TIDMTBLD

RNS Number : 7865L

tinyBuild, Inc.

15 September 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

15 September 2021

tinyBuild, Inc

("tinyBuild" or the "Company")

Half year results

tinyBuild (AIM:TBLD), a leading video games publisher and developer with global operations, is pleased to announce its unaudited results for the 6 months ended 30 June 2021.

Financial highlights:

-- Revenue of $18.6m (H1 2020: $18.5m), in line with expectations and reflecting a second-half weighted release schedule.

-- Adj EBITDA(1) growth of 18% to $7.9m (H1 2020: $6.7m), with margins increasing to 42% (H1 2020: 36%), as contribution to revenues from own-IP increased to 78% of group revenue (67% in H1 20), supporting long-term margin expansion.

-- Adj. Operating Profit(2) increased 94% to $5.1m (H1 2020: $2.6m), reflecting lower share-based payments

-- Adj. Cash Flow from Operations(2) was $3.8m, lower than the previous year (H1 2020: $6.9m) due to timing differences in payments to developers and tax payments

-- Net cash increased to $61.6m (Dec 2020: $26.3m), including $50m gross proceeds following the successful listing on AIM

(1) Excludes expenses related to the IPO, share based compensation expenses; includes amortisation of Development costs

(2) Excludes expenses related to the IPO

Operational highlights:

-- Three new games published including first-party titles Cartel Tycoon (early access), Mayhem in a Single Valley and Hello Engineer (early access), growing tinyBuild's portfolio to over 40 games, in addition to platform launches (Secret Neighbor on PS4 and iOS).

-- Strong back catalogue sales representing 91% of total revenues, demonstrating the Company's ability to extend games' life cycles, while adding new titles.

-- Three development studio acquihires We're Five Games (Totally Reliable Delivery Service), Hungry Couch (Black Skylands) and DogHelm (Streets of Rogue).

-- Successful admission to AIM, raising GBP36.2m ($50m) of gross proceeds, to accelerate organic growth and support our M&A strategy.

-- Henrique Olifiers was appointed as Non-Executive Chairman, with Nick Van Dyk and Neil Catto appointed as Non-Executive Directors.

Post-Period End

-- Acquihire of BadPixel, the studio behind successful shooter Deadside, currently in early access, for a total consideration of up to $17.1m (see separate announcement).

-- Acquihire of Animal (Rawmen) announced in August 2021, for a total consideration of up to $10.2m.

-- Released Black Skylands (early access), plus release dates announced for Potion Crafts (early access), Despot's Game (early access) and Happy's Humber Burger Farm.

   --     Secured a new credit facility of $25m (expiry September 2022) with Bank of America. 

Outlook

-- The pipeline for coming years now stands at 29 titles, including near launch games such as Potion Craft, Despot's Game and Happy's Humble Burger Farm.

-- While tinyBuild reviews the impact of the pandemic, and the fluid macroeconomic situation, early indicators of traction across the pipeline, including KPIs for Hello Neighbor 2, are very encouraging.

-- The Board remains confident the Company is on track to deliver results at least in line with expectations, plus accretive acquisitions.

Alex Nichiporchik, Chief Executive Officer of tinyBuild, commented:

"We are really excited about tinyBuild's progress this year, with major titles in our pipeline showing strong KPIs ahead of launch. This includes new titles such as Tinykin and the widely anticipated Hello Neighbor 2.

"Our successful listing on AIM earlier this year and the additional expected $25m facility announced today, provide a platform from which we can deliver our organic and M&A growth ambitions. Our back catalogue has performed strongly, and we remain focused on finding new games at different stages of development. We are evaluating a number of M&A targets to help accelerate growth.

"Our goal is to expand our position as a leading global developer and publisher, focusing on IP ownership while creating long-term scalable franchises across multiple media formats. To date, 2021 has seen significant progress towards that ambition, and we look to the future with confidence."

Enquiries :

 
 tinyBuild, Inc                                             investorrelations@tinybuild.com 
  Alex Nichiporchik - Chief Executive Officer 
  Luke Burtis - Chief Operating Officer 
  Antonio Jose Assenza - Chief Financial Officer 
  Giasone (Jaz) Salati - Head of M&A and IR 
 
 Zeus Capital (Nominated Adviser and Joint 
  Broker) 
  Nick Cowles, Richard Kauffer (Corporate Finance) 
  Benjamin Robertson (Equity Capital Markets)               +44 (0)20 3829 5000 
 
 Berenberg (Joint Broker) 
  Ben Wright, Mark Whitmore, Alix Mecklenburg-Solodkoff, 
  Milo Bonser                                               +44 (0)20 3207 7800 
 SEC Newgate (Financial PR)                                 tinybuild@secnewgate.co.uk 
  Robin Tozer, Bob Huxford, Megan Kovach                     +44 (0)7540 106366 
 

About tinyBuild:

Founded in 2013, tinyBuild (AIM: TBLD) is a leading premium AA-rated and indie video games publisher and developer. tinyBuild strategically secures access to IP and partners with developers to establish a stable platform on which to build multi-game and multimedia franchises. tinyBuild has a strong portfolio of over 40 titles, and its upcoming pipeline includes over 20 new titles currently in development.

Headquartered in Seattle, Washington, USA, the Company has key operations worldwide, with employees, contractors or partners in multiple locations across five continents. tinyBuild's geographic diversity enables it to source high-potential IP, cost-effective development resources and a loyal customer base through innovative grassroots marketing.

tinyBuild was admitted to AIM, a market operated by the London Stock Exchange, in March 2021.

For further information, visit: www.tinybuildinvestors.com .

OPERATIONAL REVIEW

2021 has seen the progressive lifting of Covid restrictions across a number of countries. In contrast with general expectations that video games sales would be negatively impacted by the lifting of restrictions, the Board is pleased to confirm that catalogue titles are performing strongly, alongside new game launches. Sales are progressing at least in line with expectations for the financial year 2021.

tinyBuild continues to benefit from platform competition and is also well-positioned to work with subscription services. Revenues from deals with distribution partners were above management expectations and gave the Company greater visibility of future revenue growth, while helping de-risk the development process for new games.

