Thunderful Group FY2023 Earnings Release
Download PDFThunderful Group
Annual Report 2023
Thunderful Group was founded in 2019 as a company with
the opportunity to provide creative, high-quality entertain –
ment products to people of all ages.
We are driven by our vision “To be a leader in a world
where everyone can play”, and we work actively with devel –
opment, publishing and investment in games, as well as dis –
tribution of Nintendo products, games, game accessories
and toys. Our operations
fulfil an important function, in which our
product and service range today creates conditions for cre –
ativity and learning, as well as digital communication and
entertainment.
We work continuously to develop our offering and a sus –
tainable value chain. This generates value for our cus tomers
and other stakeholders, while strengthening our position as a
supplier of creative entertainment products also in the future.
Our mission
is to provide cre ative
entertainment
products of the
highest quality for
people of all ages
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Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
Our segments
Games
Today, playing games is the most common form of entertain-
ment, and the gaming sector is by far the largest sector in
entertainment. Our Games segment develops games, pub –
lishes games and invests in game projects, with operations
conducted within four reve nue streams: IP-Building, Co-
Development, Partners, and Investment. Distribution
Our Distribution segment is active in the distribution of Nin
–
tendo products, games, gaming accessories and toys. Our
aim is always to achieve this efficiently and sustainably.
Operations are conducted through the three subgroups
Bergsala, Amo Toys, and Nordic Game Supply.
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#519
Contents
Introduction
This is Thunderful Group05
CEO Comment 08
Targets and target fulfilment 12
Strategy
Market and Trends 14
Value Chain 19
Strategic Focus Areas 20
Sustainability
General Management 23
Environment 24
Social 26
Governance 28
Operations
Games 31
IP-Building 32
Co-Development 34
Partners 36
Investment 37
Distribution 41
Bergsala 42
Amo Toys 44
Nordic Game Supply 45
Game:
SteamWorld Build
Studio: The Station Thunderful as an Investment
The Share and Owners 46
Risks and Risk Management 48
Corporate Governance
Corporate Governance Report 54
Board of Directors 60
Group Management 61
Remuneration
Remuneration Report 62
Financial Statements
Board of Directors’ Report 64
Consolidated Financial Statements 70
Parent Company Financial Statements 75
Notes 80
Audit Report 108
Other Information
Financial Calendar 110
Contact 110
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
#519
SEK 2.8 bn
Thunderful Group
– an international
group in games and
entertainment
Thunderful Group is an international corporation that develops,
publishes and invests in games as well as distributing Nintendo
products, games, game accessories and toys. Operations are
conducted through the two segments Games and Distribution.
Net Sales 2023
Employees per 31 December 2023
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#2
High industry expertise and ent repreneurial spiri t
Thunderful Group is the result of a merger of several differ –
ent companies, where the companies are increasingly man –
aged based on an overall group strategy and management.
The goal is to run the Group’s various operations in a good
balance between entrepreneurial drive and common strate –
gies and control processes.
International presence
Through its two segments and diversified operations,
Thunderful Group has a strong international position
and presence.
The Group has a diversified busi –
ness with a common purpose
Successful products and partnerships
Through the Games segment, Thunderful Group has had
several successful game launches, and has now a broad
portfolio of various IPs. This is an important success factor
for the Group, together with the fact that the Group, through
Bergsala, since 1981 has had the Nordic distribution opera –
tions for Nintendo products. The Group also has a wide
product range of popular games, game accessories and toys.
Cash flows from Distribution
The Group’s positive cash flows from the Distribution seg –
ment are invested in the Games segment to enable higher
returns.
#8
Segments Countries
Thunderful creates, publishes and distributes entertainment products to a
broad target group in the Nordics and globally. The two complementary
segmens enable cash flows from Thunderful Group’s Distribution business
to be reallocated to the Games segment, where a higher growth rate and
return on invested capital can be achieved.
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
Nordic Game SupplyAmo Toys
International
presence
Our business model
Sweden
Gothenburg (HQ)
Karlshamn
Kungsbacka
Malmö
Stockholm
Skövde
Norway
Larvik
Denmark
Copenhagen
Aarhus
Finland
HelsinkiUK
Newcastle
Guildford
Germany
Cologne
Berlin
Spain
Madrid
China
Hong Kong
Games
Potential for high growth and profitability
Cash flowDistribution
High cash flow generation and stable growth
Read more about Thunderful
Group’s operations on page 30.
IP-Building
Partners Co-Development
Bergsala
Investment
1 5% 85%
63% 27%
Share of net sales Share of net sales
Share of adjusted EBITDA Share of adjusted EBITDA
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As the company is evolving,
we have an opportunity to
set a clearer str ategy
Since its inception, Thunderful Group’s strategy has been to
invest cash flow from the stable distribution segment into the
games segment, where there is higher potential in growth
and margins. However, that strategy has encountered chal –
lenges in recent years as the cash flow generated within the
Group has not reached a sufficient level to create a balance
between our investment commitments and our financial
investment capacity.
As well as cost cutting through our ongoing restructuring,
we have also begun implementing a new organisational
structure with clearer governance, internal reporting and
forecasting, as well as higher accountability and a culture
of collaboration. A new Group Executive Management Team
was formed for our three primary business areas: game
development and game publishing (both under the Games
segment), and physical distribution (which has its own seg –
ment). I am delighted with the skill and experience of this
management team, and the drive and engagement every –
one brings to the table.
Distribution: strong growth for Amo Toys and a stable
year for Bergsala
In the Distribution segment, the Bergsala and Amo Toys
operations have performed well during the year 2023.
The Nintendo partnership is as strong as ever and Switch
sales with gaming software and accessories remain strong
When I took over as CEO in the autumn, I initiated the work of setting a clearer stra –
tegic focus and improving our work processes in order to continue developing and
growing the Group. However, towards the end of the year it became obvious that the
Group’s financial capacity and cash flows were not adequate for the investments
previously committed to. After the end of 2023, a far-reaching restructuring program
was therefore initiated, a necessary step in laying a stable foundation with a sharper
focus on the areas that offer the best potential for future growth and profitability. In
order to further streamline the Group’s business and ensure its continued operation,
a divestment of the Group’s distribution operations has been proposed, subject to
the approval of the shareholders at the upcoming general meeting.
even as the console enters its eighth year. Nintendo has
announced that, before April 2025, they will introduce a suc –
cessor to the Switch to be launched in early 2025, however
exactly when the launch will happen has yet to be disclosed.
Amo Toys has developed very well during the year and the
Soft Toys category, performed particularly well, especially
during the Christmas season. We believe that Amo Toys has
now found a stable level, and we are working to get the com –
pany to add further successes in other product categories
for even higher growth moving forward.
We are continuing our efforts to optimise working capital
tie-up for both operations. One key aspect is how we man –
age our stock levels; Bergsala especially held a slight excess
of stock during parts of the year. Closer cooperation between
purchasing, logistics and sales will also help in fur ther opti –
mising our processes.
Conversely, Nordic Game Supply has faced huge chal –
lenges during the year. The company operates on a heavily
competitive market, and has not managed to find its way
back to a functioning commercial business model. We there –
fore decided to carry out a strategic review of the business
and after the end of the year it was announced that Nordic
Game Supply will be divested.
CEO Comment
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
Games: historical over-investment leads to
restructuring to form a new basis for commercial
returns and future growth
We have many creative and engaged people in our Games
segment. Unfortunately, as an organisation it has not man-
aged to generate sufficient return on investments in acquisi –
tions and game development projects, which led to the
impairment of goodwill and capitalised game development
expenditure during the fourth quarter.
As our financial situation is now forcing us to reduce our rate
of investment, we are prioritising the projects that have the
highest potential to produce good returns in the future.
Unfortunately, this has led to a need to streamline our opera –
tion and make redundancies. This is necessary to establish a
stable financial foundation on which we can build.
Going forward, we will improve the Games segment in sev –
eral areas to ensure that our games become more commer –
cially successful.
We will introduce clearer management of our studios and
frameworks in our game development projects. Gaming
is a creative industry, but both creativity and structure
are needed if we are to deliver quality games that offer a
good return on investment. We have the creativity and the
engagement within Thunderful Group, and we will now be
adding the necessary structures and processer to achieve
greater commercial success. We will also implement a more clearly defined portfolio
strategy regarding which games we develop and release.
We want players to know what they can expect from a
Thunderful game. With improved targeting of our strong
points, over time we will hone and optimise our expertise
in selected areas. This is particularly true on the sales and
marketing side, where it will be easier for us to build the busi
–
ness and reach out to our player community. Thunderful has
historically been strong in interesting stories, characters and
worlds, and we will build on this strength.
The balance between own IP projects and external projects
(income stream IP-building) and commissioned projects
(income stream Co-Development) will be reviewed. Projects
based on our own financed proprietary IP have greater
potential for good profit margins, but also entail a higher
risk in terms of investment commitment. Meanwhile, available
co-development projects in the market have declined, with
the result that in-house IP projects now form a larger share
of our portfolio. Our goal is to have a portfolio with a well
thought out balance and risk profile, but how quickly we
can achieve this depends largely on the market.
I am convinced that Thunderful has
a very bright future ahead.
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Key performance indicators
Group20232022 Δ%
Net sales, MSEK 2,818.22 ,95 3 . 3 –4.6%
Gross profit, MSEK 1 , 0 67.11,102.5 –3.2%
Gross margin, % 3 7.9 %3 7. 3 %
EBITA, MSEK –4,62 7 9. 3–101.6%
Adjusted EBITA , MSEK 7, 7284.8 – 9 7. 3 %
Adjusted EBITA margin, % 0.3%9. 6%
EBITDA, MSEK 229.6370.1–38.0%
Adjusted EBITDA , MSEK 241 .9375.6–35.6%
Adjusted EBITDA margin, % 8.6%12.7%
Operating result (EBIT), MSEK –609.3196.1–41 0.8%
Operating margin (EBIT margin), % –21.6%6.6%
Profit/loss for the period, MSEK –609.4121.2– 6 0 2 .9%
Net core working capital, MSEK 5 2 7. 8705.8–25.2%
Cash flow from operating activities, MSEK 315.4530.4–40.5%
Interest-bearing net debt, MSEK 402.12 49. 7 61 .1%
Interest-bearing net debt/adjusted EBITDA R12M 1.70.71 42 .9%
Earnings per share before dilution, SEK –8.671.72–604.1%
Earnings per share after dilution, SEK –8.671.72–604.1%
See page 106 for definitions of key performance indicators.1) Retroactive reclassification has been applied to income related to marketing activities.
This income, which was previously recognised as net sales, has been reclassified as other
operating income.
Finally, during the autumn we have also decided to divest
our German publishing operation in the subsidiary company
Headup. They do produce and release many small indie
games every year, but with our updated strategy we will
not be able to do the production and marketing processes
justice at that launch rate. Furthermore, a group the size of
Thunderful does not need two separate publishing arms. One impact of the above changes is that we will produce
and release fewer games a year, but each game will have
a higher average development budget within the frame
–
work of the AA game category, more resources from the
organisation, and thereby higher potential to achieve
commercial success.
CEO Comment
2021 2022 2023
3 000
2 000
2 500 MSEK
1 5001 000 500 0
354 2 787
5142 516
Games
Distri\bution
2 393
425
Net sales
Adjusted EBITA
Games Distribution
140177 231
77 81
–42
\b
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
Full year January–December 2023
Events after the balance sheet date
• Net sales decreased by 4.6 percent to SEK 2,818.2
(2,953.3) million.
• Operating profit (EBIT) decreased by 410.8 percent to SEK
–609.3 (196.1) million, corresponding to an operating margin
of –21.6 percent (6.6). Goodwill impairment amounted to
SEK 500.4 million and capitalised development costs to
SEK 97.7 million.
• Adjusted EBITDA decreased by 35.6 percent to SEK 241.9
(375.6) million, corresponding to an adjusted EBITDA
margin of 8.6 percent (12.7).
Thunderful Group announced that the company will be
implementing a restructuring programme to boost its long-
term competitiveness. The programme aims to reduce costs
and increase the focus on areas with the best potential for
future growth and profitability, and is expected to save SEK
90–110 million per year.
Thunderful Group entered into an agreement to divest the
operations and assets of Nordic Game Supply for a puchase
price corresponding to the book value of the inventory with
an agreed discount. The buyer is a company owned by Henrik
Mathiasen, CEO of Bergsala AB and acting CEO of Nordic
Game Supply. The transaction was approved at the extra –
ordinary general meeting on 22 May.
The distribution agreement regarding Nintendo products in
the Nordics and The Baltics were extended by another two
years, i.e. until March 2026.
Thunderful Group entered into an agreement regarding the
transfer of all shares in its German publishing subsidiary, Some final words
The proposed divestment of the distribution segment after
the end of the year would mean that the Group’s operations
would be refined to focus on game publishing, game devel –
opment and various services in the gaming area. Despite
facing challenges, the Group has all the building blocks in
place to achieve long-term success. We have the engage -ment and creativity which, with the right governance and
structure, will make our game investments successful. I am
convinced that Thunderful has a very bright future ahead.
Martin Walfisz
CEO
Thunderful Group AB
• Adjusted EBITA decreased by 97.3 percent to SEK 7.7 (284.8)
million, corresponding to an adjusted EBITA margin of 0.3
p e r c e nt (9. 6).
• Profit/loss for the full year amounted to SEK –609.4 (121.2)
million.
• Earnings per share before and after dilution amounted to
SEK –8.67 (1.72).
• Cash flow from operating activities amounted to SEK 315.4
(530.4) million.
Headup GmbH. The transaction was approved at the
extraordinary general meeting on 22 May.
Thunderful entered into a share purchase agreement on
May 20 to divest the remaining distribution businesses AMO
Toys AB, Bergsala Aktiebolag, Thunderful 1 AB as well as the
distribution services company Thunderful Solutions AB. The
agreed purchase price amounts to SEK 630 million on a cash
and debt free basis. The buyer is Bergsala NDP AB, a newly
incorporated company owned by Thunderful Group’s largest
shareholder and board member, Owe Bergsten. The divest –
ment will enable Thunderful Group to fully amortise its exist –
ing bank facility with Danske Bank and focus on its games
segment, consisting of Game publishing, Game develop –
ment and Co-development & Partner services. The tansac –
tion is conditional upon the shareholders’ approval at the
annual general meeting on 26 June.
Henrik Lundkvist chose to end his employment as CFO. Per
Alnefelt was appointed interim CFO during the recruitment
process to find a permanent CFO.
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Thunderful Group’s
medium-term
financial targets
Growth
Games
The segment’s target is to deliver annual
organic sales growth exceeding 25 per –
cent, supplemented by additional
acquisitions.
Distribution
The segment (excluding the Nintendo busi –
ness) targets delivering annual organic
growth of 5–7 percent. Nintendo prod –
ucts are excluded here due to their close
correlation with the development of the
Nintendo brand and its console launches.
Comment 2023
Stable sales development
in Distribution, apart from
lower market demand for
gaming accessories.
Sales in Games were 17.3 per-
cent lower than last year, but
adjusted for the acquired
revenue in Q4 2022 for the
game title Somerville, it was
2.8 percent lower.
Focus in 2024
In Games:
Organic growth through
successful game launches.
In Distribution:
Increase our market shares
in distribution.
>25% >5 –7%
–18.7% –1 .9%
Ta r g et Ta r g et
Outcome Outcome
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information Introduction Thunderful as
an Investment
Profitability
Games
The segment strives to maintain an
adjusted EBITA mar gin of at least
35 percent. Distribution
The segment strives to maintain an
adjusted EBITA margin of 8 percent.
Capital structure
The Group strives to have interest-bearing net debt in relation
to adjusted EBITDA before items affecting comparability (on a
rolling 12-month basis) corresponding to a multiple of less than
1.5X excluding tem
porary deviations following acquisitions.
Dividend policy
The Group intends to re-invest profit and cash flow in
organic growth initiatives and acquisitions to strengthen
value generation and does not therefore intend to pay
an annual dividend in the medium term.
Comment 2023
In the Games segment, the
game portfolio was subject
to major impairment during
Q4, while profitability on the
games released during the
year was lower.
In Distribution, Amo Toys
and Bergsala reported a
strong year, but profitability
in the segment was squee –
zed by weak development in
Nordic Game Supply.
Focus in 2024
In Games:
Continue to develop the
four revenue streams to
create a balanced income
portfolio.
In Distribution:
Continue efforts to identify
efficiencies in logistics and
stock management, and
thereby reduce costs.
≥35%
<1.5X
1.7X
8%
– 9.9 % 3.4%
Ta r g et
Ta r g et
Outcome
Ta r g et
Outcome Outcome
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Thunderful Group | Annual Report 2023
• A growing population, an increasing proportion
of whom consume games
• New revenue and pricing models
• Rising average gaming consumption per person
• A shift towards subscription services which may draw
a greater share of streaming consumers to the global
gaming market over time
• Global market consolidation
Driving forces
Tr e n d s
Continuous development
and adaptation to prevailing
driving forces and trends
Global gaming market
For many years, the gaming industry has been the largest
segment in the global media and entertainment market,
where stakeholders compete for consumers’ lei sure time.
Growth in the gaming industry is primarily driven by an
increasing proportion of the popu lation playing, but also
for example by new consumption patterns and new pricing
models, such as subscription and streaming services.
According to the 2023 Global Games Market Report,
published by Newzoo, the global games market for PC and
console reached USD 93.6 billion in 2023, an increase of 2.8
percent compared to 2022. The report also states that after
a minor post-pandemic decline in 2022, the gaming industry
is returning to recovery and growth, despite challenges
remaining with high interest rates and inflation. Furthermore,
it projects a CAGR of 3.8 percent between 2023 and 2026. Game:
LEGO
®: Bricktales
Studio: ClockStone
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Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
• Console cycle-driven gaming market for hardware
and software
• Nintendo’s global development
• Complex market dynamics
• The Nintendo Switch console cycle has to date
exhibited several years of stable sales, but a console
shift is apparently under way
• Consolidation in the reseller market both in home
electronics and toy stores
Nordic distribution mark et
In recent years, the Nordic distribution market has been
characterised by negative or limited growth, mainly due to
decreased physical dis tribution of hardware and software,
which has primarily affected Nordic Game Supply.
The distribution of Nintendo products is driven mainly by
so-called console cycles, that is, Nintendo’s launches of
game consoles. The distribution of toys in the Nordic region
has, in recent years, shown a degree of negative market
growth and is considered to be a mature market that is
characterised by low economic impact and low technical
development.
All of Thunderful Group’s distribution markets are character –
ised by a competitive landscape with a few major players,
a complex market and extensive needs for working capital.
The likelihood of the total available distribution market increas –
ing is closely linked to macroeconomic parameters. For market
participants, growth opportunities derive from a decline in the
number of com pet itors while the proportion of own brands
increases.
Driving forces
Tr e n d s
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Thunderful Group | Annual Report 2023
Claire Boissiere
A positive environment
for creativity and
commercial succ ess
Claire Boissiere is EVP of Studios & Development at Thunderful Group.
She has been at the forefront of game development for 24 years. We
took the opportunity to talk to her about what’s needed to achieve
success in game development.
Before joining Thunderful, Claire worked
at several major studios including Kuju
Entertainment, Media Molecule and
PlayStation London Studio, where her
responsibilities included leading the
creative/writing process with prominent writers on the BAFTA nominated Wonder – book: Book of Spells and its sequel Book
of Potions, and other titles.
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
What makes a game a commercial success?
That’s an excellent question! Computer games are some
of the most complex and fascinating products that we as
humans can develop, and it is hard, or even impossible, to
say in advance what combination of factors will turn a game
into a commercial success. Some games will not live up to
expectations, while others will sell better than anticipated.
The key is to work together with our developers to find the
right balance between creativity and games as an art form
on the one hand – something that gamers want to experience
– and the commercial results generated by the human effort
on the other.
So how can we find this balance?
Through open and honest communication with our develop-
ers, and a genuine understanding of the balance. We need
user research and testing to assure that the quality lives
up to the market’s expectations. We need to ensure that
the investment matches the scope and intensity of gaming
expected from the target group for each game. And we need
to make sure that the investment allows scope for innovation
and new ideas. We need to do this with a prototype that has
the right specifications and can be measured, producing
results that we can interpret, understand and learn from.
What changes are we making?
Generally speaking, we are ensuring Thunderful’s future suc –
cess through a range of changes, all of which aim to lay the
foundation for a positive environment focusing on develop –
ers, creativity and commercial success.
More specifically, we are introducing an approval process
called Go-ahead , to clearly signal that this is a collaboration.
We work with the developer at each stage of the process to
determine whether development is going to plan, and if not,
what the most appropriate steps are to get the project back
on track. We also need to be able to establish, at an early
stage in the process, if a game is actually not practically
feasible, before spending too much money on it. This is something that happens occasionally, and it is not
constructive to pretend that it doesn’t, either for us or the
developers.
As part of the Go-ahead process, we are also introducing
a more commercial and strategic focus, and more data-led
decision-making. External producers collaborate with brand
and sales managers in product-focused teams, to help the
developers find the right balance between creative and com
–
mercial. Another key aspect here is to ensure that the devel –
opment process runs smoothly, by identifying important
partners that can help with initialisation, and suitable tools
and technologies that fit the game concept in question in
order to raise efficiency.
Since the computer game industry is people-centred, we
do not rely solely on processes. We also review responsibility
and accountability within a fixed set of values such as col –
laboration, ownership and trust. All games are different,
each developer is unique, and these essential facts must
be the foundation of any changes we make.
What will be the consequences of this?
We have already started to see improvement thanks to the
Go-ahead process. It has been well received by our develop –
ers, and while we still have a long way to go, we have had
many productive discussions about development times and
budgets, understanding and management of risks, and cost
efficiency for our players.
We have begun to view the portfolio from a holistic pers –
pective, and to measure some of these key aspects while
our games are under development. Permanent, meaningful
changes obviously take time. One of our main goals in the
short term is to create a strong, stable foundation that can
help Thunderful to grow in the future. Well-informed deci –
sions are crucial if we are to be able to conduct analyses
and make the best possible decisions in all these areas,
and alongside stronger relations with our developers we
are laying the right foundation for true success.
The key is to work alongside
our developers to find
the right balance. One of our main goals in the
short term is to create a strong,
stable foundation that can help
Thunderful to grow in the future.
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
A pivotal role in two
parallel value chains
Thunderful Group’s business is divided into two separate, yet mutually
supportive, segments: Games and Distribution. Operations in each
segment are influenced by prevailing driving forces and trends, but
because the segments are such a key part of their value chains, the
company itself also has an impact both upstream and downstream.
Read more about Thunderful Group’s impact in the Sustainability
Report on page 23.
Distributors
Sales to resellers
and end customers
Concept, design
and product
development
IP rights owners After-
market
Production Ware –
housing and logistics
Developers
Internal studios
External studios Publishers
Marketing Sales to
resellers End users After-
market
Marketing Physical distributors Digital distributors
Physical distributorsDigital distributors
Games
Manufacturers Resellers and distributors
Distribution
Transportation Transportation
Games’ role in the value chain
Through its Games segment, Thunderful Group is a games
developer and publisher of both internally and externally
developed games, and an investor in various gaming
projects.
Distribution’s role in the value chain
Through its Distribution segment, Thunderful Group is a
distributor for third-party manufacturers and has historically
worked primarily with distribution to resellers, so-called B2B
distribution. With end consumers increasingly having
migrated to digital marketplaces, such as Amazon, Elkjøp,
Bilka and CDON in recent years, Thunderful Group has
through its subsidiaries Bergsala, Amo Toys and Nordic
Game Supply also increased its presence in these market –
places, thus also distributing directly to end consumers,
so-called B2C distribution.
Thunderful Group’s
operations in the value chain
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Thunderful Group | Annual Report 2023
Having two clearly defined segments enables
multidimensional value generation.
The purpose of the Group’s structure is to reallocate cash
flows from Distribution to investments in Games to enable and
accel erate growth. This can be achieved both org anically
through more and better games achieving commercial suc –
cess, as well as through com plementary acquisitions of IP
and companies. The Distribution segment’s high rates of
cash flow generation entail a lower degree of financial
risk in relation to these investments when compared with
equivalent game developers in the industry.
Operations that contribute
to multidimensional value
generation
20
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
#15
Games released during 2023
MSEK 392
In personnel costs during 2023
Thunderful Group
For customers, partners and end users
• High-quality games and gaming experiences
• Strong and well-developed publishing business
• Strategic partnerships
• Reliable, efficient and sustainable distribution process
For employees
• Employs about 520 people
• Competitive working conditions
• Inclusive workplaces promoting diversity and deve lopment
• Safe, positive working environments
For shareholders
• Broad exposure to large parts of the gaming industry’s value chain
• Well positioned for organic growth in a market with strong
underlying global growth
• SEK 299 million invested in Thunderful Games during the year
For society
• Products and services that contribute to creativity and learning,
as well as to digital communication and entertainment High-quality development of
games for all ages
– 4.6%
Net sales
0.3%
Adjusted EBITA
21
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Thunderful Group | Annual Report 2023
Game: Zelda: Tears of The Kingdom
Studio: Nintendo
22
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Strategy SustainabilityOperations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
To be a leader
in a world
where everyone
can play
Thunderful Group operates in two segments: in the global gaming
industry as a developer, publisher and investor (Games), and, in
the Nordic distribution industry, as a distributor of games, game
consoles, gaming accessories and toys (Distribution). Games and
Distribution have two different business models, which means
their value chains and their sustainability- rel ated challenges and
opportunities also differ. What they have in common is their
committed focus on ESG: Environmental, Social (people) and
Governance aspects.
Thunderful Group’s common focus areasGames
Environment Social Governance
Distribution
23
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Environment
Thunderful Group’s impact at the distribution level
Manufacturing
Thunderful Group does not operate its own factories, but
has the opportunity to influence the production of its own
brands conducted in OEM (Original Equipment Manufac-
turer) factories. Thunderful Group does, however, have very
limited opportunities to exercise influence on the production
of products that the Group distributes on behalf of other
brand owners.
Our role as distributor
Thunderful Group deems that its primary environmental
impact occurs in distribution, where the Group is responsible
for transport to Group warehouses and on to customers.
For logistics, Thunderful Group uses three warehouses in
Europe. Two partner logistics solutions are used in Sweden
and Finland, and in 2021 Thunderful established its own
warehouse at Torsvik, Jönköping, to which Nordic Game
Supply products were moved.
Transportation
In certain instances, transport to the Group’s warehouses is
ordered by our suppliers. In other instances, within Europe
we collect goods ourselves by truck using one of our select
transport suppliers. Goods from suppliers in Asia are gener –
ally shipped to the Nordics by ocean-going vessels and, in
rare cases, by rail or air.
Goods such as bulk goods, general cargo or FTL are trans –
ported from the Group’s warehouses by truck. Transporta –
tion takes place daily to all of the Nordic countries, and also
to other European countries as required. Thunderful Group
always strives to optimise the cargo space in the containers
and trucks that come from suppliers’ warehouses and
factories, for both environmental and economic reasons.
Thunderful Group has more difficulty controlling outbound
shipments to resellers, as resellers decide how much and
how often they want to order. Although the Group constantly
strives for the highest possible degree of filling in transport,
this remains one of our most distinctive challenges.
Emissions from transportation
As a distributor, Thunderful Group is responsible for shipping
to the Group’s warehouses and to the customer. Today,
Thunderful Group procures shipping services both directly
and through third parties, to and from the Group’s various
warehouses. The Group only works with professional trans –
port companies that have well-established environmental
and climate-related policies in place. Since 2021, Thunderful
Group has started making demands on all procurements –
requiring emission reports for CO
2 equivalents (CO 2e) from
the entire production and transport chain in accordance
with EN 16258. For the truck transport category, this means,
for example, that CO
2 equivalents are measured and tracked
over the fuel’s life cycle according to the Well to Wheel con –
cept. Emissions are divided into the categories of incoming
transports, where Thunderful Group is responsible for trans –
port to one of the Group’s warehouses, and outgoing trans –
ports, where the Group is responsible for transport to the
customer’s warehouse or store.
CO
2 emissions from transport in 2023
CO 2 emissions (tons)
Incoming transports 1,155.0
Outgoing transports 156.8
Total transportation 1,311.8
Distributors
Sales to resellers and
end customers IP rights owners After-
market Developers
Internal studios
External studios Publishers Marketing Physical distributors Digital distributors
Games
Manufacturers Resellers and distributors
Concept, design
and product
development Production Ware –
housing and logistics Marketing Sales to
resellers End users After-
market Physical distributors Digital distributors
Distribution Transportation Transportation Thunderful Group’s
operations in the value chain
24
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Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
As part of its efforts to minimise carbon emissions, the Group
is also working actively to ensure its purchasing is as precise
as possible, while also maximising how well-filled containers
and trucks are – all in order to minimise any unnecessary
transports and production.
Resellers – Producer responsibility
In connection with our products being sent to resellers and
being released on the market, we take responsibility for our
production. We follow packaging regulations aided by, for
example, Recipo
1) and TMR 2). Thunderful Group has board
representation in Recipo and can actively drive the agenda.
The producer responsibility relating to electronics is based on
a 2005 EU directive that aims to boost sustainability. Producer
responsibility related to packaging is based on an official
Swedish packaging regulation. The aim of the regulation is to
ensure that we use as little packaging as possible, and that
the packaging that is used can be reused.
Packaging and recycling
Thunderful Group’s ambition is to be at the forefront of sus-
tainable packaging and circular recycling. The Group is
affiliated with the Recipo collection and recovery system
for electrical and electronic equipment, which ensures that
plastic is recycled and resold to the electronics industry. This
sees Thunderful Group’s products dismantled, recycled and
ground into pellets in order to make new products, ensuring
a circular flow of plastic.
By taking our producer
responsibility through Recipo
we support the European
Green Deal by recycling
plastic from electronic waste.
More than 10 percent of the
world’s oil production is used
in the production of plastics,
while less than 10 percent
of the plastic is recycled.
By using recycled material in
new products, we can reduce
the use of natural resources
and make the value chains
more energy efficient.
For further information,
please go to
www.recipo.com/material
The Group’s Swedish distribution companies are affiliated
with TMR (Tailor-Made Responsibility), which works to effec –
tively take care of and recycle packaging. In order to further
reduce the quantity of packaging and increase the pro –
portion of sustainable packaging material, the Group’s
distribution companies are putting pressure on packaging
producers.
Games’ biggest environmental and climate footprint
The Games segment’s biggest environmental and climate
footprint is caused by the energy used in its server rooms.
