PCF Group

Game Co.

601 documents

Documents

Statement of the Supervisory Board Regarding the Functioning of the Audit Committee

The Supervisory Board of PCF Group S.A., a prominent international game developer headquartered in Warsaw, confirms the company’s adherence to statutory requirements regarding the establishment and operation of its Audit Committee. This formal declaration serves as a compliance verification for the fiscal period ending in early 2025, ensuring that the corporate governance structures meet the rigorous standards set by Polish financial regulations. The primary objective is to validate that the internal oversight mechanisms are functioning in accordance with the legal framework governing public issuers of securities. The findings confirm that the Audit Committee is composed of members who satisfy all legal criteria for independence. Furthermore, the board verifies that the committee members possess the necessary technical expertise, specifically regarding accounting practices, financial auditing, and specialized knowledge of the video game industry. This dual requirement ensures that the committee can effectively oversee financial reporting and risk management within the specific context of high-budget software development and global publishing. The scope of this assessment covers the internal administrative functions of PCF Group S.A. as of April 2025. By certifying that the committee has performed all duties mandated by current law, the Supervisory Board provides assurance to shareholders and regulatory bodies regarding the integrity of the company’s financial oversight. The statement is signed by the full board, including the Chairperson and four members, reinforcing the collective responsibility for maintaining transparent corporate governance and regulatory compliance within the European capital markets.

investment mergers-acquisitions europe+1

PCF GroupApr 2025

Financial

Sprawozdanie Finansowe za Rok Obrotowy Zakończony 31 Grudnia 2024 Roku

The consolidated financial results for the fiscal year ending December 31, 2024, reveal a period of significant strategic transition and financial volatility for the Group. While sales revenue grew by 27% to 190.4 million PLN—driven largely by "work-for-hire" development fees from partners such as Microsoft, Krafton, and Square Enix—the Group recorded a substantial net loss of 175.3 million PLN. This deficit was primarily fueled by 180.3 million PLN in other operating expenses, including massive non-cash impairment losses totaling 173 million PLN. These write-offs were tied to the cancellation of Project Red, the goodwill impairment of subsidiary Incuvo S.A., and a 155 million PLN impairment of Project Bifrost following the Group’s failure to secure 350 million PLN in planned external financing. The Group’s financial position tightened considerably over the year, with cash reserves falling from 124 million PLN to 58.1 million PLN and total assets decreasing by 27%. To manage liquidity, the Group pivoted its strategy to prioritize the work-for-hire segment, securing new contracts such as Project Echo for Krafton and Project Delta for Sony Interactive Entertainment. Simultaneously, the Group scaled back its self-publishing ambitions, suspending and then restructuring Project Victoria for a 2025 "Early Access" release. Debt obligations rose to 61 million PLN, largely due to expanded credit facilities with the Bank of Montreal intended to pre-finance Canadian tax credits. Despite these liquidity pressures and a drop in the immediate liquidity ratio to 0.57, management maintains a "going concern" assumption based on five-year financial forecasts and a shift toward a more balanced cash-flow model. The Group continues to leverage its international presence in the UK, US, and Canada while utilizing "IP Box" tax reliefs to optimize its fiscal position. No dividend payments are recommended as the Group focuses on stabilizing its self-publishing pipeline and fulfilling its high-profile development contracts.

investment mergers-acquisitions europe+1

PCF GroupApr 2025

Financial

Sprawozdanie z działalności Grupy Kapitałowej PCF Group S.A. i spółki PCF Group S.A. w 2024 r.

The 2024 Management Board Report for PCF Group S.A. details a period of significant strategic pivoting and financial restructuring for the global AAA game developer. Operating across Poland, North America, and Europe, the Group reported a 27% increase in consolidated revenue to 190.4 million PLN, driven by work-for-hire fees from major partners including Square Enix, Microsoft, Krafton, and Sony. Despite this top-line growth, the Group incurred a substantial net loss of 175.3 million PLN, primarily due to 154.9 million PLN in non-cash write-downs following the cancellation of Project Dagger and Project Red, and the discontinuation of Project Bifrost. The Group’s thesis centers on achieving financial stabilization by balancing its ambitious self-publishing goals with a robust work-for-hire segment. This shift follows a failure to secure 350 million PLN in new financing, leading to a focus on "compact-AAA" titles and a gradual exit from the VR publishing market. While liquidity ratios declined significantly and working capital turned negative in 2024, management maintains that new agreements—such as Project Echo with Krafton and Project Delta with Sony—alongside ongoing major productions like Project Gemini and Project Maverick, provide a viable path toward a cumulative revenue target of 3.3 billion PLN through 2028. Corporate governance remains highly centralized, with CEO Sebastian Wojciechowski holding 41.71% of voting rights and maintaining personal rights to appoint the Board President. This "key man" dependency is noted alongside other operational risks, including high revenue concentration among a few publishers and the financial underperformance of recent releases like Bulletstorm VR. Moving forward, the Group intends to prioritize internal IP development, such as Project Victoria, while utilizing milestone-based external funding to manage its 716-person workforce and meet its long-term financial obligations.

