11 bit studios

Organization

230 documents

Documents

Half-Year Report of 11 Bit Studios S.A. for the Six Months Ended June 30th 2023

During the first half of 2023, 11 bit studios S.A. entered a transitional phase characterized by heavy capital investment and a temporary decline in financial performance. Revenue fell 45.87% year-over-year to PLN 24.78 million, while net profit dropped 73.4% to PLN 4.01 million. These results reflect the natural aging of the existing product portfolio and a lack of major new releases since 2018. Despite lower earnings, the company maintains a robust financial position with total assets growing to PLN 266.04 million and cash reserves increasing to PLN 38.95 million, bolstered by advance payments from strategic partners like Microsoft. The company is currently executing a massive investment cycle, with intangible assets related to game development rising to PLN 124.7 million. This spending supports a concentrated pipeline of proprietary titles, including Frostpunk 2, The Alters, and Project 8, alongside third-party publishing projects such as The Invincible and The Thaumaturge. Management expects a significant financial recovery beginning in late 2023 and accelerating through 2024 as these titles reach the market. To support this growth, the firm secured a new PLN 20 million credit facility and continues to utilize Poland’s IP Box tax relief, which reduced its effective tax rate to 15.03%. Operations remain highly globalized, with export sales accounting for nearly 92% of revenue and the United States representing 73% of the total market. This international exposure introduces risks related to USD/PLN exchange rate fluctuations and complex cross-border licensing. While the company faces challenges such as intense competition for talent and long production cycles, its strategic focus on a three-team in-house structure and an expanded publishing division is designed to outpace global market growth. The company remains committed to ambitious long-term targets, including a five-year goal of PLN 328 million in profit before tax.

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11 bit studiosAug 2023

Legal

Resolution No. 0: Ordinary General Meeting of 11 bit studios S.A. dated 31 May 2023

These draft resolutions for the Ordinary General Meeting of 11 bit studios S.A., scheduled for May 31, 2023, outline the formal governance and financial approval processes for the company’s 2022 fiscal year. The primary purpose of these resolutions is to ratify the financial performance of the Warsaw-based game developer, allocate annual profits, and grant discharge to the members of the Management and Supervisory Boards for their conduct during the reporting period. Financial data for the period ending December 31, 2022, shows a total balance sheet value of 244,197,441 PLN and a net profit of 22,889,816 PLN. The resolutions propose that the entirety of this net profit be allocated to the company’s supplementary capital rather than distributed as dividends. Additionally, equity increased by 27,206,389 PLN during the year, reaching a total of 224,543,680 PLN, while net cash increased by 3,837,461 PLN. Beyond financial approvals, the resolutions address administrative and structural adjustments. These include setting monthly gross remuneration for the Audit Committee—750 PLN for the Chairman and 500 PLN for members—and establishing a cap on fees for advisors to the Supervisory Board. A significant structural resolution involves the dissolution of a reserve fund previously established to provide loans for employees to acquire company shares. Because all eligible participants in the 2017–2019 Incentive Program exercised their rights by April 2023, the remaining 7,728,608.80 PLN in the fund is slated for transfer back into the company’s supplementary capital. The scope of these documents is limited to the internal corporate governance of 11 bit studios S.A. under the Polish Commercial Companies Code. The methodology follows standard European public company transparency requirements, relying on audited financial statements and reports from the Management Board and Supervisory Board to inform shareholder voting.

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11 bit studiosJun 2023

Legal

Resolution No. 01/05/2023 of the Ordinary General Meeting of 11 bit Studios S.A.

The Ordinary General Meeting of 11 bit studios S.A., held on May 31, 2023, formalizes the company’s financial and operational performance for the 2022 fiscal year. Representing approximately 47% of the total share capital, the assembly approved financial statements reporting a net profit of 22,889,816 PLN and total assets valued at 244,197,441 PLN. A primary outcome of the meeting was the decision to allocate the entirety of the 2022 net profit to the company’s reserve capital, signaling a strategic focus on internal reinvestment and financial stability. Governance and accountability were central to the proceedings, as shareholders granted official discharge to all members of the Management and Supervisory Boards for their performance during the 2022 period. These resolutions passed with near-unanimous support through secret ballots, confirming shareholder confidence in the leadership of President Przemysław Marszał and Chairman Radosław Marter. Furthermore, the assembly reviewed and approved the 2022 Remuneration Report and established specific compensation structures for the Audit Committee, while also setting a cap on the annual pay for Supervisory Board advisors at 50% of the board's total compensation from the previous year. Strategic financial adjustments included the dissolution of a reserve fund previously dedicated to employee share loans. This action resulted in the transfer of 7,728,608.80 PLN in unused funds to the company’s supplementary capital. These resolutions collectively reflect a period of profitable operations and a conservative approach to capital management within the Polish game development sector, ensuring that significant liquidity remains available for future corporate initiatives.

