General Meeting of the Company concerned the allocation of net profit in the amount of 109 450 674.08 PLN (one hundred and nine million four hundred and fifty thousand six hundred and seventy-four PLN 08/100), and specifically allocation of 100 926 000.00 PLN (one hundred million nine hundred and twenty-six thousand PLN) to a dividend payable to Company shareholders at a rate of 1.05 PLN (one PLN 05/100) per share and transferring the remainder, i.e. 8 524 674.08 PLN (eight million five hundred and twenty-four thousand six hundred and seventyfour PLN 08/100) to the Company's reserve capital.

The Management Board also recommended that the dividend date be set to 31 May 2019 with dividend payment occurring on 13 June 2019.

The above recommendation was endorsed by the Supervisory Board of the Company on 24 April 2019.

Given that the date of the Ordinary General Meeting whose agenda includes a vote on the resolution concerning the dividend payment coincides with the publication date of this quarterly report and in light of the fact that the shareholders' decision in this matter is not yet known, the Company will disclose the final allocation of its net profit for 2018 by way of a separate current report.

On 24 April 2019 the Board of the Company announced that it had filed a cassation appeal against the judgment delivered on 21 December 2018 in the Company's lawsuit against the State Treasury for reimbursement of damages sustained by the Company as a result of erroneous decisions of tax authorities.

The appeal submitted by the Company concerns the portion of the judgment which reverses the earlier judgment of the District Court in Kraków (previously reported in Current report no. 13/2014 of 1 August 2014) by dismissing the lawsuit, as well as the portion in which the judgment dismisses the Company's appeal concerning the costs of legal proceedings.

Supplementary information

Śródroczne skrócone skonsolidowane sprawozdanie finansowe Grupy Kapitałowej CD PROJEKT za okres od 1 stycznia do 31 marca 2018 (wszystkie kwoty podane są w tys. złotych o ile nie podano inaczej) Załączone informacje stanowią integralną część niniejszego sprawozdania finansowego

65

5

Legal proceedings

The following legal proceedings took place during the reporting period (the presented status is valid for the publication date of this statement):

Litigation in which CD PROJEKT S.A. is the plaintiff or claimant

CD PROJEKT S.A. (formerly Optimus S.A.) vs. State Treasury

On 15 February 2006 the Management Board of Optimus S.A. filed a complaint in the District Court for the City of Kraków, 1st Civil Department seeking monetary damages from the State Treasury in the amount of 35 650.6 thousand PLN in relation to decisions issued by the Inspector of Treasury Control concerning VAT liabilities allegedly incurred by the Company's legal predecessor. On 24 November 2003 the Supreme Administrative Court in Warsaw vacated these decisions as unlawful.

On 9 December 2008 the District Court for the City of Kraków issued an interlocutory judgment holding the Optimus claim valid in rem. This judgment concerned the validity of the Company's claim for monetary damages. On 19 May 2009 this judgment was vacated by the Appellate Court for the City of Kraków, 1st Civil Department, which remanded the case to the District Court for further proceedings.

On 1 August 2014 the District Court for the City of Kraków issued a final judgment closing the proceedings in the court of first instance. The District Court's judgment awarded the Company 1 090.5 thousand PLN plus statutory interest for the period between 15 November 2005 and the remittance date, dismissing the lawsuit on all other counts.

On 9 October 2014 the Company filed an appeal against the District Court's judgment with regard to those sections in which the District Court dismissed the Company's claims, and also the section concerning the cost of legal proceedings associated with the case. A parallel appeal against the section in which the District Court affirms the Company's claims was filed by the State Treasury. On 21 December 2019 the Appellate Court altered the judgment of the court of first instance by dismissing the Company's lawsuit in its entirety.

The Company subsequently filed a cassation appeal against the aforementioned judgement insofar as it reverses the judgment of the District Court in Kraków by dismissing the lawsuit, as well as with regards to those parts of the judgement which concern the costs of legal proceedings.

No other significant legal, arbitration or administrative proceedings which would involve the parent Company or its subsidiaries as parties were initiated in the reporting period. Regarding other pending legal proceedings, no significant changes occurred in relation to the status presented in the annual financial statement for 2018.

