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| | | | F-1 | | |
| | |
As of
June 30, 2023 |
| |||
| | |
(US$ in thousands)
|
| |||
Cash(1) | | | | | 68,581 | | |
Total indebtedness
|
| | | | — | | |
Shareholders’ equity/(deficit) | | | | | | | |
Additional paid-in capital
|
| | | | 24,000 | | |
Share-based payments reserve
|
| | | | 144,608 | | |
Translation reserve
|
| | | | 4,474 | | |
Accumulated deficit
|
| | | | (308,851) | | |
Total shareholders’ equity/(deficit)
|
| | | | (135,769) | | |
Total capitalization(2)
|
| | | | (135,769) | | |
| | |
H1 2021
|
| |
H2 2021
|
| |
H1 2022
|
| |
H2 2022
|
| ||||||||||||
Monthly Payer Conversion
|
| | | | 5.2% | | | | | | 7.3% | | | | | | 4.7% | | | | | | 4.1% | | |
| | |
Six months ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(US$ in thousands)
|
| |||||||||
Revenue | | | | | 234,139 | | | | | | 252,780 | | |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | |
Cost of revenue:
|
| | | | | | | | | | | | |
Platform commissions
|
| | | | (56,428) | | | | | | (68,839) | | |
Game operating cost
|
| | | | (26,785) | | | | | | (20,540) | | |
Other operating income
|
| | | | 1,539 | | | | | | 376 | | |
Selling and marketing expenses
|
| | | | (129,135) | | | | | | (91,289) | | |
General and administrative expenses
|
| | | | (14,796) | | | | | | (14,808) | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (4,296) | | | | | | (3,919) | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | (229,901) | | | | | | (199,019) | | |
Depreciation and amortization
|
| | | | (2,903) | | | | | | (3,617) | | |
Profit from operations
|
| | | | 1,335 | | | | | | 50,144 | | |
Finance income
|
| | | | 3,042 | | | | | | 335 | | |
Finance expenses
|
| | | | (1,992) | | | | | | (1,279) | | |
Change in fair value of share warrant obligations and other financial instruments
|
| | | | 10,547 | | | | | | 7,268 | | |
Share of loss of equity-accounted associates
|
| | | | (515) | | | | | | (1,640) | | |
Profit before income tax
|
| | | | 12,417 | | | | | | 54,828 | | |
Income tax expense
|
| | | | (1,074) | | | | | | (2,090) | | |
Profit for the period, net of tax
|
| | | | 11,343 | | | | | | 52,738 | | |
Attributable to equity holders of the Company
|
| | | | 11,343 | | | | | | 53,063 | | |
Attributable to non-controlling interest
|
| | | | — | | | | | | (325) | | |
| | |
Six months ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(US$ in thousands)
|
| |||||||||
Other comprehensive income | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | 1,007 | | | | | | 3,177 | | |
Foreign currency translation difference
|
| | | | 981 | | | | | | 3,177 | | |
Other
|
| | | | 26 | | | | | | — | | |
Total comprehensive income for the year, net of tax
|
| | | | 12,350 | | | | | | 55,915 | | |
Attributable to equity holders of the Company
|
| | | | 12,350 | | | | | | 56,240 | | |
Attributable to non-controlling interest
|
| | | | — | | | | | | (325) | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2022
|
| |
2021
|
| |
2020(1)
|
| |||||||||
| | |
(US$ in thousands)
|
| |||||||||||||||
Revenue | | | | | 479,688 | | | | | | 434,094 | | | | | | 260,892 | | |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | | | | | | | |
Cost of revenue:
|
| | | | | | | | | | | | | | | | | | |
Platform commissions
|
| | | | (129,623) | | | | | | (117,229) | | | | | | (75,163) | | |
Game operating cost
|
| | | | (44,036) | | | | | | (18,945) | | | | | | (17,390) | | |
Other operating income
|
| | | | 1,327 | | | | | | — | | | | | | — | | |
Selling and marketing expenses
|
| | | | (152,674) | | | | | | (270,065) | | | | | | (165,756) | | |
General and administrative expenses
|
| | | | (36,119) | | | | | | (23,031) | | | | | | (3,689) | | |
Goodwill and investments in equity accounted associates’
impairment |
| | | | (62,828) | | | | | | — | | | | | | — | | |
Share Listing Expense
|
| | | | — | | | | | | (125,438) | | | | | | — | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (29,987) | | | | | | (102) | | | | | | — | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | (453,940) | | | | | | (554,810) | | | | | | (261,998) | | |
Depreciation and amortization
|
| | | | (6,901) | | | | | | (2,540) | | | | | | (561) | | |
Profit/(loss) from operations
|
| | | | 18,847 | | | | | | (123,256) | | | | | | (1,667) | | |
Finance income
|
| | | | 1,868 | | | | | | 79 | | | | | | 1,998 | | |
Finance expenses
|
| | | | (2,191) | | | | | | (3,220) | | | | | | (220) | | |
Change in fair value of share warrant obligations and other financial instruments
|
| | | | 2,767 | | | | | | 10,080 | | | | | | — | | |
Share of loss of equity-accounted associates
|
| | | | (10,121) | | | | | | — | | | | | | — | | |
Profit/(loss) before income tax
|
| | | | 11,170 | | | | | | (116,317) | | | | | | 111 | | |
Income tax expense
|
| | | | (3,760) | | | | | | (1,127) | | | | | | (862) | | |
Profit/(loss) for the year, net of tax
|
| | | | 7,410 | | | | | | (117,444) | | | | | | (751) | | |
Attributable to equity holders of the Company
|
| | | | 7,303 | | | | | | (117,455) | | | | | | (751) | | |
Attributable to non-controlling interest
|
| | | | 107 | | | | | | 11 | | | | | | — | | |
Other comprehensive income/(loss)
|
| | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | 3,338 | | | | | | 11 | | | | | | 15 | | |
Foreign currency translation difference
|
| | | | 3,456 | | | | | | 36 | | | | | | — | | |
Other
|
| | | | (118) | | | | | | (25) | | | | | | 15 | | |
Total comprehensive income/(loss) for the year, net of tax
|
| | | | 10,748 | | | | | | (117,433) | | | | | | (736) | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2022
|
| |
2021
|
| |
2020(1)
|
| |||||||||
| | |
(US$ in thousands)
|
| |||||||||||||||
Attributable to equity holders of the Company
|
| | | | 10,641 | | | | | | (117,444) | | | | | | (736) | | |
Attributable to non-controlling interest
|
| | | | 107 | | | | | | 11 | | | | |
|
—
|
| |
| | |
Six months ended
June 30, |
| |
Year ended
December 31, |
| ||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||||||||
DAUs (in thousands)(1)
|
| | | | N/P | | | | | | N/P | | | | | | 1,186 | | | | | | 1,048 | | | | | | 896 | | |
MAUs (in millions)(2)
|
| | | | N/P | | | | | | N/P | | | | | | 7.6 | | | | | | 5.9 | | | | | | 5.7 | | |
MPUs (in thousands)(3)
|
| | | | 387 | | | | | | 359 | | | | | | 335 | | | | | | 362 | | | | | | 284 | | |
Monthly Payer Conversion(4)
|
| | | | N/P | | | | | | N/P | | | | | | 4.4% | | | | | | 6.1% | | | | | | 5.0% | | |
ABPPU (US$)(5)
|
| | | | 85 | | | | | | 106 | | | | | | 107 | | | | | | 123 | | | | | | 126 | | |
Bookings (US$ in thousands)(6)
|
| | | | 213,773 | | | | | | 239,406 | | | | | | 449,446 | | | | | | 561,993 | | | | | | 445,495(7) | | |
| | |
Six months ended
June 30, |
| |
Variance
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
(US$ in thousands)
|
| |
(%)
|
| ||||||||||||
| | |
(US$ in thousands)
|
| | | | | | | | | | | | | |||||||||
Revenue | | | | | 234,139 | | | | | | 252,780 | | | | | | (18,641) | | | | | | (7)% | | |
Costs and expenses, excluding depreciation and amortization
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Platform commissions
|
| | | | (56,428) | | | | | | (68,839) | | | | | | 12,411 | | | | | | (18)% | | |
Game operating cost
|
| | | | (26,785) | | | | | | (20,540) | | | | | | (6,245) | | | | | | 30% | | |
Other operating income
|
| | | | 1,539 | | | | | | 376 | | | | | | 1,163 | | | | | | N/M | | |
Selling and marketing expenses
|
| | | | (129,135) | | | | | | (91,289) | | | | | | (37,846) | | | | | | 40% | | |
General and administrative expenses
|
| | | | (14,796) | | | | | | (14,808) | | | | | | 12 | | | | | | (0)% | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (4,296) | | | | | | (3,919) | | | | | | (377) | | | | | | 10% | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | (229,901) | | | | | | (199,019) | | | | | | (30,882) | | | | | | 16% | | |
Depreciation and amortization
|
| | | | (2,903) | | | | | | (3,617) | | | | | | 714 | | | | | | (20)% | | |
Profit from operations
|
| | | | 1,335 | | | | | | 50,144 | | | | | | (48,809) | | | | | | (97)% | | |
Finance income
|
| | | | 3,042 | | | | | | 335 | | | | | | 2,707 | | | | | | N/M | | |
Finance expenses
|
| | | | (1,992) | | | | | | (1,279) | | | | | | (713) | | | | | | 56% | | |
Change in fair value of share warrant obligations and other
financial instruments |
| | | | 10,547 | | | | | | 7,268 | | | | | | 3,279 | | | | | | 45% | | |
Share of loss of equity-accounted associates
|
| | | | (515) | | | | | | (1,640) | | | | | | 1,125 | | | | | | (69)% | | |
Profit before income tax
|
| | | | 12,417 | | | | | | 54,828 | | | | | | (42,411) | | | | | | (77)% | | |
Income tax expense
|
| | | | (1,074) | | | | | | (2,090) | | | | | | 1,016 | | | | | | (49)% | | |
Profit for the period, net of tax
|
| | | | 11,343 | | | | | | 52,738 | | | | | | (41,395) | | | | | | (78)% | | |
Attributable to equity holders of the Company
|
| | | | 11,343 | | | | | | 53,063 | | | | | | (41,720) | | | | | | (79)% | | |
Attributable to non-controlling interest
|
| | | | — | | | | | | (325) | | | | | | 325 | | | | | | N/M | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or
loss |
| | | | 1,007 | | | | | | 3,177 | | | | | | (2,170) | | | | | | (68)% | | |
Foreign currency translation difference
|
| | | | 981 | | | | | | 3,177 | | | | | | (2,196) | | | | | | (69)% | | |
Other
|
| | | | 26 | | | | | | — | | | | | | 26 | | | | | | N/M | | |
Total comprehensive income for the year, net of tax
|
| | | | 12,350 | | | | | | 55,915 | | | | | | (43,565) | | | | | | (78)% | | |
Attributable to equity holders of the Company
|
| | | | 12,350 | | | | | | 56,240 | | | | | | (43,890) | | | | | | (78)% | | |
Attributable to non-controlling interest
|
| | | | — | | | | | | (325) | | | | | | 325 | | | | | | N/M | | |
| | |
Six months ended
June 30, |
| |
Variance
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
(US$ in thousands)
|
| |
(%)
|
| ||||||||||||
Revenue by type:
|
| |
(US$ in thousands)
|
| | | | | | | | ||||||||||||||
In-game purchases
|
| | | | 218,339 | | | | | | 241,958 | | | | | | (23,619) | | | | | | (10)% | | |
Advertising
|
| | | | 15,800 | | | | | | 10,822 | | | | | | 4,978 | | | | | | 46% | | |
Total | | | | | 234,139 | | | | | | 252,780 | | | | | | (18,641) | | | | | | (7)% | | |
Revenue by geographic location of player:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
United States
|
| | | | 84,436 | | | | | | 81,385 | | | | | | 3,051 | | | | | | 4% | | |
Europe
|
| | | | 55,729 | | | | | | 53,485 | | | | | | 2,244 | | | | | | 4% | | |
Asia
|
| | | | 57,421 | | | | | | 68,367 | | | | | | (10,946) | | | | | | (16)% | | |
Other
|
| | | | 36,553 | | | | | | 49,543 | | | | | | (12,990) | | | | | | (26)% | | |
Total | | | | | 234,139 | | | | | | 252,780 | | | | | | (18,641) | | | | | | (7)% | | |
| | |
Year ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
(US$ in
thousands) |
| |
(%)
|
| ||||||||||||
| | |
(US$ in thousands)
|
| | | | | | | | | | | | | |||||||||
Revenue | | | | | 479,688 | | | | | | 434,094 | | | | | | 45,594 | | | | | | 11% | | |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Platform commissions
|
| | | | (129,623) | | | | | | (117,229) | | | | | | (12,394) | | | | | | 11% | | |
Game operating cost
|
| | | | (44,036) | | | | | | (18,945) | | | | | | (25,091) | | | | | | N/M | | |
Other operating income
|
| | | | 1,327 | | | | | | — | | | | | | 1,327 | | | | | | 100% | | |
Selling and marketing expenses
|
| | | | (152,674) | | | | | | (270,065) | | | | | | 117,391 | | | | | | (43)% | | |
General and administrative expenses
|
| | | | (36,119) | | | | | | (23,031) | | | | | | (13,088) | | | | | | 57% | | |
Goodwill and investments in equity accounted associates’ impairment
|
| | | | (62,828) | | | | | | — | | | | | | (62,828) | | | | | | 100% | | |
Share Listing Expense
|
| | | | — | | | | | | (125,438) | | | | | | 125,438 | | | | | | (100)% | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (29,987) | | | | | | (102) | | | | | | (29,885) | | | | | | N/M | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | (453,940) | | | | | | (554,810) | | | | | | 100,870 | | | | | | (18)% | | |
Depreciation and amortization
|
| | | | (6,901) | | | | | | (2,540) | | | | | | (4,361) | | | | | | N/M | | |
Profit/(loss) from operations
|
| | | | 18,847 | | | | | | (123,256) | | | | | | 142,103 | | | | | | N/M | | |
Finance income
|
| | | | 1,868 | | | | | | 79 | | | | | | 1,789 | | | | | | N/M | | |
Finance expenses
|
| | | | (2,191) | | | | | | (3,220) | | | | | | 1,029 | | | | | | (32)% | | |
Change in fair value of share warrant obligations and other financial
instruments |
| | | | 2,767 | | | | | | 10,080 | | | | | | (7,313) | | | | | | (73)% | | |
Share of loss of equity-accounted associates
|
| | | | (10,121) | | | | | | — | | | | | | (10,121) | | | | | | 100% | | |
Profit/(loss) before income tax
|
| | | | 11,170 | | | | | | (116,317) | | | | | | 127,487 | | | | | | N/M | | |
Income tax expense
|
| | | | (3,760) | | | | | | (1,127) | | | | | | (2,633) | | | | | | N/M | | |
Profit/(loss) for the year, net of tax
|
| | |
|
7,410
|
| | | |
|
(117,444)
|
| | | | | 124,854 | | | | | | N/M | | |
Attributable to equity holders of the Company
|
| | | | 7,303 | | | | | | (117,455) | | | | | | 124,758 | | | | | | N/M | | |
Attributable to non-controlling interest
|
| | | | 107 | | | | | | 11 | | | | | | 96 | | | | | | N/M | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | 3,338 | | | | | | 11 | | | | | | 3,327 | | | | | | N/M | | |
Foreign currency translation difference
|
| | | | 3,456 | | | | | | 36 | | | | | | 3,420 | | | | | | N/M | | |
Other | | | | | (118) | | | | | | (25) | | | | | | (93) | | | | | | N/M | | |
Total comprehensive income/(loss) for the year, net of tax
|
| | | | 10,748 | | | | | | (117,433) | | | | | | 128,181 | | | | | | N/M | | |
Attributable to equity holders of the Company
|
| | | | 10,641 | | | | | | (117,444) | | | | | | 128,085 | | | | | | N/M | | |
Attributable to non-controlling interest
|
| | | | 107 | | | | | | 11 | | | | | | 96 | | | | | | N/M | | |
| | |
Year ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
(US$ in
thousands) |
| |
(%)
|
| ||||||||||||
| | |
(US$ in thousands)
|
| | | | | | | | | | | | | |||||||||
Revenue by type: | | | | | | | | | | | | | | | | | | | | | | | | | |
In-game purchases
|
| | | | 459,660 | | | | | | 406,594 | | | | | | 53,066 | | | | | | 13% | | |
Advertising
|
| | | | 20,028 | | | | | | 27,500 | | | | | | (7,472) | | | | | | (27)% | | |
Total | | | | | 479,688 | | | | | | 434,094 | | | | | | 45,594 | | | | | | 11% | | |
Revenue by geographic location of player: | | | | | | | | | | | | | | | | | | | | | | | | | |
United States
|
| | | | 160,314 | | | | | | 136,570 | | | | | | 23,744 | | | | | | 17% | | |
Europe
|
| | | | 101,320 | | | | | | 93,620 | | | | | | 7,700 | | | | | | 8% | | |
Asia
|
| | | | 124,322 | | | | | | 106,404 | | | | | | 17,918 | | | | | | 17% | | |
Other
|
| | | | 93,732 | | | | | | 97,500 | | | | | | (3,768) | | | | | | (4)% | | |
Total | | | | | 479,688 | | | | | | 434,094 | | | | | | 45,594 | | | | | | 11% | | |
| | |
Year ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
| | |
2021
|
| |
2020(1)
|
| |
(US$ in
thousands) |
| |
(%)
|
| ||||||||||||
| | |
(US$ in thousands)
|
| | | | | | | | | | | | | |||||||||
Revenue | | | | | 434,094 | | | | | | 260,892 | | | | | | 173,202 | | | | | | 66% | | |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Platform commissions
|
| | | | (117,229) | | | | | | (75,163) | | | | | | (42,066) | | | | | | 56% | | |
Game operating cost
|
| | | | (18,945) | | | | | | (17,390) | | | | | | (1,555) | | | | | | 9% | | |
Selling and marketing expenses
|
| | | | (270,167) | | | | | | (165,756) | | | | | | (104,411) | | | | | | 63% | | |
General and administrative expenses
|
| | | | (23,031) | | | | | | (3,689) | | | | | | (19,342) | | | | | | N/M | | |
Share Listing Expense
|
| | | | (125,438) | | | | | | — | | | | | | (125,438) | | | | | | 100% | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | (554,810) | | | | | | (261,998) | | | | | | (292,812) | | | | | | N/M | | |
Depreciation and amortization
|
| | | | (2,540) | | | | | | (561) | | | | | | (1,979) | | | | | | N/M | | |
Income/(loss) from operations
|
| | | | (123,256) | | | | | | (1,667) | | | | | | (121,589) | | | | | | N/M | | |
Net finance income/(costs)
|
| | | | 6,939 | | | | | | 1,778 | | | | | | 5,161 | | | | | | N/M | | |
Income/(loss) before income tax
|
| | | | (116,317) | | | | | | 111 | | | | | | (116,428) | | | | | | N/M | | |
Income tax expense
|
| | | | (1,127) | | | | | | (862) | | | | | | (265) | | | | | | 31% | | |
Income/(loss) for the period net of tax
|
| | | | (117,444) | | | | | | (751) | | | | | | (116,693) | | | | | | N/M | | |
Attributable to equity holders of the Company
|
| | | | (117,455) | | | | | | (751) | | | | | | (116,704) | | | | | | N/M | | |
Attributable to non-controlling interest
|
| | | | 11 | | | | | | — | | | | | | 11 | | | | | | 100% | | |
Other comprehensive income/(loss)
|
| | | | 11 | | | | | | 15 | | | | | | (4) | | | | | | (27)% | | |
Total comprehensive income/(loss) for the period net of tax
|
| | | | (117,433) | | | | | | (736) | | | | | | (116,697) | | | | | | N/M | | |
Attributable to equity holders of the Company
|
| | | | (117,444) | | | | | | (736) | | | | | | (116,708) | | | | | | N/M | | |
Attributable to non-controlling interest
|
| | | | 11 | | | | | | — | | | | | | 11 | | | | | | 100% | | |
| | |
Year ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
| | |
2021
|
| |
2020(1)
|
| |
(US$ in
thousands) |
| |
(%)
|
| ||||||||||||
| | |
(US$ in thousands)
|
| | | | | | | | | | | | | |||||||||
Revenue by type: | | | | | | ||||||||||||||||||||
In-game purchases
|
| | | | 406,594 | | | | | | 245,833 | | | | | | 160,761 | | | | | | 65% | | |
Advertising
|
| | | | 27,500 | | | | | | 15,059 | | | | | | 12,441 | | | | | | 83% | | |