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11 bit studiosMay 2023

Financial

11 bit studios S.A. Financial Results Q1 2023 — Investor Information

11 bit studios recorded nearly PLN 14.8 million in revenue for the first quarter of 2023, yielding an EBITDA of PLN 3.0 million and a net profit exceeding PLN 2.46 million. While these figures represent a year-on-year decline compared to the first quarter of 2022—which was bolstered by a surge in sales of This War of Mine following a high-profile charitable campaign for Ukraine—the results significantly exceeded internal budgetary expectations. Financial performance was supported by the continued monetization of the existing catalog, specifically Frostpunk and This War of Mine, as well as new revenue streams from the Frostpunk board game and a revaluation of the company's equity stake in Starward Industries. The Warsaw-based developer and publisher is currently in a phase of intensified investment, with game development expenditure rising 28.2% year-on-year to PLN 12.14 million. This capital is being deployed to support a robust pipeline of both third-party and proprietary titles. The publishing division is preparing for the 2023 releases of The Invincible and The Thaumaturge, both of which have seen increased visibility on Steam wishlists following recent promotional efforts. These upcoming launches are expected to provide a significant boost to the company's financial results in the latter half of the year. Looking toward long-term growth through 2025, the strategic focus remains on the release of major proprietary projects, including Frostpunk 2, The Alters, and the unannounced Project 8. Management maintains that the company’s strong cash position allows for an undivided focus on these development goals. By balancing the steady income from its established intellectual properties with a heavy investment in upcoming sequels and new titles, the company aims to secure a trajectory of sustained financial growth over the next several years.

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11 bit studiosMay 2023

Legal

11 bit studios S.A. Supervisory Board Resolution on Remuneration Report for 2022

The 2022 fiscal year for 11 bit studios S.A. was characterized by a significant upward adjustment in executive compensation, driven primarily by strong financial performance and the expansion of the Management Board. Total remuneration for the Management Board reached 4.42 million PLN, representing a 101.33% increase over the previous year. This growth was largely fueled by variable compensation components, as annual bonuses are strictly tied to net profit targets. For the three primary board members, individual compensation rose to approximately 1.18–1.19 million PLN each, with performance-based bonuses accounting for roughly half of their total earnings. The company maintains a clear distinction between executive and oversight compensation structures to ensure corporate governance integrity. While Management Board pay is heavily incentivized through profit-sharing and long-term incentive programs, Supervisory Board remuneration remains fixed to preserve independent oversight. In 2022, Supervisory Board pay increased by 125.28% to 338,732 PLN. Long-term incentives are further reinforced through multi-year programs for the periods of 2017–2019 and 2021–2025, which utilize subscription warrants contingent upon the achievement of specific revenue and gross profit milestones. Financial transparency remains a priority, with detailed disclosures regarding transactions with related entities. Payments to Arkona, an entity linked to key management personnel, saw a modest increase to 257,326 PLN. Throughout the reporting period, the company adhered strictly to its established Remuneration Policy without any deviations. These compensation structures are designed to align the interests of leadership with shareholders by linking significant portions of pay to the company’s sustained financial health and the successful execution of its long-term strategic goals.

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11 bit studiosMay 2023

Financial

Annual Report 11 Bit Studios for 2022

In 2022, Warsaw-based 11 bit studios S.A. demonstrated financial resilience and strategic expansion despite a 4.3% contraction in the global gaming market. The company reported revenues of 74.2 million PLN, a 5.8% year-over-year increase driven by strong back-catalog performance and a record 38% revenue share from its publishing division. While net profit decreased by 20.2% to 22.9 million PLN—largely due to rising operating costs, increased payroll, and a significant 3.66 million PLN charitable donation to the Ukrainian Red Cross—the studio outperformed internal budget expectations and maintained a robust equity-to-asset ratio of 92%. The studio’s strategic focus shifted toward a long-term production pipeline, with intangible assets surging 69% to 99.9 million PLN. This growth reflects heavy investment in three major internal titles—*Frostpunk 2*, *The Alters*, and *Project 8*—with a combined production budget of approximately 130 million PLN. Simultaneously, the company expanded its publishing reach by acquiring a 40% stake in Fool’s Theory and a 5.18% stake in Starward Industries, supporting upcoming external releases like *The Invincible* and *The Thaumaturge*. Geographically, the United States remains the primary market, accounting for 77.4% of total sales. Operating under IFRS standards, the company utilized the IP Box tax relief to maintain an effective tax rate of 15.93% and opted to allocate its 2021 profits to supplementary capital rather than dividends to self-finance future growth. To support this scaling, the workforce grew by 30% to 245 employees, managed under a new hybrid work model. While the company currently lacks formal ESG and diversity policies, it maintains high liquidity and a conservative leverage ratio of 8.98%, positioning itself to release one internal and three to four external titles annually.