investment mergers-acquisitions poland

PCF GroupApr 2025

Financial

Consolidated Quarterly Report for First Quarter 2025

PCF Group S.A. entered the first quarter of 2025 navigating a complex transition from self-publishing ambitions toward a more stable "work-for-hire" model. While sales revenues grew 10.7% year-over-year to PLN 63.0 million, the Group shifted from a prior-year profit to a consolidated net loss of PLN 3.86 million. This downturn was primarily driven by a sharp decline in gross profit and a significant operating loss in the self-publishing segment, exacerbated by the decision to stop capitalizing costs for Project Bifrost. Consequently, these expenses are now recognized directly in the income statement, contributing to a negative earnings per share of 0.11 PLN. The Group’s financial position reflects tightening liquidity, with cash and cash equivalents dropping from PLN 58.1 million at the end of 2024 to PLN 33.7 million by March 31, 2025. This cash burn follows a failed attempt to secure PLN 350 million in funding in late 2024, prompting a strategic pivot to prioritize development fee projects. Revenue is currently sustained by major partnerships with Square Enix, Microsoft, Krafton, and Sony, including the high-profile reveal of Gears of War: E-Day and the commencement of Project Delta for Sony. To further stabilize the balance sheet, the Group has exited the VR publishing market and increased credit facilities for its Canadian subsidiary. Despite recognizing substantial non-cash impairment losses related to Project Bifrost and the subsidiary Incuvo, management maintains a going-concern assumption based on restructuring efforts and new project acquisitions. Operational focus remains on the early access release of Project Victoria in 2025 and managing rising wage pressures across international markets. However, the Board has signaled a conservative fiscal outlook, confirming that dividend payments are unlikely until at least 2026, pending the achievement of positive cash flows from independent publishing activities.

investment market-analysis europe+1

PCF GroupMar 2025

Legal

Zawiadomienie na podstawie art. 69 ust. 1 lub 2 ustawy o ofercie (wypełnia akcjonariusz)

The filing serves to notify the Polish Financial Supervision Authority that the shareholding of Bartosz Biełuszko in PCF Group S.A. fell below the 5 % threshold defined in Article 69 of the Act on Public Offers. The notification records a series of transactions on the regulated market in March 2025 that reduced the shareholder’s position from 1 797 278 voting shares—equating to 5.00074 % of the company’s capital and voting rights—to 1 793 278 shares (4.98961 %) after the first sale, and subsequently to 1 784 278 shares (4.96456 %) following an additional sale. The data cover a single corporate entity listed in Poland, focusing on the period between 17 March and 20 March 2025. The shareholder’s holdings are presented both before and after each transaction, distinguishing direct ownership from any indirect stakes, though no indirect holdings are reported. The filing confirms that the total (direct and indirect) shareholding after the events does not differ from the direct holding, and that the post‑transaction position no longer triggers the mandatory tender offer provisions of Article 69b. The primary conclusion is that Bartosz Biełuszko’s shareholding now stands at approximately 4.96 % of PCF Group’s capital and voting rights, eliminating the requirement for a public offer. The notification also explains that the discrepancy between the immediate post‑event total and the current holding results from a further sale executed after the initial filing.

investment market-analysis europe

PCF GroupMar 2025

Legal

Raport bieżący nr 5/2025: Podjęcie decyzji o wznowieniu prac nad Projektem Victoria

The decision to restart development of Project Victoria reflects a strategic shift by PCF Group S.A., based on a comprehensive review of a revised development plan submitted by the former core team. The new plan narrows the game’s scope, accelerates its launch through an early‑access model, and ties subsequent updates to community feedback. Funding will come exclusively from the Group’s own resources, positioning the title for self‑publishing with an anticipated early‑access release in 2025. Implementation will be overseen by an experienced development unit of more than ten specialists, primarily located in Canada. The revised schedule replaces the previously suspended timeline and introduces a faster market entry, aiming to capture early adopters while mitigating further capital outlays. The Board’s endorsement follows internal analyses of the development, sales, and marketing projections, which were compiled into a recommendation dated 18 March 2025. Concurrently, the Board reaffirms concerns raised in the December 2024 suspension report regarding potential impairment of capitalised expenditures on the project. In line with IAS 36, impairment tests will be performed using financial data as of 31 December 2024, and the results will be disclosed in accordance with statutory requirements. These tests will determine whether the capitalised costs have suffered a loss of value, informing future accounting treatment and stakeholder communication.

