NACON : Interim Financial Report – First Half 2022/23

INTERIM FINANCIAL REPORT

FIRST HALF 2022/23

SIX MONTHS ENDED 30 SEPTEMBER 2022

INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022 - NACON

TABLE OF CONTENTS

1.	STATEMENT BY THE PERSON RESPONSIBLE	3
2.	BUSINESS REPORT	4
2.1	Key events in the first half of 2022/23	4
	2.1.1	Operating activities	4
	2.1.2	Other key events	5
	2.1.3	Post-balance sheet events	6
2.2	Information about the Group's shares	6
	2.2.1	Share capital	6
	2.2.2 Crossing of ownership disclosure thresholds	6
2.3	Risks and opportunities in the second half of the financial year	7
3.	CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022	8
3.1	Condensed consolidated interim financial statements	8
	3.1.1 Statement of financial position	8
	3.1.2 Statement of profit or loss and other comprehensive income	9
	3.1.3 Statement of changes in consolidated equity	10
	3.1.4 Consolidated cash flow statement	11
3.2	Notes to the condensed consolidated interim financial statements	12
	3.2.1 Information about the company	12
	3.2.2	Basis of preparation	12
	3.2.3	Scope of consolidation	14
	3.2.4	Segment reporting	14
	3.2.5	Additional notes	16
	3.2.6	Other information	29
4.	STATUTORY AUDITORS' REPORT	32

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INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022 - NACON

1. STATEMENT BY THE PERSON RESPONSIBLE

I hereby declare that, to the best of my knowledge, the condensed financial statements for the first half of 2022/23 have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and results of the company and all the companies included in the scope of consolidation, and that the interim business report below provides an accurate description of the significant events during the first six months of the financial year, their impact on the financial statements, the main transactions between related parties and a description of the main risks and contingencies for the remaining six months of the financial year.

Lesquin, 5 December 2022,

The Chief Executive Officer

Alain Falc

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INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022 - NACON

2. BUSINESS REPORT

2.1 KEY EVENTS IN THE FIRST HALF OF 2022/23

2.1.1 Operating activities

In the first half of 2022/23, NACON's revenue amounted to €77.5 million, up 6.2% year-on-year. Revenue in the first half of 2022/23 was boosted by a more intensive release schedule than in the year-earlier period.

				6-month total	Contribution
	in thousands of euros
				First	First
				First half 2022	First half 2021	half 2022	half 2021
	Revenue			77,509	73,012	100%	100%
	of which	Gaming accessories	28,547	43,745	37%	60%
		Catalogue (1)	25,396	11,046	33%	15%
		Back catalogue (2)	21,577	16,223	28%	22%
		Other	1,988	1,998	3%	3%

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1. Revenue from games released since the start of the financial year
2. Revenue from games released in previous financial years

Sales of accessories in the first half of 2022/23 totalled €28.5 million, down 34.7%. The decline was due to the very high base for comparison, particularly in the USA, and by sharp contraction in the global headsets market.

Video game revenue amounted to €47.0 million in the first half of 2022/23, up 72.3%, because of a strong new release schedule and good performance from the back catalogue.

	IFRS financial statements, in millions of euros		Six months ended 30 September				Change
				2021			€ m			%
				2022
	Revenue			77.5		73.0			4.5			+6.2%
		Gaming
	of which	accessories	28.5	43.7		-15.2	-34.7%
		Catalogue (1)	25.4	11.0		14.4	+129.9%
		Back catalogue (2)	21.6	16.2		5.4	+33.0%
		Other	2.0	2.0		0.0	-0.5%
Purchases consumed			(29.9)	(35.0)		5.1	-14.4%
	Gross profit			47.6		38.0			9.5			+25.1%
Operating expenses			(22.0)	(16.6)		-5.3	+31.9%
	EBITDA			25.6		21.4			4.2			+19.8%
Depreciation and amortisation of non-
current assets			(14.5)	(13.0)		-1.6	+12.2%
	Recurring operating income			11.1		8.4			2.7			+31.4%
Other operating income and expense			(1.3)	(4.0)
	Operating income			9.8		4.5			5.3			+119.2%
Net financial income/expense			1.3	0.0		1.2
Pre-tax income			11.1	4.5		6.6
Tax			(2.6)	(0.7)		-1.9
	Net income			8.4		3.8			4.7			+123.5%