Total | | | | | 434,094 | | | | | | 260,892 | | | | | | 173,202 | | | | | | 66% | | |
Revenue by geographic location of player: | | | | | | | | | | | | | | | | | | | | | | | | | |
United States
|
| | | | 136,570 | | | | | | 97,470 | | | | | | 39,100 | | | | | | 40% | | |
Europe
|
| | | | 93,620 | | | | | | 61,494 | | | | | | 32,126 | | | | | | 52% | | |
Asia
|
| | | | 106,404 | | | | | | 42,382 | | | | | | 64,022 | | | | | | 151% | | |
Other
|
| | | | 97,500 | | | | | | 59,546 | | | | | | 37,954 | | | | | | 64% | | |
Total | | | | | 434,094 | | | | | | 260,892 | | | | | | 173,202 | | | | | | 66% | | |
| | |
Six months ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(US$ in thousands)
|
| |||||||||
Net cash flows (used in)/generated from operating activities
|
| | | | (86) | | | | | | 39,564 | | |
Net cash flows used in investing activities
|
| | | | (18,348) | | | | | | (83,306) | | |
Net cash flows used in financing activities
|
| | | | (787) | | | | | | (1,350) | | |
Cash and cash equivalents at the end of the period
|
| | | | 68,581 | | | | | | 99,077 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
|
2022
|
| |
2021
|
| |
2020(1)
|
| |||||||||||
|
(US$ in thousands)
|
| |||||||||||||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Profit/(loss) for the year, net of tax
|
| | | | 7,410 | | | | | | (117,444) | | | | | | (751) | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 6,901 | | | | | | 2,540 | | | | | | 561 | | |
Share-based payments expense
|
| | | | 3,751 | | | | | | 3,761 | | | | | | 2,276 | | |
Goodwill and investments in equity accounted associates’ impairment
|
| | | | 62,828 | | | | | | — | | | | | | — | | |
Share listing expense
|
| | | | — | | | | | | 125,438 | | | | | | — | | |
Share of loss of equity-accounted associates
|
| | | | 10,121 | | | | | | — | | | | | | — | | |
Gain on acquisition
|
| | | | — | | | | | | (79) | | | | | | — | | |
Impairment loss on trade receivables and loans receivable
|
| | | | 29,987 | | | | | | 102 | | | | | | — | | |
Property and equipment write-off
|
| | | | 454 | | | | | | — | | | | | | — | | |
Impairment loss on Intangible assets
|
| | | | 547 | | | | | | — | | | | | | — | | |
Change in fair value of share warrant obligations and other financial instruments
|
| | | | (2,767) | | | | | | (10,080) | | | | | | — | | |
Unwinding of discount on the put option liability
|
| | | | 366 | | | | | | — | | | | | | — | | |
Transaction costs
|
| | | | 104 | | | | | | — | | | | | | — | | |
Interest income
|
| | | | (1,639) | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | 116 | | | | | | 91 | | | | | | 38 | | |
Lease modification gain
|
| | | | (11) | | | | | | — | | | | | | — | | |
Loss on sale of disposal group
|
| | | | 4,969 | | | | | | — | | | | | | — | | |
Dividend on ETFs accrued
|
| | | | (231) | | | | | | — | | | | | | — | | |
| | |
Year ended December 31,
|
| |||||||||||||||
|
2022
|
| |
2021
|
| |
2020(1)
|
| |||||||||||
|
(US$ in thousands)
|
| |||||||||||||||||
Trade receivables write-off
|
| | | | 81 | | | | | | — | | | | | | — | | |
Foreign exchange (gain)/loss
|
| | | | 1,020 | | | | | | 2,809 | | | | | | (1,991) | | |
Income tax expense
|
| | | | 3,760 | | | | | | 1,127 | | | | | | 862 | | |
| | | | | 127,767 | | | | | | 8,265 | | | | | | 995 | | |
Changes in working capital | | | | | | | | | | | | | | | | | | | |
(Decrease)/Increase in deferred platform commissions
|
| | | | 21,851 | | | | | | (26,946) | | | | | | (52,465) | | |
(Decrease)/Increase in deferred revenue
|
| | | | (30,242) | | | | | | 127,899 | | | | | | 184,603 | | |
Increase in trade and other receivables
|
| | | | (4,498) | | | | | | (12,682) | | | | | | (7,490) | | |
Increase/(decrease) in trade and other payables
|
| | | | 2,282 | | | | | | 9,600 | | | | | | (1,060) | | |
| | | | | (10,607) | | | | | | 97,871 | | | | | | 123,588 | | |
Income tax (paid)
|
| | | | (1,078) | | | | | | (617) | | | | | | (3,978) | | |
Interest received/(paid)
|
| | | | — | | | | | | 7 | | | | | | 19 | | |
Net cash flows generated from operating activities
|
| | | | 116,082 | | | | | | 105,526 | | | | | | 120,624 | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of intangible assets
|
| | | | (64) | | | | | | (338) | | | | | | — | | |
Acquisition of property and equipment
|
| | | | (994) | | | | | | (1,099) | | | | | | (147) | | |
Acquisition of subsidiary net of cash acquired
|
| | | | (54,113) | | | | | | (1,159) | | | | | | — | | |
Investments in equity accounted associates
|
| | | | (17,970) | | | | | | — | | | | | | — | | |
Loans granted
|
| | | | (31,659) | | | | | | (123) | | | | | | — | | |
Proceeds from repayment of loans
|
| | | | 746 | | | | | | — | | | | | | 508 | | |
Acquisition of other investments
|
| | | | (67,729) | | | | | | — | | | | | | — | | |
Net cash flows generated from/(used in) investing activities
|
| | | | (171,783) | | | | | | (2,719) | | | | | | 361 | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Payments of lease liabilities
|
| | | | (2,013) | | | | | | (2,132) | | | | | | (341) | | |
Proceeds from loans receivable
|
| | | | 224 | | | | | | — | | | | | | — | | |
Repayment of borrowings
|
| | | | — | | | | | | (49) | | | | | | (3,980) | | |
Interest on lease
|
| | | | (115) | | | | | | (90) | | | | | | (26) | | |
Interest paid
|
| | | | — | | | | | | — | | | | | | (17) | | |
Dividends paid and distributions to shareholders
|
| | | | — | | | | | | (160,366) | | | | | | (51,683) | | |
Cash acquired in the Transaction
|
| | | | — | | | | | | 119,659 | | | | | | — | | |
Net cash flows used in financing activities
|
| | | | (1,904) | | | | | | (42,978) | | | | | | (56,047) | | |
Net increase in cash and cash equivalents for the period
|
| | | | (57,605) | | | | | | 59,829 | | | | | | 64,938 | | |
Cash and cash equivalents at the beginning of the period
|
| | | | 142,802 | | | | | | 84,557 | | | | | | 17,565 | | |
Effect of changes in exchange rates on cash held
|
| | | | 1,577 | | | | | | (1,584) | | | | | | 2,054 | | |
Cash and cash equivalents at the end of the period
|
| | | | 86,774 | | | | | | 142,802 | | | | | | 84,557 | | |
| | |
Payments due by period(1)
|
| |||||||||||||||||||||||||||
| | |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 881 | | | | | | 894 | | | | | | 61 | | | | | | 722 | | | | | | 111 | | |
Trade and other payables
|
| | | | 28,253 | | | | | | 28,253 | | | | | | 28,253 | | | | | | — | | | | | | — | | |
| | | | | 29,134 | | | | | | 29,147 | | | | | | 28,314 | | | | | | 722 | | | | | | 111 | | |
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share warrant obligation
|
| | | | 2,430 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,430 | | |
Put option liability
|
| | | | 28,245 | | | | | | — | | | | | | — | | | | | | 21,560 | | | | | | 6,685 | | |
| | | | | 30,675 | | | | | | 0 | | | | | | 0 | | | | | | 21,560 | | | | | | 9,115 | | |
| | |
For the six months ended
June 30, 2023 |
| |||||||||||||||||||||
| | |
Euro
|
| |
Russian Ruble
|
| |
Armenian Dram
|
| |
Kazakhstani Tenge
|
| ||||||||||||
| | |
$
|
| | | | | | | | | | | | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable
|
| | | | 4,309 | | | | | | — | | | | | | 19 | | | | | | — | | |
Trade and other receivables
|
| | | | 10,217 | | | | | | — | | | | | | — | | | | | | — | | |
Cash and cash equivalents
|
| | | | 19,749 | | | | | | 92 | | | | | | 61 | | | | | | 161 | | |
| | | | | 34,275 | | | | | | 92 | | | | | | 80 | | | | | | 161 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (734) | | | | | | — | | | | | | (95) | | | | | | — | | |
Trade and other payables
|
| | | | (7,099) | | | | | | — | | | | | | (2,210) | | | | | | (207) | | |
| | | |
|
(7,833)
|
| | | | | — | | | | |
|
(2,305)
|
| | | |
|
(207)
|
| |
Net exposure
|
| | | | 26,442 | | | | | | 92 | | | | | | (2,225) | | | | | | (46) | | |
| | |
For the year ended
December 31, 2022 |
| |||||||||||||||||||||
|
Euro
|
| |
Russian Ruble
|
| |
Armenian Dram
|
| |
Kazakhstani Tenge
|
| ||||||||||||||
| | |
$
|
| | | | | | | | | | | | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable
|
| | | | 476 | | | | | | — | | | | | | 39 | | | | | | — | | |
Trade and other receivables
|
| | | | 9,411 | | | | | | — | | | | | | — | | | | | | — | | |
Cash and cash equivalents
|
| | | | 17,057 | | | | | | 1,078 | | | | | | 26 | | | | | | 95 | | |
| | | | | 26,944 | | | | | | 1,078 | | | | | | 65 | | | | | | 95 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (1,053) | | | | | | — | | | | | | (134) | | | | | | — | | |
Trade and other payables
|
| | | | (8,017) | | | | | | — | | | | | | (614) | | | | | | (33) | | |
| | | |
|
(9,070)
|
| | | | | — | | | | |
|
(748)
|
| | | |
|
(33)
|
| |
Net exposure
|
| | | | 17,874 | | | | | | 1,078 | | | | | | (683) | | | | | | 62 | | |
| | |
As of June 30, 2023
|
| |
As of December 31, 2022
|
| ||||||||||||||||||
| | |
Strengthening
of USD by 10% |
| |
Weakening
of USD by 10% |
| |
Strengthening
of USD by 10% |
| |
Weakening
of USD by 10% |
| ||||||||||||
| | | | | | | | | | | | | | |
$
|
| |||||||||
Euro
|
| | | | (2,644) | | | | | | 2,644 | | | | | | (1,787) | | | | | | 1,787 | | |
Russian Ruble
|
| | | | (9) | | | | | | 9 | | | | | | (108) | | | | | | 108 | | |
Armenian Dram
|
| | | | 223 | | | | | | (223) | | | | | | 68 | | | | | | (68) | | |
Kazakhstani Tenge
|
| | | | 5 | | | | | | (5) | | | | | | (6) | | | | | | 6 | | |
| | | | | (2,425) | | | | | | 2,425 | | | | | | (1,833) | | | | | | 1,833 | | |
| | |
December 31, 2021
|
| |
December 31, 2022
|
|
Risk free rate
|
| |
forward USD overnight index swap (OIS) rates (curve 42)
|
| |
forward USD overnight index swap (OIS) rates (curve 42)
|
|
Volatility | | |
forward implied volatility rates based on volatilities of publicly traded peers
|
| |
forward implied volatility rates based on volatilities of publicly traded peers
|
|
Starting share price
|
| |
8.06
|
| |
4.63
|
|
Expected warrant life (years)
|
| |
4.7
|
| |
3.7
|
|
| Hero Wars | | | | | |||
| Genre: | | | RPG | | | ||
| Launch: | | | 2016 | | | ||
| Rating4: | | | 4.4/5 | | | ||
| DAUs (in thousands)5: | | | 711 | | | ||
| MAUs (in millions)6: | | | 3.5 | | | ||
| MPUs (in thousands)7: | | | 263 | | | ||
| Monthly Payer Conversion8: | | | 7.4% | | | ||
| ABPPU9: | | |
$131.9/month ($164 /month
from the web platform) |
| |
| Genre: | | | Farming game with puzzles | |
| Launch: | | | 2021 (Android and iOS) | |
| Rating10: | | | 4.2/5 on Google Play and 4.6/5 on the Apple App Store | |
| Pixel Gun 3D | | |||
| Genre: | | | First-person shooter | |
| Launch: | | | 2013 (iOS); 2014 (Android, Amazon), 2020 (Huawei) | |
| Rating11: | | | 4.2/5 on Google Play and 4.7/5 on the Apple App Store | |
| Block City Wars | | |||
| Genre: | | | Action, adventure, simulation | |
| Launch: | | | 2014 (Android and iOS); 2015 (Amazon) | |
| Rating12: | | | 4.0/5 on Google Play and 4.2/5 on the Apple App Store | |
Name
|
| |
Age
|
| |
Title
|
|
Andrey Fadeev | | |
37
|
| |
Chief Executive Officer, Co-Founder and Director
|
|
Alexander Karavaev | | |
48
|
| | Chief Financial Officer | |
Anton Reinhold | | |
37
|
| | Chief Operating Officer | |
Natasha Braginsky Mounier | | |
54
|
| | Director (Chairperson) | |
Igor Bukhman | | |
41
|
| | Director | |
Marie Holive | | |
46
|
| | Director | |
Olga Loskutova | | |
46
|
| | Director | |
Andrew Sheppard | | |
46
|
| | Director | |
Tal Shoham | | |
39
|
| | Director | |
| Country of Principal Executive Offices: | | | Cyprus | |
| Foreign Private Issuer | | | Yes | |
| Disclosure Prohibited under Home Country Law | | | No | |
| Total Number of Directors | | | 7 | |
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not
Disclose Gender |
| ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 3 | | | | | | 4 | | | | | | 0 | | | | | | 0 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
Underrepresented Individual in Home Country Jurisdiction
|
| | | | 0 | | | | | | | | | | | | | | | | | | | | |
LGBTQ+
|
| | | | 0 | | | | | | | | | | | | | | | | | | | | |
Did Not Disclose Demographic Background
|
| | | | 0 | | | | | | | | | | | | | | | | | | | | |
Directors who are Two or More Races or Ethnicities
|
| | | | 2 | | | | | | | | | | | | | | | | | | | | |
Directors who are Jewish People
|
| | | | 3 | | | | | | | | | | | | | | | | | | | | |
Participant
|
| |
Total Number
of Options |
| |
Grant Date
|
| |
Vesting Date
|
| |
Exercise
Price |
| |
Number of Options
Outstanding |
| |||||||||
Alexander Karavaev | | | | | 1,000,000 | | | |
November 16, 2021
|
| |
•
200,000 at 1st anniversary of grant date
•
200,000 at 2nd anniversary of grant date
•
200,000 at 3rd anniversary of grant date
•
200,000 at 4th anniversary of grant date
•
200,000 at 5th anniversary of grant date
|
| | | $ | 10 | | | | | | 1,000,000 | | |
| | | | | 20,000 | | | |
November 30, 2021
|
| |
•
20,000 at grant date
|
| | | | nil | | | | | | 20,000 | | |
Anton Reinhold | | | | | 735,769 | | | |
November 16, 2021
|
| |
•
73,577 at January 1, 2022
•
147,154 at January 1, 2023
•
147,154 at January 1, 2024
•
147,154 at January 1, 2025
•
147,154 at January 1, 2026
•
73,576 at July 1, 2026
|
| | | | nil | | | | | | 735,769 | | |
Natasha Braginsky Mounier | | | | | 15,000 | | | |
November 21, 2021
|
| |
•
1,250 at 3 months after grant date
•
1,250 at 6 months after grant date
•
1,250 at 9 months after grant date
•
11,250 at 1st anniversary of grant date
|
| | | | nil | | | | | | 15,000 | | |
Andrew Sheppard | | | | | 15,000 | | | |
November 29, 2021
|
| |
•
1,250 at 3 months after grant date
•
1,250 at 6 months after grant date
•
1,250 at 9 months after grant date
•
11,250 at 1st anniversary of grant date
|
| | | | nil | | | | | | 15,000 | | |
|
BVI
|
| |
Delaware
|
|
|
•
In accordance with, and subject to, our M&A, (a) any director of the company may convene meetings of the shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable; and (b) upon the written request of shareholders entitled to exercise thirty percent (30%) or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of shareholders.
|
| |
•
May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors.
|
|
|
•
May be held inside or outside the BVI.
|
| |
•
May be held inside or outside Delaware.
|
|
|
•
In accordance with, and subject to, our M&A, (a) the director convening a meeting shall give not less than 30 days’ nor more than 60 days’ written notice of a meeting of shareholders to those shareholders whose names on the date the notice is given appear as shareholders in the register of members of the company and are entitled to vote at the meeting, and the other directors; and (b) the director convening a meeting of shareholders shall fix in the notice of the meeting the record date for determining those shareholders that are entitled to vote at the meeting.
|
| |
•
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
|
|
|
BVI
|
| |
Delaware
|
|
|
•
In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder; and (b) the instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
|
| |
•
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
|
|
•
In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the ordinary shares or class or series of ordinary shares entitled to vote on resolutions of shareholders to be considered at the meeting; and (b) if within two hours from the
|
| |
•
The charter or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum.
|
|
|
BVI
|
| |
Delaware
|
|
|
time appointed for the meeting a quorum is not present, the meeting, at the discretion of the chairman of the board of directors, shall be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to have been held at the same time and place.
|
| | | |
|
•
In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) at any meeting of the shareholders, a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority, unless a poll is demanded by any shareholder present in person or by proxy, or by the Chairman. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.
|
| | | |
|
•
In accordance with, and subject to, our M&A, (a) the rights attached to ordinary shares as specified in the M&A may only, whether or not the company is being wound up, be varied with the consent in writing of the holders of not less than one half of the issued shares of that class.
|
| |
•
Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders.
|
|
|
•
In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), the Company may amend its memorandum or articles by a resolution of shareholders or by a resolution of directors, save that no amendment may be made by a resolution of directors (inter alia): (i) to restrict the rights or powers of the shareholders to amend the memorandum or articles; (ii) to change the percentage of shareholders required to pass a resolution of shareholders to amend the memorandum or articles; (iii) in circumstances where the memorandum or articles cannot be amended by the shareholders.
|
| |
•
The certificate of incorporation or bylaws may provide for cumulative voting.
|
|
|
BVI
|
| |
Delaware
|
|
|
•
In accordance with, and subject to, our M&A, the minimum number of directors shall be one.
|
| |
•
Board must consist of at least one member.
|
|
|
•
In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any ordinary shares), for so long as Everix has at least 50% of its ‘Initial Holding’ (which is the number of shares held by Everix immediately after the consummation of the Transactions) it is entitled to appoint two directors to the board. If Everix were to sell its shares such that it had 25 – 50% of its Initial Holding this would decrease to the number of directors it is entitled to appoint to one director; below 25% there are no appointment rights. Mr. Andrey Fadeev and Mr. Boris Gertsovskiy (collectively, “FG”) have the same rights, acting together and with the number of shares they each hold aggregated for the purposes of calculating their Initial Holding and subsequent percentages thereof.
