Interim / Quarterly Report • Mar 8, 2017
Interim / Quarterly Report
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Digital Bros S.p.A. Via Tortona, 37 – 20144 Milan, Italy VAT No. and tax code 09554160151 Authorised share capital: Euro 5,964,334.80 Milan Companies Register No. 290680 - Vol. 7394 Chamber of Commerce No. 1302132
This report can be downloaded from the Investors section of the Company's website www.digitalbros.
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| Contents | |
|---|---|
| ---------- | -- |
| Board of directors and supervisory bodies | 4 | |
|---|---|---|
| Directors' report | 6 | |
| 1. | Group structure | 6 |
| 2. | The video games market | 10 |
| 3. | Market seasonality | 13 |
| 4. | Significant events during the period | 14 |
| 5. | Analysis of results for the period ended 31 December 2016 | 15 |
| 6. | Analysis of the statement of financial position as at 31 December 2016 | 19 |
| 7. | Results of operating segments | 21 |
| 8. | Intercompany and related party transactions and atypical/unusual transactions | 34 |
| 9. | Treasury shares | 36 |
| 10. | Research and development | 36 |
| 11. | Reconciliation of result for the period and equity of parent company to those of Group |
37 |
| 12. | Contingent assets and liabilities | 39 |
| 13. | Subsequent events | 39 |
| 14. | Business outlook | 41 |
| 15. | Other information | 42 |
| Condensed consolidated financial statements for the period ended 31 December 2016 |
43 | |
| Consolidated statement of financial position as at 31 December 2016 | 45 | |
| Consolidated statement of profit or loss for the period ended 31 December 2016 Consolidated statement of comprehensive income for the period ended 31 |
46 | |
| December 2016 | 47 | |
| Consolidated statement of cash flows for the period ended 31 December 2016 Consolidated statement of changes in equity |
48 50 |
|
| Notes to the condensed consolidated financial statements for the period ended 31 December 2016 |
51 | |
| 1. | Introductory note | 52 |
| 2. | Basis of consolidation | 52 |
| 3. | Equity investments in associates and other companies | 54 |
| 4. | Business combinations | 54 |
| 5. | Analysis of the statement of financial position | 55 |
| 6. | Analysis of the statement of profit or loss | 75 |
| 7. | Non-recurring income and expenses | 78 |
| 8. | Information concerning operating segments | 79 |
| 9 | Other information | 84 |
| 10. | Related party transactions | 85 |
| 11. | Atypical or unusual transactions | 86 |
| Statement pursuant to Art. 154- Bis (5) of the Consolidated Finance Act | 87 |
(2) Non-executive directors
| Internal control and risk committee | Remuneration committee |
|---|---|
| Guido Guetta (Chairman) | Guido Guetta (Chairman) |
| Elena Morini | Elena Morini |
| Bruno Soresina | Bruno Soresina |
| Board of statutory auditors |
| Emanuela Maria Conti | Acting auditor |
|---|---|
| Simone Luigi Dalledonne | Acting auditor |
| Paolo Villa | Chairman |
| Vincenzo Miceli | Alternate auditor |
| Patrizia Riva | Alternate auditor |
The shareholders' meeting of 28 October 2014 appointed the members of the Board of Directors and Board of Statutory Auditors. The terms of office of the directors and statutory auditors will end with the shareholders' meeting held to approve the financial statements for the year ending 30 June 2017.
On 28 October 2016 the shareholders in general meeting approved the appointment of Paolo Villa as Chairman of the Board of Statutory Auditors and the appointment of Emanuela Maria Conti and Simone Luigi Dalledonne as acting auditors up to the end of the Board of Statutory Auditors' mandate. At the same time, the shareholders appointed Vincenzo Miceli and Patrizia Riva as alternate auditors and they shall remain in office up to the end of the Board of Statutory Auditors' mandate.
On 7 August 2007 the Board of Directors appointed the board member Stefano Salbe to the position of financial reporting manager pursuant to Art. 154 bis of Legislative Decree 58/98 and granted him adequate powers.
Deloitte & Touche S.p.A.
On 26 October 2012 the shareholders in general meeting appointed Deloitte & Touche S.p.A, Via Tortona 25, Milan, as external auditors up to the approval of the financial statements for the year ending 30 June 2021.
Publication of the half-yearly financial report of Digital Bros S.p.A. Group for the six months ended 31 December 2016 was authorised by resolution of the Board of Directors on 28 February 2017. Digital Bros S.p.A. is a company limited by shares incorporated and domiciled in Italy. It is listed on the STAR segment of the MTA market managed by Borsa Italiana S.p.A.
Digital Bros Group develops, publishes, distributes and markets video games on an international scale.
During the course of the previous financial year, the Group's organisational structure and operating segments were revised. The previous organisation was structured based on its distribution channels, International Publishing and Mobile, whereas it has been decided to focus on the type of games, namely Premium Games and Free to Play. The structure of the Development, Italian Distribution, Other Activities and Holding operating segments has remained unchanged.
The change made to the organisational structure was needed to reflect the differences that exist between Premium and Free to Play games in terms of production, product positioning, marketing and financial planning. The publishing of Free to Play games was initially limited to the Apple and Google marketplaces, while the Sony and Microsoft console marketplaces offered solely traditional Premium games. From the moment it became possible to publish Free to Play games for Sony Playstation 4 and Microsoft Xbox One consoles, there was no longer a need for a distribution channel based organisation as opposed to an organisation that is predominantly based on the type of games published.
Accordingly, the Group is organised into five operating segments:
Development: the Development operating segment designs and develops video games and similar applications. Its operations are conducted through a dedicated organisational structure. The operating segment undertakes development projects on behalf of Group companies and external customers. This work is performed exclusively by Pipeworks Inc.
Premium Games: its operations consist of the acquisition of video game content exploitation rights from developers and the subsequent distribution of the games through a traditional international sales network and via digital marketplaces such as Steam, Sony PlayStation Network and Microsoft Xbox Live.
The video games are normally acquired under exclusive licence and with international exploitations rights valid for several years. The Group operates globally in the Premium Games segment under the 505 Games brand.
Premium Games' operations were conducted during the period by the subsidiary 505 Games S.p.A., which coordinates the operating segment, together with 505 Games France S.a.s., 505 Games Ltd., 505 Games (US) Inc., 505 Games Spain Slu and 505 Games GmbH, which operate in the French, UK, U.S., Spanish and German markets, respectively. 505 Games Interactive (US) Inc. provides consulting services on behalf of 505 Games S.p.A. During the course of the period, the liquidation process concerning the Swedish company 505 Games Nordic AB was completed. Digital Bros China Ltd. operated in the period as a business developer for the Asian markets.
Free to Play: Its operations consist of the development and the publishing of video games that are made available to the public free of charge, but which allow the gamer to purchase credits to use subsequently during the various stages of the game. With respect to Premium video games, Free to Play games are generally simpler and have a longer lifespan, since the video game is continuously developed and improved subsequent to its launch, in order to encourage the public to continue playing and to spend money on the game.
The operating segment is coordinated by the subsidiary 505 Mobile S.r.l. together with the U.S. company 505 Mobile (US) Inc., which provides internal consulting services, the UK company DR Studios Ltd., which is a developer of Free to Play games and the newly formed company Hawken Entertainment Inc., which is the developer of the Hawken video game.
The Group operates globally in this segment under the 505 Mobile brand.
Italian Distribution: this consists of the distribution in Italy of video games purchased from international publishers.
Business operations are conducted by the parent, Digital Bros S.p.A., under the Halifax brand and by the subsidiary Game Entertainment S.r.l., which handles distribution via the newsstand distribution channel.
The Group also distributes the Yu-Gi-Oh! trading card game in Italy.
Other Activities: this operating segment handles all of the Group's less significant activities, which are thus allocated to a separate operating segment for a logical presentation of the results. It includes the operations of the subsidiary Game Network S.r.l., which manages paid games under concession from AAMS (Italian State Monopoly Administration) and the operations of the subsidiary Digital Bros Game Academy S.r.l., which organises specialist IT and gaming courses, training courses and professional update courses, inclusive of through the use of multimedia.
Holding: this includes all the coordinating functions carried out by Digital Bros S.p.A. on behalf of the various operating segments, particularly the implementation of sound financial policies to support the Group's operations, the management of the Group's property, brand management and the management of equity investments. The Holding operating segment also handles administration, management control and business development.
Details are provided below of the Group structure at 31 December 2016. All the investee companies shown are 100% held
7
During the period, the Group operated from the following locations:
| Company | Address | Function |
|---|---|---|
| Digital Bros S.p.A. | Via Tortona 37, Milan | Offices |
| Digital Bros S.p.A. | Via Boccaccio 95, Trezzano sul Naviglio (MI) | Logistics |
| 133 W. Broadway, Inc. | 133 W. Broadway, Suite 200, Eugene, Oregon, U.S.A. | Offices |
| Digital Bros China (Shenzhen) Ltd. | Tao Yuan Road, Nanshan district, Shenzhen 518062, China | Offices |
| Digital Bros Game Academy S.r.l. | Via Labus, 15 Milan | Offices |
| Digital Bros Holdings Ltd. | 402 Silbury Court, Silbury Boulevard, Milton Keynes, UK | Offices |
| DR Studios Ltd. | 4 Linford Forum, Rockingham Drive, Milton Keynes, U.K. | Offices |
| Game Entertainment S.r.l. | Via Tortona 37, Milan | Offices |
| 505 Games S.p.A. | Via Tortona 37, Milan | Offices |
| 505 Games France S.a.s. | 2, Chemin de la Chauderaie, Francheville, France | Offices |
| 505 Games Spain Slu | Calle Cabo Rufino Lazaro 15, Las Rozas de Madrid, Spain | Offices |
| 505 Games Ltd. | 402 Silbury Court, Silbury Boulevard, Milton Keynes, UK | Offices |
| 505 Games (US) Inc. | 5145 Douglas Fir Road, Calabasas, California, U.S.A. | Offices |
| 505 Games GmbH | Brunnfeld 2-6, Burglengenfeld, Germany | Offices |
| 505 Games Interactive (US) Inc. | 5145 Douglas Fir Road, Calabasas, California, U.S.A. | Offices |
| Game Network S.r.l. | Via Tortona 37, Milan | Offices |
| Game Service S.r.l. | Via Tortona 37, Milan | Offices |
| Hawken Entertainment Inc. | 5145 Douglas Fir Road, Calabasas, California, U.S.A. | Offices |
| Pipeworks Inc. | 133 W. Broadway, Suite 200, Eugene, Oregon, U.S.A. | Offices |
| 505 Mobile S.r.l. | Via Tortona 37, Milan | Offices |
| 505 Mobile (US) Inc. | 5145 Douglas Fir Road, Calabasas, California, U.S.A. | Offices |
Hawken Entertainment Inc., which is based in the United States and which was set up on 28 September 2016, commenced operations in the second quarter of the financial year.
At 31 December 2016 the Group had equity investments in the associates listed below:
| Name | Location | Holding | Carrying amount |
|---|---|---|---|
| Delta DNA Ltd. | Edinburgh, UK | 1.04% | 60 |
| Ebooks&Kids S.r.l. | Milan | 16% | 200 |
| Cityglance S.r.l. in liquidation | Milan | 42.5% | 45 |
| Ovosonico S.r.l. | Varese | 36.75% | 540 |
| Seekhana Ltd. | Milton Keynes, UK | 31.57% | 435 |
| Total equity investments | 1,280 |
The video games market is part of the broader entertainment industry. Films, publishing, video games and toys are sectors that share the same characters, brands, distinctive features and intellectual property.
The market is in constant flux and its growth rate is driven by non-stop technological advances. Gaming is no longer limited to traditional consoles, such as the various iterations of Sony Playstation and Microsoft Xbox, but has expanded to mobile phones and tablets. Widespread connectivity at increasingly lower costs and the availability of fibre optic networks and high speed mobile phones enable video games to become increasingly diversified, sophisticated and interactive. The widespread use of smartphones by the population, of all ages and walks of life, has led to creativity being expressed in a completely innovative manner that is also suitable for adults and females.
As is the case for almost all technological markets, the video games market for the Sony Playstation and Microsoft Xbox is cyclical as it is linked to the stage of development of the consoles for which the video games are developed. With the rollout of a given console, prices of the hardware and the video games designed therefor are high and relatively small quantities are sold. During their lifespan, console and game prices gradually go down, as they progress from new releases to maturity and the quantities sold increase along with a simultaneous increase in the quality of the video games. The video games market of a given console usually peaks in its fifth year on the market. The lifespan for consoles is currently around seven years. The Sony Playstation 4 and Microsoft Xbox One consoles were launched in November 2013.
High quality video games with high sales potential, in addition to being marketed on the digital marketplace, are also produced physically and distributed through traditional sales networks. In this case, the value chain is as follows:
Developers are those who create and program a game, which is usually based on an original idea, a successful brand, a film or sports simulations, etc. The developers retain the intellectual property rights, but they transfer the exploitation rights for a limited amount of time, as agreed by contract, to international video game publishers, which are therefore key players in the value chain when it comes to completing the game, enhancing its reputation and distributing it internationally thanks to their direct and indirect international sales networks.
Publishers usually finance the development phases of a video game. The publisher decides on a game's release schedule, its global pricing and sales policy and studies its product positioning and package design, while taking on all of the risks and, jointly with the developer, benefiting from all the opportunities that the video game may generate if it is a success.
The console manufacturer is the company that designs, engineers, produces and markets the hardware or platform on which consumers play the game. Sony is the Sony Playstation 4 console manufacturer, Microsoft is the Microsoft Xbox One console manufacturer and Nintendo is the Nintendo 3 DS and Nintendo Wii U console manufacturer. The console manufacturer stamps the game on behalf of publishers in facilities dedicated to the reproduction of software on the various physical storage devices used. The video game must be approved in advance by the manufacturer, through a structured process known as submission. Only publishers selected in advance will be allowed to publish games by the console manufacturer, according to a licensing publishing agreement. The console manufacturer and the video game publisher are often one and the same.
The role of the distributor varies from country to country. The more a market is fragmented, such as the Italian market, the more the distributor's role is integrated with that of the publisher, with the implementation of specific communication policies for the local market and the undertaking of public relations. In certain markets, such as the UK and the U.S., due to a high concentration of retailers, publishers usually have a direct commercial presence. The French and Spanish markets have an intermediate structure somewhere between the Italian and Anglo-Saxon markets.
The retailer is the outlet where the end consumer purchases a game. Retailers may be international chains specialised in the sale of video games, mass retail stores, specialised independent shops, or even online shopping web sites that sell directly to the public.
Consumers are moving more towards purchases of games on digital platforms and, accordingly, console manufacturers have developed marketplaces whereby video games can be sold directly to the end consumer without the need for a distributor or retailer.
The value chain is less complex for games distributed in digital format in the marketplaces and for those designed for smartphones and tablets, as indicated below:
The main marketplaces through which video games for consoles are sold to end consumers are: Sony's PlayStation Store, Microsoft's Xbox Live and Nintendo's eShop. Steam marketplace is the global leader in the digital distribution of games for personal computers. Through its subsidiaries, the Group has entered into distribution contracts with all of the marketplaces mentioned.
The increased weighting of sales via digital marketplaces has made it possible for publishers to extend the lifespan of products by the distribution of additional game episodes (so-called DLC, or downloadable content).
Free to Play video games are offered to the public solely in a digital format and, thus, as part of the second value chain presented. The marketplaces used are the App Store for iPhone and iPad video games and the Play Store for Android video games. The Group has published Free to Play video games on Sony's and Microsoft's marketplaces for consoles and on Steam for personal computers.
Digital distribution has made it possible to significantly extend the lifespan of each video game. In fact, a product's availability is not strictly limited to the launch period, as is the case with the retail market, but it remains available in individual marketplaces thereafter, thus, ensuring a continuous flow of sales that may be significantly affected by temporary promotional policies.
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Seasonality is influenced by the launch of successful products. Quarter-on-quarter results can be volatile depending on whether or not a popular new game is released. In fact, the launch of these products leads to a concentration of sales in the first few days following their release.
The seasonal pattern is even more pronounced for a video game publisher, which usually releases a limited number of games over a 12-month period, whereas a distributor can count on a steady stream of new products, as its business is to sell different publishers' games in a given geographical market.
The publication and distribution of video games in the digital marketplace mitigates the volatility of a publisher's results from one quarter to the next. In fact, in the event of digital distribution, revenue is recognised when the end consumer purchases a game from the marketplace. This process occurs more gradually over time and not prevalently in the days immediately after the launch, unlike traditional distribution, for which revenue is recognised at the time of shipment of the finished product to the distributor/dealer, regardless of whether it has been purchased by the end consumer. The fact that it is possible to offer product promotions on the main marketplaces in a fairly rapid and effective manner tends to concentrate revenue during such periods. It is evident that publishers try to plan their promotional campaigns for the more favourable phases of the market, such as the Christmas season for European markets or Black Friday for the American market.
The trend in Free to Play video games revenue is less influenced by seasonality factors than Premium video games, given that, up till now, successful Free to Play video games have achieved revenue growth over time without any particular peaks over the launch period, with certain rare exceptions relating to Free to Play video games that had been highly anticipated and with well known brands. The impact of promotions on revenue trends is significant, but, unlike the Premium video games market, promotions are frequently repeated after fairly short intervals and thus do not create distortive effects on the monthly revenue trend for each video game.
The financial position is also closely linked to the revenue trend. The physical distribution of a product in a quarter entails the concentration of net working capital investment, which is temporarily reflected by the level of net cash/debt until such time as the related sales revenue is collected. This factor is accentuated by the launch of Premium products, which also require net working capital investment for the physical production of a game.