Shareholder structure

Shareholders who control, directly or through subsidiaries, at least 5% of the total number of votes at the General Meeting of Shareholders of the parent entity as of the publication date of this quarterly statement

Qty. of votes at the GM % share in total
number of votes at the
GM
Marcin Iwiński 12 150 000 12.64%
Michał Kiciński 1 10 486 106 10.91%
Piotr Nielubowicz 6 135 197 6.38%
Nationale-Nederlanden PTE 2 4 998 520 5.20%
free float 62 350 177 64.87%

1 As disclosed in Current Report no. 49/2016 of 6 December 2016

2 As disclosed in Current Report no. 15/2017 of 13 July 2017

The percentage share in the share capital of the parent entity held by the above listed parties is equivalent to the amount of votes controlled by these parties at the General Meeting.

Changes in shareholder structure of the parent entity

No changes regarding shareholders who control over 5% of the total number of votes at the General Meeting occurred during the reporting period.

Company shares held by members of the Management Board and Supervisory Board

Changes in number of shares held by members of the Management Board and the Supervisory Board

Name Position As of 01.01.2019 As of 31.03.2019 As of 23.05.2019
Adam Kiciński President of the Board 3 322 481 3 322 481 3 322 481
Marcin Iwiński Vice President of the
Board
12 150 000 12 150 000 12 150 000
Piotr Nielubowicz Vice President of the
Board
6 135 197 6 135 197 6 135 197
Adam Badowski Board Member 150 000 150 000 150 000
Michał Nowakowski Board Member 37 650 37 650 37 650
Piotr Karwowski Board Member 8 000 8 000 8 000
Oleg Klapovskiy Board Member 1 042 1 042 1 042
Katarzyna Szwarc Chairwoman of the
Supervisory Board
10 10 10
Maciej Nielubowicz Supervisory Board
Member
51 51 51

Validation of published projections

The Group had not published any projections referring to the reporting period.

Condensed interim separate financial statement of CD PROJEKT S.A.

Condensed interim separate profit and loss account

Nota 01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Sales revenues 49 149 51 284
Revenues from sales of products 48 126 49 755
Revenues from sales of services 459 475
Revenues from sales of goods and materials 564 1 054
Cost of products, goods and materials sold 6 162 1 293
Cost of products and services sold 5 612 393
Value of goods and materials sold 550 900
Gross profit (loss) from sales 42 987 49 991
Selling costs 14 273 15 117
General and administrative costs 6 629 6 776
Other operating revenues 709 547
Other operating expenses 515 515
(Impairment losses)/reversal of impairment of financial instruments 1 169
Operating profit (loss) 22 280 28 299
Financial revenues 2 349 1 633
Financial expenses 227 11
Profit (loss) before tax 24 402 29 921
Income tax A 5 058 6 199
Net profit (loss) 19 344 23 722
Net earnings per share (in PLN)
Basic for the reporting period 0.20 0.25
Diluted for the reporting period 0.19 0.24

Condensed interim separate statement of comprehensive income

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Net profit (loss) 19 344 23 722
Other comprehensive income which will be entered as profit (loss) following
fulfillment of specific criteria
- -
Other comprehensive income which will not be entered as profit (loss) - -
Total comprehensive income 19 344 23 722

Condensed interim separate statement of financial position

Note 31.03.2019 31.12.2018 31.03.2018
FIXED ASSETS 404 310 369 328 273 540
Tangible assets 27 050 16 507 15 863
Intangibles 99 608 99 848 85 059
Expenditures on development projects 239 948 218 795 155 578
Investment properties 9 555 9 553 -
Perpetual usufruct of land 3 478 3 478 -
Investments in subsidiaries F 21 749 20 279 16 247
Other financial assets 195 298 -
Deferred income tax assets A 2 157 - 292
Other long-term receivables F 570 570 501
WORKING ASSETS 669 364 676 398 661 032
Inventories 245 258 272
Fixed assets held for sale 49 49 -
Trade receivables E,F 21 486 31 397 18 848
Current income tax receivables 117 1 396 1 224
Other receivables E 48 579 45 474 22 425
Other financial assets 432 421 327
Prepaid expenses 1 743 1 262 2 096
Cash and cash equivalents F 129 930 41 149 37 923
Bank deposits (maturity beyond 3 months) F 466 783 554 992 577 917
TOTAL ASSETS 1 073 674 1 045 726 934 572
Note 31.03.2019 31.12.2018 31.03.2018
EQUITY 993 810 971 515 878 356
Share capital 21* 96 120 96 120 96 120
Supplementary capital 739 799 739 799 539 294
Other reserve capital 29 096 26 145 18 166
Retained earnings 109 451 - 201 054
Net profit (loss) for the reporting period 19 344 109 451 23 722
LONG-TERM LIABILITIES 11 962 6 853 2 850
Other financial liabilities F 4 845 163 -
Deferred income tax provisions A - 204 -
Deferred revenues 6 933 6 302 2 772
Provisions for employee benefits and similar liabilities 184 184 78
SHORT-TERM LIABILITIES 67 902 67 358 53 366
Other financial liabilities F 5 028 246 233
Trade liabilities F 11 626 10 429 6 058
Other liabilities 27 337 34 960 1 104
Deferred revenues 183 187 587
Provisions for employee benefits and similar liabilities 2 2 1
Other provisions 23 726 21 534 45 383
TOTAL EQUITY AND LIABILITIES 1 073 674 1 045 726 934 572

