At the beginning of 2024 fans of Cloud Imperium Games were ecstatic. The company's cash shop had posted another year of record sales of $117.6 million, a year-over-year increase of 3.5%. But in the financial report for 2022 posted to the CIG corporate website, the company revealed worker headcount increased in 2023 from 860 employees to over 1100. Did the overall company revenue match the nearly 30% spike in employees? In a filing with UK Companies House on Friday, the answer apparently is no.
For the second year in a row, Cloud Imperium UK Ltd filed its annual accounts late. Why should followers of games like Squadron 42 or Star Citizen care? Because Cloud Imperium UK Ltd is the "Rest of the World" category in CIG's annual financial reports. The company describes itself in its strategic report as follows:
Principal Activities
Cloud Imperium UK Ltd. operates from the UK managing the rights for the video games Star Citizen and Squadron 42 outside of the US market. Cloud Imperium UK Ltd. generates its revenues from its subsidiary, Roberts Space Industries International Limited, a company engaged with publishing activities for worldwide markets excluding USA. From its revenues, it directly funds Cloud Imperium Games Limited, the largest video game development presence in the Cloud imperium Group and all other non-publishing activities pertaining to Star Citizen and Squadron 42 outside of the USA.
Looking at the Group Statement of Comprehensive Income one can see that the Group recorded a loss of £8.4 million, compared to a profit of £8.5 million in 2022. Here is CIG's explanation.
Fair review of the business
During the year ended 31 December 2023, the Cloud Imperium UK Ltd. group ("the Group") reported revenue of E47.9m (2022: E44.6m) following various alpha releases made during the year. Costs have risen to E67.7m (2022: E43.2m) as the Group continues to progress with the development of the video game Squadron 42, but to which it has added the development of Star Citizen. The primary development for Star Citizen is being undertaken from the UK following the early alpha release version at the end of 2022, which introduced persistence into the game and marked the end of that phase of development. The road to commercial release for the full Star Citizen game is being undertaken in the UK. As usual the publishing activities associated with the video game Star Citizen outside of the US continue to be undertaken within the UK group. Other operating income has increased to E 11.8m (2022: E6.9m) as a result of an increased video game tax credit arising from increased development activities in the UK, with the Group recognising a loss ofE8.4m (2022: E8.5m profit). At 31 December 2023, the group reported net assets of E33.3m (2022: E40.9m).
This loss is consistent with the mid to long term goals of the business aimed at commercial release of the games in development and in particular the cost committed to the development of Squadron 42 to get it to a stage where it can prepare for future commercial release with greater visibility and control.
The passage suggests that with development for Star Citizen now occurring in Manchester that costs in the US should have decreased significantly. But in 2022 the average number of employees working for Cloud Imperium UK each month jumped 49%, from 573 in 2022 to 854 in 2023. Given the total number of employees world-wide jumped to over 1100, headcount in the U.S. probably remained steady.
One of the problems with just viewing the financial information from the UK is that increased costs in one half of the company could result in lower costs in the U.S. Observers will need to await the posting of the comprehensive financial report for 2023 to appear on the CIG corporate website for actual profit or loss figures.
With the boring but required coverage of Cloud Imperium UK Ltd's losses out of the way, let's get to the interesting stuff.
The Turbulent Acquisition - When last year's strategic report revealed CIG purchased
the remaining 75% of Turbulent for CA$9.8 million, I was awaiting fuller details about the transaction in this year's accounts. For those not familiar with CIG and its history, an explanation from the Group Statement of Comprehensive Income is below.
On 1 July 2023, the group acquired the remaining 75% of the issued share capital of Turbulent Media Inc., taking the group's total equity interest to 100%, for a total consideration of £4,330,702.
Cloud Imperium UK Ltd. and Turbulent Media Inc. have successfully collaborated since 2012 on the ongoing evolution of Star Citizen, the iconic Massively Multiplayer AAA video game currently in development. Turbulent Media Inc. is based in Montreal, Quebec in Canada.
Turbulent Media Inc. has been integral to the development of Star Citizen has equally been integral to the development of our e-commerce platform, building our marketing and platform infrastructure, and now to actively contributing to the development of Star Citizen and SQ42. Management recognises the shared cultural values and passions between the two companies, which have helped create a natural synergy and development pipeline for our joint projects over the past decade.
Management have estimated the useful life of the goodwill to be 10 years. The acquired software is integral to the daily development of Star Citizen that has now been moved to the UK. The strong customer relationships will generate external revenue for the group. The group will now utilise the assembled workforce to continue the development of Star Citizen and SQ42.
Upon derecognition of the investment in associate, the share of historical profits and amortisation of Goodwill of the investment have been recycled against retained earnings in accordance with FRS102.
The total consideration of £4,330,702 was CA$7.2 million at the exchange rate on 1 July 2023.