Other directors of the Company are elected by resolution of shareholders or by resolution of directors for such term as the shareholders or directors determine. Each director holds office until the Company’s next annual general meeting immediately following their appointment, or until their earlier disqualification, death, resignation or removal. A director, other than one appointed by Everix or FG, may be removed from office by resolution of shareholders. A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice and a director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Companies Act. A director is not required to hold shares as a qualification to office.
|
| |
•
Number of board members shall be fixed by the by laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter.
|
|
|
•
Directors do not have to be independent.
|
| |
•
Directors do not have to be independent.
|
|
|
BVI
|
| |
Delaware
|
|
|
•
Directors owe duties at both common law and under statute including as follows:
|
| |
•
Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.
|
|
|
•
Duty to act honestly and in good faith and in what the director believes to be in the best interests of the company;
|
| |
•
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
|
|
|
•
Duty to exercise powers for a proper purpose and directors shall not act, or agree to the Company acting, in a manner that contravenes the Companies Act or the M&A;
|
| | | |
|
•
The Companies Act provides that a director of a company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the material facts of the interest of the director in the transaction are known by the shareholders entitled to vote at a meeting of shareholders and the transaction is approved or ratified by a resolution of shareholders or (b) the company received fair value for the transaction.
|
| |
•
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
|
|
|
BVI
|
| |
Delaware
|
|
|
•
Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the leave of the BVI court, bring proceedings or intervene in proceedings in the name of the company, in certain circumstances. Such actions are known as derivative actions. The BVI court may only grant leave to bring a derivative action where the following circumstances apply:
|
| |
•
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
|
|
|
•
the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and
|
| |
•
Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.
|
|
|
BVI
|
| |
Delaware
|
|
|
•
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.
When considering whether to grant leave, the BVI court is also required to have regard to the following matters:
|
| |
•
Such action shall not be dismissed or compromised without the approval of the Delaware Court of Chancery.
|
|
|
(i)
whether the shareholder is acting in good faith;
|
| | | |
|
(ii)
whether a derivative action is in the interests of the company, taking into account the directors’ views on commercial matters;
|
| | | |
|
(iii)
whether the action is likely to succeed;
|
| | | |
|
(iv)
the costs of the proceedings in relation to the relief likely to be obtained; and
|
| | | |
|
(v)
whether an alternative remedy to the derivative claim is available.
|
| | | |
Beneficial Owners
|
| |
Number of
Ordinary Shares(1) |
| |
Percentage of
Ordinary Shares(2) |
| ||||||
Directors and Executive Officers | | | | | | | | | | | | | |
Andrey Fadeev (Director and Chief Executive Officer)
|
| | | | 39,790,076 | | | | | | 20.2% | | |
Natasha Braginsky Mounier (Director)(3)
|
| | | | 15,000 | | | | | | * | | |
Igor Bukhman (Director)(4)
|
| | | | 37,200,700 | | | | | | 18.8% | | |
Marie Holive (Director)
|
| | | | — | | | | | | — | | |
Olga Loskutova (Director)
|
| | | | — | | | | | | — | | |
Andrew Sheppard(3) (Director)
|
| | | | 15,000 | | | | | | * | | |
Tal Shoham (Director)
|
| | | | — | | | | | | — | | |
Alexander Karavaev(3) (Chief Financial Officer)
|
| | | | 220,000 | | | | | | * | | |
Anton Reinhold(5) (Chief Operating Officer)
|
| | | | 3,752,417 | | | | | | 1.9% | | |
All GDEV directors and executive officers as a group (9 individuals)
|
| | | | 80,993,193 | | | | | | 41.0% | | |
Other 5% Shareholders | | | | | | | | | | | | | |
Everix Investments Limited(6)
|
| | | | 74,401,400 | | | | | | 37.7% | | |
Boris Gertsovskiy
|
| | | | 39,790,076 | | | | | | 20.2% | | |
Kismet Sponsor Limited(7)
|
| | | | 17,875,000 | | | | | | 9.1% | | |
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
Name of Selling Securityholder
|
| |
Shares
Owned Before the Offering(1) |
| |
Shares
Owned Before the Offering (%)(2) |
| |
Shares
to be Sold(3) |
| |
Shares
Owned After the Offering |
| |
Shares
Owned After the Offering (%) |
| |||||||||||||||
Key Company Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrey Fadeev(4)
|
| | | | 39,790,076 | | | | | | 20.2% | | | | | | 44,296,712 | | | | | | — | | | | | | — | | |
Boris Gertsovskiy(5)
|
| | | | 39,790,076 | | | | | | 20.2% | | | | | | 44,296,712 | | | | | | — | | | | | | — | | |
Everix Investments Limited(6)
|
| | | | 74,401,400 | | | | | | 37.7% | | | | | | 82,828,126 | | | | | | — | | | | | | — | | |
Company Employees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrey Chiriskiy(7)
|
| | | | 6,180,452 | | | | | | 3.1% | | | | | | 700,000 | | | | | | 6,180,452 | | | | | | 3.1% | | |
Georgii Kondratev(8)
|
| | | | 1,765,843 | | | | | | * | | | | | | 200,000 | | | | | | 1,765,843 | | | | | | * | | |
Tatiana Kostrikova(9)
|
| | | | 1,765,843 | | | | | | * | | | | | | 200,000 | | | | | | 1,765,843 | | | | | | * | | |
Nidelor Limited(10)
|
| | | | 1,765,843 | | | | | | * | | | | | | 200,000 | | | | | | 1,765,843 | | | | | | * | | |
Oleksandr Morozov(11)
|
| | | | 176,584 | | | | | | * | | | | | | 20,000 | | | | | | 176,584 | | | | | | * | | |
Dmitrii Philippov(12)
|
| | | | 353,168 | | | | | | * | | | | | | 40,000 | | | | | | 353,168 | | | | | | * | | |
Vladimir Suchkov(13)
|
| | | | 1,765,843 | | | | | | * | | | | | | 200,000 | | | | | | 1,765,843 | | | | | | * | | |
Anton Reinhold(14)
|
| | | | 3,752,417(15) | | | | | | 1.9% | | | | | | 400,000 | | | | | | 3,752,417 | | | | | | 1.9% | | |
Nikolay Yastrebov(16)
|
| | | | 1,765,843 | | | | | | * | | | | | | 200,000 | | | | | | 1,765,843 | | | | | | * | | |
Former Company Employee | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aleksandr Ivanov(17)
|
| | | | 3,713,197 | | | | | | 1.9% | | | | | | 400,000 | | | | | | 3,713,197 | | | | | | 1.9% | | |
Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Alexander Karavaev(18)
|
| | | | 416,500 | | | | | | * | | | | | | 16,500 | | | | | | 400,000 | | | | | | * | | |
Gracevale Parties
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | |
Orly Holding (Cyprus) Ltd.(19)
|
| | | | 101,967 | | | | | | * | | | | | | 314,008 | | | | | | — | | | | | | — | | |
True Solutions Investments (CY) Ltd(20)
|
| | | | 233,667 | | | | | | * | | | | | | 351,000 | | | | | | — | | | | | | — | | |
Games Invest Ltd(21)
|
| | | | — | | | | | | — | | | | | | 396,270 | | | | | | — | | | | | | — | | |
Fat Slice Ltd(22)
|
| | | | 233,667 | | | | | | * | | | | | | 351,000 | | | | | | — | | | | | | — | | |
Total | | | | | 177,972,386 | | | | | | 89.9% | | | | | | 175,410,328 | | | | | | 23,405,033 | | | | | | 11.8% | | |
Expenses
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | 110,186.33 | | |
Printing and engraving expenses
|
| | | $ | 12,500.00 | | |
Legal fees and expenses
|
| | | $ | 40,000.00 | | |
Accounting fees and expenses
|
| | | $ | 20,000.00 | | |
Total
|
| | | $ | 182,686.33 | | |
| | |
Page No.
|
| |||
Audited Consolidated Financial Statements | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-9 | | | |
| | | | F-10 | | | |
Unaudited Interim Condensed Consolidated Financial Statements | | | | | | | |
| | | | F-79 | | | |
| | | | F-80 | | | |
| | | | F-81 | | | |
| | | | F-82 | | | |
| | | | F-83 | | |
| | |
Note
|
| |
December 31, 2022
|
| |
December 31, 2021
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | |
Property and equipment
|
| |
14
|
| | | | 786 | | | | | | 1,352 | | |
Right-of-use assets
|
| |
18
|
| | | | 1,462 | | | | | | 2,050 | | |
Intangible assets
|
| |
15
|
| | | | 12,977 | | | | | | 266 | | |
Goodwill
|
| |
15
|
| | | | 1,836 | | | | | | 1,501 | | |
Investments in equity accounted associates
|
| |
16
|
| | | | — | | | | | | — | | |
Long-term deferred platform commission fees
|
| |
26
|
| | | | 94,682 | | | | | | 116,533 | | |
Deferred tax asset
|
| |
13
|
| | | | 108 | | | | | | 25 | | |
Loans receivable – non-current
|
| |
17
|
| | | | 3,317 | | | | | | — | | |
Other non-current investments
|
| |
23
|
| | | | 17,903 | | | | | | — | | |
Other non-current assets
|
| |
13
|
| | | | 107 | | | | | | 107 | | |
Total non-current assets
|
| | | | | | | 133,178 | | | | | | 121,834 | | |
Current assets | | | | | | | | | | | | | | | | |
Indemnification asset
|
| |
15, 16
|
| | | | 2,512 | | | | | | — | | |
Trade and other receivables
|
| |
19
|
| | | | 45,372 | | | | | | 45,087 | | |
Loans receivable
|
| |
17
|
| | | | 517 | | | | | | 123 | | |
Other investments
|
| |
23
|
| | | | 50,365 | | | | | | — | | |
Prepaid tax
|
| |
13
|
| | | | 3,326 | | | | | | 3,137 | | |
Cash and cash equivalents
|
| |
24
|
| | | | 86,774 | | | | | | 142,802 | | |
Total current assets
|
| | | | | | | 188,866 | | | | | | 191,149 | | |
Total assets
|
| | | | | | | 322,044 | | | | | | 312,983 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | | | | |
Share capital
|
| |
25
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| |
15, 25
|
| | | | 23,685 | | | | | | 25,879 | | |
Share-based payments reserve
|
| |
25, 30
|
| | | | 144,240 | | | | | | 140,489 | | |
Translation reserve
|
| |
25
|
| | | | 3,493 | | | | | | 37 | | |
Accumulated deficit
|
| | | | | | | (320,194) | | | | | | (327,497) | | |
Equity attributable to equity holders of the Company
|
| | | | | | | (148,776) | | | | | | (161,092) | | |
Non-controlling interest
|
| | | | | | | — | | | | | | 44 | | |
Total equity
|
| | | | | | | (148,776) | | | | | | (161,048) | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Lease liabilities – non-current
|
| |
18
|
| | | | 444 | | | | | | 1,103 | | |
Long-term deferred revenue
|
| |
26
|
| | | | 96,887 | | | | | | 128,074 | | |
Share warrant obligation
|
| |
22
|
| | | | 13,035 | | | | | | 22,029 | | |
Put option liability
|
| |
15,16
|
| | | | 27,475 | | | | | | — | | |
Other non-current liabilities
|
| |
16
|
| | | | 577 | | | | | | — | | |
Total non-current liabilities
|
| | | | | | | 138,418 | | | | | | 151,206 | | |
Current liabilities | | | | | | | | | | | | | | | | |
Lease liabilities – current
|
| |
18
|
| | | | 743 | | | | | | 831 | | |
Trade and other payables
|
| |
20
|
| | | | 30,521 | | | | | | 26,573 | | |
Provisions for non-income tax risks
|
| |
15, 21
|
| | | | 1,336 | | | | | | — | | |
Tax liability
|
| |
13, 15
|
| | | | 4,250 | | | | | | 814 | | |
Deferred revenue
|
| |
26
|
| | | | 295,552 | | | | | | 294,607 | | |
Total current liabilities
|
| | | | | | | 332,402 | | | | | | 322,825 | | |
Total liabilities
|
| | | | | | | 470,820 | | | | | | 474,031 | | |
Total liabilities and shareholders’ equity
|
| | | | | | | 322,044 | | | | | | 312,983 | | |
| | |
Note
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Revenue
|
| |
7
|
| | |
|
479,688
|
| | | |
|
434,094
|
| | | |
|
260,892
|
| |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | |
Platform commissions
|
| |
26
|
| | | | (129,623) | | | | | | (117,229) | | | | | | (75,163) | | |
Game operation cost
|
| |
9
|
| | | | (44,036) | | | | | | (18,945) | | | | | | (17,390) | | |
Other operating income
|
| | | | | | | 1,327 | | | | | | — | | | | | | — | | |
Selling and marketing expenses
|
| |
10
|
| | | | (152,674) | | | | | | (270,065) | | | | | | (165,756) | | |
General and administrative expenses
|
| |
11
|
| | | | (36,119) | | | | | | (23,031) | | | | | | (3,689) | | |
Goodwill and investments in equity accounted associates’ impairment
|
| |
15, 16
|
| | | | (62,828) | | | | | | — | | | | | | — | | |
Share listing expense
|
| |
30
|
| | | | — | | | | | | (125,438) | | | | | | — | | |
Impairment loss on trade receivables and loans receivable
|
| |
17, 19
|
| | | | (29,987) | | | | | | (102) | | | | | | — | | |
Total costs and expenses, excluding depreciation and amortization
|
| | | | | | | (453,940) | | | | | | (554,810) | | | | | | (261,998) | | |
Depreciation and amortization
|
| |
14, 15, 18
|
| | | | (6,901) | | | | | | (2,540) | | | | | | (561) | | |
Profit/(loss) from operations
|
| | | | | | | 18,847 | | | | | | (123,256) | | | | | | (1,667) | | |
Finance income
|
| |
12
|
| | | | 1,868 | | | | | | 79 | | | | | | 1,998 | | |
Finance expenses
|
| |
12
|
| | | | (2,191) | | | | | | (3,220) | | | | | | (220) | | |
Change in fair value of share warrant obligation and other financial instruments
|
| |
22, 29
|
| | | | 2,767 | | | | | | 10,080 | | | | | | — | | |
Share of loss of equity-accounted associates
|
| |
16
|
| | | | (10,121) | | | | | | — | | | | | | — | | |
Profit/(loss) before income tax
|
| | | | | | | 11,170 | | | | | | (116,317) | | | | | | 111 | | |
Income tax expense
|
| |
13
|
| | | | (3,760) | | | | | | (1,127) | | | | | | (862) | | |
Profit/(loss) for the year, net of tax
|
| | | | | | | 7,410 | | | | | | (117,444) | | | | | | (751) | | |
Attributable to equity holders of the Company
|
| | | | | | | 7,303 | | | | | | (117,455) | | | | | | (751) | | |
Attributable to non-controlling interest
|
| | | | | | | 107 | | | | | | 11 | | | | | | — | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| |
25
|
| | | | 3,338 | | | | | | 11 | | | | | | 15 | | |
Foreign currency translation difference
|
| | | | | | | 3,456 | | | | | | 36 | | | | | | — | | |
Other
|
| | | | | | | (118) | | | | | | (25) | | | | | | 15 | | |
Total comprehensive income/(loss) for the year, net of tax
|
| | | | | | | 10,748 | | | | | | (117,433) | | | | | | (736) | | |
Attributable to equity holders of the Company
|
| | | | | | | 10,641 | | | | | | (117,444) | | | | | | (736) | | |
Attributable to non-controlling interest
|
| | | | | | | 107 | | | | | | 11 | | | | | | — | | |
Earnings/(loss) per share: | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted earnings/(loss) per share, US$
|
| |
6
|
| | | | 0.04 | | | | | | (0.64) | | | | | | (0.00) | | |
| | |
Note
|
| |
Number of
shares outstanding |
| |
Share
capital |
| |
Additional
paid-in capital |
| |
Share-based
payments reserve |
| |
Translation
reserve |
| |
Accumulated
deficit |
| |
Total
shareholders’ equity |
| |
Non-
controlling interest |
| |
Total
|
| |||||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | | | | 20,000 | | | | | | 27 | | | | | | 111 | | | | | | 9,813 | | | | | | 1 | | | | | | (58,522) | | | | | | (48,570) | | | | | | — | | | | | | (48,570) | | |
Loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (751) | | | | |
|
(751)
|
| | | | | — | | | | |
|
(751)
|
| |
Other comprehensive income
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15 | | | | |
|
15
|
| | | | | — | | | | |
|
15
|
| |
Total comprehensive loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (736) | | | | | | (736) | | | | | | — | | | | | | (736) | | |
Share-based payments
|
| |
29
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,159 | | | | | | — | | | | | | (1,147) | | | | | | 1,012 | | | | | | — | | | | | | 1,012 | | |
Distribution and dividends
|
| |
14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (53,614) | | | | |
|
(53,614)
|
| | | | | — | | | | |
|
(53,614)
|
| |
Total transactions with shareholders
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,159 | | | | | | — | | | | | | (54,761) | | | | | | (52,602) | | | | | | — | | | | | | (52,602) | | |
Balance at December 31, 2020
|
| | | | | | | 20,000 | | | | | | 27 | | | | | | 111 | | | | | | 11,972 | | | | | | 1 | | | | | | (114,019) | | | | | | (101,908) | | | | | | — | | | | | | (101,908) | | |
| | |
Note
|
| |
Number of
shares outstanding |
| |
Share
capital |
| |
Additional
paid-in capital |
| |
Share-based
payments reserve |
| |
Translation
reserve |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the Company |
| |
Non-
controlling interest |
| |
Total
|
| |||||||||||||||||||||||||||
Balance at January 1, 2021
|
| | | | | | | 20,000 | | | | | | 27 | | | | | | 111 | | | | | | 11,972 | | | | | | 1 | | | | | | (114,019) | | | | | | (101,908) | | | | | | — | | | | | | (101,908) | | |
Loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (117,455) | | | | | | (117,455) | | | | | | 11 | | | | |
|
(117,444)
|
| |
Other comprehensive income
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36 | | | | | | (25) | | | | | | 11 | | | | | | — | | | | |
|
11
|
| |
Total comprehensive loss for the year
|
| | | | | | | — | | | | | | — | | | | | | 111 | | | | | | 11,972 | | | | | | 37 | | | | | | (117,480) | | | | | | (117,444) | | | | | | 11 | | | | | | (117,433) | | |
Equity contribution from shareholders
|
| |
3
|
| | | | — | | | | | | (27) | | | | | | 119,681 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | 119,654 | | | | | | — | | | | |
|
119,654
|
| |
Issuance of shares upon the Transaction
|
| |
3
|
| | | | 196,503,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Share-based payments
|
| |
3. 18, 30
|
| | | | — | | | | | | — | | | | | | — | | | | | | 128,517 | | | | | | — | | | | | | 2 | | | | | | 128,519 | | | | | | — | | | | |
|
128,519
|
| |
Share warrant obligation
|
| |
22
|
| | | | — | | | | | | — | | | | | | (32,109) | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,109) | | | | | | — | | | | |
|
(32,109)
|
| |
Acquisition of non-controlling interest
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33 | | | | |