* Detailed information concerning changes in this line item can be found in explanatory notes appended to the condensed interim consolidated financial statement.

Condensed interim statement of changes in separate equity

Share capital Supplementary
capital
Own shares Other reserve
capital
Retained earnings Net profit (loss) for
the reporting
period
Total equity
01.01.2019 –
31.03.2019
Equity as of
01.01.2019
96 120 739 799 - 26 145 109 451 - 971 515
Cost of incentive program - - - 2 951 - - 2 951
Total comprehensive income - - - - - 19 344 19 344
Equity as of
31.03.2019
96 120 739 799 - 29 096 109 451 19 344 993 810

Share capital Supplementary
capital
Own shares Other reserve
capital
Retained earnings Net profit (loss) for
the reporting
period
Total equity
01.01.2018 –
31.12.2018
Equity as of
01.01.2018
96 120 539 294 - 15 212 201 054 - 851 680
Cost of incentive program - - - 10 384 - 10 384
Creation of reserve capital to
finance purchase of own
shares
- (3
600)
- 3 600 - - -
Purchase of own shares - - 3 051 (3
051)
- - -
Transfer of own shares as
partial payment for purchase
of an enterprise
- 3 051 (3
051)
- - - -
Allocation of net
profit/coverage of losses
- 201 054 - - (201
054)
- -
Total comprehensive income - - - - - 109 451 109 451
Equity as of
31.12.2018
96 120 739 799 - 26 145 - 109 451 971 515

Condensed interim separate financial statement of CD PROJEKT S.A. for the period between 1 January and 31 March 2019

(all figures quoted in PLN thousands unless indicated otherwise)

The appended information constitutes an integral part of this financial statement.

Share capital Supplementary
capital
Own shares Other reserve
capital
Retained earnings Net profit (loss) for
the reporting
period
Total equity
01.01.2018 –
31.03.2018
Equity as of
01.01.2018
96 120 539 294 - 15 212 201 054 - 851 680
Cost of incentive program - - - 2 954 - - 2 954
Total comprehensive income - - - - - 23 722 23 722
Equity as of 31.03.2018 96 120 539 294 - 18 166 201 054 23 722 878 356

Condensed interim statement of changes in separate cash flows

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018*
OPERATING ACTIVITIES
Net profit (loss) 19 344 23 722
Total adjustments: (1 260) 19 017
Depreciation of fixed assets, intangibles and development projects 1 185 581
Depreciation of development projects recognized as cost of products and services
sold
5 244 -
Profit (loss) from exchange rate differences (13) (13)
Interest and profit sharing (dividends) (2 221) (1 545)
Profit (loss) from investment activities (139) (29)
Change in provisions 956 2 678
Change in inventories 13 51
Change in receivables (10 969) 18 725
Change in liabilities excluding credits and loans 1 836 (3 887)
Change in other assets and liabilities 146 (374)
Other adjustments 2 702 2 830
Cash flows from operating activities 18 084 42 739
Income tax on profit (loss) before taxation 5 058 6 199
Income tax (paid)/reimbursed (6 155) (12 944)
Net cash flows from operating activities 16 987 35 994