Thunderful Group is working actively to minimise the car bon
footprint of its server rooms; for instance cooling radiators
are installed at its head office in Gothenburg. These radia –
tors cool the room using district cooling, while the heat gen –
erated is recovered and used as district heating. This is both
a cost-effective and environmentally friendly solution which
means that the only energy used for cooling in the server
room is for the fans, which is a very low proportion of
the total energy consumption. The server room has been
adapted to the increased risks of, for example, floods and
changing weather conditions that climate change brings
with it. It is equipped with heat alarms and water sensors
located at floor level. No other equipment has been installed
at floor level, in order to avoid any water damage at an early
stage. Assessing and securing the risks that climate change
entails is a natural part of IT security.
1) Producer responsibility – Recipo.se for electronics and w w w.tmr.se for packaging
2) A customised collection system for packaging | TMR
25
Thunderful Group | Annual Report 2023
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Social
Centralised HR function
Geographically, Thunderful Group is a widespread global
group. The relatively new global HR function is responsible
for maintaining a cohesive approach to all personnel issues,
primarily within the Games segment. The reason for central-
ising employee issues, recruitment and career development
is to create an open and accessible corporate culture in which
geographical distances have little effect on the organisation.
A healthy working environment
Thunderful Group’s Working Environment Policy sets out
the Group’s policies around systematic work environment
management and what is expected of employees. The policy
outlines, among other things, that the working environment
must always be taken into consideration when changes
occur within Group companies, as well as what preventative
work must be carried out to ensure a safe workplace from
both a physical and psychosocial point of view. In addition
to minimising risk in the workplace, the policy also serves as
a tool for identifying needs for measures and improvements.
The Working Environment Policy applies across the Group
and has been drafted in consultation with both employees
and the management team. The policy is subject to annual
review and revision.
A flexible workplace
The Covid-19 pandemic forced workplaces to develop
remote working options, and Thunderful Group was no
exception. As this was done successfully and in a way that
was appreciated by the Group’s employees, Thunderful drafted a Flexible Workplace Policy following the pandemic
which means that staff are able to work from home to some
extent. The degree of remote working per
mitted for employ –
ees is determined by the extent to which individual produc –
tions require a physical pre sence, and is determined by
the individual coworker in consultation with their immediate
production superior or line manager. The physical work –
place is still regarded as the primary place of work, since
the spontaneous exchange of creative ideas remains an
important part of the game development process. Remote
working on a permanent basis is only approved in excep –
tional circumstances.
Diversity in the gaming industry
Thunderful Group works to ensure that everyone, regardless
of gender, ethnic origin, belief or non-belief, sexual orienta –
tion, age or disability, should have the opportunity to partici –
pate in working life on equal terms. Respecting the equal
value of all people is of great importance to the Group,
and contributes to an inclusive and cohesive work culture.
Thunderful Group has an Offensive Treatment Policy which
sets out how the Group counteracts and deals with abu –
sive behaviour, while also clarifying the guidelines, rules
and issues relating to what is expected of employees of
the Thunderful Group.
Historically, the gaming industry has seen a marked ove r-
representation of men and this still remains the case to a
large extent, although the number and proportion of women
in the Swedish gaming industry have both increased.
26
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Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Development
2022
Publishing
Distribution /Admin
G\bmes / Group M\bn\bgement
600
300
400
500
200
100
0
2023
100 8
337 74
104 11
310 53
Women: 26,5%
Men, 73,5%
50 year: 8%
2023 2022
Sweden 237228
Norway 1010
Denmark 2530
Finland 1314
Germany 4630
UK 1 47132
Spain 3234
During 2023, Thunderful Group became a member of the
Safe In Our World charity, whose mission is to foster positive
mental health and wellbeing. In connection with this, we also
implemented a policy on mental health in order to assure a
healthy, sustainable workplace.
Local initiatives over the year have included a presence at
several Pride festivals, and Thunderful Group also took part in
and sponsored Donna Day in 2023. Donna Day takes place
in conjunction with the Sweden Game Conference and seeks
to inspire and support women, transgender and non-binary
people studying game development in higher education.
Onboarding and skills development
Thunderful Group regards it as important to facilitate skills
development and career paths within Group com pan ies
– something which sets the Group apart as an employer
in the gaming industry. There are local onboarding
programmes in place to introduce new employees to
Thunderful Group’s approach, values and culture.
Health and wellness initiatives
Game development work is characterised by periods of var –
ying intensity, but is generally sedentary in nature and thus
necessitates physical exercise either outside the workplace
or during working hours. During the year, Thunderful Group
maintained a clear focus on offering employees opportuni –
ties for exercise and encouragement to take these up. This
health and wellness allowance has been extended, and
personnel can dedicate two hours a week on their physical
and/or mental health. Likewise, the Group worked proac –
tively with the occupational health service over the year,
resulting in the avoidance of potential sickness- rela ted
absences.
Coworkers* Average number of full-time employees per
geographical region
Gender distributionAge distributionNumber of employees per occupational category*
20232022
Number of employees 519478
New employees 4254
Staff turnover, % 828
Sick leave, % 21
* On 2023-12-31
* On 2023-12-31
27
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
Governance
Good business ethics through codes of conduct
Having various value and supply chains, at Thunderful Group
we understand the importance of taking responsibility,
regardless of each individual’s work tasks. The value chains
and supply chains are not the same for Distribution and
Games. Also in Distribution, the value chains differ between
companies, depending on whether the company only distrib-
utes or also produces products. Read more about Thunderful
Group’s distribution companies on page 41 .
Thunderful Group applies a Group-wide Code of Conduct
with which all employees are expected to comply in their
daily work. The Code serves as a guide for the Group’s
employees regarding attitudes and compliance with the law,
both internally and externally in business relationships. The
Code is based on the UN Global Compact’s Ten Principles
for sustainable business, which cover issues including
human rights, employment law, the environment and
anti-corruption. The Code of Conduct is revised at the local
and operational level by the Group Management team, and
is revised and approved annually by the Board of Directors.
In addition to the Group-wide internal Code of Conduct,
there is also a Code of Conduct applicable to suppliers in
the Distribution segment, which is based on the require –
ments and recommendations set out by two global organi –
sations: the ICTI (Council of Toy Industries) and BSCI (Busi –
ness Social Compliance Initiative). The ICTI is a non-profit
industry organisation that aims to protect the rights and
well-being of factory workers, as well as promote safety
standards for toys and social responsi bil ity at the supplier
level. The BSCI is an industry organisation that aims to
ensure better social working conditions and compliance
with human rights at the supplier level.
The Group-wide Code of Conduct and the additional Code
of Conduct applicable in the distribution chain are the two
governing documents that set out the foundations of Thun –
derful Group’s work in ensuring that games and products
are developed responsibly at every stage. In addition to
these Codes of Conduct, there is also legislation that must be
adhered to. For example, the toys distributed by Thunderful
Group must comply with a range of directives, standards and
regulations. All products are quality assured in accordance
with these requirements prior to distribution to the market.
Human rights and social conditions in the supply chain
A shared goal for the Group is to supply games and prod –
ucts that are developed in a socially responsible manner at
every stage. Thunderful Group works actively to encourage
suppliers and other partners to affiliate with the ICTI and/or
BSCI and gain certification to their requirements. Certifica –
tion allows Thunderful Group to guarantee that issues such
as human rights are being assured throughout the supply chain. Suppliers who are unable to gain certification from
either of the two organisations are obliged to sign Thunderful
Group’s Code of Conduct for distribution, which includes a
stipulation that human rights are being upheld. Thunderful
Group’s distribution companies continuously monitor all sup
–
pliers to ensure that the factories have up-to-date certifica –
tion, or have signed and are in compliance with Thunderful
Group’s Code of Conduct.
Anti-corruption
Thunderful Group has zero tolerance of corruption in all its
activities and business relations. The Group-wide Code of
Conduct clearly outlines how employees are expected to
behave in an ethically appropriate manner in all business
relationships. Suppliers who sign Thunderful Group’s Code
of Conduct for distribution are required to adopt their own
zero tolerance policy towards corruption.
Governing documents
Thunderful Group’s most significant sustain abil ity-related
governing documents are:
• Code of Conduct
• Code of Conduct Distribution
• Working Environment Policy
• Offensive Treatment Policy
• Workplace Policy
Responsible product development
Thunderful Group seeks to be a responsible company, and
has therefore chosen to not developing games with elements
of gambling, betting or loot boxes. Likewise, the Group
avoids game production that contains excessive violence.
All distribution channels and game platforms have guidelines
and systems in place to ensure that age restrictions on
games are adhered to.
Whistleblowing function
A Group-wide and anonymous whistleblowing function for
employees and external parties was implemented in 2023
and is available publicly. This function allows any miscon –
duct and irregularities to be highlighted and prevented, and
is part of the Group’s work to prevent, for example, corrup –
tion. Thunderful Group had no reported cases of irregularities
with regard to the environment, social or personnel condi –
tions, human rights or corruption during the year.
Risks and Risk Management
Thunderful Group has a systematic approach to risk analy –
sis and management. A description of the Group’s sustaina –
bility-related risks is set out in the Risks and Risk Manage –
ment section on pages 48–53 .
28
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Strategy SustainabilityOperations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
About the Sustainability Report
This Sustainability Report relates to Thunderful Group and
pertains to the financial year 1 January–31 December 2023.
The Board is responsible for ensuring that the report has
been drawn up in accordance with the Swedish Annual
Accounts Act.
Page reference:
Business model
………………………………………………………………\
…………. 23
Environment
………………………………………………………………\
………………. 24
Personnel and social conditions
……………………………………………. 26
Human rights
………………………………………………………………\
…………….. 28
Anti-corruption
………………………………………………………………\
………….. 28
Policies and Code of Conduct
……………………………………………….. 28
Sustainability risks
………………………………………………………………\
……. 28 Auditor’s report on the statutory sustainability report
To the general meeting of the shareholders of Thunderful
Group AB (Publ) Corporate identity number: 559230-0445.
Engagement and responsibility
The board of directors is responsible for the statutory sus
–
tainability report for the year 2023 on pages 2 2–2 9 and
that it has been prepared in accordance with the Annual
Accounts Act.
The scope of the audit
Our examination has been conducted in accordance with
FAR’s standard RevR 12 The auditor’s opinion regarding the
statutory sustainability report. This means that our examina –
tion of the statutory sustainability report is substantially dif –
ferent and less in scope than an audit conducted in accord –
ance with International Standards on Auditing and generally
accepted auditing standards in Sweden. We believe that the
examination has provided us with sufficient basis for our
opinion.
Opinion
A statutory sustainability report has been prepared.
Gothenburg, 24 May 2024
Öhrlings PricewaterhouseCoopers AB
Nicklas Kullberg
Authorised Public Accountant
29
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Thunderful Group | Annual Report 2023
Four
complementary
revenue streams
30
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
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Introduction
Thunderful as
an Investment
MSEK 425
Games
Thunderful Group operates in two segments, Games
being one of them. The segment has a clear strategy
focused on four different revenue streams: IP-Building,
Co-Development, Partners and Investment. The strategy
behind these four pillars is to provide four distinct reve –
nue streams, where predictable and stable revenues
establish profitability that can be used for long-term
investments while minimising the effect of individual
game revenues on the company as a whole.
The following section contains a description of each
revenue stream, as well as tables of games released in
2023 and games announced for future launch as of 23
February 2024.
3 9. 2%
1 5%
Net sales
Adjusted EBITDA margin 2023
Sales in the Games segment in relation
to total Group sales
With four differentiated revenue
streams, we have a balanced
foundation on which to stand.
Kathrin Strangfeld – EVP Operations
31
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Thunderful Group | Annual Report 2023
Comment 2023
• Stable contribution from game releases and back catalogue
• Strengthened marketing and production teams
• Strategic review of game portfolio during Q4,
focusing on profitable titles
IP-Building
IP-Building efforts are focused on developing, expand ing
and publishing intellectual properties, whether owned by
Thunderful, by external partners or through licensing.
Thunderful currently owns several game studios, which
lays the foundation for continued development and expan –
sion of existing IPs while also experimenting with new ones.
The revenue stream is dependent on investments, but also
has the opportunity to generate high profits once the games
have been launched.
In 2023, Thunderful released 15 games in total, with 15
games in development and an additional 14 games in the
publishing pipeline. Some of the games released during the
year are “Jurassic World: Aftermath Collection”, “Planet of
Lana”, “LEGO™ Bricktales”, “Islanders” and “Laika: Aged
Through Blood”. Thunderful has continued to expand on
one of its most popular IPs, the SteamWorld Universe, and
“SteamWorld Build” was released during the year. The
city-building game begins in a desolate night-time desert
landscape, illuminated by a sparkling canopy.
Game: Spel: LEGO
®: Bricktales VR
Studio: ClockStone
Share of Thunderful Games net sales FY2023
IP-Building, 53%
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Introduction
Thunderful as
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Games released during 2023
Game: Jurassic World: Aftermath
Studio: Coatsink
Game description Platform
Title ReleasePublisher StudioPCConsole Mobile VR
Vendir: Plague of Lies 2023-02-21Early Morning Studio Internal
Jurassic World: Aftermath Collection 2023-02-22Coatsink Internal
Super Meat Boy Forever 2023-04-20Headup External
Planet of Lana 2023-05-23Thunderful External
Dr Fetus Mean Meat Machine 2023-06-22Headup Internal
Tinker town 2023-06-22Headup Internal
Viewfinder 20 23 – 07-1 8Thunderful External
Astronimo 2023-09-27Coatsink Internal
Islanders 2023-09-28Coatsink Internal
Sol Frontiers 2023-10 -12Early Morning Studio Internal
Laika: Aged Through Blood 2023-10 -19Headup External
Worldless 2023-11-21Coatsink External
SteamWorld Build 2023-12- 01Thunderful Internal
LEGO Bricktales 2023-12- 07Thunderful External
Soulslinger 2023-12-14Headup External
Released Under development Not available
33
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
Co-Development encompasses development services pro –
vided by Thunderful’s two studios Coatsink and Stage Clear,
in partnership with external parties. This revenue stream con –
tributes predictable revenues with stable and high margins
and revenue shares from developed games. In this part
of the organisation, the priority is long-term collaborative
relationships with different partners, and there is no need
for investment.
Co-Development
Comment 2023
• A more cautious market during 2023
• During 2023, a new deal was signed with a key client
• Continued stable profitability in 2023
Share of Thunderful Games net sales FY2023
Co-Development, 39%
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Introduction
Thunderful as
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Game: SteamWorld Build
Studio: The Station
35
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
Partners
The Partners pillar covers consultancy services and support
for third-party-developers who are self-publishing their own
games or want strategy advice on their new or existing pro-
jects. Thunderful Group subsidiary Robot Teddy is leading
this consultancy work with services across strategy, busi –
ness development and business operations for the whole
studio life cycle. Robot Teddy is currently working with a
host of exciting partners with successful IPs.
As with Co-Development, the Partners pillar provides the
business with stable and predictable revenue with a high
margin, and with revenue share from client-released games.
Also, as with Co-Development there is no need for investment.
Share of Thunderful Games net sales FY2023
Comment 2023
• Revised strategy in 2023
• New team in place
• Extended range of ser vices to better meet customer needs
Partners, 8%
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StrategySustainability Operations Corporate
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Introduction
Thunderful as
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Investment
The Investment pillar includes investments ranging from
the early prototype phase in game development projects
to company acquisitions. The Investment revenue stream is
dependent on a certain rate of investment and contributes
variable revenue shares from games in which Thunderful
has invested. Thunderful has acquired companies such as
Coatsink, Headup, Robot Teddy, Jumpship, Fizbin and others.
Share of Thunderful Games net sales FY2023
Comment 2023
• Less focus on investments during the year
• Acquisition of Studio Fizbin in 2023. Earnings
from this have gone into IP-Building
Co-Development, 53% Partners, 39% IP-B\bilding, 8%
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Announced releases of internally developed
Thunderful games as of 23 February 2024
Game description Platform
Title ReleasePublisher PCConsole Mobile VR
Tinker town 2024, 1HHeadup
Vendir: Plague of Lies 2024, 1HEarly Morning Studio
“Kokidon” 2024, 2HThunderful
“Caramel (a SteamWorld IP Game)” 2024, 2HThunderful
“Date” 2024, 2HCoatsink
“Lemon” 2024, 2HTo The Sky
“Strawberry (a SteamWorld IP Game)” 2024, 2HThunderful
“A xe” 2024, 2HEarly Morning Studio
“Chilli Choc” 2024, 2HCoatsink
Islanders 2024, 2HCoatsink
SteamWorld Headhunter 2025Thunderful
“Mango” 2025Thunderful
“Watermelon” 2025Thunderful
“Neapolitan” 2025Coatsink
“Oyster” 2025Coatsink
“Non-advertised game name” Released Under development Not available
Game: Planet of Lana
Studio: Wishfully
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Thunderful as
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Announced releases of externally developed
Thunderful games as of 23 February 2024
Game description Platform
Title ReleasePCConsole Mobile VR
“Leche” 2024, 1H
ASKA 2024, 1H
Phantom Spark 2024, 1H
“Moose Tracks” 2024, 1H
Soulslinger 2024, 2H
Symphonia 2024, 2H
Replaced 2024, 2H
“Peach” 2024, 2H
“Snowflake” 2024, 2H
Ikaro Will Not Die 2025
“Matcha” 2025
“Rocky Road” 2025
“Ube” 2025
“Grape” 2025
“Non-advertised game name” Released Under development Not available
Game: Viewfinder
Studio: Sad Owl Studios
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StrategySustainability Operations Corporate
Governance Remuneration
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Introduction
Thunderful as
an Investment
Well-established
and competitive
Nordic distribution
business
Distribution
In addition to Games, Thunderful Group also operates in the
Distribution segment. Business in the segment is focused on
three strategic areas: Maintain Relationships, Own Brands,
and Strengthen the Group.
Maintain Relationships
In order to continue securing and negotiating profitable con –
tracts and gain access to the strongest brands, maintaining
the good relationships and partnerships that the subsidiar –
ies Bergsala, Amo Toys and Nordic Game Supply have with
brand owners and customers is fundamental. Own Brands
The Group will work strategically to develop and strengthen
Amo Toys and Nordic Game Supply’s own brands. This is
expected to further strengthen the segment’s profitability
and increase the subsidiaries’ control in the distribution
value chain.
Strengthen the Group
The Group will allocate operating cash flows from distribu
–
tion operations to enable investment in the Games segment.
Investments must be made responsibly and in a manner that
does not adversely affect the distribution business.
–1 .9% MSEK 2,393
8.5%
4.4%
Net sales growth
Net sales
Growth excl. Nordic Game Supply
Adjusted EBITDA margin
41
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
Game: Super Mario Bros. Wonder
Studio: Nintendo
Bergsala
Distributor of Nintendo products in the Nordic region
Bergsala was founded in 1976 and has, since 1981, distributed
and sold Nintendo’s hardware and software in Sweden. Since
2012, Bergsala has also been responsible for distribution in
the rest of the Nordic and Baltic countries. The company deals
with everything from transport, logistics and warehousing, to
sales and marketing to resellers. As well as management and
responsibility for the entire distribution process, the company
also has a service commitment, i.e. management and respon –
sibility for service, returns and repairs.
Bergsala has had an uninterrupted partnership with Nin –
tendo for more than 40 years, the contract being renewed
every two years. The most recent renewal was in March
2024.
As Bergsala only distributes Nintendo products, the compa –
ny’s financial development is dependent on Nintendo’s suc –
cess in the Nordic and Baltic countries.
42
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
8.7% >21 million
7. 6%
>9 million
MSEK 1,308 1981
Net sales growth
Adjusted EBITDA margin Consoles sold
Games sold
Net sales
Swedish distributor of
Nintendo since
43
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
9.9 %#9
A m o To y s
More than 50 years of experience in toy distribution
Amo Toys is a Nordic distributor of toys. The company
markets and distributes a number of toy products and
brands, such as L.O.L. Surprise, Squishmallows, Baby Born
and Little Tikes.
Amo Toys currently has about 80 brands in its portfolio,
nine of which are own brands, including Happy Friend,
Happy Baby and Junior Home.
1 0.5%Ca. 80
MSEK 579 1965
Net sales growth
Adjusted EBITDA margin Brands
Own Brands
Net sales
Amo Toys founded
Own Brands
44
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
–1 2 .9% #4
– 2 7. 7 %
Ca. 20
MSEK 506 2010
Net sales growth Brands
Net sales
Nordic Game Supply founded
Nordic Game Supply
Leading Nordic distributor of video/computer games
and associated accessory equipment
Nordic Game Supply distributes game consoles, games
and game accessories in all of the Nordic countries. From
the outset in 2010, the company has distributed physical
games and game accessories, such as headsets, keyboards,
mice, streaming equipment, gaming chairs and various
types of merchandise, such as clothing and accessories.
Operations include the physical distribution in Sweden, Nor –
way and Denmark for game companies Take-Two and Kon –
ami. The company is also a distributor for brands including
2K Games, Razer and Thrustmaster, which are some of the
gaming industry’s most well-known manufacturers of game
accessories. The company also distributes merchandise
from well-known game titles such as Fortnite and Minecraft.
Adjusted EBITDA margin Own Brands
45
Thunderful Group | Annual Report 2023
Thunderful Group | Annual Report 2023
The share and shareholders
Thunderful Group has been listed on Nasdaq Stockholm since
December 2020 and its shares are traded on First North Pre
mier Growth Market (ticker: THUNDR).
In 2023, the share price of Thunderful Group’s share fell by
–64.5 percent from its opening price of SEK 14.80 on 2 January
to its closing price of SEK 5.25 on 29 December. The highest
closing price was quoted on 22 February at SEK 21.00 and
the lowest closing price was SEK 4.10 on 12 December. During
the year, a total of 52,129,429 Thunderful Group shares were
traded in a total of 35,817 trades. The share traded on 100 per
cent of the year’s trading days, with an average daily turnover
of SEK 2,130,621, with an average of 143 trades per day. At the
end of the year, Thunderful Group’s market capitalisation
amounted to approximately SEK 369.1 million.
Total return
The total return on Thunderful Group’s share in 2023, i.e. the
price change including reinvested dividends, was a negative
64.5 percent.
Dividend and dividend policy
Thunderful Group intends to reinvest profit and cash flow in
organic growth initiatives and acquisitions to strengthen value
generation and does not therefore intend to pay an annual
dividend in the medium term. Share capital
As of 31 December 2023, Thunderful Group AB’s share capital
amounted to SEK 702,905.97, divided between 70,290,597
shares with a quota value of SEK 0.01 each. Each share carries
one vote and entitles the holder to the same proportion of the
company’s assets and earnings and confer equal rights to
dividends.
Shareholders
At the end of the year, Thunderful Group had 6,375 (6,636)
shareholders. The largest shareholders are Bergsala Holding
AB with 25.5 percent, Brjann Sigurgeirsson with 6.2 percent,
Avanza Pension with 6.2 percent, and Klaus Lyngeled with 6.1
percent. Of the total number of shares in the company, 9.7 per
cent are held by institutions. Foreign ownership amounts to
12.4 percent. Financial reports and other financial
and general information can be found
on the Group’s website
www.thunderfulgroup.com
Responsible for IR matters
Interim CFO Per Alnefelt
+46 727 17 02 17
per.alnefelt@thunderfulgroup.com
46
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction Thunderful as
an Investment
Certified advisers
FNCA Sweden AB
info@fnca.seABG Sundal Collier
Simon Jönsson
+46 70 844 86 89
simon.jonsson@abgsc.seCarnegie
Amar Galijasevic
+46 734 17 85 36
amar.galijasevic@carnegie.seRedeye
Viktor Lindström
+46 790 06 88 62
viktor.lindstrom@redeye.se Analysts who monitor Thunderful Group
Name
SharesCapital and votes, %
Bergsala Holding AB 1 7,9 1 3 , 6 9 325.5%
Brjann Sigurgeirsson (privately and in holding company) 4,375,0006.2%
Avanza Pension 4,340,5556.2%
Lyngeled Holding AB 4,275,0006.1%
Knutsson Holdings AB 2,496,0283.6%
ÖstVäst Capital Management 2,200,0003.1%
Nordnet Pensionsförsäkring 1,941,0632.8%
Provobis Holding AB 1,750,0002.5%
Nordea Liv & Pension 1,695,2922.4%
Hinapulkka & Allihuuppa Oy 1,260,0001.8%
TOTAL TOP 10 42,246,63160.1%
Other 28,043,96639.9%
TOTA L 70,290,597100.0%
Stock market contacts
Thunderful Group’s contacts with the stock market are mainly
based on quarterly financial reporting, press releases and
presentations by Thunderful Group in various contexts.
Information about Nasdaq First North
Premier Growth Market
Nasdaq First North Premier Growth Market (“First North”)
is an alternative marketplace operated by Nasdaq Stockholm.
It does not have the same legal status as a regulated market place. Companies listed on First North are covered by First
North’s rules rather than the legal requirements for trading
on a regulated marketplace. An investment in a company that
trades on First North involves a higher risk than one in a com
pany that is listed on a regulated market. Companies must
apply to the stock exchange and obtain approval before trad
ing on First North can commence. A certified adviser guides
the company through the listing process and ensures that
the company always meets First North’s standards.
47
Thunderful Group | Annual Report 2023
Risks and Risk Management
Thunderful Group is continuously exposed to various risks that could be significant
and could have consequences for the Company’s future operations, earnings and
financial position. Thunderful Group works continuously to monitor and manage
these risks and other uncertainties. The focus is on preventing risks, as well as on
assessing how risk management can be turned into opportunities.
Risk diversification
The ability to identify, assess, manage and monitor risks is an
important part of the governance and control of Thunderful
Group’s business operations. A clear part of the Group’s strat
egy is that the objectives of both segments are to be achieved
through well bala nced risk taki ng.
Thunderful Group has a well div ersified business. The Distribu
tion segment is divided into three well div ersified areas for a
large number of customers and a large portfolio of supplier
contracts. Within each distribution company, there are risks
related to customer concentration and supplier concentration,
but for the segment as a whole, the diversification represents
a conscious spread of risk.
Thunderful’s Games segment has four clear revenue streams
which increase risk diversification. IP Building is dependent on
a high rate of investment and can generate very high rates of
profitability. Co Deve lopment contributes with predictable rev
enues with stable and high margins without the need to invest,
as well as variable revenue shares from developed games.
Partners contribute with predictable revenues with sta ble and
high margins without the need to invest, as well as variable rev
enue shares from games that our partners self pub lish. Invest
ments is dependent on a certain rate of investments and con
tributes with variable revenue shares from games in which
Thunderful has invested.
Risk management
Thunderful Group has established processes for the Group’s
risk management. The risks are divided into four categories
and, within these categories, there is an additional division
into areas of responsibility, which are delegated to the Group
Management team. The vast majority of risks are managed at
the local and operational level, which in practice means that
the Group Management team has appointed local and opera
tional managers for individual risks. These people are mainly
management team members within Thunderful Games, CEOs
of subsidiaries within Thunderful Distribution, as well as HR,
finance and other s responsible for the relevant processes.
The highest governing body for risk management is the Board
of Directors and its Audit Committee, which continuously
address the risks identified in this section.
Risks
Thunderful Group has chosen to group its risks into four areas.
The following pages first present a risk map with consequences,
likelihood, priority and focus during the year for each area
of risk. A more detailed description of each area of risk is then
given.
Strategic risks are internal and external factors that can affect
Thunderful Group’s operations and ability to achieve the stra
tegic and financial objectives of the operations. Read more
about Thunderful Group’s strategy and financial targets on
pages 12–21.
Operational risks are risks that Thunderful Group can largely
control and prevent itself and that mainly concern employees,
gaming projects, supplier and customer relations and environ
mental impact. Read more about Thunderful Group’s work with
diversity and environmental impact on pages 24–27.
Legal risks relate to Thunderful Group having operations in
which considerable values are generated through IP rights,
with the operations being subject to numerous laws, regula
tions and rules.
Financial risks refer, among other things, to risks related to
maintaining future profitability and credit risks that could
adversely affect the Group’s profits. There are also valuation
and accounting risks. Read more about Thunderful Group’s
financial risk management on page 86.
Sustainability risks run like a common thread through these
areas and involve risks related to employees, climate impact,
anti corruption and human rights. Read more about Thunderful
Group’s sustainability work on pages 22–27. The Corporate
Governance Report on pages 54–61 includes a detailed
description of the internal control aimed at managing risks
in connection with the financial reporting processes.
48
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction Thunderful as
an Investment
Risk by categoryRisk area ConsequenceLikelihoodPriorityFocus 2023
Strategic risks
Market Adaptation to current market trends HighLowHigh
Competition with other game developers and other enter
tainment industries High
LowLow
Inventory build up and impairment need HighMediumHigh
Acquisitions Further acquisitions LowMediumHigh
Integration of acquired operations LowMediumLow
External factors Pandemics, political, economic and other external events MediumMediumMedium
Extreme weather due to climate change MediumLowLow
IT systems Functional and reliable IT systems MediumLowLow
Operational risks
Coworkers Attracting and retaining employees HighMediumHigh
Attracting and retaining senior executives and other key
personnel High
MediumHigh
Physical and mental health in the workplace HighMediumHigh
Recruitment MediumMediumMedium
Game projects Internally developed game projects are not successful HighMediumHigh
Internally developed game projects are delayed MediumMediumMedium
Externally developed game projects are not successful MediumHighMedium
Development of games for different platforms and rela
tionships maintained with all platforms Low
MediumHigh
Supplier relations The contract with Nintendo HighLowHigh
Establishing and maintaining supplier relationships HighLowHigh
Logistics services MediumLowMedium
Human rights at the supplier level HighLowLow
Anti corruption HighLowLow
Customer relationships Limited number of major customers MediumLowMedium
Environmental impact Negative environmental impact and emissions MediumHighMedium
Legal risks
IP rights Protection of intellectual property rights, know how and trade secrets High
LowHigh
Regulatory compliance Compliance with regulations and adaptation to changes
in applicable regulations Low
MediumHigh
Open-Source Software in the game development operations LowLowHigh
Financial risks
Profitability Maintaining future profitability HighLowHigh
Credit risk Exposure to resellers MediumLowHigh
Accounting Valuation and accounting risks MediumLowHigh
IncreasedUnchanged Decreased
49
Thunderful Group | Annual Report 2023
Game: Zelda: Tears of the Kingdom
Studio: Nintendo
50
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction Thunderful as
an Investment
Risk by categoryRisk area Description of risk
Strategic risks
MarketAdaptation to current market trends The Group is dependent on its ability to innovate and to adapt to market trends and preferences. If the
Group fails in this, it could lead to limited or no commercial success for the new games that are developed.