game-development investment market-analysis+1

PCF GroupMar 2025

Legal

Current Report No. 3/2025

The report serves to disclose a delayed insider announcement concerning PCF Group S.A.’s initiation of negotiations with Sony Interactive Entertainment LLC for a Prototype Development Agreement aimed at creating a new video‑game prototype, internally coded “Project Delta.” The disclosure, required under Article 17 of the EU Market Abuse Regulation (MAR), was postponed on 6 February 2025 and made public on 13 March 2025, reflecting the company’s assessment that immediate release could jeopardise the negotiation process and the legitimate interests of the group. Negotiations were triggered by a proposal received from Sony on 3 February 2025, outlining a work‑for‑hire model in which PCF Group would develop the prototype in exchange for agreed remuneration, with the project divided into milestone‑based phases. The terms under discussion are described as consistent with standard production contracts for similar projects, and the company emphasizes that the commencement of talks does not guarantee a final agreement. The board justified the delay by citing MAR provisions and guidance from the European Securities and Markets Authority, arguing that premature disclosure could expose the negotiations to competitive interference and lead to misinterpretation by the market, potentially affecting the company’s share value. Confidentiality was maintained through a controlled list of recipients in line with Article 18 MAR, and the regulator will be notified of the delayed disclosure in accordance with the regulation. Overall, the filing confirms PCF Group’s strategic intent, expressed in its 2023 strategy update, to pursue attractive work‑for‑hire collaborations with reputable partners, while adhering to EU market‑transparency rules throughout the negotiation period.

mergers-acquisitions investment game-publishing+1

PCF GroupMar 2025

Legal

Raport Bieżący Nr 4/2025

The primary purpose is to announce that PCF Group S.A., headquartered in Warsaw, entered into a Prototype Development Agreement with Sony Interactive Entertainment LLC, based in San Mateo, California, on 13 March 2025. The agreement establishes a work‑for‑hire relationship in which PCF Group will develop a prototype for a new video‑game project codenamed “Project Delta,” using intellectual‑property rights owned by Sony. Compensation will be provided by Sony according to a predefined milestone schedule attached to the contract, with each development phase linked to specific deliverables and payment terms. Key contractual elements mirror standard production agreements for similar projects, indicating no substantive deviations from industry norms. The milestone‑based structure ensures that progress is measured and remunerated in stages, aligning financial risk and reward between the developer and the publisher. The partnership reflects PCF Group’s strategic direction, updated on 31 January 2023, which prioritises selective collaborations with reputable partners under work‑for‑hire models when attractive opportunities arise. Geographically, the arrangement links a Polish development firm with a U.S. publisher, illustrating cross‑border cooperation within the global video‑game sector. The scope is limited to prototype development for a single, unnamed title, without disclosure of budgetary figures or timelines beyond the milestone framework. The agreement underscores PCF Group’s commitment to leveraging its technical capabilities in alignment with its broader corporate strategy.

game-development game-publishing europe+1

PCF GroupMar 2025

Legal

Raport Bieżący Nr 2/2025: Decision to Gradually Withdraw From VR Game Publishing

The Board of PCF Group S.A., headquartered in Warsaw, has resolved to phase out its publishing activities in the virtual‑reality (VR) segment, positioning the upcoming title “Bison” as the final VR game the company will release. The decision follows an internal review of the Group’s VR portfolio against a backdrop of markedly reduced investment by VR platform holders, which has eroded the commercial outlook for new VR titles. Consequently, the Board concluded that continued exposure to this market would no longer be sustainable. In parallel with the withdrawal plan, PCF Group finalized revised terms with its subsidiary Incuvo S.A. for the last phase of the Bison project, scheduled for launch in the fourth quarter of 2025. Under the new arrangement Incuvo will contribute a modest share of the remaining production costs and will receive a proportionate share of post‑release revenues, limited to the amount it invests in the final production budget. No further development contracts for new VR games will be awarded to Incuvo, and the subsidiary will not engage in additional VR publishing activities. Going forward, the Group will concentrate exclusively on AAA and compact‑AAA titles for PC and console platforms. Its strategy will combine self‑publishing of proprietary games with work‑for‑hire and co‑development projects, exemplified by the Gemini and Maverick initiatives. The scope of the analysis is limited to PCF Group’s operations in Poland, covering the period up to the projected Q4 2025 release and the subsequent strategic shift away from VR. No external survey data are cited; the conclusion rests on an internal assessment of market trends and the Group’s financial and operational performance.