INVESTMENT ACTIVITIES

Inflows 276 474 183 416
Development expenditures reimbursed under the consortium agreement 16 122 -
Reimbursement of advance payment for investment properties and perpetual
usufruct of land
1 667 -
Repayment of long-term loans granted 105 -
Closing bank deposits (maturity beyond 3 months) 256 231 181 871
Other inflows from investment activities 2 349 1 545
Outflows 203 339 200 012
Purchases of intangibles and fixed assets 2 064 2 595
Expenditures on development projects 23 136 17 431
Purchase of investment properties and perpetual usufruct of land 9 017 -
Capital contributions to subsidiary 1 100 -
Advance payment for investment properties and perpetual usufruct of land - 727
Opening bank deposits (maturity beyond 3 months) 168 022 179 259
Net cash flows from investment activities 73 135 (16 596)

FINANCIAL ACTIVITIES

Inflows 144 130
Credits and loans - 130
Collection of receivables under financial lease agreements 134 -
Interest payments 10 -
Outflows 1 485 104
Payment of liabilities under lease agreements 1 347 104
Interest payments 138 -
Net cash flows from financial activities (1 341) 26
Total net cash flows 88 781 19 424
Change in cash and cash equivalents on balance sheet 88 781 19 424
Cash and cash equivalents at beginning of period 41 149 18 499
Cash and cash equivalents at end of period 123 930 37 923

* adjusted data

Clarifications regarding the separate statement of cash flows

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
The "other adjustments" line item comprises: 2 702 2 830
Cost of incentive program 2 581 2 729
Depreciation aggregated with cost of sales and consortium settlements 121 101

Assumption of comparability of financial statements and changes in accounting policies

The accounting practices applied in preparing this condensed interim separate financial statement, the Management Board's professional judgment concerning the Company's accounting practices as well as the main sources of uncertainty in estimations are in all material aspects consistent with the practices applied in preparing the Separate Financial Statement of CD PROJEKT S.A. for 2018, except for changes in practices and presentation-related adjustments described below. This condensed interim separate financial statement should be read in conjunction with the Company's separate financial statement for the year ending 31 December 2018.

Changes in accounting policies

Changes in accounting practices applicable to the Company are in all matters analogous to those described in the section titled "Assumption of comparability of financial statements and changes in accounting policies" of the consolidated financial statement for the period between 1 January and 31 March 2019.

The application of IFRS 16 affects the following line items in the separate financial statement for the period between 1 January and 31 March 2019:

As of 31.12.2018 Adjustments related
to implementation of
IFRS 16
As of 01.01.2019
Fixed assets
Tangible fixed assets, including: 16 507 10 674 27 181
- leased buildings - 10 674 10 674
Long-term liabilities
Other financial liabilities, including: 163 5 932 6 095
- lease of buildings - 5 932 5 932
Short-term liabilities
Other financial liabilities, including: 246 4 742 4 988
- lease of buildings - 4 742 4 742

Presentation changes

This condensed interim separate financial statement for the period between 1 January and 31 March 2019 includes certain adjustments in the presentation of financial data, introduced in order to maintain comparability of financial statements. The following presentation changes have been introduced with regard to financial data for the reference period between 1 January and 31 March 2018:

  • In the separate statement of cash flows for the period between 1 January and 31 March 2018 the presentation of advance payments for investment properties was adjusted as follows:
    • Advance payments for investment properties and perpetual usufruct of land adjusted by 727 thousand PLN
    • Changes in receivables adjusted by 727 thousand PLN.
  • In the separate statement of cash flows for the period between 1 January and 31 March 2018 the presentation of provisions for compensations capitalized upon expenditures on development projects was adjusted as follows:
    • Change in provisions adjusted by (1 667) thousand PLN
    • Expenditures on development projects adjusted by (1 667) thousand PLN.

Supplementary information concerning the separate financial statement of CD PROJEKT S.A.

Changes in allowances and provisions in the condensed interim separate financial statement of CD PROJEKT S.A. for the period between 1 January and 31 March 2019 are as follows:

  • 1 thousand PLN dissolution of impairment allowances due to collection of receivables,
  • 3 569 thousand PLN creation of provisions for compensation dependent on financial result,
  • 151 thousand PLN reduction in provisions for compensation dependent on financial result due to partial use,
  • 239 thousand PLN creation of other provisions,
  • 1 433 thousand PLN reduction in other provisions due to partial use,
  • 32 thousand PLN dissolution of other provisions.