As anticipated, the release schedule for 2021 is weighted towards the second half of the year (e.g. Potion Craft and Despot's Game). As a result, back catalogue contribution to total revenue in the first six months of the year increased to 91%. The share of revenues from own-IP also increased to 78% in H1 2021.

Current portfolio and pipeline

Since the beginning of the year, tinyBuild published four new games (including Black Skylands in July) and added new platforms for two games already in the portfolio:

-- Cartel Tycoon (early access) - a survival business sim inspired by the eighties narco trade. Expand and conquer, fight off rival cartels and evade the authorities

-- Mayhem in Single Valley (PC only) - a puzzle-loaded action adventure where you have to prevent the end of the world while keeping everyone from finding out it was all your fault

-- Hello Engineer (early access on Stadia) - a multiplayer machinery-building construction game set in the sandbox world of a mysterious amusement park, but beware of the Neighbor

-- Black Skylands (early access) - a skypunk Open World action-adventure. Build your skyship and explore the open world, fight factions of pirates and monsters, and claim territories.

-- Totally Reliable Delivery Service (Steam) - a ragdoll physics simulation about terrible package delivery couriers

-- Secret Neighbor (PS4, iOS and Switch) - a Multiplayer Social Suspense Game where a group of intruders try to rescue their friend from the Neighbor's creepy basement

We have recently announced, or we are close to announcing a release date for:

-- Potion Craft (early access on Steam) - an alchemist simulator that was the number one trending game in the February Steam Game Festival

-- Despot's Game (early access on Steam) - a rogue-like game with turbocharged battles and a top 10 trending game in the February Steam Game Festival

-- Happy's Humble Burger Farm (Steam and consoles) - a first person adventure horror cooking game, a sequel to the award-winning burger simulation

-- Trash Sailors (Steam and consoles) - a hand-drawn sailing simulator with co-op up to 4 players. Create the trashiest sailing team in history, fight with monsters and trash

-- Undungeon - an Action/RPG game driven by intense real-time combat and an immensely rich science fiction story.

Finally, we announced three new titles:

-- Tinykin - an innovative 3D puzzle platformer where astronaut Milo uses hundreds of tinykin and their unique powers to go back to his home planet - and back to normal size.

-- SpiderHeck - a physics-based brawler that's easy to pick up but difficult to master. Duel to the death or choose to team up and hold back swarms of savage enemies.

-- BookWalker - a thief with an ability to dive into books is forced to use his powers to track and steal the likes of Thor's Hammer and the Excalibur to save his brother.

tinyBuild had 23 games in the pipeline at the end of 2020. So far, in 2021, the Company has signed an additional ten new games, increasing the total number of new games under development to 29, after accounting for the four new titles already launched in 2021. Five of these new games will be developed in Eastern Europe and Russia, four in the United States and one in New Zealand.

Acquisitions

Since the beginning of the year, we have made five acquisitions. We acquihired two studios in January and February 2021: We're Five Games, the Minneapolis developer of Totally Reliable Delivery Service and the Russia based developer of Black Skylands year, Hungry Couch.

In June, we acquihired DogHelm, the studio behind Streets of Rogue, the highest-rated title in tinyBuild's portfolio according to Steam users. In August, we announced the acquihire of Animal, following a two-year partnership to develop a new game, Rawmen.

Today, we are pleased to announce the acquihire of Bad Pixel, the development studio behind the very popular open world game Deadside. Bad Pixel is based in Russia with five developers currently.

People

As part of its effort to secure talent at a competitive cost, the Company continued to hire staff (both employees and independent contractors) in strategic geographies.

tinyBuild aims to offer employees the best working conditions in the industry. For example, the Company has implemented clear policies against crunching, the industry practice by which developers overwork to meet specific targets. In June, tinyBuild also gifted one extra week of holiday to all direct employees in a gesture of appreciation for everybody's hard work.

As a result, tinyBuild enjoys one of the lowest levels of staff turnover, low single-digit, compared to an estimated 15.5% across the industry ( Wired ).

Position and strategy

tinyBuild is well-positioned with a strong pipeline of new titles and a proven ability to attract, screen and market high-quality game franchises. Our low-risk M&A strategy continues to help us increase our IP portfolio, and our multimedia franchise model allows us to extend the life of our IP, maximising our return on investment.

Our medium-term strategy is to expand our position as a leading global video games developer and publisher, focussing on IP ownership while creating long-term scalable franchises across multiple media formats. 2021 has seen significant progress towards that ambition, and I would like to thank all of our shareholders for their support.

Alex Nichiporchik

Chief Executive Officer

15 September 2021

FINANCIAL REVIEW

On 9 March 2021, tinyBuild raised $50m (GBP36.2m) in gross proceeds, which is being used to accelerate organic growth and support the M&A strategy. Adjusted EBITDA for the six months ended June 2021 was marginally ahead of expectations, and the Company closed three acquihires in the period.

Revenue

In the six months to June 2021, tinyBuild revenues were $18.6m, slightly ahead of the previous year (H1 2020: $18.5m), reflecting a release schedule skewed towards the second half and the success of Totally Reliable Delivery Service, which was first released on 1 April 2020. Back catalogue performed strongly in the first half, with new platform launches of Secret Neighbor driving revenues across the wider Hello Neighbor franchise. Revenue from events, primarily DevGAMM, fell slightly as a result of the global pandemic.

Adjusted EBITDA and Operating Profit

Adjusted EBITDA is presented net of amortisation of development costs, excluding share-based compensation expenses and exceptional costs (e.g. IPO), giving a clear picture of the business progression. Adjusted EBITDA grew 18% to $7.9m in H1 of 2021, with margin expanding to 42% (H1 2020: 36%) as a result of higher share of revenues from own-IP (78% in H1 2021 vs 67% in H1 2020) and back catalogue (91% in H1 2021).