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11 bit studiosMar 2023

Legal

Rada Nadzorczej 11 Bit Studios S.A.: Sprawozdanie z Działalności i Oceny Prac w Roku 2022

The 2022 fiscal year for 11 bit studios S.A. was characterized by robust financial health and a strategic focus on long-term growth through capital reinvestment. The company achieved a net profit of 22.89 million PLN and maintained a strong balance sheet with total assets valued at 244.2 million PLN. To support upcoming publishing initiatives and the ongoing development of Project 8, the entirety of the annual profit was allocated to reserve capital. This financial strategy was overseen by a five-member independent Supervisory Board and an Audit Committee, which ensured the integrity of internal controls and risk management systems while appointing PwC as the auditor for the 2022–2023 period. Operational success was mirrored by a significant expansion in corporate social responsibility, with charitable and sponsorship expenditures increasing by 667% over the previous year to a total of 4.22 million PLN. Notable humanitarian efforts included the donation of 850,000 USD to the Ukrainian Red Cross, funded by sales of This War of Mine, alongside continued support for animal welfare through specialized downloadable content for Children of Morta. These initiatives underscore a corporate strategy that integrates social impact with commercial performance. The governance framework remained stable throughout the year, with the Supervisory Board conducting ten meetings to monitor strategic investments in external entities and oversee management activities. The board issued an unqualified positive assessment of the company’s financial reporting and internal operations, concluding that the management team fulfilled its duties effectively. This oversight confirms that the company is well-positioned for its 2023 development cycle, maintaining a balance between fiscal discipline, strategic expansion, and ethical engagement within the global gaming industry.

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11 bit studiosMar 2023

Legal

Resolution of the Extraordinary General Meeting of 11 bit studios S.A. on February 9, 2023

The Extraordinary General Meeting of 11 bit studios S.A., held on February 9, 2023, focused on strengthening corporate governance and refining the company’s statutory framework to align with evolving operational needs. Shareholders representing 51.32% of the total share capital participated in the session, approving a series of resolutions aimed at clarifying the roles, responsibilities, and compensation structures of the company’s leadership. These measures primarily targeted the Polish-based developer’s internal regulations, ensuring more robust oversight and administrative clarity for the 2023 fiscal year and beyond. Key statutory amendments refined the classification of business activities and formalized the operational protocols of the Supervisory Board. Notable changes include the mandate for Management Board approval when acquiring stakes in external entities and the authorization for the Supervisory Board to engage external advisors at the company’s expense. Furthermore, the meeting established a standardized method for calculating the terms of office for board members based on full financial years, ensuring greater transparency in leadership transitions. Financial adjustments were also a central component of the proceedings, specifically regarding the remuneration of the Supervisory Board. New monthly gross compensation rates were set at 9,500 PLN for the Chairperson, 8,300 PLN for the Vice-Chairperson, and 6,000 PLN for other members, with these changes applied retroactively to January 1, 2023. While the majority of resolutions passed with unanimous support, certain amendments regarding board protocols saw minor dissent, though all proposals ultimately secured the necessary majority to take effect. These actions collectively enhance the institutional stability of 11 bit studios as it manages its portfolio and external investments.

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11 bit studiosFeb 2023

Legal

Uchwała nr 01/02/2023 Nadzwyczajnego Walnego Zgromadzenia Spółki 11 bit studios S.A.

Proposed resolutions for the Extraordinary General Meeting of Shareholders of 11 bit studios S.A., scheduled for February 9, 2023, outline significant structural and compensation changes for the Warsaw-based game developer. The primary purpose of these resolutions is to modernize the company’s statutes, refine corporate governance procedures, and adjust the remuneration of the Supervisory Board. Key findings include a comprehensive update to the company’s statutes to align with the Polish Commercial Companies Code. Notable amendments include redefining the calculation of terms of office for both the Management Board and Supervisory Board to be measured in full financial years. The resolutions also clarify the Supervisory Board's authority, specifically shifting its role from directly acquiring shares in other entities to granting consent for such acquisitions. Furthermore, the proposals introduce the ability for the Supervisory Board to hire external advisors at the company's expense, provided the total annual cost does not exceed 50% of the board's total remuneration from the previous year. The financial scope of the document focuses on a new monthly gross salary structure for the Supervisory Board, effective retroactively from January 1, 2023. Under the new terms, the Chairperson is to receive 9,500 PLN, the Vice-Chairperson 8,300 PLN, and other members 6,000 PLN. Additionally, the resolutions seek to waive certain standard information obligations under Article 380 of the Commercial Companies Code, replacing them with a requirement for the Management Board to provide aggregated data on the company’s financial, operational, and investment status. These changes take legal effect upon entry into the National Court Register.

