PCF Group

Game Co.

601 documents

Documents

Financial Results Q1 2025

The financial results for the first quarter of 2025 detail the operational and fiscal performance of PCF Group S.A., a global video game developer. The data reflects a period of strategic transition, characterized by rising quarterly revenues alongside shifting profitability margins. Total revenue for the first quarter of 2025 reached 63.0 million PLN, an increase from 56.9 million PLN in the same period of the previous year. Despite this growth, the group reported a net loss of 3.9 million PLN for the quarter, compared to a narrow loss of 0.9 million PLN in the first quarter of 2024. Adjusted EBITDA also saw a decline from 11.0 million PLN to 1.7 million PLN year-over-year. The financial performance was influenced by several key operational factors, including the integration of PCF Chicago into PCF US and the inclusion of new projects such as Project Delta and Project Echo. Conversely, profitability was impacted by lower revenues from Project Gemini and the recognition of costs related to Project Bifrost within the cost of goods sold. The group’s workforce remained stable at 675 employees as of March 31, 2025, with a significant concentration of developers in Warsaw and North American studios. In the virtual reality segment, the subsidiary Incuvo continues to manage Green Hell VR, which saw a successful co-op mode launch in late 2024. The group plans to release Project Bison in the fourth quarter of 2025, which is intended to be the final VR title published by PCF Group. Geographically, the group maintains a strong presence across Europe and North America, with its primary development hubs located in Poland and Canada. The methodology relies on consolidated financial data and internal project tracking as of the end of the first quarter of 2025.

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PCF GroupJun 2025

Legal

Raport bieżący nr 17/2025: Zawiadomienie w sprawie rozwiązania porozumienia akcjonariuszy

The notice serves to inform the market that PCF Group S.A., headquartered in Warsaw, received a formal declaration on 2 June 2025 terminating the shareholders’ agreement originally executed on 26 June 2020. The agreement involved four individual shareholders—Sebastian Wojciechowski, Bartosz Kmit, Krzysztof Dolasi, and Bartosz Biełuszko—and was governed by Article 87(1)(5) of the Polish Public Offering Act of 29 July 2005, which regulates shareholder arrangements for public companies. The termination is grounded in Article 70(1) of the same statute, invoking the procedural provisions that allow a company to disclose such changes to its capital structure and governance arrangements. The communication complies with the mandatory disclosure requirements for listed entities, attaching the termination notice as an annex to the current report. By referencing both Article 69(1) or (2) and Article 87(1)(5), the filing underscores the legal framework that validates the cessation of the agreement and ensures that investors receive timely, transparent information about alterations to shareholder relations that could affect voting rights, control dynamics, or future capital actions. The scope of the filing is confined to the Polish market, covering a single public company and its internal shareholder contract. No statistical analysis, survey data, or broader industry comparison is presented, as the purpose is strictly regulatory disclosure rather than market research.

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PCF GroupJun 2025

Legal

Raport Bieżący Nr 16/2025

The decision to suspend further work on Project Bifrost was taken on 1 June 2025 by the board of PCF Group S.A., headquartered in Warsaw, under the authority of Article 17(1) of the MAR Regulation. The suspension follows an inability to secure a new execution contract for the concurrently running Gemini project, which is being delivered to Square Enix Limited on a work‑for‑hire basis in Europe. A cash‑flow analysis conducted after the contract lapse revealed insufficient organizational resources and financing to sustain Bifrost’s production and publishing, which the group had been funding internally through a self‑publishing model. The report references earlier internal communications: a December 2024 briefing on reducing the Bifrost development team, an April 2025 notice on asset‑value adjustments, and a June 2025 update on halting Gemini development. These antecedent documents collectively illustrate a pattern of resource constraints affecting multiple projects within the PCF Group’s portfolio. No external data sources or survey samples are cited; the conclusions derive solely from the company’s internal financial and operational assessments. Geographically, the analysis pertains to the group’s European operations, with the Gemini contract involving a Japanese publisher, Square Enix. The time frame spans the period from late 2024 through early 2025, covering the decision‑making process that culminated in the June 2025 suspension. Further public disclosures on the incident will be issued in separate ongoing reports.