Operating profit for H1 2021 was $0.7m (H1 2020: $2.6m). Excluding the $4.4m one-off IPO costs, Adjusted Operating Profit increased over 90% to $5.1m due to higher margins and lower charges relating to share-based compensation ($2.2m in H1 2021 vs $3.6m in H1 2020).

Interest income and taxation

Interest income was immaterial in H12021, and taxation charges were $1.0m, lower than $1.6m in H1 2020 due to timing differences that will reverse in the second half of the year.

Exceptional Costs Relating to the AIM Listing

In H1 2021, tinyBuild incurred one-off costs ($4.4m) related to the IPO on the London Stock Exchange's AIM market, including expenses related to audit and legal fees ($3m).

Financial Position

In H1 of 2021, the net cash position increased from $26.3m, as of December 2020, to $61.6m, with the majority of the increase being driven by the AIM float, where tinyBuild raised $50m in gross proceeds.

Cash Flow

Adjusted cash flows from operating activities decreased from $6.9m to $3.8m in H1 2021, (-$0.6m including exceptional costs relating to the IPO) mainly due to timing of payments to developers and tax, which will reverse in the second half of the year. Software development costs, mainly consisting of developer salaries, advances, localisation and porting, increased from $2.4m to $5.6m, reflecting the increase in investment for upcoming pipeline releases.

Events after the reporting date

In August 2021, tinyBuild announced the acquihire of Animal, for a total consideration up to a max of $10.2 million, split approximately 30%-70% between cash and newly issued tinyBuild shares, including upfront and deferred payments over the next three financial years.

In September 2021, we announced the acquihire of Bad Pixel, the development studio behind the very popular open-world game Deadside, for a total consideration of up to $17.1m, including upfront and deferred payments over the next three financial years. The deal will be marginally accretive in 2021, a year of investments, with greater potential for return in the following years (please see separate press release published today).

tinyBuild secured a new credit facility of $25m (expiry September 2022) on favourable terms with Bank of America. The new credit facility has been designed to expand tinyBuild's financial capacity in the event of larger M&A deals while having minimal impact on P&L and cash flow if not used.

Antonio Jose Assenza

Chief Financial Officer

15 September 2021

TINYBUILD INC.

CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

 
                                                     6 months        6 months      Year ended 
                                             Note    ended 30        ended 30     31 December 
                                                    June 2021       June 2020            2020 
                                                    Unaudited         Audited         Audited 
                                        ---------  ----------  --------------  -------------- 
                                                        $'000           $'000           $'000 
                                        ---------  ----------  --------------  -------------- 
 
Revenue                                     4          18,626          18,510          37,648 
                                        ---------  ----------  --------------  -------------- 
Cost of sales                                         (5,449)         (8,635)        (15,120) 
                                        ---------  ----------  --------------  -------------- 
 
Gross profit                                           13,177           9,875          22,528 
                                        ---------  ----------  --------------  -------------- 
 
Administrative expenses: 
                                        ---------  ----------  --------------  -------------- 
 - General administrative expenses                    (5,920)         (3,690)         (8,714) 
                                        ---------  ----------  --------------  -------------- 
 - Share-based payment expenses                       (2,159)         (3,561)         (5,845) 
                                        ---------  ----------  --------------  -------------- 
 - IPO transaction costs                    5         (4,409)               -           (467) 
                                        ---------  ----------  --------------  -------------- 
 
Total administrative expenses                        (12,488)         (7,251)        (15,026) 
                                        ---------  ----------  --------------  -------------- 
 
Other operating income                                      -               -             162 
                                        ---------  ----------  --------------  -------------- 
 
Operating profit                                          689           2,624           7,664 
                                        ---------  ----------  --------------  -------------- 
 
Finance costs                                             (9)            (11)            (21) 
                                        ---------  ----------  --------------  -------------- 
Finance income                                              4              55              57 
                                        ---------  ----------  --------------  -------------- 
 
Profit before tax                                         684           2,668           7,700 
                                        ---------  ----------  --------------  -------------- 
 
Income tax expense                                      (981)         (1,599)         (2,752) 
                                        ---------  ----------  --------------  -------------- 
 
(Loss)/profit and total comprehensive 
 income for the year                                    (297)           1,069           4,948 
                                        ---------  ----------  --------------  -------------- 
 
 
Attributable to: 
                                        ---------  ----------  --------------  -------------- 
Owners of the parent company                            (225)           1,063           4,942 
                                        ---------  ----------  --------------  -------------- 
Non-controlling interests                                (72)               6               6 
                                        ---------  ----------  --------------  -------------- 
 
                                                        (297)           1,069           4,948 
                                        ---------  ----------  --------------  -------------- 
 
 
Earnings per share ($)                      6         (0.001)           0.006           0.028 
                                        ---------  ----------  --------------  -------------- 
Diluted earnings per share ($)              6         (0.001)           0.006           0.027 
                                        ---------  ----------  --------------  -------------- 
Adjusted EBITDA                             7           7,905           6,705          15,275 
                                        ---------  ----------  --------------  -------------- 
 

TINYBUILD INC.

CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION

 
                                                     30 June 2021          31 December 
                                                                                  2020 
                                                        Unaudited              Audited 
                                       ----  --------------------  ------------------- 
ASSETS                                 Note                 $'000                $'000 
                                       ----  --------------------  ------------------- 
Non-current assets 
                                       ----  --------------------  ------------------- 
Intangible assets                       8                  21,933               15,141 
                                       ----  --------------------  ------------------- 
Property, plant and equipment: 
                                       ----  --------------------  ------------------- 
   - owned assets                                              87                   87 
                                       ----  --------------------  ------------------- 
   - right-of-use assets                                      573                  673 
                                       ----  --------------------  ------------------- 
Trade and other receivables                                    16                   16 
                                       ----  --------------------  ------------------- 
 
Total non-current assets                                   22,609               15,917 
                                       ----  --------------------  ------------------- 
 
  Current assets 
                                       ----  --------------------  ------------------- 
Trade and other receivables                                 7,926                4,999 
                                       ----  --------------------  ------------------- 
Cash and cash equivalents                                  61,642               26,313 
                                       ----  --------------------  ------------------- 
 
Total current assets                                       69,568               31,312 
                                       ----  --------------------  ------------------- 
 
TOTAL ASSETS                                               92,177               47,229 
                                       ----  --------------------  ------------------- 
 
EQUITY AND LIABILITIES 
 Equity 
                                       ----  --------------------  ------------------- 
Share capital                           10                    202                    1 
                                       ----  --------------------  ------------------- 
Share premium                                              60,877               18,674 
                                       ----  --------------------  ------------------- 
Warrant reserve                                             1,920                    - 
                                       ----  --------------------  ------------------- 
Retained earnings                                          21,853               19,919 
                                       ----  --------------------  ------------------- 
 
Equity attributable to owners of the 
 parent company                                            84,852               38,594 
                                       ----  --------------------  ------------------- 
Non-controlling interest                                       90                  162 
                                       ----  --------------------  ------------------- 
 
Total equity                                               84,942               38,756 
                                       ----  --------------------  ------------------- 
 
LIABILITIES 
                                       ----  --------------------  ------------------- 
Non-current liabilities 
                                       ----  --------------------  ------------------- 
Trade and other payables                                       50                    - 
                                       ----  --------------------  ------------------- 
Lease liabilities                                             356                  442 
                                       ----  --------------------  ------------------- 
Deferred tax liabilities                                    1,663                1,663 
                                       ----  --------------------  ------------------- 
 
Total non-current liabilities                               2,069                2,105 
                                       ----  --------------------  ------------------- 
 
Current liabilities 
                                       ----  --------------------  ------------------- 
Borrowings                                                      -                   13 
                                       ----  --------------------  ------------------- 
Trade and other payables                                    3,355                3,496 
                                       ----  --------------------  ------------------- 
Contract liabilities                                        1,625                2,675 
                                       ----  --------------------  ------------------- 
Lease liabilities                                             186                  184 
                                       ----  --------------------  ------------------- 
 
Total current liabilities                                   5,166                6,368 
                                       ----  --------------------  ------------------- 
 
Total liabilities                                           7,235                8,473 
                                       ----  --------------------  ------------------- 
 
TOTAL EQUITY AND LIABILITIES                               92,177               47,229 
                                       ----  --------------------  ------------------- 
 
 

TINYBUILD INC.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY

 
                Note                Share               Share                Warrant              Retained            Total equity       Non-controlling               Total 
                                  capital             premium                reserve              earnings            attributable              interest              equity 
                                                                                                                         to owners 
                                                                                                                     of the parent 
                                    $'000               $'000                  $'000                 $'000                   $'000                 $'000               $'000 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Balance at 1 
 January 
 2020                                   1              18,674                      -                 9,132                  27,807                   156              27,963 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Profit and 
 total 
 comprehensive 
 income for 
 the period                             -                   -                      -                 1,063                   1,063                     6               1,069 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Transactions 
with owners 
in their 
capacity as 
owners: 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Share-based 
 payments                               -                   -                      -                 3,561                   3,561                     -               3,561 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Total 
 transactions 
 with 
 owners                                 -                   -                      -                 3,561                   3,561                     -               3,561 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Balance at 30 
 June 2020                              1              18,674                      -                13,756                  32,431                   162              32,593 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
 
 
                                    Share               Share                Warrant              Retained            Total equity       Non-controlling               Total 
                                  capital             premium                reserve              earnings            attributable              interest              equity 
                                                                                                                         to owners 
                                                                                                                     of the parent 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
                                    $'000               $'000                  $'000                 $'000                   $'000                 $'000               $'000 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Balance at 1 
 January 
 2021                                   1              18,674                      -                19,919                  38,594                   162              38,756 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Loss and total 
 comprehensive 
 expense for 
 the year                               -                   -                      -                 (225)                   (225)                  (72)               (297) 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Transactions 
with owners 
in their 
capacity as 
owners: 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Share split      10                   178               (178)                      -                     -                       -                     -                   - 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Issue of 
 shares, net 
 of 
 transaction 
 costs           10                    22              44,147                      -                     -                  44,169                     -              44,169 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Issue of 
 shares on 
 exercise 
 of options       10                    1                 154                      -                     -                     155                     -                 155 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Issue of 
 warrants        10                     -             (1,920)                  1,920                     -                       -                     -                   - 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
Share-based 
 payments                               -                   -                      -                 2,159                   2,159                     -               2,159 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Total 
 transactions 
 with 
 owners                               201              42,203                  1,920                 2,159                  46,483                     -              46,483 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
Balance at 30 
 June 2021                            202              60,877                  1,920                21,853                  84,852                    90              84,942 
                ----  -------------------  ------------------  ---------------------  --------------------  ----------------------  --------------------  ------------------ 
 
 
 

TINYBUILD INC.