|
33
|
| |
Distribution and dividends
|
| |
30
|
| | | | — | | | | | | — | | | | | | (61,804) | | | | | | — | | | | | | — | | | | | | (96,000) | | | | | | (157,804) | | | | | | — | | | | |
|
(157,804)
|
| |
Total transactions with shareholders
|
| | | | | | | 196,503,101 | | | | | | (27) | | | | | | 25,768 | | | | | | 128,517 | | | | | | — | | | | | | (95,998) | | | | | | 58,260 | | | | | | 33 | | | | | | 58,293 | | |
Balance at December 31, 2021
|
| | | | | | | 196,523,101 | | | | | | — | | | | | | 25,879 | | | | | | 140,489 | | | | | | 37 | | | | | | (327,497) | | | | | | (161,092) | | | | | | 44 | | | | | | (161,048) | | |
| | |
Note
|
| |
Number of
shares outstanding |
| |
Share
capital |
| |
Additional
paid-in capital |
| |
Share-based
payments reserve |
| |
Translation
reserve |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the Company |
| |
Non-
controlling interest |
| |
Total
|
| |||||||||||||||||||||||||||
Balance at January 1, 2022
|
| | | | | | | 196,523,101 | | | | | | — | | | | | | 25,879 | | | | | | 140,489 | | | | | | 37 | | | | | | (327,497) | | | | | | (161,092) | | | | | | 44 | | | | | | (161,048) | | |
Profit for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,303 | | | | | | 7,303 | | | | | | 107 | | | | |
|
7,410
|
| |
Other comprehensive income
|
| |
25
|
| | | | — | | | | | | — | | | | | | (118) | | | | | | — | | | | | | 3,456 | | | | | | — | | | | | | 3,338 | | | | | | — | | | | |
|
3,338
|
| |
Total comprehensive income for the year
|
| | | | | | | — | | | | | | — | | | | | | (118) | | | | | | — | | | | | | 3,456 | | | | | | 7,303 | | | | | | 10,641 | | | | | | 107 | | | | | | 10,748 | | |
Issue of ordinary shares related to business combination
|
| |
15
|
| | | | 569,301 | | | | | | — | | | | | | (2,103) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,103) | | | | | | — | | | | | | (2,103) | | |
Share-based payments
|
| |
30
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,751 | | | | | | — | | | | | | — | | | | | | 3,751 | | | | | | — | | | | |
|
3,751
|
| |
Distribution to shareholders
|
| | | | | | | — | | | | | | — | | | | | | 27 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27 | | | | | | — | | | | |
|
27
|
| |
Elimination of non-controlling interest at disposal of subsidiaries
|
| |
8
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (151) | | | | |
|
(151)
|
| |
Total transactions with shareholders
|
| | | | | | | 569,301 | | | | | | — | | | | | | (2,076) | | | | | | 3,751 | | | | | | — | | | | | | — | | | | | | 1,675 | | | | | | (151) | | | | | | 1,524 | | |
Balance at December 31, 2022
|
| | | | | | | 197,092,402 | | | | | | — | | | | | | 23,685 | | | | | | 144,240 | | | | | | 3,493 | | | | | | (320,194) | | | | | | (148,776) | | | | | | — | | | | | | (148,776) | | |
| | |
Note
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Operating activities | | | | | | | | | | | | | | | | | | | | | | |
Profit/(loss) for the year, net of tax
|
| | | | | | | 7,410 | | | | | | (117,444) | | | | | | (751) | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| |
14, 15, 18
|
| | | | 6,901 | | | | | | 2,540 | | | | | | 561 | | |
Share-based payments expense
|
| |
30
|
| | | | 3,751 | | | | | | 3,761 | | | | | | 2,276 | | |
Goodwill and Investments in equity accounted associates’ impairment
|
| |
15, 16
|
| | | | 62,828 | | | | | | — | | | | | | — | | |
Share listing expense
|
| |
30
|
| | | | — | | | | | | 125,438 | | | | | | — | | |
Share of loss of equity-accounted associates
|
| |
16
|
| | | | 10,121 | | | | | | — | | | | | | — | | |
Gain on acquisition
|
| |
8
|
| | | | — | | | | | | (79) | | | | | | — | | |
Impairment loss on trade receivables and loans receivable
|
| |
17, 19, 29
|
| | | | 29,987 | | | | | | 102 | | | | | | — | | |
Property and equipment write-off
|
| |
14
|
| | | | 454 | | | | | | — | | | | | | — | | |
Impairment loss on Intangible assets
|
| |
15
|
| | | | 547 | | | | | | — | | | | | | — | | |
Change in fair value of share warrant obligation and other financial instruments
|
| |
22, 29
|
| | | | (2,767) | | | | | | (10,080) | | | | | | — | | |
Unwinding of discount on the put option liability
|
| |
12
|
| | | | 366 | | | | | | — | | | | | | — | | |
Transaction costs
|
| |
12
|
| | | | 104 | | | | | | — | | | | | | — | | |
Interest income
|
| |
12
|
| | | | (1,639) | | | | | | — | | | | | | — | | |
Interest expense
|
| |
12
|
| | | | 116 | | | | | | 91 | | | | | | 38 | | |
Lease modification gain
|
| |
18
|
| | | | (11) | | | | | | — | | | | | | — | | |
Loss on sale of disposal group
|
| |
8
|
| | | | 4,969 | | | | | | — | | | | | | — | | |
Dividend on ETFs accrued
|
| |
12
|
| | | | (231) | | | | | | — | | | | | | — | | |
Trade receivables write-off
|
| |
19
|
| | | | 81 | | | | | | — | | | | | | — | | |
Foreign exchange (gain)/loss, net
|
| |
12
|
| | | | 1,020 | | | | | | 2,809 | | | | | | (1,991) | | |
Income tax expense
|
| |
13
|
| | | | 3,760 | | | | | | 1,127 | | | | | | 862 | | |
| | | | | | | | 127,767 | | | | | | 8,265 | | | | | | 995 | | |
Changes in working capital: | | | | | | | | | | | | | | | | | | | | | | |
Decrease/(increase) in deferred platform commissions
|
| |
26
|
| | | | 21,851 | | | | | | (26,946) | | | | | | (52,465) | | |
(Decrease)/increase in deferred revenue
|
| |
26
|
| | | | (30,242) | | | | | | 127,899 | | | | | | 184,603 | | |
Increase in trade and other receivables
|
| |
19
|
| | | | (4,498) | | | | | | (12,682) | | | | | | (7,490) | | |
Increase/(decrease) in trade and other payables
|
| |
20
|
| | | | 2,282 | | | | | | 9,600 | | | | | | (1,060) | | |
| | | | | | | | (10,607) | | | | | | 97,871 | | | | | | 123,588 | | |
Income tax paid
|
| | | | | | | (1,078) | | | | | | (617) | | | | | | (3,978) | | |
Interest received
|
| | | | | | | — | | | | | | 7 | | | | | | 19 | | |
Net cash flows generated from operating activities
|
| | | | | | | 116,082 | | | | | | 105,526 | | | | | | 120,624 | | |
Investing activities | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of intangible assets
|
| |
15
|
| | | | (64) | | | | | | (338) | | | | | | — | | |
Acquisition of property and equipment
|
| |
14
|
| | | | (994) | | | | | | (1,099) | | | | | | (147) | | |
Acquisition of subsidiary net of cash acquired
|
| |
3, 15
|
| | | | (54,113) | | | | | | (1,159) | | | | | | — | | |
Investments in equity accounted associates
|
| |
16
|
| | | | (17,970) | | | | | | — | | | | | | — | | |
Loans granted
|
| |
17
|
| | | | (31,659) | | | | | | (123) | | | | | | — | | |
Proceeds from repayment of loans
|
| |
17
|
| | | | 746 | | | | | | — | | | | | | 508 | | |
Acquisition of other investments
|
| |
23
|
| | | | (67,729) | | | | | | — | | | | | | — | | |
Net cash flows (used)/generated in investing activities
|
| | | | | | | (171,783) | | | | | | (2,719) | | | | | | 361 | | |
Financing activities | | | | | | | | | | | | | | | | | | | | | | |
Payments of lease liabilities
|
| |
18
|
| | | | (2,013) | | | | | | (2,132) | | | | | | (341) | | |
Proceeds from loans receivable
|
| |
27
|
| | | | 224 | | | | | | — | | | | | | — | | |
Repayment of borrowings
|
| | | | | | | — | | | | | | (49) | | | | | | (3,980) | | |
Payments of lease interest
|
| |
18
|
| | | | (115) | | | | | | (90) | | | | | | (26) | | |
Payments of interest non-lease
|
| | | | | | | — | | | | | | — | | | | | | (17) | | |
Dividends paid and distribution to shareholders
|
| |
25
|
| | | | — | | | | | | (160,366) | | | | | | (51,683) | | |
Cash acquired in the Transaction
|
| |
3
|
| | | | — | | | | | | 119,659 | | | | | | — | | |
Net cash flows used in financing activities
|
| | | | | | | (1,904) | | | | | | (42,978) | | | | | | (56,047) | | |
Net (decrease)/increase in cash and cash equivalents for the year
|
| | | | | | | (57,605) | | | | | | 59,829 | | | | | | 64,938 | | |
Cash and cash equivalents at the beginning of the year
|
| | | | | | | 142,802 | | | | | | 84,557 | | | | | | 17,565 | | |
Effect of changes in exchange rates on cash held
|
| | | | | | | 1,577 | | | | | | (1,584) | | | | | | 2,054 | | |
Cash and cash equivalents at the end of the year
|
| | | | | | | 86,774 | | | | | | 142,802 | | | | | | 84,557 | | |
Reportable segments
|
| |
Operations
|
|
Nexters Global Ltd | | |
Game development and publishing
|
|
2022
|
| |
Nexters Global Ltd
|
| |
All other segments
|
| |
Total
|
| |||||||||
Segment revenues
|
| | | | 472,394 | | | | | | 7,294 | | | | | | 479,688 | | |
Segment management EBITDA
|
| | | | 138,647 | | | | | | (25,504) | | | | | | 113,143 | | |
2021
|
| |
Nexters Global Ltd
|
| |
All other segments
|
| |
Total
|
| |||||||||
Segment revenues
|
| | | | 434,094 | | | | | | — | | | | | | 434,094 | | |
Segment management EBITDA
|
| | | | 113,349 | | | | | | — | | | | | | 113,349 | | |
2020
|
| |
Nexters Global Ltd
|
| |
All other segments
|
| |
Total
|
| |||||||||
Segment revenues
|
| | | | 260,892 | | | | | | — | | | | | | 260,892 | | |
Segment management EBITDA
|
| | | | 133,308 | | | | | | — | | | | | | 133,308 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Profit/(loss) before income tax | | | | | | | | | | | | | | | | | | | |
Management EBITDA for reportable segments
|
| | | | 138,647 | | | | | | 113,349 | | | | | | 133,308 | | |
Management EBITDA for other segments
|
| | | | (25,504) | | | | | | — | | | | | | — | | |
Net effect from recognition of deferred net revenues
|
| | | | 8,391 | | | | | | (100,953) | | | | | | (132,138) | | |
Depreciation and amortization
|
| | | | (6,901) | | | | | | (2,540) | | | | | | (561) | | |
Finance income
|
| | | | 1,868 | | | | | | 79 | | | | | | 1,998 | | |
Finance expenses
|
| | | | (2,191) | | | | | | (3,220) | | | | | | (220) | | |
Share-based payments expense
|
| | | | (3,751) | | | | | | (3,761) | | | | | | (2,276) | | |
Share listing expense
|
| | | | — | | | | | | (125,438) | | | | | | — | | |
NASDAQ related non-recurring expenses
|
| | | | — | | | | | | (3,811) | | | | | | — | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (29,987) | | | | | | (102) | | | | | | — | | |
Change in fair value of share warrant obligation and other financial instruments
|
| | | | 2,767 | | | | | | 10,080 | | | | | | — | | |
Impairment loss on Intangible assets
|
| | | | (547) | | | | | | — | | | | | | — | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Goodwill and investments in equity accounted associates’ impairment
|
| | | | (62,828) | | | | | | — | | | | | | — | | |
Share of loss of equity-accounted associates
|
| | | | (10,121) | | | | | | — | | | | | | — | | |
Other operating income
|
| | | | 1,327 | | | | | | — | | | | | | — | | |
Consolidated profit/(loss) before income tax
|
| | | | 11,170 | | | | | | (116,317) | | | | | | 111 | | |
|
| | |
Cyprus
|
| |
Armenia
|
| |
Kazakhstan
|
| |
Spain
|
| |
Total
|
| |||||||||||||||
Property and equipment
|
| | | | 672 | | | | | | 67 | | | | | | 46 | | | | | | 1 | | | | | | 786 | | |
Right-of-use assets
|
| | | | 1,298 | | | | | | 164 | | | | | | — | | | | | | — | | | | | | 1,462 | | |
Intangible assets
|
| | | | 12,959 | | | | | | 17 | | | | | | 1 | | | | | | — | | | | | | 12,977 | | |
Goodwill
|
| | | | 1,836 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,836 | | |
Long-term deferred platform commission fees
|
| | | | 94,682 | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,682 | | |
Loans receivable – non-current
|
| | | | 3,317 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,317 | | |
| | | | | 114,764 | | | | | | 248 | | | | | | 47 | | | | | | 1 | | | | | | 115,060 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Profit/(loss) for the year net of tax attributable to ordinary equity holders of the parent for basic earnings
|
| | | | 7,303 | | | | | | (117,455) | | | | | | (751) | | |
Weighted average number of ordinary shares, basic
|
| | | | 197,971,371 | | | | | | 183,521,938 | | | | | | 176,584,343 | | |
Weighted average number of ordinary shares, diluted
|
| | | | 197,971,371 | | | | | | 183,521,938 | | | | | | 176,584,343 | | |
Earnings/(loss) per share: | | | | | | | | | | | | | | | | | | | |
Earnings/(loss) attributable to ordinary equity holders of the parent, basic and diluted US$
|
| | | | 0.04 | | | | | | (0.64) | | | | | | (0.00) | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
In-game purchases
|
| | | | 459,660 | | | | | | 406,594 | | | | | | 245,833 | | |
Advertising
|
| | | | 20,028 | | | | | | 27,500 | | | | | | 15,059 | | |
Total | | | | | 479,688 | | | | | | 434,094 | | | | | | 260,892 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
US
|
| | | | 160,314 | | | | | | 136,570 | | | | | | 97,470 | | |
Europe
|
| | | | 101,320 | | | | | | 93,620 | | | | | | 61,494 | | |
Asia
|
| | | | 124,322 | | | | | | 106,404 | | | | | | 42,382 | | |
Other
|
| | | | 93,732 | | | | | | 97,500 | | | | | | 59,546 | | |
Total | | | | | 479,688 | | | | | | 434,094 | | | | | | 260,892 | | |
| | |
Fair value recognized
on acquisition, February 3, 2021, Nexters Studio LLC |
| |
Fair value recognized
on acquisition, February 3, 2021, Nexters Online LLC |
| |
Fair value recognized
on acquisition, April 5, 2021, NHW Ltd |
| |
Fair value recognized
on acquisition, December 9, 2021, Game Positive LLC |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment
|
| | | | 390 | | | | | | 85 | | | | | | — | | | | | | 71 | | |
Intangible assets
|
| | | | 38 | | | | | | 14 | | | | | | — | | | | | | — | | |
Right-of-use assets
|
| | | | 1,164 | | | | | | 395 | | | | | | — | | | | | | — | | |
Trade and other receivables
|
| | | | 656 | | | | | | 80 | | | | | | 15 | | | | | | 48 | | |
Other assets
|
| | | | 91 | | | | | | 27 | | | | | | — | | | | | | 59 | | |
Cash and cash equivalents
|
| | | | 26 | | | | | | 4 | | | | | | 1 | | | | | | 82 | | |
Prepaid tax
|
| | | | 28 | | | | | | — | | | | | | — | | | | | | 12 | | |
| | | | | 2,393 | | | | | | 605 | | | | | | 16 | | | | | | 272 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred tax liability
|
| | | | (4) | | | | | | (16) | | | | | | — | | | | | | — | | |
Lease liabilities – current
|
| | | | (1,164) | | | | | | (395) | | | | | | — | | | | | | — | | |
Trade and other payables
|
| | | | (1,415) | | | | | | (218) | | | | | | — | | | | | | (159) | | |
Tax liability
|
| | | | — | | | | | | (4) | | | | | | — | | | | | | — | | |
| | | |
|
(2,583)
|
| | | |
|
(633)
|
| | | | | — | | | | |
|
(159)
|
| |
Total identifiable net assets at fair value
|
| | | | (190) | | | | | | (28) | | | | | | 16 | | | | | | 113 | | |
Goodwill gain on bargain purchase
|
| | | | 1,274 | | | | | | 191 | | | | | | 8 | | | | | | (79) | | |
NCI
|
| | | | — | | | | | | — | | | | | | — | | | | | | (33) | | |
Purchase consideration transferred
|
| | | | 1,084 | | | | | | 163 | | | | | | 24 | | | | | | 1 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Employee benefits expenses
|
| | | | (35,282) | | | | | | (13,985) | | | | | | (1,276) | | |
Technical support services
|
| | | | (8,754) | | | | | | (4,960) | | | | | | (16,114) | | |
| | | | | (44,036) | | | | | | (18,945) | | | | | | (17,390) | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Advertising costs
|
| | | | (146,449) | | | | | | (266,804) | | | | | | (164,929) | | |
Employee benefits expenses
|
| | | | (6,225) | | | | | | (3,261) | | | | | | (827) | | |
| | | | | (152,674) | | | | | | (270,065) | | | | | | (165,756) | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Employee benefits expenses
|
| | | | (16,815) | | | | | | (10,497) | | | | | | (2,033) | | |
Professional fees
|
| | | | (5,777) | | | | | | (7,457) | | | | | | (1,473) | | |
Loss on sale of disposal group
|
| | | | (4,969) | | | | | | — | | | | | | — | | |
Insurance liability expense
|
| | | | (1,522) | | | | | | (513) | | | | | | — | | |
Impairment of intangible assets
|
| | | | (547) | | | | | | — | | | | | | — | | |
Other operating expenses
|
| | | | (6,489) | | | | | | (4,564) | | | | | | (183) | | |
| | | | | (36,119) | | | | | | (23,031) | | | | | | (3,689) | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Interest income
|
| | | | 1,639 | | | | | | — | | | | | | 7 | | |
Net foreign exchange gain
|
| | | | — | | | | | | — | | | | | | 1,991 | | |
Other income
|
| | | | 229 | | | | | | 79 | | | | | | — | | |
Finance income
|
| | | | 1,868 | | | | | | 79 | | | | | | 1,998 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Bank charges
|
| | | | (585) | | | | | | (320) | | | | | | (175) | | |
Unwinding of discount on the put option liability
|
| | | | (366) | | | | | | — | | | | | | — | | |
Transaction cost
|
| | | | (104) | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (116) | | | | | | (91) | | | | | | (45) | | |
Net foreign exchange loss
|
| | | | (1,020) | | | | | | (2,809) | | | | | | — | | |
Finance expenses
|
| | | | (2,191) | | | | | | (3,220) | | | | | | (220) | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Profit/(loss) before income tax
|
| | | | 11,170 | | | | | | (116,317) | | | | | | 111 | | |
Tax calculated at the applicable tax rate
|
| | | | (1,396) | | | | | | 14,545 | | | | | | (15) | | |
Effect of different tax rates in other countries
|
| | | | 146 | | | | | | 82 | | | | | | (9) | | |
Tax effect of expenses not deductible for tax purposes and non-taxable income
|
| | | | (15,004) | | | | | | (14,665) | | | | | | 401 | | |
Tax effect of deductions under special tax regimes
|
| | | | 11,620 | | | | | | 169 | | | | | | (624) | | |
Tax effect of tax losses brought forward
|
| | | | 2,011 | | | | | | 395 | | | | | | 230 | | |
Tax effect of not recognized deferred tax asset regarding the loss carryforward
|
| | | | (372) | | | | | | (637) | | | | | | — | | |
Other
|
| | | | (765) | | | | | | (1,016) | | | | | | (845) | | |
Income tax expense
|