Competition with other game develop
ers and other entertainment industries The Group is subject to competition from other players in the gaming industry as well as other providers
of entertainment ser vices. If end users do not consider the Group’s games to be sufficiently entertaining compared with competing games or other entertainment ser vices, or if these are judged to be practicable
at more affordable prices, provide more variety, interactivity, positive challenges and enjoyment, or if
the Group fails to identify and adapt to prevailing user preferences and gaming trends, this could impede
the Group’s opportunities to develop and launch new games with commercial success.
Inventory build up and
impairment need The Group is dependent on anticipating and responding to changes in consumers’ preferences regarding games, gaming accessories and toys. These markets are sensitive to changes in consumer behaviour, trends and seasonal variations. If the Group fails to respond in time to trends and changes in consumers’ preferences and accordingly adjust its purchases and inventories, this can result in non sal
es, lower margins and/or impairment of inventories, which in turn can have a significant neg ative impact on the Group’s earnings and financial position.
Acquisitions
Further acquisitions The Group may make further acquisitions of game development operations. Evaluating an acquisition
object’s value and future potential at the time of acquisition can be difficult, which entails a risk that the
Group pays too high a purchase price or that an acquisition object’s future prospects are misjudged
due to expectations or other anticipated benefits not materialising. Furthermore, due diligence in con
nection with acquisition processes can be time , cos t an d resource int ensive, which can have a negative effect on ordinary operations. If, on the other hand, the Group refrains from acquisitions, there is a risk
that the Group’s competitors will indirectly benefit from this through reduced competition for acquisition
objects.
Integration of acquired operations The Group and the acquired operations may be adversely affected, as integration processes may be more
costly or more time con suming than expected, or the expected synergies fully or partially fail to emerge. An acquisition process can also negatively affect the acquired operations’ relation shi ps with employees, give rise to unforeseen legal and organisational issues, questions about corp orate culture and different views on how the business should best be conducted, especially as the Group primarily applies a decentral
ised acquisition model where acquired businesses retain a high degree of independence following acquisi
tion. If the Group fails to manage the organisational devel opm ent or other wise adapt to new requirements as a result of acquisitions, the Group may find it more difficult to achieve growth targets and implement its
strategy for Games, while future earning capacity and results may be significantly adversely affected.
External factors Pandemics, political, economic and
other external events The Group’s operations may be affected by general external conditions, such as political, economic and
consumer behavioural trends beyond the Group’s control. Political, social or economic instability, natural
disasters, trade restrictions, future tariffs or pandemics, such as Covid 19,
could affect general demand for the Group’s products, make it difficult to complete purchases from Asia and other geographic areas where
the Group’s suppliers have their operations, and affect the Group’s organisation and daily operations
through changes in working methods and work environment.
Extreme weather due to climate
change Extreme weather events will become more common as a result of climate change. These pose a physical
risk to Distribution, primarily with regard to transports from the factory and transports within the Nordic
region. For Games, the risk is considered to be small as physical risks to ser ver rooms are managed by
means of clear procedures and processes.
IT systems Functional and reliable IT systems
The Group is dependent on well fun ctioning and reliable IT systems and business systems such as ERP systems to successfully develop games, invoice customers, run web shops, manage the Group’s labour force, and more. If the Group suffers from disruptions, interruptions or intrusions, this could cause signifi
cant delays or interruptions in the Group’s operations, as well as leading to increased costs for measures
and management, which could, in turn, have a significant negative impact on the Group’s earnings.
Description
51
Thunderful Group | Annual Report 2023
Operational risks
CoworkersAttracting and retaining employees The Group needs to attract and retain employees with relevant expertise and experience in game develop
ment. If the Group fails to meet its personnel needs, this could lead to delays, interruptions and increased
costs in the game development operations and, in the long term, risk having a significant negative impact
on the Group’s competitiveness and possibilities to realise its strategy and its growth objectives for the
Games segment.
Attracting and retaining senior execu
tives and other key personnel The Group is strongly dependent on its management team and other key personnel who have been active
in the Group’s two segments for a long time and have thereby developed important relationships with part
ners, customers and resellers, as well as a good understanding of the Group’s operations. If any of the
Group’s senior executives or other key personnel were to terminate their employment or choose to assume
a new role in the organisation, it could be difficult for the Group to find suitable replacements with similar education and experience, which could lead to shortage of skills and delays in ongoing projects.
Physical and mental health in the
workplace
An unhealthy corporate culture with a poor work environment can cause increased sick leave. Striv ing f or good physical and mental health in the workplace is therefore an important issue where the Group is estab lishing Group wid e norms and principles to promote good health and a beneficial working environment.
Recruitment The Games business area operates in what has historically been a male dom inated industry with homoge
neous teams that do not reflect the broad market of players that the Group seeks to target. Not being able
to recruit a diversity of people risks leading to games that suit the target group less well. The Group there
fore works actively to build a culture that promotes diversity and inclusion to facilitate the recruitment of
more heterogeneous teams.
Game projects Internally developed game projects
are not successful The Group is dependent on successfully developing additional and new games as well as larger game titles
in order to develop the Games segment. If the Group fails in this, it could have material negative effects on
the Group’s earnings and possibilities to achieve growth and its long ter
m strategy for the Games segment.
Internally developed game projects
are delayed The development and publishing of games are exposed to project rel ated risks that could involve increased costs, delays or interruptions, or that development requires more resources than originally planned. Inter
ruptions, delays and setbacks in game development could also damage the Group’s reputation.
Externally developed game projects
are not successful
The Group’s publishing operations may fail to publish new game titles and there is a risk that pub lis hed titles will not achieve commercial success. If a game receives negative criticism, for example due to design flaws,
it is not certain that the Group and the game developer have the same view on how, or if, it is appropriate to
make changes to the game and that the Group is ultimately unable to influence the game developer in the
direction that the Group prefers. There is also a risk that the Group will not succeed in finding and contract
ing external game developers, that the Group will not be able to enter into agreements with external game
developers on the terms sought by the Group, or that external game developers will not meet their obliga
tions under agreements and/or the Group’s expectations. All in all, this can lead to the Group not earning
a return on its invested capital and/or rendering the release of new games more difficult or less successful.
Development of games for different
platforms and relationships main
tained with all platforms The Group is (and will in future be) dependent on developing games for various platforms, and estab lis hing and maintaining relationships with distributors, primarily providers of digital distribution platforms, to be
able to sell the games that the Group develops. If the Group fails to establish relationships with such play
ers, or fails to establish relationships on favourable terms, this could make it difficult for the Group to reach
end users and thus to generate sales revenue from games. This could thus have a significant negative effect
on the Group’s competitive situation and long ter m earning capacity. Should the Group have to identify and establish itself on alternative distribution channels to sell games, increased expenses could also be
incurred.
Supplier relations The contract with Nintendo The Group company Bergsala distributes Nintendo products in the Nordic and Baltic countries and is com
pletely dependent on Nintendo for its continued operation. Should the relationship with Nintendo deterio
rate or cease, it could complicate Bergsala’s operations or lead to the com plete termination of its business.
Establishing and maintaining supplier
relationshipsThe Group needs to establish and maintain partnerships with manufacturers and suppliers of games, game
accessories and toys. Failed, deteriorated or terminated partnerships could lead to the Group not being
able to provide an attractive product range and thereby lose competitive advantages and impair its market
position in the distribution operations.
52
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction Thunderful as
an Investment
Operational risks (cont.)
Supplier relations
(c ont .)Logistics services
The Group uses warehouses to store games, game accessories and toys supplied by manufacturers and
suppliers. These warehouses are leased by external property owners, with warehouse management being
provided by external suppliers of warehousing and logistics services. Termination of, or deficiencies in,
these services, may adversely affect operations in the form of increased expenses and delays. There is also
a risk of damage to warehoused products due to, for example, fire, theft, sabotage or other accidents. This
could lead to delayed deliveries and thus affect the Group’s ability to meet its obligations to resellers.
Human rights at the supplier level Risks to human rights at the supplier level occur within Distribution, where the value chains differ from
company to company. Some act only as a distributor without transparency in the supplier’s production or supply chain, while others procure production of items. In such cases, the supplier is required to sign the
Group’s Code of Conduct for Distribution companies or alternatively to join BSCI or ICTI. Read more about
the member organisations on page 28.
Anti corruption There are few points of contact in the Group’s operations where corruption could arise. In Games, it could
arise in connection with acquisitions and in the publishing business. For Distribution, some points of contact
entail risks in connection with production and choice of supplier. The Group manages risk through clear
processes and a Group wid e Code of Conduct to which all employees are expected to adhere.
Customer relationships Limited number of major customers Terminated partnerships with resellers or financial difficulties for the resellers could lead to increased costs
and loss of revenue. Should any of the Group’s resellers terminate the agreement or end up in financial diffi
culties, the Group could be adversely affected in the short term. This could result in delays, credit losses,
loss of revenue and adjustment costs to find new resellers to partner with, which could have a material
negative effect on the Group’s earnings and cash flow.
Environmental
impact Negative environmental impact and
emissions The largest negative environmental impact within the Group is in Distribution, whose value chain
includes production, transport and handling of waste and recycling of physical products. Beyond
that, the Group’s environmental impact consists of office operations and ser ver rooms. The Group has decided to fir st map all emissions in order to subsequently be able to influence and minimise them.
Legal risks
IP rights
Protection of intellectual property
rights, know how a nd trade secrets The Group is exposed to risks related to insufficient protection of intellectual property rights, know how a nd trade secrets, because intellectual property rights form an essential part of the Group’s assets, primarily in the form of copyright on in hou se developed games and software, publishing licences to games whose rights are owned by third parties, trademarks, domain names and internal specific knowledge and know how .
Regulatory compliance Compliance with regulations and
adaptation to changes in applicable
regulationsThe Group may fail to comply with regulations and fail to adapt to changes in applicable regulations.
Changes in legislation and other regulations may partly mean that the Group needs to allocate additional
resources for regulatory compliance measures, which may entail additional costs, and partly also affect
the Group’s sales opportunities. If the Group fails in its compliance measures, this could also lead to sanc
tions, fines, sales stoppages or other compensation claims from authorities or others, which could nega
tively affect the Group’s reputation, for example through negative publicity. Failed compliance measures
can thus have a significant negative impact on the Group’s operations and earnings.
Open-Source Software in the game development
operations The Group uses open source software within the framework of game development operations. The use of
open source software may mean that the Group must publish its source code in order not to violate relevant
terms, or if breaches of terms occur, pay damages, rework games, stop distribution of games or take other
measures that could take time, be costly and damage the Group’s reputation or other wise adversely affect
the Group’s operations.
Financial risks
For financial risks, see Note 4 on page 86.
53
Thunderful Group | Annual Report 2023
Corporate Governance Report
Legislation and Swedish Corporate Governance Code
Thunderful Group AB, the Parent Company of Thunderful Group,
is a Swedish public limited company. Prior to listing on First North
Premier, the company’s corporate governance was based on the
Swedish Companies Act (2005:551), the Swedish Annual Accounts
Act (1995:1554) and other applicable laws and regulations, as well
as the company’s Articles of Association and internal rules and
instructions.
From the time of listing the company’s shares on First North Premier,
the company must also comply with First North Premier’s rules for
issuers, rulings from the Swedish Securities Council regarding good
practice in the Swedish securities market and apply the Swedish
Corporate Governance Code (the “Code”). The Code sets a higher
standard for good corporate governance than the minimum require-
ments of the Swedish Companies Act and thus complements the
Swedish Companies Act by setting higher corporate governance
requirements in a number of areas, but at the same time enables the
company to deviate from these in individual cases if this is deemed
to result in better corporate governance (following the principle of
“comply or explain”). Such deviations, and the chosen alternative
solution, shall be described, and the reasons for the deviation
explained, in an annual Corporate Governance Report. The com –
pany has not noted any deviations from the Code since the publica –
tion of the 2020 Annual Report and until the publication of this
Annual Report.
General Meeting
In accordance with the Swedish Companies Act, the General Meet –
ing is the company’s highest decision-making forum. At the General
Meeting, the shareholders exercise their right to vote on the compa –
ny’s affairs in key issues, such as amendments to the company’s Arti –
cles of Association,election of the Board of Directors and auditors,
and appropriation of the company’s profit or loss. The Annual Gen –
eral Meeting (AGM) must be held within six months from the end of
the financial year. In addition to the AGM, Extraordinary General
Meetings may be convened. According to the company’s Articles
of Association, notices of General Meetings shall be published in
the Swedish Official Gazette (Sw. Post och Inrikes Tidningar) and
be made available on the company’s website. Furthermore, an
announcement that the notice has been issued shall be published in
the Swedish daily newspaper Dagens Industri. Shareholders wishing
to attend and vote in a General Meeting, either in person or by proxy,
must be included in the shareholders’ register maintained by Euro –
clear Sweden on the record date for the Meeting and notify the
company of their participation no later than on the date stipulated
in the notice convening the Meeting. This date cannot be a Sunday,
other public holiday, Saturday, Midsummer Eve, Christmas Eve or
New Year’s Eve and shall not fall earlier than on the fifth business
day prior to the Meeting.
Bergsala Holding AB, which held 25.5 percent of the votes per 31st
December 2023, was the only owner that held, directly or indirectly,
shares representing one tenth or more of the number of votes for all
shares in the company.
The Annual General Meeting (AGM) was held in Gothenburg on
17 May 2023. At the AGM among other things, the election of the
board, auditors and election committee was carried out. Further -more, the following decisions were taken:
• the board was authorized to, in the period leading up to the 2024
AGM, on one or more occasions decide on a new issue of shares,
warrants and/or convertibles up to a maximum of 7,029,059 shares,
which corresponded to a dilution of approximately 10 percent of all
outstanding shares at the time for the summons.
• establishment of warrant-based incentive program 2023/2026
for certain key persons and decisions on staff option program
2023/2026 for certain foreign key persons and targeted issue of
warrants for delivery of shares in staff option program 2023/2026.
• amendment of the articles of association
Minutes from the 2023 Annual General Meeting are available at
www.thunderfulgroup.com under “Corporate governance/Annual
General Meeting”
Nomination Committee
Provisions on the establishment of a Nomination Committee are
found in the Code. The Nomination Committee’s main task is to pres
–
ent appropriate candidates for the roles of Chairman of the Board,
Board Members and auditor, as well as remuneration to these.
The Extra General Meeting held on 2 September 2020 resolved to
adopt instructions and rules of procedure for the Nomination Com –
mittee. The Nomination Committee shall comprise the Chairman of
the Board and three committee members appointed by the three
largest shareholders as per 30 September.
If any of the three largest shareholders choose to waive their right
to appoint a member to the Nomination Committee, or if a member
refrains from joining or resigns from the Nomination Committee
before the assignment is completed, the Chairman of the Board
shall offer the next shareholder (i.e. the fourth largest shareholder)
the opportunity to appoint a member of the Nomination Committee,
and so on. The Nomination Committee appoints a chairman from
among its members. The Chairman of the Board or any other of the
company’s Board Members shall not be the chairman of the Nomi –
nation Committee.
The members of the Nomination Committee shall be announced no
later than six months before the AGM. If the shareholder structure
changes significantly no later than seven weeks before the AGM,
a new member shall be appointed. When such a member has been
appointed, this member shall replace the former member of the
Nomination Committee who no longer represents one of the three
largest shareholders. The members of the Nomination Committee
shall not receive remuneration from the company, unless the Gen –
eral Meeting decides otherwise.
During 2023, the following nomination committee has been
appointed for the 2024 general meeting: Anders Holmgren (Setter –
walls law firm as representative of Bergsala Holding), Brjann Sigur –
geirsson (representing himself), Anders Enochsson (representative
of Knutsson Holding) and Patrick Svensk (chairman of the board).
Board of Directors
The Board of Directors is the highest decision-making body of the com –
pany after the General Meeting. According to the Swedish Companies
Act, the Board of Directors is responsible for the organisation and
54
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
management of the company’s affairs, which means that the Board
of Directors is responsible for, among other things, setting targets
and strategies, securing processes and systems for evaluation of
targets, continuously assessing the company’s financial results and
position, and evaluating the operational management. Furthermore,
the Board of Directors is responsible for ensuring that accurate
information is given to the company’s shareholders, that the com-
pany complies with laws and regulations and that the company
develops and implements internal policies and ethical guidelines.
Moreover, the Board of Directors is responsible for ensuring that
annual and interim reports are prepared in a timely manner. The
Board of Directors also appoints the company’s CEO.
The members of the Board of Directors are elected annually at the
AGM for the period until the next AGM. According to the company’s
Articles of Association, the Board of Directors shall comprise not less
than four and not more than eight Board Members. Currently, the
Board of Directors comprises five ordinary Board Members elected
by the General Meeting.
According to the Code, the Chairman of the Board is to be elected
by the AGM. The role of the Chairman of the Board is to lead the
Board of Directors’ work and to ensure that the work is carried out
efficiently, and that the Board of Directors fulfils its obligations.
The Board of Directors adheres to written rules of procedure which
are revised annually and adopted at the Board meeting following
election. The rules of procedure regulate, among other things, the
practices of the Board of Directors, tasks, decisions-making within
the company, the Board of Directors’ meeting agenda, the duties
of the Chairman of the Board and the allocation of responsibilities
between the Board of Directors and the CEO. Instructions for finan –
cial reporting and instructions for the CEO are also adopted in con –
nection with the Board meeting following election. The Board of
Directors’ work is also carried out based on an annual briefing plan
which fulfils the Board of Directors’ need for information. The Chair –
man of the Board and the CEO maintain, alongside the Board meet –
ings, an ongoing dialogue on the management of the company.
The Board of Directors meets according to a pre-determined annual
schedule and in addition to the Board meeting following election, at
least five ordinary Board meetings shall be held between each AGM.
In addition to these meetings there are informal contacts between
the Board Members. In 2023, 16 Board meetings were held. Owe
Bergsten did not take part in the Board meeting on 19 October 2023,
but otherwise all of the Board Members took part in the Board meet –
ings.
At the end of the year, a board evaluation was carried out, which
showed a well-functioning board work. The board evaluation is done
through a survey. The answers are compiled and discussed with the
Board, CEO and the Nomination Committee.
The Board of Directors diversity policy
The Board as a whole must have a collective competence and expe –
rience appropriate for the work of the Board for the business that is
conducted and to be able to identify and understand the risks that
the business entails and the regulations that regulate the business
that is conducted. When electing new Board members, the suitabil -ity of the individual member must be tested with the aim of achiev
–
ing a Board with a collective competence that is sufficient for effec –
tive management of the company. The Nomination Committee
strives for relevant expertise in gaming and distribution business,
financing and more, as well as an even gender distribution. It is
the responsibility of the Nomination Committee to take this into
account, with the aim of achieving an appropriate composition of
the board with regard to the company’s operations and conditions
in general. The composition of the board consists of one woman and
four men and is judged to represent a breadth of knowledge and
valuable contact networks in relevant areas.
Board committees
The Board of Directors has established an Audit Committee accord –
ing to the Swedish Companies Act and a Remuneration Committee
according to the Code. A more detailed description of the Commit –
tees’ current composition and tasks is presented below.
Audit Committee
The Audit Committee is comprised of the Chairman of the Board
Patrick Svensk, and the Board Member Mats Lönnqvist, also chair –
man of the Committee. The Audit Committee shall, without it affect –
ing the Board’s responsibilities and tasks in general, monitor the
company’s and Group’s financial reporting, monitor the efficiency
of the company’s and the Group’s internal control, internal auditing
(if such a function is established in the future) and risk management,
keep informed about the auditing of the Annual Report and consoli –
dated financial statements as well as the conclusions of the Swedish
Inspectorate of Auditors’ quality control. The Committee shall also
review and monitor the auditor’s impartiality and independence, and
in particular note if the auditor provides the company with services
other than auditing services. In 2023, five Audit Committee meetings
were held where all members participated.
To the extent that the Nomination Committee is not assigned this
task, the Audit Committee shall also assist in the preparation of
proposals for the General Meeting’s decision regarding the election
of auditors.
Remuneration Committee
The Remuneration Committee is comprised of the Board Members
Patrick Svensk, chairman of the Committee, and the Board Member
Owe Bergsten. The Remuneration Committee’s role is mainly to
prepare the Board of Director’s decisions in matters concerning (i)
remuneration principles, remuneration and other terms of employ –
ment for the Group Management, (ii) to monitor and evaluate pro –
grammes for variable remuneration to the Group Management that
were ongoing or completed during the year, and (iii) to monitor and
evaluate the application of any guidelines for remuneration to sen –
ior executives adopted by the General Meeting as well as current
remuneration structures and remuneration levels. In 2023, two
Remuneration Committee meetings were held where all members
participated.
CEO and other senior executives
The CEO is subordinate to the Board of Directors and responsible
for the ongoing management and day-to-day running of the com –
pany. The rules of procedure for the Board of Directors and the
instructions for the CEO stipulate the division of work between the
55
Thunderful Group | Annual Report 2023
Board of Division and CEO. Thunderful Group has a Group Man-
agement comprising three persons which, in addition to CEO Martin
Walfisz, is comprised of Per Arnefelt interim CFO, Claire Boissiere
EVP of Studios & Development, Kathrin Strangfeld EVP of Opera-
tions, Johan Mannerhill EVP of Distribution and Sue Smith GVP
of People & Culture.
Remuneration to Board Members, the CEO and
senior executives
Remuneration to Board Members
The AGM resolves on remuneration to Board Members elected by
the AGM. The Annual General Meeting on 17 May 2023, resolved that
the Board remuneration payable until the next AGM shall be SEK
1,500 thousand, of which SEK 500 thousand shall be paid to the
Chairman of the Board and SEK 250 thousand to each of the other
Board Members. SEK 50 thousand shall be paid to the chairman of
the audit committee and SEK 30 thousand to each member of the
audit committee. SEK 40 thousand shall be paid to the chairman of
the renumeration committee, and SEK 20 thousand shall be paid to
each member of the remuneration committee. Board Members are
entitled to a fee in relation to the number of months each Board
Member has held the position from the time of election until the
next AGM is held.
The table above presents remuneration to the company’s Board
Members as described above and refers to remuneration paid dur –
ing the financial year of 2023 including any conditional or deferred
remuneration and any benefits in kind that have been granted for
services performed for the Group, regardless of by whom or in what
capacity the services have been performed. All amounts are stated
in SEK thousands and remuneration has been paid by the Group
companies.
Remuneration guidelines for senior executives
At the Extra General Meeting held on 2 September 2020, guidelines
for remuneration for the CEO and other members of the Group
Management were approved. The main principle is that remunera –
tion and other employment conditions for members of the Senior
Management shall be based on market terms and be competitive in
order to ensure that the company can attract and retain competent
members of the Senior Management at a reasonable cost for the
company.
The total remuneration for the Senior Management may consist of
fixed salary, variable remuneration, pension and other benefits. In
order to avoid that the Senior Management is encouraged to take unreasonable risks, there shall be a fundamental balance between
any fixed and variable remuneration. The fixed salary shall thus
be large enough in relation to the total remuneration paid to the
member of the Senior Management in order to render it possible to
reduce the variable remuneration to zero. The variable remuneration
to a member of the Senior Management whose function or total
remuneration level implies that he or she can have a material effect
on the company’s risk profile, may not be greater than the fixed
salary. Variable remuneration is to be linked to predetermined and
measurable performance criteria, formulated with the objective
to promote the Group’s long-term value creation. Remuneration shall
not discriminate on grounds of gender, ethnic background, national
origin, age, disability or other irrelevant f act
ors.
Regarding employments that are regulated by laws and regulations
other than Swedish, necessary adjustments may be adopted
regarding pension benefits and other benefits in order to follow
such imperative regulations or fixed local customs, whereas these
guide-lines overall purpose shall be applied as far as possible.
Fixed salary
Members of the Senior Management employed by the Group shall be
offered a market level fixed salary on market terms, based on the work
instructions, degree of difficulty of the work performed as well as
responsibilities, experience, competence and performances. Salary
shall be determined per calendar year with an annual salary revision.
Members of the Senior Management active in the Group on a con –
sultancy basis are paid a market level consultancy fee based on
responsibilities and performances for time spent.
Variable remuneration
The Group does not currently offer any variable remuneration and
thus the Group does not have any obligations regarding variable
remuneration to Senior Management. If the Group would like to pay
variable remuneration to Senior Management amendments to this
remuneration policy are necessary to be made.
Certain variable remuneration can be provided due to extraordinary
circumstances, provided that such extraordinary arrangements are
solely made on an individual level in order to either recruit or retain
members of the Senior Management, or as remuneration for an
extraordinary work performance beyond the persons ordinary work
tasks. Such remuneration may not supersede a sum corresponding
to 50 percent of the annually fixed salary and may not be provided
more than once a year per person. Resolutions regarding such
remuneration shall be made by the board of directors.
Remuneration to Board Members 2023 (SEK thousand)
Name Board feeSalaryOther benefits BonusPensionTotal remuneration,
bonuses and pensions
Patrick Svensk 332.5–––– 335.2
Mats Lönnqvist 725.0–––– 725.0
Owe Bergsten 422.6–––– 422.6
Tomas Franzén 425.8–––– 425.8
Oskar Burman 250.0–––– 250.0
Cecilia Ogvall 275.0–––– 275.0
Sara Bach 145.8–––– 145.8
Total: 2 ,576.7–––– 2 ,576.7
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StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
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Introduction
Thunderful as
an Investment
Remuneration to senior executives 2023 (SEK thousand)
NameSalary Other benefits BonusPensionTotal remuneration,
bonuses and pensions
Martin Walfisz, CEO (from September 2023) 1,683.630.8870.0 380.1 2 ,964.5
Anders Maiqvist, former Acting CEO (up to and including August
2023) 2,038.73 9. 7966.7 568.8 3 , 61 3 .9
Other members of Group Management
1) 13,025.7 8 4.91,078.0 812.3 15,000.9
Total: 16,748.1155.42 ,9 1 4.7 1,761.2 2 1 , 57 9. 3
1) Other members of Group Management amounted to six people at the end of 2023. In addition, former Chief Financial Officer Lennart Sparud and former Chief Strat – egy & Investment Offic er Agostino Simonetta are included up to and including December 2023.
Share related incentive programs
Certain members of the Senior Management participate in share
related option programs in Thunderful. The programs are described
in the annual report. The remuneration committee and the board of
directors shall annually evaluate whether to propose additional
share related incentive programs.
The board of directors shall each year consider whether the annual
shareholders’ meeting is to be proposed to adopt a share based
incentive program. Proposed incentive programs shall contribute
to a long-term value growth. As share related incentive programs
are resolved by the shareholders’ meeting, this remuneration policy
does not apply to such programs.
It shall be possible to offer members of the Senior Management
corresponding incentives as should have been offered pursuant to
a share based incentive program, should it show to be practically
impossible to effectuate such program in the tax domicile of a mem –
ber of the Senior Management, or if the company assesses that
such participation cannot take place at reasonable administrative
costs or financial contributions. The cost and the investment for the
company as well as the incentive and financial outcome for the Sen –
ior Management member in question shall under those circumstances
essentially correspond to the share based incentive program.
Pension
Members of the Senior Management employed by the Group are
entitled pension in accordance with the Group’s Pension Policy,
which is in line with the ITP pension scheme. Members of the senior
management shall, unless otherwise specifically agreed upon,
be offered pension terms which are in accordance with the market
in the country where the members of the senior management are
habitually resident. Variable remuneration shall, as a main rule,
not be considered pensionable income.
Other benefits
Other benefits such as a company car, additional health insurance
and medical benefits shall be limited in value in relation to other
remuneration, at the most 30% of the fixed salary, and shall be paid
only in so far as it is considered to be in accordance with the market
for other members of senior managements holding corresponding
positions on the employment market where the member in question
is operating.
Termination and severance payment
The managing director and one other members of the Senior Man –
agement have mutual notice periods of six (6) months. Senior Man –
agement active in the Group on a consultancy basis have entered into consultancy agreements with the Group remaining in force
either for a period of 12 months to be extended one (1) month before
the expiry of the first 12 month period or until terminated by either
party with at least two (2) months’ written notice.
Redundancy pay, apart from salary, during the period of termina
–
tion notice is not allowed.
Deviations from the remuneration policy
The board of directors shall be entitled to deviate from the guide –
lines in this policy in individual cases if there are special reasons
for doing so and if it is necessary in order to facilitate the long-term
interests of the company, including sustainability.
The table below presents remuneration to the senior executives and
refers to remuneration paid during 2023 including any cond itional
or deferred remuneration and any benefits in kind (including e.g.
car benefits) that have been granted for services performed for the
Group, regardless of by whom or in what capacity the services have
been performed. All amounts are stated in SEK thousands and remu –
neration has been paid by the Group companies.
Incentive programmes
The Group has set up share-based incentive programmes for some
of the company’s Board Members and senior executives.
The terms of the incentive programmes are described below. The
maximum number of shares that can be issued in total under the
three incentive programmes, without consideration of potential
future recalculation in accordance with the warrant terms for the
respective programmes, amounts to 1,210,000 shares, which corre –
sponds to a dilution of approximately 1.7 percent based on the
assumption that all programmes are fully exercised and calculated
on the number of shares in the company as per 31 December 2023.
Warrant-based incentive programme 2020/2023 (i)
The Extraordinary General Meeting on 2 September 2020 resolved
on a warrant-based incentive programme for the company’s Board
Members Oskar Burman and Cecilia Ogvall through the issue of
168,350 warrants and a programme for the Group’s CFO and Head
of Distribution at that time plus certain key personnel through the
issue of 350,870 warrants. The warrant programme was imple –
mented in October 2020 and for each warrant, a warrant premium
of SEK 1.20 was paid.
Each warrant entitles the holder to acquire a new share in the com –
pany at an exercise price amounting to SEK 38.37 per share. The
warrants can be exercised during the period from 1 November 2023
to 30 November 2023 inclusive. Upon full exercise of all issued war –
57
Thunderful Group | Annual Report 2023
rants, a total of 519,220 new shares would be issued and the share
capital would increase by SEK 5,129.22, which corresponds to a dilu-
tion of approximately 0.74 percent based on the assumption that all
of the warrants in the programme are fully exercised and based on
the number of shares in the company as per 31 December 2023. The
warrants are subject to customary recalculation provisions in
connection with issues, etc.
As the share price was lower than the exercise price, the programme
expired in November 2023.