A. Deferred income tax

Negative temporary differences requiring recognition of deferred tax assets

31.12.2018 increases reductions 31.03.2019
Provisions for other employee benefits 211 8 5 214
Provisions for compensation dependent on
financial result
13 411 2 470 151 15 730
Negative exchange rate differences 9 125 14 120
Other provisions 1 128 162 1 052 238
R&D tax relief 43 745 - - 43 745
Total negative temporary differences 58 504 2 765 1 222 60 047
Tax rate (Poland) 19% 19% 19% 19%
Total deferred tax assets 11 116 525 232 11 409

Positive temporary differences requiring creation of deferred tax provisions

31.12.2018* increases reductions 31.03.2019
Difference between net carrying amount and
net tax value of fixed assets and intangibles
22 752 401 306 22 847
Revenues obtained in the current period but
invoiced in future periods
29 545 15 385 24 741 20 189
Positive exchange rate differences 60 66 61 65
Difference between balance sheet value and
tax value of R&D expenditures
6 735 - 1 564 5 171
Other sources 489 16 81 424
Total positive temporary differences 59 581 15 868 26 753 48 696
Tax rate (Poland) 19% 19% 19% 19%
Total deferred tax provisions 11 320 3 015 5 083 9 252

* adjusted data

Balance of deferred tax assets/provisions

31.03.2019 31.12.2018 31.03.2018
Deferred tax assets 11 409 11 116 8 386
Deferred tax provisions 9 252 11 320 8 094
Net deferred tax assets (provisions) 2 157 (204) 292

Income tax reported in profit and loss account

01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
Current income tax 7 419 9 562
Change in deferred income tax (2 361) (3 363)
Income tax reported in profit and loss account 5 058 6 199

B. Goodwill

Goodwill acquired in business combinations and purchase of enterprises

31.03.2019 31.12.2018 31.03.2018
CD Projekt Red sp. z o.o. 39 147 39 147 39 147
Strange New Things (enterprise) 10 021 10 021 -
Total 49 168 49 168 39 147

Changes in goodwill

No changes in goodwill occurred between 1 January and 31 March 2019.

C. Business combinations

The Company did not merge with any other entity between 1 January and 31 March 2019.

D. Dividends declared or paid out and collected

The Company did not pay out or collect any dividends between 1 January and 31 March 2019.

E. Trade and other receivables

Changes in receivables

31.03.2019 31.12.2018 31.03.2018
Trade and other receivables 70 065 76 871 41 273
from affiliates 12 210 29 288 7 167
from external entities 57 855 47 583 34 106
Impairment allowances 911 912 2 899
Gross trade and other receivables 70 976 77 783 44 172

Changes in impairment allowances on receivables

Trade
receivables
Other
receivables
OTHER ENTITIES
Impairment allowances as of 01.01.2019 180 732
Increases - -
Reductions, including: 1 -
dissolution of allowances due to collection of receivables 1 -
Impairment allowances as of 31.03.2019 179 -

Current and past-due trade receivables as of 31.03.2019

Total Not overdue Days overdue
1 – 60 61 – 90 91 – 180 181 – 360 >360
AFFILIATES
gross receivables 874 874 - - - - -
non-fulfillment ratio 0% 0% 0% 0% 0% 0%
impairment
allowances as
determined by non
fulfillment ratio
- - - - - - -
impairment
allowances as
individually assessed
- - - - - - -
total expected credit loss - - - - - - -
Net receivables 847 874 - - - - -
OTHER ENTITIES
gross receivables 20 791 20 426 173 8 5 - 179
non-fulfillment ratio 0% 0% 0% 0% 0% 4%
impairment
allowances as
determined by non
fulfillment ratio
- - - - - - -
impairment
allowances as
individually assessed
179 - - - - - 179
total expected credit loss 179 - - - - - 179
Net receivables 20 612 20 426 173 8 5 - 179
Total
gross receivables 21 665 21 300 173 8 5 - 179
impairment
allowances
179 - - - - - 179
Net receivables 21 486 21 300 173 8 5 - -

Other receivables

31.03.2019 31.12.2018 31.03.2018
Other receivables, including: 48 579 45 474 22 425
tax returns except corporate income tax 14 880 14 272 12 703
advance payments for supplies 22 198 1 047 1 460
consortium settlements 11 333 28 308 6 454
deposits 135 160 52
employee settlements 30 16 82
advance payment for investment properties - 1 667 1 667
others 3 4 7
Impairment allowances 732 732 732
Other gross receivables 49 311 46 206 23 157

F. Disclosure of financial instruments

Fair value of financial instruments per class

The Company Board has assessed each class of financial instruments held by the Company and reached the conclusion that their carrying amount does not significantly differ from their corresponding fair value as of 31 March 2019, 31 December 2018 and 31 March 2018 respectively.