| | | | (3,760) | | | | | | (1,127) | | | | | | (862) | | |
| | |
Computer
hardware |
| |
Furniture, fixtures
and office equipment |
| |
Total
|
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2021
|
| | | | 111 | | | | | | 151 | | | | | | 262 | | |
Additions
|
| | | | 937 | | | | | | 162 | | | | | | 1,099 | | |
Acquisitions through business combinations
|
| | | | 287 | | | | | | 259 | | | | | | 546 | | |
Disposals
|
| | | | (58) | | | | | | (2) | | | | | | (60) | | |
Balance at December 31, 2021
|
| | | | 1,277 | | | | | | 570 | | | | | | 1,847 | | |
Depreciation | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2021
|
| | | | 42 | | | | | | 49 | | | | | | 91 | | |
Depreciation for the year
|
| | | | 327 | | | | | | 105 | | | | | | 432 | | |
Disposals
|
| | | | (26) | | | | | | (2) | | | | | | (28) | | |
Balance at December 31, 2021
|
| | | | 343 | | | | | | 152 | | | | | | 495 | | |
Carrying amounts | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2021
|
| | | | 934 | | | | | | 417 | | | | | | 1,352 | | |
| | |
Computer
hardware |
| |
Furniture, fixtures
and office equipment |
| |
Total
|
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 1,277 | | | | | | 570 | | | | | | 1,847 | | |
Additions
|
| | | | 875 | | | | | | 119 | | | | | | 994 | | |
Acquisitions through business combinations
|
| | | | 64 | | | | | | 4 | | | | | | 68 | | |
Disposals
|
| | | | (661) | | | | | | (204) | | | | | | (865) | | |
Disposals through the sale of subsidiaries
|
| | | | (939) | | | | | | (208) | | | | | | (1,147) | | |
Effect of foreign exchange rates
|
| | | | 186 | | | | | | 43 | | | | | | 229 | | |
Balance at December 31, 2022
|
| | | | 802 | | | | | | 324 | | | | | | 1,126 | | |
| | |
Computer
hardware |
| |
Furniture, fixtures
and office equipment |
| |
Total
|
| |||||||||
Depreciation | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 343 | | | | | | 152 | | | | | | 495 | | |
Depreciation for the period
|
| | | | 424 | | | | | | 99 | | | | | | 523 | | |
Disposals
|
| | | | (318) | | | | | | (92) | | | | | | (410) | | |
Disposals through the sale of subsidiaries
|
| | | | (303) | | | | | | (41) | | | | | | (344) | | |
Effect of foreign exchange rates
|
| | | | 68 | | | | | | 8 | | | | | | 76 | | |
Balance at December 31, 2022
|
| | | | 214 | | | | | | 126 | | | | | | 340 | | |
Carrying amounts | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2022
|
| | | | 588 | | | | | | 197 | | | | | | 786 | | |
|
| | |
Computer
software |
| |
Licenses and
IP rights |
| |
Total
|
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2021
|
| | | | 771 | | | | | | — | | | | |
|
771
|
| |
Additions
|
| | | | 4 | | | | | | 334 | | | | |
|
338
|
| |
Acquisitions through business combinations
|
| | | | — | | | | | | 52 | | | | |
|
52
|
| |
Balance at December 31, 2021
|
| | | | 775 | | | | | | 386 | | | | | | 1,161 | | |
Amortization | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2021
|
| | | | 695 | | | | | | — | | | | |
|
695
|
| |
Amortization for the year
|
| | | | 55 | | | | | | 145 | | | | |
|
200
|
| |
Balance at December 31, 2021
|
| | | | 750 | | | | | | 145 | | | | | | 895 | | |
Carrying amounts | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2021
|
| | | | 25 | | | | | | 241 | | | | | | 266 | | |
| | |
Computer
software |
| |
Licenses and
IP rights |
| |
Total
|
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 775 | | | | | | 386 | | | | |
|
1,161
|
| |
Additions
|
| | | | 17 | | | | | | 47 | | | | |
|
64
|
| |
Acquisitions through business combinations (see Note 15.C)
|
| | | | 26 | | | | | | 17,638 | | | | |
|
17,664
|
| |
Disposals through the sale
|
| | | | (26) | | | | | | (449) | | | | |
|
(475)
|
| |
Effect of foreign exchange rates
|
| | | | 3 | | | | | | 15 | | | | |
|
18
|
| |
Balance at December 31, 2022
|
| | | | 795 | | | | | | 17,637 | | | | | | 18,432 | | |
Amortization | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 750 | | | | | | 145 | | | | | | 895 | | |
Amortization for the year
|
| | | | 22 | | | | | | 4,372 | | | | | | 4,394 | | |
Impairment loss
|
| | | | — | | | | | | 547 | | | | | | 547 | | |
| | |
Computer
software |
| |
Licenses and
IP rights |
| |
Total
|
| |||||||||
Disposals through the sale
|
| | | | (10) | | | | | | (355) | | | | | | (365) | | |
Effect of foreign exchange rates
|
| | | | — | | | | | | (16) | | | | | | (16) | | |
Balance at December 31, 2022
|
| | | | 762 | | | | | | 4,693 | | | | | | 5,455 | | |
Carrying amounts | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2022
|
| | | | 33 | | | | | | 12,944 | | | | | | 12,977 | | |
|
| Consideration transferred | | | | | | | |
|
Cash
|
| | | | 55,667 | | |
|
Share consideration
|
| | | | 3,158 | | |
|
Deferred share consideration
|
| | | | 8,237 | | |
|
Total fair value of consideration
|
| | | | 67,062 | | |
| | |
Fair value recognized
on acquisition, January 31, 2022, Lightmap Ltd |
| |||
Assets | | | | | | | |
Property and equipment (Note 4)
|
| | | | 68 | | |
Intangible assets
|
| | | | 17,664 | | |
Right-of-use assets
|
| | | | 230 | | |
Indemnification asset
|
| | | | 3,159 | | |
Trade and other receivables
|
| | | | 2,668 | | |
Cash and cash equivalents
|
| | | | 1,555 | | |
Prepaid tax
|
| | | | 260 | | |
| | | | | 25,604 | | |
Liabilities | | | | | | | |
Lease liabilities
|
| | | | (230) | | |
Trade and other payables
|
| | | | (2,160) | | |
Provisions for non-income tax risks (Note 21)
|
| | | | (1,381) | | |
Tax liability (Note 21)
|
| | | | (1,721) | | |
| | | | | (5,492) | | |
Total identifiable net assets at fair value
|
| | | | 20,112 | | |
Goodwill arising on acquisition
|
| | | | 46,950 | | |
NCI
|
| | | | — | | |
Purchase consideration transferred
|
| | | | 67,062 | | |
|
Balance at January 1, 2022
|
| | | | 1,501 | | |
|
Acquisition through business combination
|
| | | | 46,950 | | |
|
Goodwill impairment
|
| | | | (46,947) | | |
|
Translation reserve
|
| | | | 332 | | |
|
Balance at December 31, 2022
|
| | | | 1,836 | | |
| | |
MX Capital Ltd
|
| |
Castcrown Ltd
|
| ||||||
Investment in associates at acquisition
|
| | | | 15,000 | | | | | | 2,970 | | |
Indemnification asset
|
| | | | (119) | | | | | | (105) | | |
Legal expenses capitalized
|
| | | | 148 | | | | | | — | | |
Contingent consideration – sellers earn-outs
|
| | | | 2,297 | | | | | | — | | |
Contingent consideration – founders earn-outs
|
| | | | 258 | | | | | | — | | |
Liability arising from symmetric put option
|
| | | | 9,810 | | | | | | — | | |
Asset arising from symmetric call option
|
| | | | (2,623) | | | | | | — | | |
Derivative asset arising from call option
|
| | | | — | | | | | | (1,799) | | |
Initial cost at acquisition
|
| | | | 24,771 | | | | | | 1,066 | | |
Share of loss of equity-accounted associates
|
| | | | (8,994) | | | | | | (1,066) | | |
Share of OCI of equity-accounted associates
|
| | | | 104 | | | | | | — | | |
Carrying amount of investment at December 31, 2022 before impairment
|
| | | | 15,881 | | | | | | — | | |
Investment impairment
|
| | | | (15,881) | | | | | | — | | |
Carrying amount of investment as at December 31, 2022
|
| | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |||
ASSETS | | | | | | | |
Non-current assets
|
| | | | 13,649 | | |
Current assets
|
| | | | 13,731 | | |
Total assets
|
| | | | 27,380 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Total Equity
|
| | | | (291) | | |
Non-current liabilities
|
| | | | 23,976 | | |
Current liabilities
|
| | | | 3,695 | | |
Total liabilities
|
| | | | 27,671 | | |
Total liabilities and shareholders’ equity
|
| | | | 27,380 | | |
| | |
For the period February 1,
2022 to December 31, 2022 |
| |||
Revenue | | | | | 2,096 | | |
Loss from operations
|
| | | | (17,627) | | |
Other comprehensive income/(loss)
|
| | | | 188 | | |
Total comprehensive loss for the period, net of tax
|
| | | | (18,241) | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Balance at January 1
|
| | | | 123 | | | | | | 8 | | |
New loans granted
|
| | | | 31,659 | | | | | | 123 | | |
Repayments of principal
|
| | | | (746) | | | | | | — | | |
Interest charged
|
| | | | 1,404 | | | | | | — | | |
Interest received
|
| | | | — | | | | | | (7) | | |
Foreign exchange (gain) / loss
|
| | | | 40 | | | | | | (1) | | |
Expected credit losses
|
| | | | (28,475) | | | | | | — | | |
Write-off of loans receivable
|
| | | | (171) | | | | | | — | | |
Balance at December 31
|
| | | | 3,834 | | | | | | 123 | | |
| | |
Right-of-use
assets |
| |
Lease
liabilities |
| ||||||
Balance at January 1, 2021
|
| | | | 1,044 | | | | | | 1,111 | | |
Additions
|
| | | | 1,305 | | | | | | 1,305 | | |
Acquisitions through business combinations
|
| | | | 1,559 | | | | | | 1,559 | | |
Depreciation
|
| | | | (1,908) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | 90 | | |
Payments
|
| | | | — | | | | | | (2,222) | | |
Effect of foreign exchange rates
|
| | | | 50 | | | | | | 91 | | |
Balance at December 31, 2021
|
| | | | 2,050 | | | | | | 1,934 | | |
Lease liabilities – current
|
| | | | | | | | | | 831 | | |
Lease liabilities – non-current
|
| | | | | | | | | | 1,103 | | |
| | |
Right-of-use
assets |
| |
Lease
liabilities |
| ||||||
Balance at January 1, 2022
|
| | | | 2,050 | | | | | | 1,934 | | |
Additions
|
| | | | 1,533 | | | | | | 1,533 | | |
Acquisitions through business combinations
|
| | | | 61 | | | | | | 61 | | |
Gain on modification
|
| | | | 11 | | | | | | — | | |
Depreciation
|
| | | | (1,985) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | 115 | | |
Payments
|
| | | | — | | | | | | (2,128) | | |
Derecognition of right-of-use assets/lease liabilities due to sale of subsidiaries
|
| | | | (195) | | | | | | (186) | | |
Effect of foreign exchange rates
|
| | | | (13) | | | | | | (142) | | |
Balance at December 31, 2022
|
| | | | 1,462 | | | | | | 1,187 | | |
Lease liabilities – current
|
| | | | | | | | | | 743 | | |
Lease liabilities – non-current
|
| | | | | | | | | | 444 | | |
| | |
2022
|
| |
2021
|
| ||||||
Expense relating to low-value leases
|
| | | | 292 | | | | | | 86 | | |
Interest expense on lease liabilities
|
| | | | 115 | | | | | | 90 | | |
| | | | | 407 | | | | | | 176 | | |
| | |
2022
|
| |
2021
|
| ||||||
Cash outflow for leases
|
| | | | 2,013 | | | | | | 2,132 | | |
Cash outflow for low-value leases
|
| | | | 115 | | | | | | 90 | | |
Total cash outflow for leases
|
| | | | 2,128 | | | | | | 2,222 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Trade receivables
|
| | | | 41,874 | | | | | | 41,675 | | |
Deposits and prepayments
|
| | | | 2,987 | | | | | | 2,460 | | |
Other receivables
|
| | | | 511 | | | | | | 952 | | |
Total | | | | | 45,372 | | | | | | 45,087 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Trade payables
|
| | | | 22,295 | | | | | | 16,191 | | |
Provision for indirect taxes
|
| | | | 2,234 | | | | | | 803 | | |
Indirect taxes payables
|
| | | | 1,007 | | | | | | 6,120 | | |
Accrued salaries, bonuses, vacation pay and related taxes
|
| | | | 2,969 | | | | | | 1,924 | | |
Accrued professional services
|
| | | | 1,526 | | | | | | 1,100 | | |
Other payables and advances received
|
| | | | 490 | | | | | | 435 | | |
Total | | | | | 30,521 | | | | | | 26,573 | | |
| | |
December 31, 2021
|
| |
December 31, 2022
|
|
Risk free rate
|
| |
forward USD overnight index
swap (OIS) rates (curve 42) |
| |
forward USD overnight index
swap (OIS) rates (curve 42) |
|
Volatility | | |
forward implied volatility rates
based on volatilities of publicly traded peers |
| |
forward implied volatility rates
based on volatilities of publicly traded peers |
|
Starting share price1
|
| |
8.06
|
| |
4.63
|
|
Expected warrant life (years)
|
| |
4.7
|
| |
3.7
|
|
| | |
Public
Warrants |
| |
Private
Warrants |
| |
Total
|
| |||||||||
Balance at August 27, 2021
|
| | | | 12,606 | | | | | | 19,503 | | | | | | 32,109 | | |
Fair value adjustment
|
| | | | (2,234) | | | | | | (7,846) | | | | | | (10,080) | | |
Balance at December 31, 2021
|
| | | | 10,372 | | | | | | 11,657 | | | | | | 22,029 | | |
| | |
Public
Warrants |
| |
Private
Warrants |
| |
Total
|
| |||||||||
Balance at January 1, 2022
|
| | | | 10,372 | | | | | | 11,657 | | | | | | 22,029 | | |
Fair value adjustment
|
| | | | (2,797) | | | | | | (6,197) | | | | | | (8,994) | | |
Balance at December 31, 2022
|
| | | | 7,575 | | | | | | 5,460 | | | | | | 13,035 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Other investments – current | | | | | | | | | | | | | |
1 – 3 Month T-Bill ETF (BIL) – at fair value through profit or loss
|
| | | | 14,818 | | | | | | — | | |
1.5% US treasury notes – at amortized cost
|
| | | | 35,547 | | | | | | — | | |
| | | | | 50,365 | | | | | | — | | |
Other investments – non-current | | | | | | | | | | | | | |
1.7% federal bonds German Government – at fair value through other comprehensive income
|
| | | | 2,969 | | | | | | — | | |
iShares 20+ Year Treasury Bond ETF (TLT) – at fair value through profit or loss
|
| | | | 14,934 | | | | | | — | | |
| | | | | 17,903 | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Current accounts
|
| | | | 86,759 | | | | | | 142,787 | | |
Bank deposits
|
| | | | 15 | | | | | | 15 | | |
Total | | | | | 86,774 | | | | | | 142,802 | | |
Currency
|
| |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
United States Dollars
|
| | | | 68,517 | | | | | | 108,884 | | |
Euro
|
| | | | 17,057 | | | | | | 33,297 | | |
Russian Ruble
|
| | | | 1,078 | | | | | | 621 | | |
Armenian Dram
|
| | | | 26 | | | | | | — | | |
Kazakhstani tenge
|
| | | | 96 | | | | | | — | | |
Total | | | | | 86,774 | | | | | | 142,802 | | |
| | |
2021
Number of shares |
| |
2021
US$ |
| ||||||
Ordinary shares of $0 each
|
| | | | 196,523,101 | | | | | | — | | |
| | | | | 196,523,101 | | | | | | — | | |
Issued and fully paid | | | | | | | | | | | | | |
Balance at January 1, 2021
|
| | | | 20,000 | | | | | | 26,659 | | |
Balance at December 31, 2021
|
| | | | 196,523,101 | | | | | | — | | |
| | |
2022
Number of shares |
| |
2022
US$ |
| ||||||
Ordinary shares of $0 each
|
| | | | 197,092,402 | | | | | | — | | |
| | | | | 197,092,402 | | | | | | — | | |
Issued and fully paid | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 196,523,101 | | | | | | — | | |
Balance at December 31, 2022
|
| | | | 197,092,402 | | | | | | — | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Dividends unpaid as at January 1
|
| | | | — | | | | | | 2,592 | | | | | | 84 | | |
Dividends declared for year, per share US$4,800 (2020: 2,681, 2019: 210)
|
| | | | — | | | | | | 96,000 | | | | | | 53,614 | | |
Dividends paid
|
| | | | — | | | | | | (98,562) | | | | | | (51,683) | | |
Effect of foreign exchange rates
|
| | | | — | | | | | | (30) | | | | | | 577 | | |
Dividends unpaid as at December 31
|
| | | | — | | | | | | — | | | | | | 2,592 | | |
| | |
2021
|
| |||
Liabilities (Deferred Revenue) | | | | | | | |
January 1, 2021
|
| | | | 294,782 | | |
Deferred during the year
|
| | | | 428,511 | | |
Released to profit or loss (Note 7)
|
| | | | (300,612) | | |
December 31, 2021
|
| | | | 422,681 | | |
Current portion
|
| | | | 294,607 | | |
Non-current portion
|
| | | | 128,074 | | |
Assets (Deferred platform commission fees) | | | | | | | |
January 1, 2021
|
| | | | 89,587 | | |
Deferred during the year
|
| | | | 114,657 | | |
Released to profit or loss
|
| | | | (87,711) | | |
December 31, 2021
|
| | | | 116,533 | | |
| | |
2022
|
| |||
Liabilities (Deferred Revenue) | | | | | | | |
January 1,2022 | | | | | 422,681 | | |
Deferred during the year
|
| | | | 330,805 | | |
Released to profit or loss
|
| | | | (361,047) | | |
December 31, 2022
|
| | | | 392,439 | | |
Current portion
|
| | | | 295,552 | | |
Non-current portion
|
| | | | 96,887 | | |
| | |
2022
|
| |||
Assets (Deferred platform commission fees) | | | | | | | |
January 1, 2022
|
| | | | 116,533 | | |
Deferred during the year
|
| | | | 87,860 | | |
Released to profit or loss
|
| | | | (109,711) | | |
December 31, 2022
|
| | | | 94,682 | | |
|
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Directors’ remuneration
|
| | | | 1,153 | | | | | | 902 | | | | | | 338 | | |
– short-term employee benefits
|
| | | | 944 | | | | | | 870 | | | | | | 338 | | |
– share-based payments
|
| | | | 209 | | | | | | 32 | | | | | | — | | |
Other members of key management’s remuneration
|
| | | | 2,080 | | | | | | 2,834 | | | | | | 219 | | |
– short-term employee benefits
|
| | | | 817 | | | | | | 1,395 | | | | | | 219 | | |
– share-based payments
|
| | | | 1,263 | | | | | | 1,439 | | | | | | — | | |
Total | | | | | 3,233 | | | | | | 3,736 | | | | | | 557 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Income from technical support services from Lightmap Ltd to
Castcrown Ltd |
| | | | 314 | | | | | | — | | | | | | — | | |
Income from technical support services from Nexters Armenia LLC to Castcrown Ltd
|
| | | | 519 | | | | | | — | | | | | | — | | |
| | | | | 833 | | | | | | — | | | | | | — | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Castcrown Ltd
|
| | | | 325 | | | | | | — | | | | | | — | | |
MX Capital Ltd
|
| | | | 1,079 | | | | | | — | | | | |
|
—
|
| |
| | | | | 1,404 | | | | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Receivable from Castcrown Ltd to Lightmap Ltd
|
| | | | 123 | | | | | | — | | |
Receivable from Castcrown Ltd to Nexters Armenia LLC
|
| | | | 134 | | | | | | — | | |
| | | | | 257 | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Loan to Castcrown Ltd – net (Note 17)
|
| | | | — | | | | | | — | | |
Loan to MX Capital Ltd – net (Note 17)
|
| | | | 3,317 | | | | | | — | | |
| | | | | 3,317 | | | | | | — | | |
Name
|
| |
Ownership
Interest December 31, 2022 % |
| |
Ownership
Interest December 31, 2021 % |
| ||||||
Flow Research S.L.