The main events during the period were as follows:
| Period ended Period ended 31 December 2016 31 December 2015 Change |
|||||||
|---|---|---|---|---|---|---|---|
| Euro thousand | |||||||
| 1 | Gross revenue | 65,143 | 105.6% | 45,290 | 105.6% | 19,853 | 43.8% |
| 2 | Revenue adjustments | (3,453) | -5.6% | (2,396) | -5.6% | (1,057) | 44.1% |
| 3 | Net revenue | 61,690 | 100.0% | 42,894 | 100.0% | 18,796 | 43.8% |
| 4 | Purchase of products for resale | (15,687) | -25.4% | (12,091) | -28.2% | (3,596) | 29.7% |
| 5 | Purchase of services for resale | (4,053) | -6.6% | (3,286) | -7.7% | (767) | 23.4% |
| 6 | Royalties | (17,913) | -29.0% | (7,969) | -18.6% | (9,944) | n.m. |
| 7 | Changes in inventories of finished products |
1,147 | 1.9% | (1,685) | -3.9% | 2,832 | n.m. |
| 8 | Total cost of sales | (36,506) | -59.2% | (25,031) | -58.4% | (11,475) | 45.8% |
| 9 | Gross profit (3+8) | 25,184 | 40.8% | 17,863 | 41.6% | 7,321 | 41.0% |
| 10 | Other income | 883 | 1.4% | 2,764 | 6.4% | (1,881) | -68.0% |
| (6,216) | -10.1% | (6,744) | -15.7% | 528 | -7.8% | ||
| 11 12 |
Cost of services Lease and rental charges |
(728) | -1.2% | (784) | -1.8% | 56 | -7.1% |
| 13 | Labour costs | (10,403) | -16.9% | (9,836) | -22.9% | (567) | 5.8% |
| 14 | Other operating costs | (1,209) | -2.0% | (766) | -1.8% | (443) | 57.8% |
| 15 | Total operating costs | (18,556) | -30.1% | (18,130) | -42.3% | (426) | 2.4% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | 7,511 | 12.2% | 2,497 | 5.8% | 5,014 | n.m. |
| 17 | Depreciation and amortisation | (3,195) | -5.2% | (1,791) | -4.2% | (1,404) | 78.4% |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | (405) | -0.7% | (425) | -1.0% | 20 | -4.6% |
| Reversal of impairment losses and non | |||||||
| 20 | monetary income Total non-monetary income and |
0 | 0.0% | 588 | 1.4% | (588) | 0.0% |
| 21 | operating costs | (3,600) | -5.8% | (1,628) | -3.8% | (1,972) | n.m. |
| 22 | Operating margin (EBIT) (16+21) | 3,911 | 6.3% | 869 | 2.0% | 3,042 | n.m. |
| 23 | Interest and finance income | 8,725 (1,963) |
14.1% -3.2% |
1,972 (865) |
4.6% -2.0% |
6,753 (1,098) |
n.m. n.m. |
| 24 25 |
Interest expense and finance costs Net finance income (costs) |
6,762 | 11.0% | 1,107 | 2.6% | 5,655 | n.m. |
| 26 | Profit before tax (22+25) | 10,673 | 17.3% | 1,976 | 4.6% | 8,697 | n.m. |
| 27 | Current tax | (3,429) | -5.6% | (1,665) | -3.9% | (1,764) | n.m. |
| 28 | Deferred tax | 152 | 0.2% | 938 | 2.2% | (786) | n.m. |
| 29 | Total income tax expense | (3,277) | -5.3% | (727) | -1.7% | (2,550) | n.m. |
| 30 | Profit for the period (26+29) | 7,396 | 12.0% | 1,249 | 2.9% | 6,147 | n.m. |
| 33 | Earnings per share: Basic earnings per share (in euros) |
0.53 | 0.09 | 0.44 | n.m. | ||
| 34 | Diluted earnings per share (in euros) | 0.53 | 0.09 | 0.44 | n.m. |
Note: "n.m." in this and the tables which follow stands for not meaningful
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
Gross consolidated revenue for the half-year amounted to Euro 65,143 thousand, up by 43.8% on the figure for the first half of the previous financial year of Euro 45,290 thousand. The launch in the half-year of the Assetto Corsa video game and the continuous revenue stream arising from sales of the Rocket League video game, launched at the end of the prior year, were determinants of the Group's performance in the half-year.
In addition to the positive trend in revenue reported by the Premium Games operating segment that grew by Euro 19,317 thousand, the period benefited from growth in revenue reported by the Free to Play and Development operating segments that was up by Euro 1,983 thousand and Euro 1,947 thousand, respectively. The Italian Distribution operating segment reported a falling trend with a loss in turnover in the half-year of Euro 3,462 thousand.
A breakdown is provided below of revenue by operating segment for the periods ended 31 December 2016 and 2015:
| Euro thousand | Gross revenue | Net revenue | ||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | Change | 2016 | 2015 | Change | |||
| Premium Games | 47,535 | 28,218 | 19,317 | 68.5% | 45,201 | 26,890 | 18,311 | 68.1% |
| Italian Distribution | 10,475 | 13,937 | (3,462) | -24.8% | 9,580 | 12,913 | (3,333) | -25.8% |
| Free to Play | 3,866 | 1,883 | 1,983 | n.m. | 3,866 | 1,883 | 1,983 | n.m. |
| Development | 2,863 | 916 | 1,947 | n.m. | 2,863 | 916 | 1,947 | n.m |
| Other Activities | 404 | 336 | 68 | 20.2% | 180 | 292 | (112) | -38.4% |
| Total gross | ||||||||
| revenue | 65,143 | 45,290 | 19,853 | 43.8% | 61,690 | 42,894 | 18,796 | 43.8% |
Revenue reported by the Premium Games operating segment amounted to Euro 47,535 thousand and was the major contributor to consolidated revenue, as had also been the case in prior years. Details are provided below of revenue by video game:
| Amounts in Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Rocket League | 13,927 | 0 | 13,927 |
| Assetto Corsa | 9,119 | 0 | 9,119 |
| PAYDAY 2 | 7,519 | 11,146 | (3,627) |
| Terraria | 7,448 | 9,204 | (1,756) |
| Sniper Elite V3 | 2,916 | 4,124 | (1,208) |
| Abzu | 2,865 | 0 | 2,865 |
| Other products | 1,271 | 878 | 393 |
| How to Survive | 865 | 806 | 59 |
| Portal Knights | 855 | 0 | 855 |
| Brothers | 406 | 2,060 | (1,654) |
| Virginia | 344 | 0 | 344 |
| Total Premium Games gross revenue | 47,535 | 28,218 | 19,317 |
The operating segment's revenue was substantially boosted by sales of products launched in the half-year, namely Assetto Corsa (Euro 9,119 thousand) and Abzu (Euro 2,865 thousand). However, the product that generated the highest volumes during the period was Rocket League (retail versions for the Sony
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Playstation 4 and Microsoft Xbox One platforms), which produced revenue of Euro 13,927 thousand. The video game was launched in June 2016 and has remained in the video games sales charts throughout the period.
The video games, which have been drivers of the Group's results in recent years, that is, PAYDAY 2 and Terraria, generated revenue in the half-year of Euro 7,519 thousand and Euro 7,448 thousand, respectively, despite the fact that they were launched years ago, providing proof of the extremely long lifespan that video games may now count on following the digitalisation of the market.
Of note, especially with a view to the future, is the trend in sales of Portal Knights, a video game for which the intellectual property pertaining thereto is fully held by the Group. During the half-year, only an Early Access PC version of the game was available on the Steam marketplace and it generated revenue of Euro 855 thousand. The final PC version of the video game, together with the brand new console versions, shall be available as from the fourth quarter.
The decrease in revenue reported by the Italian Distribution operating segment was attributable to a fall in revenue generated by the distribution of video games and in revenue arising from the sale of Yu-gi-oh! trading cards. In the comparative half-year the operating segment had in fact benefited from the simultaneous launch of PES 2016 and Metal Gear Solid, which was not replicated in the half-year just ended.
Worthy of note is the percentage growth in revenue reported by the Free to Play operating segment that more than doubled from Euro 1,883 thousand reported in the comparative half-year to Euro 3,866 thousand in the period just ended. This operating segment also benefited from the launch of new products such as Hawken and Prominence Poker, even though the video game that generated the largest portion of revenue was Gems of War, which was launched in November 2014 and which generated revenue in the half-year of Euro 1,502 thousand.
The focus of the U.S. subsidiary Pipeworks' operations almost entirely on job orders for non-Group third party customers made it possible to more than triple revenue achieved by the Development operating segment that went from Euro 916 thousand for the comparative half-year to Euro 2,863 thousand for the period ended 31 December 2016.
The Other Activities operating segment's revenue amounted to Euro 404 thousand and related to sales generated by the Daily Fantasy Sport Fantasfida and revenue generated by courses organised by Digital Bros Game Academy S.r.l.
Cost of sales in the half-year amounted to Euro 36,506 thousand, with the increase therein having been in line with the revenue trend.
There was a notable decrease compared to the prior year comparative period in other income, which fell from Euro 2,764 thousand to Euro 883 thousand in the first half of the current financial year and which consists of the capitalisation of internal development costs for video games in a development phase by the subsidiaries DR Studios Ltd. and Pipeworks Inc., in line with a lower use of resources by the latter on Group products.
Operating costs increased by Euro 426 thousand, which was significantly lower than the turnover trend. In addition to the natural effect of operating leverage triggered by revenue growth, there was also a decrease in advertising expenditure on the Daily Fantasy Sport Fantasfida that had characterised the first half of the last financial year.
The gross operating margin (EBITDA) amounted to Euro 7,511 thousand in the half-year just ended and has more than tripled compared to the figure for the period ended 31 December 2015 of Euro 2,497 thousand.
Non-monetary operating costs, net of non-monetary income, increased by Euro 1,972 thousand due to an increase in amortisation relating to intellectual property acquired by the Group and in line with expenditure by the Group on intellectual property.
The operating margin (EBIT) increased by Euro 3,042 thousand, having gone from Euro 869 thousand for the period ended 31 December 2015 to Euro 3,911 thousand for the period just ended.
Net finance income amounted to Euro 6,762 thousand, compared to Euro 1,107 thousand for the comparative prior year period. Interest and finance income increased by Euro 6,753 thousand compared to the comparative prior year period. This mainly consisted of gains recognised in the half-year on the sale and purchase of Starbreeze shares of Euro 7,598 thousand and exchange gains of Euro 1,045 thousand. Interest expense and finance costs amounted to Euro 1,963 thousand, representing an increase of Euro 1,098 thousand compared to the figure reported for the period ended 31 December 2015, attributable to losses recognised in the half-year on the sale and purchase of Starbreeze shares and higher exchange losses.
Profit before tax for the period ended 31 December 2016 came to Euro 10,673 thousand, up by Euro 8,697 thousand compared to the amount reported for the period ended 31 December 2015 of Euro 1,976 thousand.
Profit for the period amounted to Euro 7,396 thousand, having increased by Euro 6,147 thousand compared to the profit for the period ended 31 December 2015 of Euro 1,249 thousand.
Basic and diluted earnings per share came to Euro 0.53, compared to earnings per share for the comparative prior year period of Euro 0.09.
The Group's results by operating segment, including through its subsidiaries, are presented in greater detail in Section 7.
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | ||
|---|---|---|---|---|---|
| Non-current assets | |||||
| 1 | Property, plant and equipment | 6,999 | 7,032 | (33) | -0.5% |
| 2 | Investment property | 0 | 0 | 0 | 0.0% |
| 3 | Intangible assets | 17,461 | 10,458 | 7,003 | 67.0% |
| 4 | Equity investments | 1,280 | 898 | 382 | 42.5% |
| 5 | Non-current receivables and other assets | 1,056 | 1,056 | 0 | 0.0% |
| 6 | Deferred tax assets | 2,794 | 2,619 | 175 | 6.7% |
| Total non-current assets | 29,590 | 22,063 | 7,527 | 34.1% | |
| Non-current liabilities | |||||
| 7 | Employee benefits | (544) | (529) | (15) | 2.8% |
| 8 | Non-current provisions | (26) | (36) | 10 | -26.4% |
| 9 | Other non-current payables and liabilities | 0 | (252) | 252 | n.m. |
| Total non-current liabilities | (570) | (817) | 247 | -30.2% | |
| Net working capital | |||||
| 10 | Inventories | 13,080 | 11,933 | 1,147 | 9.6% |
| 11 | Trade receivables | 32,086 | 34,840 | (2,754) | -7.9% |
| 12 | Current tax assets | 2,709 | 2,019 | 690 | 34.2% |
| 13 | Other current assets | 4,431 | 5,034 | (603) | -12.0% |
| 14 | Trade payables | (24,704) | (21,712) | (2,992) | 13.8% |
| 15 | Current tax liabilities | (6,878) | (6,211) | (667) | 10.8% |
| 16 | Current provisions | 0 | 0 | 0 | n.m. |
| 17 | Other current liabilities | (2,005) | (2,312) | 307 | -13.3% |
| Total net working capital | 18,719 | 23,591 | (4,872) | -20.7% | |
| Capital and reserves | |||||
| 18 | Share capital | (5,644) | (5,644) | 0 | n.m. |
| 19 | Reserves | (18,797) | (20,804) | 2,006 | -9.6% |
| 20 | Treasury shares | 0 | 390 | (390) | n.m. |
| 21 | Retained earnings (accumulated losses) | (29,364) | (22,290) | (7,074) | 31.7% |
| Total equity | (53,805) | (48,348) | (5,457) | 11.3% | |
| Total net assets | (6,066) | (3,511) | (2,555) | 72.8% | |
| 22 | Cash and cash equivalents | 6,756 | 2,785 | 3,971 | n.m. |
| 23 | Current bank debt | (3,474) | (25,929) | 22,455 | -86.6% |
| Other current financial assets and | |||||
| 24 | liabilities | 1,759 | 28,913 | (27,154) | -93.9% |
| Current net cash/debt | 5,041 | 5,769 | (728) | -12.6% | |
| 25 | Non-current financial assets | 1,310 | 1,195 | 115 | 9.6% |
| 26 | Non-current bank debt | (237) | (1,558) | 1,321 | -84.8% |
| 27 | Other non-current financial liabilities | (48) | (1,895) | 1,847 | -97.5% |
| Non-current net debt | 1,025 | (2,258) | 3,283 | n.m. | |
| Total net cash/debt | 6,066 | 3,511 | 2,555 | 72.8% |
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
Non-current assets increased with respect to the balance at 30 June 2016 by Euro 7,527 thousand mainly due to net expenditure on intangible assets of Euro 7,003 thousand relating to the acquisition and production of intellectual property and an increase in deferred tax assets of Euro 175 thousand. Equity investments increased by Euro 382 thousand due to the subscription to further portions of the capital of Seekhana Ltd. and Ovosonico S.r.l. for amounts of Euro 262 thousand and Euro 120 thousand, respectively. The equity interests held in the two companies at the period end were 31.57% and 36.75%, respectively.
Non-current liabilities decreased by Euro 247 thousand due to the classification within working capital payables of the variable remuneration linked to the medium/long-term incentive scheme for directors and key managers that will be paid in September 2017.
Net working capital decreased in the period by Euro 4,872 thousand. An analysis of net working capital together with comparative figures at 30 June 2016 is provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | |
|---|---|---|---|---|
| Inventories | 13,080 | 11,933 | 1,147 | 9.6% |
| Trade receivables | 32,086 | 34,840 | (2,754) | -7.9% |
| Current tax assets | 2,709 | 2,019 | 690 | 34.2% |
| Other current assets | 4,431 | 5,034 | (603) | -12.0% |
| Trade payables | (24,704) | (21,712) | (2,992) | 13.8% |
| Current tax liabilities | (6,878) | (6,211) | (667) | 10.8% |
| Current provisions | 0 | 0 | 0 | n.m. |
| Other current liabilities | (2,005) | (2,312) | 307 | -13.3% |
| Total net working capital | 18,719 | 23,591 | (4,872) | -20.7% |
Net cash amounted to Euro 6,066 thousand, representing an improvement of Euro 2,555 thousand compared to net cash of Euro 3,511 thousand at 30 June 2016.
An analysis of net cash/debt together with comparative figures at 30 June 2016 is provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | |
|---|---|---|---|---|
| Cash and cash equivalents | 6,756 | 2,785 | 3,971 | n.m. |
| Current bank debt | (3,474) | (25,929) | 22,455 | -86.6% |
| Other current financial assets and liabilities | 1,759 | 28,913 | (27,154) | -93.9% |
| Current net cash/debt | 5,041 | 5,769 | (728) | -12.6% |
| Non-current financial assets | 1,310 | 1,195 | 115 | 9.6% |
| Non-current bank debt | (237) | (1,558) | 1,321 | -84.8% |
| Other non-current financial liabilities | (48) | (1,895) | 1,847 | -97.5% |
| Non-current net debt | 1,025 | (2,258) | 3,283 | n.m. |
| Total net cash/debt | 6,066 | 3,511 | 2,555 | 72.8% |
For a more in-depth analysis of cash flow, reference should be made to the consolidated statement of cash flows.
Following the changes made to the operating segments' structure as explained in the paragraph on Group structure, the prior year figures have been restated to reflect the current operating segments.
Financial highlights (reclassified)
| Amounts in Euro thousand | Development | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2016 | Period ended | Period ended 31 December 2015 |
Change | ||||
| 1 | Gross revenue | 2,863 | 100.0% | 916 | 100.0% | 1,947 | n.m. |
| 2 | Revenue adjustments | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Net revenue | 2,863 | 100.0% | 916 | 100.0% | 1,947 | n.m. |
| 4 | Purchase of products for resale | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Purchase of services for resale | (313) | -10.9% | (342) | -37.3% | 29 | -8.2% |
| 6 | Royalties | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Changes in inventories of finished products | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 8 | Total cost of sales | (313) | -10.9% | (342) | -37.3% | 29 | -8.2% |
| 9 | Gross profit (3+8) | 2,550 | 89.1% | 574 | 62.7% | 1,976 | n.m. |
| 10 | Other income | 351 | 12.3% | 2,188 | 239.0% | (1,837) | -84.0% |
| 11 | Cost of services | (191) | -6.7% | (124) | -13.6% | (67) | 53.8% |
| 12 | Lease and rental charges | 0 | 0.0% | (69) | -7.6% | 69 | n.m. |
| 13 | Labour costs | (2,009) | -70.1% | (2,422) | -264.5% | 413 | -17.1% |
| 14 | Other operating costs | (68) | -2.4% | (98) | -10.7% | 30 | -30.5% |
| 15 | Total operating costs | (2,268) | -79.2% | (2,713) | -296.3% | 445 | -16.4% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | 633 | 22.1% | 49 | 5.4% | 584 | n.m. |
| 17 | Depreciation and amortisation | (296) | -10.4% | (301) | -32.9% | 5 | -1.5% |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| Reversal of impairment losses and non | |||||||
| 20 | monetary income | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| Total non-monetary income and | |||||||
| 21 | operating costs | (296) | -10.4% | (301) | -32.9% | 5 | -1.5% |
| 22 | Operating margin (EBIT) (16+21) | 337 | 11.8% | (252) | -27.5% | 589 | n.m. |
This operating segment comprises the business operations of the U.S. company Pipeworks Inc.
The Development operating segment's revenue relates to development contracts that the subsidiary has entered into with non-Group customers, whereas revenue consisting of the capitalisation of internal development costs for video games on behalf of the Group is classified as other income, net of realised intercompany margins.
The focus of the U.S. subsidiary Pipeworks' operations almost entirely on job orders for non-Group third party customers made it possible to more than triple revenue achieved by the Development operating segment that went from Euro 916 thousand for the comparative half-year to Euro 2,863 thousand for the period ended 31 December 2016. However, other income fell from Euro 2,188 thousand to Euro 351 thousand in the first half of the current financial year. In fact, during the period, Pipeworks Inc. solely performed services for the Group, consisting of quality assurance and live support for the Prominence Poker video game that was created thereby in the prior year.
Labour costs were the most significant component of operating costs and amounted to Euro 2,009 thousand compared to Euro 2,422 thousand for the period ended 31 December 2015.
Depreciation and amortisation expense consists of the amortisation of intangible assets of Euro 77 thousand and the amortisation of development contracts allocated upon acquisition of Euro 219 thousand.
Higher margins generated by non-Group job orders in comparison to the favourable conditions pertaining to intercompany contracts enabled the operating segment to recognise a positive net operating margin of Euro 337 thousand compared to the negative margin of Euro 252 thousand reported for the comparative half-year.