Financial assets – classification and appraisal

31.03.2019 31.12.2018 31.03.2018*
Financial assets held at amortized cost 618 769 628 108 635 189
Other long-term receivables 570 570 501
Trade receivables 21 486 31 397 18 848
Cash and cash equivalents 129 930 41 149 37 923
Bank deposits (maturity beyond 3 months) 466 783 554 992 577 917
Capital market instruments held at purchase price 21 749 20 279 16 247
Investments in subsidiaries 21 749 20 279 16 247
Total financial assets 640 518 648 387 651 436

* adjusted data

Financial liabilities – classification and appraisal

31.03.2019 31.12.2018 31.03.2018
Financial liabilities held at amortized cost 21 499 10 838 6 291
Trade liabilities 11 626 10 429 6 058
Other financial liabilities 9 873 409 233

G. Transactions with affiliates

Sales to affiliates Purchases from affiliates
01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
01.01.2019 –
31.03.2019
01.01.2018 –
31.03.2018
SUBSIDIARIES
GOG sp. z o.o. 2 246 1 909 18 31
CD PROJEKT Inc. - 7 1 033 1 280
CD PROJEKT Co., Ltd. - 29 762 605
Spokko sp. z o.o. 65 - - -
CD PROJEKT RED STORE sp. z o.o. 54 - - -
COMPANY BOARD MEMBERS

Marcin Iwiński 2 2 - -
Adam Kiciński 4 1 - -
Piotr Nielubowicz 1 1 - -
Michał Nowakowski 2 2 - -
Adam Badowski 1 - - -
Receivables from affiliates Liabilities due to affiliates
31.03.2019 31.12.2018 31.03.2018 31.03.2019 31.12.2018 31.03.2018
SUBSIDIARIES
GOG sp. z o.o. 12 720 29 257 7 081 8 48 -
CD PROJEKT Inc. 627 719 327 317 482 348
CD PROJEKT Co., Ltd. - - 55 264 603 287
Spokko sp. z o.o. 21 28 - - - -
CD PROJEKT RED STORE sp. z o.o. 39 - - - - -
Marcin Iwiński - - 23 - 2 19
Adam Kiciński 3 - 1 1 28 1
Michał Nowakowski - 3 4 - - -
Adam Badowski - - 3 - - -

Statement of the Management Board of the parent entity

With regard to the correctness of the condensed interim consolidated financial statement

Pursuant to the directive of the Finance Minister of 29 March 2018 regarding the publication of periodic and current reports by issuers of securities and the conditions for regarding as equivalent the information required under the laws of a non-member state (Journal of Laws of the Republic of Poland, 2018, item no. 757), the Management Board of the parent entity hereby states that, to the best of its knowledge, this condensed interim consolidated financial statement and comparative data contained herein have been prepared in accordance with all accounting regulations applicable to the CD PROJEKT Capital Group and that they constitute a true, unbiased and clear description of the finances and assets of the Capital Group as well as its current profit and loss balance.

This condensed interim consolidated financial statement conforms to International Financial Reporting Standards (IFRS) approved by the European Union and in force as of 1 January 2019. Where the above mentioned standards are not applicable the statement conforms to the Accounting Act of 29 September 1994 (Journal of Laws of the Republic of Poland, 2019, item no. 351 as amended) and to any secondary legislation based on said Act, as well as to the directive of the Finance Minister of 29 March 2018 regarding the publication of periodic and current reports by issuers of securities and the conditions for regarding as equivalent the information required under the laws of a non-member state (Journal of Laws of the Republic of Poland, 2018, item no. 757).

Approval of the financial statement

This financial statement covering the period between 1 January and 31 March 2019 was signed and approved for publication by the Management Board of CD PROJEKT S.A. on 23 May 2019.

Warsaw, 23 May 2019

Adam Kiciński Marcin Iwiński Piotr Nielubowicz Adam Badowski
President of the Board Vice President of the Board Vice President of the Board Board Member
Michał Nowakowski Oleg Klapovskiy Piotr Karwowski Rafał Zuchowicz
Board Member
Board Member
Board Member Chief Accountant