|
| | | | 100 | | | | | | 100 | | |
Nexters Studio LLC
|
| | | | — | | | | | | 100 | | |
Nexters Online LLC
|
| | | | — | | | | | | 100 | | |
NHW Ltd
|
| | | | 100 | | | | | | 100 | | |
Nexters Global Ltd
|
| | | | 100 | | | | | | 100 | | |
SGBOOST Limited
|
| | | | 100 | | | | | | 100 | | |
Game Positive LLC
|
| | | | — | | | | | | 70 | | |
Lightmap Ltd
|
| | | | 100 | | | | | | — | | |
Lightmap LLC
|
| | | | — | | | | | | — | | |
Nexters Studio Armenia LLC
|
| | | | 100 | | | | | | — | | |
Nexters Studio Kazakhstan Ltd
|
| | | | 100 | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Financial assets at amortized cost | | | | | | | | | | | | | |
Trade receivables
|
| | | | 41,874 | | | | | | 41,675 | | |
Cash and cash equivalents
|
| | | | 86,774 | | | | | | 142,802 | | |
Loans receivable
|
| | | | 3,834 | | | | | | 123 | | |
Other investments – current
|
| | | | 35,547 | | | | | | — | | |
Total | | | | | 168,029 | | | | | | 184,600 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Financial assets measured at fair value | | | | | | | | | | | | | |
Other investments – current – fair value through profit or loss
|
| | | | 14,818 | | | | | | — | | |
Other investments – non-current – fair value through other comprehensive income
|
| | | | 2,969 | | | | | | — | | |
Other investments – non-current – fair value through profit or loss
|
| | | | 14,934 | | | | | | — | | |
Total | | | | | 32,721 | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Financial liabilities not measured at fair value | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 30,521 | | | | | | 26,573 | | |
Total | | | | | 30,521 | | | | | | 26,573 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Financial liabilities measured at fair value | | | | | | | | | | | | | |
Put option liability
|
| | | | 27,475 | | | | | | — | | |
Share warrant obligation
|
| | | | 13,035 | | | | | | 22,029 | | |
Other non-current liabilities
|
| | | | 577 | | | | | | — | | |
Total | | | | | 41,087 | | | | | | 22,029 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Loan receivables
|
| | | | 3,834 | | | | | | 123 | | |
Trade receivables
|
| | | | 41,874 | | | | | | 41,675 | | |
Cash and cash equivalents
|
| | | | 86,774 | | | | | | 142,802 | | |
Other investments – current
|
| | | | 50,365 | | | | | | — | | |
Other investments – non-current
|
| | | | 17,903 | | | | | | — | | |
December 31, 2022
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 1,187 | | | | | | 1,183 | | | | | | 309 | | | | | | 437 | | | | | | 437 | | |
Trade and other payables
|
| | | | 30,521 | | | | | | 30,521 | | | | | | 30,521 | | | | | | — | | | | | | — | | |
| | | | | 31,708 | | | | | | 31,704 | | | | | | 30,830 | | | | | | 437 | | | | | | 437 | | |
December 31, 2022
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share warrant obligation
|
| | | | 13,035 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,035 | | |
Put option liability
|
| | | | 27,475 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,475 | | |
| | | | | 40,510 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,510 | | |
December 31, 2021
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 1,934 | | | | | | 1,942 | | | | | | 313 | | | | | | 453 | | | | | | 1,176 | | |
Trade and other payables
|
| | | | 26,573 | | | | | | 26,573 | | | | | | 26,573 | | | | | | — | | | | | | — | | |
| | | | | 28,507 | | | | | | 28,515 | | | | | | 26,886 | | | | | | 453 | | | | | | 1,176 | | |
December 31, 2021
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share warrant obligation
|
| | | | 22,029 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,029 | | |
| | | | | 22,029 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,029 | | |
December 31, 2022
|
| |
Euro
|
| |
Russian Ruble
|
| |
Armenian Dram
|
| |
Kazakhstani Tenge
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable
|
| | | | 476 | | | | | | — | | | | | | 39 | | | | | | — | | |
Trade and other receivables
|
| | | | 9,411 | | | | | | — | | | | | | — | | | | | | — | | |
Cash and cash equivalents
|
| | | | 17,057 | | | | | | 1,078 | | | | | | 26 | | | | | | 95 | | |
| | | | | 26,944 | | | | | | 1,078 | | | | | | 65 | | | | | | 95 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (1,053) | | | | | | — | | | | | | (134) | | | | | | — | | |
Trade and other payables
|
| | | | (8,017) | | | | | | — | | | | | | (614) | | | | | | (33) | | |
| | | | | (9,070) | | | | | | — | | | | | | (748) | | | | | | (33) | | |
Net exposure
|
| | | | 17,874 | | | | | | 1,078 | | | | | | (683) | | | | | | 62 | | |
December 31, 2021
|
| |
Euro
|
| |
Russian Ruble
|
| ||||||
Assets | | | | | | | | | | | | | |
Loans receivable
|
| | | | 123 | | | | | | — | | |
Trade and other receivables
|
| | | | 9,493 | | | | | | 3,571 | | |
Cash and cash equivalents
|
| | | | 33,297 | | | | | | 621 | | |
| | | | | 42,913 | | | | | | 4,192 | | |
Liabilities | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (1,795) | | | | | | (139) | | |
Trade and other payables
|
| | | | (4,701) | | | | | | (1,092) | | |
| | | | | (6,496) | | | | | | (1,231) | | |
Net exposure
|
| | | | 36,417 | | | | | | 2,961 | | |
December 31, 2022
|
| |
Strengthening of US$
by 10% |
| |
Weakening of US$ by
10% |
| ||||||
Euro
|
| | | | (1,787) | | | | | | 1,787 | | |
Russian Ruble
|
| | | | (108) | | | | | | 108 | | |
Armenian Dram
|
| | | | 68 | | | | | | (68) | | |
Kazakhstani Tenge
|
| | | | (6) | | | | | | 6 | | |
| | | | | (1,833) | | | | | | 1,833 | | |
December 31, 2021
|
| |
Strengthening of US$
by 10% |
| |
Weakening of US$
by 10% |
| ||||||
Euro
|
| | | | (3,642) | | | | | | 3,642 | | |
Russian Ruble
|
| | | | (296) | | | | | | 296 | | |
| | | | | (3,938) | | | | | | 3,938 | | |
| | |
Share warrant
obligation (Note 4) |
| |
Put option
liability (Note 4) |
| |
Other non-
current liabilities |
| |||||||||
Balance at January 1, 2021 (August, 2021 for Share warrant obligation)
|
| | | | 32,109 | | | | | | — | | | | | | — | | |
|
Net change in fair value
|
| | | | (10,080) | | | | | | — | | | | | | — | | |
|
Balance at December 31, 2021
|
| | |
|
22,029
|
| | | | | — | | | | | | — | | |
|
Balance at January 1, 2022
|
| | | | 22,029 | | | | | | — | | | | | | — | | |
|
Initial recognition
|
| | | | — | | | | | | 23,309 | | | | | | 2,555 | | |
|
Net change in fair value
|
| | | | (8,994) | | | | | | 3,800 | | | | | | (1,978) | | |
| Gain included in finance cost | | | | | | | | | | | | | | | | | | | |
|
Net change in fair value
|
| | | | — | | | | | | 366 | | | | | | — | | |
|
Balance at December 31, 2022
|
| | | | 13,035 | | | | | | 27,475 | | | | | | 577 | | |
| | |
Other
non-current current assets |
| |||
Balance at January 1, 2022 | | | | | | | |
Purchases
|
| | | | 4,422 | | |
Net change in fair value
|
| | | | (4,422) | | |
Balance at December 31, 2022
|
| | | | — | | |
Type of options
|
| |
Grant Date
|
| |
No. of options
outstanding |
| |
Vesting
period |
| |
Vesting
conditions |
| |||
ESOP options | | |
November
2021, depending on the employee |
| | | | 2,330,000* | | | |
2021 – 2026
|
| |
Service condition
|
|
LTIP – Modified Class B complex vesting options
|
| |
January 1, 2019
|
| | | | 4,267,454* | | | |
2022 – 2026
|
| |
Service condition, non-market performance condition
|
|
LTIP – Modified complex conditional upon listing
|
| |
November 18, 2020
|
| | | | 20,000* | | | |
2021
|
| |
Service condition, non-market performance condition
|
|
Total share options granted as at December 31, 2022
|
| | | | | |
|
6,617,454
|
| | |
—
|
| |
—
|
|
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Class B complex vesting
|
| | | | 702 | | | | | | 216 | | | | | | 2,146 | | |
Complex conditional upon listing
|
| | | | — | | | | | | 930 | | | | | | 130 | | |
Employee stock option plan
|
| | | | 3,049 | | | | | | 2,615 | | | | | | — | | |
Total recorded expenses
|
| | | | 3,751 | | | | | | 3,761 | | | | | | 2,276 | | |
therein recognized: | | | | | | | | | | | | | | | | | | | |
within Game operation cost
|
| | | | 121 | | | | | | 234 | | | | | | 1,073 | | |
within Selling and marketing expenses
|
| | | | 242 | | | | | | 467 | | | | | | — | | |
within General and administrative expenses
|
| | | | 3,388 | | | | | | 3,060 | | | | | | 1,203 | | |
| | |
Employee
stock option plan |
| |
Class B complex
vesting – related to Nexters Global Ltd shares |
| |
Class B complex
vesting – related to GDEV Inc. shares |
| |
Complex
conditional upon listing – related to GDEV Inc. shares |
| ||||||||||||
Outstanding at the beginning of 2021 (units)
|
| | | | — | | | | | | 500 | | | | | | — | | | | | | 100,000 | | |
Granted during the period (units)
|
| | | | 2,330,000 | | | | | | — | | | | | | — | | | | | | 0 | | |
Modification of options (units)
|
| | | | — | | | | | | (500) | | | | | | 4,414,608 | | | | | | — | | |
Exercised and forfeited during the period
(units) |
| | | | — | | | | | | — | | | | | | — | | | | | | (80,000) | | |
Outstanding at the end of 2021 (units)
|
| | | | 2,330,000 | | | | | | — | | | | | | 4,414,608 | | | | | | 20,000 | | |
Forfeited
|
| | | | — | | | | | | — | | | | | | (147,154) | | | | | | — | | |
Outstanding at the end of 2022 (units)
|
| | | | 2,330,000 | | | | | | — | | | | | | 4,267,454 | | | | | | 20,000 | | |
Evaluation date (grant date)
|
| |
November 16 – 30, 2021
|
|
Vesting period
|
| |
60 – 90 months, depending on the employee
|
|
Share market price, US$
|
| |
From 7.86 to 8.71
|
|
Strike (exercise) price, US$
|
| |
0 or 10 depending on the grant
|
|
Expected volatility
|
| |
36.15 – 37.88%
|
|
Dividend yield
|
| |
0.0%
|
|
Risk-free interest rate
|
| |
1.18 – 1.27%
|
|
Average grant-date FV of one option, US$
|
| |
3.57
|
|
Evaluation date (grant date)
|
| |
January 1, 2019
|
| |||
Equity value, US$ mln
|
| | | | 132 | | |
Expected volatility
|
| | | | 41.00% | | |
Dividend yield
|
| | | | 6.80% | | |
Proxy net income indicator
|
| | | | 0.041201 | | |
Discount for Lack of Marketability*
|
| | | | 8.40% | | |
Total FV for 1,300 complex options**
|
| | | | 7,856.12 | | |
Evaluation date (grant date)
|
| |
November 18,
2020 |
| |
November 18,
2020 |
|
Vesting period
|
| |
12 months
|
| |
8 months
|
|
Market price, US$
|
| |
9.91
|
| |
9.91
|
|
Strike price, US$
|
| |
10.00
|
| |
10.00
|
|
Expected volatility
|
| |
34.8%
|
| |
34.8%
|
|
Dividend yield
|
| |
0.0%
|
| |
0.0%
|
|
Risk-free interest rate
|
| |
0.11%
|
| |
0.11%
|
|
Discount for Lack of Marketability
|
| |
not applicable
|
| |
not applicable
|
|
FV of option, US$
|
| |
1.34
|
| |
1.11
|
|
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Expenses in relation to fulfilled condition
|
| | | | — | | | | | | 930 | | | | | | 130 | | |
Total recorded expenses
|
| | | | — | | | | | | 930 | | | | | | 130 | | |
| | |
Number of
Ordinary Shares |
| |
Percentage of
Ordinary Shares |
| ||||||
Kismet’s public shareholders
|
| | | | 3,188,758 | | | | | | 1.6% | | |
Sponsor
|
| | | | 11,750,000 | | | | | | 6.0% | | |
Nexters Global shareholders
|
| | | | 176,584,343 | | | | | | 89.9% | | |
PIPE investors
|
| | | | 5,000,000 | | | | | | 2.5% | | |
Total | | | | | 196,523,101 | | | | | | 100% | | |
| | |
Number of Shares
|
| |
Amount
|
| |||
Kismet’s existing public shareholders
|
| |
3,188,758
|
| | | | | | |
Sponsor
|
| |
11,750,000
|
| | | | | | |
PIPE investors
|
| |
5,000,000
|
| | | | | | |
Total GDEV Inc. Shares issued to Kismet shareholders
|
| |
19,938,758
|
| | | | | | |
Market value per share at August 27, 2021
|
| |
US$ 10.6684
|
| | | | | | |
Fair value of shares issued
|
| | | | | | | 212,715 | | |
Net assets of Kismet at August 27, 2021
|
| | | | | | | 111,286 | | |
Effect of accounting for fair value of warrants
|
| | | | | | | (24,009) | | |
Net assets of Kismet at August 27, 2021 including effect of fair value of warrants2
|
| | | | | | | 87,277 | | |
Difference – being IFRS 2 charge for listing services
|
| | | | | | | 125,438 | | |
| | | | | F-79 | | | |
| | | | | F-80 | | | |
| | | | | F-81 | | | |
| | | | | F-82 | | | |
| | | | | F-83 | | |
| | |
Note
|
| |
June 30, 2023
|
| |
December 31, 2022
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | |
Property and equipment
|
| |
14
|
| | | | 863 | | | | | | 786 | | |
Right-of-use assets
|
| |
18
|
| | | | 1,489 | | | | | | 1,462 | | |
Intangible assets
|
| |
15
|
| | | | 10,763 | | | | | | 12,977 | | |
Goodwill
|
| |
3,15
|
| | | | 1,836 | | | | | | 1,836 | | |
Investments in equity accounted associates
|
| |
16
|
| | | | — | | | | | | — | | |
Long-term deferred platform commission fees
|
| |
26
|
| | | | 83,197 | | | | | | 94,682 | | |
Deferred tax asset
|
| |
13
|
| | | | 59 | | | | | | 108 | | |
Other non-current investments
|
| |
23
|
| | | | 18,533 | | | | | | 17,903 | | |
Other non-current assets
|
| |
13
|
| | | | 107 | | | | | | 107 | | |
Loans receivable – non-current
|
| |
17
|
| | | | — | | | | | | 3,317 | | |
Total non-current assets
|
| | | | | | | 116,847 | | | | | | 133,178 | | |
Current assets | | | | | | | | | | | | | | | | |
Indemnification asset
|
| |
13,16,21
|
| | | | 2,512 | | | | | | 2,512 | | |
Trade and other receivables
|
| |
19
|
| | | | 41,125 | | | | | | 45,372 | | |
Loans receivable
|
| |
17
|
| | | | 478 | | | | | | 517 | | |
Other investments
|
| |
23
|
| | | | 69,308 | | | | | | 50,365 | | |
Prepaid tax
|
| |
13
|
| | | | 3,305 | | | | | | 3,326 | | |
Cash
|
| |
24
|
| | | | 68,581 | | | | | | 86,774 | | |
Total current assets
|
| | | | | | | 185,309 | | | | | | 188,866 | | |
Total assets
|
| | | | | | | 302,156 | | | | | | 322,044 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | | | | |
Share capital
|
| |
25
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | 24,000 | | | | | | 23,685 | | |
Share-based payments reserve
|
| | | | | | | 144,608 | | | | | | 144,240 | | |
Translation reserve
|
| | | | | | | 4,474 | | | | | | 3,493 | | |
Accumulated deficit
|
| | | | | | | (308,851) | | | | | | (320,194) | | |
Equity attributable to equity holders of the Company
|
| | | | | | | (135,769) | | | | | | (148,776) | | |
Non-controlling interest
|
| | | | | | | — | | | | | | — | | |
Total equity
|
| | | | | | | (135,769) | | | | | | (148,776) | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Lease liabilities – non-current
|
| |
18
|
| | | | 110 | | | | | | 444 | | |
Long-term deferred revenue
|
| |
26
|
| | | | 100,549 | | | | | | 96,887 | | |
Share warrant obligations
|
| |
22
|
| | | | 2,430 | | | | | | 13,035 | | |
Put option liabilities – non-current
|
| |
3,16
|
| | | | 6,685 | | | | | | 27,475 | | |
Other non-current liabilities
|
| |
16
|
| | | | 70 | | | | | | 577 | | |
Total non-current liabilities
|
| | | | | | | 109,844 | | | | | | 138,418 | | |
Current liabilities | | | | | | | | | | | | | | | | |
Lease liabilities – current
|
| |
18
|
| | | | 771 | | | | | | 743 | | |
Trade and other payables
|
| |
20
|
| | | | 28,253 | | | | | | 30,521 | | |
Provisions for non-income tax risks
|
| |
3,21
|
| | | | 1,336 | | | | | | 1,336 | | |
Put option liabilities – current
|
| |
3,16
|
| | | | 21,560 | | | | | | — | | |
Tax liability
|
| |
3,13
|
| | | | 4,637 | | | | | | 4,250 | | |
Deferred revenue
|
| |
26
|
| | | | 271,524 | | | | | | 295,552 | | |
Total current liabilities
|
| | | | | | | 328,081 | | | | | | 332,402 | | |
Total liabilities
|
| | | | | | | 437,925 | | | | | | 470,820 | | |
Total liabilities and shareholders’ equity
|
| | | | | | | 302,156 | | | | | | 322,044 | | |
| | |
Note
|
| |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Revenue
|
| |
7
|
| | |
|
234,139
|
| | | |
|
252,780
|
| |
Costs and expenses, excluding depreciation and amortization | | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | |
Platform commissions
|
| | | | | | | (56,428) | | | | | | (68,839) | | |
Game operation cost
|
| |
9
|
| | | | (26,785) | | | | | | (20,540) | | |
Other operating income
|
| | | | | | | 1,539 | | | | | | 376 | | |
Selling and marketing expenses
|
| |
10
|
| | | | (129,135) | | | | | | (91,289) | | |
General and administrative expenses
|
| |
11
|
| | | | (14,796) | | | | | | (14,808) | | |
Impairment loss on trade receivables and loans receivable
|
| |
9,10
|
| | | | (4,296) | | | | | | (3,919) | | |
Total costs and expenses, excluding depreciation and
amortization |
| | | | | | | (229,901) | | | | | | (199,019) | | |
Depreciation and amortization
|
| |
14,15,18
|
| | | | (2,903) | | | | | | (3,617) | | |
Profit from operations
|
| | | | | | | 1,335 | | | | | | 50,144 | | |
Finance income
|
| |
12
|
| | | | 3,042 | | | | | | 335 | | |
Finance expenses
|
| | | | | | | (1,992) | | | | | | (1,279) | | |
Change in fair value of share warrant obligation and other financial instruments
|
| |
22,29
|
| | | | 10,547 | | | | | | 7,268 | | |
Share of loss of equity-accounted associates
|
| |
16
|
| | | | (515) | | | | | | (1,640) | | |
Profit before income tax
|
| | | | | | | 12,417 | | | | | | 54,828 | | |
Income tax expense
|
| |
13
|
| | | | (1,074) | | | | | | (2,090) | | |
Profit for the period, net of tax
|
| | | | | | | 11,343 | | | | | | 52,738 | | |
Attributable to equity holders of the Company
|
| | | | | | | 11,343 | | | | | | 53,063 | | |
Attributable to non-controlling interest
|
| | | | | | | — | | | | | | (325) | | |
Other comprehensive income | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or
loss |
| | | | | | | 1,007 | | | | | | 3,177 | | |
Foreign currency translation difference
|
| | | | | | | 981 | | | | | | 3,177 | | |
Other
|
| | | | | | | 26 | | | | | | — | | |
Total comprehensive income for the period, net of tax
|
| | | | | | | 12,350 | | | | | | 55,915 | | |
Attributable to equity holders of the Company
|
| | | | | | | 12,350 | | | | | | 56,240 | | |
Attributable to non-controlling interest
|
| | | | | | | — | | | | | | (325) | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic and diluted earnings per share, US$
|
| |
6
|
| | | | 0.06 | | | | | | 0.27 | | |
| | |
Note
|
| |
Number of
shares outstanding |
| |
Share
capital |
| |
Additional
paid-in capital |
| |
Share-based
payments reserve |
| |
Translation