Financial highlights (reclassified)
| Amounts in Euro thousand | Premium Games | ||||||
|---|---|---|---|---|---|---|---|
| Period ended Period ended 31 December 2016 31 December 2015 |
Change | ||||||
| 1 | Gross revenue | 47,535 | 105.2% | 28,218 | 104.9% | 19,317 | 68.5% |
| 2 | Revenue adjustments | (2,334) | -5.2% | (1,328) | -4.9% | (1,006) | 75.7% |
| 3 | Net revenue | 45,201 | 100.0% | 26,890 | 100.0% | 18,311 | 68.1% |
| 4 | Purchase of products for resale | (9,067) | -20.1% | (3,895) | -14.5% | (5,172) | n.m. |
| 5 | Purchase of services for resale | (2,144) | -4.7% | (2,372) | -8.8% | 228 | -9.6% |
| 6 | Royalties | (17,667) | -39.1% | (7,553) | -28.1% | (10,114) | n.m. |
| Changes in inventories of finished | |||||||
| 7 | products | 646 | 1.4% | (484) | -1.8% | 1,130 | n.m. |
| 8 | Total cost of sales | (28,232) | -62.5% | (14,304) | -53.2% | (13,928) | 97.4% |
| 9 | Gross profit (3+8) | 16,969 | 37.5% | 12,586 | 46.8% | 4,383 | 34.8% |
| 10 | Other income | 14 | 0.0% | 38 | 0.1% | (24) | -63.9% |
| 11 | Cost of services | (3,346) | -7.4% | (2,289) | -8.5% | (1,058) | 46.2% |
| 12 | Lease and rental charges | (293) | -0.6% | (251) | -0.9% | (42) | 16.8% |
| 13 | Labour costs | (3,612) | -8.0% | (3,368) | -12.5% | (244) | 7.2% |
| 14 | Other operating costs | (247) | -0.5% | (257) | -1.0% | 11 | -3.9% |
| 15 | Total operating costs | (7,498) | -16.6% | (6,165) | -22.9% | (1,333) | 21.6% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | 9,485 | 21.0% | 6,459 | 24.0% | 3,026 | 46.9% |
| 17 | Depreciation and amortisation | (1,214) | -2.7% | (575) | -2.1% | (639) | n.m. |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 20 | Reversal of impairment losses and non monetary income |
0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| Total non-monetary income and | |||||||
| 21 | operating costs | (1,214) | -2.7% | (575) | -2.1% | (639) | n.m. |
| 22 | Operating margin (EBIT) (16+21) | 8,271 | 18.3% | 5,884 | 21.9% | 2,387 | 40.6% |
Revenue reported by the Premium Games operating segment amounted to Euro 47,535 thousand, having increased by 68.7%, that is, by Euro 19,317 thousand with respect to the amount reported for the period ended 31 December 2015 of Euro 28,218 thousand.
| Amounts in Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Rocket League | 13,927 | 0 | 13,927 |
| Assetto Corsa | 9,119 | 0 | 9,119 |
| PAYDAY 2 | 7,519 | 11,146 | (3,627) |
| Terraria | 7,448 | 9,204 | (1,756) |
| Sniper Elite V3 | 2,916 | 4,124 | (1,208) |
| Abzu | 2,865 | 0 | 2,865 |
| Other products | 1,271 | 878 | 393 |
| How to Survive | 865 | 806 | 59 |
| Portal Knights | 855 | 0 | 855 |
| Brothers | 406 | 2,060 | (1,654) |
| Virginia | 344 | 0 | 344 |
| Total Premium Games gross revenue | 47,535 | 28,218 | 19,317 |
Details are provided below of gross revenue by video game:
The operating segment's revenue was substantially boosted by sales of products launched in the half-year, namely Assetto Corsa (Euro 9,119 thousand) and Abzu (Euro 2,865 thousand). However, the product that generated the highest volumes during the period was Rocket League (retail versions for the Sony Playstation 4 and Microsoft Xbox One platforms), which produced revenue of Euro 13,927 thousand. The video game was launched in June 2016 and has remained in the video games sales charts throughout the period.
The video games, which have been drivers of the Group's results in recent years, that is, PAYDAY 2 and Terraria, generated revenue in the half-year of Euro 7,519 thousand and Euro 7,448 thousand, respectively, despite the fact that they were launched years ago, providing proof of the extremely long lifespan that video games may now count on following the digitalisation of the market.
Of note, especially with a view to the future, is the trend in sales of Portal Knights, a video game for which the intellectual property pertaining thereto is fully held by the Group. During the half-year, only an Early Access PC version of the game was available on the Steam marketplace and it generated revenue of Euro 855 thousand. The final PC version of the video game, together with the brand new console versions, shall be available as from the fourth quarter.
In line with the positive trend of the Rocket league video game, for which the Group holds the publishing rights for the retail version thereof, the revenue generated by retail distribution made it the best performing distribution channel in the half-year. Details are provided below of revenue by distribution channel together with comparative prior year figures:
| Period ended | Period ended | |||
|---|---|---|---|---|
| Revenue (in Euro thousand) | 31 December 2016 | 31 December 2015 | Change | |
| Retail distribution revenue | 28,672 | 11,017 | 17,655 | n.m. |
| Digital distribution revenue | 17,260 | 17,066 | 194 | 1.1% |
| Sub-licensing revenue | 1,603 | 135 | 1,468 | n.m. |
| Total Premium Games revenue | 47,535 | 28,218 | 19,317 | 68.5% |
Details are provided below of digital distribution revenue by digital marketplace for the period ended 31 December 2016:
| Revenue (in Euro thousand) | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Sony Playstation Network | 7,108 | 4,604 | 2,504 |
| Microsoft Xbox Live | 4,573 | 4,388 | 185 |
| Steam | 3,295 | 5,018 | (1,723) |
| iTunes | 982 | 1,735 | (753) |
| 474 | 642 | (168) | |
| Other marketplaces | 828 | 679 | 149 |
| Total digital distribution revenue | 17,260 | 17,066 | 194 |
Sub-licensing revenue grew significantly by Euro 1,468 thousand and arose mainly from the sale of exploitation rights for the Terraria video game for China.
Revenue adjustments have gone from Euro 1,328 thousand to Euro 2,334 thousand for the period ended 31 December 2016. This line item includes an estimate of credit notes for unsold products that the Group has forecast that it will have to issue to customers in the near future. Expressed as a percentage of retail distribution revenue, the figure for the period of 5.2% is in line with market trends, especially following the launch of new products, and is also in line with the prior year figure of 4.9%. The operating segment's net revenue grew by 68.1%.
The significant increase in royalty costs of Euro 10,114 thousand, which have more than doubled compared to prior year, is attributable to an increased weighting of revenue from products, which, due to the nature of the contracts entered into and the lower risks that the Group assumes, have higher than average royalty percentages applied thereto. This increase led to a rise in cost of sales of 97.4%, thus reducing growth in the operating segment's gross profit to 34.8%, with gross profit for the period having amounted to Euro 16,969 thousand.
Operating costs increased by Euro 1,333 thousand, mainly due to an increase in cost of services of Euro 1,058 thousand, which was attributable to higher advertising expenditure following the launch of two new products, whereas the other cost components remained broadly in line with the comparative prior year period.
The gross operating margin amounted to Euro 9,485 thousand and increased by 46.9%.
Non-monetary operating costs rose by Euro 639 thousand due to an increase in amortisation of intellectual property acquired by the Group, bringing the operating margin to Euro 8,271 thousand, representing an increase of 40.6% and equating to 18.3% of net revenue.
| Amounts in Euro thousand | Free to Play | ||||||
|---|---|---|---|---|---|---|---|
| Period ended | Period ended | ||||||
| 31 December 2016 | 31 December 2015 | Change | |||||
| 1 | Gross revenue | 3,866 | 100.0% | 1,883 | 100.0% | 1,983 | n.m. |
| 2 | Revenue adjustments | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Net revenue | 3,866 | 100.0% | 1,883 | 100.0% | 1,983 | n.m. |
| 4 | Purchase of products for resale | (0) | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Purchase of services for resale | (1,252) | -32.4% | (533) | -28.3% | (719) | n.m. |
| 6 | Royalties | (207) | -5.4% | (360) | -19.1% | 153 | -42.4% |
| Changes in inventories of finished | |||||||
| 7 | products | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 8 | Total cost of sales | (1,459) | -37.8% | (893) | -47.4% | (566) | 63.5% |
| 9 | Gross profit (3+8) | 2,407 | 62.3% | 990 | 52.6% | 1,417 | n.m. |
| 10 | Other income | 496 | 12.8% | 401 | 21.3% | 95 | 23.6% |
| 11 | Cost of services | (474) | -12.3% | (473) | -25.1% | (1) | 0.2% |
| 12 | Lease and rental charges | (33) | -0.9% | (39) | -2.1% | 6 | -16.0% |
| 13 | Labour costs | (2,247) | -58.1% | (1,472) | -78.2% | (775) | 52.7% |
| 14 | Other operating costs | (34) | -0.9% | (37) | -2.0% | 3 | -6.3% |
| 15 | Total operating costs | (2,788) | -72.1% | (2,021) | -107.3% | (767) | 38.0% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | 115 | 3.0% | (630) | -33.5% | 745 | n.m. |
| 17 | Depreciation and amortisation | (1,290) | -33.4% | (659) | -35.0% | (631) | 95.9% |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | 0 | 0.0% | (425) | -22.6% | 425 | 0.0% |
| Reversal of impairment losses and non | |||||||
| 20 | monetary income | 0 | 0.0% | 588 | 31.2% | (588) | 0.0% |
| 21 | Total non-monetary income and operating costs |
(1,290) | -33.4% | (496) | -26.3% | (794) | n.m. |
| 22 | Operating margin (EBIT) (16+21) | (1,175) | -30.4% | (1,126) | -59.8% | (49) | 4.4% |
Worthy of note is the percentage growth in revenue reported by the Free to Play operating segment that more than doubled from Euro 1,883 thousand reported in the comparative half-year to Euro 3,866 thousand in the period just ended. This operating segment also benefited from the launch of new products such as Hawken and Prominence Poker, even though the video game that generated the largest portion of revenue was Gems of War, which was launched in November 2014 and which generated revenue in the half-year of Euro 1,502 thousand.
| Revenue (in Euro thousand) | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Gems of War | 1,502 | 363 | 1,139 |
| Battle Ages | 633 | 3 | 630 |
| Battle Islands | 620 | 1,350 | (730) |
| Prominence Poker | 547 | 0 | 547 |
| Hawken | 497 | 0 | 497 |
| Other products | 63 | 166 | (100) |
| Total Free to Play revenue | 3,866 | 1,883 | 1,983 |
Details are provided below of revenue for the period together with comparative prior year figures:
The Battle Ages and Battle Islands video games, which were developed by the subsidiary DR Studios Ltd., contributed revenue for the period of Euro 633 thousand and Euro 620 thousand, respectively. During the period, the subsidiary provided live support for the above mentioned games and continued with the development process for the new version of Battle Islands, Battle Islands Commander, which will be released in February 2017. The capitalisation of internal development costs incurred for the game in the half-year has been recognised as other income.
The impact on revenue for the half-year arising from the two recently launched games was limited to Euro 547 thousand and Euro 497 thousand for Prominence Poker and Hawken, respectively. With specific reference to the latter, in view of the potential that the video game is deemed to have, a new organisational unit, Hawken Entertainment Inc., has been set up and which is entirely held by the Group, through which the exploitation rights for the intellectual property have been purchased. Simultaneously, skills have been acquired that will make it possible, by revising the game's mechanics, to better exploit the potential thereof, including via an assessment of the release of a completely revised second version of the game.
Cost of sales solely consists of purchases of services and royalties. The former, which amounted to Euro 1,252 thousand in the period, consist of localisation, ratings and quality assurance costs, as well as costs incurred for live support services. Details are provided below of cost of services by category:
| Amounts in Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Live support | 548 | 203 | 345 |
| Programming | 13 | 24 | (11) |
| Quality assurance | 83 | 143 | (60) |
| Hosting | 531 | 94 | 437 |
| Other | 77 | 69 | 8 |
| Total | 1,252 | 533 | 719 |
The significant increase in hosting costs is due to the fact that the two recently launched games have a greater need for game server capacity to be made available to gamers.
Operating costs mainly consist of advertising costs incurred to acquire new gamers, as well as labour costs. The former remained broadly constant in the half-year, whereas the latter increased by Euro 775 thousand (52.7%), compared to comparative prior year figures, in line with the increase in the number of the operating segment's employees, partially impacted by professional staff hired by the newly formed Hawken Entertainment Inc.
| Period ended | Period ended | ||
|---|---|---|---|
| Amounts in Euro thousand | 31 December 2016 | 31 December 2015 | Change |
| Amortisation of Battle Islands | 219 | 388 | (169) |
| Amortisation of intangible assets | 1,055 | 245 | 810 |
| Depreciation of property, plant and equipment | 16 | 26 | (10) |
| Total | 1,290 | 659 | 631 |
Depreciation and amortisation increased by Euro 631 thousand and consisted of the following:
The increase in amortisation of intangible assets occurred as a result of having put into production the Battle Ages video game in the second half of the prior financial year and Prominence Poker and Hawken during the first quarter of the current financial year.
The operating loss for the period amounted to Euro 1,175 thousand, in line with the operational loss for the period ended 31 December 2015 of Euro 1,126 thousand.
Financial highlights (reclassified)
| Amounts in Euro thousand | Italian Distribution | ||||||
|---|---|---|---|---|---|---|---|
| Period ended | Period ended | ||||||
| 31 December 2016 | 31 December 2015 | Change | |||||
| 1 | Gross revenue | 10,475 | 109.3% | 13,937 | 107.9% | (3,462) | -24.8% |
| 2 | Revenue adjustments | (895) | -9.3% | (1,024) | -7.9% | 129 | -12.7% |
| 3 | Net revenue | 9,580 | 100.0% | 12,913 | 100.0% | (3,333) | -25.8% |
| 4 | Purchase of products for resale | (6,620) | -69.1% | (8,196) | -63.5% | 1,576 | -19.2% |
| 5 | Purchase of services for resale | (252) | -2.6% | 0 | 0.0% | (252) | n.m. |
| 6 | Royalties | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| Changes in inventories of finished | |||||||
| 7 | products | 501 | 5.2% | (1,201) | -9.3% | 1,702 | n.m. |
| 8 | Total cost of sales | (6,371) | -66.5% | (9,397) | -72.8% | 3,026 | -32.2% |
| 9 | Gross profit (3+8) | 3,209 | 33.5% | 3,516 | 27.2% | (307) | -8.7% |
| 10 | Other income | 22 | 0.2% | 18 | 0.1% | 4 | 25.6% |
| 11 | Cost of services | (854) | -8.9% | (1,204) | -9.3% | 350 | -29.1% |
| 12 | Lease and rental charges | (23) | -0.2% | (31) | -0.2% | 8 | -26.8% |
| 13 | Labour costs | (767) | -8.0% | (895) | -6.9% | 128 | -14.3% |
| 14 | Other operating costs | (92) | -1.0% | (120) | -0.9% | 28 | -23.7% |
| 15 | Total operating costs | (1,736) | -18.1% | (2,250) | -17.4% | 514 | -22.8% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | 1,495 | 15.6% | 1,284 | 9.9% | 211 | 16.5% |
| 17 | Depreciation and amortisation | (102) | -1.1% | (86) | -0.7% | (16) | 19.0% |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | (405) | -4.2% | 0 | 0.0% | (405) | 0.0% |
| Reversal of impairment losses and non | |||||||
| 20 | monetary income | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 21 | Total non-monetary income and operating costs |
(507) | -5.3% | (86) | -0.7% | (421) | n.m. |
| 22 | Operating margin (EBIT) (16+21) | 988 | 10.3% | 1,198 | 9.3% | (210) | -17.5% |
The decrease in revenue reported by the Italian Distribution operating segment was attributable to a fall in revenue generated by the distribution of video games and in revenue arising from the sale of Yu-gi-oh! trading cards. In the comparative half-year the operating segment had in fact benefited from the simultaneous launch of PES 2016 and Metal Gear Solid, which was not replicated in the half-year just ended.
| Period ended | Period ended | |||
|---|---|---|---|---|
| Euro thousand | 31 December 2016 | 31 December 2015 | Change | |
| Distribution of video games for consoles | 7,564 | 10,106 | (2,542) | -25.2% |
| Distribution of video games for PC | 573 | 399 | 174 | 43.7% |
| Distribution of trading cards | 2,085 | 3,021 | (936) | -31.0% |
| Distribution of other products and services | 267 | 436 | (169) | -38.8% |
| Cash discounts | (14) | (25) | 11 | -45.4% |
| Total gross Italian Distribution revenue | 10,475 | 13,937 | (3,462) | -24.8% |
Details are provided below of gross revenue by type of video game distributed:
To facilitate analysis of the trend in gross revenue for the period from the distribution of video games for consoles, details are provided below of revenue by console:
| Period ended | Period ended | ||||||
|---|---|---|---|---|---|---|---|
| Euro thousand | 31 December 2016 | 31 December 2015 | Change | ||||
| Units | Revenue | Units | Revenue | Units | Revenue | ||
| Sony Playstation 4 | 133,618 | 5,043 | 129,272 | 5,417 | 3.4% | -6.9% | |
| Sony Playstation 3 | 33,646 | 1,045 | 89,326 | 2,303 | -62.3% | -54.6% | |
| Microsoft Xbox One | 24,698 | 936 | 26,077 | 1,030 | -5.3% | -9.2% | |
| Microsoft Xbox 360 | 20,223 | 472 | 48,557 | 1,148 | -58.4% | -58.9% | |
| Other consoles | 32,526 | 68 | 22,505 | 208 | 44.5% | -67.3% | |
| Total console revenue | 244,711 | 7,564 | 315,737 | 10,106 | -25.2% |
The operating segment reported a decrease in revenue arising from the distribution of video games for consoles of Euro 2,542 thousand. Sales of Yu-Gi-Oh! trading cards decreased by Euro 936 thousand.
Net revenue amounted to Euro 9,580 thousand, down by 25.8% on the corresponding prior year period, in line with the gross revenue trend.
The 32.2% decrease in cost of sales exceeds the percentage fall in revenue and has limited the drop in the operating segment's gross profit in the half-year to 8.7%.
As a result of cost savings policies implemented during the course of the prior financial year, operating costs fell by 22.8% (Euro 514 thousand). The decrease was mainly due to a reduction in cost of services of Euro 350 thousand and in labour costs of Euro 128 thousand.
Non-monetary operating costs rose by Euro 421 thousand mainly due to the impact of the allocation to the provision for doubtful debts, to take account of potential losses arising from the bankruptcy of certain customers.
The operating margin decreased by Euro 210 thousand, having gone from the figure reported for the period ended 31 December 2015 of Euro 1,198 thousand to Euro 988 thousand for the period just ended.
Financial highlights (reclassified)
| Amounts in Euro thousand | Other Activities | ||||||
|---|---|---|---|---|---|---|---|
| Period ended | Period ended | ||||||
| 31 December 2016 | 31 December 2015 | Change | |||||
| 1 | Gross revenue | 404 | 225.0% | 336 | 115.0% | 68 | 20.3% |
| 2 | Revenue adjustments | (224) | -124.4% | (44) | -15.0% | (180) | n.m. |
| 3 | Net revenue | 180 | 100.0% | 292 | 100.0% | (112) | -38.5% |
| 4 | Purchase of products for resale | 0 | 0.2% | 0 | 0.0% | 0 | 0.0% |
| 5 | Purchase of services for resale | (92) | -51.3% | (39) | -13.3% | (53) | n.m. |
| 6 | Royalties | (39) | -21.9% | (56) | -19.0% | 17 | -29.1% |
| 7 | Changes in inventories of finished products | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 8 | Total cost of sales | (131) | -73.0% | (95) | -32.4% | (36) | n.m. |
| 9 | Gross profit (3+8) | 49 | 27.0% | 197 | 67.3% | (148) | -75.3% |
| 10 | Other income | 0 | 0.0% | 119 | 40.9% | (119) | 0.0% |
| 11 | Cost of services | (631) | -351.2% | (2,013) | -688.8% | 1,382 | -68.6% |
| 12 | Lease and rental charges | (6) | -3.3% | (11) | -3.9% | 5 | -47.6% |
| 13 | Labour costs | (349) | -194.4% | (265) | -90.8% | (84) | 31.7% |
| 14 | Other operating costs | (22) | -12.5% | (25) | -8.7% | 3 | -11.3% |
| 15 | Total operating costs | (1,008) | -560.9% | (2,314) | -791.8% | 1,306 | -56.4% |
| 16 | Gross operating margin (EBITDA) (9+10+15) | (959) | -533.3% | (1,998) | -683.6% | 1,039 | -52.0% |
| 17 | Depreciation and amortisation | (187) | -104.2% | (112) | -38.3% | (75) | 67.3% |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 20 | Reversal of impairment losses and non-monetary income | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 21 | Total non-monetary income and operating costs | (187) | -104.2% | (112) | -38.3% | (75) | 67.3% |
| 22 | Operating margin (EBIT) (16+21) | (1,146) | -637.5% | (2,110) | -721.9% | 964 | -45.7% |
The Other Activities operating segment's revenue amounted to Euro 404 thousand and related to sales generated by the Daily Fantasy Sport Fantasfida and revenue generated by courses organised by Digital Bros Game Academy S.r.l.