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PCF GroupJun 2025

Legal

Raport Bieżący nr 14/2025

The board of PCF Group S.A., headquartered in Warsaw, announces the suspension of development activities on the Gemini project effective 1 June 2025. The decision follows the expiration of the existing content‑rider agreement linked to the production‑publishing contract with Square Enix Limited, under which the group performed work‑for‑hire across Europe. Because Square Enix has not presented a new execution agreement covering subsequent production milestones and has failed to communicate its intention to continue or terminate the project, the company faces significant uncertainty regarding the publisher’s commitment. Legal justification for the suspension derives from Article 17(1) of the MAR Regulation, which permits the board to halt operations when contractual conditions become untenable. The lack of a renewed agreement and the absence of any definitive response from the publisher render further collaboration doubtful, according to the board’s current assessment. No additional contractual arrangements have been secured to replace the expired agreement, and no alternative funding or partnership has been identified for the Gemini project. The board commits to issuing separate updates as new information becomes available, ensuring that stakeholders receive timely public disclosures about the evolving situation. This communication underscores the company’s adherence to regulatory requirements and its proactive management of contractual risk in the European video‑game development sector.

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PCF GroupJun 2025

Legal

Current Report No. 15/2025

The decision to downsize the development team assigned to Project Gemini is presented as a response to contractual uncertainty with Square Enix Limited, the publisher of the work‑for‑hire title. The governing legal basis is Article 17(1) of the MAR Regulation, and the announcement follows a prior report that halted development activities on 1 June 2025. The reduction targets more than 60 employees who were engaged in the European‑based production effort under the publishing agreement. The core rationale stems from Square Enix’s failure to provide a subsequent execution contract extending the original publishing agreement, leaving the partnership without a binding framework for continued work. This lack of a new contract generated significant doubt about the feasibility of maintaining the collaboration, prompting the board of PCF Group S.A. to initiate the workforce cut. The move reflects the company’s risk‑mitigation strategy in the absence of guaranteed revenue streams from the project. The scope of the decision is confined to the PCF Group’s European development operations for Project Gemini, operating under a work‑for‑hire model. No quantitative analysis or external survey underpins the decision; it is based solely on internal contractual review and legal compliance. Future developments concerning Project Gemini will be communicated through separate current reports in accordance with applicable legal requirements.

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PCF GroupJun 2025

Legal

Raport bieżący nr 13/2025

The primary purpose is to announce the convening of the Ordinary General Meeting of PCF Group S.A., to disclose the meeting agenda and to provide shareholders with the full set of accompanying corporate governance and financial disclosures required under Polish law. The Board, acting on the basis of the Commercial Companies Code and the Minister of Finance’s regulation on current and periodic information, has scheduled the meeting for 23 June 2025 at 16:00 in the ADN Conference Centre, Warsaw, and has made public the complete notice and draft resolutions to be considered. Key items on the agenda include the supervisory board’s 2024 report, the audit committee’s assessment in line with the 2021 Good Practices for listed companies, remuneration reports for board and supervisory members, and an independent auditor’s opinion on those remuneration disclosures. The Board also submits a resolution requesting coverage of the net loss incurred in 2024. The announcement references the Annual Report published on 29 April 2025, which contains the Group’s management report, standalone and consolidated financial statements for the year ended 31 December 2024, and independent auditor reports on both sets of statements. Geographically, the communication pertains to PCF Group S.A., a company headquartered in Warsaw and listed on the Warsaw Stock Exchange, covering the fiscal year 2024 and the forthcoming 2025 shareholders’ meeting. The disclosures follow statutory requirements rather than a survey methodology, relying on audited financial data, supervisory board evaluations, and compliance with recognized corporate governance standards. The overall conclusion emphasizes transparency, compliance with regulatory obligations, and the Board’s intention to address the prior year’s loss through shareholder approval.