Reading the final details of the deal were amusing as CIG was able to consider £2.9 million owed to Turbulent wiped off the books. Also, payments owed to the two co-founders of Turbulent, Benoit Beausejour and Marc Beaudet, count as employment expenses of £1,945,744. The payments were contingent on the pair staying with CIG for two years. I believe the two-year period is over on 1 July 2025.
The Put Option - Last year a conflict arose over a financial arrangement made between the Calders and CIG when they made their initial investment into the company. The continued existence of the put option, however, is still causing conflicts between CIG and their independent auditors, PwC.
The auditor explained why the audit could only give a qualified opinion on the accuracy of the financial accounts.
Basis for qualified opinion
The Group and Company have disclosed a contingent liability within note 31 of the financial statements. This is a put option entered into by the Company in 2018 with certain minority sharehotders which, if exercised, would result in a contractual obligation for the company to deliver cash or another financial asset to the holders in exchange for the shares. In accordance with FRS 102 this should have been recognised as a financial liability within the balance sheet. After initial recognition, the liability should have been subsequently measured in accordance with section 11 and section 12 of FRS 102 with the changes recognised within the Statement of Comprehensive Income. Management has outlined a valuation within Note 31 which is material, however, we were unable to obtain sufficient appropriate audit evidence in relation to this balance and so have qualified our opinion in respect of this put option.
The put option as described at Note 31 is a bit confusing. First the description.
A contingent liability exists with respect to 1,877 ,400 (2022: 1,877,400) of the 11,745,920 (2022: 11,715,800) issued shares as of 31 December 2023. The holders of these shares have the right to put their shares back to the Company for repurchase at a minimum return premium of 6% per annum on the initial purchase price. For 1,599,900 (2022: 1,599,900) shares they also have a value formula based upon the three years' average revenue leading up to the start of the exercise period.
The timing of when the option may be exercised is unusual. The clock doesn't start running on the decision period until CIG completes its accounting for the fiscal period. A move that makes sense since in at least one instance the payout is determined by a formula that extends for three years.
For 1,599,900 (2022: 277,500 shares were exercisable between 01 January 2024 and 31 March 2024) shares their first put rights are exercisable within 30 days of the financial statements being delivered for the year ended 31 December 2025 and within 30 days of the financial statements being delivered for the year ended 31 December 2028 and for all shares (2022: 1,877,400). Separately 277,500 shares are exercisable on 31 December 2027.
Based upon representations from the holders and given the company's financial position, budgets and forecasts the company currently assesses the probability of the holders exercising their put rights to be remote.
So according to the above, Klein can exercise a put option within 30 days of the financial statements being delivered for the years 2027 and 2028. For the Calders, the years are the end of 2025 and 2028. I had been under the impression a decision was required in the first quarter of those years.
The explanation for why CIG did not want to include the contingent liability is because, to summarize, the terms are confusing. How confusing? Here's the example CIG included in the accounts.
Consequently, consistent with prior years, the company has not recognised this put option as a financial liability measured at the net present value of the expected payments. If it were to do so at the minimum return value on the investment for those shares it would generate a liability with a present value of £30.4m at 31 December 2023 (2022: £31.1m) using a discount rate of 10% (2022: 7.32%). This would rise to £44.6m (2022: £47.8m), based upon a multiple applied to an estimate of three prior years revenue leading up to the exercise dates. There are many assumptions underpinning the calculation multiple before the probability of it being exercised is considered, and the fact that this is considered remote is the primary reason for not recognising the uncertain net present value of this potential contingent liability.
Of course, the claim that any of the shareholders wishing to take advantage of the put option is so remote the company didn't need to consider the possibility did not fly with the auditor. But if a put option is exercised at the end of 2028 probably would exceed $100 million.
Post balance sheet events - A loss of £8.4 million is possibly an accounting trick for tax purposes. The acquisition of Turbulent was possibly a shrewd move, especially considering the expenditure was much less than reported in the 2022 company accounts. The put options are complicated affairs that shareholders probably won't exercise in the next few years, if ever. But then we get down to the post balance sheet events. These are financially significant events that don't affect the evaluated year's balance sheet.
The first is
the sale of 247,520 shares to an existing shareholder on 15 January 2025. The sale price of each share was $20.20, making the purchase $5 million, or £4.1 million at the day's exchange rate. The fact the buyer was an existing shareholder was a new detail not known before the release of the accounts.
The second is a previously unknown event. On 3 March 2025 CIG borrowed £10 million, or $12.6 million from an existing shareholder. While the identity of the shareholder is unknown, the principal of the loan is due on 31 December 2027.
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From page 6 of the 2023 company accounts |
Looking back, Cloud Imperium UK Ltd posting an £8.4 million loss two years ago is potentially embarrassing but without the figures from the U.S. portion of the operation, explainable. The fact that the auditor of the report could only give a qualified opinion on the facts surrounding the Calders' put option, a contingent liability potentially larger than CIG's assets, is worrisome. Especially since the liability is likely to exist for the next 5 years. But the raising of £14.1 million ($17.6 million) over the past 3 months is part of a series of events since the end of 2023 that leads one to believe CIG is in financial trouble.