Revenue adjustments relate entirely to tax paid on income earned from the portals www.gameplaza.it and www.fantasfida.it.
Operating costs decreased from Euro 2,314 thousand to Euro 1,008 thousand given that the cost of services incurred in the comparative prior year first half were significantly influenced by costs incurred for the Italian launch of Fantasfida.
The negative operating margin amounted to Euro 1,146 thousand compared to the negative operating margin of Euro 2,110 thousand reported for the period ended 31 December 2015, representing an improvement of Euro 964 thousand.
Financial highlights (reclassified)
| Amounts in Euro thousand | Holding | ||||||
|---|---|---|---|---|---|---|---|
| Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change | |||||
| 1 | Gross revenue | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Revenue adjustments | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Net revenue | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 4 | Purchase of products for resale | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Purchase of services for resale | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Royalties | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Changes in inventories of finished products |
0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 8 | Total cost of sales | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 9 | Gross profit (3+8) | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 10 | Other income | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 11 | Cost of services | (720) | 0.0% | (641) | 0.0% | (79) | 12.3% |
| 12 | Lease and rental charges | (373) | 0.0% | (383) | 0.0% | 10 | -2.7% |
| 13 | Labour costs | (1,419) | 0.0% | (1,414) | 0.0% | (5) | 0.3% |
| 14 | Other operating costs | (746) | 0.0% | (229) | 0.0% | (517) | n.m. |
| 15 | Total operating costs | (3,258) | 0.0% | (2,667) | 0.0% | (591) | 22.1% |
| Gross operating margin (EBITDA) | |||||||
| 16 | (9+10+15) | (3,258) | 0.0% | (2,667) | 0.0% | (591) | 22.1% |
| (106) | 0.0% | (58) | 0.0% | (48) | 82.6% | ||
| 17 | Depreciation and amortisation | ||||||
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 19 | Impairment losses recognised on assets Reversal of impairment losses and non |
0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 20 | monetary income | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| Total non-monetary income and | |||||||
| 21 | operating costs | (106) | 0.0% | (58) | 0.0% | (48) | 82.6% |
| 22 | Operating margin (EBIT) (16+21) | (3,364) | 0.0% | (2,725) | 0.0% | (639) | 23.5% |
Business activity is carried out by the parent company Digital Bros S.p.A. and by 133 W. Broadway Inc. The activities carried out by the parent company include the coordination of the business operations of the various operating segments, the implementation of sound financial policies to support the Group's operations, the management of property and the management of brands and equity investments. The U.S. subsidiary owns the property located in Eugene used by Pipeworks Inc. for the conduct of is operations.
Operating costs amounted to Euro 3,258 thousand, representing an increase compared to the comparative prior year figure of Euro 591 thousand. The increase is mainly due to fees of Euro 516 thousand incurred by 505 Games S.p.A. in connection with the sale and purchase of Starbreeze shares during the course of the half-year.
Depreciation and amortisation increased by Euro 48 thousand due to the depreciation of the Eugene property, which is used by the subsidiary Pipeworks Inc., and the amortisation of expenditure incurred by the Group on ERP systems in the second half of the last financial year.
All intercompany and related party transactions entered into by Group companies are conducted at arm's length.
The main intercompany transactions are the sale of video games by 505 Games S.p.A. to local distributors.
The U.S. subsidiary 505 Games (US) Inc. is charged royalties by 505 Games S.p.A. for products distributed in the American market.
505 Games Ltd. and 505 Games (US) Inc. bill 505 Games S.p.A. for labour costs and overheads pertaining to employees involved in production and international marketing for the Premium Games operating segment.
505 Games Interactive Inc. bills 505 Games S.p.A. for labour costs and overheads pertaining to employees involved in product management for the Premium Games operating segment.
505 Games Mobile (US) Inc. bills 505 Mobile S.r.l. for labour costs and overheads pertaining to employees involved in production and marketing for the Free to Play operating segment.
Prior to its acquisition, DR Studios Ltd. was party to development and live support contracts for various video games with 505 Games S.p.A. and 505 Mobile S.r.l., which have remained unchanged. Development contracts executed subsequently have been regulated by a framework agreement that envisages the rebilling of direct project costs incurred plus a percentage mark-up.
Pipeworks Inc. is party to a number of open video game development contracts with 505 Games S.p.A. and 505 Mobile S.r.l. that are based on direct project costs incurred plus a percentage mark-up.
Digital Bros S.p.A., 505 Games Ltd., Digital Bros S.p.A., 505 Games Ltd., 505 Games France, 505 Games Spain Slu and 505 Games GmbH bill 505 Games S.p.A. an amount equating to 15% of digital revenue achieved in the respective countries as recognition of the indirect marketing and public relations services performed by the local companies that are not directly attributable to individual products.
Digital Bros S.p.A. bills 505 Games S.p.A. the direct costs directly incurred on its behalf, and, based on a percentage of the holding company's total costs, indirect costs for the coordination of the acquisition of games and for administrative, financial, legal, logistics and IT services.
Digital Bros S.p.A. charges Digital Bros Game Academy S.r.l. for the cost of administrative, financial, legal and IT services incurred on its behalf and for the cost of the lease of the property located in Via Labus, Milan, the subsidiary's operational headquarters.
505 Games S.p.A. charges the U.S. company 505 Games US for the cost of coordinating the acquisition of games and the cost of administrative, financial, legal and IT services incurred on its behalf.
Commencing February 2016, 133 W. Broadway charges rent to Pipeworks Inc. for the use of the property located in Eugene, where the company is based.
Other minor transactions consisted of administrative, financial, legal and general services that are usually performed by Digital Bros S.p.A. on behalf of other Group companies. The parent company also provides a centralised cash management service, using intercompany current accounts to which positive and negative balances between Group companies are transferred, including through the transfer of receivables. These accounts do not bear interest.
Italian Group companies also transfer tax receivables and payables to the parent company Digital Bros S.p.A. in accordance with domestic tax group arrangements.
On preparing the half-yearly financial report for the six months ended 31 December 2016, the impact of intercompany transactions on the results and financial position has been eliminated.
Related party transactions consist of:
Both Matov Imm. S.r.l. and Matov LLC are owned by Abramo and Raffaele Galante.
The impact of related party transactions is disclosed in paragraph 12 of the explanatory notes.
There were no atypical or unusual transactions in the period just ended or in the corresponding prior year period, as defined by Consob Communication DEM 6064293 of 28 July 2006.
Pursuant to Art. 2428 paragraph 2.3 of the Italian Civil Code, it is hereby disclosed that at 31 December 2016 Digital Bros S.p.A. did not hold any treasury shares, given that the 130,247 treasury shares held at 30 June 2016 were sold during the period just ended.
During the period, the Group incurred research expenses of Euro 143 thousand and development expenses of Euro 1,586 thousand. The amounts incurred in the period ended 31 December 2015 were Euro 19 thousand and Euro 3,136 thousand, respectively.
The research relates to the preliminary stages of the conception of new video games and is performed by the subsidiaries Pipeworks Inc. and DR Studios Ltd., which also carry out any development subsequent to the research phase.
| Profit for the period ended | Capital and reserves | ||||
|---|---|---|---|---|---|
| 31 December 2016 | December 2015 | 31 December 2016 | 31 December 2015 | ||
| Profit (loss) for the period and equity of Digital Bros S.p.A. | 1,350 | 2 | 27,842 | 32,174 | |
| Profit for the period and equity of subsidiaries | 7,435 | 2,006 | 50,720 | 27,983 | |
| Carrying amount of equity investments | 0 | 0 | (25,244) | (24,684) | |
| Consolidation adjustments | |||||
| Impairment of investments in subsidiaries | 332 | 0 | 1,491 | 1,491 | |
| Elimination of intercompany profits | (197) | (437) | (1,693) | (854) | |
| Other adjustments | (1,524) | (322) | 689 | 1,359 | |
| Profit (loss) and equity of the Group | 7,396 | 1,249 | 53,805 | 37,469 |
The following table provides a reconciliation of the result for the period and equity as reported by Digital Bros S.p.A. to those reported by the Group.
Details are provided below of other adjustments for the periods ended 31 December 2016 and 2015:
| Profit for the period ended | Capital and reserves | |||
|---|---|---|---|---|
| 31 December | 31 December | 31 December | 31 December | |
| Impairment of Digital Bros S.p.A.'s investment in Game Network S.r.l. |
2016 303 |
2015 0 |
2016 0 |
2015 0 |
| Impairment of Digital Bros S.p.A.'s investment in 505 Digital Bros Game Academy S.r.l. | 29 | 0 | 0 | 0 |
| Impairment of Digital Bros S.p.A.'s investment in Pipeworks Inc. | 0 | 0 | 1,491 | 1,491 |
| Total impairment of investments in subsidiaries |
332 | 0 | 1,491 | 1,491 |
| Profits in inventory | (144) | 20 | (352) | (108) |
| DR Studios Ltd. and Pipeworks Inc. margin on intercompany sales | (53) | (457) | (1,341) | (746) |
| Total elimination of intercompany profits | (197) | (437) | (1,693) | (854) |
| Dividends from 505 Games Ltd. | (1,108) | 0 | 0 | 0 |
| Amortisation/depreciation/allocation of purchase price of DR Studios Ltd., net of the related tax | ||||
| effect | (158) | (281) | 245 | 598 |
| Amortisation/depreciation/allocation of purchase price of Pipeworks Inc., net of the related tax |
||||
| effect | (159) | (159) | 210 | 529 |
| Reversal of DR Studios Ltd earn-out payable. | 0 | 427 | 0 | 0 |
| Impairment of investment in DR Studios Ltd. | 0 | (309) | 0 | 0 |
| Other adjustments | (99) | 0 | 234 | 232 |
| Total other adjustments | (1,524) | (322) | 689 | 1,359 |
One of the key financial terms of the sale of PAYDAY2 rights by the Group in May 2016 provided the Group with the chance to earn a maximum of 40 million U.S. dollars to be computed as 33% of net revenue that Starbreeze shall recognise on sales of PAYDAY3. On 16 February 2017, upon the approval of Starbreeze's financial statements, its CEO officially announced that the game had entered into its production phase, without specifying the timing of its release.
As at the period end reporting date, the Group has deemed the foregoing to be a contingent asset, as was also the case at the prior financial year end.
No contingent liabilities exist, as was the case at the prior financial year end.
Details of key subsequent events are as follows:
The exercise price of the options shall equate to the average reference price of Digital Bros shares recorded on the STAR segment of the MTA market in the six months prior to the grant date, it being understood that the price shall not be lower than € 6.64, equating to the reference price for Digital Bros shares on 1 July 2016, the date on which the Plan became effective. The shareholders in extraordinary general meeting then granted a mandate to the Board of Directors to increase the capital, in various tranches, with the disapplication of pre-emption rights pursuant to Art. 2441, paragraph 8, of the Italian Civil Code, up to a total maximum nominal amount of Euro 320,000.00, via the issue, which may be in one or more lots, of a maximum number of 800,000 Digital Bros ordinary shares with a par value of Euro 0.40 each, to be reserved for the beneficiaries of the Plan;
on 20 January 2017, the Board of Directors of Digital Bros S.p.A., in accordance with the mandate granted thereto by the general meeting of shareholders held on 11 January 2017, approved the assignment of 744,000 options to 14 beneficiaries of the Plan, the number of options assigned, the exercise windows and the unitary subscription price. The duration of the Plan shall be until 30 June 2026 and, following the assignment, 744,000 Digital Bros ordinary shares may be subscribed at a price of Euro 10.61 per share, as follows:
Subscription shall take place upon the payment of Euro 10.61 per share, equating to the average reference price of Digital Bros shares in the previous six months.
The assignees of the option rights are:
The investment plan that the Group embarked upon over the last two years and which has led to the simultaneous development of numerous new products has started to generate revenues as from the first half of the financial year, with the release of Assetto Corsa and Abzu by the Premium Games operating segment and Hawken and Prominence Poker by the Free to Play operating segment. Over the remainder of the financial year, the PC and console versions of Portal Knights will be launched by the Premium Games operating segment as well as the evolution of the successful Battle Islands, Battle Islands Commander, which is available as from February via the Free to Play operating segment only on the console and PC marketplaces.
In the Premium Games operating segment, the Group, on the back of the excellent performance achieved by the Rocket League video game in the retail distribution channel, has accelerated its search for potential products that have already been successfully launched in digital marketplaces and which may be capable of replicating their performance in international retail markets, having identified products such as Stardew Valley, Redout and Dead by Daylight, the counterparty of which is Starbreeze. The speed with which this type of product can be brought to market will generate significant revenue as early as the fourth quarter of the financial year.
The focus of the U.S. subsidiary Pipeworks Inc.'s operations almost entirely on job orders for non-Group third party customers is expected to continue in the second half of the financial year leading to a significant improvement in the Development operating segment's earnings compared to prior year.
An improvement in earnings is also expected to be achieved by the Italian Distribution operating segment due to the impact of cost containment policies, as well as by the Free to Play operating segment due to revenue growth, which is expected to confirm what has been achieved in the first half of the financial year.
The Daily Fantasy Sport, Fantasfida, will continue to generate negative margins, but decidedly lower than those recognised last year.
As a consequence of the foregoing, the outlook at consolidated level is even more optimistic than that previously communicated, with an expectation of turnover growth by the financial year end and an improvement in forecast profit, although the result will not replicate that achieved in the prior year, which had benefited from the sale of PAYDAY2 rights.
Net cash/debt will be affected by net working capital investment needed for the global distribution of retail products, particularly in the last quarter of the financial year, but also by investment in new products, specifically Overkill's The Walking Dead and Bloodstained, which will be released next year. Due to the impact of the foregoing, it is expected that there will be a slight deterioration in net cash over the remainder of the financial year, but with a significant improvement expected in the first quarter of the coming financial year.
Below are details of the workforce at 31 December 2016 with comparative figures at 31 December 2015:
| Category | 31 December 2016 | 31 December 2015 | Change |
|---|---|---|---|
| Managers | 10 | 10 | 0 |
| Office workers | 231 | 213 | 18 |
| Blue-collar workers and apprentices | 4 | 4 | 0 |
| Total employees | 245 | 227 | 18 |
The same details for employees of the Group's foreign companies at 31 December 2016 with comparative figures at 31 December 2015 are as follows:
| Category | 31 December 2016 | 31 December 2015 | Change |
|---|---|---|---|
| Managers | 5 | 5 | 0 |
| Office workers | 167 | 160 | 7 |
| Total employees abroad | 172 | 165 | 7 |
The average headcount for the period, calculated as the average number of employees in service at the end of every month, is shown below with prior year comparative figures:
| Category | 2016 average | 2015 average | Change |
|---|---|---|---|
| Managers | 10 | 10 | 0 |
| Office workers | 227 | 212 | 15 |
| Blue-collar workers and apprentices | 4 | 4 | 0 |
| Total employees | 241 | 226 | 15 |
The average headcount at foreign companies is as follows:
| Category | 2016 average | 2015 average | Change |
|---|---|---|---|
| Managers | 5 | 5 | 0 |
| Office workers | 168 | 157 | 11 |
| Total employees abroad | 173 | 162 | 11 |
The increase in the number of employees abroad is due to growth in the international structure of the Premium Games and Free to Play operating segments.
The Group's Italian companies apply the current Confcommercio national collective employment contract for the commercial, distribution and services sector.
At 31 December 2016, there were no issues of an environmental nature and as the Group's environmentrelated activities consist chiefly of packing and shipping video games and affixing labels to packaging, there is no reason any such problems should arise in the future.