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PCF GroupMay 2025

Legal

Sprawozdanie Rady Nadzorczej i Komitetu Audytu Rady Nadzorczej z działalności w 2024 roku

The 2024 fiscal year for PCF Group S.A. was defined by rigorous financial oversight and a strategic consolidation of internal controls across its international gaming operations. The Supervisory Board and Audit Committee focused heavily on risk management, specifically targeting IT cybersecurity and the operational integration of subsidiaries Incuvo S.A. and Game On Creative Inc. A significant structural achievement during this period was the transition of all subsidiary accounting to internal systems by mid-year, a move designed to enhance transparency and reporting accuracy. Governance activities were marked by high engagement, with the board passing eighteen resolutions and maintaining a 92% attendance rate. Following leadership changes, the appointment of Lidia Banach-Hoheker ensured the continued presence of specialized expertise in accounting and the gaming industry, satisfying regulatory requirements for independent oversight. Internal audits led by Dr. Aleksander Ferenc, alongside external reviews by Grant Thornton, confirmed the adequacy of the company’s internal control systems and legal archiving processes. The evaluation of the company’s performance indicates full compliance with corporate governance and information disclosure obligations. Notably, the group maintained a strict focus on core business operations, reporting zero expenditures related to sponsorship, charitable activities, or the support of cultural and sporting organizations. This disciplined approach to resource allocation, combined with a positive assessment of the cooperation between the Management and Supervisory Boards, suggests a stable administrative foundation for the group’s ongoing development in the global gaming market.

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PCF GroupMay 2025

Legal

Ocena Rocznych Sprawozdań Finansowych i Rocznego Sprawozdania Zarządu 2024

The Supervisory Board of PCF Group S.A. provides a formal assessment of the company’s financial and operational performance for the fiscal year ending December 31, 2024. The primary purpose of this evaluation is to verify the accuracy, legality, and transparency of both the individual and consolidated financial statements, as well as the Management Board’s report on activities. This assessment serves as a critical governance mechanism for the Warsaw-based game development group, ensuring that all financial disclosures align with actual business operations and regulatory requirements. The findings confirm that the financial statements provide a fair and clear view of the Group’s assets, financial position, and cash flows. The data is prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and complies with the Polish Accounting Act. Key conclusions highlight that the accounting records were maintained correctly and that the Management Board’s report is consistent with the financial data, containing no material misstatements. Furthermore, the corporate governance statement included in the reporting package was found to contain all legally required components. The scope of this assessment covers the entirety of PCF Group S.A. and its capital group for the 2024 period. The methodology involved a comprehensive review by the Supervisory Board and the Audit Committee, supplemented by a formal audit conducted by an independent statutory auditor. This process included a videoconference with the key auditor to discuss audit results and verify the consistency of the reports with the company’s books and factual status. The document concludes with a positive recommendation from the five-member Supervisory Board, signed in April 2025, validating the integrity of the Group’s annual reporting.

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PCF GroupMay 2025

Legal

Sprawozdanie Rady Nadzorczej PCF Group S.A. z siedzibą w Warszawie za rok obrotowy 2024

The Supervisory Board of PCF Group S.A. issued this formal report to evaluate the company’s financial standing and management performance for the 2024 fiscal year. The primary purpose is to provide shareholders with an assessment of the individual and consolidated financial statements, the Management Board's activity reports, and the proposed allocation of financial results. The scope covers the operations of the Warsaw-based parent company and its capital group from January 1 to December 31, 2024, prepared in accordance with International Financial Reporting Standards and Polish commercial law. Financial data reveals a challenging year for the group. PCF Group S.A. reported an individual net loss of 228.6 million PLN, with total assets valued at 315.2 million PLN and a net decrease in cash of 63.4 million PLN. On a consolidated basis, the capital group recorded a net loss of 175.3 million PLN against total assets of 373.4 million PLN. The Supervisory Board approved the Management Board's proposal to cover the individual net loss entirely through the company's supplementary capital. The report also highlights significant strategic shifts occurring in late 2024. Following a review of strategic options, the company decided to reduce the development team for Project Bifrost and suspended further work on Project Victoria. Despite these operational setbacks, the Supervisory Board concluded that the financial statements and management reports provide a fair and accurate representation of the company’s situation. Consequently, the Board recommended that the General Meeting approve the submitted documents and discharge the Management Board of its duties for the period.