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

 
                                                     6 months       6 months    Year ended 
                                                     ended 30       ended 30   31 December 
                                                    June 2021      June 2020          2020 
                                                    Unaudited        Audited       Audited 
                                             ----  ----------  -------------  ------------ 
                                             Note       $'000          $'000         $'000 
                                             ----  ----------  -------------  ------------ 
Cash flows from operating activities 
                                             ----  ----------  -------------  ------------ 
Cash generated from operations                11        (566)          6,883        16,470 
                                             ----  ----------  -------------  ------------ 
 
Net cash generated by operating activities              (566)          6,883        16,470 
                                             ----  ----------  -------------  ------------ 
 
Cash flows from investing activities 
                                             ----  ----------  -------------  ------------ 
Software development                                  (5,636)        (2,443)       (6,549) 
                                             ----  ----------  -------------  ------------ 
Purchase of intellectual property                     (2,089)          (180)         (570) 
                                             ----  ----------  -------------  ------------ 
Purchase of property, plant and equipment                   -            (5)          (24) 
                                             ----  ----------  -------------  ------------ 
 
Net cash used in investing activities                 (7,725)        (2,628)       (7,143) 
                                             ----  ----------  -------------  ------------ 
 
Cash flows from financing activities 
                                             ----  ----------  -------------  ------------ 
Proceeds from borrowings                                    -            175           175 
                                             ----  ----------  -------------  ------------ 
Repayment of borrowings                                  (13)              -             - 
                                             ----  ----------  -------------  ------------ 
Proceeds from issuance of ordinary shares,             43,570              -             - 
 net of issuance costs 
                                             ----  ----------  -------------  ------------ 
Proceeds on exercise of share options                     154              -             - 
                                             ----  ----------  -------------  ------------ 
Payment of principal portion of lease 
 liabilities                                             (91)          (107)         (198) 
                                             ----  ----------  -------------  ------------ 
 
Net cash generated by/(used in) financing 
 activities                                            43,620             68          (23) 
                                             ----  ----------  -------------  ------------ 
 
 
Cash and cash equivalents 
                                             ----  ----------  -------------  ------------ 
Net increase in the year                               35,329          4,323         9,304 
                                             ----  ----------  -------------  ------------ 
At beginning of period                                 26,313         17,009        17,009 
                                             ----  ----------  -------------  ------------ 
 
At end of period                                       61,642         21,332        26,313 
                                             ----  ----------  -------------  ------------ 
 
 
 

Non-cash investing activities

The Group purchased the intellectual property rights to four video games, for consideration which included non-cash consideration of $599,000 (see note 8).

During the period, the Group granted 1,511,448 warrants to subscribe for ordinary shares (see note 10) These warrants had a fair value at grant date of $1,919,540.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIODED 30 JUNE 2021

   1         GENERAL INFORMATION 

TinyBuild Inc. ("the Company") is a public company limited by shares, and is registered, domiciled and incorporated in Delaware, USA. The address of the registered office is 127 Bellevue Way SE, Suite 200, Bellevue, WA 98004, United States. On 9 March 2021, the Company's shares were listed on the Alternative Investment Market of the London Stock Exchange ("AIM").

The Group ("the Group") consists of TinyBuild Inc. and all of its subsidiaries. The Group's principal activity is that of an indie video game publisher and developer.

The board of Directors approved this interim financial information on 15 September 2021.

   2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

These condensed, consolidated financial statements for the interim half-year reporting period ended 30 June 2021 have been prepared in accordance with IAS 34 'Interim Financial Reporting'. These interim financial statements do not constitute full financial statements and do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 31 December 2020.

The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Annual Report and Financial Statements for 2020 have been issued and are available on the Group's investor relations' website: https://www.tinybuildinvestors.com/documents-and-presentations.

The Group has applied the same accounting policies and methods of computation in its interim consolidated

financial statements as in its 31 December 2020 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2021 and will be adopted in the 2021 financial statements. There are deemed to be no new and amended standards and/or interpretations that will apply for the first time in the next annual financial statements that are expected to have a material impact on the Group.

Tax charged within the 6 months ended 30 June 2021 has been calculated by applying the effective rate of tax which is expected to apply to the Group for the year ending 31 December 2021 as required by IAS 34 'Interim Financial Reporting'.

The financial statements have been prepared on the historical cost basis except for, where disclosed in the accounting policies, certain financial instruments that are measured at fair value. The financial statements are prepared in US Dollars, which is the functional currency and presentational currency of the Company and all entities within the Group. Monetary amounts in these financial statements are rounded to the nearest thousand US Dollars (US$'000).

   3        SEGMENTAL REPORTING 

IFRS 8 Operating Segments requires that operating segments be identified on the basis of internal reporting and decision-making. The Group identifies operating segments based on internal management reporting that is regularly reported to and reviewed by the Board of directors, which is identified as the chief operating decision maker. Management information is reported as one operating segment, being revenue from self-published franchises and other revenue streams such as royalties, licensing, development and events.

Whilst the chief operating decision maker considers there to be only one segment, the Company's portfolio of games is split between those based on IP owned by the Group and IP owned by a third party and hence to aid the readers understanding of our results, the split of revenue from these two categories is shown below.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

   3        SEGMENTAL REPORTING (CONTINUED) 
 
Game and merchandise royalties   6 months ended  6 months ended    Year ended 
                                   30 June 2021    30 June 2020   31 December 
                                                                         2020 
                                      Unaudited         Audited       Audited 
                                 --------------  --------------  ------------ 
                                          $'000           $'000         $'000 
                                 --------------  --------------  ------------ 
 
Owned IP                                 14,100          12,242        24,683 
                                 --------------  --------------  ------------ 
Third-party IP                            4,050           4,874         9,239 
                                 --------------  --------------  ------------ 
                                                              _             _ 
                                 --------------  --------------  ------------ 
                                         18,150          17,116        33,922 
                                 --------------  --------------  ------------ 
 
 

Five customers were responsible for approximately 80% of the Group's revenues (30 June 2020: four - 73%, 31 December 2020: five - 81%).

The Group has one right-of-use asset located overseas with a carrying value of $39,881 (30 June 2020: $58,287, 31 December 2020: $49,084). All other non-current assets are located in the US.