Warrant-based incentive programme 2022/2025 (ii)
The Annual General Meeting held on 27 April 2022 resolved to imple –
ment a warrant-based incentive programme for the new CFO of the
Group, the Group’s CSIO and the Group’s COO through an issue of
270,000 warrants. The warrant programme was implemented in May
2022 and a SEK 0.27 warrant premium was paid for each warrant.
Each warrant entitles the holder to acquire a new share in the com –
pany at an exercise price of SEK 47.22 per share. The warrants can
be exercised during the period from 19 May 2025 to 30 June 2025
inclusive. Upon full exercise of all issued warrants, a total of 270,000
new shares will be issued and the share capital will increase by SEK
2,700.00, which corresponds to a dilution of approximately 0.38
percent based on the assumption that all of the warrants in the
programme are fully exercised and based on the number of shares
in the company as per 31 December 2022. The warrants are subject
to customary recalculation provisions in connection with issues, etc.
Warrant-based incentive programme 2023/2026 (iii)
The Annual General Meeting held on 17 May 2023 resolved on a war –
rant-based incentive programme for the Group CEO, the CFO at
that time and certain key personnel in the Group through an issue
of 940,000 warrants. The warrant programme was implemented in
June 2023 and a SEK 2.23 warrant premium was paid for each
warrant.
Each warrant entitles the holder to acquire a new share in the com –
pany at an exercise price of SEK 20.28 per share. The warrants can
be exercised during the period from 19 May 2026 to 30 June 2026
inclusive. Upon full exercise of all issued warrants, a total of 350,870
new shares will be issued and the share capital will increase by SEK
3,508.70, which corresponds to a dilution of approximately 0.50 per –
cent based on the assumption that all of the warrants in the pro –
gramme are fully exercised and based on the number of shares in
the company as per 31 December 2023. The warrants are subject
to customary recalculation provisions in connection with issues, etc.
Internal control and risk management
According to the Swedish Companies Act, the Board of Directors is
responsible for the company’s organisation and the management
of the company’s affairs and must regularly assess the company’s
and the Group’s financial position and ensure that the company’s
organisation is designed to make sure the accounting, asset man –
agement and the company’s financial conditions in other regards
are adequately monitored.
The overall purpose of the internal control is to ensure that the com –
pany’s strategies and targets can be implemented and to ensure
that the financial reporting has been prepared in accordance with applicable laws, accounting standards and other requirements
imposed on listed companies. The Swedish Companies Act, the
Swedish Annual Accounts Act and the Code govern the Board of
Directors’ responsibility for the internal control of the company.
The allocation of the roles and responsibilities has been stated in
the rules of procedure for the Board of Directors, the instructions
for the CEO and the instructions for financial reporting, all of which
have been adopted by the Board of Directors, to contribute to effec
–
tive management of the company’s risks. The Board of Directors is
also responsible for monitoring the company’s financial position,
overseeing the effectiveness of the company’s internal control and
risk management, staying informed about the audit of the Annual
Report and consolidated financial statements, and reviewing and
monitoring the auditor’s impartiality and independence.
Control environment
The Board of Directors bears the overall responsibility for internal
control of financial reporting. To create and maintain a functioning
control environment, the Board of Directors has adopted a number
of policies and governing documents that regulate, among other
things, financial reporting, but also IT security. These mainly com –
prise the rules of procedure for the Board of Directors, the instruc –
tions for the CEO, instructions for committees set up by the Board
of Directors and instructions for financial reporting. The Board of
Directors has also established an Audit Committee whose main task
is to monitor the company’s financial reporting, to oversee the effec –
tiveness of the company’s internal control, internal audit (to the
extent such a function is established) and risk management, and
to review and monitor the auditor’s impartiality and independence.
Responsibility for the day-to-day work of maintaining the control
environment rests primarily with the company’s CEO, who reports
to the Board of Directors regularly in accordance with established
instructions. The CEO shall regularly and, as needed, keep the
Board of Directors informed of the condition and progress of the
Group’s business, revenues, earnings, financial position, cash flow
and credit position. Furthermore, the CEO shall inform the Board
of Directors of any significant business event for the Group and any
event or circumstance whose existence, from the perspective of the
Board of Directors, is significant to the Group.
In addition to the internal monitoring and reporting, the company’s
external auditors report to the CEO and the Board of Directors
during the financial year. The auditors’ reporting gives the Board
of Directors a good understanding and reliable documentation
regarding the financial reporting in the Annual Report.
Risk assessment and control activities
The risk assessment work includes identifying and evaluating the
risk of material errors in the company’s operational process, which
includes accounting and reporting at Group and subsidiary level.
Risk assessment is carried out on an ongoing basis and in accord –
ance with established guidelines focusing on the company’s signifi –
cant business processes. Within the Board of Directors the Audit
Committee is primarily responsible for continuously evaluating the
risk situation of the company, after which the Board of Directors
conducts an annual review of the risk situation. The main purpose of
control activities is to identify and limit risks. The Board of Directors
is responsible for the internal control and the monitoring of the sen –
ior management. This is implemented through both internal and
58
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
external control activities as well as through review and follow-up
of the company’s policies and governing documents.
Information and communication
The company has information and communication channels
intended to promote the accuracy of financial reporting and to
facilitate reporting and feedback from operations to the Board of
Directors and the management, for example by making corporate
governance documents such as internal policies, guidelines and
instructions regarding the financial reporting available and known
to affected employees. Financial reporting is implemented mainly in
a Group-wide system with predefined report templates. The compa-
ny’s financial reporting follows the laws and regulations that apply
in Sweden and the local rules in each country where the business
is conducted. The company’s information to the shareholders and
other stakeholders is provided via the Annual Report, interim
reports and press releases.
Monitoring
The CEO ensures that the Board of Directors receives continuous
reports on the development of the company’s operations, including
the company’s results and position, and information about impor –
tant events, such as progress in individual projects. In general, the
CEO also reports on these issues at each Board meeting. The Board
of Directors and the Audit Committee review the Annual Report and
quarterly reports and carry on financial evaluations in accordance
with the established plan. The Audit Committee monitors financial
reporting and other related issues and regularly discusses these
issues with the external auditors.
Auditing
As a public company, the company is required to have at least one
auditor to review the company’s and the Group’s Annual Reports
and accounting, as well as the Board of Directors’ and the CEO’s
administration. The review must be as thorough and comprehensive
as good auditing practice requires. The company’s auditor is
appointed in accordance with the Swedish Companies Act and by
the General Meeting. An auditor in a Swedish limited company thus
has an assignment from, and reports to, the General Meeting and
may not allow himself or herself to be guided in his or her work by
the Board of Directors or any senior executive. The auditor’s report –
ing to the General Meeting takes place at the AGM through the
auditor’s report.
According to the company’s Articles of Association, the company
must have one to two auditors and a maximum of one deputy audi –
tor. A registered audit firm can also be appointed as auditor. The
company’s current auditor is Öhrlings PricewaterhouseCoopers AB
with Nicklas Kullberg as auditor in charge. Remuneration to the com –
pany’s auditor is paid in accordance with an approved invoice.
Remuneration to Öhrlings PricewaterhouseCoopers AB was SEK 3.3
million for the 2023 financial year and pertained to auditing services
for the company.
Stock market information and insider rules
Listed companies are required to give all players in the stock market
simultaneous access to insider information about the company, and
there are insider rules to prevent market abuse. The Board of Directors has, among other things, adopted a commu
–
nication and insider policy to ensure the accuracy and good quality
of the company’s information and handling of insider information
both internally and externally. The Chairman of the Board deals with
overall shareholder-related issues, while the CEO has overall respon –
sibility for the company’s external communication.
Policies and guidelines regarding disclosures and insider rules as
well as updates and amendments are made available and known
to the staff concerned, and the Group Management reviews the
regulations with employees. The company’s regulations have been
established in accordance with Swedish legislation, First North Pre –
mier’s regulations and the Code, as well as the EU Market Abuse
Regulation (MAR). All financial reports and press releases since list –
ing are published on the company’s web site (www.thunderfulgroup.
com) in direct connection with publication.
Auditor’s report on the corporate governance report
To the general meeting of the shareholders of Thunderful Group AB
(Publ), corporate identity number 559230-0445.
Engagement and responsibility
The Board of Directors is responsible for ensuring that the corporate
governance statement for the year 2023 on pages 54 – 61 has been
prepared in accordance with the Annual Accounts Act.
The scope of the audit
Our examination of the corporate governance statement is con –
ducted in accordance with FAR´s standard RevR 16 The auditor´s
examination of the corporate governance statement. This means
that our examination of the corporate governance statement is dif –
ferent and substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and generally
accepted auditing standards in Sweden We believe that the exami –
nation has provided us with sufficient basis for our opinions.
Opinion
A corporate governance statement has been prepared. Disclosures
in accordance with chapter 6, section 6, the second paragraph,
points 2–6 of the Annual Accounts Act and chapter 7, section 31, the
second paragraph of the same law, are consistent with the other
parts of the annual accounts and consolidated accounts and are
in accordance with the Annual Accounts Act.
Gothenburg, 24 May 2024
Öhrlings PricewaterhouseCoopers AB
Nicklas Kullberg
Authorised Public Accountant
59
Thunderful Group | Annual Report 2023
Board of Directors
Chairman of the Board since 2023
Born 1966
Background and education:
MSc. Business Administration, Finance and Marketing,
Stockholm School of Economics.
Since 1991, Patrick Svensk has, among other things, been
CEO of T V3 Sweden, Kanal 5, Zodiak Enter tainment, Nice
Entertainment and Bright Group as well as chairman of
the board of Betsson, Readly and Scrive.
Selection of other assignments:
Chairman of the board of Scrive AB, Hacksaw AB and
Readly International AB. Board member of PodX Group AB (incl subsidiaries).
Holdings in the company:
15,000 shares
Independent in relation to the co mpany: Ye s
Independent in relation to major shareholders:
Ye s
Favourite Thunderful game:
Lost in Random
Favourite Nintendo game:
Mario Golf SuperRush
Board member since 2020
Born 1954
Background and education:
BSc in Economics and Business Administration, Sto ckholm School of Economics. Mats Lönnqvist has over 30 years of
experience working in senior positions in economics and
finance in international groups. Previous roles include
CFO of the government- own ed company Securum, and CFO and deputy CEO of Biacore, Esselte, Postnord and
SAS.
Selection of other assignments:
Chairman of the board of Hydroscand Group AB, Ovacon
AB, Östa Bostäder AB etc. Board member of Nor va 24
Group AB, Prosero Security Holding AB, Liljedahl Group AB
and Tagehus Hol ding AB etc.
Holdings in the company:
156,879 shares
Independent in relation to the co mpany: Ye s
Independent in relation to major shareholders:
Ye s
Favourite Thunderful game:
Lost in Random
Favourite Nintendo game:
Pikmin 3
Patrick
Svensk
Tomas
Franzén Sara
Bach
Mats
Lönnqvist Owe
Bergsten
Board Member since 2019
Born 1950
Background and education:
Several engineering courses at Chalmers University of
Technology. Owe Bergsten founded Bergsala in 1976
together with Pierre Sandsten and Lars-Göran Larsson
and has been running and working at Bergsala since its
foundation.
Selection of other assignments:
Chairman of the board of Havsskatten AB. Board member
of Bergsala Holding AB, Logi & Bastu på Käringön AB and
Orrviken Invest Aktiebolag.
Holdings in the company:
17,913,693 shares
Independent in relation to the co mpany: Ye s
Independent in relation to major shareholders:
No
Favourite Thunderful game:
SteamWorld Dig
Favourite Nintendo game:
Zelda: Wind Waker
Board Member since 2020
Born 1962
Background and education:
MSc. Engineering at Linköping University.
Tomas Franzén has many years of experience as CEO and
chairman of the board within the Bonnier Group, Com
Hem, Eniro and Song Networks (later TDC).
Selection of other assignments:
Chairman of the Board of Tie toEvry Corp, Pamica Group, Elajo Invest AB etc.
Board member of Axel Johnson Aktiebolag, Dustin Group
AB, Liljedahl Group AB, Mar tin & Ser vera etc.
Holdings in the company:
136,879 shares
Independent in relation to the co mpany: Ye s
Independent in relation to major shareholders:
Ye s
Favourite Thunderful game:
Wavetale
Favourite Nintendo game:
Super Mario Odyssey Board Member since 2023
Born 1982
Background and education:
MSc in Media Technology at Linköping University.
Sara Bach has worked in the game industry since 2006
and over the years has held various leadership roles in
game production and product at EA Dice (Battlefield etc.),
King (Candy Crush etc.) and Mojang (Minecraft).
Selection of other assignments:
Responsible for Finnish Supercell’s game por tfolio (Clash
of Clans, Clash Royale, Brawl Stars, Hay Day & Boom
B e ach).
Holdings in the company:
0 shares
Independent in relation to the co
mpany: Ye s
Independent in relation to major shareholders: Ye s
Favourite Thunderful game:
Planet of Lana
Favourite Nintendo game:
Zelda: Tears of the Kingdom
60
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Group Management
CEO since 2023
Born 1973
Background and education:
Software engineer and honorary doctorate at Blekinge
Institute of Technology. Mar tin Walfisz has been active as
an entrepreneur, business leader and investor in the gam –
ing industry for over 25 years. In 1997, he founded Massive
Enter tainment (now par t of Ubisoft), where he was CEO
until 2009. Since then, Martin has held senior positions
and board assignments at many game companies, and
built up the game investment business Nordisk Games
for the media group Egmont. He is also the founder of the Association of Swedish Game Developers, and was its first chairman.
Selection of other assignments:
Chairman of the board of Multiscription Holding ApS.
Board member of Cross Reality International AB and
Game Habitat Southern Sweden AB.
Holdings in the company:
14,880 shares and 250,000 warrants
Favourite Thunderful game:
Lonely Mountains: Downhill
Favourite Nintendo game:
Super Mario Galaxy
EVP of Operations since 2023
Born 1981
Background and education:
Kathrin obtained a dual degree in International Business
from Universidad de Belgrano in Buenos Aires, Argentina,
and Aalen University in Germany. In 2008, she transitioned
into the video games industry, joining PlayStation. Her
14-year tenure at PlayStation saw her hold several senior
roles in business development and corporate strategy.
Kathrin’s educational background and multifaceted pro –
fessional experiences reflect a versatile skill set, poised to
navigate the complexities of the evolving global business
landscape.
Holdings in the company:
80,000 O, 40,000 W
Favourite Thunderful game:
Lost In Random
Favourite Nintendo game:
Mario Kart Interim CFO since April 2024
Born 1960
Background and education:
MSc. Business and Economics, Uppsala University. With
more than 30 years of experience from leading finance
positions in global companies as well as listed Swedish
companies, Per spent his early days of his career working
with auditing, leasing & mutual funds sales and treasury.
He subsequently took on positions as Finance Director/
Business Director/CFO at Fujitsu Siemens Computers Nor
–
dic Region, Rank Xerox AB, Letsbuyit.com, Teleper formance
Nordic and Tobin Proper ties AB. Per has also gained man –
agement consulting experience from 5 years with
Capacent AB. The last 3 years Per has worked as interim
consultant with focus on the CFO agenda and with clients
such Storskogen Group AB and Dynamic Code AB.
Holdings in the company:
0 shares
Favourite Thunderful game:
Planet of Lana
Favourite Nintendo game:
Super Mario
EVP of Distribution since 2023
Born 1973
Background and education:
Johan has more than two decades of experience from
leading positions in the entertainment industry, most
recently at Warner Bros. Discovery where he was Manag –
ing Director of Home Entertainment Film, TV and Games
across the Nordics for seven years.
Prior to this, he held leading commercial positions at
Bandai Namco and Electronic Ar ts after star ting his career in the logistics solutions industry. In addition, Johan has
played a key role in establishing and chairing industry
associations within games (MDTS and Dataspels – branschen/Swedish Games Industry) and the film/TV
industry (DEG Nordic).
Holdings in the company:
0 shares
Favourite Thunderful game:
SteamWorld Dig 2
Favourite Nintendo game:
Mario’s Cement Factory EVP of Studios & Development since 2023
Born 1971
Background and education:
Claire has been at the forefront of games development for
over 23 years, working across production, design and nar
–
rative to deliver innovative and award-winning games. She
has worked at several major studios including Kuju Enter –
tainment, Media Molecule and PlayStation London Studio,
where her responsibilities included leading the creative/
writing process with prominent writers on the BAFTA nomi –
nated Wonderbook: Book of Spells and its sequel Book of
Potions, and other titles.
Selection of other assignments:
Chair of BGI and National Video Games Museum,
advisor to Grads in Games and member of BAFTA .
Holdings in the company:
30,000 O
Favourite Thunderful game:
Somerville
Favourite Nintendo game:
Animal Crossing
GVP of People & Culture since 2023
Born 1971
Background and education:
Gained a Combined BA from Sunderland University and a
CIPD Post Graduate Diploma in People Management &
Development from Dundee & Angus College. Before joining
Thunderful Group, Sue held various people-related roles
across private, public and third-sector global and regional
organisations, including HR Business Partner at Thunder –
ful’s subsidiary Coatsink, HR Controller at logistics firm
Vantec Europe and HR Manager at transpor t group Arriva
plc. Sue has also held HR positions at the Church of Eng –
land, County Durham & Darlington Fire & Rescue Service,
Nor th Tyneside Council, Age UK Nor th Tyneside and Age
UK Northumberland.
Selection of other assignments:
Chair of BGI and National Video Games Museum,
advisor to Grads in Games and member of BAFTA .
Holdings in the company:
30,000 O
Favourite Thunderful game:
Planet of Lana for the ar twork
Favourite Nintendo game:
Overcooked
Martin
Walfisz
Kathrin
Strangfeld
Per
Alnefelt
Johan
Mannerhill
Claire
Boissiere
Sue
Smith
61
Thunderful Group | Annual Report 2023
Remuneration Report 2023
Introduction
This remuneration report describes how the guidelines for remunera-
tion to senior executives for Thunderful Group AB (“Thunderful” or
“the company”), adopted by the Annual General Meeting on 2 Sep –
tember 2020, were applied during 2023. The report also contains
information on remuneration to the CEO and a summary of the
company’s outstanding share and share price-related incentive
programmes. The report has been prepared in accordance with
the Swedish Companies Act and the Swedish Board of Corporate
Governance’s Rules on remuneration of the board and executive
management and on Incentive programmes.
Further information on remuneration to senior executives can be
found in Note 9 (Average number of employees/salaries etc.) on page
90 of the Annual Report for 2023. Information on the Remuneration
Committee’s work in 2023 can be found in the corporate govern –
ance report on pages 54–59 of the Annual Report for 2023.
Board fees are not covered by this report. Such fees are decided
annually by the Annual General Meeting and are reported in the
corporate governance report on pages 54-59 of the Annual Report
for 2023.
Developments in 2023
The CEO summarises the company’s overall results in his report on
pages 8–11 of the Annual Report for 2023.
The company’s remuneration guidelines: scope,
purpose and deviations
A prerequisite for successful implementation of the company’s
business strategy and the safeguarding of its long-term interests,
including its sustainability, is that the company can recruit and
retain qualified employees. This requires that the company can offer
competitive, market-rates of remuneration. The company’s remuner –
ation guidelines enable senior executives to be offered a competi –
tive total remuneration package at market rates. According to the
remuner ation guidelines, remuneration to senior executives may
consist of the following components: fixed salary, variable cash
remuner ation, pension benefits and other benefits. The variable
cash compensation must be linked to financial or non-financial
criteria. It can consist of individualized quantitative or qualitative
goals. The criteria must be designed so that they promote the com –
pany’s business strategy and long-term interests, including its sus –
tainability, by, for example, having a clear connection to the busi –
ness strategy or promoting the executive’s long-term development.
The guidelines can be found on page 56 of the Annual Report for
2023. During 2023, the company has followed the applicable remu –
neration guidelines adopted by the Annual General Meeting. No
deviations from the guidelines have been made and no deviations
have been made from the decision-making process that, according
to the guidelines, is to be applied to determine the compensation.
No remuneration has been reclaimed.
Total remuneration to the CEO during 2023 (SEK thousand) 1)
Name of executive (position) Basic salary 2) Other benefits 3) One-yearMulti-yearExtraordinary
items Pension
cost 4) Total remuneration
Proportion
of fixed and
variable remuneration
Martin Walfisz, CEO (from September
2023) 1,683.630.8870.0 0.0 0.0380.12 ,964.5 71% / 29%
Anders Maiqvist, former Acting CEO
(up to and including August 2023) 2,038.73 9. 7966.7 0.0 0.0568.8 3 , 61 3 .973% / 27%
1) With the exception of Multi-year variable remuneration, the table reports remuneration for the year 2023. There is no multi-year variable remuneration.2) Including holiday pay.3) Refers to car benefit.4) Pension costs (column 6), which refer in their entirety to Basic salary and are determined by the premium, have been fully reported as fixed remuneration.
62
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Share-based payment
Outstanding share-related and share price-related incentive
programmes
Warrant-based incentive programme 2020/2023 (i)
The Extraordinary General Meeting on 2 September 2020 resolved
on a warrant-based incentive programme for the company’s Board
Members Oskar Burman and Cecilia Ogvall through the issue of
168,350 warrants and a programme for the Group’s CFO and Head of
Distribution at that time plus certain key personnel through the issue
of 350,870 warrants. The warrant programme was implemented in
October 2020 and for each warrant, a warrant premium of SEK 1.20
was paid. Each warrant entitles the holder to acquire a new share in
the company at an exercise price amounting to SEK 38.37 per share.
The warrants can be exercised during the period from 1 November
2023 to 30 November 2023 inclusive. Upon full exercise of all issued
warrants, a total of 519,220 new shares will be issued and the share
capital will increase by SEK 5,129.22. The warrants are subject to
customary recalculation provisions in connection with issues, etc.
As the share price was lower than the exercise price, the programme
expired in November 2023.
Warrant-based incentive programme 2022/2025 (ii)
The Annual General Meeting held on 27 April 2022 resolved to imple-
ment a warrant-based incentive programme for the new CFO of the
Group, the Group’s CSIO and the Group’s COO through an issue of
270,000 warrants. The warrant programme was implemented in May
2022 and a SEK 0.27 warrant premium was paid for each warrant. Each warrant entitles the holder to acquire a new share in the com
–
pany at an exercise price of SEK 47.22 per share. The warrants can
be exercised during the period from 19 May 2025 to 30 June 2025
inclusive. Upon full exercise of all issued warrants, a total of 270,000
new shares will be issued and the share capital will increase by SEK
2,700.00. The warrants are subject to customary recalculation provi –
sions in connection with issues, etc.
Warrant-based incentive programme 2023/2026 (iii)
The Annual General Meeting held on 17 May 2023 resolved on a war –
rant-based incentive programme for the Group CEO, the CFO at
that time and certain key personnel in the Group through an issue of
940,000 warrants. The warrant programme was implemented in June
2023 and a SEK 2.23 warrant premium was paid for each warrant.
Each warrant entitles the holder to acquire a new share in the com –
pany at an exercise price of SEK 20.28 per share. The warrants can
be exercised during the period from 19 May 2026 to 30 June 2026
inclusive. Upon full exercise of all issued warrants, a total of 350,870
new shares will be issued and the share capital will increase by SEK
3,508.70, which corresponds to a dilution of approximately 0.50
percent based on the assumption that all of the warrants in the pro –
gramme are fully exercised and based on the number of shares in the
company as per 31 December 2023. The warrants are subject to cus –
tomary recalculation provisions in connection with issues, etc.
Short-term variable remuneration to
Thunderful’s CEO, etc.
During 2023, Thunderful had short-term variable remuneration for
other senior executives.
Comparative information regarding changes in remuneration and the company’s results
Changes in remuneration and the company’s results over the last five reported financial years (income statement, IS) (SEK thousand)
IS-4 vs IS-5 IS-3 vs IS-4 IS-2 vs IS-3 IS-1 vs IS-2 IS vs IS-1IS 2023
Remuneration to the CEO –1 5 . 3 (–2 %)+ 5 4 .1 (+7 %))+1 , 6 0 4 .4 (+2 0 5%) + 4 ,1 9 3 . 5 (+1 76%) 6,578,4
The Group’s operating profit/loss + 5 , 8 0 7.1 (+ 3 %)–6,058.5 (–3%) –1 2 , 7 5 5 .4 (– 6%)–805,392.5 (–411%) –609,336.0
Average remuneration based on the number of FTEs* in
the Parent Company + 67.1 (+9 %)838.7
* Excluding members of Group Management.
63
Thunderful Group | Annual Report 2023
Board of Directors’ Report
Information about the business
Thunderful Group AB, with its registered office in Gothenburg, is the
Parent Company of a Group that develops and publishes games,
and distributes, for example, Nintendo products (games, game
consoles and accessories), game accessories and toys. Thunderful
Group’s overriding objective is to provide high-quality game experi-
ences
Thunderful Group was founded in 2019 following the restructuring of
the Bergsala and Thunderful groups of companies to create a new,
robust operator in the gaming industry. Thunderful Group operates
within all segments of the gaming industry.
With its head office in Gothenburg and additional offices in Aar hus,
Berlin, Cologne, Copenhagen, Guildford, Helsinki, Hong Kong,
Karlshamn, Kungsbacka, Larvik, Madrid, Malmö, Newcastle, Skövd e,
and Stockholm, Thunderful Group develops, publishes and distrib-
utes high-quality entertainment products focusing on games based
on IP rights held by the Group and others.
The Group’s operations are divided into two segments:
Thunderful Games and Thunderful Distribution.
Thunderful Games
Thunderful Games is divided into four distinct revenue streams:
•
IP Building includes the development and publishing of proprietary
games with own IP and the publishing of externally developed
games with licensed IP. This revenue stream is dependent on high
rates of investment and offers the potential for very high rates of
profitability.
• Co-development includes game development within Thunderful
Studios on behalf of external licence owners. This revenue stream
contributes predictable revenue with stable, high margins without
the need to invest, as well as variable revenue shares from devel –
oped games.
•
Partners includes service and support for external game develop –
ers that self-publish games. This revenue stream contributes pre –
dictable income with stable, high margins without the need to
invest, as well as variable income shares from games published
by partners.
Game: Pokémon,
Scarlet & Violet:
The Hidden Treasure
of Area Zero
Studio: Game Freak/Nintendo
64
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
• Investments encompasses investments ranging from the prototype
phase of small game development projects to acquisitions of major
game development companies. The project investment revenue
stream depends on a certain rate of investment and contributes
variable income shares from games in which Thunderful has
invested.
Thunderful Distribution
Thunderful Distribution operates in the distribution and sale of,
among other things, Nintendo products, games, game accessories
and toys. The segment includes distributors Bergsala, Amo Toys
and Nordic Game Supply. Bergsala has been distributing Nintendo’s
products in Sweden since 1981. Amo Toys and Nordic Game Supply
are Nordic distributors of toys, games, game accessories and mer –
chandise. Brands distributed by Nordic Game Supply and Amo Toys
include Rockstar, 2K Games, Razer, Thrustmaster, Konami, Next Level
Racing, L.O.L. Surprise, Baby Born, Little Tikes, Squishmallows and
Intex.
Significant events during the financial year
Acquisitions of Studio Fizbin GmbH and TecTeam
Scandinavia Holding AB
Thunderful’s subsidiary Headup GmbH made a small supplemen –
tary acquisition of German games development studio, Studio Fiz –
bin GmbH during the first quarter. Headup is part of Thunderful’s
publishing operation, which even before the acquisition acted as
the publisher for Studio Fizbin’s next game, with the initial release
expected in 2024.
Thunderful’s subsidiary Amo Toys AB also made a small supplemen-
tary acquisition of the assets and liabilities of operations within dis –
tribution group TecTeam Scandinavia Holding AB (“TecTeam”) in the
first quarter. TecTeam’s operations are a complement to Amo Toy’s
existing product offering.
Dialogue with Finansinspektionen
Thunderful initiated dialogue with Finansinspektionen (the Swe dish
Financial Supervisory Authority) in relation to the dis clo sure of infor –
mation in connection with the publication of its year-end report for
2020. This dialogue concluded in March 2023 when Finansinspek –
tionen discontinued its investigation in full.
New agreement on liquidity guarantee
Thunderful Group appointed ABG Sundal Collier as liquidity pro –
vider for the company’s shares listed on Nasdaq Stockholm First
North Premier Growth Market. The commitment takes place within
the framework of Nasdaq Stockholm’s rules on liquidity providers.
ABG Sundal Collier undertakes to continuously quote prices for
Thunderful’s share in accordance with the minimum requirements
prevailing at any time for liquidity providers set out by Nasdaq
Stockholm. The aim is to improve the liquidity of the share and
reduce the spread.
Martin Walfisz appointed new CEO
The Board of Directors announced their decision to appoint Martin
Walfisz as the new CEO of Thunderful Group. Martin took up the
position on 28 August 2023, succeeding Anders Maiqvist who had
been Acting CEO since 10 August 2022. Martin is an experienced
games industry entrepreneur, executive and investor in several lead –
ing Nordic and European games companies. Martin founded his first
game studio, Massive Entertainment, and grew it from zero to 150
people during his 12 years at the helm.
New CFO appointed
In June, Lennart Sparud, the previous CFO, announced that he would
be leaving the company. In August, Annette Collin was appointed
Interim CFO while a new CFO was recruited. Henrik Lundkvist was
named the new CFO in December 2023. Henrik was previously CFO of
bio-tech company Probi AB, which is listed in the mid-cap segment.
Exploring the possibility of divesting Headup
In November, Thunderful Group announced that it is exploring the
possibility of divesting its German publishing operation Headup
GmbH, a subsidiary it acquired in 2021.
65
Thunderful Group | Annual Report 2023
New SteamWorld game
Thunderful Group released a new SteamWorld game in December.
SteamWorld Build is the latest addition to the popular, multi-million
selling SteamWorld franchise. Players of the game build a small min-
ing town in the Wild West and populate it with the franchise’s iconic
steam-driven robots. SteamWorld Build was developed by The Sta-
tion, which is owned by Thunderful and based in Karlshamn.
Multi-year overview, Group 20232022 2021
Net sales, MSEK 2,818.22 ,95 3 . 3 3,061. 3
Profit/loss after financial items, MSEK –594.5158.3 16 8 .9
Balance sheet total, MSEK 3,194.13,668.7 3,619.7
Equity/assets ratio, % 43.3%54.1% 49. 7 %
Average number of employees 510470 364
Multi-year overview, Parent Company 20232022 2021
Net sales, MSEK 1 0 .49. 8 6.0
Profit/loss after financial items, MSEK –384.356.8 1 .4
Balance sheet total, MSEK 2,472.33 , 2 8 7. 2 3,285.1
Equity/assets ratio, % 69. 0 %63.0% 62 .9%
Number of employees 64 4
Comments on multi-year overview
Consolidated net sales for the 2023 financial year amounted to SEK
2,818,2 million, compared with SEK 2,953.3 million for the preceding
year. The Games segment shows negative growth of SEK –89.1 million,
and the Distribution segment shows negative growth of SEK –46.0 mil –
lion.