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Digital Bros Group
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | ||
|---|---|---|---|---|---|
| Non-current assets | |||||
| 1 | Property, plant and equipment | 6,999 | 7,032 | (33) | -0.5% |
| 2 | Investment property | 0 | 0 | 0 | 0.0% |
| 3 | Intangible assets | 17,461 | 10,458 | 7,003 | 67.0% |
| 4 | Equity investments | 1,280 | 898 | 382 | 42.5% |
| 5 | Non-current receivables and other assets | 1,056 | 1,056 | 0 | 0.0% |
| 6 | Deferred tax assets | 2,794 | 2,619 | 175 | 6.7% |
| Total non-current assets | 29,590 | 22,063 | 7,527 | 34.1% | |
| Non-current liabilities | |||||
| 7 | Employee benefits | (544) | (529) | (15) | 2.8% |
| 8 | Non-current provisions | (26) | (36) | 10 | -26.4% |
| 9 | Other non-current payables and liabilities | 0 | (252) | 252 | n.m. |
| Total non-current liabilities | (570) | (817) | 247 | -30.2% | |
| Net working capital | |||||
| 10 | Inventories | 13,080 | 11,933 | 1,147 | 9.6% |
| 11 | Trade receivables | 32,086 | 34,840 | (2,754) | -7.9% |
| 12 | Current tax assets | 2,709 | 2,019 | 690 | 34.2% |
| 13 | Other current assets | 4,431 | 5,034 | (603) | -12.0% |
| 14 | Trade payables | (24,704) | (21,712) | (2,992) | 13.8% |
| 15 | Current tax liabilities | (6,878) | (6,211) | (667) | 10.8% |
| 16 | Current provisions | 0 | 0 | 0 | n.m. |
| 17 | Other current liabilities | (2,005) | (2,312) | 307 | -13.3% |
| Total net working capital | 18,719 | 23,591 | (4,872) | -20.7% | |
| Capital and reserves | |||||
| 18 | Share capital | (5,644) | (5,644) | 0 | n.m. |
| 19 | Reserves | (18,797) | (20,804) | 2,006 | -9.6% |
| 20 | Treasury shares | 0 | 390 | (390) | n.m. |
| 21 | Retained earnings (accumulated losses) | (29,364) | (22,290) | (7,074) | 31.7% |
| Total equity | (53,805) | (48,348) | (5,457) | 11.3% | |
| Total net assets | (6,066) | (3,511) | (2,555) | 72.8% | |
| 22 | Cash and cash equivalents | 6,756 | 2,785 | 3,971 | n.m. |
| 23 | Current bank debt | (3,474) | (25,929) | 22,455 | -86.6% |
| Other current financial assets and | |||||
| 24 | liabilities | 1,759 | 28,913 | (27,154) | -93.9% |
| Current net cash/debt | 5,041 | 5,769 | (728) | -12.6% | |
| 25 | Non-current financial assets | 1,310 | 1,195 | 115 | 9.6% |
| 26 | Non-current bank debt | (237) | (1,558) | 1,321 | -84.8% |
| 27 | Other non-current financial liabilities | (48) | (1,895) | 1,847 | -97.5% |
| Non-current net debt | 1,025 | (2,258) | 3,283 | n.m. | |
| Total net cash/debt | 6,066 | 3,511 | 2,555 | 72.8% |
45
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
| Euro thousand | 31 December 2016 | Period ended | Period ended 31 December 2015 |
Change | ||||
|---|---|---|---|---|---|---|---|---|
| 1 | Gross revenue | 65,143 | 105.6% | 45,290 | 105.6% | 19,853 | 43.8% | |
| 2 | Revenue adjustments | (3,453) | -5.6% | (2,396) | -5.6% | (1,057) | 44.1% | |
| 3 | Net revenue | 61,690 | 100.0% | 42,894 | 100.0% | 18,796 | 43.8% | |
| 4 | Purchase of products for resale | (15,687) | -25.4% | (12,091) | -28.2% | (3,596) | 29.7% | |
| 5 | Purchase of services for resale | (4,053) | -6.6% | (3,286) | -7.7% | (767) | 23.4% | |
| 6 | Royalties | (17,913) | -29.0% | (7,969) | -18.6% | (9,944) | n.m. | |
| Changes in inventories of finished | ||||||||
| 7 | products | 1,147 | 1.9% | (1,685) | -3.9% | 2,832 | n.m. | |
| 8 | Total cost of sales | (36,506) | -59.2% | (25,031) | -58.4% | (11,475) | 45.8% | |
| 9 | Gross profit (3+8) | 25,184 | 40.8% | 17,863 | 41.6% | 7,321 | 41.0% | |
| 10 | Other income | 883 | 1.4% | 2,764 | 6.4% | (1,881) | -68.0% | |
| 11 | Cost of services | (6,216) | -10.1% | (6,744) | -15.7% | 528 | -7.8% | |
| 12 | Lease and rental charges | (728) | -1.2% | (784) | -1.8% | 56 | -7.1% | |
| 13 | Labour costs | (10,403) | -16.9% | (9,836) | -22.9% | (567) | 5.8% | |
| 14 | Other operating costs | (1,209) | -2.0% | (766) | -1.8% | (443) | 57.8% | |
| 15 | Total operating costs | (18,556) | -30.1% | (18,130) | -42.3% | (426) | 2.4% | |
| Gross operating margin (EBITDA) | ||||||||
| 16 | (9+10+15) | 7,511 | 12.2% | 2,497 | 5.8% | 5,014 | n.m. | |
| 17 | Depreciation and amortisation | (3,195) | -5.2% | (1,791) | -4.2% | (1,404) | 78.4% | |
| 18 | Allocations to provisions | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% | |
| 19 | Impairment losses recognised on assets | (405) | -0.7% | (425) | -1.0% | 20 | -4.6% | |
| Reversal of impairment losses and non | ||||||||
| 20 | monetary income | 0 | 0.0% | 588 | 1.4% | (588) | 0.0% | |
| 21 | Total non-monetary income and operating costs |
(3,600) | -5.8% | (1,628) | -3.8% | (1,972) | n.m. | |
| 22 | Operating margin (EBIT) (16+21) | 3,911 | 6.3% | 869 | 2.0% | 3,042 | n.m. | |
| 23 | Interest and finance income | 8,725 | 14.1% | 1,972 | 4.6% | 6,753 | n.m. | |
| 24 | Interest expense and finance costs | (1,963) | -3.2% | (865) | -2.0% | (1,098) | n.m. | |
| 25 | Net finance income (costs) | 6,762 | 11.0% | 1,107 | 2.6% | 5,655 | n.m. | |
| 26 | Profit before tax (22+25) | 10,673 | 17.3% | 1,976 | 4.6% | 8,697 | n.m. | |
| 27 | Current tax | (3,429) | -5.6% | (1,665) | -3.9% | (1,764) | n.m. | |
| 28 | Deferred tax | 152 | 0.2% | 938 | 2.2% | (786) | n.m. | |
| 29 | Total income tax expense | (3,277) | -5.3% | (727) | -1.7% | (2,550) | n.m. | |
| 7,396 | 12.0% | 1,249 | 2.9% | 6,147 | n.m. | |||
| 30 | Profit for the period (26+29) | |||||||
| Earnings per share: | ||||||||
| 33 | Basic earnings per share (in euros) | 0.53 | 0.09 | 0.44 | n.m. | |||
| 34 | Diluted earnings per share (in euros) | 0.53 | 0.09 | 0.44 | n.m. |
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
| Period ended | Period ended | ||
|---|---|---|---|
| Euro thousand | 31 December 2016 | 31 December 2015 | Change |
| Profit (loss) for the period (A) | 7,396 | 1,249 | 6,147 |
| Items that will not be reclassified subsequently to profit or loss (B) |
|||
| Actuarial gain (loss) | 8 | (4) | 12 |
| Income tax relating to the actuarial gain (loss) | (2) | 1 | (3) |
| Exchange differences on translation of foreign operations |
273 | 70 | 203 |
| Income tax relating to exchange differences on translation of foreign operations |
0 | 0 | 0 |
| Fair value measurement of shares designated as available for sale |
(3,075) | 1,540 | (4,615) |
| Income tax relating to the fair value measurement of shares designated as available for sale |
845 | (423) | 1,268 |
| Items that may be reclassified subsequently to | |||
| profit or loss (C) | (1,951) | 1,184 | (3,135) |
| Total other comprehensive income D = (B)+(C) | (1,951) | 1,184 | (3,135) |
| Total comprehensive income (loss) (A)+(D) | 5,445 | 2,433 | 3,012 |
| Attributable to: | |||
| Owners of the Company | 5,445 | 2,433 | 3,012 |
| Non-controlling interests | 0 | 0 | 0 |
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
|
|---|---|---|---|
| A. | Opening net cash/debt | 3,511 | (8,333) |
| B. | Cash flows from operating activities | ||
| Profit (loss) for the period attributable to the Group | 7,396 | 1,249 | |
| Depreciation, amortisation and non-monetary costs: | |||
| Provisions and impairment losses | 0 | 0 | |
| Amortisation of intangible assets | 2,817 | 1,450 | |
| Depreciation of property, plant and equipment | 378 | 341 | |
| Net change in other provisions | (10) | (43) | |
| Net change in employee benefit provisions | 15 | (7) | |
| Net change in other non-current liabilities | (252) | (589) | |
| SUBTOTAL B. | 10,344 | 2,401 | |
| C. | Change in net working capital | ||
| Inventories | (1,147) | 1,685 | |
| Trade receivables | 2,754 | 525 | |
| Current tax assets | (690) | (1,121) | |
| Other current assets | 603 | 1,688 | |
| Trade payables | 2,992 | (6,609) | |
| Current tax liabilities | 667 | 280 | |
| Current provisions | 0 | 0 | |
| Other current liabilities | (307) | 161 | |
| SUBTOTAL C. | 4,872 | (3,391) | |
| D. | Cash flows from investing activities | ||
| Net payments for intangible assets | (9,820) | (2,548) | |
| Net payments for property, plant and equipment | (345) | (568) | |
| Net payments for non-current financial assets | (557) | (3,950) | |
| SUBTOTAL D. | (10,721) | (7,066) | |
| E. | Cash flows from financing activities | ||
| Proceeds from capital increases | 0 | 0 | |
| SUBTOTAL E. | 0 | 0 | |
| F. | Changes in consolidated equity | ||
| Dividends distributed | (1,834) | (1,818) | |
| Changes in treasury shares held | 390 | 809 | |
| Increases (decreases) in other equity components | (495) | 3,420 | |
| SUBTOTAL F. | (1,939) | 2,411 | |
| G. | Cash flow for the period (B+C+D+E+F) | 2,555 | (5,645) |
| H. | Closing net cash/debt (A+G) | 6,066 | (13,978) |
48
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
|---|---|---|
| Increase (decrease) in securities and cash and cash equivalents | 3,971 | (291) |
| Decrease (increase) in current bank debt | 22,455 | (4,081) |
| Decrease (increase) in other current financial assets and liabilities | (27,154) | (1,892) |
| Cash flow for the period pertaining to current net cash/debt | (728) | (6,264) |
| Cash flow for the period pertaining to non-current net cash/debt | 3,283 | 619 |
| Cash flow for the period | 2,555 | (5,645) |
| Consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained | Profit | Total | equity | |||||||||
| Share | IAS | Currency | Total | Treasury | earnings | (loss) for | retained | attributable | ||||
| capital | Share | Legal | transition | translation | Other | reserves | shares | (accumulated | the | earnings | to Group | |
| Euro thousand | (A) | premium | reserve | reserve | reserve | reserves | (B) | (C) | losses) | period | (D) | (A+B+C+D) |
| As at 1 July 2015 | 5,644 | 16,954 | 1,129 | 1,367 | (244) | 211 | 19,417 | (1,199) | (3,006) | 12,953 | 9,947 | 33,809 |
| Allocation of profit | 0 | 9,105 | (9,105) | 0 | 0 | |||||||
| Payment of dividends | (1,818) | (1,818) | (1,818) | |||||||||
| Other changes | 0 | 809 | 2,236 | 2,236 | 3,045 | |||||||
| Comprehensive income (loss) | 70 | 1,114 | 1,184 | 1,249 | 1,249 | 2,433 | ||||||
| As at 31 December 2015 | 5,644 | 16,954 | 1,129 | 1,367 | (174) | 1,325 | 20,601 | (390) | 6,517 | 5,097 | 11,614 | 37,469 |
| As at 1 July 2016 | 5,644 | 16,954 | 1,129 | 1,367 | (813) | 2,167 | 20,804 | (390) | 5,903 | 16,387 | 22,290 | 48,348 |
| Allocation of profit | 0 | 16,387 | (16,387) | 0 | 0 | |||||||
| Payment of dividends | (1,834) | (1,834) | (1,834) | |||||||||
| Other changes | (56) | (56) | 390 | 1,512 | 1,512 | 1,846 | ||||||
| Comprehensive income (loss) | 273 | (2,224) | (1,951) | 7,396 | 7,396 | 5,445 | ||||||
| As at 31 December 2016 | 5,644 | 16,954 | 1,129 | 1,367 | (540) | (113) | 18,797 | 0 | 21,968 | 7,396 | 29,364 | 53,805 |
The half-yearly consolidated financial report includes the condensed half-yearly consolidated financial statements prepared in accordance with IAS 34 and Art. 154 ter of the Consolidated Finance Act, and accordingly, does not include all the disclosures required for annual financial statements and should thus be read together with the Group's consolidated financial statements for the year ended 30 June 2016.
Digital Bros Group's condensed half-yearly consolidated financial statements have been prepared on a going concern basis and by applying the same accounting policies used for the preparation of the annual financial statements for the year ended 30 June 2016.
For information concerning form, content and other general information, as well as the use of estimates, reference should be made to the notes to the consolidated financial statements for the year ended 30 June 2016.
Subsidiaries are companies the Group controls. Control exists when the Group has the power, directly or indirectly, to influence the financial and operating policies of a subsidiary in such a way as to obtain benefits from its operations. The financial statements of subsidiaries are included in the condensed consolidated financial statements for the period ended 31 December 2016 from the date control is obtained until the date control ceases to exist.
The financial statements of subsidiaries used for the consolidation are prepared as of the same reporting date and are adjusted from local GAAP to comply with the accounting policies employed by the Group.
Equity investments in associates are stated at cost less any impairment.
The Group's presentation currency is the euro, which is also the functional currency of the parent company. As at the reporting date, the financial statements of foreign companies with a functional currency other than the euro were translated into the presentation currency as follows:
Exchange differences arising from this process are recognised directly in other comprehensive income and are accumulated in the equity reserve, foreign currency translation reserve.
In preparing the condensed consolidated financial statements for the period ended 31 December 2016, all intragroup assets, liabilities, income and expenses relating to transactions between Group companies have been eliminated, as well as unrealised profits and losses on intragroup transactions.
The tables below provide details of companies consolidated on a line-by-line basis and by using the equity method.
| Name | Operational headquarters |
Country | Capital | % held directly or indirectly |
|---|---|---|---|---|
| 133 W. Broadway | Eugene | USA | \$ 100,000 | 100% |
| Digital Bros S.p.A. | Milan | Italy | € 5,964,334.80 | Parent company |
| Digital Bros China (Shenzhen) Ltd. | Shenzhen | China | € 100,000 | 100% |
| Digital Bros Game Academy S.r.l. | Milan | Italy | € 50,000 | 100% |
| Digital Bros Holdings Ltd. | Milton Keynes | United Kingdom | £ 100,000 | 100% |
| DR Studios Ltd. | Milton Keynes | United Kingdom | £ 60,826 | 100% |
| Game Entertainment S.r.l. | Milan | Italy | € 100,000 | 100% |
| 505 Games S.p.A. | Milan | Italy | € 100,000 | 100% |
| 505 Games France S.a.s. | Francheville | France | € 100,000 | 100% |
| 505 Games Spain Slu | Las Rozas de MadridSpain | € 100,000 | 100% | |
| 505 Games Ltd. | Milton Keynes | United Kingdom | £ 100,000 | 100% |
| 505 Games (US) Inc. | Calabasas (CA) | USA | \$ 100,000 | 100% |
| 505 Games GmbH | Burglengenfeld | Germany | € 50,000 | 100% |
| 505 Games Interactive Inc. | Calabasas (CA) | USA | \$ 100,000 | 100% |
| Game Network S.r.l. | Milan | Italy | € 100,000 | 100% |
| Game Service S.r.l. | Milan | Italy | € 50,000 | 100% |
| Hawken Entertainment Inc. | Mission Viejo | USA | \$ 100,000 | 100% |
| Pipeworks Inc. | Eugene (OR) | USA | \$ 61,929 | 100% |
| 505 Mobile S.r.l. | Milan | Italy | € 100,000 | 100% |
| 505 Mobile (US) Inc. | Calabasas (CA) | USA | \$ 100,000 | 100% |
Associated companies carried at cost:
| Name | Operational headquarters |
Capital | % held directly | % held indirectly |
|---|---|---|---|---|
| Delta DNA Ltd. | Edinburgh, UK | £ 3,005 | 1.04% | 0% |
| Ebooks&Kids S.r.l. | Milan | € 26,366 | 16% | 0% |
| Cityglance S.r.l. in liquidation | Milan | € 10,000 | 42.5% | 0% |
| Ovosonico S.r.l. | Milan | € 100,000 | 36.75% | 0% |
| Seekhana Ltd. | Milton Keynes, UK | £ 10,814 | 31.57% | 0% |
Equity investments held by the Group companies as at 31 December 2016 are as follows:
Acquisitions of businesses are accounted for using the acquisition method in accordance with IFRS 3. At the effective acquisition date, the assets and liabilities that form part of the transaction are recognised at their fair value, except for deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements that are recognised in accordance with the relevant accounting standards. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value; the following, which are recognised and measured in accordance with the relevant accounting standards, are an exception:
The consolidated statement of financial position at 31 December 2016 is set out below together with comparative figures at 30 June 2016:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | ||
|---|---|---|---|---|---|
| Non-current assets | |||||
| 1 | Property, plant and equipment | 6,999 | 7,032 | (33) | -0.5% |
| 2 | Investment property | 0 | 0 | 0 | 0.0% |
| 3 | Intangible assets | 17,461 | 10,458 | 7,003 | 67.0% |
| 4 | Equity investments | 1,280 | 898 | 382 | 42.5% |
| 5 | Non-current receivables and other assets | 1,056 | 1,056 | 0 | 0.0% |
| 6 | Deferred tax assets | 2,794 | 2,619 | 175 | 6.7% |
| Total non-current assets | 29,590 | 22,063 | 7,527 | 34.1% | |
| Non-current liabilities | |||||
| 7 | Employee benefits | (544) | (529) | (15) | 2.8% |
| 8 | Non-current provisions | (26) | (36) | 10 | -26.4% |
| 9 | Other non-current payables and liabilities | 0 | (252) | 252 | n.m. |
| Total non-current liabilities | (570) | (817) | 247 | -30.2% | |
| Net working capital | |||||
| 10 | Inventories | 13,080 | 11,933 | 1,147 | 9.6% |
| 11 | Trade receivables | 32,086 | 34,840 | (2,754) | -7.9% |
| 12 | Current tax assets | 2,709 | 2,019 | 690 | 34.2% |
| 13 | Other current assets | 4,431 | 5,034 | (603) | -12.0% |
| 14 | Trade payables | (24,704) | (21,712) | (2,992) | 13.8% |
| 15 | Current tax liabilities | (6,878) | (6,211) | (667) | 10.8% |
| 16 | Current provisions | 0 | 0 | 0 | n.m. |
| 17 | Other current liabilities | (2,005) | (2,312) | 307 | -13.3% |
| Total net working capital | 18,719 | 23,591 | (4,872) | -20.7% | |
| Capital and reserves | |||||
| 18 | Share capital | (5,644) | (5,644) | 0 | n.m. |
| 19 | Reserves | (18,797) | (20,804) | 2,006 | -9.6% |
| 20 | Treasury shares | 0 | 390 | (390) | n.m. |
| 21 | Retained earnings (accumulated losses) | (29,364) | (22,290) | (7,074) | 31.7% |
| Total equity | (53,805) | (48,348) | (5,457) | 11.3% | |
| Total net assets | (6,066) | (3,511) | (2,555) | 72.8% | |
| 22 | Cash and cash equivalents | 6,756 | 2,785 | 3,971 | n.m. |
| 23 | Current bank debt Other current financial assets and |
(3,474) | (25,929) | 22,455 | -86.6% |
| 24 | liabilities | 1,759 | 28,913 | (27,154) | -93.9% |
| Current net cash/debt | 5,041 | 5,769 | (728) | -12.6% | |
| 25 | Non-current financial assets | 1,310 | 1,195 | 115 | 9.6% |
| 26 | Non-current bank debt | (237) | (1,558) | 1,321 | -84.8% |
| 27 | Other non-current financial liabilities | (48) | (1,895) | 1,847 | -97.5% |
| Non-current net debt | 1,025 | (2,258) | 3,283 | n.m. | |
| Total net cash/debt | 6,066 | 3,511 | 2,555 | 72.8% |
55
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
The balance of this line item went from Euro 7,032 thousand to Euro 6,999 thousand. Movements during the year were as follows:
| Foreign currency |
Use of | 31 | |||||
|---|---|---|---|---|---|---|---|
| Euro thousand | 1 July 2016 |
Additions | Disposals | translation differences |
Deprec iation |
accum. deprec. |
December 2016 |
| Industrial buildings | 4,598 | 0 | 0 | 167 | (81) | 0 | 4,684 |
| Land | 600 | 0 | 0 | 0 | 0 | 0 | 600 |
| Industrial and commercial | |||||||
| equipment | 1,013 | 65 | 0 | 0 | (178) | 0 | 900 |
| Other assets | 821 | 113 | 0 | 0 | (119) | 0 | 815 |
| Total | 7,032 | 178 | 0 | 167 | (378) | 0 | 6,999 |
Movements during the corresponding prior year period were as follows:
| Euro thousand | 1 July 2015 |
Additions | Disposals | Foreign currency translation differences |
Deprec iation |
Use of accum. deprec. |
31 December 2015 |
|---|---|---|---|---|---|---|---|
| Industrial buildings | 2,375 | 0 | 0 | 0 | (50) | 0 | 2,325 |
| Land | 600 | 0 | 0 | 0 | 0 | 0 | 600 |
| Industrial and commercial equipment |
746 | 204 | (6) | 0 | (157) | 6 | 793 |
| Other assets | 1,120 | 364 | 0 | 0 | (134) | 0 | 1,350 |
| Total | 4,841 | 568 | (6) | 0 | (341) | 6 | 5,068 |
Property, plant and equipment, with the exception of land, are depreciated over their individual useful lives.