reserve |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the Company |
| |
Non-
controlling interest |
| |
Total
|
| |||||||||||||||||||||||||||
Balance at January 1, 2022
|
| | | | | | | 196,523,101 | | | | | | — | | | | | | 25,880 | | | | | | 140,489 | | | | | | 36 | | | | | | (327,497) | | | | | | (161,092) | | | | | | 44 | | | | | | (161,048) | | |
Profit for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,063 | | | | | | 53,063 | | | | | | (325) | | | | |
|
52,738
|
| |
Other comprehensive income
|
| |
25
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,177 | | | | | | — | | | | | | 3,177 | | | | | | — | | | | |
|
3,177
|
| |
Total comprehensive income for the
period |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,177 | | | | | | 53,063 | | | | | | 56,240 | | | | | | (325) | | | | | | 55,915 | | |
Issue of ordinary shares related to business combination
|
| |
15
|
| | | | — | | | | | | — | | | | | | (2,094) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,094) | | | | |
|
—
|
| | | |
|
(2,094)
|
| |
Share-based payments
|
| |
30
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,029 | | | | | | — | | | | | | — | | | | | | 2,029 | | | | | | — | | | | |
|
2,029
|
| |
Total transactions with shareholders
|
| | | | | | | — | | | | | | — | | | | | | (2,094) | | | | | | 2,029 | | | | | | — | | | | | | — | | | | | | (65) | | | | | | — | | | | | | (65) | | |
Balance at June 30, 2022
|
| | | | | | | 196,523,101 | | | | | | — | | | | | | 23,786 | | | | | | 142,518 | | | | | | 3,213 | | | | | | (274,434) | | | | | | (104,917) | | | | | | (281) | | | | | | (105,198) | | |
| | |
Note
|
| |
Number of
shares outstanding |
| |
Share
capital |
| |
Additional
paid-in capital |
| |
Share-
based payments reserve |
| |
Translation
reserve |
| |
Accumulated
deficit |
| |
Equity
attributable to equity holders of the Company |
| |
Non-
controlling interest |
| |
Total
|
| |||||||||||||||||||||||||||
Balance at January 1, 2023
|
| | | | | | | 197,092,402 | | | | | | — | | | | | | 23,685 | | | | | | 144,240 | | | | | | 3,493 | | | | | | (320,194) | | | | | | (148,776) | | | | | | — | | | | | | (148,776) | | |
Profit for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,343 | | | | | | 11,343 | | | | | | — | | | | |
|
11,343
|
| |
Other comprehensive income
|
| |
25
|
| | | | — | | | | | | — | | | | | | 26 | | | | | | — | | | | | | 981 | | | | | | — | | | | | | 1,007 | | | | | | — | | | | |
|
1,007
|
| |
Total comprehensive loss for the period
|
| | | | | | | — | | | | | | — | | | | | | 26 | | | | | | — | | | | | | 981 | | | | | | 11,343 | | | | | | 12,350 | | | | | | — | | | | | | 12,350 | | |
Share-based payments and exercise of options
|
| |
30
|
| | | | 222,198 | | | | | | — | | | | | | 289 | | | | | | 368 | | | | | | — | | | | | | — | | | | | | 657 | | | | | | — | | | | |
|
657
|
| |
Total transactions with shareholders
|
| | | | | | | 222,198 | | | | | | — | | | | | | 289 | | | | | | 368 | | | | | | — | | | | | | — | | | | | | 657 | | | | | | — | | | | | | 657 | | |
Balance at June 30, 2023
|
| | | | | | | 197,314,600 | | | | | | — | | | | | | 24,000 | | | | | | 144,608 | | | | | | 4,474 | | | | | | (308,851) | | | | | | (135,769) | | | | | | — | | | | | | (135,769) | | |
| | |
Note
|
| |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Operating activities | | | | | | | | | | | | | | | | |
Profit for the period, net of tax
|
| | | | | | | 11,343 | | | | | | 52,738 | | |
Adjustments for: | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| |
14,15,18
|
| | | | 2,903 | | | | | | 3,617 | | |
Share-based payments expense
|
| |
30
|
| | | | 1,044 | | | | | | 2,029 | | |
Income from share option forfeiture
|
| |
3,16
|
| | | | (159) | | | | | | — | | |
Share of loss of equity-accounted associates
|
| |
16
|
| | | | 515 | | | | | | 1,640 | | |
Expected credit losses
|
| |
17,19,29
|
| | | | 4,296 | | | | | | 3,919 | | |
Property and equipment write-off
|
| | | | | | | — | | | | | | 313 | | |
Impairment of intangible assets
|
| | | | | | | — | | | | | | 241 | | |
Change in fair value of share warrant obligations and other financial instruments
|
| |
22,29
|
| | | | (10,547) | | | | | | (7,268) | | |
Change in fair value of other investments
|
| | | | | | | (564) | | | | | | — | | |
Unwinding of discount on the put option liability
|
| |
12
|
| | | | 204 | | | | | | 101 | | |
Receivables write-off
|
| |
19
|
| | | | 50 | | | | | | — | | |
Interest income
|
| |
12
|
| | | | (2,009) | | | | | | (335) | | |
Interest expense
|
| |
12
|
| | | | 22 | | | | | | 77 | | |
Dividend income
|
| | | | | | | (469) | | | | | | — | | |
Foreign exchange loss/(gain)
|
| |
12
|
| | | | 1,595 | | | | | | 779 | | |
Income tax expense
|
| |
13
|
| | | | 1,074 | | | | | | 2,092 | | |
| | | | | | | | 9,298 | | | | | | 59,943 | | |
Changes in working capital: | | | | | | | | | | | | | | | | |
Decrease in deferred platform commissions
|
| |
26
|
| | | | 11,485 | | | | | | 11,093 | | |
Decrease in deferred revenue
|
| |
26
|
| | | | (20,366) | | | | | | (13,374) | | |
Increase/(decrease) in trade and other receivables
|
| |
19
|
| | | | 2,393 | | | | | | (2,128) | | |
Decrease in trade and other payables
|
| |
20
|
| | | | (2,631) | | | | | | (15,768) | | |
| | | | | | | | (9,119) | | | | | | (20,177) | | |
Income tax paid
|
| | | | | | | (265) | | | | | | (202) | | |
Net cash flows (used in)/generated from operating activities
|
| | | | | | | (86) | | | | | | 39,564 | | |
Investing activities | | | | | | | | | | | | | | | | |
Acquisition of intangible assets
|
| |
15
|
| | | | (20) | | | | | | (107) | | |
Acquisition of property and equipment
|
| |
14
|
| | | | (211) | | | | | | (516) | | |
Acquisition of right of use
|
| | | | | | | (169) | | | | | | — | | |
Acquisition of subsidiary net of cash acquired
|
| |
3
|
| | | | — | | | | | | (50,022) | | |
Investments in equity accounted associates
|
| |
16
|
| | | | (515) | | | | | | (15,000) | | |
Loans granted
|
| |
17
|
| | | | (447) | | | | | | (17,786) | | |
Proceeds from repayment of loans
|
| |
17
|
| | | | 470 | | | | | | 125 | | |
Acquisition of other investments
|
| |
23
|
| | | | (53,640) | | | | | | — | | |
Proceeds from redemption of investments
|
| | | | | | | 35,546 | | | | | | — | | |
Interest received
|
| | | | | | | 169 | | | | | | — | | |
Dividends received
|
| | | | | | | 469 | | | | | | — | | |
Net cash flows used in investing activities
|
| | | | | | | (18,348) | | | | | | (83,306) | | |
Financing activities | | | | | | | | | | | | | | | | |
Payments of lease liabilities
|
| |
18
|
| | | | (765) | | | | | | (1,438) | | |
Proceeds from borrowings
|
| | | | | | | — | | | | | | 165 | | |
Interest on lease
|
| |
18
|
| | | | (22) | | | | | | (77) | | |
Net cash flows used in financing activities
|
| | | | | | | (787) | | | | | | (1,350) | | |
Net (decrease)/increase in cash for the period
|
| | | | | | | (19,221) | | | | | | (45,092) | | |
Cash at the beginning of the period
|
| | | | | | | 86,774 | | | | | | 142,802 | | |
Effect of changes in exchange rates on cash held
|
| | | | | | | 1,028 | | | | | | 1,367 | | |
Cash at the end of the period
|
| | | | | | | 68,581 | | | | | | 99,077 | | |
Reportable segments
|
| |
Operations
|
|
Nexters Global Ltd | | | Game development and publishing | |
MX Capital Ltd | | | Game development and publishing | |
Six months ended June 30, 2023
|
| |
Nexters
Global Ltd |
| |
MX
Capital Ltd |
| |
All other
segments |
| |
Total
|
| ||||||||||||
Segment revenue
|
| | |
|
225,463
|
| | | | | — | | | | |
|
8,676
|
| | | |
|
234,139
|
| |
Segment management EBITDA
|
| | | | 12,381 | | | | | | — | | | | | | (15,311) | | | | | | (2,930) | | |
Six months ended June 30, 2022
|
| |
Nexters
Global Ltd |
| |
MX
Capital Ltd |
| |
All other
segments |
| |
Total
|
| ||||||||||||
Segment revenue
|
| | |
|
249,313
|
| | | | | — | | | | |
|
3,467
|
| | | |
|
252,780
|
| |
Segment management EBITDA
|
| | | | 65,848 | | | | | | (3,137) | | | | | | (9,958) | | | | | | 52,753 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Profit/(loss) before income tax | | | | | | | | | | | | | |
Management EBITDA for reportable segments
|
| | | | 12,381 | | | | | | 62,711 | | |
Management EBITDA for other segments
|
| | | | (15,311) | | | | | | (9,958) | | |
Net effect from recognition of deferred net revenues
|
| | | | 8,881 | | | | | | 2,281 | | |
Depreciation and amortization
|
| | | | (2,903) | | | | | | (3,617) | | |
Finance income
|
| | | | 3,042 | | | | | | 335 | | |
Finance expenses
|
| | | | (1,992) | | | | | | (1,279) | | |
Share-based payments expense
|
| | | | 1,044 | | | | | | 2,029 | | |
Impairment loss on trade receivables and loans receivable
|
| | | | (4,296) | | | | | | (3,919) | | |
Change in fair value of share warrant obligation and other financial instruments
|
| | | | 10,547 | | | | | | 7,268 | | |
Impairment loss on Intangible assets
|
| | | | — | | | | | | 241 | | |
Share of loss of equity-accounted associates
|
| | | | (515) | | | | | | (1,640) | | |
Other operating income
|
| | | | 1,539 | | | | | | 376 | | |
Consolidatied profit/(loss) before income tax
|
| | | | 12,417 | | | | | | 54,828 | | |
| | |
Cyprus
|
| |
Armenia
|
| |
Kazakhstan
|
| |
Spain
|
| |
Total
|
| |||||||||||||||
Property and equipment
|
| | | | 705 | | | | | | 94 | | | | | | 63 | | | | | | 1 | | | | | | 863 | | |
Right-of-use assets
|
| | | | 1,126 | | | | | | 363 | | | | | | — | | | | | | — | | | | | | 1,489 | | |
Intangible assets
|
| | | | 10,732 | | | | | | 25 | | | | | | 6 | | | | | | — | | | | | | 10,763 | | |
Goodwill
|
| | | | 1,836 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,836 | | |
Long-term deferred platform commission fees
|
| | | | 83,197 | | | | | | — | | | | | | — | | | | | | — | | | | | | 83,197 | | |
| | | | | 97,596 | | | | | | 482 | | | | | | 69 | | | | | | 1 | | | | | | 98,148 | | |
| | |
Cyprus
|
| |
Armenia
|
| |
Kazakhstan
|
| |
Spain
|
| |
Total
|
| |||||||||||||||
Property and equipment
|
| | | | 672 | | | | | | 67 | | | | | | 46 | | | | | | 1 | | | | | | 786 | | |
Right-of-use assets
|
| | | | 1,298 | | | | | | 164 | | | | | | — | | | | | | — | | | | | | 1,462 | | |
Intangible assets
|
| | | | 12,959 | | | | | | 17 | | | | | | 1 | | | | | | — | | | | | | 12,977 | | |
Goodwill
|
| | | | 1,836 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,836 | | |
Long-term deferred platform commission fees
|
| | | | 94,682 | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,682 | | |
Loans receivable – non-current
|
| | | | 3,317 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,317 | | |
| | | | | 114,764 | | | | | | 248 | | | | | | 47 | | | | | | 1 | | | | | | 115,060 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Profit for the year net of tax attributable to ordinary equity holders of the parent for basic earnings
|
| | | | 11,343 | | | | | | 53,063 | | |
Weighted average number of ordinary shares for basic and diluted earnings per share
|
| | | | 197,314,600 | | | | | | 197,971,371 | | |
Earnings per share: | | | | | | | | | | | | | |
Earnings attributable to ordinary equity holders of the parent, US$
|
| | | | 0.06 | | | | | | 0.27 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
In-game purchases
|
| | | | 218,339 | | | | | | 241,958 | | |
Advertising
|
| | | | 15,800 | | | | | | 10,822 | | |
Total | | | | | 234,139 | | | | | | 252,780 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
US
|
| | | | 84,436 | | | | | | 81,385 | | |
Europe
|
| | | | 55,729 | | | | | | 53,485 | | |
Asia
|
| | | | 57,421 | | | | | | 68,367 | | |
Other
|
| | | | 36,553 | | | | | | 49,543 | | |
Total | | | | | 234,139 | | | | | | 252,780 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Employee benefits expenses
|
| | | | (21,152) | | | | | | (17,078) | | |
Technical support services
|
| | | | (5,633) | | | | | | (3,462) | | |
| | | | | (26,785) | | | | | | (20,540) | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Advertising costs
|
| | | | (125,289) | | | | | | (88,289) | | |
Employee benefits expenses
|
| | | | (3,846) | | | | | | (3,000) | | |
| | | | | (129,135) | | | | | | (91,289) | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Employee benefits expenses
|
| | | | (8,776) | | | | | | (9,375) | | |
Professional fees
|
| | | | (2,789) | | | | | | (2,159) | | |
Liability insurance cost
|
| | | | (810) | | | | | | (734) | | |
Other operating expenses
|
| | | | (2,421) | | | | | | (2,540) | | |
| | | | | (14,796) | | | | | | (14,808) | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Interest income under the effective interest method on: | | | | | | | | | | | | | |
— Debt securities – at amortised cost
|
| | | | 982 | | | | | | — | | |
— Debt securities – at FVOCI
|
| | | | 34 | | | | | | — | | |
— Loans receivable
|
| | | | 993 | | | | | | 335 | | |
Total interest income arising from financial assets
|
| | | | 2,009 | | | | | | 335 | | |
Dividend income: | | | | | | | | | | | | | |
— Equity securities at FVTPL
|
| | | | 469 | | | | | | — | | |
Financial assets at FVTPL – net change in fair value: | | | | | | | | | | | | | |
— Mandatorily measured at FVTPL – held for trading
|
| | | | 564 | | | | | | — | | |
Net foreign exchange gain
|
| | | | — | | | | | | — | | |
Finance income – other
|
| | | | 1,033 | | | | | | — | | |
Interest expense
|
| | | | (22) | | | | | | (77) | | |
Bank charges
|
| | | | (171) | | | | | | (322) | | |
Unwinding of discount on the put option liability
|
| | | | (204) | | | | | | (101) | | |
Net foreign exchange loss
|
| | | | (1,595) | | | | | | (779) | | |
Finance expenses – other
|
| | | | (1,992) | | | | | | (1,279) | | |
Net finance income/(expense)
|
| | | | 1,050 | | | | | | (944) | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Profit/(loss) before income tax
|
| | | | 12,417 | | | | | | 54,828 | | |
Tax calculated at the applicable tax rate
|
| | | | (1,552) | | | | | | (6,689) | | |
Effect of different tax rates in other countries
|
| | | | (755) | | | | | | (25) | | |
Tax effect of expenses not deductible for tax purposes and non-taxable income
|
| | | | 293 | | | | | | (630) | | |
Tax effect of deductions under special tax regimes
|
| | | | 1,752 | | | | | | 5,620 | | |
Tax effect of tax losses brought forward
|
| | | | 36 | | | | | | 812 | | |
Tax effect of not recognised deferred tax asset regarding the loss carryforward
|
| | | | (321) | | | | | | (760) | | |
Overseas tax in excess of credit claim used during the period
|
| | | | (491) | | | | | | (418) | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Income tax related to prior periods
|
| | | | (36) | | | | | | — | | |
Income tax expense
|
| | | | (1,074) | | | | | | (2,090) | | |
|
| Consideration transferred | | | | | | | |
|
Cash
|
| | | | 55,667 | | |
|
Share consideration
|
| | | | 3,158 | | |
|
Deferred share consideration
|
| | | | 8,237 | | |
|
Total fair value of consideration
|
| | | | 67,062 | | |
| | |
Fair value recognized
on acquisition, January 31, 2022, Lightmap Ltd |
| |||
Assets | | | | | | | |
Property and equipment
|
| | | | 68 | | |
Intangible assets (Note 4)
|
| | | | 17,664 | | |
Right-of-use assets
|
| | | | 230 | | |
Indemnification asset
|
| | | | 3,159 | | |
Trade and other receivables
|
| | | | 2,668 | | |
Cash and cash equivalents
|
| | | | 1,555 | | |
Prepaid tax
|
| | | | 260 | | |
| | | | | 25,604 | | |
Liabilities | | | | | | | |
Lease liabilities
|
| | | | (230) | | |
Trade and other payables
|
| | | | (2,160) | | |
Provisions for non-income tax risks (Note 21)
|
| | | | (1,381) | | |
Tax liability (Note 21)
|
| | | | (1,721) | | |
| | | | | (5,492) | | |
Total identifiable net assets at fair value
|
| | | | 20,112 | | |
Goodwill arising on acquisition
|
| | | | 46,950 | | |
NCI
|
| | | | — | | |
Purchase consideration transferred
|
| | | | 67,062 | | |
| Cost | | | | | | | |
|
Balance at January 1, 2022
|
| | | | 1,501 | | |
|
Acquisition through business combination
|
| | | | 46,950 | | |
|
Goodwill impairment
|
| | | | (46,947) | | |
|
Translation reserve
|
| | | | 332 | | |
|
Balance at December 31, 2022
|
| | | | 1,836 | | |
|
Change
|
| | |
|
—
|
| |
|
Balance at June 30, 2023
|
| | | | 1,836 | | |
| | |
MX Capital Ltd
|
| |
Castcrown Ltd
|
| ||||||
Investment in associates at acquisition
|
| | | | 15,000 | | | | | | 2,970 | | |
Indemnification asset
|
| | | | (119) | | | | | | (105) | | |
Legal expenses capitalized
|
| | | | 148 | | | | | | — | | |
Contingent consideration – sellers earn-outs
|
| | | | 2,297 | | | | | | — | | |
Contingent consideration – founders earn-outs
|
| | | | 258 | | | | | | — | | |
Liability arising from symmetric put option
|
| | | | 9,810 | | | | | | — | | |
Asset arising from symmetric call option
|
| | | | (2,623) | | | | | | — | | |
Derivative asset arising from call option
|
| | | | — | | | | | | (1,799) | | |
Initial cost at acquisition
|
| | | | 24,771 | | | | | | 1,066 | | |
Share of loss of equity-accounted associates
|
| | | | (8,994) | | | | | | (1,066) | | |
Share of OCI of equity-accounted associates
|
| | | | 104 | | | | | | — | | |
Carrying amount of investment at December 31, 2022 before impairment
|
| | | | 15,881 | | | | | | — | | |
Investment impairment
|
| | | | (15,881) | | | | | | — | | |
Carrying amount of investment as at December 31, 2022
|
| | | | — | | | | | | — | | |
| | |
MX Capital Ltd
|
| |
Castcrown Ltd
|
| ||||||
Carrying amount of investment as at December 31, 2022
|
| | | | — | | | | | | — | | |
Additional investment in associate
|
| | | | — | | | | | | 515 | | |
Share of loss of equity-accounted associates
|
| | | | — | | | | | | (515) | | |
Carrying amount of investment at June 30, 2023 before
impairment |
| | | | — | | | | | | — | | |
Investment impairment
|
| | | | — | | | | | | — | | |
Carrying amount of investment as at June 30, 2023
|
| | | | — | | | | | | — | | |
| | |
Right-of-use
assets |
| |
Lease
liabilities |
| ||||||
Balance at January 1, 2023
|
| | | | 1,462 | | | | | | 1,187 | | |
Additions
|
| | | | 582 | | | | | | 413 | | |