The following pages set out an earnings analysis for the Group for
the 2023 financial year.
Net sales
Consolidated net sales for the full year amounted to SEK 2,818.2
(2,953.3) million, corresponding to a decrease of 4.6 percent. Driving
forces for net growth are reported under the segments.
Segments
Net sales decreased by 17.3 percent to SEK 425.3 (514.4) million in the
Games segment and by 1.9 percent to SEK 2,392.9 (2,438.8) million
in the Distribution segment.
MSEK 20232022
Thunderful Games 425.351 4.4
Thunderful Distribution 2,392.92,438.8
– of which, Bergsala 1,308.31,215.8
– of which, Nordic Game Supply 505.5 69 9.1
– of which, Amo Toys 57 9.1524.0
Net sales 2,818.22,953.3
In the Distribution segment, net sales in Bergsala increased by 7.6
percent to SEK 1,308.3 (1,215.8) million, net sales in Nordic Game
Supply decreased by 27.7 percent to SEK 505.5 (699.1) million and
net sales in Amo Toys increased by 10.5 percent to SEK 579.1 (524.0)
million.
The increase in Bergsala’s sales relative to the comparison period can be attributed to the successful release of the game
The Legend
of Zelda: Tears of the Kingdom , continued good access to hardware,
and strong underlying demand from Nintendo’s successful release
of The Super Mario Bros. Movie. The negative impact of Nordic
Game Supply can be explained by strategic changes where the
company stopped using private labels and simultaneously closed
the German operation. Sales in Amo Toys were slightly higher than
in the comparison period due to strong demand.
Thunderful Games reported organic growth of SEK –96.2 million.
The comparison period includes acquired income of SEK 74.5 million
relating to the acquisition of Jumpship and its release of the game
Somerville in Q4 2022. Acquisition- dri ven growth in the period
amounted to SEK 7.1 million in net sales.
Organic growth is not adjusted for exchange rates.
% GamesDistribution
Net sales growth, % –1 7. 3 %–1 .9%
– of which, organic, % –1 8 .7% –1 .9%
– of which, acquired, % 1 .4%0.0%
Gross profit
Gross profit for the full year amounted to SEK 1,067.1 (1,102.5) million,
corresponding to a decrease of 3.2 percent and a gross margin of
37.9 percent (37.3). This development is due to lower net sales, as well
as to lower margins from Nordic Games Supply.
Operating expenses
Costs for goods for resale decreased by 2.2 percent to SEK –2,016.2
(–2,061.3) million. Costs for game development services and royal –
ties increased by 33.6 percent to SEK –69.4 (–51.9) million.
Other external expenses decreased by 0.7 percent to SEK –382.7
(–385.2) million.
Personnel expenses increased by 33.6 percent to SEK –392.0
(–293.4) million. The total number of employees at the end of the
period amounted to 519 (478).
Depreciation/amortisation and impairment increased by 381.9 per –
cent to SEK –838.9 (–174.1) million, of which SEK –97.7 million was
impairment of capitalised expenses for game development and
impairment of publishing licences. PPA-related (Purchase Price Allo –
cation-related) amortisation and impairment increased by SEK –521.5
million, of which SEK –500.4 million was impairment of goodwill items
in the Games segment.
MSEK 20232022
Expenses for merchandise and royalties –2,085.5–2,113.3
Other external expenses –382.7–385.2
– of which, acquisition-related non-recurring expenses –2.8 –5.5
– of which other non- rec urring expenses –9. 50.0
Personnel expenses –392.0–293.4
Depreciation/amortisation and impairment of prop –
erty, plant and equipment and intangible assets –838.9–17 4.1
– of which, PPA-related amortisation –604.7–83.2
Other operating expenses – 62 .9–53.7
Total operating expenses –3,762 .0– 3 , 0 1 9. 7
66
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Adjusted operating profit, EBITDA
Adjusted operating profit before depreciation, amortisation and
impairment of property, plant and equipment and intangible assets
(EBITDA) for the period January–December amounted to SEK 241.9
(375.6) million, corresponding to an adjusted EBITDA margin of 8.6
percent (12.7). Adjusted EBITDA is adjusted for non-recurring items of
SEK –12.3 (–5.5) million related to restructuring, inventory relocation
and acquisitions.
Segments
Adjusted EBITDA for the Games segment for the year amounted to
SEK 166.7 (301.3) million, corresponding to an adjusted EBITDA mar –
gin of 39.2 percent (58.6). Adjusted EBITDA is adjusted for restructur –
ing-related non-recurring items of SEK –6.8 (0.0) million.
Adjusted EBITDA for the Distribution segment for the year amounted
to SEK 105.7 (97.9) million, corresponding to an adjusted EBITDA mar –
gin of 4.4 percent (4.0). Adjusted EBITDA is adjusted for stock reloca –
tion-related non-recurring items of SEK –2.7 (0.0) million.
MSEK 20232022
Thunderful Games 166.7301.3
Thunderful Distribution 105.79 7.9
Other –30.5–23.5
Adjusted EBITDA 241 .9375.6
Adjusted non-recurring items (Games segment) –6.80.0
Adjusted non-recurring items (Distribution segment) –2.70.0
Adjusted non-recurring items (Other segment) –2.8–5.5
EBITDA 2 2 9. 6370.1
Adjusted EBITDA margin, %
Thunderful Games, % 39.2%58.6%
Thunderful Distribution, % 4.4%4.0%
Thunderful Group, % 8.6%12.7%
Adjusted operating profit, E B ITA
Adjusted operating profit before acquisition-related amortisation
(EBITA) over the full year amounted to SEK 7.7 (284.8) million, corre –
sponding to an adjusted EBITA margin of 0.3 percent (9.6). Adjusted
EBITA is adjusted for non-recurring items of SEK –12.3 (–5.5) million
related to restructuring, stock relocation and acquisitions.
Segments
Adjusted EBITA for the Games segment over the full year amounted
to SEK –42.1 (231.3) million, corresponding to an adjusted EBITA mar –
gin of –9.9 percent (45.0). Adjusted EBITA is adjusted for restructur –
ing-related non-recurring items of SEK –6.8 (0.0) million.
Adjusted EBITA for the Distribution segment over the full year
amounted to SEK 80.6 (77.2) million, corresponding to an adjusted
EBITA margin of 3.4 percent (3.2). Adjusted EBITA is adjusted for stock
relocation-related non-recurring items of SEK –2.7 (0.0) million.
MSEK 20232022
Thunderful Games –42.1231.3
Thunderful Distribution 80.67 7. 2
Other –30.8–23.7
Adjusted EBITA 7. 7284.8
Adjusted non-recurring items (Games segment) –6.80.0
Adjusted non-recurring items (Distribution segment) –2.70.0
Adjusted non-recurring items (Other segment) –2.8–5.5
E B ITA –4.62 7 9. 3
Adjusted EBITA margin
Thunderful Games, % –9.9 %45.0%
Thunderful Distribution, % 3 .4%3.2%
Thunderful Group, % 0.3%9. 6%
Operating profit, EBIT
Operating profit/loss over the full year amounted to SEK –609.3
(196.1) million, corresponding to an operating margin of –21.6 percent
(6.6). Operating profit/loss includes non-recurring items of SEK –12.3
(–5.5) million related to restructuring, stock relocation and acquisi –
tions.
Segments
Operating profit/loss for the Games segment over the full year
amounted to SEK –616.4 (185.3) million, corresponding to an operat –
ing margin of –144.9 percent (36.0). The operating profit/loss
includes restructuring-related non-recurring items of SEK –6.8 (0.0)
million.
Operating profit for the Distribution segment over the full year
amounted to SEK 40.7 (40.0) million, corresponding to an operating
margin of 1.7 percent (1.6). The operating profit includes stock reloca-
tion-related non-recurring items of SEK –2.7 (0.0) million.
MSEK 20232022
Thunderful Games – 616 .4185.3
Thunderful Distribution 40.740.0
Other –33.7–2 9. 2
Operating profit/loss –609.3196.1
Operating margin
Thunderful Games, % –1 4 4.9%36.0%
Thunderful Distribution, % 1.7%1.6%
Thunderful Group, % –21.6%6.6%
Net financial items
Net financial items amounted to SEK 14.8 (–37.7) million. Total net
financial items are made up of SEK –2.6 (–51.7) million from net
exchange gains and losses, SEK –32.2 (–11.4) million from net interest
income and expenses, SEK 44.8 (25.4) million from the net of revalua –
tion of additional purchase considerations, and SEK 4.8 (0.0) million
from profit from associated companies.
Net exchange gains and losses includes unrealised currency
exchange effects in the amount of SEK –7.1 (–50.9) million.
Net profit for the year
The profit/loss for the full year amounted to SEK –609.4 (121.2) mil –
lion, corresponding to a net profit margin of –21.6 percent (4.1).
67
Thunderful Group | Annual Report 2023
Other comprehensive income
Other comprehensive income is affected by translation differences
from foreign operations which amounted to SEK 7.9 (58.6) million
during the period.
Parent Company
The Parent Company’s net sales in the period amounted to SEK 10.4
(9.8) million, its operating loss was SEK –34.0 (–32.9) million and the
profit/loss for the period was SEK –364.6 (21.2) million. The Parent
Company’s sales comprise intra-Group services.
Impairment of participations in subsidiaries amounted to SEK 376.7
million in Q4, of which SEK 337.7 million related to subsidiaries within
the Games segment and SEK 39.0 million to subsidiaries within the
Distribution segment.
Financial position and liquidity
Consolidated total assets amounted to SEK 3,194.1 million on 31
December 2023, compared with SEK 3,668.7 million on 31 December
2022.
Core working capital amounted to SEK 527.8 million on 31 December
2023, compared with SEK 705.8 million on 31 December 2022.
Consolidated equity amounted to SEK 1,382.3 million on 31 Decem-
ber 2023, compared with SEK 1,982.7 million on 31 December 2022.
Thunderful Group has a confirmed EUR 55 million credit facility with
Danske Bank. On the balance sheet date, 31 December 2023, Thun –
derful Group had utilised SEK 499.3 million of this facility and its
cash and cash equivalents amounted to SEK 209.1 million. Including
the unutilised part of the confirmed credit facility, available cash
and cash equivalents amounted to SEK 320.1 million on 31 December
2023, compared with SEK 493.7 million on 31 December 2022.
In connection with the annual report, the company has received
a waiver from the bank, which is conditional upon the divestment
of the distribution operations AMO Toys AB, Bergsala Aktiebolag,
Thunderful 1 AB and Thunderful Solutions AB subject to shareholder
approval at the general meeting on 26 June. In connection with the
divestment, Thunderful will fully amortize its existing bank facility
of EUR 55.0 million and subsequently take up a new bank facility of
EUR 10.5 million, tied to the bank’s general terms and conditions in
addition to required collaterals. Given this, we assess that current
and available funds will be sufficient to ensure going concern.
Seasonal variations
Thunderful Group has a seasonal distribution business that is char –
acterised by higher sales in connection with major commercial holi –
days. A significant part of the full-year sales and profit has histori –
cally been generated during the fourth quarter, which also means
that operating expenses in relation to sales are generally high dur –
ing the first three quarters of the year.
Cash flow and investments
Cash flow from operating activities for the full year amounted to
an inflow of SEK 315.4 (530.4) million.
Cash flow from investing activities for the full year amounted to an
outflow of SEK –330.2 (–301.7) million. Cash flow from financing activities for the full year amounted to an
inflow of SEK 167.8 (–237.1) million.
Total cash flow for the full year amounted to an inflow of SEK 153.0
(–8.4) million.
MSEK
20232022
Development capex 214.3143.3
Publishing licences capex 82.869. 7
Gaming projects capex 1.79.1
Acquisitions capex 23.870.2
Other capex 7. 69.4
Total investment 330.2301.7
Over the full year, investments in internal game development
amounted to SEK 214.3 (143.3) million, investments in publishing
licences amounted to SEK 82.8 (69.7) million, and investments in
game projects amounted to SEK 1.7 (9.1) million.
Acquisition investment over the full year amounted to SEK 23.8 (70.2)
million.
Other investments over the full year amounted to SEK 7.6 (9.4) million.
Accordingly, total investment over the full year amounted to SEK
330.2 (301.7) million.
Significant risks and uncertainties
The Group’s strategic, operational, legal and financial risks are pre –
sented on pages 48–53 . This section describes the Group’s financial
risks and how they are managed.
Financial risks
Profitability
The Group may fail to maintain profitability in the future and may
experience uneven cash flows, for example due to seasonal varia –
tions or unsuccessful product launches.
Credit risk
The Group has significant exposure to its resellers in the Distribution
segment, primarily with regard to outstanding accounts receivable.
On 31 December 2023, such outstanding accounts receivable
totalled SEK 472.3 million. The value of these receivables could be
negatively affected if one or more customers become insolvent and/
or enter bankruptcy. There is also a risk that customers will not pay
for purchased products or pay later than expected, which is a risk
that could increase during periods of economic decline or uncer –
tainty. If the risks materialise, they could negatively affect the
Group’s cash flow and earnings.
Valuation and accounting risks
As of 31 December 2023 and 31 December 2022, the Group had
goodwill and intangible assets (including capitalised expenditure
for games development, publishing licences, investments in games
projects and IT systems) whose book value amounted to SEK 1,568.5
million and SEK 2,004.9 million respectively, corresponding to 49.1
percent and 54.6 percent of the Group’s total assets respectively.
Further estimates and assessments are presented in Note 3.
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
The Board of Directors proposes that the available funds
Share premium reserve1 ,969,428 , 7 78
Retained earnings 101,030,375
Profit/loss for the year –364,631,331
1,705,827,822
are to be carried for ward 1,705,827,822
Proposed appropriation of profit
The Group’s financial risk management
The Group is exposed to risks related to liquid funds, accounts
receivable, accounts payable, borrowings and foreign exchange.
These risks include:
• Financing risks in relation to the Group’s capital requirements
• Foreign exchange risks on commercial flows and net investments
in foreign subsidiaries
• Credit risks relating to financial and commercial activities; and
• Interest rate risks related to liquid funds and borrowings
Financing risk
Financing risk refers to the risk that the financing of the Group’s
capital requirements and refinancing of existing borrowings could
become more difficult or more expensive. The risk may be mitigated
by having maturity dates evenly distributed over time and by avoid-
ing situations where short-term borrowings exceed liquidity limits.
The company’s finance policy states that the CFO shall ensure that
the remaining average credit duration of the total debt portfolio
exceeds the decided minimum duration and that, at every given
time, liquidity must be overseen and comply with this policy. As at
31 December 2023, the Group has liabilities to credit institutions
and net debt is SEK 290.2 million.
Foreign exchange risk
Foreign exchange risk is defined as the risk that fluctuations in cur –
rency exchange rates have a negative impact on the Group’s finan –
cial position, profitability or cash flow. Revenue and expenses are
mainly generated in EUR, SEK, DKK and USD, of which a large part
of the Group’s revenues are received in EUR, while the Group’s
expenses mainly comprise purchases of goods in EUR and to some
extent in USD. The Group is therefore exposed to fluctuations in the
foreign exchange market, where changes in exchange rates could
have a negative effect on the Group’s profitability and earnings. In
order to manage such effects, the Group hedges the foreign
exchange risk within the framework of its financial policy, and the
Group’s overall currency exposure shall be managed centrally by
the CFO. The Group’s overdraft facility is denominated in EUR,
which essentially eliminates a large part of the Group’s total cur –
rency exposure. A sensitivity analysis of the Group’s foreign
exchange risk, divided into transaction risk and translation expo –
sure, can be found in Note 38.
Credit risk
Credit risk on financial transactions refers to the risk that the coun –
terparty is not able to fulfil its contractual obligations related to the
Group’s investment in liquid funds and derivatives. To limit the expo -sure to credit risk, the Group has adopted a policy that states that
excess liquidity shall be deposited in bank accounts in the Group’s
main bank, be invested in securities issued by the main banks or be
invested in government securities.
Credit risks in accounts receivable
Thunderful Group’s customer base is characterised by recurring
customers such as resellers and specialist retailers for companies
in the Distribution segment and clearing accounts with vari
ous
platform owners in the Games segment.
Sales are subject to normal delivery and payment terms. The finan –
cial policy defines how credit management is to be performed in
the Group to achieve competitive and professional credit sales, limit
bad debts, improve cash flow and optimise profit. Within the Distri –
bution segment, the company works with a large credit insurance
company and has credit insurance for most of the total accounts
receivable in the Distribution segment.
Interest rate risk
Cash and cash equivalents
The financial policy states that an excessive holding of liquid funds
should be avoided. Excess liquidity shall be used to offset external
liabilities. The time to maturity for short-term investments shall
match large disbursements, planned investments or dividend
payments and may not exceed three months.
Borrowings
According to the financial policy, the Group’s debt management is
handled centrally by the CFO to ensure efficiency and risk control.
Loans shall primarily be raised at Parent Company level and be
transferred to subsidiaries in the form of internal loans or capital
contributions. Various derivative instruments may be used in this
process to convert the funds to the required currency. Short-term
financing may also be raised locally in subsidiaries in countries with
capital restrictions.
Thunderful Group AB is part of a cash pooling arrangement with the
majority of its subsidiaries and has a short-term credit facility with
Danske Bank. As at 31 December 2023, SEK 499.3 million of its total
overdraft facility of EUR 55.0 million has been drawn upon, which
translates to SEK 610.2 million as per the balance sheet date.
Events after the balance sheet date
Subsequent events are presented in note 41.
69
Thunderful Group | Annual Report 2023
Consolidated income statement
MSEKNote20232022 1)
Net sales 3, 62,818.22 ,95 3 . 3
Other operating income 182.0163.0
Operating income 3,000.23,116.2
Capitalised work on own account 1 52.49 9. 6
Goods for resale (Distribution) 7–2,016.2–2,061.3
Purchased game development ser vices and royalties (Games) 7– 69.4–51 .9
Other external expenses 7, 8–382.7–385.2
Personnel expenses 7, 9–392.0–293.4
Depreciation/amortisation and impairment of property, plant and equipment and intangible assets 5, 11–838.0–17 4.1
Other operating expenses – 62 .9–53.7
Operating profit/loss –609.3196.1
Profit from financial items
Total financial items 1214.8– 3 7. 7
Profit/loss after financial items –594.5158.3
Tax on net profit for the year 13–1 4.9– 3 7. 2
Net profit/loss for the year –609.4121.2
Other comprehensive income
Currency translation difference in foreign operations 7.958.6
Comprehensive income for the year –601.517 9. 8
Net profit/loss for the year attributable to:
Parent Company shareholders –609.4121.2
Earnings per share before dilution, SEK –8.671.72
Earnings per share after dilution, SEK –8.671.72
Comprehensive income for the year attributable to:
Parent Company shareholders –601.517 9. 8
Average number of shares 70,290,59770, 261,67 7
1) Income related to marketing activities has been reclassed from net revenue to other income in the prior periods.
70
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StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Consolidated balance sheet
MSEKNote31/12/202331/12/2022
ASSETS
Non-current assets
Intangible assets
IT systems 142.54.0
Capitalised development expenditure, games 143 0 7.1231.7
Publishing licences 14143.611 0 .9
Investments in games projects 1413.59.1
Publishing and distribution relationships 14223.0260.1
Goodwill 1447 5 .4928.2
Game rights 14291.83 31 .4
Customer relationships 1488.7105.7
Other intangible assets 142 2 .923.8
1,568.5 2 ,0 0 4.9
Property, plant and equipment
Right-of-use assets 10, 15113.7133.7
Buildings and land 152.80.5
Equipment, tools, fixtures and fittings 1520.51 7. 5
1 3 7. 0 151.6
Financial assets
Participations in associated companies 184.60.0
Other securities held as non-current assets 180.20.2
Other non-current receivables 187.47.4
12.2 7. 6
Deferred tax assets 181.11.3
Total non-current assets 1,718.82 ,165.4
Current assets
Inventories, etc.
Finished goods and goods for resale 19578.6600.3
Advance payments to suppliers 1950.849. 6
62 9.4 6 49.9
Current receivables
Accounts receivable 20472. 3654.6
Current tax receivables 14.31 9. 3
Other receivables 15.69. 0
Prepaid expenses and accrued income 21, 22134.6113.8
636.8 796.8
Cash and cash equivalents 232 0 9.156.6
Total current assets 1 ,475.31,503.3
TOTA L AS S E TS 3,194.13,668.7
71
Thunderful Group | Annual Report 2023
Consolidated balance sheet cont.
MSEKNote20232022
EQUITY AND LIABILITIES
Equity
Share capital 240.70.7
Other contributed capital 1,274.81,274.8
Other equity including net profit for the year 106.87 0 7. 2
1,382.3 1 ,982 .7
Non-current liabilities
Non-current additional purchase consideration 26181.628 6 .9
Deferred tax liabilities 13, 26152.5151.3
Provisions 252.01.8
Non-current lease liabilities 1086.6105.0
422.6 545.1
Current liabilities
Overdraft facility 270.063.6
Liabilities to credit institutions 2749 9. 3111.3
Advance payments from customers 271.10.0
Accounts payable 27573 .9598.7
Current tax liabilities 2826 .935.7
Other liabilities 2876 .585.8
Current additional purchase consideration 289 7.9140.2
Current lease liabilities 1025.326 .4
Accrued expenses and prepaid income 2 9, 3 088.27 9. 2
1 , 3 89. 2 1 ,1 4 0.9
TOTAL EQUITY AND LIABILITIES 3,194.13,668.7
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Consolidated statement of changes in equity
MSEKShare capitalOther
contributed capital Other equity including net
profit for the year Total capital
Opening balance, 1 January 2023 0.71,274.8 7 0 7. 21 ,982 .7
Issued share options 0.00.0 1.11.1
Transactions with owners 0.00.0 1.11.1
Total other comprehensive income for the year 0.00.0–601.5 –601.5
Closing balance, 31 December 2023 0.71,274.8 106.81,382.3
Opening balance, 1 January 2022 0.71,271.8 5 2 7.41 , 7 9 9.9
New issues of shares, acquisition of Headup GmbH 0.03.00.0 3.0
Transactions with owners 0.03.00.0 3.0
Total other comprehensive income for the year 0.00.017 9. 8 17 9. 8
Closing balance, 31 December 2022 0.71,274.8 7 0 7. 21 ,982 .7
73
Thunderful Group | Annual Report 2023
Consolidated cash flow statement
MSEKNote20232022
Operating activities
Profit/loss after financial items –594.5158.3
Adjustment for non-cash items 33
– Depreciation/amortisation and impairment 8 3 9. 0174.0
– Exchange rate differences 6.09. 5
– Revaluation of additional purchase considerations –44.8–25 .4
– Other adjustments 2 7.4 2.6
233.1 3 1 9. 0
Income tax paid –3 2.4– 8 1 .9
Cash flow from operating activities before changes in working capital 200.72 3 7.1
Changes in working capital
Change in inventories and advances to suppliers –6.7114.1
Change in accounts receivable 182.3212.0
Change in accounts payable –24.810.1
Change in other working capital –3 5 .9– 42 .9
Cash flow from operating activities 315.4530.4
Investing activities
Acquisition of subsidiaries/operations 34, 36–23.8–70 . 2
Investment in property, plant and equipment –7. 2–7. 3
Investment in capitalised development expenditure, games –214.3–1 43 . 3
Investment in game projects –33.6–9.1
Investment in publishing rights
–82.8 – 69. 7
Investment in other intangible assets – 0 .4–1 . 6
Investment in financial assets 0.0–0.5
Sales of non-current assets 31 .90.0
Cash flow from investing activities –330.2–301.7
Financing activities
Change in overdraft facility –63.6–206.8
Borrowings from credit institutions 388.0111.3
Repayments of lease liabilities –33.6–24.1
Amortisation of liability for additional purchase consideration –1 24.1–1 1 7. 5
Option premiums paid in 1.10.0
Cash flow from financing activities 167.8– 2 3 7.1
Cash flow for the year 153.0–8.4
Cash and cash equivalents at beginning of year 56.660.2
Exchange rate difference in cash and cash equivalents –0.54.8
Cash and cash equivalents at end of year 2 0 9.156.6
Exchange-rate differences in the credit facility have been reclassified from exchange rate differences in cash and
cash equivalents to exchange rate differences in adjustment for non-cash items in the comparative periods.
74
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Statements Other
Information
Introduction
Thunderful as
an Investment
Parent Company income statement
MSEKNote20232022
Net sales 1 0 .49. 8
Other operating income 0.20.1
Operating income 10.79.9
Operating expenses
Other external expenses 7–26 .4–25.8
Personnel expenses 9–1 8 . 2–16 .9
Depreciation/amortisation and impairment of property, plant and equipment and intangible assets –0.0–0.0
Other operating expenses –0.1–0.1
Total operating expenses –44.7–42.8
Operating profit/loss –34.0– 32 .9
Profit from financial items
Total financial items 12–350.389. 7
Profit/loss after financial items –384.356.8
Year-end appropriations 1 9. 7–36.1
Tax on net profit for the year 130.10.5
Net profit/loss for the year and comprehensive income for the year –364.621.2
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Thunderful Group | Annual Report 2023
Parent Company balance sheet
MSEKNote31/12/202331/12/2022
ASSETS
Non-current assets
Property, plant and equipment
Equipment, tools, fixtures and fittings 0.10.0
0.1 0.0
Financial assets
Participations in Group companies 16, 172,020.92 , 3 9 7. 2
Total non-current assets 2,021.02 , 3 9 7. 2
Current assets
Receivables from Group companies 2 9 7. 2884.3
Current tax receivables 0.13.5
Other receivables 3.10.8
Prepaid expenses and accrued income 2.11 .4
Total current assets 302.5890.0
Cash and bank balances 23148.80.0
TOTA L AS S E TS 2 ,472 .33 , 2 8 7. 2
76
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Statements Other
Information
Introduction
Thunderful as
an Investment
Parent Company balance sheet cont.
MSEKNote31/12/202331/12/2022
EQUITY AND LIABILITIES
Equity
Restricted equity
Share capital 240.70.7
0.7 0.7
Unrestricted equity
Retained earnings 101.078.7
Share premium reserve 1 ,969.41 ,969. 5
Net profit/loss for the year –364.621.2
Total unrestricted equity 1,705.82 , 0 69.4
Total equity 1,706.52 ,070.1
Non-current liabilities
Non-current additional purchase considerations 26171.8285.3
Total non-current liabilities 171.8285.3
Current liabilities
Overdraft facility 270.063.6
Liabilities to credit institutions 2749 9. 3111.3
Liabilities to Group companies 0.06 0 5 .4
Accounts payable 274.74.6
Other liabilities 280.73.1
Current additional purchase consideration 268 7.4136.8
Accrued liabilities 301.87.1
Total current liabilities 594.0931.8
TOTAL EQUITY AND LIABILITIES 2 ,472 .33 , 2 8 7. 2
77
Thunderful Group | Annual Report 2023
Parent Company change in equity
Parent Company, MSEKShare capitalShare premium
reserve Statutory
reserve Retained earn
–
ings Net profit/loss
for the year Total
Opening balance, 1 January 2023 0.71,969.4 0.078.7 21.22 ,070.1
Appropriation of profit, approved by AGM 0.00.00.021.2–21.2 0.0
Issued share options 0.00.00.0 1.10.0 1.1
Total other comprehensive income for the year 0.00.00.00.0–364.6 –364.6
Closing balance, 31 December 2023 0.71,969.4 0.0101.0–364.6 1,706.5
Parent Company, MSEK Share capitalShare premium
reserve Statutory
reserve Retained earn
–
ings Net profit/loss
for the year Total
Opening balance, 1 January 2022 0.71 ,966.5 0.064.3 14.42 ,0 45.9
Appropriation of profit, approved by AGM 0.00.00.01 4.4–1 4.4 0.0
New share issue, acquisition of operations, Headup GmbH 0.03.00.0 0.00.0 3.0
Total other comprehensive income for the year 0.00.00.00.021.2 21.2
Closing balance, 31 December 2022 0.71,969.5 0.078.7 21.22 ,070.1
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Governance Remuneration Financial
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Information
Introduction
Thunderful as
an Investment
Parent Company cash flow statement
MSEKNote20232022
Operating activities
Profit/loss after financial items –384.356.8
Adjustment for non-cash items 33
– Impairment of participations in subsidiaries 376 .70.0
– Revaluation of additional purchase considerations – 47. 5–28.1
– Other adjustments 8.71 9. 2
– 46.4 47.9
Income tax paid –2.6–7. 5
Cash flow from operating activities before changes in working capital – 49. 040.4
Changes in working capital
Change in receivables 30.62 1 0 .9
Change in current liabilities –3 3 .933.5
Cash flow from operating activities –52.3284.8
Investing activities
Acquisition of subsidiaries 34, 36–0.0–81 .4
Cash flow from investing activities –0.0–81 .4
Financing activities
Option premiums paid in 1.10.0
Amortisation of liability for additional purchase consideration –1 24.1–1 0 9. 2
Repayments of lease liabilities – 0 .4–0.3
Change in bank overdraft facility 324.5–93.8
Cash flow from financing activities 201.1–203.3
Cash flow for the year 148.80.0
Cash and cash equivalents at beginning of year 0.00.0
Cash and cash equivalents at end of year 148.80.0
79
Thunderful Group | Annual Report 2023
Contents
NotePage
Note 1 Nature of the operations 81
Note 2 Accounting policies, etc. 81
Note 3 Estimates and assessments 85
Note 4 Financial risks 86
Note 5 Segment reporting 86
Note 6 Revenue recognition 88
Note 7 Operating expenses 89
Note 8 Fees to auditors 89
Note 9 Average number of employees/salaries etc. 90
Note 10 Leases 91
Note 11 Depreciation/amortisation and impairment 92
Note 12 Financial income and financial expenses/Other inter –
est income and similar profit/loss items as well as
Other interest expenses and similar profit/loss items 92
Note 13 Tax 93
Note 14 Intangible assets 93
Note 15 Property, plant and equipment 96
Note 16 Participations in Group companies 96
Note 17 Specification of participations in Group companies 97
Note 18 Other non-current assets 98
Note 19 Inventories 98
Note 20 Accounts receivable 98
Note 21 Contract assets 99
Note 22 Prepaid expenses and accrued income 99
Note 23 Cash and cash equivalents 99
Note 24 Share capital, number of shares 99
Note 25 Provisions 100
Note 26 Non-current liabilities 100
Note 27 Current liabilities 100
Note 28 Other liabilities 100
Note 29 Contract liabilities 100
Note 30 Accrued expenses and prepaid income 101
Note 31 Financial instruments 101
Note 32 Changes in liabilities related to financing activities 103
Note 33 Adjustment for non-cash items 104
Note 34 Acquisition of subsidiaries/operations in cash flow
statement 104
Note 35 Related party transactions 104
Note 36 Business acquisitions 104
Note 37 Measurement and events in additional purchase con-
siderations over the year 105
Note 38 Sensitivity analysis 105
Note 39 Contingent liabilities 105
Note 40 Assets pledged for liabilities to credit institutions 105
Note 41 Events after the balance sheet date 105
Note 42 Definitions of key performance indicators 106
Note 43Approval of financial statements 106
Game: Planet of Lana
Studio: Wishfully
80
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Notes
1
Nature of the operations
Thunderful Group develops and publishes games, and distributes, for
example, Nintendo products (games, game consoles and accessories),
game accessories and toys. Thunderful Group’s overriding objective
is to provide high-quality game experiences
The Parent Company, Thunderful Group AB, corp. reg. no.