Industrial buildings include the Trezzano sul Naviglio warehouse, the freehold building used as office and laboratory premises located in Via Labus, Milan, which is used by Digital Bros Game Academy S.r.l. as its operational headquarters, and the property located in Eugene, Oregon, which is owned by 133 W. Broadway and which is used by Pipeworks Inc. as its operational headquarters.
The land pertains to the Trezzano sul Naviglio warehouse, the carrying amount of which is Euro 600 thousand. The Trezzano sul Naviglio warehouse and land had been held under a finance lease and are recognised in accordance with IAS 17. The related purchase option was exercised in the last financial year.
Additions in the period came to Euro 178 thousand, as detailed below:
| Euro thousand | 31 December 2016 | 31 December 2015 |
|---|---|---|
| Improvements made to new building used by 505 Games | ||
| (US) Inc. | 0 | 350 |
| Office automation equipment | 65 | 188 |
| Furnishings | 52 | 3 |
| Improvements made to building used by 505 Games Ltd. | 61 | 0 |
| Other | 0 | 27 |
| Total capital expenditure in the half-year | 178 | 568 |
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
Movements in property, plant and equipment and in accumulated depreciation in the period just ended and in the comparative prior year period, were as follows:
Gross carrying amount of property, plant and equipment
| Foreign | ||||
|---|---|---|---|---|
| currency | ||||
| translation | ||||
| Euro thousand | 1 July 2016 | Additions | differences | 31 December 2016 |
| Industrial buildings | 5,539 | 0 | 167 | 5,706 |
| Land | 600 | 0 | 0 | 600 |
| Plant and machinery | 24 | 0 | 0 | 24 |
| Industrial and commercial | ||||
| equipment | 4,205 | 65 | 0 | 4,270 |
| Other assets | 2,276 | 113 | 0 | 2,389 |
| Total | 12,644 | 178 | 167 | 12,989 |
| 31 December | ||||
|---|---|---|---|---|
| Euro thousand | 1 July 2016 | Additions | Disposals | 2016 |
| Industrial buildings | (941) | (81) | 0 | (1,022) |
| Land | 0 | 0 | 0 | 0 |
| Plant and machinery | (24) | 0 | 0 | (24) |
| Industrial and commercial equipment | (3,192) | (178) | 0 | (3,370) |
| Other assets | (1,455) | (119) | 0 | (1,574) |
| Total | (5,612) | (378) | 0 | (5,990) |
Gross carrying amount of property, plant and equipment
| Euro thousand | 1 July 2015 | Additions | Disposals | 31 December 2015 |
|---|---|---|---|---|
| Industrial buildings | 3,191 | 0 | 0 | 3,191 |
| Land | 600 | 0 | 0 | 600 |
| Plant and machinery | 24 | 0 | 0 | 24 |
| Industrial and commercial | ||||
| equipment | 3,667 | 204 | (6) | 3,865 |
| Other assets | 2,360 | 364 | 0 | 2,724 |
| Total | 9,842 | 568 | (6) | 10,404 |
Accumulated depreciation
| 31 December | ||||
|---|---|---|---|---|
| Euro thousand | 1 July 2015 | Additions | Disposals | 2015 |
| Industrial buildings | (816) | (50) | 0 | (866) |
| Land | 0 | 0 | 0 | 0 |
| Plant and machinery | (24) | 0 | 0 | (24) |
| Industrial and commercial equipment | (2,921) | (157) | 6 | (3,072) |
| Other assets | (1,240) | (134) | 0 | (1,374) |
| Total | (5,001) | (341) | 6 | (5,336) |
All of the intangible assets recognised by the Group have finite useful lives. During the period, the Group recognised an amount of Euro 849 thousand of costs incurred for internal development as intangible assets.
| The following table shows movements in the period just ended and in the comparative prior year period: | |||
|---|---|---|---|
| -------------------------------------------------------------------------------------------------------- | -- | -- | -- |
| 31 December | |||||
|---|---|---|---|---|---|
| Euro thousand | 1 July 2016 | Additions Disposals Amortisation | 2016 | ||
| Concessions and licences | 3,419 | 8,215 | 0 | (2,272) | 9,362 |
| Trademarks and similar rights | 786 | 0 | 0 | (318) | 468 |
| Other assets | 538 | 0 | 0 | (227) | 311 |
| Internally developed assets | 5,715 | 5,699 | (4,094) | 0 | 7,320 |
| Total | 10,458 | 13,914 | (4,094) | (2,817) | 17,461 |
| 31 December | |||||
|---|---|---|---|---|---|
| Euro thousand | 1 July 2015 | Additions Disposals Amortisation | 2015 | ||
| Concessions and licences | 2,750 | 1,612 | 0 | (715) | 3,647 |
| Trademarks and similar rights | 2,334 | 3 | (694) | (489) | 1,154 |
| Other assets | 1,033 | 0 | 0 | (246) | 787 |
| Internally developed assets | 1,829 | 2,241 | (614) | 0 | 3,456 |
| Total | 7,946 | 3,856 | (1,308) | (1,450) | 9,044 |
Internally developed assets consist of costs incurred by the Group for the purchase of intellectual property as well as costs incurred by DR Studios Ltd. and by Pipeworks Inc. in connection with video game development contracts for other Group companies and which were not yet completed at the reporting date.
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
|---|---|---|
| Hawken PC version usage rights | 1,012 | 0 |
| Portal Knight PC version usage rights | 1,340 | 0 |
| How to Survive 2 PC version usage rights | 614 | 0 |
| Virginia PC version usage rights | 399 | 0 |
| Superfight usage rights | 778 | 0 |
| Expenditure on development of ERP systems | 76 | 106 |
| Poker usage rights | 3,188 | 0 |
| Acquisition of Hawken Entertainment Inc. | 759 | 0 |
| Fantasfida | 49 | 489 |
| Brothers usage rights | 0 | 356 |
| Gems of War usage rights | 0 | 300 |
| Other usage rights | 0 | 361 |
| Total additions to concessions and licences | 8,215 | 1,612 |
| Total additions to trademarks and similar rights | 0 | 3 |
| Internal development contracts in progress | 849 | 2,241 |
| Drive Home usage rights | 750 | 0 |
| Portal Knight console version usage rights | 1,009 | 0 |
| How to Survive 2 console version usage rights | 1,320 | 0 |
| Hawken console version usage rights | 291 | 0 |
| Quarantine usage rights | 1,480 | 0 |
| Total additions to internally developed assets | 5,699 | 2,241 |
| Total additions to intangible assets | 13,914 | 3,856 |
Expenditure on intangible assets during the period was as follows:
Part of the additions in the half-year, amounting to Euro 5,913 thousand, relate to the classification as intangible assets of certain video games that constitute intellectual property of the Group and, accordingly, they have been more correctly stated as non-current assets. The video games in question were classified as trade receivables at 30 June 2016.
Movements in intangible assets and in accumulated amortisation in the period just ended and in the comparative prior year period were as follows:
Gross carrying amount of intangible assets
| Euro thousand | 1 July 2016 | Additions | Disposals | 31 December 2016 |
|---|---|---|---|---|
| Concessions and licences | 9,025 | 8,215 | 0 | 17,240 |
| Trademarks and similar rights | 4,486 | 0 | 0 | 4,486 |
| Other | 1,678 | 0 | 0 | 1,678 |
| Internally developed assets | 5,715 | 5,699 | (4,094) | 7,319 |
| Total | 20,904 | 13,914 | (4,094) | 30,724 |
Accumulated amortisation
| Euro thousand | 1 July 2016 | Additions | Disposals | 31 December 2016 |
|---|---|---|---|---|
| Concessions and licences | (5,606) | (2,272) | 0 | (7,878) |
| Trademarks and similar rights | (3,700) | (318) | 0 | (4,018) |
| Other assets | (1,140) | (227) | 0 | (1,367) |
| Total | (10,446) | (2,817) | 0 | (13,263) |
Gross carrying amount of intangible assets
| Euro thousand | 1 July 2015 | Additions | Disposals | 31 December 2015 |
|---|---|---|---|---|
| Concessions and licences | 6,594 | 1,612 | 0 | 8,206 |
| Trademarks and similar rights | 5,175 | 3 | (694) | 4,484 |
| Other assets | 1,678 | 0 | 0 | 1,678 |
| Internally developed assets | 1,829 | 2,241 | (614) | 3,456 |
| Total | 15,276 | 3,856 | (1,308) | 17,824 |
| Euro thousand | 1 July 2015 | Additions | Disposals | 31 December 2015 |
|---|---|---|---|---|
| Concessions and licences | (3,844) | (715) | 0 | (4,559) |
| Trademarks and similar rights | (2,841) | (489) | 0 | (3,330) |
| Other assets | (645) | (246) | 0 | (891) |
| Internally developed assets | 0 | 0 | 0 | 0 |
| Total | (7,330) | (1,450) | 0 | (8,780) |
Equity investments held by the Group at 31 December 2016 and at 30 June 2015 were:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Delta Dna Ltd. | 60 | 60 | 0 |
| Ebooks&Kids S.r.l. | 200 | 200 | 0 |
| Cityglance S.r.l. in liquidation | 45 | 45 | 0 |
| Ovosonico S.r.l. | 540 | 420 | 120 |
| Seekhana Ltd. | 435 | 173 | 262 |
| Total equity investments | 1,280 | 898 | 382 |
Changes in the period concerning associated companies are detailed in paragraph 6 of the directors' report "Analysis of the statement of financial position as at 31 December 2016".
Non-current receivables and other assets at 31 December 2016 amounted to Euro 1,056 thousand.
The components thereof that consist of cautionary deposits pertaining to contractual obligations are as follows:
| Euro thousand | 31 December 2016 |
30 June 2015 |
Change |
|---|---|---|---|
| Cautionary deposits for the rental of office premises used by Italian | |||
| companies | 635 | 635 | 0 |
| Cautionary deposits for the rental of office premises used by | |||
| foreign companies | 196 | 192 | 4 |
| Cautionary deposits for utilities | 1 | 5 | (4) |
| Cautionary deposits for the AAMS and Bingo concessions | 220 | 220 | 0 |
| Other cautionary deposits | 4 | 4 | 0 |
| Total non-current receivables and other assets | 1,056 | 1,056 | 0 |
Deferred tax assets are calculated on tax loss carryforwards and temporary differences between the carrying amount of an asset or liability in the statement of financial position and its tax basis. They are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates/laws that have been enacted or substantively enacted by the end of the reporting period.
The balance at 31 December 2016 amounted to Euro 2,794 thousand, up Euro 175 thousand on the balance at 30 June 2016.
The table below provides details of deferred tax assets grouped by Italian companies, foreign companies and consolidation adjustments:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Italian companies | 648 | (195) | 843 |
| Foreign companies | 1,618 | 2,493 | (875) |
| Consolidation adjustments | 528 | 321 | 207 |
| Total deferred tax assets | 2,794 | 2,619 | 175 |
This provision reflects the actuarial value of the Group's actual employee liability, calculated by an independent actuary in accordance with IAS 19. It increased in the year by Euro 15 thousand.
For the IAS 19 actuarial valuation at 31 December 2016 use was made of a discount rate based on the Iboxx Corporate A 10y+ index, consistent with the rate used at the end of the previous period. Use of a discount rate based on the Iboxx Corporate AA index would not have made a significant difference.
The calculation method can be summarised as follows:
The estimate is based on a period end workforce at the Italian companies of 72 employees.
The economic and financial parameters used in the actuarial calculation are as follows:
The following table shows movements in the provision for employee termination indemnities in the period just ended and in the corresponding prior year period:
| Euro thousand | Period ended 31 December 2016 |
Period ended 30 June 2016 |
|---|---|---|
| Provision for employee termination indemnities at 1 July | 544 | 486 |
| Benefits paid on termination of service | (2) | (15) |
| Allocations to provision in the year | 88 | 179 |
| Measurement of supplementary pension schemes | (78) | (166) |
| Actuarial measurement | (8) | 45 |
| Provision for employee termination indemnities at 31 December 2016 | 544 | 529 |
The Group is not party to any integrated pension plans.
These consist entirely of the provision for agents' indemnities. The balance at 31 December 2016 of Euro 26 thousand was Euro 10 thousand lower than the balance at 30 June 2016 of Euro 36 thousand. The change was attributable to uses of the provision of Euro 14 thousand and allocations to the provision in the period of Euro 4 thousand.
Other non-current payables and liabilities had a nil balance at 31 December 2016, whereas the balance at the 2016 year end consisted entirely of variable remuneration linked to the medium/long-term incentive scheme for directors and key managers that will be paid in September 2017. Accordingly, the payable has been classified within working capital payables.
Inventories consist of finished products for resale. Details are provided below of inventories by distribution channel:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Italian Distribution inventories (A) | 5,305 | 4,804 | 501 |
| 505 Games S.p.A. inventories | 800 | 769 | 31 |
| Foreign subsidiaries' inventories | 6,975 | 6,360 | 615 |
| Premium Games inventories (B) | 7,775 | 7,129 | 646 |
| Total inventories (A+B) | 13,080 | 11,933 | 1,147 |
Inventories went from Euro 11,933 thousand at 30 June 2016 to Euro 13,080 thousand at 31 December 2016, being an increase of Euro 1,147 thousand.
Changes in the period in receivables from customers and receivables pertaining to video game user licenses are summarised as follows:
| Euro thousand | 31 December 2016 |
30 June 2016 |
Change |
|---|---|---|---|
| Receivables from customers - Italy | 4,957 | 4,414 | 543 |
| Receivables from customers - EU | 5,196 | 2,490 | 2,706 |
| Receivables from customers - rest of the world | 9,274 | 9,207 | 67 |
| Provision for doubtful debts | (647) | (1,148) | 501 |
| Total receivables from customers | 18,780 | 14,963 | 3,817 |
| Receivables pertaining to video game user licenses | 13,306 | 19,877 | (6,571) |
| Total trade receivables | 32,086 | 34,840 | (2,754) |
Receivables from customers at 31 December 2016 of Euro 18,780 thousand were Euro 3,817 thousand higher than the balance at 30 June 2016 of Euro 14,963 thousand, in line with the growth in turnover.
Receivables from customers are stated net of the estimated credit notes the Group may have to issue for price repositioning or returns.
Details are provided below of potential credit notes to be issued:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Credit notes for price repositioning | 2,381 | 1,758 | 623 |
| Credit notes for returned goods | 6,204 | 3,870 | 2,334 |
| Total credit notes to be issued | 8,585 | 5,628 | 2,957 |
Credit notes to be issued for price repositioning increased with respect to the balance at 30 June 2016 by Euro 623 thousand, whereas credit notes to be issued for returned goods increased by Euro 2,334 thousand due to sales of trading cards by Game Entertainment S.r.l., as from April 2016, through newsstands that contractually provide for the return of all unsold goods.
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
The provision for doubtful debts decreased in the period by Euro 501 thousand, having gone from Euro 1,148 thousand to Euro 647 thousand at the reporting date. The estimated losses are based on an analytical analysis of each customer's degree of solvency. The change was attributable to an allocation to the provision of Euro 405 thousand to take account of potential losses arising from the bankruptcy of certain customers and uses thereof of Euro 906 thousand with respect to specifically identified balances.
Receivables pertaining to video game user licenses consist of advances paid for licenses not yet exploited or completely exploited as at the reporting date. They decreased in the period by Euro 6,571 thousand to Euro 13,306 thousand. Details are provided below:
| Euro thousand | 31 December | 30 June | Change |
|---|---|---|---|
| 2016 | 2016 | ||
| Advances to developers for licences not yet used | 8,177 | 14,883 | (6,706) |
| Advances to developers for licences partially used | 5,129 | 4,994 | 135 |
| Total receivables pertaining to video game user | |||
| licenses | 13,306 | 19,877 | (6,571) |
The decrease in the period is mainly due to the classification as intangible assets of an amount of Euro 5,913 thousand of video games that constitute intellectual property of the Group and, accordingly, they have been more correctly stated as non-current assets.
Details of current tax assets are provided below:
| Euro thousand | 31 December 2016 |
30 June 2016 |
Change |
|---|---|---|---|
| Receivable under domestic tax group arrangements | 1 | 1 | 0 |
| VAT receivable | 995 | 613 | 382 |
| Tax credit for foreign income tax withholdings | 863 | 403 | 460 |
| IRES refund for IRAP deductibility | 119 | 119 | 0 |
| Other receivables | 731 | 883 | (152) |
| Total current tax assets | 2,709 | 2,019 | 690 |
Current tax assets went from Euro 2,019 thousand at 30 June 2016 to Euro 2,709 thousand at 31 December 2016, being an increase of Euro 690 thousand.
The increase in the VAT receivable of Euro 382 thousand relates to VAT for the month of December attributable to the Italian companies under domestic tax group arrangements.
The increase of Euro 460 thousand in the tax credit for foreign income tax withholdings is due to withholding tax suffered by the subsidiary 505 Games S.p.A. on royalty income payments received.
Other current assets consist of advances paid to suppliers, employees and agents. They went from Euro 5,034 thousand at 30 June 2016 to Euro 4,431 thousand at 31 December 2016. Details of the balance are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Advances to suppliers | 4,226 | 4,826 | (600) |
| Advances to employees | 97 | 92 | 5 |
| Advances to agents | 4 | 13 | (9) |
| Other receivables | 104 | 103 | 1 |
| Total other current assets | 4,431 | 5,034 | (603) |
Advances to suppliers consist of costs incurred in advance, particularly for the localisation and programming of video games and other operating costs, as well as amounts advanced for game production, the rental of equipment and office space. Details are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Advertising | 47 | 32 | 15 |
| Insurance | 79 | 57 | 22 |
| Rent | 200 | 167 | 33 |
| Programming | 1,694 | 2,799 | (1,105) |
| Other operating costs | 1,917 | 1,666 | 251 |
| Other prepaid expenses | 54 | 105 | (51) |
| Production advances | 235 | 0 | 235 |
| Total other current assets | 4,226 | 4,826 | (600) |
The decrease in the period in programming advances of Euro 1,105 thousand is mainly due to a reduction in advances for the PAYDAY 2 video game of Euro 804 thousand.
Trade payables, which amounted to Euro 24,704 thousand at 31 December 2016, increased in the period by Euro 2,992 thousand and were mostly due to publishers for the purchase of finished products and to developers. Details are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Trade payables - Italy | (4,640) | (2,267) | (2,373) |
| Trade payables - EU | (5,257) | (7,610) | (5,257) |
| Trade payables - rest of the world | (14,807) | (11,835) | (2,972) |
| Total trade payables | (24,704) | (21,712) | (2,992) |
The increase in total trade payables is attributable to higher royalties payable and the physical production of video games by 505 Games S.p.A. in line with the rise in sales throughout the entire half-year experienced by the Premium Games operating segment.
Current tax liabilities went from Euro 6,211 thousand at 30 June 2016 to Euro 6,878 thousand at 31 December 2016, representing an increase of Euro 667 thousand. Details are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Income tax | (4,987) | (5,085) | 98 |
| VAT payable | (756) | (236) | (520) |
| Other tax liabilities | (1,135) | (890) | (245) |
| Total current tax liabilities | (6,878) | (6,211) | (667) |
65
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
The increase in the period is mainly due to a higher VAT payable balance attributable to 505 Games Ltd. relating to sales reported in the second quarter of the financial year.