Acquisitions through business combinations
|
| | | | — | | | | | | — | | |
Loss on modification
|
| | | | — | | | | | | — | | |
Depreciation
|
| | | | (536) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | 22 | | |
Payments
|
| | | | — | | | | | | (787) | | |
Derecognition of right-of-use assets/lease liabilities due to sale
|
| | | | — | | | | | | — | | |
Effect of foreign exchange rates
|
| | | | (19) | | | | | | 46 | | |
Balance at June 30, 2023
|
| | | | 1,489 | | | | | | 881 | | |
Lease liabilities – current
|
| | | | | | | | | | 771 | | |
Lease liabilities – non-current
|
| | | | | | | | | | 110 | | |
| | |
Right-of-use
assets |
| |
Lease
liabilities |
| ||||||
Balance at January 1, 2022
|
| | | | 2,050 | | | | | | 1,934 | | |
Additions
|
| | | | 1,318 | | | | | | 1,318 | | |
Acquisitions through business combinations
|
| | | | 62 | | | | | | 62 | | |
Loss on modification
|
| | | | — | | | | | | — | | |
Depreciation
|
| | | | (1,262) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | 77 | | |
Payments
|
| | | | — | | | | | | (1,515) | | |
Effect of foreign exchange rates
|
| | | | 113 | | | | | | 92 | | |
Balance at June 30, 2022
|
| | | | 2,281 | | | | | | 1,968 | | |
Lease liabilities – current
|
| | | | | | | | | | 1,551 | | |
Lease liabilities – non-current
|
| | | | | | | | | | 417 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Expense relating to low-value leases
|
| | | | 252 | | | | | | 28 | | |
Interest expense on lease liabilities
|
| | | | 22 | | | | | | 77 | | |
| | | | | 274 | | | | | | 105 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Cash outflow for leases
|
| | | | 765 | | | | | | 1,438 | | |
Cash outflow for low-value leases
|
| | | | 252 | | | | | | 28 | | |
Total cash outflow for leases
|
| | | | 1,017 | | | | | | 1,466 | | |
| | |
June 30, 2023
|
| |
December 31, 2022
|
| ||||||
Trade receivables
|
| | | | 37,001 | | | | | | 41,874 | | |
Deposits and prepayments
|
| | | | 2,038 | | | | | | 2,987 | | |
VAT refundable
|
| | | | 2,068 | | | | | | 460 | | |
Other receivables
|
| | | | 18 | | | | | | 51 | | |
Total | | | | | 41,125 | | | | | | 45,372 | | |
| | |
June 30, 2023
|
| |
December 31, 2022
|
| ||||||
Trade payables
|
| | | | 14,961 | | | | | | 22,295 | | |
Accrued salaries, bonuses, vacation pay and related taxes
|
| | | | 6,985 | | | | | | 2,969 | | |
Provision for indirect taxes
|
| | | | 2,077 | | | | | | 2,067 | | |
Accrued professional services
|
| | | | 1,319 | | | | | | 1,526 | | |
VAT payable
|
| | | | 1,300 | | | | | | — | | |
Indirect taxes payables
|
| | | | 679 | | | | | | 1,174 | | |
Other payables and advances received
|
| | | | 932 | | | | | | 490 | | |
Total | | | | | 28,253 | | | | | | 30,521 | | |
| | |
June 30, 2023
|
| |
December 31, 2022
|
| ||||||
Risk free rate
|
| |
n/a
|
| |
forward USD overnight index swap
(OIS) rates (curve 42) |
| ||||||
Volatility
|
| |
n/a
|
| |
forward implied volatility rates based
on volatilities of publicly traded peers |
| ||||||
Starting share price1
|
| | | | n/a | | | | | | 4.63 | | |
Expected warrant life (years)
|
| | | | n/a | | | | | | 3.7 | | |
| | |
Public
Warrants |
| |
Private
Warrants |
| |
Total
|
| |||||||||
Balance at January 1, 2022
|
| | | | 10,372 | | | | | | 11,657 | | | | | | 22,029 | | |
Fair value adjustment
|
| | | | (598) | | | | | | (4,166) | | | | | | (4,764) | | |
Balance at June 30, 2022
|
| | | | 9,774 | | | | | | 7,491 | | | | | | 17,265 | | |
| | |
Public
Warrants |
| |
Private
Warrants |
| |
Total
|
| |||||||||
Balance at January 1, 2023
|
| | | | 7,575 | | | | | | 5,460 | | | | | | 13,035 | | |
Fair value adjustment
|
| | | | (5,955) | | | | | | (4,650) | | | | | | (10,605) | | |
Balance at June 30, 2023
|
| | | | 1,620 | | | | | | 810 | | | | | | 2,430 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Other investments – current | | | | | | | | | | | | | |
1 – 3 Month T-Bill ETF (BIL) – at fair value through profit or loss
|
| | | | 14,875 | | | | | | 14,818 | | |
1.5% US treasury notes – at amortised cost
|
| | | | — | | | | | | 35,547 | | |
0% US treasury bills – at amortised cost
|
| | | | 24,714 | | | | | | — | | |
0.875% US treasury bills – at amortised cost
|
| | | | 14,736 | | | | | | — | | |
0.125% US treasury bills – at amortised cost
|
| | | | 14,983 | | | | | | — | | |
| | | | | 69,308 | | | | | | 50,365 | | |
Other investments – non-current | | | | | | | | | | | | | |
1.7% federal bonds German Government – at fair value through other comprehensive income
|
| | | | 3,092 | | | | | | 2,969 | | |
iShares 20+ Year Treasury Bond ETF (TLT) – at fair value through profit or loss
|
| | | | 15,441 | | | | | | 14,934 | | |
| | | | | 18,533 | | | | | | 17,903 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Current accounts
|
| | | | 68,566 | | | | | | 86,759 | | |
Bank deposits
|
| | | | 15 | | | | | | 15 | | |
Cash | | | | | 68,581 | | | | | | 86,774 | | |
Currency
|
| |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
United States Dollars
|
| | | | 48,518 | | | | | | 68,517 | | |
Euro
|
| | | | 19,749 | | | | | | 17,057 | | |
Russian Ruble
|
| | | | 92 | | | | | | 1,078 | | |
Armenian Dram
|
| | | | 61 | | | | | | 26 | | |
Kazakhstani tenge
|
| | | | 161 | | | | | | 96 | | |
Total | | | | | 68,581 | | | | | | 86,774 | | |
| | |
2022
Number of shares |
| |
2022
US$ |
| ||||||
Ordinary shares of $0 each
|
| | | | 197,092,402 | | | | | | — | | |
| | | | | 197,092,402 | | | | | | — | | |
Issued and fully paid | | | | | | | | | | | | | |
Balance at January 1, 2022
|
| | | | 196,523,101 | | | | | | — | | |
Balance at December 31, 2022
|
| | | | 197,092,402 | | | | | | — | | |
| | |
2023
Number of shares |
| |
2023
US$ |
| ||||||
Ordinary shares of $0 each
|
| | | | 197,314,600 | | | | | | — | | |
| | | | | 197,314,600 | | | | | | — | | |
Issued and fully paid | | | | | | | | | | | | | |
Balance at January 1, 2023
|
| | | | 197,092,402 | | | | | | — | | |
Balance at June 30, 2023
|
| | | | 197,314,600 | | | | | | — | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Directors’ remuneration
|
| | | | 405 | | | | | | 560 | | |
— short-term employee benefits
|
| | | | 405 | | | | | | 425 | | |
— share-based payments
|
| | | | — | | | | | | 135 | | |
Other members of key management’s remuneration
|
| | | | 841 | | | | | | 1,802 | | |
— short-term employee benefits
|
| | | | 645 | | | | | | 874 | | |
— share-based payments
|
| | | | 196 | | | | | | 928 | | |
Total | | | | | 1,246 | | | | | | 2,362 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Income from technical support services from Lightmap Ltd to Castcrown Ltd
|
| | | | — | | | | | | 119 | | |
| | | | | — | | | | | | 119 | | |
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Castcrown Ltd
|
| | | | 198 | | | | | | 62 | | |
MX Capital Ltd
|
| | | | 795 | | | | | | 271 | | |
| | | | | 993 | | | | | | 333 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Receivable from Castcrown Ltd to Lightmap Ltd
|
| | | | — | | | | | | 123 | | |
Receivable from Castcrown Ltd to Nexters Studio Armenia LLC
|
| | | | — | | | | | | 134 | | |
| | | | | — | | | | | | 257 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Loan to Castcrown Ltd – net
|
| | | | — | | | | | | — | | |
Loan to MX Capital Ltd – net
|
| | | | — | | | | | | 3,317 | | |
| | | | | — | | | | | | 3,317 | | |
Name
|
| |
Ownership Interest
June 30, 2023 % |
| |
Ownership Interest
December 31, 2022 % |
| ||||||
Flow Research S.L.
|
| | | | 100 | | | | | | 100 | | |
NHW Ltd
|
| | | | 100 | | | | | | 100 | | |
Name
|
| |
Ownership Interest
June 30, 2023 % |
| |
Ownership Interest
December 31, 2022 % |
| ||||||
Nexters Global Ltd
|
| | | | 100 | | | | | | 100 | | |
SGBOOST Limited
|
| | | | 100 | | | | | | 100 | | |
Lightmap Ltd
|
| | | | 100 | | | | | | 100 | | |
Nexters Studio Armenia LLC
|
| | | | 100 | | | | | | 100 | | |
Nexters Studio Kazakhstan Ltd
|
| | | | 100 | | | | | | 100 | | |
Nexters Studio Portugal, Unipersonal LDA
|
| | | | 100 | | | | | | — | | |
Nexters Midasian FZ LLC
|
| | | | 100 | | | | | | — | | |
Nexters Finance Ltd
|
| | | | 100 | | | | | | — | | |
Nexters Lithuania UAB
|
| | | | 100 | | | | | | — | | |
Tourish Limited
|
| | | | 100 | | | | | | — | | |
| | | | | 100 | | | | | | — | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Financial assets at amortized cost | | | | | | | | | | | | | |
Trade receivables
|
| | | | 37,001 | | | | | | 41,874 | | |
Cash
|
| | | | 68,581 | | | | | | 86,774 | | |
Loans receivable
|
| | | | 478 | | | | | | 3,834 | | |
Other investments – current
|
| | | | 54,433 | | | | | | 35,547 | | |
Total | | | | | 160,493 | | | | | | 168,029 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Financial assets measured at fair value | | | | | | | | | | | | | |
Other investments – current – fair value through profit or loss
|
| | | | 14,875 | | | | | | 14,818 | | |
Other investments – non-current – fair value through other comprehensive
income |
| | | | 3,092 | | | | | | 2,969 | | |
Other investments – non-current – fair value through profit or loss
|
| | | | 15,441 | | | | | | 14,934 | | |
Total | | | | | 33,408 | | | | | | 32,721 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Financial liabilities not measured at fair value | | | | | | | | | | | | | |
Trade and other payables
|
| | | | 28,253 | | | | | | 30,521 | | |
Total | | | | | 28,253 | | | | | | 30,521 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Financial liabilities measured at fair value | | | | | | | | | | | | | |
Put option liability
|
| | | | 28,245 | | | | | | 27,475 | | |
Share warrant obligations
|
| | | | 2,430 | | | | | | 13,035 | | |
Other non-current liabilities
|
| | | | 70 | | | | | | 577 | | |
Total | | | | | 30,745 | | | | | | 41,087 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
Loans receivables
|
| | | | 478 | | | | | | 3834 | | |
Trade receivables
|
| | | | 37,001 | | | | | | 41,874 | | |
Cash
|
| | | | 68,581 | | | | | | 86,774 | | |
Other investments – current
|
| | | | 69,308 | | | | | | 50,365 | | |
Other investments – non-current
|
| | | | 15,441 | | | | | | 17,903 | | |
June 30, 2023
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3-12 months |
| |
Between
1-5 years |
| |||||||||||||||
Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 881 | | | | | | 894 | | | | | | 61 | | | | | | 722 | | | | | | 111 | | |
Trade and other payables
|
| | | | 28,253 | | | | | | 28,253 | | | | | | 28,253 | | | | | | — | | | | | | — | | |
| | | | | 29,134 | | | | | | 29,147 | | | | | | 28,314 | | | | | | 722 | | | | | | 111 | | |
June 30, 2023
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3-12 months |
| |
Between
1-5 years |
| |||||||||||||||
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share warrant obligation
|
| | | | 2,430 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,430 | | |
Put option liability
|
| | | | 28,245 | | | | | | — | | | | | | — | | | | | | 21,560 | | | | | | 6,685 | | |
| | | | | 30,675 | | | | | | 0 | | | | | | 0 | | | | | | 21,560 | | | | | | 9,115 | | |
December 31, 2022
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 1,187 | | | | | | 1,183 | | | | | | 309 | | | | | | 437 | | | | | | 437 | | |
Trade and other payables
|
| | | | 30,521 | | | | | | 30,521 | | | | | | 30,521 | | | | | | — | | | | | | — | | |
| | | | | 31,708 | | | | | | 31,704 | | | | | | 30,830 | | | | | | 437 | | | | | | 437 | | |
December 31, 2022
|
| |
Carrying
amounts |
| |
Contractual
cash flows |
| |
3 months
or less |
| |
Between
3 – 12 months |
| |
Between
1 – 5 years |
| |||||||||||||||
Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share warrant obligation
|
| | | | 13,035 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,035 | | |
Put option liability
|
| | | | 27,475 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,475 | | |
| | | | | 40,510 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,510 | | |
June 30, 2023
|
| |
Euro
|
| |
Russian
Ruble |
| |
Armenian
Dram |
| |
Kazakhstani
Tenge |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable
|
| | | | 4,309 | | | | | | — | | | | | | 19 | | | | | | — | | |
Trade and other receivables
|
| | | | 10,217 | | | | | | — | | | | | | — | | | | | | — | | |
Cash | | | | | 19,749 | | | | | | 92 | | | | | | 61 | | | | | | 161 | | |
| | | | | 34,275 | | | | | | 92 | | | | | | 80 | | | | | | 161 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (734) | | | | | | — | | | | | | (95) | | | | | | — | | |
Trade and other payables
|
| | | | (7,099) | | | | | | — | | | | | | (2,210) | | | | | | (207) | | |
| | | |
|
(7,833)
|
| | | | | — | | | | |
|
(2,305)
|
| | | |
|
(207)
|
| |
Net exposure
|
| | |
|
26,442
|
| | | |
|
92
|
| | | |
|
(2,225)
|
| | | |
|
(46)
|
| |
December 31, 2022
|
| |
Euro
|
| |
Russian
Ruble |
| |
Armenian
Dram |
| |
Kazakhstani
Tenge |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable
|
| | | | 476 | | | | | | — | | | | | | 39 | | | | | | — | | |
Trade and other receivables
|
| | | | 9,411 | | | | | | — | | | | | | — | | | | | | — | | |
Cash | | | | | 17,057 | | | | | | 1,078 | | | | | | 26 | | | | | | 95 | | |
| | | | | 26,944 | | | | | | 1,078 | | | | | | 65 | | | | | | 95 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (1,053) | | | | | | — | | | | | | (134) | | | | | | — | | |
Trade and other payables
|
| | | | (8,017) | | | | | | — | | | | | | (614) | | | | | | (33) | | |
| | | |
|
(9,070)
|
| | | | | — | | | | |
|
(748)
|
| | | |
|
(33)
|
| |
Net exposure
|
| | | | 17,874 | | | | | | 1,078 | | | | | | (683) | | | | | | 62 | | |
June 30, 2023
|
| |
Strengthening of
US$ by 10% |
| |
Weakening of
US$ by 10% |
| ||||||
Euro
|
| | | | (2,644) | | | | | | 2,644 | | |
Russian Ruble
|
| | | | (9) | | | | | | 9 | | |
Armenian Dram
|
| | | | 223 | | | | | | (223) | | |
Kazakhstani Tenge
|
| | | | 5 | | | | | | (5) | | |
| | | | | (2,425) | | | | | | 2,425 | | |
December 31, 2022
|
| |
Strengthening of
US$ by 10% |
| |
Weakening of
US$ by 10% |
| ||||||
Euro
|
| | | | (1,787) | | | | | | 1,787 | | |
Russian Ruble
|
| | | | (108) | | | | | | 108 | | |
Armenian Dram
|
| | | | 68 | | | | | | (68) | | |
Kazakhstani Tenge
|
| | | | (6) | | | | | | 6 | | |
| | | | | (1,833) | | | | | | 1,833 | | |
| | |
Share warrant
obligation (Note 4) |
| |
Put option
liability (Note 4) |
| |
Other non-current
liabilities |
| |||||||||
Balance at January 1, 2022
|
| | | | 22,029 | | | | | | — | | | | | | — | | |
Purchase
|
| | | | — | | | | | | 14,180 | | | | | | 16,194 | | |
Net change in fair value
|
| | | | (4,764) | | | | | | (294) | | | | | | (7,123) | | |
Balance at June 30, 2022
|
| | | | 17,265 | | | | | | 13,886 | | | | | | 9,071 | | |
| | |
Share warrant
obligation (Note 4) |
| |
Put option
liability (Note 4) |
| |
Other non-current
liabilities |
| |||||||||
Balance at January 1, 2023
|
| | | | 13,035 | | | | | | 27,475 | | | | | | 577 | | |
Net change in fair value
|
| | | | (10,605) | | | | | | 770 | | | | | | (507) | | |
Balance at June 30, 2023
|
| | | | 2,430 | | | | | | 28,245 | | | | | | 70 | | |
| | |
Other non-current
assets |
| |||
Balance at January 1, 2022
|
| | | | 107 | | |
Purchases
|
| | | | 11,067 | | |
Net change in fair value
|
| | | | (5,013) | | |
Balance at June 30, 2022
|
| | | | 6,161 | | |
Type of options
|
| |
Grant Date
|
| |
No. of options
outstanding |
| |
Vesting period
|
| |
Vesting conditions
|
| |||
ESOP options | | |
November 2021,
depending on the employee |
| | | | 2,180,000* | | | |
2021 – 2026
|
| |
Service condition
|
|
LTIP – Modified Class B complex vesting options
|
| |
January 1,
2019 |
| | | | 2,060,150* | | | |
2022 – 2026
|
| |
Service condition,
non-market performance condition |
|
LTIP – Modified complex conditional
upon listing |
| |
November 18,
2020 |
| | | | 20,000* | | | |
2021
|
| |
Service condition,
non-market performance condition |
|
Total share options granted as at
June 30, 2022 |
| | | | | |
|
4,260,150
|
| | |
—
|
| |
—
|
|
| | |
Six months ended
June 30, 2023 |
| |
Six months ended
June 30, 2022 |
| ||||||
Class B complex vesting
|
| | | | 256 | | | | | | 398 | | |
Employee stock option plan
|
| | | | 788 | | | | | | 1,631 | | |
Total recorded expenses
|
| | | | 1,044 | | | | | | 2,029 | | |
therein recognized: | | | | | | | | | | | | | |
within Game operation cost
|
| | | | 30 | | | | | | 64 | | |
within Selling and marketing expenses
|
| | | | 61 | | | | | | 129 | | |
within General and administrative expenses
|
| | | | 953 | | | | | | 1,836 | | |
| | |
Employee
stock option plan |
| |
Class B complex
vesting – related to GDEV Inc. shares |
| |
Complex conditional
upon listing – related to GDEV Inc. shares |
| |||||||||
Outstanding at the end of 2022 (units)
|
| | | | 2,330,000 | | | | | | 4,120,300 | | | | | | 20,000 | | |
Granted during the period (units)
|
| | | | — | | | | | | — | | | | | | — | | |
Modification of options (units)
|
| | | | — | | | | | | — | | | | | | — | | |
Exercised during the period (units)
|
| | | | (50,000) | | | | | | (220,731) | | | | | | — | | |
Forfeited
|
| | | | (100,000) | | | | | | (1,839,419) | | | | | | — | | |
Outstanding at the end of June 2023 (units)
|
| | | | 2,180,000 | | | | | | 2,060,150 | | | | | | 20,000 | | |
Evaluation date (grant date)
|
| |
November 16-30, 2021
|
|
Vesting period
|
| |
60-90 months, depending on the employee
|
|
Share market price, US$
|
| |
From 7.86 to 8.71
|
|
Strike (exercise) price, US$
|
| |
0 or 10 depending on the grant
|
|
Expected volatility
|
| |
36.15 – 37.88%
|
|
Dividend yield
|
| |
0.0%
|
|
Risk-free interest rate
|
| |
1.18 – 1.27%
|
|
Average grant-date FV of one option, US$
|
| |
3.57
|
|
Evaluation date (grant date)
|
| |
January 1, 2019
|
| |||
Equity value, US$ mln
|
| | | | 132 | | |
Expected volatility
|
| | | | 41.00% | | |
Dividend yield
|
| | | | 6.80% | | |
Proxy net income indicator
|
| | | | 0.041201 | | |
Discount for Lack of Marketability*
|
| | | | 8.40% | | |
Total FV for 1,300 complex options**
|
| | | | 7,856.12 | | |
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