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PCF GroupMay 2025

Legal

Resolution No. 7/2025

Resolution number 7/2025 of the Management Board of PCF Group S.A., dated May 26, 2025, outlines the formal proposal for addressing the company's financial results for the fiscal year ending December 31, 2024. The primary objective is to establish a mechanism for covering the net loss incurred by the Warsaw-based game development studio during this period. This action is taken in accordance with the Commercial Companies Code and the company’s internal statutes. The financial data reveals a significant net loss of 228,578,189.69 PLN for the 2024 fiscal year, as detailed in the standalone annual financial statements. To address this deficit, the Management Board proposes to cover the entire amount using the company’s supplementary capital. This strategy ensures that the loss is accounted for internally without necessitating immediate external financing or impacting the core share capital, provided the proposal receives the necessary corporate approvals. The scope of this resolution is limited to the individual financial performance of PCF Group S.A. within the Polish market for the 2024 calendar year. The process involves a formal request to the Supervisory Board for evaluation, followed by a final presentation to the Ordinary General Meeting of Shareholders for consideration and approval. The resolution became effective immediately upon its adoption by the Management Board, marking a critical step in the company's annual financial reconciliation and corporate governance cycle.

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PCF GroupMay 2025

Legal

Zawiadomienie na Podstawie Art. 69 Ust. 1 lub 2 w Zw. z Art. 87 Ust. 1 Pkt 5 Ustawy o Ofercie Publicznej

The filing serves to disclose a material alteration in the shareholding structure of PCF Group Spółka Akcyjna that triggers the reporting obligations set out in Article 69 of the Polish Public Offering Act, in connection with Article 87(1)(5). A shareholder agreement originally executed on 26 June 2020 among four individual shareholders—Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko and Krzysztof Dolaś—established a collective holding of 20 811 789 ordinary shares, representing 57.91 % of the company’s capital and voting rights. Prior to the change, Wojciechowski owned 14 989 480 shares (41.71 % of capital), Kmita 2 241 922 (6.24 %), Biełuszko 1 771 778 (4.93 %) and Dolaś 1 808 609 (5.03 %). On 28 April 2025 Bartosz Kmita sold 3 469 shares on the regulated market, reducing his direct holding to 2 238 453 shares and lowering his voting share from 6.24 % to 6.23 % of the total. The transaction altered the aggregate direct and indirect ownership of the agreement parties to 20 808 320 shares, corresponding to 57.9 % of the capital and voting power, a decrease of 0.01 % relative to the previous filing. The notification confirms that the change exceeds the 1 % threshold of total votes required for reporting under Article 69(2)(2) and therefore must be communicated to the market. The filing covers a single Polish listed entity, spans the period from the 2020 agreement through the 2025 share sale, and relies on statutory reporting procedures rather than survey‑based methodology.

investment mergers-acquisitions europe+1

PCF GroupMay 2025

Legal

Raport bieżący nr 11/2025

The filing serves to inform regulators and market participants that a change in the ownership structure of PCF Group S.A. has occurred, triggering the statutory requirement to disclose a significant shareholding. On 7 May 2025, the board of PCF Group S.A., headquartered in Warsaw, received a notice from the parties to a shareholders’ agreement governed by Article 87(1)(5) of the Public Offering Act. The notice relates to a share sale executed by Bartosz Kmitę, a signatory of the agreement, which altered the aggregate voting power held by the agreement’s participants by at least one percent of the company’s total votes. The notification references a prior disclosure dated 1 September 2023, indicating that the current transaction represents a material shift from the previously declared voting‑rights balance. By exceeding the one‑percent threshold, the change falls under the reporting obligations set out in Article 70(1) of the same Act, which mandates prompt public communication of any significant alteration in shareholdings. The scope of the disclosure is confined to PCF Group S.A., a publicly listed Polish entity, and covers the period up to the filing date in May 2025. No statistical analysis or survey methodology is involved; the report relies exclusively on legal filings and the contractual terms of the shareholders’ agreement to substantiate the change in ownership.

investment mergers-acquisitions europe

PCF GroupMay 2025