There were no current provisions at 31 December 2016, as was also the case at 30 June 2016.
Other current liabilities amounted to Euro 2,005 thousand, having decreased in the period by Euro 307 thousand. Details are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Amounts due to social security institutions | (446) | (367) | (79) |
| Amounts due to employees | (806) | (838) | 32 |
| Amounts due to contract staff | (54) | (52) | (2) |
| Other payables | (699) | (1,055) | 356 |
| Total other current liabilities | (2,005) | (2,312) | 307 |
Amounts due to employees include accrued holiday pay and leave of absence not taken by the end of the period as well as the future payment of the 14th monthly salary, in addition to accrued variable remuneration pertaining to the half-year that is expected to be paid in September 2017.
The decrease in other payables is mainly due to a reduction in the balance relating to registration fees for training courses already received by Digital Bros Game Academy S.r.l., but which are not attributable to the period due to the timing of the training courses.
| Euro thousand | Share capital (A) |
Share premium |
Legal reserve |
IAS transition reserve |
Currency translation reserve |
Other reserves |
Total reserves (B) |
Treasury shares (C) |
Retained earnings (accumulated losses) |
Profit (loss) for the period |
Total retained earnings (D) |
Consolidated equity attributable to Group (A+B+C+D) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 July 2016 | 5,644 | 16,954 | 1,129 | 1,367 | (813) | 2,167 | 20,804 | (390) | 5,903 | 16,387 | 22,290 | 48,348 |
| Allocation of profit | 0 | 16,387 | (16,387) | 0 | 0 | |||||||
| Payment of dividends | (1,834) | (1,834) | (1,834) | |||||||||
| Other changes | (56) | (56) | 390 | 1,512 | 1,512 | 1,846 | ||||||
| Comprehensive income (loss) | 273 | (2,224) | (1,951) | 7,396 | 7,396 | 5,445 | ||||||
| As at 31 December 2016 | 5,644 | 16,954 | 1,129 | 1,367 | (540) | (113) | 18,797 | 0 | 21,968 | 7,396 | 29,364 | 53,805 |
Details of changes in equity are reported in the consolidated statement of changes in equity. A summary thereof is provided below:
As at 31 December 2016, share capital, which has not changed since 30 June 2016, consists of 14,110,837 ordinary shares with a par value of Euro 0.4 each, amounting to Euro 5,644,334.8. No other types of shares are outstanding. There are no rights, liens or restrictions associated with the ordinary shares.
As indicated in paragraph 13 "Subsequent events", on 11 January 2017, as part of the approval process for the "2016-2026 Stock Option Plan", Digital Bros Group's shareholders in extraordinary general meeting granted a mandate to the Board of Directors to increase the capital, in various tranches, with the disapplication of pre-emption rights pursuant to Art. 2441, paragraph 8, of the Italian Civil Code, up to a total maximum nominal amount of Euro 320,000.00, via the issue, which may be in one or more lots, of a maximum number of 800,000 ordinary shares with a par value of Euro 0.40 each, to be reserved for the beneficiaries of the plan. Accordingly, to date, share capital amounts to Euro 5,964,334.80 of which Euro 5,644,334.80 has been paid.
No specific uses or objectives have been designated for individual equity reserves, other than those laid down by law.
Changes in reserves in the period were:
Details are provided below of the components of the Group's net cash/debt at 31 December 2016 with comparative figures at 30 June 2016:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | |
|---|---|---|---|---|
| 22 | Cash and cash equivalents | 6,756 | 2,785 | 3,972 |
| 23 | Current bank debt | (3,474) | (25,929) | 22,455 |
| 24 | Other current financial assets and liabilities | 1,759 | 28,913 | (27,154) |
| Current net cash/debt | 5,041 | 5,769 | (727) | |
| 25 | Non-current financial assets | 1,310 | 1,195 | 115 |
| 26 | Non-current bank debt | (237) | (1,558) | 1,321 |
| 27 | Other non-current financial liabilities | (48) | (1,895) | 1,847 |
| Non-current net debt | 1,025 | (2,258) | 3,283 | |
| Total net cash/debt | 6,066 | 3,511 | 2,555 |
Net cash increased in the period by Euro 2,555 thousand mainly due to an increase in cash and cash equivalents of Euro 3,972 thousand, a decrease in current bank debt of Euro 22,455 thousand, a decrease in non-current bank debt of Euro 1,321 thousand and in other non-current financial liabilities of Euro 1,847 thousand, only partially offset by a decrease in other current financial assets and liabilities of Euro 27,154 thousand.
The carrying amount of cash and cash equivalents is a reasonable approximation of fair value since these are highly liquid forms of investment, while the carrying amount of finance lease obligations (included in other financial liabilities) is a reasonable approximation of fair value.
The following table shows the Group's financial liabilities at 31 December 2016, grouped by maturity:
| Within 1 | 1 - 5 | Beyond 5 | ||
|---|---|---|---|---|
| Euro thousand | year | years | years | Total |
| Bank overdrafts | (1) | 0 | 0 | (1) |
| Import and export financing | (192) | 0 | 0 | (192) |
| Advances on invoices subject to collection | (299) | 0 | 0 | (299) |
| Unsecured bank loans | (2,982) | (237) | 0 | (3,219) |
| Total bank debt (A) | (3,474) | (237) | 0 | (3,711) |
| Other financial liabilities (B) | (48) | 0 | 0 | (48) |
| Total financial liabilities (A) + (B) | (3,522) | (237) | 0 | (3,759) |
Current net cash/debt consists of the following:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | |
|---|---|---|---|---|
| 22 | Cash and cash equivalents | 6,756 | 2,785 | 3,972 |
| 23 | Current bank debt | (3,474) | (25,929) | 22,455 |
| 24 | Other current financial assets and liabilities | 1,759 | 28,913 | (27,154) |
| Total current net cash/debt | 5,041 | 5,769 | (727) |
Cash and cash equivalents at 31 December 2016, which are entirely unrestricted, amounted to Euro 6,756 thousand, representing an increase in the period of Euro 3,972 thousand, and consisted solely of current account sight deposits.
Current bank debt consists of bank overdrafts, import and export financing, advances on invoices, advances subject to collection and current loan instalments. The decrease in the period of current bank debt of Euro 22,455 thousand is attributable to a decrease in import and export financing of Euro 20,945 thousand, to a decrease in advances on invoices and subject to collection of Euro 1,100 and a decrease in loan instalments due within 12 months of Euro 329 thousand.
Details are provided below:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Bank overdrafts | (1) | (82) | 81 |
| Import and export financing | (192) | (21,137) | 20,945 |
| Advances on invoices and subject to collection | (299) | (1,399) | 1,100 |
| Loan instalments due within 12 months | (2,982) | (3,311) | 329 |
| Total current bank debt | (3,474) | (25,929) | 22,455 |
69
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
Loan instalments due within 12 months at 31 December 2016 consist of Euro 929 thousand relating to the current portion of a loan granted by Unicredit S.p.A. due to mature in January 2018, Euro 1,000 thousand relating to the entire residual loan granted by Monte dei Paschi di Siena S.p.A. due to mature in September 2017 and Euro 1,053 thousand relating to the entire residual loan granted by the Credito Bergamasco division of Banco Popolare due to mature in September 2017.
The Monte Paschi di Siena S.p.A. loan was granted to the parent company on 23 November 2015 and amounted to Euro 1.5 million. The loan has to be repaid within 2 years via the payment of 6 quarterly instalments inclusive of capital and interest as from 30 September 2016 plus two instalments comprising interest alone due to mature on 31 March 2016 and 30 June 2016. Interest is charged at a floating rate based on the 6 month Euribor rate plus a spread of 2 percentage points. The agreement contains covenants of commitment to present to the Bank, for each reference period, an amount of trade flows equating to Euro 1.350 million that may consist of invoices subject to collection channelled through the Bank in the reference period, advances on invoices or documents accepted by the Bank and for which advances had been granted during the reference period, POS flows through a current account opened with the Bank in the customer's name in connection with the card acceptance service via POS (point of sale) equipment issued by the Bank, or the payment of notes and granting of powers for the payment of taxes and dues relating to current account payments made in the reference period via the Bank. For the purpose of verification of compliance with the covenants in the reference period, account will be taken of the volumes accumulated by the various types of eligible trade flows as stipulated above. In the event of failure to comply with the above covenants of commitment, Digital Bros S.p.A. shall pay to the Bank a compensatory amount commensurate with the difference between the interest rate/spread that would have applied if the Company had not taken on the foregoing commitment and the amount shall be calculated on a half-yearly basis as 0.500% of the residual loan existing on the date the failure to comply with the commitment was noted.
The unsecured loan provided by the Credito Bergamasco division of Banco Popolare was granted to the parent company on 22 June 2016 and amounted to Euro 1.75 million. The loan has to be repaid in 15 monthly instalments, the first of which fell due on 31 July 2016 and the last falls due on 30 September 2017. Interest is charged at a floating rate based on the 3 month Euribor rate plus a spread of 1.2 percentage points. The agreement does not include any covenants of commitment or financial covenants.
Current financial assets and liabilities consist of the following:
| Euro thousand | 31 December 2016 |
30 June 2016 | Change |
|---|---|---|---|
| Starbreeze A shares | 0 | 6,000 | (6,000) |
| Starbreeze B shares | 4,042 | 22,972 | (18,930) |
| Fair value of derivatives expiring within 12 months | 0 | 136 | (136) |
| Advances against trade receivables under non-recourse factoring arrangements |
(302) | (128) | (174) |
| Current lease obligations | (15) | (15) | 0 |
| Loan for purchase of property located in Eugene | (1,966) | (52) | (1,914) |
| Total other current financial assets and liabilities | 1,759 | 28,913 | (27,154) |
The Starbreeze A shares held by Digital Bros at 30 June 2016 were all sold on 1 July 2016.
The amount of Starbreeze B shares represents the market value at 31 December 2016 of 2,000,532 Starbreeze B shares (listed on Nasdaq Stockholm First North Premier) entirely held by Digital Bros S.p.A.
The synthetic forward contract for 100 million Swedish Krona that was entered into to hedge foreign exchange risk on 1 June by the subsidiary 505 Games S.p.A. with Unicredit S.p.A. was completely utilised during the half-year.
Advances against trade receivables under non-recourse factoring arrangements amounted to Euro 302 thousand, having increased in the period by Euro 174 thousand, in line with the growth in turnover in the half-year.
Current lease obligations of Euro 15 thousand relate to two lease agreements entered into in the prior financial year with Unicredit Leasing. They consist of Euro 5 thousand relating to a car lease and Euro 10 thousand relating to the lease of a server.
The loan for the purchase of property located in Eugene of Euro 1,966 thousand relates to the entire residual loan granted by Spring Properties Inc. for the purchase of the Eugene property, which is used by Pipeworks Inc. The loan, which amounts to 2,125 thousand U.S. dollars, is repayable in 21 monthly instalments of 15 thousand U.S. dollars, inclusive of interest at an annual rate of 6% plus a final instalment of 2,023 thousand U.S. dollars.
Non-current net debt consists of the following:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change | |
|---|---|---|---|---|
| 25 | Non-current financial assets | 1,310 | 1,195 | 115 |
| 26 | Non-current bank debt | (237) | (1,558) | 1,321 |
| 27 | Other non-current financial liabilities | (48) | (1,895) | 1,847 |
| Non-current net debt | 1,025 | (2,258) | 3,283 |
The balance consists entirely of a loan granted by 505 Games S.p.A. to Shinshuppatsu Junbi Co. Ltd. of an amount of 150,000,000 Yen. The loan, which bears interest at an annual rate of 7 percent, is repayable on demand, but the Group estimates that the counterparty will benefit therefrom for at least 2 years. The loan was granted to the company as part of a broader commercial agreement concerning the development of a number of video games. The change in the period is attributable to the recognition of interest and the change in the exchange rate.
Non-current bank debt consists of the non-current portion of a loan granted to the parent company by Unicredit S.p.A.
This unsecured loan was granted on 1 April 2015 and amounted to Euro 2.5 million; the loan agreement provides for interest payments and the repayment of the loan principal via quarterly instalments in arrears commencing 31 July 2015. Interest is charged at a floating rate based on the 3 month Euribor rate plus a spread of 3.50 percentage points. The agreement contains the following covenants of commitment:
other collateral or unsecured guarantees, for any other loans, unless the security being granted to third parties is extended to the Bank.
In the event of failure to comply with even one of the foregoing commitments, the Bank may terminate the loan agreement in accordance with article 1456 of the Italian Civil Code.
The agreement also contains the following financial covenants:
In the event of failure to comply with the financial covenants, Digital Bros S.p.A. undertakes to submit a statement, prepared by its legal representative, with an indication of the reasons and an indication of the measures adopted, where possible, to restore the original conditions. In such cases, however, the Bank has the right to terminate the loan agreement in accordance with article 1456 of the Italian Civil Code.
The residual amount of Euro 48 thousand relates to lease instalments due beyond twelve months relating to two finance leases entered into with Unicredit Leasing for the purchase of a server and a car. The amount financed under the first lease is Euro 54 thousand and the agreement envisages the payment of fifty nine monthly instalments plus an advance payment of Euro 5 thousand and a purchase option of Euro 1 thousand. The lease agreement expires on 29 December 2020. Instalments due within twelve months amount to Euro 30 thousand. Interest is charged at a floating rate based on the 3 month Euribor rate plus a spread of 3 percentage points. The amount financed under the car lease is Euro 31 thousand and the agreement envisages the payment of fifty nine monthly instalments plus an advance payment of Euro 1 thousand and a purchase option of Euro 1 thousand. The lease agreement expires on 28 April 2021. Instalments due within twelve months amount to Euro 18 thousand. Interest is payable at a floating rate of 1.41%.
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Due within 12 months | 15 | 15 | 0 |
| 1-5 years | 48 | 55 | (7) |
| Beyond 5 years | 0 | 0 | 0 |
| Total | 63 | 70 | (7) |
The following table shows finance lease payments by maturity:
The Group's commitments almost entirely consist of commitments assumed under executed contracts:
| Euro thousand | 31 December 2016 | 30 June 2016 | Change |
|---|---|---|---|
| Commitments assumed under executed contracts | (22,007) | (27,921) | 5,914 |
| Commitment to subscribe to Ovosonico S.r.l.'s capital | (180) | (300) | 120 |
| Commitment to subscribe to Seekhana Ltd.'s capital | (1,423) | (1,621) | 198 |
| Total commitments | (23,610) | (29,842) | (6,232) |
Commitments assumed under executed contracts relate to future outlays by the Group with respect to licenses and user rights to video games not yet completed or for which production had not yet begun at the reporting date.
The commitment to subscribe to Ovosonico S.r.l.'s capital relates to an agreement executed on 11 September 2015 for the subscription of an amount of Euro 720 thousand of which Euro 540 thousand was paid on 31 December 2016.
The commitment to subscribe to Seekhana Ltd.'s capital relates to an agreement executed on 18 January 2016 for the subscription of an amount of Euro 2,000,000 million U.S. dollars, as well as an initial subscription of 2,600 British pounds, of which 500 thousand U.S. dollars was paid on 31 December 2016.
Details are provided below of revenue by operating segment, except for the Holding segment, which does not generate revenue:
| Euro thousand | Development | Free to Play |
Premium Games |
Italian Distribution |
Other Activities |
Total | |
|---|---|---|---|---|---|---|---|
| 1 Gross revenue | 2,863 | 3,866 | 47,535 | 10,475 | 404 | 65,143 | |
| Revenue | |||||||
| 2 | adjustments | 0 | 0 | (2,334) | (895) | (224) | (3,453) |
| 3 Net revenue | 2,863 | 3,866 | 45,201 | 9,580 | 180 | 61,690 |
The same details for the period ended 31 December 2015 are as follows:
| Euro thousand | Development | Free to Play |
Premium Games |
Italian Distribution |
Other Activities |
Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gross revenue | 916 | 1,883 | 28,218 | 13,937 | 336 | 45,290 |
| Revenue | |||||||
| 2 | adjustments | 0 | 0 | (1,328) | (1,024) | (44) | (2,396) |
| 3 | Net revenue | 916 | 1,883 | 26,890 | 12,913 | 292 | 42,894 |
Gross consolidated revenue for the half-year amounted to Euro 65,143 thousand, up by 43.8% on the figure for the first half of the previous financial year of Euro 45,290 thousand. The launch in the half-year of the Assetto Corsa video game and the continuous revenue stream arising from sales of the Rocket League video game, launched at the end of the prior year, were determinants of the Group's performance in the half-year.
In addition to the positive trend in revenue reported by the Premium Games operating segment that grew by Euro 19,317 thousand, the period benefited from growth in revenue reported by the Free to Play and Development operating segments that was up by Euro 1,983 thousand and Euro 1,947 thousand, respectively. The Italian Distribution operating segment reported a falling trend with a loss in turnover in the half-year of Euro 3,462 thousand.
A breakdown is provided below of revenue by operating segment for the periods ended 31 December 2016 and 2015:
| Euro thousand | Gross revenue | Net revenue | ||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | Change | 2016 | 2015 | Change | |||
| Premium Games | 47,535 | 28,218 | 19,317 | 68.5% | 45,201 | 26,890 | 18,311 | 68.1% |
| Italian Distribution | 10,475 | 13,937 | (3,462) | -24.8% | 9,580 | 12,913 | (3,333) | -25.8% |
| Free to Play | 3,866 | 1,883 | 1,983 | n.m. | 3,866 | 1,883 | 1,983 | n.m. |
| Development | 2,863 | 916 | 1,947 | n.m. | 2,863 | 916 | 1,947 | n.m |
| Other Activities | 404 | 336 | 68 | 20.2% | 180 | 292 | (112) | -38.4% |
| Total gross | ||||||||
| revenue | 65,143 | 45,290 | 19,853 | 43.8% | 61,690 | 42,894 | 18,796 | 43.8% |
Revenue reported by the Premium Games operating segment amounted to Euro 47,535 thousand and was the major contributor to consolidated revenue, as had also been the case in prior years. Details are provided below of revenue by video game:
| Amounts in Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change |
|---|---|---|---|
| Rocket League | 13,927 | 0 | 13,927 |
| Assetto Corsa | 9,119 | 0 | 9,119 |
| PAYDAY 2 | 7,519 | 11,146 | (3,627) |
| Terraria | 7,448 | 9,204 | (1,756) |
| Sniper Elite V3 | 2,916 | 4,124 | (1,208) |
| Abzu | 2,865 | 0 | 2,865 |
| Other products | 1,271 | 878 | 393 |
| How to Survive | 865 | 806 | 59 |
| Portal Knights | 855 | 0 | 855 |
| Brothers | 406 | 2,060 | (1,654) |
| Virginia | 344 | 0 | 344 |
| Total Premium Games gross revenue | 47,535 | 28,218 | 19,317 |
The operating segment's revenue was substantially boosted by sales of products launched in the half-year, namely Assetto Corsa (Euro 9,119 thousand) and Abzu (Euro 2,865 thousand). However, the product that generated the highest volumes during the period was Rocket League (retail versions for the Sony Playstation 4 and Microsoft Xbox One platforms), which produced revenue of Euro 13,927 thousand. The video game was launched in June 2016 and has remained in the video games sales charts throughout the period.
The video games, which have been drivers of the Group's results in recent years, that is, PAYDAY 2 and Terraria, generated revenue in the half-year of Euro 7,519 thousand and Euro 7,448 thousand, respectively, despite the fact that they were launched years ago, providing proof of the extremely long lifespan that video games may now count on following the digitalisation of the market.