 
          4 REVENUE                                  6 months     6 months     Year ended 
                                                     ended 30     ended 30    31 December 
                                                    June 2021    June 2020           2020 
                                                    Unaudited      Audited        Audited 
          An analysis of the Group's revenue            $'000        $'000          $'000 
           is as follows: 
 
          Revenue analysed by class of business 
          Game and merchandise royalties               18,150       17,116         33,922 
          Development services                            224          980          2,917 
          Events                                          252          414            809 
 
                                                       18,626       18,510         37,648 
 
 
 
 
          5 IPO TRANSACTION COSTS   6 months ended  6 months ended    Year ended 
                                      30 June 2021    30 June 2020   31 December 
                                                                            2020 
                                         Unaudited         Audited       Audited 
                                    --------------  --------------  ------------ 
                                             $'000           $'000         $'000 
                                    --------------  --------------  ------------ 
 
          IPO related costs                  4,409               -           467 
                                    --------------  --------------  ------------ 
 
 

IPO transaction costs in the 6 months ended 30 June 2021 relate to significant one-off costs, which have not been deducted from equity, associated with the Group's admission onto AIM in March 2021. The costs comprise advisors' fees, stock exchange listing fees and other IPO costs. Costs totalling $8,593,000 incurred in association with the IPO which met IAS 32 definition of transaction costs (being incremental and directly related to the issuance of new equity instruments and which would have been avoided had the instruments not been issued) have been deducted from share premium.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

 
          6 EARNINGS PER SHARE 
          The Group reports basic and diluted earnings per common share. Basic 
           earnings per share is calculated by dividing the profit attributable 
           to common shareholders of the Company by the weighted average number 
           of common shares outstanding during the period. 
 
           Diluted earnings per share is determined by adjusting the profit attributable 
           to common shareholders by the weighted average number of common shares 
           outstanding, taking into account the effects of all potential dilutive 
           common shares, including options. 
                                                                            6 months        6 months ended            Year ended 
                                                                            ended 30          30 June 2020           31 December 
                                                                           June 2021                                        2020 
                                                              ----------------------  --------------------  -------------------- 
                                                                           Unaudited               Audited               Audited 
                                                              ----------------------  --------------------  -------------------- 
                                                                               $'000                 $'000                 $'000 
                                                              ----------------------  --------------------  -------------------- 
          Total comprehensive (loss)/income attributable 
           to the owners of the company                                        (225)                 1,063                 4,942 
                                                              ----------------------  --------------------  -------------------- 
          Weighted average number of shares                              192,047,223           179,602,538           179,602,538 
                                                              ----------------------  --------------------  -------------------- 
 
          Basic earnings per share ($)                                       (0.001)                 0.006                 0.028 
                                                              ----------------------  --------------------  -------------------- 
 
 
 
 
                                                             6 months  6 months ended    Year ended 
                                                             ended 30    30 June 2020   31 December 
                                                            June 2021                          2020 
                                                            Unaudited         Audited       Audited 
                                                      ---------------  --------------  ------------ 
                                                                $'000           $'000         $'000 
                                                      ---------------  --------------  ------------ 
          Total comprehensive income attributable 
           to the owners of the company                         (225)           1,063         4,942 
                                                      ---------------  --------------  ------------ 
          Weighted average number of shares               192,047,223     179,602,538   179,602,538 
                                                      ---------------  --------------  ------------ 
          Dilutive effect of share options                          -       2,393,223     2,739,413 
                                                      ---------------  --------------  ------------ 
 
          Weighted average number of diluted shares       192,047,223     181,995,761   182,341,950 
                                                      ---------------  --------------  ------------ 
 
          Diluted earnings per share ($)                      (0.001)           0.006         0.027 
                                                      ---------------  --------------  ------------ 
 
 

Pursuant to IAS 33, options whose exercise price is higher than the value of the Company's security were not taken into account in determining the effect of dilutive instruments. The calculation of diluted earnings per share does not assume conversion, exercise, or other issue of potential ordinary shares that would have an antidilutive effect on earnings per share.

The earnings per share disclosed for the 6 months ended 30 June 2020 and year ended 31 December 2020 have been adjusted for the stock split occurring in 2021 (see note 10).

   7        ADJUSTED EBITDA 

The Directors of the Group have presented the performance measure adjusted EBITDA as they monitor this performance measure at a consolidated level and they believe this measure is relevant to an understanding of the Group's financial performance. Adjusted EBITDA is calculated by adjusting profit from continuing operations to exclude the impact of taxation, net finance costs, share-based payment expenses, depreciation, amortisation of purchased intellectual property and IPO transaction costs. Adjusted EBITDA is not a defined performance measure in IFRS. The Group's definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

 
          7 ADJUSTED EBITDA (CONTINUED)                              6 months       6 months    Year ended 
                                                                        ended          ended   31 December 
                                                                 30 June 2021   30 June 2020          2020 
                                                                    Unaudited        Audited       Audited 
                                                          -------------------  -------------  ------------ 
                                                                        $'000          $'000         $'000 
                                                          -------------------  -------------  ------------ 
 
          (Loss)/profit for the period                                  (297)          1,069         4,948 
                                                          -------------------  -------------  ------------ 
          Income tax expense                                              981          1,599         2,752 
                                                          -------------------  -------------  ------------ 
          Finance costs                                                     9             11            21 
                                                          -------------------  -------------  ------------ 
          Finance income                                                  (4)           (55)          (57) 
                                                          -------------------  -------------  ------------ 
          Share-based payment expenses                                  2,159          3,561         5,845 
                                                          -------------------  -------------  ------------ 
          Amortisation of purchased intellectual 
           property                                                       547            402         1,222 
                                                          -------------------  -------------  ------------ 
          Depreciation of property, plant and equipment                   101            118           239 
                                                          -------------------  -------------  ------------ 
          IPO transaction costs                                         4,409              -           467 
                                                          -------------------  -------------  ------------ 
          Other operating income                                            -              -         (162) 
                                                          -------------------  -------------  ------------ 
 
          Adjusted EBITDA                                               7,905          6,705        15,275 
                                                          -------------------  -------------  ------------ 
 
 
 
          8 INTANGIBLE ASSETS                           Purchased  Software development              Total 
                                                     intellectual                 costs 
                                                         property 
                                                            $'000                 $'000              $'000 
                                               ------------------  --------------------  ----------------- 
          Cost: 
                                               ------------------  --------------------  ----------------- 
          As at 1 January 2020                              5,600                10,578             16,178 
                                               ------------------  --------------------  ----------------- 
          Additions - internally generated                      -                 6,549              6,549 
                                               ------------------  --------------------  ----------------- 
          Additions - separately acquired                     570                     -                570 
                                               ------------------  --------------------  ----------------- 
 