1. Revenue from games released since the start of the financial year
2. Revenue from games released in previous financial years

Gross profittotalled €47.6 million in the first half of 2022/23, equal to 61.4% of revenue as opposed to 52.1% in the first half of 2021/22. Since the Video Games business generates a wider gross margin than the Accessories business, the higher proportion of revenue coming from Video Games had a positive impact on overall gross margin in the first half of 2022/23.

INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022 - NACON

The increase in revenue during the period resulted in Recurring Operating Incomerising 31.4% relative to the year-earlier period to €11.1 million, equal to 14.3% of revenue.

EBITDAamounted to €25.6 million or 33.1% of revenue.

Net financial income/expenseincluded a foreign exchange gain of €1.8 million in the first half of 2022/23 driven by movements in the US dollar, as well as the €0.6 million cost of bank debt.

NACON's net incomeamounted to €8.4 million versus €3.8 million in the first half of 2021/22, representing an increase of 123.5%.

2.1.2 Other key events

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• Ownership structure
• Capital increase following the vesting of bonus shares

On 8 September 2021, the Board of Directors awarded 333,840 bonus shares to employees and corporate officers of Group entities. The vesting of those shares after a 1-year period was subject to an ongoing presence condition and a condition related to achieving a predetermined level of recurring operating income. Since the Group's targets were not achieved, only 6,600 shares under the 2021 bonus shares plan vested in September 2022, with 15 beneficiaries.

181,163 bonus shares awarded in 2021/22 in relation to the acquisition of certain development studios also vested. As a result, a total of 187,763 new shares were issued through the capitalisation of reserves during the period.

• 2022 bonus share award

In its meetings on 24 April 2022 and 15 September 2022, the Board of Directors awarded 1,646,113 bonus shares to employees and corporate officers of Group entities, i.e. 893 beneficiaries. If the conditions are met:

• 545,541 shares will vest at the end of one year, and
• 1,100,572 shares will vest at the end of three years.

Based on the number of bonus shares vested, an issue of new shares will take place through the capitalisation of reserves, and a special appropriated earnings account equal to the total par value of the 1,646,113 shares awarded, i.e. €1,646,113, was set up at the time of the award.

The IFRS 2 consolidated expense relating to these new plans with respect to the first half of 2022/23 was €418 thousand, with a balancing entry under reserves.

• Capital increase following the second earn-out payment to the vendors of Big Ant Holding Pty Ltd

A second earn-out payment was paid to the vendors of Big Ant Studios Pty Ltd on 15 September 2022. In accordance with the acquisition agreement, 50% of the earn-out payment was paid in NACON SA shares, via a €1,944 thousand capital increase.

As a result, a capital increase with preferential subscription rights withheld took place on 15 September 2022, involving the issue of 400,234 shares with a value of €4.858 per share, corresponding to NACON's average closing share price on Euronext Paris in the 20 trading sessions preceding the transaction. As a result, NACON SA's share capital increased from €86,479,173 to €86,879,407.

• Change in scope:
• Acquisition of 100% of Daedalic Entertainment GmbH

On 1 April 2022, NACON acquired all of the capital and voting rights of Daedalic Entertainment GmbH, a video game development studio based in Hamburg, Germany.

This is the largest acquisition made by the Group to date, with a total maximum price of €53 million: In addition to the €32 million purchase price paid in cash, earn-out payments - also 100% in cash - may be made depending on the studio's performance in the next few years, up to a maximum amount of €21 million.

Daedalic Entertainment GmbH has been consolidated in the Group's financial statements from the date of its acquisition.