559230 – 0445 is a limited company registered in Sweden and
domiciled in Gothenburg. The address of the head office is
Kvarnbergsgatan 2, SE-411 05 Gothenburg, Sweden.
The Thunderful Group has two segments:
• Thunderful Games (Games)
• Thunderful Distribution (Distribution)
The Games segment encompasses companies that develop, publish
and invest in games. The Distribution segment covers the groups of
companies selling game-related products and toys.
The Group’s financial statements for the financial year that ended on
31 December 2023 (including comparative figures) were approved by
the Board of Directors on 24 May 2024 (see Note 43). It is not permissi –
ble to change the financial statements after they have been approved.
2
Accounting policies, etc.
This section provides an overview of the bases used in preparing the
financial statements. For information concerning the recognition of
specific items, refer to the relevant note.
The terms Thunderful Group, Thunderful, the Group or the company
refer to, depending on the context, Thunderful Development AB corp.
reg. no. 559139-0728 or to the Group that is constituted by Thunderful
Group AB corp. reg. no. 559230-0445 and its subsid iar ies. Due
to rounding-off differences, totals presented in tables and running
text do not always tally with the calculated sum of the separate
sub-components. The ambition is that every sub-component will cor –
respond to its original source, which is why rounding-off differences
may affect the totals when all sub-components are aggregated.
Basis for preparing the accounts
The consolidated financial statements have been prepared in accord –
ance with the Swedish Annual Accounts Act, RFR 1 – Supplementary
Accounting Rules for Groups and International Financial Reporting
Standards (IFRS) as adopted by the EU. The financial statements have
been prepared based on the assumption that the Group conducts its
operations according to the going concern principle. Preparing finan –
cial statements in accordance with IFRS requires certain key esti -mates for accounting purposes to be applied. It also requires that
management make certain assessments when applying the Group’s
accounting policies. The areas including a high degree of assessment,
which are complex, or those areas where assumptions and estimates
are of material importance for the consolidated accounts are stated
in Note 3.
Consolidation principles applied
In the consolidated financial statements, the operations of the Parent
Company and the subsidiaries are consolidated up to and including
31 December 2023. All subsidiaries have 31 December as their balance
sheet date.
All intra-Group transactions and balance sheet items are eliminated
on consolidation, including unrealised gains and losses on transac
–
tions between Group companies. In cases where unrealised losses on
intra-Group sales of assets are reversed on consolidation, the impair –
ment need for the underlying asset is also tested from a Group per –
spective. Amounts reported for subsidiaries in the financial state –
ments have been adjusted where necessary to ensure compliance
with the Group’s accounting policies.
Profit and other comprehensive income for subsidiaries acquired
during the year are recognised from the date of acquisition or date
of divestment, as applicable.
Business acquisitions
The Group applies the acquisition method when reporting business
acquisitions. The compensation transferred by the Group to obtain a
controlling influence over a subsidiary is calculated as the sum of the
fair values of the transferred assets, assumed liabilities and the equity
instruments issued by the Group, as of the acquisition date, which
includes the fair value of an asset or liability arising through an agreed
contingent purchase consideration. Acquisition expenses are expensed
as they are incurred. Acquired assets and assumed liabilities are
measured at fair value at the time of acquisition.
Definition of Group companies
The consolidated financial statements include Thunderful Develop –
ment AB and all companies over which the Parent Company
(Thunderful Group AB) has control, meaning the power to direct
the activities, exposure to variable returns and the ability to utilise
its power. Because the new Group was formed in December 2019,
this was considered to be a reverse acquisition and Thunderful Devel –
opment AB is the refore considered the accounting Parent Company
while Thunderful Group AB is the legal Parent Company. When the
Group ceases to have control or a controlling influence over an entity,
any retained interest in the entity is remeasured at fair value, with the
change in value recognised in the combined consolidated statement
of comprehensive income. At the end of 2023, the Group consisted
of 30 (29) companies.
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The following applies to companies that were added or divested dur-
ing the year:
• Companies that have been acquired are included in the combined
statement of comprehensive income as of the date when Thunderful
Group AB gained control.
• No companies have been divested.
Translation of foreign currencies
Foreign currency transactions have been translated into the
func tional currency using the transaction-date exchange rate.
Financial assets and liabilities denominated in foreign currencies
have been measured at the exchange rate prevailing on the balance
sheet date, and any exchange rate differences are included in net
profit for the year.
The financial statements are prepared in Swedish krona (SEK),
which is Thunderful Group AB’s functional currency and the
Group’s presentation currency in accordance with IAS 21.
The balance sheets of foreign subsidiaries have been translated
to SEK at the exchange rate applicable on the balance sheet date.
The statements of comprehensive income have been translated at
the average exchange rate for the year.
Operating expenses
Operating expenses are recognised in profit or loss when the service
has been utilised or when the event has occurred. Warranty expenses
are recognised when the Group enters into an obligation, which nor –
mally occurs when the product is sold.
Non-recurring items
The company defines non-recurring items as profit or loss items of
significant nature not included in the Group’s normal recurring profit
and which complicates the comparison between periods, including
transaction costs acquisitions.
Income tax
In the consolidated financial statements, tax is recognised based
on the taxable earnings generated by the entities included in these
financial statements.
Income tax comprises both current and deferred tax. Income tax is
recognised in comprehensive income, unless the underlying item is
reported directly in equity or other comprehensive income. For these
items, the related income tax is also recognised directly in equity or
other comprehensive income. A current tax liability or tax asset is rec –
ognised for the estimated taxes payable or refund abl e for the current
year or prior years.
In the recognition of income taxes, Thunderful Group offsets current
tax assets against current tax liabilities and deferred tax assets
against deferred tax liabilities in the balance sheet in cases where
Thunderful Group has a legal right to offset these items and the
intention to do so.
Deferred tax
In the preparation of the consolidated financial statements, Thunderful
Group estimates the income taxes in each of the tax jurisdictions
in which the Group operates as well as deferred taxes based on
temporary differences. Deferred tax assets relating to loss carry-
forwards and temporary differences are recognised in those cases
when future taxable income is expected to permit the recovery of
those tax assets. Changes in assumptions about future forecast
taxable income and changes in tax rates could result in significant
differences in the measurement of deferred taxes.
Deferred tax is not recognised for the following temporary differ –
ences: goodwill that is not deductible for tax purposes, for the initial
recognition of assets or liabilities that affect neither account ing nor
taxable profit, and for differences related to investments in subsidiar –
ies when it is probable that the temporary differences will not be
reversed in the foreseeable future. Deferred tax is measured at the tax
rate that is expected to be applied to the temporary differences when
they are reversed, based on the tax laws that have been enacted or
substantively enacted as per the balance she et date. An adjustment
of deferred tax assets/tax liabilities due to a change in the tax rate is
recognised in the combined statement of comprehensive income,
unless it relates to a temporary difference recognised directly in
equity or other comprehensive income, in which case the adjustment
is also recognised in equity or other comprehensive income. The
measurement of deferred tax assets involves judgements regarding
the deductibility of costs not yet subject to taxation and estimates
regarding sufficient future tax able income to enable utilisation of
unused tax loss carry- for wards in different tax jurisdictions.
Current tax
Thunderful Group has no provisions for uncertain outcomes regard-
ing tax audits and no tax proceedings are ongoing as of today.
Pension obligations
The Group applies defined contribution pension plans except in
one case where, in addition to these pension plans, an extra pension
obligation and associated plan assets amounting to SEK 0.2 million
have been included in the financial statements based on the esti –
mated commitments for one of the employees transferred to the
Thunderful Group. A defined contribution pension plan is a pension
plan under which the Group pays fixed contributions to a separate
legal entity (pension insurance company). The Group has no legal
or informal obligations to pay additional fees if this legal entity does
not have sufficient assets to pay all employee benefits related to
the employees’ service during the current or previous periods.
Warrant programme
There is an outstanding warrant programme targeted at the compa –
ny’s employees. Employees who wanted to participate in the pro –
gramme have paid a premium equivalent to the market value of
the warrant. Since the market value has been paid, there is no effect
on the company’s profit for the period or its financial position. The
number of warrants is set out in Note 9.
Intangible assets
Intangible assets are recognised at historical cost less straight-line
accumulated amortisation and any impairment. Goodwill is not sub –
ject to amortisation, as it is considered to have an unlimited economic
life and is tested for impairment quarterly. The Group applies a
degressive amortisation method over two years for completed game
development projects and launched publishing projects with 1/3 amor –
tisation over months 1 to 3 following release, 1/3 amortisation over
Note 2 cont.
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Introduction
Thunderful as
an Investment
months 4 to 12 and the remaining 1/3 over months 13 to 24. In other
respects, amortisation is calculated in accordance with the straight-
line method and is based on the following expected useful lives:
Game development and publishing projects 2 ye ars
IT systems 5 yea rs
Publishing and distribution relationships 10 ye ars
Game rights 2–9 y ears
Customer relationships 6–9 years
Other intangible assets fro m 5 years and until perpetuity
Capitalised expenditure for computer game
development
If an intangible asset is generated internally, it is classified either in
a research phase or in a development phase. When the devel opment
phase is reached, the Group recognises the expenses generated as
intangible assets. The intangible asset due to devel opment is only
capitalised if the criteria described under Capitalised development
expenditure below are met. Expenditure for maintenance of software
is expensed as it arises. Development expenses that are directly
related to the development and testing of identifiable and unique
software products (game development projects) that are controlled
by the Group are recognised as capitalised development expenditure
when the following criteria are met:
• technical feasibility to complete the asset for use or sale has been
achieved,
• the company intends to supplement and use or sell the asset,
• the company has the capacity to use or sell the asset,
• the company understands that the asset will probably generate
future economic benefits,
• technical, financial and other resources are available to complete
the development of the asset,
• the company has the capacity to reliably measure the expenses.
Normally, the development process is not initiated until the above
criteria are met, which means that capitalisation in most cases
begins at the start date.
Directly related expenses that are capitalised mainly consist of
expenses for employees, external subcontractors and user test ing .
Intangible assets are recognised at cost less accumulated amortisa –
tion and impairment. The cost of an internally generated intangible
asset is the sum of the expenses that arise from the date when the
intangible asset first meets the above capitalisation criteria.
As of 2019, Thunderful, in accordance with industry practices
changed the accounting estimate for the useful life from five-year
straight-line amortisation to amortisation over two years from release
with the following division: 1/3 amortisation during months 1 to 3
following release, 1/3 amortisation during months 4 to 12 following
release and the remaining 1/3 during months 13 to 24 follow ing
release. Ongoing projects are not amortised but are impairment
tested annually.
Publishing licences
Publishing licences are recognised at cost less accumulated amorti –
sation and any impairment. Publishing licences are amortised using
a degressive amortisation method over two years following release,
1/3 amortisation over months 1 to 3 after release, 1/3 amortisation over months 4 to 12 following release and the remaining 1/3 over months
13 to 24 following release. Ongoing projects are not amortised but
are impairment tested quarterly.
All expenses that arise during the research phase are expensed as
they are incurred. All expenses incurred during the development
phase are capitalised when the following conditions are met: the
company’s intention is to complete the intangible asset and to use or
sell it and the company has the conditions to use or sell the asset, it
is technically possible for the company to complete the intangible
asset so that it can be used or sold and there are adequate technical,
financial and other resources to complete the development and to
use or sell the asset, it is probable that the intangible asset will gener
–
ate future economic benefits and the company can reliably calculate
the expenses attributable to the asset during its development.
Property, plant and equipment
Property, plant and equipment are recognised at historical cost less
straight-line accumulated depreciation and any impairment. Land is
not subject to depreciation, as it is considered to have an unlimited
economic life.
In other respects, depreciation is calculated in accordance with the
straight-line method and is based on the following expected useful
lives:
Right-of-use asset Over each contract period
Buildings 50 y ears
Equipment and other plant and machinery 5 yea rs
Leases
Accounting for leases requires the use of a number of different
assumptions, of which determining the discount rate and the lease
term have been assessed as the most critical ones. The applied
discount rates are established centrally and comprise the Group’s
calculated incremental borrowing rate for each entity determined by
country, currency and contract duration. The model for determining
the incremental borrowing rate is revised at least annually or when
a need for revision is indicated in order to maintain the validity of
the model. The lease term is determined based on the information
available in the lease and other relevant facts and circumstances
as per management’s judgement. The lease term includes extension
or termination options should such options meet the threshold for
reasonable certainty. There may not always be specific clauses on
e.g. termination, cancellation or renewal of a lease. In such cases,
assumptions are made based on the information available in the
lease together with management’s judgement of relevant circum-
stances. On 31 December 2023, the carrying amount of right-of-use
assets was SEK 113.7 (133.7) million and total lease liabilities amounted
to SEK 111.9 (131.4) million.
Of the carrying amount, the main value refers to the right-of-use
assets attributable to leases for premises that have different types
of extension and termination options. Changes in assessments
of whether or not it is reasonably certain that such options will be
exercised could have a material impact on the carrying amounts
for right-of-use assets and lease liabilities recognised under IFRS 16.
As of 31 December 2023, this amount was, however, insignificant.
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Inventories
Inventories are measured at the lower of cost and net realisable value.
Cost includes all expenditure that is directly attributable to the pur-
chase. Net realisable value is the estimated selling price in operating
activities reduced by any applicable selling expenses. Obsolescence
deductions are taken into account.
Accounts receivable
Receivables are recognised net after provisions for expected credit
losses. The net value reflects the amounts that are expected to be
collected, based on circumstances known at the balance sheet date.
Changes in circumstances such as higher than expected defaults
or changes in the financial situation of a significant customer could
lead to significant deviations in the measurement. On 31 December
2023, accounts receivable, net of provisions for expected credit
losses, amounted to SEK 472.3 (654.6) million. SEK 1.4 million was
reser ved for any expected credit losses and a bad debt loss of SEK
0.8 million was confirmed during the year.
Cash and cash equivalents
Cash and cash equivalents are defined as cash and disposable bal –
ances with banks and corresponding institutions together with other
current liquid investments that mature within 90 days of the acquisi –
tion date and can easily be converted into known amounts of cash
and are subject to only an insignificant risk of value fluctuations. The
Group applies a joint cash pool for the majority of the Group’s com –
panies.
Calculation of expected credit losses
When measuring expected credit losses, the Group uses future-
oriented information, to the extent reasonable with improved fore –
cast quality, which is based on assumptions regarding various
future market effects and how these will impact one another.
Warranties
As is customary in the industry in which Thunderful Group operates,
some of the products sold are covered by an original warranty,
which is included in the price and which extends for a predetermined
period. Provisions for warranties are estimated based on historical
data regarding the scope of measures, cost of repairs and similar.
On 31 December 2023, Thunderful Group’s provision for warranty
commitments amounted to SEK 1.8 (1.7) million.
Disputes
Thunderful Group may become involved in disputes in the normal
course of its business operations. Disputes may concern, for example,
product liability, alleged defects in deliveries of goods and services,
patent rights and other rights and other issues involving rights and
obligations related to Thunderful Group’s operations. Such disputes
may prove to be costly and time consuming, and could disrupt nor –
mal operations. Moreover, the outcome of complex disputes can be
difficult to foresee. It cannot be ruled out that a disadvantageous
outcome of a dispute could prove to have an adverse impact on
the Group’s earnings and financial position. There were no material
disputes on the date of issuance of this Annual Report.
Equity
Share capital represents the nominal value (quotient value) of issued
shares. Other equity including net profit for the year contains all equity
for the Group that is not share capital, including the share premium
reserve, which contains potential premiums received in connection
with the new issue of share capital. Any transaction expenses that
are related to new issues of shares are deducted from the contributed
capital, taking into account any income tax effects.
Cash flow
The cash flow statement is prepared using the indirect method.
The reported cash flow only includes transactions that have resulted
in receipts or payments.
Changes in accounting policies and disclosures
New or amended standards that have not yet taken effect are
not expected to have any material effect on the Group’s financial
statemen
sition.
Parent Company accounting policies
The Parent Company’s annual accounts have been prepared in
accordance with the Swedish Annual Accounts Act and the Swedish
Corporate Reporting Board’s recommendation RFR 2. RFR 2 stipu-
lates that in its Annual Report the Parent Company is to apply Inter –
national Financial Reporting Standards (IFRS) as adopted by the
EU as far as this is possible within the scope of the Swedish Annual
Accounts Act, and taking into account the relationship between
accounting and taxation. The recommendation states the exceptions
and additions to IFRS that are required.
The Parent Company applies the same policies as presented in
Note 2 of the consolidated financial statements, subject to the
exceptions stated below. The policies have been applied for all
periods of time specified in the Parent Company’s annual accounts.
IFRS 9 is not applied in the Parent Company. Instead, the Parent
Company applies the points stated in RFR 2 (IFRS 9 Financial Instru –
ments, points 3–10). Financial instruments are measured at cost. In
subsequent periods, financial assets acquired with the intention of
being held in the short term will be recognised at the lower of cost
or market value. When calculating the net selling price of receivables
recognised as current assets, the principles for impairment testing
and loss risk provisioning in IFRS 9 are applied. In the case of a receiv –
able recognised at amortised cost at Group level, this means that the
loss risk provision recognised in the Group in accordance with IFRS 9
shall also be taken up in the Parent Company.
IFRS 16 is not applied in the Parent Company. All leases are recog –
nised as operating leases, regardless of whether the agreements are
finance or operating leases. Lease payments are recognised as a cost
on a straight-line basis over the term of the lease.
Participations in subsidiaries
In the Parent Company, participations in subsidiaries are accounted
for using the cost method less any impairment. Cost includes acquisi –
tion-related costs and any additional purchase considerations.
Income tax
In the Parent Company, due to the connection between accounting
and taxation, the deferred tax liability on untaxed reserves is
reported as part of the untaxed reserves.
Note 2 cont.
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3
Estimates and assessments
Use of estimated values
When preparing the consolidated financial statements in accordance
with IFRS, management has used a number of estimates and assump-
tions in the recognition of assets and liabilities and in disclosures con –
cerning contingent assets and liabilities. Actual outcomes using other
assumptions and under other circumstances could differ from these
estimates. Below, Thunderful Group has summarised the accounting
policies that require more comprehensive subjective judgements on
the part of management in respect of assumptions or estimates
regarding matters that are inherently difficult to assess.
Uncertainty in the estimate
Below is information on estimates and assumptions that have the
most significant effect on the accounting and measurement of assets,
liabilities, income and expenses. The outcome of these may deviate
significantly.
Revenue recognition
The Group’s revenue recognition regarding the Games segment is
combined with important estimates and assessments regarding when
revenue is reported over time. Revenue recognition from ongoing pro –
jects is based on assessments of the outcome of ongoing projects.
Games are sold to end users through platform owners such as Valve,
Epic, Nintendo, Sony and Microsoft. Assessments are then made
regarding revenue, as reports from platform owners may be received
up to 90 days after the end of the period.
These assessments are based on historical data and preliminary
reports. Estimates deviating from those of management may result
in a different outcome for the operations and a different financial
position.
Capitalisation of game development expenditure
The distribution between the research and development phases in
new software development projects and determination whether the
requirements for capitalisation of game development expenses are
met require assessments. After capitalisation, Group Management
monitors whether the accounting requirements for develop ment costs
continue to be met and whether there are indications that the capital-
ised expenses may be subject to a decrease in value.
The Group holds capitalised intangible non-current assets that have
not yet been completed. These assets must be tested for impairment
every quarter or when there is any indication of impairment. To be
able to do this, an estimate must be made of future cash flows attrib –
utable to the asset or the cash-generating unit to which the asset is to
be attributed when it is completed. An appropriate discount rate must
also be determined in order to be able to discount these calculated
cash flows. Additional purchase considerations for 10 acquisitions
The contingent considerations attached to the acquisitions of
Guiding Rules Games AB (Dec ’19), Coatsink Software Ltd (Oct ’20),
acquisition of the assets of Station Interactive AB (Nov ’20), Headup
GmbH (Mar ’21), acquisition of the assets of Tussilago AB (May ’21),
To The Sky AB (Aug ’21), Stage Clear Studios, SL (Sep ’21), Early Morn –
ing Studio AB (Nov ’21), Jumpship Ltd (Nov ‘22) and Studio Fizbin
GmbH (Mar ‘23) have been valued on the basis of the acquired
companies’ forecast profit over a period of between two and six
years. If income and expenses deviate from the forecast, the addi –
tional purchase considerations may need to be revalued with the
effect taken over the income statement.
Impairment of assets and useful life
Non-current assets, including goodwill, publishing and distribution
relationships, game rights, customer relationships and other intangi –
ble assets are impairment tested quarterly for each cash-generating
unit or when events or changes indicate that the carrying amount of
an asset may not be recoverable.
An asset whose value has declined is impaired to its value in use by
applying a present value calculation of cash flows based on expected
future outcomes. Differences in the estimation of expected future out –
comes and the discount rates used could have resulted in different
asset measurements.
The impairment testing of goodwill and other intangible assets with
indefinite useful lives, including sensitivity analyses performed, indi –
cated an impairment loss of SEK 500.4 million. Values assigned to
publishing and distribution relationships are amortised on a straight-
line basis over a period of ten years, as long-term col laborations with
contracts renewed on an ongoing basis justify a longer amortisation
period. See Note 14 for more information. The value according to the
balance sheet on 31 December 2023 was SEK 223.0 million for publish –
ing and distribution relation shi ps, SEK 475.4 million for goodwill, SEK
291.8 million for game rights, SEK 88.7 million for customer relation –
ships and SEK 22.9 million for other intangible assets.
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4
Financial risks
The Group’s financial risk management
The Group is exposed to risks related to liquid funds, accounts receiv-
able, accounts payable, borrowings and foreign exchange. These
risks include:
• Financing risks in relation to the Group’s capital requirements
• Foreign exchange risks on commercial flows and net investments
in foreign subsidiaries
• Credit risks relating to financial and commercial activities; and
• Interest rate risks related to liquid funds and borrowings
Financing risk
Financing risk refers to the risk that the financing of the Group’s
capital requirements and refinancing of existing borrowings could
become more difficult or more expensive. The risk may be mitigated
by having maturity dates evenly distributed over time and by avoid –
ing situations where short-term borrowings exceed liquidity limits. The
company’s finance policy states that the CFO shall ensure that the
remaining average credit duration of the total debt portfolio exceeds
the decided minimum duration and that, at every given time, liquidity
must be overseen and comply with this policy. As at 31 December
2023, the Group has liabilities to credit institutions and net debt is SEK
290.2 million.
Foreign exchange risk
Foreign exchange risk is defined as the risk that fluctuations in cur –
rency exchange rates have a negative impact on the Group’s finan –
cial position, profitability or cash flow. Revenue is mainly generated in
EUR, SEK, DKK and USD while the Group’s expenses mainly comprise
purchases of goods in EUR and to some extent in USD. The Group is
therefore exposed to fluctuations in the foreign exchange market,
where changes in exchange rates could have a negative effect on the
Group’s profitability and earnings. In order to manage such effects,
the Group hedges the foreign exchange risk within the framework
of its finance policy, and the Group’s overall currency exposure shall
be managed centrally by the CFO. The Group’s overdraft facility is
denominated in EUR, which essentially eliminates a large part of the
Group’s total currency exposure. A sensitivity analysis of the Group’s
foreign exchange risk, divided into transaction risk and translation
exposure, can be found in Note 38.
Credit risk
Credit risk on financial transactions refers to the risk that the counter –
party is not able to fulfil its contractual obligations related to the
Group’s investment in liquid funds and derivatives. To limit the expo –
sure to credit risk, the Group has adopted a policy that states that
excess liquidity shall be deposited in bank accounts in the Group’s
main bank, be invested in securities issued by the main banks or be
invested in government securities.
Credit risks in accounts receivable
Thunderful Group’s customer base is characterised by recurring cus –
tomers such as resellers and specialist retailers for companies in the
Distribution segment and clearing accounts with vari ous platform
owners in the Games segment. Sales are subject to normal delivery and payment terms. The finance
policy defines how credit management is to be performed in the
Group to achieve competitive and professional credit sales, limit bad
debts, improve cash flow and optimise profit. Within the Distribution
segment, the company has credit insurance for most of the accounts
receivable balance.
Interest rate risk
Cash and cash equivalents
The finance policy states that an excessive holding of liquid funds
should be avoided. Excess liquidity shall be used to offset external
liabilities. The time to maturity for short-term investments shall match
large disbursements, planned investments or dividend payments and
may not exceed three months.
Borrowings
According to the finance policy, the Group’s debt management is
handled centrally by the CFO to ensure efficiency and risk control.
Loans shall primarily be raised at Parent Company level and be trans
–
ferred to subsidiaries in the form of internal loans or capital contribu –
tions. Various derivative instruments may be used in this process to
convert the funds to the required currency. Short-term financing may
also be raised locally in subsidiaries in countries with capital restric –
tions.
Thunderful Group AB is part of a cash pooling arrangement with the
majority of its subsidiaries and has a short-term credit facility with
Danske Bank. As at 31 December 2023, SEK 499.3 million of its total
overdraft facility of EUR 55.0 million has been drawn upon, which
translates to SEK 610.2 million as per the balance sheet date.
5
Segment reporting
The Group has two segments:
• Thunderful Games (“Games”)
• Thunderful Distribution (“Distribution”)
Thunde rful Gam es
Thunderful Games’ operations are divided into four clear revenue
streams:
•
IP Building encompasses the development and publication of
games developed in house with proprietary IP, and the publication
of externally developed games with licensed IP. The revenue stream
is dependent on a high rate of investment and can generate very
high profitability levels when published games reach commercial
success.
• Co-development encompasses game development within Thunder –
ful Studios on behalf of external licence owners. This revenue stream
contributes predictable revenue with stable, high margins without
the need to invest, as well as variable revenue shares from devel –
oped games.
•
Partners encompasses service and support for external game
developers that self-publish games. This revenue stream contributes
predictable income with stable, high margins without the need to
invest, as well as variable income shares from games published by
our partners.
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Thunderful as
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• Investments encompasses investments ranging from the prototype
phase of small game development projects to acquisitions of major
game development companies. The project investment revenue
stream depends on a certain rate of investment and contributes var –
iable income shares from games in which Thunderful has invested.
Thunderful Distribution
Thunderful Distribution operates in the distribution and sale of,
among other things, Nintendo products, games, game accessories
and toys. The segment includes distributors Bergsala, Amo Toys and
Nordic Game Supply. Bergsala has been distributing Nintendo’s
products in Sweden since 1981. Amo Toys and Nordic Game Supply
are Nordic distributors of toys, games, game accessories and mer –
chandise. Brands distributed by Amo Toys and Nordic Game
Supply include Rockstar, 2K Games, Razer, Thrustmaster, PowerA,
Hori, L.O.L. Surprise, Baby Born, Little Tikes, Squishmallows and Intex.
Other
Costs that cannot be directly attributed to either of the two segments
are recognised under Other. Examples of costs are transaction-
related acquisition costs, certain Group Management func tion s
and costs related to being a listed company.
Segment reporting
The companies that develop games are reported in the Games seg –
ment, these are: Thunderful Development AB, Image & Form Inter –
national AB, Zoink AB, Coatsink Software Ltd, Guiding Rules Games
AB, Stage Clear Studios, SL, Early Morning Studio AB, Jumpship Ltd,
To The Sky AB and Thunderful Animation AB.
Other companies that are also reported in the Games segment
are: Robot Teddy Ltd, Thunderful Publishing AB, Headup GmbH,
Thunderful Games Ltd and Studio Fizbin GmbH.
The groups of companies selling game-related products and toys are
reported in the Distribution segment, these are: Bergsala, Amo Toys
and Nordic Game Supply, as well as their joint management com –
pany Thunderful Solutions. The foreign subsidiaries of the distribution
companies are located in Denmark, Norway, Finland, Hong Kong and
Germany.
The segments are monitored regularly by the CEO.
The segments are responsible for operating profit before interest, tax
and PPA-related amortisation (EBITA), while net assets, net financial
items and taxes, as well as net debt and equity, are not reported by
segment. The segments’ operating profit is consolidated in accord-
ance with the same principles as for the Group.
Thunderful Distribution invoices Thunderful Games for ongoing
accounting services. In 2023, these amounted to SEK 2.8 (1.3) million.
MSEK 20232022
Thunderful Games 438.352 1 .4
Thunderful Distribution 2,561.72,594.7
Other 0.20.1
Operating income 3,000.23,116.2
MSEK 20232022
Thunderful Games –208.7– 69.9
Thunderful Distribution –25.1–20.7
Other – 0 .4–0.3
Depreciation and impairment –234.2–9 0.9
MSEK 20232022
Thunderful Games –42.1231.3
Thunderful Distribution 80.67 7. 2
Other –30.8–23.7
Adjusted E B ITA 7. 7284.8
MSEK 20232022
Adjusted non-recurring items Games –6.80.0
Adjusted non-recurring items Distribution –2.70.0
Adjusted non-recurring items Other –2.8–5.5
E B ITA –4.62 7 9. 3
EBITA margin, %
Thunderful Games –9.9 %45.0%
Thunderful Distribution 3 .4%3.2%
Thunderful Group 0.3%9. 6%
MSEK 20232022
Thunderful Games –567.5–46.0
Thunderful Distribution – 3 7. 2– 3 7. 2
PPA-related amortisation and impairment –604.7–83.2
MSEK 20232022
Thunderful Games – 616 .4185.3
Thunderful Distribution 40.740.0
Other –33.6–2 9. 2
EBIT –609.3196.1
Breakdown of non-current assets
by country and segment
2023 2022
Country Distribu
–
tion Games OtherDistribu
–
tion Games Other
Sweden 3 49.41,203.0 1.03 8 7. 6 1,668.7 1 .4
Denmark 1.10.00.0 1.20.00.0
UK 0.0122.7 0.00.098.5 0.0
Germany 0.33 7. 80.0 0.12.60.0
Other 0.03.50.0 0.0 0.30.0
Total 350.81 , 3 67. 0 1.0388.9 1,7 70.1 1 .4
87
Thunderful Group | Annual Report 2023
6
Revenue recognition
Revenue types and flows
Thunderful Group’s revenue derives in part from computer games
(Games: publisher, developer or holder of game rights) and in part
from distribution/sales of Nintendo products, video and computer
games and toys (Distribution).