Of note, especially with a view to the future, is the trend in sales of Portal Knights, a video game for which the intellectual property pertaining thereto is fully held by the Group. During the half-year, only an Early Access PC version of the game was available on the Steam marketplace and it generated revenue of Euro 855 thousand. The final PC version of the video game, together with the brand new console versions, shall be available as from the fourth quarter.
The decrease in revenue reported by the Italian Distribution operating segment was attributable to a fall in revenue generated by the distribution of video games and in revenue arising from the sale of Yu-gi-oh! trading cards. In the comparative half-year the operating segment had in fact benefited from the simultaneous launch of PES 2016 and Metal Gear Solid, which was not replicated in the half-year just ended.
Worthy of note is the percentage growth in revenue reported by the Free to Play operating segment that more than doubled from Euro 1,883 thousand reported in the comparative half-year to Euro 3,866 thousand in the period just ended. This operating segment also benefited from the launch of new products such as Hawken and Prominence Poker, even though the video game that generated the largest portion of revenue was Gems of War, which was launched in November 2014 and which generated revenue in the half-year of Euro 1,502 thousand.
The focus of the U.S. subsidiary Pipeworks' operations almost entirely on job orders for non-Group third party customers made it possible to more than triple revenue achieved by the Development operating segment that went from Euro 916 thousand for the comparative half-year to Euro 2,863 thousand for the period ended 31 December 2016
The Other Activities operating segment's revenue amounted to Euro 404 thousand and related to sales generated by the Daily Fantasy Sport Fantasfida and revenue generated by courses organised by Digital Bros Game Academy S.r.l.
This consists of:
| Period ended | Period ended | Change | % | ||
|---|---|---|---|---|---|
| Euro thousand | 31 December 2016 | 31 December 2015 | |||
| 23 | Interest and finance income | 8,725 | 1,972 | 6,753 | n.m. |
| Interest expense and finance | |||||
| 24 | costs | (1,963) | (865) | (1,098) | n.m. |
| 25 | Net finance income (costs) | 6,762 | 1,107 | 5,655 | n.m. |
Net finance income amounted to Euro 6,762 thousand, compared to Euro 1,107 thousand for the comparative prior year period.
Details of interest and finance income are provided below:
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change | % |
|---|---|---|---|---|
| Exchange gains | 1,045 | 522 | 523 | n.m. |
| Finance income | 7,608 | 1,447 | 6,161 | n.m. |
| Other | 73 | 3 | 70 | n.m. |
| Total interest and financial income | 8,725 | 1,969 | 6,683 | n.m. |
Interest and finance income increased by Euro 6,753 thousand compared to the comparative prior year period. This mainly consisted of gains recognised on the sale and purchase of Starbreeze shares of Euro 7,599 thousand and exchange gains of Euro 1,045 thousand.
Interest expense and finance costs amounted to Euro 1,963 thousand, representing an increase of Euro 1,098 thousand compared to the figure reported for the period ended 31 December 2015, attributable to finance costs of Euro 736 thousand relating to losses recognised on the sale and purchase of Starbreeze shares and an increase in exchange losses of Euro 222 thousand.
Details are provided below of interest expense:
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change | % |
|---|---|---|---|---|
| Interest charged by banks on current accounts | ||||
| and trade finance | (310) | (225) | (85) | 37.9% |
| Interest on loans and leases | (115) | (54) | (60) | n.m. |
| - | ||||
| Factoring interest | (4) | (10) | 6 | 58.5% |
| Total interest expense payable to lenders | (429) | (289) | (139) | 48.2% |
| Exchange losses | (798) | (576) | (222) | 38.4% |
| Finance costs | (736) | 0 | (736) | n.m. |
| Total interest expense | (1,963) | (865) | (1,098) | n.m. |
Details of current and deferred taxes for the period ended 31 December 2016 are provided below:
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change | % |
|---|---|---|---|---|
| Current tax | (3,429) | (1,665) | (1,764) | n.m. |
| Deferred tax | 152 | 938 | (786) | n.m. |
| Total income tax expense | (3,277) | (727) | (2,550) | n.m. |
The increase in the period in net tax expense is in line with the income trend.
As required by Consob Resolution 15519 of 27 July 2006, non-recurring income and expenses are shown separately in the statement of profit or loss. These are generated by transactions or events that by nature do not occur on a regular basis in the ordinary course of business.
The Group did not recognise any non-recurring income and expenses in the period.
Digital Bros Group develops, publishes, distributes and markets video games on an international scale.
During the course of the previous financial year, the Group's organisational structure and operating segments were revised. The previous organisation was structured based on its distribution channels, International Publishing and Mobile, whereas it has been decided to focus on the type of games, namely Premium Games and Free to Play. The structure of the Development, Italian Distribution, Other Activities and Holding operating segments has remained unchanged.
The change made to the organisational structure was needed to reflect the differences that exist between Premium and Free to Play games in terms of production, product positioning, marketing and financial planning. The publishing of Free to Play games was initially limited to the Apple and Google marketplaces, while the Sony and Microsoft console marketplaces offered solely traditional Premium games. From the moment it became possible to publish Free to Play games for Sony Playstation 4 and Microsoft Xbox One consoles, there was no longer a need for a distribution channel based organisation as opposed to an organisation that is predominantly based on the type of games published.
For the sake of comparison, the comparative prior year statement of profit or loss figures have been restated to reflect the current operating segments.
Accordingly, the Group is organised into five operating segments:
The directors monitor the results of each operating segment separately in order to decide how to allocate resources and verify the results. Finance income and costs (including loan interest and charges) and income tax are managed at Group level and are not allocated to the operating segments.
The results by operating segment for the periods ended 31 December 2016 and 2015 are set out below. Reference should be made to paragraph 7 of the directors' report for comments thereon.
| Premium | Other | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in Euro thousand | Development | Free to Play | Games | Italian Distribution | Activities | Holding | Total | |
| 1 | Revenue | 2,863 | 3,866 | 47,535 | 10,475 | 404 | (0) | 65,143 |
| 2 | Revenue adjustments | 0 | 0 | (2,334) | (895) | (224) | 0 | (3,453) |
| 3 | Total revenue | 2,863 | 3,866 | 45,201 | 9,580 | 180 | (0) | 61,690 |
| 4 | Purchase of products for resale | 0 | (0) | (9,067) | (6,620) | 0 | 0 | (15,687) |
| 5 | Purchase of services for resale | (313) | (1,252) | (2,144) | (252) | (92) | 0 | (4,053) |
| 6 | Royalties | 0 | (207) | (17,667) | 0 | (39) | 0 | (17,913) |
| 7 | Changes in inventories of finished products | 0 | 0 | 646 | 501 | 0 | 0 | 1,147 |
| 8 | Total cost of sales | (313) | (1,459) | (28,232) | (6,371) | (131) | 0 | (36,506) |
| 9 | Gross profit (3+8) | 2,550 | 2,407 | 16,969 | 3,209 | 49 | (0) | 25,184 |
| 10 | Other income | 351 | 496 | 14 | 22 | 0 | (0) | 883 |
| 11 | Cost of services | (191) | (474) | (3,346) | (854) | (631) | (720) | (6,216) |
| 12 | Lease and rental charges | 0 | (33) | (293) | (23) | (6) | (373) | (728) |
| 13 | Labour costs | (2,009) | (2,247) | (3,612) | (767) | (349) | (1,419) | (10,403) |
| 14 | Other operating costs | (68) | (34) | (247) | (92) | (22) | (746) | (1,209) |
| 15 | Total operating costs | (2,268) | (2,788) | (7,498) | (1,736) | (1,008) | (3,258) | (18,556) |
| 16 | Gross operating margin (EBITDA) (9+10+15) | 633 | 115 | 9,485 | 1,495 | (959) | (3,258) | 7,511 |
| 17 | Depreciation and amortisation | (296) | (1,290) | (1,214) | (102) | (187) | (106) | (3,195) |
| 18 | Allocations to provisions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 19 | Impairment losses recognised on assets | 0 | 0 | 0 | (405) | 0 | 0 | (405) |
| 20 | Reversal of impairment losses and non-monetary income | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 21 | Total non-monetary income and operating costs | (296) | (1,290) | (1,214) | (507) | (187) | (106) | (3,600) |
| 22 | Operating margin (EBIT) (16+21) | 337 | (1,175) | 8,271 | 988 | (1,146) | (3,364) | 3,911 |
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2015
Consolidated statement of profit or loss by operating segment for the period ended 31 December 2015
| Premium | Other | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in Euro thousand | Development | Free to Play | Games | Italian Distribution | Activities | Holding | Total | |
| 1 | Revenue | 916 | 1,883 | 28,218 | 13,937 | 336 | 0 | 45,290 |
| 2 | Revenue adjustments | 0 | 0 | (1,328) | (1,024) | (44) | 0 | (2,396) |
| 3 | Total revenue | 916 | 1,883 | 26,890 | 12,913 | 292 | 0 | 42,894 |
| 4 | Purchase of products for resale | 0 | 0 | (3,895) | (8,196) | 0 | 0 | (12,091) |
| 5 | Purchase of services for resale | (342) | (533) | (2,372) | 0 | (39) | 0 | (3,286) |
| 6 | Royalties | 0 | (360) | (7,553) | 0 | (56) | 0 | (7,969) |
| 7 | Changes in inventories of finished products | 0 | 0 | (484) | (1,201) | 0 | 0 | (1,685) |
| 8 | Total cost of sales | (342) | (893) | (14,304) | (9,397) | (95) | 0 | (25,031) |
| 9 | Gross profit (3+8) | 574 | 990 | 12,586 | 3,516 | 197 | 0 | 17,863 |
| 10 | Other income | 2,188 | 401 | 38 | 18 | 119 | 0 | 2,764 |
| 11 | Cost of services | (124) | (473) | (2,289) | (1,204) | (2,013) | (641) | (6,744) |
| 12 | Lease and rental charges | (69) | (39) | (251) | (31) | (11) | (383) | (784) |
| 13 | Labour costs | (2,422) | (1,472) | (3,368) | (895) | (265) | (1,414) | (9,836) |
| 14 | Other operating costs | (98) | (37) | (257) | (120) | (25) | (229) | (766) |
| 15 | Total operating costs | (2,713) | (2,021) | (6,165) | (2,250) | (2,314) | (2,667) | (18,130) |
| 16 | Gross operating margin (EBITDA) (9+10+15) | 49 | (630) | 6,459 | 1,284 | (1,998) | (2,667) | 2,497 |
| 17 | Depreciation and amortisation | (301) | (659) | (575) | (86) | (112) | (58) | (1,791) |
| 18 | Allocations to provisions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 19 | Impairment losses recognised on assets | 0 | (425) | 0 | 0 | 0 | 0 | (425) |
| 20 | Reversal of impairment losses and non-monetary income | 0 | 588 | 0 | 0 | 0 | 0 | 588 |
| 21 | Total non-monetary income and operating costs | (301) | (496) | (575) | (86) | (112) | (58) | (1,628) |
| 22 | Operating margin (EBIT) (16+21) | (252) | (1,126) | 5,884 | 1,198 | (2,110) | (2,725) | 869 |
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2015
Development: the Development operating segment designs and develops video games and similar applications. Its operations are conducted through a dedicated organisational structure. The operating segment undertakes development projects on behalf of Group companies and external customers. This work is performed exclusively by Pipeworks Inc.
Premium Games: its operations consist of the acquisition of video game content exploitation rights from developers and the subsequent distribution of the games through a traditional international sales network and via digital marketplaces such as Steam, Sony PlayStation Network and Microsoft Xbox Live.
The video games are normally acquired under exclusive licence and with international exploitations rights valid for several years. The Group operates globally in the Premium Games segment under the 505 Games brand.
Premium Games' operations were conducted during the period by the subsidiary 505 Games S.p.A., which coordinates the operating segment, together with 505 Games France S.a.s., 505 Games Ltd., 505 Games (US) Inc., 505 Games Spain Slu and 505 Games GmbH, which operate in the French, UK, U.S., Spanish and German markets, respectively. 505 Games Interactive (US) Inc. provides consulting services on behalf of 505 Games S.p.A. During the course of the period, the liquidation process concerning the Swedish company 505 Games Nordic AB was completed. Digital Bros China Ltd. operated in the period as a business developer for the Asian markets.
Free to Play: Its operations consist of the development and the publishing of video games that are made available to the public free of charge, but which allow the gamer to purchase credits to use subsequently during the various stages of the game. With respect to Premium video games, Free to Play games are generally simpler and have a longer lifespan, since the video game is continuously developed and improved subsequent to its launch, in order to encourage the public to continue playing and to spend money on the game.
The operating segment is coordinated by the subsidiary 505 Mobile S.r.l. together with the U.S. company 505 Mobile (US) Inc., which provides internal consulting services, the UK company DR Studios Ltd., which is a developer of Free to Play games and the newly formed company Hawken Entertainment Inc., which is the developer of the Hawken video game.
The Group operates globally in this segment under the 505 Mobile brand.
Italian Distribution: this consists of the distribution in Italy of video games purchased from international publishers.
Business operations are conducted by the parent, Digital Bros S.p.A., under the Halifax brand and by the subsidiary Game Entertainment S.r.l., which handles distribution via the newsstand distribution channel.
The Group also distributes the Yu-Gi-Oh! trading card game in Italy.
Other Activities: this operating segment handles all of the Group's less significant activities, which are thus allocated to a separate operating segment for a logical presentation of the results. It includes the operations of the subsidiary Game Network S.r.l., which manages paid games under concession from AAMS (Italian State Monopoly Administration) and the operations of the subsidiary Digital Bros Game Academy S.r.l., which organises specialist IT and gaming courses, training courses and professional update courses, inclusive of through the use of multimedia.
Holding: this includes all the coordinating functions carried out by Digital Bros S.p.A. on behalf of the various operating segments, particularly the implementation of sound financial policies to support the Group's operations, the management of the Group's property, brand management and the management of equity investments. The Holding operating segment also handles administration, management control and business development.
Details are provided below of gross revenue by geographical segment:
| Period ended | Period ended | |||||
|---|---|---|---|---|---|---|
| Euro thousand | 31 December 2016 | 31 December 2015 | Change | |||
| Europe | 19,382 | 30% | 8,820 | 17% | 10,562 | 119.8% |
| The Americas | 31,456 | 48% | 21,445 | 44% | 10,011 | 46.7% |
| Rest of the world | 3,426 | 5% | 752 | 2% | 2,674 | n.m. |
| Total foreign revenue | 54,264 | 83% | 31,017 | 63% | 23,247 | 74.9% |
| Italy | 10,879 | 17% | 14,273 | 37% | (3,394) | -23.8% |
| Total gross consolidated revenue | 65,143 | 100% | 45,290 | 100% | 19,853 | 43.8% |
Foreign revenue accounted for 83% of gross consolidated revenue compared to the comparative prior year figure of 63%.
Rest of the world revenue relates to sales made by the subsidiary 505 Games Ltd., mainly in Australia, the Middle East and South Africa.
The most significant portion of foreign revenue is generated by the Premium Games operating segment, which generated foreign revenue of Euro 47,535 thousand, accounting for 87.6% of total foreign revenue.
Details are provided below of gross foreign revenue by operating segment:
| Euro thousand | Period ended 31 December 2016 |
Period ended 31 December 2015 |
Change | |||
|---|---|---|---|---|---|---|
| Free to Play | 3,866 | 7% | 1,883 | 15% | 1,983 | n.m. |
| Premium Games | 47,535 | 88% | 28,218 | 83% | 19,317 | 68.5% |
| Development | 2,863 | 5% | 916 | 2% | 1,947 | n.m. |
| Total gross foreign revenue | 54,264 | 100% | 31,017 | 100% | 23,247 | 74.9% |
The Development operating segment's revenue includes revenue earned by Pipeworks Inc. from development contracts with non-Group customers.
In accordance with Consob Resolution 17221 of 12 March 2010, it is hereby disclosed that all commercial and financial transactions between Digital Bros Group companies and between those companies and other non-subsidiary related parties have been conducted at arm's length and do not qualify as atypical or unusual transactions.
Intercompany transactions have been described in section 8 of the directors' report on intercompany and related party transactions and atypical/unusual transactions, to which reference should be made.
Related party transactions consist of:
Both Matov Imm. S.r.l. and Matov LLC are owned by Abramo and Raffaele Galante.
Transactions in the period ended 31 December 2016 are summarised below:
| Euro thousand | Receivables | Payables | Revenue | Costs | ||
|---|---|---|---|---|---|---|
| comm. | finan. | comm. | finan. | |||
| Dario Treves | 0 | 0 | (22) | 0 | 0 | (131) |
| Matov Imm. S.r.l. | 0 | 635 | 0 | 0 | 0 | (376) |
| Matov LLC | 0 | 140 | 0 | 0 | 0 | (206) |
| Total | 0 | 775 | (22) | 0 | 0 | (713) |
Transactions in the period ended 31 December 2015 were as follows:
| Euro thousand | Receivables | Payables | Revenue | Costs | ||
|---|---|---|---|---|---|---|
| comm. | finan. | comm. | finan. | |||
| Dario Treves | 0 | 0 | (22) | 0 | 0 | (124) |
| Matov Imm. S.r.l. | 0 | 635 | 0 | 0 | 0 | (395) |
| Matov LLC | 0 | 136 | 0 | 0 | 0 | (138) |
| Total | 0 | 771 | (22) | 0 | 0 | (657) |
The financial receivable due to Digital Bros S.p.A. by Matov Imm. S.r.l. relates to a cautionary deposit paid for the office premises located at Via Tortona 37, Milan.
The financial receivable due to 505 Games (US) Inc. by Matov LLC relates to a cautionary deposit paid against lease obligations for the Calabasas offices, which are located in California and which are used by a number of U.S. subsidiaries.
Digital Bros Group Half-yearly financial report for the six months ended 31 December 2016
Lease instalments for the Milan offices paid during the period by Digital Bros S.p.A. to Matov Imm. S.r.l. amount to Euro 353 thousand. As from December 2015, on the occasion of contract renewal for a further six years, the annual lease charge was reduced by Euro 60 thousand.
Lease instalments for the Francheville offices paid during the period by 505 Games France S.as. amount to Euro 23 thousand.
In November 2013, a lease agreement was entered into between the subsidiary 505 Games (US) Inc. and Matov LLC, a related party owned by the Galante family. The transaction was governed by the "Procedure for related party transactions" adopted by Digital Bros S.p.A. pursuant to Consob Regulation 17221 of 12 March 2010 and envisages an annual lease charge of 408 thousand U.S. dollars.
Digital Bros S.p.A., in its capacity as parent company/consolidating company, has opted for tax consolidation allowed by Italian law, for the period 2015-2017, with the companies 2015 Games Mobile S.r.l., Game Entertainment S.r.l., Game Service S.r.l., 505 Games S.p.A., Digital Bros Game Academy S.r.l. and Game Network S.r.l. Membership of a domestic tax group has made it necessary to prepare an implementing regulation to govern intercompany transactions to ensure there are no grounds for prejudice against individual participants in the system.
There were no atypical or unusual transactions in the period just ended or in the corresponding prior year period, as defined by Consob Communication DEM 6064293 of 28 July 2006.
We, the undersigned, Abramo Galante, chairman of the Board of Directors and Stefano Salbe, financial reporting manager of Digital Bros Group, hereby declare, including in accordance with Art. 154-bis (3) and (4) of Legislative Decree 58 of 24 February 1998:
We also confirm that:
Milan, 28 February 2017
Signed
Chairman of the Board of Directors Financial Reporting Manager
Abramo Galante Stefano Salbe
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