          As at 31 December 2020                            6,170                17,127             23,297 
                                               ------------------  --------------------  ----------------- 
          Additions - internally generated                      -                 5,636              5,636 
                                               ------------------  --------------------  ----------------- 
          Additions - separately acquired                   2,688                     -              2,688 
                                               ------------------  --------------------  ----------------- 
          Transfers                                           645                 (645)                  - 
                                               ------------------  --------------------  ----------------- 
 
          As at 30 June 2021                                9,503                22,118             31,621 
                                               ------------------  --------------------  ----------------- 
 
 
          Amortisation and impairment: 
                                               ------------------  --------------------  ----------------- 
          As at 1 January 2020                                267                 2,568              2,835 
                                               ------------------  --------------------  ----------------- 
          Amortisation charge for the year                    819                 4,502              5,321 
                                               ------------------  --------------------  ----------------- 
 
          As at 31 December 2020                            1,086                 7,070              8,156 
                                               ------------------  --------------------  ----------------- 
          Amortisation charge for the period                  547                   985              1,532 
                                               ------------------  --------------------  ----------------- 
 
          As at 30 June 2021                                1,633                 8,055              9,688 
                                               ------------------  --------------------  ----------------- 
 
 
          Carrying amount: 
                                               ------------------  --------------------  ----------------- 
          As at 30 June 2021                                7,870                14,063             21,933 
                                               ------------------  --------------------  ----------------- 
 
          As at 31 December 2020                            5,084                10,057             15,141 
                                               ------------------  --------------------  ----------------- 
 
 

During the period, the Group purchased the intellectual property rights to four video games for total consideration of $3,333,000, including non-cash consideration of $599,000 and transfers from software development costs of $645,000. Amortisation of purchased intellectual property is recognised within general administrative expense in the Statement of Comprehensive Income. Amortisation of software development costs is recognised within cost of sales in the Statement of Comprehensive Income.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

   9        SHARE-BASED PAYMENTS 

The Group operates two share-based plans, the Equity Incentive Plan and a Stock Restriction Agreement, which are detailed as follows:

The Stock Restriction Agreement is a plan that provides for grants of Restricted Stock Awards (RSA) for the founders of the company. The awarded shares are made in the Company's ordinary share capital. The fair value of the RSAs is estimated by using the Black-Scholes valuation model on the date of grant, based on certain assumptions, and is charged on a straight-line basis over the required service period, normally two to three years. The fair value of the 2017 grant is $8.98 per share and the 2019 grant is $40.21 per share. The RSAs vest in instalments every three months over the service period. Each instalment has been treated as a separate share option grant because each instalment has a different vesting period. This plan is equity-settled. The plan was fully settled upon admission to trading. A reconciliation of RSAs is as follows:

 
                                                                    31 December 
                                                          30 June          2020 
                                                             2021 
 
          Opening RSA outstanding                         191,220       367,730 
          RSA granted                                           -             - 
          RSA vested                                    (191,220)     (176,510) 
 
          Closing RSA outstanding                               -       191,220 
 
 
          Weighted average remaining contractual 
           life in years                                        -          1.08 
 

The company has an Equity Incentive Plan that provides for the issuance of non-qualified stock options to officers and other employees that have a contracted term of 10 years and generally vest over four years. The stock options are granted on shares issued by the company. A reconciliation of share option movements is shown below:

 
                                             Number     Weighted         Number     Weighted        Weighted 
                                         of options      average     of options      average         average 
                                        outstanding     exercise    exercisable     exercise       remaining 
                                                       price ($)                   price ($)     contractual 
                                                                                                life (years) 
          At 31 December 2020                21,100        42.41         11,815        13.33            8.08 
          Adjust for stock split 
           (see note 10)                  2,718,246         0.33 
          Granted during the period         692,756         1.59 
          Exercised during the 
           period                         (489,836)         0.07 
 
          At 30 June 2021                 2,942,266         0.58      1,845,436         0.17            7.99 
 
 

During the period covered by the financial statements, no options expired or were forfeited. Options granted during the year were valued using the Black-Scholes option-pricing model. The fair value per option granted during the period covered by the financial statements and the assumptions used in the calculation are as follows:

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

   9        SHARE-BASED PAYMENTS (CONTINUED) 
 
                                                                                    Grant date 
                                                     3   25 November 
                                              February          2020   15 October     17 April 
                                                  2021                       2020         2020 
          Share price at grant date              $1.59         $1.59        $1.06        $0.33 
          Exercise price                         $1.59         $1.59        $1.06        $0.33 
          Option life                             6.25          6.25         6.25         6.25 
          Expected volatility                   60.00%        60.00%       60.00%       60.00% 
          Expected dividends                     0.00%         0.00%        0.00%        0.00% 
          Discount rate                          0.25%         0.25%        0.25%        0.25% 
          Weighted average fair value per 
           option                                $0.66         $0.66        $0.44        $0.14 
 

Expected volatility is estimated based on the historic volatility (based on the expected term) and the historical volatility of comparable public peers over the same period. The 2020 grants have been adjusted to reflect the impact of the stock split (see note 10).