Games
Depending on whether a party is a publisher, developer or holds
the rights on which the game is based, different parts of the gross
revenue are received from the customer. For each agreement that
the Group enters into as a party, an analysis is made of the role
and what it entails in terms of accounting as principal or agent in
the revenue stream.
When Thunderful acts as a publisher and investor for other game
studios outside the Group, revenue from the game is distributed from
the time it is released depending on the specific agreement between
Thunderful and the external game studio. Depending on the weighting
in the agreement, Thunderful will receive most of its investment after
release before the external game studio receives its share. For compa-
nies within the Group’s publishing operation, agreed and paid instal –
ments to a developer are considered to be an intangible asset
(Licences for publishing) and are subject to refund in accordance
with the terms of the revenue sharing agreement after the game has
been released.
With its own developed games and thus game rights, revenue from
sales derives primarily from digital platform operators such as Valve
(Steam), Sony, Nintendo or Microsoft. In these cases, the payment
streams from customers go via the platform operator who pays any
VAT and charges its fee, usually 20–30 percent after deducting VAT,
before the money reaches Thunderful. The platform operator is
considered a customer of Thunderful, which means that revenue is
recognised net, after the fee to the platform operator. Sold games
are recognised as income during the period when the sale to the
end customer occurred.
Contract developers refers to when Thunderful develops a game for
a publisher independent of Thunderful. An assignment usually entails
two payment components from the publisher to Thunderful. One is
based on the workforce involved in building the game, and the other
is sales-based royalties. Thunderful’s development for an independent
publisher is considered a clear performance obligation that is met
over time. The work of Thunderful in these types of projects is usually
constant or nearly constant throughout the lifetime of the project.
Revenue related to development is recognised in accordance with
an input method, which means that the revenue is recognised on a
straight-line basis since the effort is constant throughout the project’s
lifetime. Royalties are recognised during the period on which the
calculation of royalties is based, in accordance with the guidelines
for sales-based royalties in IFRS 15. The royalties amount recognised
matches what is documented in a royalty reconciliation published by
the issuer. Development assignments on behalf of others are recognised as
income during the period when consumed resources and agreed
milestones (reconciliation times) were approved and paid for by
the customer without risk of complaint and potential repayment.
Distribution
Revenue from the sale of game consoles, games, accessories and
toys is recognised as revenue at a certain time, i.e. when the Group
transfers control of the assets to the customer (reseller). In practice,
the transfer of control, and thus revenue recognition, normally
depends on the terms of delivery.
There are no variable considerations. Specific retail bonuses are
available but are described in the agreements as a fixed bonus
based on the selling price. The Group provides a product warranty
in accordance with the terms and conditions for this warranty.
Resellers and customers can return the product for repair or replace
–
ment if it does not work in accordance with the specification. These
warranties are recognised in accordance with IAS 37.
Transaction price – volume discounts
Products are sometimes sold with volume discounts based on aggre –
gate sales over a specific time period, normally 3–12 months. Revenue
from these sales is recognised based on the price specified in the
contract, less the estimated volume discounts. Accumulated experi –
ence is used to estimate and recognise the discounts using either the
expected value or an assessment of the most likely amount. Revenue
is only recognised insofar as it is highly probable that a significant
reversal will not occur. Contract liabilities are recognised for expected
volume discounts payable to customers in relation to sales made
until the end of the reporting period. The calculated volume discount
is revised on each reporting date.
Receivables, contract assets and contract liabilities
A receivable is recognised when control of the products has been
transferred as this is the point in time when the consideration is
unconditional because only the passage of time is required before
the payment is due. If consideration is conditional on further perfor –
mance, a contract asset is recognised. If the Group receives an
advance from a customer, a contract liability is recognised.
Payments from customers
Payment terms are based on local market conditions. The Group has
no significant financing component included in the terms of payment.
Warranties
The most common warranty obligation for Thunderful is to replace a
faulty component according to legal and common practice. In those
cases, the warranty obligation is recognised as a provision.
Freight charges
Freight charges may be included in the price of the product sold
based on the contractual terms and conditions and revenue is
recognised at the same time as revenue from the product sale.
88
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Breakdown of revenue
Thunderful Group’s Distribution segment sells its products primarily
in the Nordic countries. Geography is assessed to be an important
attribute in the breakdown of revenue from Thunderful Group’s
Distribution segment.
Net sales by country for the Distribution segment
Group
Country 20232022
Sweden 1,323.31 ,1 7 7.9
Norway 150.9195.2
Finland 2 1 5 .9254.3
Denmark 6 2 9. 6623.3
Other 73.2188.1
Total 2 , 392 .92,438.8
Net sales by country for the Games segment
Group
Country 20232022
Sweden 166.276 .1
UK 211.1371.6
Germany 46.355.2
Other 1.711.5
Total 425.3514.4
Individual customers with more than a 10-percent share
of consolidated net sales
2023 2022
Customer Net salesShare of
total net sales Net sales Share of
total net sales
Customer 1 ––443.2 14.6%
Total ––443.2 14.6%
Net sales by reporting over time
2023 2022
Category GamesDistribution GamesDistribution
Goods and services
transferred at a cer –
tain time 28 6 .42,392.9 383.02,516. 2
Services transferred
over time 138.90.01 31 .4 0.0
Total 425.32 , 392 .9 514.42,516.2
Total amounts for transaction prices regarding perfor –
mance obligations from existing agreements that are
wholly or partly unfulfilled as of 31 December 2022
Category 20242025
Expected revenues, unfulfilled
performance obligations 0.24.1
7
Operating expenses
Cost of goods sold and other items
Goods for resale includes expenses for the acquisition of the goods,
product warranties, environmental fees, warehousing and transport,
exchange rate differences on accounts payable and the effects of
currency hedging and purchased games devel opment services
(which are presented separately below). Other costs are divided
into external expenses, personnel expenses and depreciation/
amortisation.
Group Parent Company
MSEK 202320222023 2022
Expenses for merchandise and
royalties –2,085.5–2,113.3 0.00.0
Other external expenses –382.7–385.2 –26 .4–25.8
– of which, acquisition-related non-recurring expenses –2.8–5.5 0.00.0
– of which other non- rec urring expenses –9. 50.00.00.0
Personnel expenses –392.0–293.4 –1 8 . 2–16 .9
Depreciation/amortisation and
impairment of property, plant
and equipment and intangible
assets –838.9–17 4.1 0.00.0
– of which, PPA-related amorti –
sation –604.7–83.2 0.00.0
Other operating expenses – 62 .9–53.7 –0.1–0.1
Total operating expenses –3,762 .0– 3 , 0 1 9. 7 –44.7–42.8
8
Fees to auditors
At the 2023 AGM, Öhrlings Pricewaterhouse Coopers AB was elected
auditor for the period up until the 2024 AGM.
31/12/2023 31/12/2022
Öhrlings PricewaterhouseCoopers AB
Audit engagement 3.1 0.0
Other assignments 0.2 0.0
Grant Thornton Sweden AB
Audit engagement 0.7 3.5
Other assignments 0 .4 0 .4
Tax advice 0 .4 0.0
Övriga revisionsfirmor
Audit engagement 1.0 1 .9
Other assignments 2 .9 0.0
Tax advice 3.1 0.0
89
Thunderful Group | Annual Report 2023
NameSalary Other benefits BonusPensionTotal remuneration,
bonuses and pensions
Martin Walfisz, CEO (from September 2023) 1,683.630.8870.0 380.1 2 ,964.5
Anders Maiqvist, former Acting CEO (up to and including August 2023) 2,038.73 9. 7966.7 568.8 3 , 61 3 .9
Other members of Group Management
1) 13,025.7 8 4.91,078.0 812.3 15,000.9
Total 16,748.1155.42 ,9 1 4.7 1,761.2 2 1 , 57 9. 3
1)
Other members of Group Management amounted to six people at the end of 2023. In addition, former Chief Financial Officer Lennart Sparud and former Chief Strategy & Investment Offic er Agostino Simonetta are included up to and including December 2023.
Remuneration to senior executives 2022 (SEK thousand)
Name Salary Other benefits BonusPensionTotal remuneration,
bonuses and pensions
Anders Maiqvist, Acting CEO (from Augusti 2022) 1,365.825 .40.05 3 7. 2 1 ,9 28 .4
Brjann Sigurgeirsson, former CEO (up to and including July 2022) 3 5 7. 046.6 0.052 .9 456.5
Other members of Group Management 3,560.645.51,260.0 486.3 5 , 3 52.4
Total 5,283.41 1 7. 51,260.0 1 ,076.4 7, 7 3 7. 3
Warrant programme
Total number of warrants 31/12/202331/12/2022
Opening balance 7 75,180505,180
Allotted during the period 940,000270,000
Forfeited during the period ––
Redeemed during the period ––
Expired during the period –505,180–
Closing balance 1,210,0007 75,180
9
Average number of employees/salaries etc.
2023 2022
Average number of employees WomenTotalWomen Total
Parent Company
Sweden 16 2 7
1 6 2 7
Subsidiaries
Sweden 55232 69221
Germany 1246 730
Spain 831 634
Norway 310 210
Finland 713 714
Denmark 1026 1130
UK 39146 37132
134 504 139471
Group total 135510 141478 Group Parent Company
Salaries and other remuneration 202320222023 2022
Board of Directors and CEO 25.222.8 8.53.6
Other employees 275.62 0 9. 3 4.710.1
300.8 232.1 13.213.7
Social security expenses
Pension expenses, the Board of
Directors and the CEO 1 .91.8 1.00.6
Pension expenses, other employees 1 5 .914.0 0.70.7
Other social security expenses 61 .446.0 4.62 .9
7 9. 2 61.8 6.34.2
Gender distribution among senior executives
Group Parent Company
2023 20222023 2022
Proportion of women on the
Board of Directors 20%4%20% 20%
Proportion of men on the Board
of Directors 80%96%80% 80%
Proportion of women among
other senior executives 44%0%0%0%
Proportion of men among other
senior executives 56%100% 100%100%
The information refers to the situation on the balance sheet date.
Remuneration to senior executives 2023 (SEK thousand)
Remuneration to Group Management has been paid in monthly sala ry,
as well as through other taxable benefits such as a company car bene –
fit. Variable remuneration in 2023 has been short term. The CEO has
a bonus of a maximum of six months’ salary in accordance with the
Board of directors remuneration
At the Annual General Meeting on 17 May 2023, it was resolved that
the Board of Directors remuneration for the period until the next
Annual General Meeting shall be paid with a maximum of SEK 1,500
thousand calculated on a full business period between Annual Gen –
eral Meetings (12 months), of which a maximum of SEK 500 thousand
shall be paid to the Chairman of the Board and a maximum of SEK 250
thousands shall be paid to each Board member. The members of the
Board of Directors are entitled to remuneration in relation to the num –
ber of months each member has held the role from the time of election
until the next Annual General Meeting is held. employment contract. The CEO has a mutual notice period of six months.
The CEO is assured of an occupational pension. The occupational pen –
sion is a defined contribution and the monthly premium shall correspond
to 25% of the fixed monthly salary applicable at any given time.
90
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
10
Lease
The Group has office premises, vehicles and production equipment
that are recognised in accordance with IFRS 16 Leases. The average
lease term for office and warehouse premises is 5–10 years and the
average lease term for vehicles and production equipment is 3–5
years.
Group
Balance sheet 31/12/202331/12/2022
Right-of-use assets, cost 175.11 7 7. 3
Right-of-use assets, acc. depreciation –61.3–43.6
Right-of-use assets, carrying amount 113.7133.7
Deferred tax assets 0.60.5
Interim receivables –4.8–4.5
Total assets 223.3263.2
Current lease liabilities 25.326 .4
Non-current lease liabilities 86.6105.0
Retained earnings –1 .7– 0 .4
Net profit/loss for the year –0.6–1 .4
Total liabilities and equity 1 0 9. 61 2 9. 6
Income statement
Lease expenses 31.826.1
Interest expenses –3.0–1 .9
Depreciation –2 9. 5–25 .9
Deferred tax 0.10 .4
Net loss for the year –0.6–1 .4
Right-of-use assets Number of right-
of-use assets Interval remaining term (m onth s)
Average remain
–
ing (months) Number of
leases with extension options Number of
leases with buy option Number of
leases with
indexed variable feesNumber of
leases with can –
cellation options
Office premises 141–91 3614 013 14
Cars 3016–48 301817 029
Production equipment and forklifts 196–21 131919 019
Current leases, office premises 08880 11
Group
Cost 31/12/202331/12/2022
Opening balance 1 7 7. 3136.9
Acquisitions for the year 16.744.4
Disposals for the year –16 .4–7.1
Indexation –2.41.1
Revaluation 0.10 .9
Exchange rate differences, net –0.21.1
Closing balance 175.01 7 7. 3
Accumulated depreciation
Opening balance –43.6–21.8
Depreciation for the year –2 9. 5–26.2
Disposals for the year 11.84.0
Exchange rate differences, net –0.10 .4
Closing balance – 61 .4–43.6
Carrying amount 113.7133.7
An agreement is, or contains, a lease if the agreement transfers the
right to determine the use of an identified asset for a certain period in
exchange for compensation. Such an assessment is made when an
agreement is entered into. The Group further classifies an identified
lease as a current lease, as a lease of a low-value asset or as a stand –
ard lease. Current leases are defined as leases with a lease term of
12 months or less. The Group’s defi nition of a low-value asset includes
all personal computers, laptops, telephones, office equipment and
furniture, as well as all other assets with a value (when new) of less
than SEK 50,000. Lease fees relating to current leases and leases of
low-value assets are reported as operating expenses on a straight-
line basis over the lease term. The Group applies the term “standard
lease” to all identified leases that are categorised neither as current
leases nor as leases of low-value assets.
Accordingly, a standard lease is a lease for which a right-of-use asset
and a corresponding lease liability are recognised at the beginning of
the lease, that is, when the underlying asset is made available for use.
The Group’s lease assets, in the form of right-of-use assets, as well as non-current and current lease liabilities are presented as separate
items in the consolidated balance sheet.
The assets and liabilities arising from leases are initially valued on
the basis of a calculation of their present value. The lease liability
is determined as the present value of all future lease fees on the
commencement date, discounted by applying the Group’s calculated
incremental borrowing rate, which is set per country and contract
period (12–36 months, 37–72 months and >72 months).
The following lease payments are included in the measurement of a
lease liability:
• fixed fees, following deduction of any benefits in connection with the
signing of the lease,
• variable lease fees linked to an index or a price, initially measured
using an index or price on the start date,
• amounts expected to be paid by lessees in accordance with resid –
ual value guarantees,
• penalties payable on termination of the lease, if the lease term
reflects that the possibility of terminating the lease agreement will
be exercised.
91
Thunderful Group | Annual Report 2023
Variable lease fees not linked to an index or a price (including prop-
erty tax) are not included in the measurement of the lease liability.
Attributable variable lease payments are reported on an ongoing
basis in the consolidated statement of comprehensive income.
Subsequent measurement of the lease liability is made by reducing
the carrying amount to reflect lease fees paid and increasing the
carrying amount to reflect interest on the lease liability in accordance
with the effective interest method.
A right-of-use asset is initially valued at cost, which includes the total
the lease liability is originally valued at, lease payments paid at or
before the commencement date, after deduction of any benefits in
connection with the signing of the lease, any initial direct expenses,
and costs for restoration (unless these costs arise in connection with
the production of goods) with a corresponding commitment recog –
nised and valued as a provision in accordance with IAS 37. Subse –
quent measurement of the right-of-use asset is made at cost less
accumulated depreciation, any impairment, as well as any effects
from the revaluation of the lease liability. Revaluation of the lease lia –
bility, and the corresponding applicable adjustment of the right-of-
use asset, is made when:
• the lease period changes or the assessment of an option to buy
changes, the lease liability is then revalued by discounting the
changed lease fees with a changed discount rate,
• lease fees change due to changes in an index or price or when the
amounts expected to be paid out under a residual value guarantee
change, the lease liability is then revalued by discounting the
changed lease fees with an unchanged discount rate (unless the
changes in the lease fees are a result of a variable interest rate,
in which case a changed discount rate is used),
• the lease is changed, and the change is not reported as a separate
lease, the lease liability is revalued by discounting the changed
lease fees with a changed discount rate.
A right-of-use asset is normally depreciated on a straight-line basis
over the shorter of the asset’s useful life and lease period. However,
if it is deemed reasonably certain that ownership of the underlying
asset will be transferred at the end of the lease period, the asset is
depreciated over the useful life. Depreciation of the use-of-right asset
begins on the commencement date. Impairment of the use-of-right
asset is determined and reported in accordance with IAS 36.
Lease fees paid regarding standard leases are reported partly as
repayment of the lease liability and partly as interest expense in
the consolidated statement of comprehensive income.
Lease components are distinguished from non-lease components
for leases regarding buildings (office premises, warehouses, etc).
For leases regarding other types of assets (machinery, vehicles, etc.),
lease components and any non-lease components are reported as a
single lease component.
In determining the lease period, the possibility of extension is included
only if it is deemed reasonably certain that the lease will be extended.
Periods that follow after the possibility of termination are included in
the lease period only if it is deemed reasonably certain that the lease
will not be terminated. The lease period is reconsidered if a significant
event should occur or if the circumstances should change in a signifi –
cant way.
Note 10 cont.
11
Depreciation/amortisation and impairment
Group
2023 2022
Thunderful Games –208.7– 69.9
Thunderful Distribution –25.1–20.7
Thunderful Other – 0 .4–0.3
PPA-related amortisation and impairment –604.7–83.2
Total –838.9–174.1
Impairment in both segments amounted to SEK –598.1 (–10.0) million.
12
Financial income and financial expenses/
Other interest income and similar profit/loss
items as well as Other interest expenses and
similar profit/loss items
Group Parent Company
2023 20222023 2022
Impairment of shares
in subsidiaries 0.00.0–376 .7 0.0
Profit from associated
companies 4.80.0 0.00.0
Interest income 4.60.8 4.10.5
Intra-Group interest
income 0.00.0530.8 182.7
Exchange rate
differences, positive 2 7.9 59. 5 0.00.0
Unrealised exchange
rate differences, posi –
tive net 0.00.00.041.8
Revaluation of earn-
out liability, positive 74.2136.9 74.2136.8
Interest expenses –36.8–1 2. 2–31.3 – 8 .9
Intra-Group interest
expenses 0.00.0–492.1 –154.5
Exchange rate
differences, negative –28.3 – 5 7. 7–0.6 0.0
Unrealised exchange
rate differences, nega –
tive net –2.1–53.5 –32.0 0.0
Revaluation of earn-
out liability, negative –2 9.4–111.5 –26.7–1 0 8 .7
Total 14.8– 3 7. 7–350.3 89. 7
92
Thunderful Group | Annual Report 2023
StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
13
Ta x
Group Parent Company
2023 20222023 2022
Current tax –36.2–60.7 0.10.5
Deferred tax 21.323.5 0.00.0
Tax included in net
profit for the year –1 4.9– 3 7. 2 0.10.5
Reconciliation of income tax
Group Parent Company
Percent Amounts PercentAmounts
Profit/loss before tax –594.5–364.7
Tax in accordance
with applicable tax
rate 20.6%122.520.6% 75.1
Adjustments for
previous years’ taxes 0.0% 0.20.0% 0.1
Adjustment for differ –
ences in tax rates
outside of Sweden –0.0% –0.10.0% 0.0
Tax-free income 4.0%24.04.2% 15.3
Non-deductible costs –23.0%–136.9–22.8% –83.3
Non-deductible costs 0.7%4.10.6% 2.4
Loss carry-forward
utilised during the year that was not previously recognised as an asset 1.2%6 .91.5% 5.6
Unutilised loss carry- forward generated
during the year –6.6%– 3 9. 0–4.1% –15.1
Other 0.6%3.50.0% 0.0
Recognised
income tax 2 .5%–1 4.90.0% 0.1
The 2023 closing tax deficit carried forward amounted to SEK 80.8
(29.5) million.
Capitalised deductible temporary differences
The company analyses and assesses each case of non-capitalised
items separately and makes active decisions about the situations in
which deferred tax assets on temporary differences should be capi –
talised. The Group does not normally report deferred tax assets on
temporary differences in situations where the opportunities to utilise
these are considered to be limited.
Deferred tax
As per 31 December 2023, the Group recognised deferred tax assets
of SEK 1.1 (1.3) million, primarily pertaining to deferred tax on eliminated
inter-company gains on inventories and IFRS 16. The gross deferred tax
amounts for IFRS 16 amounted to SEK 22.7 (26.2) million in receivable
and SEK –22.1 (–26.4) million in payable as per the balance sheet date.
Deferred tax liabilities of SEK 152.5 (151.3) million pertaining mainly to
the value of publishing and distribution relationships, game rights and
customer relationships.
14
Intangible assets
IT systems
Refers to the development and adaptation of business systems and
an e-commerce platform and is amortised on a straight-line basis
over 5 years.
Capitalised expenditure for computer game develop –
ment
Consists of capitalised expenses of SEK 307.1 million for game
development and is amortised using a degressive amortisation
method over two years following release, 1/3 amortisation over
months 1 to 3 after release, 1/3 amortisation over months 4 to 12 fol –
lowing release and the remaining 1/3 over months 13 to 24 following
release. Ongoing projects are not amortised but are tested for impair –
ment in the event of any indication of a decrease in value and at each
quarter. In 2023, capitalised development expenditure was written
down by SEK 85.9 (10.0) million.
Publishing licences
Consists of publishing licences for SEK 143.6 million within one of the
Group’s publishing activities and is amortised using a degressive
amortisation method over two years following release, 1/3 amortisa –
tion over months 1 to 3 after release, 1/3 amortisation over months 4 to
12 following release and the remaining 1/3 over months 13 to 24 fol –
lowing release. Ongoing projects are not amortised but are tested for
impairment in the event of any indication of a decrease in value and
at each quarter. In 2023, capitalised development expenditure was
written down by SEK 11.8 (0.0) million.
Investments in game projects
Consists of consulting services and support for third-party develop –
ers who publish their own games or want strategy advice. Projects are
not depreciated, but rather tested for impairment on a quarterly basis
at minimum. In 2023, investments in gaming projects were written
down by SEK 3.8 million (SEK 0.0 million).
Publishing and distribution relationships
In connection with the merger in December 2019, the various groups
were valued at multiples that are normally used in comparable busi –
ness events. The surplus value that then arose after elimination of
equity is judged to consist in its entirety of the value of the very long
business relationships that have existed within the Distribution com –
panies with their suppliers, where the agreement with Nintendo lasted
for 40 years and was renewed in 2022. There have also been long
business relationships within toy distribution that are expected to
continue. As a result, the value of these distributor relationships was
calculated at SEK 371.6 million as of 31 December 2019, which is amor –
tised on a straight-line basis over the useful life, which is estimated
to be 10 years with reference to the long relationship to date. The
value as of 31 December 2023 amounts to SEK 223.0 million.
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Thunderful Group | Annual Report 2023
Game rights
Game rights include IP rights for games that are fully developed and
under development as well as revenue rights for games that are fully
developed and under development. Game rights amount to SEK 291.8
million and are attributable to four acquisitions, one of which was
completed in 2022. The amortisation period for the various compo-
nents varies between 2–9 years where games under development are
not amortised until the game is fully developed.
IP rights
Games developed internally where the Group company owns all IP
rights to the game. For games under development, no amortisation
takes place, but impairment tests are performed annually.
Revenue rights
For some game titles developed by external game studios, the
Group’s companies receive a part of the game’s net sales revenue.
For games that are under development and have not yet been
launched, there is no amortisation, but annual impairment tests
are performed. No impairment was recognised in 2023.
Specification of amortisation period
IP rights, games: 5 yea rs
IP rights, games under development: No a mortisation, begins when
the game is fully developed
Revenue rights, games: 9 yea rs
Revenue rights, games under development: No a mortisation, begins
when the game is fully developed
Revenue rights, contract: 2 ye ars
Customer relationships
Customer relationships refer to long-standing customer relation shi ps
primarily for the development of games on behalf of customers. Cus –
tomers are generally large global companies operating in several dif –
ferent areas, including the provision of game distribution platforms.
Customers have on several occasions his torically hired companies
within Thunderful Group to develop games for the customer’s game
platform, in several cases the games have been exclusively distrib –
uted on the customer’s game platform.
Customer relationships amount to SEK 88.7 million and are attributa –
ble to two acquisitions. The amortisation period for the various com –
ponents varies between 6–9 years.
Specification of amortisation period
Customer relationships, revenue for game development: 6 ye ars
Other intangible assets
Other intangible assets include e.g. a brand for a game studio with
an indefinite economic life and a brand for in-house developed games
where the Group company has registered the games’ brand where
the brand can be used for future commercial activities. Brands for
game titles are amortised over 8 years and brands for game studios
and similar companies are considered to have an indefinite useful life.
Specification of amortisation period
Brands, game studio: Inde finite
Brands, game titles: 8 yea rs
Intangible fixed assets
CostCapitalised
expenses for
development work Publishing and
distribution relationships
Opening balance, 1 January 2023 3 1 7. 5371.6
Internal development 202.30.0
Acquisitions of operations 11.60.0
Exchange rate difference through foreign
subsidiaries 1.10.0
Closing accumulated cost,
31 December 2023 532.5371.6
Opening amortisation and impairment,
1 January 2023 –85.8–111.5
Amortisation and impairment for the year –1 3 9. 6– 3 7.1
Closing accumulated amortisation and
impairment, 31 December 2023 –225.4–148.6
Closing carrying amount 3 0 7.1223.0
Cost Capitalised
expenses for
development work Publishing and
distribution relationships
Opening balance, 1 January 2022 166.6371.6
Internal development 143.30.0
Exchange rate difference through foreign
subsidiaries 7. 60.0
Closing accumulated cost,
31 December 2022 3 1 7. 5371.6
Opening amortisation and impairment,
1 January 2022 – 4 3 .9–74.3
Amortisation and impairment for the year – 41 .9– 3 7. 2
Closing accumulated amortisation and
impairment, 31 December 2022 –85.8–111.5
Closing carrying amount 231.7260.1
Cost IT systemsPublishing
licences
Opening balance, 1 January 2023 13.1165.3
Acquisitions for the year 0.38 2.4
Disposals –0.60.0
Exchange rate difference through foreign
subsidiaries 0.02 .9
Closing accumulated cost,
31 December 2023 12.8251.0
Opening amortisation and impairment,
1 January 2023 –9. 2–54.4
Reclassifications of amortisation 1.80.0
Amortisation and impairment for the year –3.0–53.0
Closing accumulated amortisation and
impairment, 31 December 2023 –1 0.4–1 0 7.4
Closing carrying amount 2.5143.6
Note 14 cont.
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
CostIT systemsPublishing
licences
Opening balance, 1 January 2022 11.595.1
Acquisitions for the year 1.669. 7
Exchange rate difference through foreign
subsidiaries 0.00.5
Closing accumulated cost,
31 December 2022 13.1165.3
Opening amortisation and impairment,
1 January 2022 –7.9– 3 7. 6
Amortisation and impairment for the year –1 . 3–16 . 8
Closing accumulated amortisation and
impairment, 31 December 2022 –9. 2–54.4
Closing carrying amount 4.011 0.9
Cost Game rightsCustomer relationships
Opening balance, 1 January 2023
372.71 2 9. 0
Exchange rate difference through acquisi –
tions of operations 5.73.7
Closing accumulated cost,
31 December 2023 378.4132.7
Opening amortisation and impairment,
1 January 2023 –41. 3–23.3
Amortisation and impairment for the year –45.3–20.7
Closing accumulated amortisation and
impairment, 31 December 2023 –86.6–44.0
Closing carrying amount 291.888.7
Cost Game rightsCustomer relationships
Opening balance, 1 January 2022
3 0 8 .41 2 7. 0
Acquisitions of operations 59. 20.0
Exchange rate difference through acquisi –
tions of operations and foreign subsidiaries 5.12.0
Closing accumulated cost,
31 December 2022 372.71 2 9. 0
Opening amortisation and impairment,
1 January 2022 –1 2.4–7. 0
Amortisation and impairment for the year –28 .9–16 . 3
Closing accumulated amortisation and
impairment, 31 December 2022 –41.3–23.3
Closing carrying amount 331 .4105.7
Cost Investments in
games projects Other intangi
–
ble assets
Opening balance, 1 January 2023 9.125 .9
Acquisitions for the year 7. 30.0
Exchange rate difference through foreign
subsidiaries 0 .90 .4
Closing accumulated cost,
31 December 2023 1 7. 326.3
Opening amortisation and impairment,
1 January 2023 0.0–2.1
Amortisation and impairment for the year –3.8–1 . 3
Closing accumulated amortisation and
impairment, 31 December 2023 –3.8– 3.4
Closing carrying amount 13.52 2 .9
Cost Investments in
games projects Other intangible
assets
Opening balance, 1 January 2022 0.025.3
Acquisitions for the year 9.10.0
Exchange rate difference through foreign
subsidiaries 0.00.6
Closing accumulated cost,
31 December 2022 9.125.9
Opening amortisation and impairment,
1 January 2022 0.0–1 .1
Amortisation and impairment for the year 0.0–1 .0
Closing accumulated amortisation and
impairment, 31 December 2022 0.0–2 .1
Closing carrying amount 9.123.8
Goodwill
Goodwill is reported as an intangible non-current asset with an indefi –
nite useful life at cost less accumulated impairment. As of 31 Decem –
ber 2023, goodwill amounted to SEK 475.4 (928.2) million . All intangi-
ble non-current assets with an indefinite useful life are tested every
quarter to determine whether the value deviates negatively from the
current book value and whether there is any indication of impairment.