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11 bit studiosFeb 2023

Legal

Resolution No. 03/02/2023 of the Extraordinary General Meeting of 11 bit studios S.A.

These resolutions, adopted during the Extraordinary General Meeting of 11 bit studios S.A. on February 9, 2023, formalize several significant amendments to the company’s articles of association. The primary purpose of these changes is to refine the legal and operational framework governing the company’s business activities, the tenure of its leadership, and the specific oversight powers of the Supervisory Board. The scope of these updates covers corporate governance structures and administrative protocols for this Warsaw-based game developer and publisher. Key findings include a technical update to the company’s business classification, shifting the definition of its entertainment and recreational activities to a more specific regulatory code. Significant changes were also made to the calculation of leadership terms; the three-year mandates for both the Supervisory Board and the Management Board are now explicitly calculated in full fiscal years. Furthermore, the Supervisory Board’s authority was clarified regarding the acquisition of shares in other business entities, transitioning from a general involvement to a specific requirement for the Board to grant formal consent for such transactions. The resolutions also introduce new procedural rules for the Supervisory Board, including the formalization of leadership roles for the Chairperson and Vice-Chairperson, specific notice periods for meetings, and the ability to vote on matters not originally included in a meeting’s agenda. A notable addition is the provision allowing the Supervisory Board to hire external advisors for audits or analyses at the company’s expense, provided the total annual cost does not exceed 50% of the Board’s total remuneration from the previous year. Finally, the amendments modify information-sharing obligations between the Management and Supervisory Boards, opting for a customized reporting structure over certain default provisions of the Polish Commercial Companies Code. These changes take immediate effect upon adoption, pending formal entry into the National Court Register.

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11 bit studiosFeb 2023

Legal

Resolution No. 01/12/2022 of the Extraordinary General Meeting of 11 bit studios S.A.

The draft resolutions for the Extraordinary General Meeting of Shareholders of 11 bit studios S.A., scheduled for December 6, 2022, outline significant structural and administrative updates to the company’s governing statutes. The primary objective of these resolutions is to refine the legal framework of the company’s operations, specifically regarding the roles and responsibilities of the Supervisory Board and the Management Board, while ensuring compliance with the Polish Commercial Companies Code. Key findings include a technical update to the company’s business classification, specifically refining its entertainment and recreational activities under the PKD 93.29.B code. More substantial changes focus on corporate governance, such as clarifying that the three-year terms for both the Supervisory and Management Boards are to be calculated in full financial years. The resolutions also transition the Supervisory Board’s role regarding the acquisition of shares in other entities from a direct action to an oversight function, requiring their formal consent for such transactions. The proposed amendments introduce new procedural protocols for the Supervisory Board, including detailed rules for leadership succession during absences, meeting notification methods via digital and physical channels, and the ability to vote on items not originally on the agenda. A significant addition is the provision for the Supervisory Board to hire external advisors at the company’s expense to conduct specific analyses or audits, subject to a spending cap of 50% of the board's total compensation from the previous year. Finally, the resolutions seek to limit certain mandatory information obligations of the Management Board under the Commercial Companies Code, replacing them with a requirement to provide aggregated data on the company’s financial, operational, and personnel status. These changes take legal effect upon registration with the National Court Register.

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11 bit studiosDec 2022

Legal

Resolution No. 01/12/2022 of the Extraordinary General Meeting

These corporate resolutions document the proceedings of the Extraordinary General Meeting of 11 bit studios S.A., held in Warsaw on December 6, 2022. The primary purpose of the meeting was to elect leadership for the assembly, formalize the agenda, and vote on significant structural amendments to the company’s statutes. The meeting involved shareholders representing 994,359 shares, accounting for 41.80% of the total share capital. Participation was facilitated through both physical attendance and electronic communication means in accordance with the Polish Commercial Companies Code and COVID-19 related health regulations. The assembly successfully passed the first two resolutions. Przemysław Piotr Marszał was elected Chairman of the General Meeting by a unanimous secret ballot. Subsequently, the shareholders unanimously approved the six-point agenda, which included opening the meeting, electing the chairman, verifying the legality of the assembly, and addressing proposed changes to the company statutes. The third resolution, which proposed extensive amendments to the company’s statutes, failed to pass. Although it received 739,311 votes in favor (approximately 74.35% of the votes cast), it fell short of the three-quarters majority required by Article 415 § 1 of the Commercial Companies Code. The rejected amendments sought to redefine the company’s business classification, clarify that Supervisory Board and Management Board terms are calculated in full financial years, and grant the Supervisory Board the authority to hire external advisors at the company's expense. The proposal also included provisions to limit certain information obligations of the Management Board toward the Supervisory Board, replacing them with a requirement to provide aggregated data on financial and operational status. Because this resolution was not adopted, the existing statutes remained unchanged.

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11 bit studiosDec 2022