 
          10 SHARE CAPITAL                                         31 December 
                                                     30 June 2021         2020 
                                                        Unaudited      Audited 
                                                     ------------  ----------- 
                                                           Number       Number 
                                                     ------------  ----------- 
          Class of share 
                                                     ------------  ----------- 
          Ordinary shares of $0.001 each              201,744,118    1,059,052 
                                                     ------------  ----------- 
          Series Seed preferred shares of $0.001 
           each                                                 -      125,755 
                                                     ------------  ----------- 
          Series A preferred shares of $0.001 
           each                                                 -      198,560 
                                                     ------------  ----------- 
 
 
                                                                   31 December 
                                                     30 June 2021         2020 
                                                     ------------  ----------- 
                                                        Unaudited      Audited 
                                                     ------------  ----------- 
                                                                $            $ 
                                                     ------------  ----------- 
          Class of share 
                                                     ------------  ----------- 
          Ordinary shares of $0.001 each                  201,744        1,059 
                                                     ------------  ----------- 
          Series Seed preferred shares of $0.001 
           each                                                 -          126 
                                                     ------------  ----------- 
          Series A preferred shares of $0.001 
           each                                                 -          199 
                                                     ------------  ----------- 
 
                                                          201,744        1,384 
  -------------------------------------------------  ------------  ----------- 
 
 

On 26 February 2021, 324,315 preferred shares were converted into 324,315 ordinary shares. The Company then completed a stock split pursuant to which 1,383,367 ordinary shares of $0.001 each were split into 179,597,639 shares of $0.001 each.

On 9 March 2021, the Company's shares were listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). A total of 21,438,985 new ordinary shares were issued in the placing at the placing price of 169 pence per share. Share premium, net of transaction costs, totalling $44,147,000 has been recognised on the transaction.

During the period, 692,756 share options were issued to employees and contractors at an exercise price of $1.59 per share.

During the period, 489,836 share options were exercised at an exercise price of $0.07 per share. Share premium totalling $34,000 has been recognised on the transaction.

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

   10      SHARE CAPITAL (CONTINUED) 

During the period, 51,454 shares were issued to the Non-Executive Chairman at the placing price of 169 pence per share. Share premium totalling $120,000 has been recognised on the transaction.

During the period, 166,204 shares were issued as partial consideration for the acquisition of intellectual property (see note 8).

On 3 March 2021, the Company granted Zeus Capital 1,511,448 warrants to subscribe for ordinary shares. Each warrant confers the right, exercisable only if the share price exceeds 253 pence per share, to subscribe in cash for one ordinary share at the placing price of 169 pence per share. The warrants are only exercisable during the period from 9 September 2022 to 9 March 2031. The fair value of this warrant instrument has been calculated using a lattice model, giving a total fair value of $1,919,540. This amount has been recognised within the warrant reserve with a corresponding decrease in the share premium account.

 
         11 CASH GENERATED FROM OPERATIONS                        6 months                    Year ended 
                                                                     ended  6 months ended   31 December 
                                                              30 June 2021    30 June 2020          2020 
                                                                 Unaudited         Audited       Audited 
                                                      --------------------  --------------  ------------ 
                                                                     $'000           $'000         $'000 
                                                      --------------------  --------------  ------------ 
 
          (Loss)/profit for the year                                 (297)           1,069         4,948 
                                                      --------------------  --------------  ------------ 
          Adjustments for: 
                                                      --------------------  --------------  ------------ 
          Share-based payments                                       2,159           3,561         5,845 
                                                      --------------------  --------------  ------------ 
          Amortisation of intangible assets                          1,532           2,580         5,321 
                                                      --------------------  --------------  ------------ 
          Depreciation of tangible fixed assets                        101             118           239 
                                                      --------------------  --------------  ------------ 
          Foreign exchange (gains)/losses                              (2)               -             5 
                                                      --------------------  --------------  ------------ 
          Finance costs                                                  9              11            21 
                                                      --------------------  --------------  ------------ 
 
          Movements in working capital: 
                                                      --------------------  --------------  ------------ 
          (Increase)/decrease in receivables                       (2,927)         (1,251)       (1,299) 
                                                      --------------------  --------------  ------------ 
          Increase/(decrease) in payables                          (1,141)            (55)           511 
                                                      --------------------  --------------  ------------ 
          Increase/(decrease) in deferred tax 
           liability                                                     -             850           879 
                                                      --------------------  --------------  ------------ 
 
          Cash (used in)/generated from operations                   (566)           6,883        16,470 
                                                      --------------------  --------------  ------------ 
 
 
   12      RELATED PARTY TRANSACTIONS 

An analysis of key management personnel remuneration is set out below:

 
          Key management personnel remuneration        6 months                     Year ended 
                                                          ended   6 months ended   31 December 
                                                   30 June 2021     30 June 2020          2020 
                                                      Unaudited          Audited       Audited 
                                                  -------------  ---------------  ------------ 
                                                          $'000            $'000         $'000 
                                                  -------------  ---------------  ------------ 
 
          Aggregate emoluments                              758              410         1,552 
                                                  -------------  ---------------  ------------ 
          Equity-settled share-based payments             2,001            5,789         5,801 
                                                  -------------  ---------------  ------------ 
 
                                                          2,759            6,199         7,353 
                                                  -------------  ---------------  ------------ 
 
 

TINYBUILD INC.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

   12      RELATED PARTY TRANSACTIONS (CONTINUED) 

Transactions with other related parties

The wife of the Company's CEO is a member and manager of DevGAMM LLC and pursuant to an agreement tied to her continued service to DevGAMM LLC, her membership interest in the company increased from 40% to 51% during the six month period ended 30 June 2021. The results of DevGamm LLC are included in the consolidation on the basis of control.

There were no other related party transactions during the period which require disclosure.

   13      SUBSEQUENT EVENTS 

In August tinyBuild announced the acquihire of Animal, for a total consideration up to a max of $10.2 million, split approximately 30%-70% between cash and newly issued tinyBuild shares, including upfront and deferred payments over the next three financial years.

In September we announced the acquihire of Bad Pixel, the development studio behind the very popular open world game Deadside, for a total consideration of up to $17.1m, including upfront and deferred payments over the next three financial years.

tinyBuild secured a new credit facility of $25m (expiry September 2022) on favorable terms with Bank of America. The new credit facility has been designed to expand tinyBuild's financial capacity in the event of larger M&A deals, while having minimal impact on P&L and cash flow if not used.

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September 15, 2021 02:00 ET (06:00 GMT)

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