game-publishing vr mergers-acquisitions+1

PCF GroupMar 2025

Legal

Raport Bieżący Nr 1/2025

The Management Board of the listed entity has established the official schedule for the publication of periodic financial reports throughout the 2025 fiscal year. This disclosure serves to inform investors and regulatory bodies of the specific dates when audited and unaudited financial results will be made available to the public. The scope of these disclosures encompasses both individual and consolidated financial statements, ensuring transparency regarding the company's fiscal health and operational performance over the preceding periods. According to the established timeline, the annual report for the 2024 financial year, along with the consolidated annual report for the same period, is scheduled for release on March 27, 2025. Following this, the consolidated quarterly report for the first quarter of 2025 will be published on May 22, 2025. The mid-year results, covering the first half of 2025 and including condensed financial statements, are set for publication on September 25, 2025. Finally, the consolidated quarterly report for the third quarter of 2025 is slated for release on November 20, 2025. The company has also exercised specific regulatory exemptions regarding its reporting obligations. Specifically, the entity will forgo the publication of individual and consolidated quarterly reports for the fourth quarter of 2024, as well as the consolidated quarterly reports for the second and fourth quarters of 2025. These omissions are conducted in accordance with applicable ministerial regulations governing the periodic information provided by issuers of securities. This structured approach to financial communication provides a clear roadmap for stakeholders regarding the timing of essential corporate governance disclosures.

investment market-analysis global

PCF GroupJan 2025

Legal

Current Report No. 18/2025: Decision to Reduce the Bifrost Project Development Team

The decision to downsize the development team for the Bifrost project was formally adopted on 4 June 2025 by the board of PCF Group S.A., headquartered in Warsaw, invoking the authority granted under Article 17, paragraph 1 of the MAR Regulation. The primary objective of the decision is to align the project’s staffing levels with the company’s strategic shift toward self‑publishing, financed entirely from the Group’s own resources. Implementation of the decision will affect more than fifty employees, who are subject to termination of employment. Remaining staff members have been offered relocation to other ongoing projects within the Group, reflecting an effort to retain talent while consolidating development activities. The action follows an earlier suspension of work on Bifrost reported on 1 June 2025, indicating a continued reassessment of the project’s viability. The scope of the announcement is limited to PCF Group’s internal operations, covering its Warsaw‑based corporate entity and its self‑publishing development model. No external market or geographic data are presented, and the report does not rely on survey methodology; instead, it is based on internal governance procedures and legal compliance requirements. Future updates concerning Bifrost will be communicated through separate current reports in accordance with applicable legal provisions.

employment game-development game-publishing+2

PCF GroupJan 2025

Legal

Current Report No. 30/2024: Decision to Reduce the Gemini Project Development Team

The Board of PCF Group S.A., headquartered in Warsaw, resolved on 10 December 2024 to downsize the development team dedicated to Project Bifrost, a self‑published title financed from the Group’s own resources. The decision stems from the Group’s inability to secure sufficient funding to sustain the project within the originally planned budget and production schedule, prompting a shift to a reduced workforce and the placement of surplus staff on temporary layoff under applicable jurisdictional regulations. Consequently, the early‑access launch slated for 2026 is no longer viable, and the production‑publishing timetable has been abandoned. In parallel, the Board identified a potential impairment of the capitalised expenditures incurred on Project Bifrost. Pursuant to International Accounting Standard 36, an impairment test will be conducted using financial data as of 31 December 2024, with results to be incorporated into the Group’s individual and consolidated 2024 financial statements and disclosed publicly in accordance with legal requirements. This assessment will determine whether the assets associated with the project have suffered a loss of value. The restructuring also extends to other internal units, including the publishing and support teams, aligning their size with the revised operational scale. While Project Bifrost’s development is curtailed, the Group is concentrating resources on work‑for‑hire contracts: Project Gemini with Square Enix Limited, Project Maverick for Microsoft Corporation, and Project Echo for Krafton Inc., alongside efforts to secure additional work‑for‑hire opportunities. The scope of the decision encompasses the Polish corporate entity and its subsidiaries, covering the fiscal year 2024 and projected activities through 2026.

employment game-development europe

PCF GroupDec 2024