Individual assets can be tested more often if there are indications of
a decrease in value.
Group
31/12/2023 31/12/2022
Opening cost 932.2732.0
Acquisitions of assets for the year 11.00.0
Acquisitions of operations for the year 26 .41 69. 3
Exchange rate difference through acquisitions of
operations 10.13 0 .9
Closing accumulated cost 9 7 9. 7932.2
Opening impairment through non-cash issue –4.0–4.0
Impairment for the year –50 0 .40.0
Closing accumulated impairment –50 4.4–4.0
Closing carrying amount 475.4928.2
Impairment testing of goodwill
In the quarterly impairment test, goodwill is allocated to the operat –
ing segments that are expected to benefit from the synergy
effects from the business acquisitions where goodwill arises.
Goodwill is allocated as follows:
Group
Goodwill per operating segment 31/12/202331/12/2022
Games 4 64.4928.2
Distribution 11.00.0
Total 475.4928.2
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Thunderful Group | Annual Report 2023
Note 14 cont.
The recoverable amount for each segment, defined as cash-generat-
ing units, is determined based on the discounted cash flow with out
taking potential future expansion of the operations or future restruc –
turing into account. A comprehensive five-year for ecast is used in
the calculation, followed by extrapolating expected cash flows for
the units’ remaining useful lives with an estimated growth rate of 2
percent (2) after the forecast period and a weighted average cost of
capital (WACC) before tax of 15.4 percent (15.1). After evaluation of the
Games portfolio the recoverable amount in the segment Thunderful
Games was calculated to SEK 1,256.9 (2,770.5) million using this meth –
odology, which resulted in impairment of SEK 500.4 million as of 31
December 2023. The recoverable amount is thus the same as the
goodwill value. An increase in the estimated discount rate of 1% would
result in an additional impairment in the amount of SEK 115.3 million.
Revenue development during the forecast period is 1–5 years based
on budget values as the starting point and individual companies’
estimated forecasts thereafter.
15
Property, plant and equipment
Right-of-use assets
Refers to financial leases, which are depreciated on a straight-line
basis over the lease term. See Note 10.
Other property, plant and equipment
Property, plant and equipment are recognised at historical cost less
straight-line accumulated depreciation and any impairment. Land is
not subject to depreciation, as it is considered to have an unlimited
economic life. In other respects, depreciation is calculated in accord-
ance with the straight-line method and is based on the following
expected useful lives:
Buildings: 50 y ears
Equipment: 5 yea rs
CostBuildings
and land Equipment Total
Opening balance, 1 January 2023 1.041 .4 42.5
Acquisitions for the year 2.88 .411.2
Exchange rate differences through
foreign subsidiaries 0.0–0.7 –0.8
Closing accumulated cost,
31 December 2023 3.849.152 .9
Opening depreciation and
impairment, 1 January 2023 –0.5 –2 3 .9 –24.4
Reclassifications of depreciation 0.01.81.8
Depreciation and impairment for
the year –0.5 –6.5 –7. 0
Closing accumulated depreciation
and impairment, 31 December 2023 –1.0–28.6 –2 9. 6
Closing carrying amount 2.820.5 23.3
Cost Buildings
and land Equipment Total
Opening balance, 1 January 2022 0.734.0 34.7
Acquisitions for the year 0.37.47. 7
Acquisitions of operations 0.00.00.0
Disposals for the year 0.00.00.0
Closing accumulated cost,
31 December 2022 1.041 .4 42 .4
Opening depreciation and
i mpairment, 1 January 2022 –0.1 –1 9. 5 –1 9. 6
Reversal of depreciation, divestment 0.00.00.0
Depreciation and impairment for
the year – 0 .4 –4.4–4.8
Closing accumulated depreciation
and impairment, 31 December 2022 –0.5–23.9 –24.4
Closing carrying amount 0.51 7. 518.0
16
Participations in Group companies
Parent Company
31/12/2023 31/12/2022
Opening cost 2 , 3 9 7. 22,181. 2
Acquisitions for the year 0 .4216.0
Closing accumulated cost 2 , 3 9 7. 62 , 3 9 7. 2
Opening impairment 0.00.0
Impairment for the year –376 .70.0
Closing accumulated impairment –376.70.0
Closing carrying amount 2 ,0 2 0.92 , 3 9 7. 2
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
17
Specification of participations in Group companies
Subsidiary Corporate identity number Domicile Share of equity Share of voting rights Number of shares Carrying amount
Bergsala AB 556315 – 6412 Kungsbacka 100% 100% 1,000 350.0
Thunderful Development AB 559139- 0728 Gothenburg 100% 100% 50,000 455.7
Amo Toys AB 556923-9428 Kungsbacka 100% 100% 600 175.2
Nordic Game Supply AB 559226-5333 Kungsbacka 100% 100% 500 0.0
Thunderful Solutions AB 559199-9940 Kungsbacka 100% 100% 500 0.0
Coatsink Software Ltd 07567 431 Sunderland, UK 100% 100% 2,000,000 70 0.1
Jumpship Ltd 10573099 Guildford, UK 100% 100% 2,278 8 7.4
Thunderful Animation AB 55909 1 -1 47 4 Kungsbacka 100% 100% 500 2.5
Headup GmbH 2 07/ 5 8 37/0 5 3 9 Düren, Germany 100% 100% 26,000 114.3
Stage Clear Studio, SL B/86440815 Madrid, Spain 100% 100% 900 0.0
Robot Teddy Ltd 1 0 8470 56 Newcastle, UK 100% 100% 2,151 5 7. 2
Early Morning Studio AB 559175-8890 Gävle 100% 100% 5, 263,158 78.5
Thunderful 1 559416-2090 Kungsbacka 100% 100% 250 0.0
Sub-subsidiaries
Image & Form International AB 556544 -1069 Gothenburg 100% 100%
Zoink AB 556874 -5185 Gothenburg 100% 100%
Guiding Rules Games AB 556983-8005 Gothenburg 100% 100%
Thunderful Publishing AB 559154-8721 Gothenburg 100% 100%
Thunderful Games Ltd 5252507 Luton, UK 100% 100%
Bergsala AS 917011508 Oslo, Norge 100% 100%
Bergsala A/S 26350832 Copenhagen, Denmark 100% 100%
Oy Bergsala AB 6671702 Vantaa, Finland 100% 100%
Amo Toys AS 911743531 Oslo, Norge 100% 100%
Amo Toys A/S 34050864 Tranbjerg, Denmark 100% 100%
Amo Oy 0104667-6 Vantaa, Finland 100% 100%
Amo Toys HK Ltd – Hong Kong, HK 100% 100%
Nordic Game Supply A/S 32663834 Tranbjerg, Denmark 100% 100%
Nordic Game Supply GmbH 19211 KI Neumunster, Germany 100% 100%
Nordic Game Supply HK Ltd – Hong Kong, HK 100% 100%
To The Sky AB 559319-3427 Gothenburg 91% 91%
Studio Fizbin GmbH HRB 75 05 72 Ludwigsburg, Germany 100% 100%
97
Thunderful Group | Annual Report 2023
18
Other non-current assets
Other non-current assets consist of the following items:
Group
31/12/2023 31/12/2022
Participations in associated companies 4.60.0
Other receivables 7.47.4
Other securities held as non-current assets 0.20.2
Deferred tax assets 1.11.3
Total 13.38.9
19
Inventories
Inventory consists of the following:
Group
31/12/2023 31/12/2022
Goods for resale 578.6600.3
Total 578.6600.3
Advance payments to suppliers consist of the following:
Group
31/12/2023 31/12/2022
Goods for resale 50.849. 6
Total 50.849. 6
Inventories are measured at the lower of cost and net realisable value.
Obsolescence deductions are taken into account. Cost includes all
expenditure that is directly attributable to the purchase. Net realisable
value is the estimated selling price in operating activities minus any
applicable selling expenses.
Impairment of SEK 27.3 (0.0) million has been recognised in the
Goods for resale line in the income statement.
20
Accounts receivable
Accounts receivable and other receivables consist of the following:
Group
31/12/2023 31/12/2022
Accounts receivable, gross 473 . 7656.3
Provision for bad debt losses –1 .4–1 . 6
Total 472 .3654.6
Age distribution, accounts receivable 31/12/2023
Accounts receivable, not due 433.7
Overdue 0–30 days 38.8
Overdue 31–60 days 3.1
Overdue 61–90 days 0.7
Overdue >90 days –2.6
Expected bad debt losses –1 .4
Total 472 .3
Changes in bad debt loss provision for the Group’s doubtful receiv –
ables
Provision for doubtful accounts receivable 1 Jan 2023 (opening bal –
an c e) –1 . 6
Provision for doubtful accounts receivable –0.7
Reversed bad debt losses 0.1
Bad debt losses 0.8
Total –1 .4
Accounts receivable are measured at fair value on initial recogni-
tion and subsequently measured at amortised cost using the
effective interest method, less any provision for expected losses.
The Group applies the simplified approach for accounts receiv able
and uses a matrix to estimate the expected losses. The change in
the provision is normally recognised in the statement of compre-
hensive income in other external expenses. No change was recog –
nised for 2023. The expected loss calculation is based on historical
data and is adjusted using a forward-looking analysis, including
macroeconomic factors impacting the various customer segments
and more specific factors such as signs of bankruptcy or known
insolvency, etc. The companies regarded as having the highest
credit risk through accounts receivable (primarily in the Distribution
segment) commission a credit insurance company and insure most
of their accounts receivable. The deductible in connection with an
insured bad debt loss is 10 percent.
The carrying amount of the receivables is equal to their fair value as
the effect of discounting is not significant. Provisions for and utilisa –
tion of the reserve for bad debts are included in selling expenses.
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Governance Remuneration Financial
Statements Other
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Thunderful as
an Investment
21
Contract assets
Contract assets consist of the following:
Group
31/12/2023 31/12/2022
Accrued income 72.580.0
Supplier bonus 4.21 .9
Total 76.781 .9
22
Prepaid expenses and accrued income
Prepaid expenses and accrued income consist of the following:
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Contract assets, see
Note 21 76 .78 1 .9 0.00.0
Other accrued income 44.51 0 .4 0.00.0
Other prepaid
expenses 18.221.5 2.11 .4
Total 1 39.4113.8 2 .11 .4
23
Cash and cash equivalents
Cash and cash equivalents are defined as cash and disposable bal –
ances with banks and corresponding institutions together with other
current liquid investments that mature within 90 days of the acquisi –
tion date and can easily be converted into known amounts of cash
and are subject to only an insignificant risk of value fluctuations. The
Group applies a joint cash pool for most of the Group’s companies.
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Cash and cash equiv –
alents 2 0 9.156.6148.8 0.0
Total 2 0 9.156.6148.8 0.0
24
Share capital, number of shares
Share capital
As per 31 December 2023, Thunderful Group AB’s share capital con –
sists of 70,290,597 shares with a quotient value of SEK 0.01 per share.
All shares are fully paid up. All shares entitle the holder to the same
proportion of the company’s assets and earnings and confer equal
rights to dividends.
Parent Company change in equity
Parent Company Share capitalShare premium
reserve Statutory
reserve Retained earn
–
ings Net profit/loss
for the year Total
Opening balance, 1 January 2023 0.71 ,969.4 0.078.8 21.22,070.1
Appropriation of profit, approved by AGM 0.00.00.021.2–21.2 0.0
Issued share options 0.00.00.0 1.10.0 1.1
Comprehensive income for the year 0.00.00.00.0–364.6 –364.6
Closing balance, 31 December 2023 0.71,969.4 0.0101.0–364.6 1,706.5
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Thunderful Group | Annual Report 2023
25
Provisions
Provisions are recognised when the Group has an obligation as a
result of an occurred event, and it is likely that an outflow of resources
will be required to settle the obligation and a reliable estimate of
the amount can be made. The amount recognised as a provision is
the best estimate of the expenditure required to set tle the obligation
on the balance sheet date. Where the time value of money is mate-
rial, the amount recognised is the present value of the estimated
expenditure.
Warranty provisions are recognised at the date of sale of the prod –
ucts covered by the warranty and are calculated based on his tor ical
data for similar obligations. Provisions for warranty commitments
are recognised on the basis of the Group policy of bearing the costs
of repairing faulty products. Warranties are norm ally provided for
one or two years from the date of sale.
The carrying amounts and changes to them are as follows:
Warranty provisions Other provisionsTotal
Opening balance,
1 January 2023 1.70.2 1 .9
Acquisitions for the year 0.10.0 0.1
Reversals for the year 0.00.00.0
Closing balance,
31 December 2023 1.80.2 2.0
26
Non-current liabilities
Non-current liabilities consist of the following:
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Deferred tax liabilities 152.5151.3 0.00.0
Non-current additional
purchase considera –
tion 181.628 6 .9 171.8285.3
Total 334.1438.2 171.8285.3
For additional information about business acquisitions, see Note
36 Business acquisitions.
27
Current liabilities
Current liabilities consist of the following:
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Current overdraft facilities 0.063.6 0.063.6
Liabilities to credit
institutions 49 9. 3 111.349 9. 3 111.3
Advance payments from
customers 1.10.0 0.00.0
Accounts payable 573 .9598.7 4.74.6
Total 1,074.3773.6504.0 17 9.4
28
Other liabilities
Other liabilities consist of the following:
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Current additional
purchase consideration 9 7.9 140.2 8 7.4136.8
Current tax liabilities 26 .935.7 0.00.0
Other current liabilities 76 .585.8 0.73.1
Total 201.3261.7 88.11 39.9
29
Contract liabilities
Contract liabilities consist of the following:
Group
31/12/2023 31/12/2022
Customer bonuses 23.138.0
Deferred income 0.01.3
Supplier commitments 2 1 .90.1
Total 45.039.4
In total, SEK 1,3 million of the previous year’s balance was taken up as
revenue during 2023.
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
30
Accrued expenses and prepaid income
Accrued expenses consist of the following:
Group Parent Company
31/12/2023 31/12/202231/12/2023 31/12/2022
Contract liabilities,
see Note 29 45.03 9.4 0.00.0
Accrued personnel
expenses 2 7.421.10 .92 .9
Other accrued
expenses 15.818.7 0 .94.2
Total 88.27 9. 2 1.87.1
31
Financial instruments
Supplementary information is presented in the following notes: Gen-
eral information on the Group’s risk policy and more detailed informa –
tion on Thunderful Group’s key financial instruments is provided in the
Board of Directors’ report. Note 19 con tains a description of accounts
receivable and the credit risk associated with them.
This note describes the Group’s key financial instruments with respect
to general terms and conditions, where this is considered relevant,
and risk exposure and fair value at year-end.
Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the
Group becomes a party to the instrument’s contractual terms and
conditions. Purchases and sales of financial assets are normally
recognised on the trade date, that is, the date on which the Group
undertakes to purchase or sell the asset. Financial instruments
are initially recognised at fair value plus transaction costs directly
attributable to the acquisition or issuance of financial assets or
financial liabilities; for example, fees and commissions. Transaction
costs for financial assets and financial liabilities measured at fair
value through profit or loss are expensed in profit or loss.
Financial assets
Classification and subsequent measurement
The Group classifies its financial assets in the following measurement
categories:
• fair value through profit or loss,
• fair value through other comprehensive income, or
• amortised cost.
The classification requirements for debt and equity instruments are
described below:
Debt instruments are those instruments that fulfil the definition of
a financial liability from the issuer’s perspective, such as accounts
receivable, loan receivables and government bonds. The Group classifies its debt instruments in one of the following two
measurement categories:
Amortised cost: Assets held for the purpose of collecting contractual
cash flows that solely comprise payments of principal and interest,
and that are not identified as measured at fair value through profit or
loss, are measured at amortised cost. The carrying amounts of these
assets are adjusted for any expected credit losses that have been
recognised (see “Impairment and expected loss” below). Interest
income from these financial assets is recognised in net financial items
using the effective interest method.
Fair value through profit or loss: Assets that do not fulfil the criteria
for amortised cost are measured at fair value through profit or loss.
A gain or loss on a debt investment that is subsequently measured at
fair value through profit or loss and is not part of a hedging relation
–
ship is recognised in net financial items when it arises. Interest income
from these financial assets is recognised in net financial items using
the effective interest method. Accounts receivable sold on non-re –
course terms are categorised as “held for sale” with the gain or loss
recognised in operating profit.
Debt instruments are only reclassified when the Group’s business
model for managing these assets is changed.
Equity instruments are instruments that meet the definition of equity
from the issuer’s perspective, which entails that they are instruments
that do not contain a contractual obligation to pay and that evidence
a residual interest in the issuer’s net assets. Gains and losses on
equity instruments measured at fair value through profit or loss are
included in net financial items. The Group has no investments in
equity instruments.
Impairment and expected loss
The Group assesses on a future-oriented basis the long-term
expected credit losses associated with its financial assets that are
not measured at fair value. When so doing, a rating model is utilised
to facilitate making assessments about the probability of default.
Based on this model, the Group recognises a provision for such
potential losses at each reporting date. The measurement of expected
credit losses reflects an unbiased and probability weighted amount,
based on reasonable and supporting information that is available,
such as past events, current conditions and forecasts of future eco –
nomic conditions. This model has been used for cash and bank bal –
ances. For accounts receivables, the Group applies the “simplified
approach” (see Note 20). For cash, a ratings-based approach is
used based on a forecast of the probability of default for each coun –
terparty.
Derecognition from the balance sheet
A financial asset, or a portion thereof, is derecognised from the
balance sheet when the contractual rights to collect cash flows from
the asset have expired, or when they have been transferred and the
Group either (i) transfers substantially all of the risks and rewards
associated with ownership, or (ii) neither transfers nor retains sub –
stantially all the risks and rewards associated with ownership and
has not retained control over the asset.
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Thunderful Group | Annual Report 2023
Carrying amount Fair value
As of 31 December 2023 Measured at fair
value Measured at
amortised cost TotalLevel 1 Level 2 Level 3 Total
Financial assets
Accounts receivable 472. 3472. 3
Cash and cash equivalents 2 0 9.12 0 9.1
Total 681 .4681 .4
Financial liabilities
Overdraft facility 0.00.0
Accounts payable –573 .9–573 .9
Lease liabilities –111.9–111.9
Liability for additional purchase
consideration –2 7 9.4–2 7 9.4 –2 7 9.4–2 7 9.4
Total –2 7 9.4–685.8 –965.2 –––2 7 9.4 –2 7 9.4
Carrying amount Fair value
As of 31 December 2022 Measured at fair
value Measured at
amortised cost TotalLevel 1 Level 2 Level 3 Total
Financial assets
Accounts receivable 654.6654.6
Cash and cash equivalents 56.656.6
Total 711.2711.2
Financial liabilities
Overdraft facility –63.6–63.6
Accounts payable –598.7–598.7
Lease liabilities –1 31 . 3–1 31 . 3
Liability for additional purchase
consideration – 4 2 7. 2– 4 2 7. 2 – 4 2 7. 2– 4 2 7. 2
Total – 4 2 7. 2–793.6–1, 220.8 ––– 4 2 7. 2 – 4 2 7. 2
Note 31 cont.
Financial liabilities
Classification and subsequent measurement
The Group’s financial liabilities, excluding liabilities for additional pur
–
chase considerations, are classified and subsequently measured at
amortised cost. Liabilities for additional purchase considerations are
classified at fair value through profit or loss.
Derecognition from the balance sheet
A financial liability is derecognised from the balance sheet when it is
extinguished, meaning when the obligation specified in the contract
is discharged, cancelled or expires.
Liability for additional purchase considerations
Liability for additional purchase considerations is initially measured
at fair value on the date on which the contract is entered into, and is subsequently remeasured at fair value through profit or loss. Fair
value is determined through discounted future cash outflows in
accordance with the contract and using a WACC of 16.1 percent
(15.2).
Interest-bearing liabilities
Loans are initially measured at the fair value of the funds received
after deductions for transaction costs. After the date of acquisition,
the loans are measured at amortised cost using the effective interest
method.
Net debt/Net cash
At the end of 2023, Thunderful Group had a net debt of SEK –290.2
(–118.3) million.
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Information
Introduction
Thunderful as
an Investment
As of 31 December 2023Less than 3
months Between 3
months and 1 yearBetween 1 and 2
yearsBetween 2 and 5
years More than 5
years Total contractual
cash flows Carrying amount
Financial liabilities
Borrowings from credit
institutions –6.7 –519.5 –526.3– 49 9. 3
Accounts payable –573 .9 – 573.9– 573.9
Lease liabilities –8.2–24.5 – 2 7. 0–48.0 – 2 7. 8–135.6 –111.9
Liability for additional
purchase consideration –33.3 –68.6 – 49. 7–221.3 –372.8–2 7 9. 5
Total – 622 .1– 612.6 –76.7–269.3 – 2 7. 8–1,608.5 –1,464.6
As of 31 December 2022 Less than 3
months Between 3
months and 1 yearBetween 1 and 2
yearsBetween 2 and 5
years More than 5
years Total contractual
cash flows Carrying amount
Financial liabilities
Borrowings from credit
institutions –1 .1 –178 . 3 –17 9.4–17 4.9
Accounts payable –598.7 –598.7–598.7
Lease liabilities –7.1–2 1 .4 – 2 7. 3–50.8 –35.1–141.7 –131.3
Liability for additional
purchase consideration –1 3 2.4–1 0.7–90.8 –31 8 .4 –28.3–580.6 – 4 2 7. 2
Total –73 9.4–21 0.4 –118.1– 3 69.1 – 63.4–1 ,50 0.4 –1,332 .1
The table below analyses the Group’s financial liabilities divided
according to the time remaining on the balance sheet date until
the contractual due date. The amounts provided in the table are the
contractual, undiscounted cash flows. Future cash flows in foreign currencies and relating to variable interest have been calculated
based on the exchange rate and interest rate in effect on the balance
sheet date.
32
Changes in liabilities related to financing activities
1/1/2023
Inward cash flows Outward cash flows Items not
affecting cash flow 31/12/2023
Borrowings from credit institutions –17 4.9–3 24.4 – 49 9. 3
Lease liabilities –1 31 . 333.6–1 4. 2 –111.9
Liability for additional purchase consideration – 4 2 7. 2124.123.6–2 7 9. 5
Carrying amount –733.4– 324.4 1 57. 79.4–890.7
1/1/2022Inward cash flows Outward cash flows Items not
affecting cash flow 31/12/2022
Borrowings from credit institutions –270 .495.5–17 4.9
Lease liabilities –111.728.7–48.3 –1 31 . 3
Liability for additional purchase consideration –452.41 1 7. 5–92.3 – 4 2 7. 2
Carrying amount –834.5–241.7 –140.6 –733.4
20232022
Revaluation of leases 2.3–3.8
Revaluation of additional purchase considerations 44.825 .4
Acquisitions –1 7.9–1 0 7. 0
Lease liabilities entered into –16 .7–43.6
Lease liabilities disposed of 4.63.1
Exchange rate differences –7. 7–14.7
Total 9.4–140.6
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Thunderful Group | Annual Report 2023
36
Business acquisitions
Studio Fizbin
On 28 February 2023, German games developer Studio Fizbin GmbH
was acquired via Thunderful’s subsidiary Headup GmbH for an initial
cash purchase consideration of EUR 1.2 million and an earnout com-
ponent of EUR 1.6 million. The head office is located in Ludwigsburg,
Germany. Transaction costs of SEK 1.3 million, which are direct
attributable to the share issue, has been reported as a deduction
item from the value of transferred shares and from shareholders’
equity respectively The studio is reported in the Games segment.
Purchase consideration for the acquisition:
Purchase consideration
Cash and cash equivalents 1 5 .4
Contingent additional purchase consideration 1 7.9
Total purchase consideration 33.3
Carrying amounts for identifiable net assets
Property, plant and equipment 0 .4
Intangible assets 11.6
Other current assets 1.5
Cash and cash equivalents 2.6
Current liabilities –9. 2
6.9
Other intangible assets
Goodwill 26 .4
The following table shows the net sales and operating profit for Studio
Fizbin for the full year 2023 as well as the result the company has
contributed with since the acquisition.
2023March–Dec 2023
Net sales 7.17.1
EBIT 10.1 11.8
The contingent consideration has an operational component of
EUR 1.0 million, which is linked to the release of the game Kokidon.
The total contingent consideration is capped at EUR 2.3 million.
Thunderful’s subsidiary Amo Toys AB also made a small add-on acqui –
sition for the assets and liabilities of operations within distribution
group TecTeam Scandinavia Holding AB (“TecTeam”) for an initial
cash purchase consideration of SEK 20.5 million . TecTeam’s operation
is reported in the Distribution segment.
33
Adjustment for non-cash items
Group Parent Company
2023 20222023 2022
Depreciation/amortisation and
impairment 838.9174.0376 .7 0.0
Exchange rate differences 6.09. 58.71 9. 2
Revaluations of additional
purchase considerations –44.8 –25 .4 – 47. 5–28.1
Impairment of stock 2 7.40.00.00.0
Other 0.02.60.0 0.0
During the year 2023, the Group and the parent company received
interest income of SEK 4.0 (0.5) million and paid interest expenses of
30.6 (8.5) million.
34
Acquisitions of subsidiaries/operations
in the cash flow statement
Group Parent Company
2023 20222023 2022
Jumpship Ltd 0.0–70 . 2 0.0–81 .4
Studio Fizbin –1 2. 80.00.00.0
Te cTe am –11 .00.00.00.0
Total –23.8–70. 2 0.0–81 .4
35
Related party transactions
Transactions between the Parent Company and its subsidiaries have
been eliminated in the Group and are not reported in this note.
Anders Maiqvist was Acting CEO of Thunderful Group from 10
August 2022 until 28 August 2023. Through companies and together
with related parties, Anders Maiqvist owns 50 percent of the shares
in Wester Maiqvist AB. In June 2022, Thunderful Group entered into
a consultancy agreement with Wester Maiqvist AB regarding ware –
house and logistics optimisation. During 2023, Wester Maiqvist AB
invoiced Thunderful Group SEK 2.8 million for services provided. The
agreement ceased in its entirety during Q1 2023. Anders Maiqvist
also entered into an agreement with Thunderful Group for CFO-
related consultancy services in 2023 and invoiced SEK 1.0 million
via Benolly AB. The agreement ceased in its entirety during Q3 2023.
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
37
Measurement and events in additional
purchase considerations over the year
Koncernen Moderbolaget
2023 20222023 2022
As of 1 January 4 2 7. 2452.4 422.1445 .4
Contingent considerations paid –1 24.1–1 1 7. 5–11 8 . 6 –11 4.1
Incurred through acquisitions and
recalculations 1 7.91 0 7. 0 0.01 0 7.1
Revaluations –44.8–25 .4 – 47. 5–28.1
Exchange rate differences 3.210.7 3.211.8
As of 31 December 2 7 9.44 2 7. 22 59. 2 422 .1
38
Sensitivity analysis
The Group operates internationally and is exposed to currency
risks from various currency exposures. Foreign exchange risk arises
through future business transactions, recognised assets and liabilities,
as well as net investments in foreign operations. Foreign exchange risk
occurs when future business transactions and recognised assets and
liabilities in Group units are denominated in currencies other than the
functional currency of the Group. The main currencies the Group is
exposed to are EUR, GBP and DKK. The Group’s risk exposure in net
assets in foreign operations the end of the financial year, expressed in
SEK million (MSEK) was as follows:
The Group’s net assets in foreign operations by
currency:
31/12/2023
Net assets 31/12/2022
Net assets
EUR 121.6118.8
GBP 17 9.1231.1
DKK 86.565.5
Consolidated operating profit by foreign currency:
2023 2022
EUR 25 .410.6
GBP 105.72 7 9.1
DKK –66.6–3 0 .9
A change in the EUR exchange rate versus the SEK of +/– 10 percent,
with all other variables constant, would impact operating profit for
the year by SEK 2.0 (1.1) million and equity by SEK 9.0 (11.9) million.
A change in the GBP exchange rate versus the SEK of +/– 10 percent,
with all other variables constant, would impact operating profit for
the year by SEK 2.1 (27.9) million and equity by SEK 43.9 (23.1) million.
A change in the DKK exchange rate versus the SEK of +/– 10 percent,
with all other variables constant, would impact operating profit for
the year by SEK 6.3 (3.1) million and equity by SEK 9.2 (6.6) million.
39
Contingent liabilities
The Group companies guarantee one another’s commitments by
means of an upstream and downstream guarantee.
40
Assets pledged for liabilities to credit
institutions
Corporate mortgages pledged as security for commitments
amounted to SEK 265.8 million on 31 December 2023. There were
no assets pledged for the parent company.
41
Events after the balance sheet date
• Thunderful Group announced that the company will be implement –
ing a restructuring programme to boost its long-term competitive –
ness. The programme aims to reduce costs and increase the focus
on areas with the best potential for future growth and profitability,
and is expected to save SEK 90–110 million per year.
• Thunderful Group entered into an agreement to divest the opera –
tions and assets of Nordic Game Supply for a puchase price corre –
sponding to the book value of the inventory with an agreed discount.
The buyer is a company owned by Henrik Mathiasen, CEO of Berg –
sala AB and acting CEO of Nordic Game Supply. The transaction
was approved at the extraordinary general meeting on 22 May.
• The distribution agreement regarding Nintendo products in the
Nordics and The Baltics were extended by another two years, i.e.
until March 2026.
• Thunderful Group entered into an agreement regarding the transfer
of all shares in its German publishing subsidiary, Headup GmbH.
The transaction was approved at the extraordinary general meeting
on 22 May.
• Thunderful entered into a share purchase agreement on May 20 to
divest the remaining distribution businesses AMO Toys AB, Bergsala
Aktiebolag, Thunderful 1 AB as well as the distribution services com –
pany Thunderful Solutions AB. The agreed purchase price amounts
to SEK 630 million on a cash and debt free basis. The buyer is Berg –
sala NDP AB, a newly incorporated company owned by Thunderful
Group’s largest shareholder and board member, Owe Bergsten. The
divestment will enable Thunderful Group to fully amortise its existing
bank facility with Danske Bank and focus on its games segment,
consisting of Game publishing, Game development and Co-devel –
opment & Partner services. The tansaction is conditional upon the
shareholders’ approval at the annual general meeting on 26 June.
• Henrik Lundkvist chose to end his employment as CFO. Per Alnefelt
was appointed interim CFO during the recruitment process to find a
permanent CFO.
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Thunderful Group | Annual Report 2023
42
Definitions of key performance indicators
Net sales
The business’s main revenue, invoiced costs, incidental revenue
and revenue corrections.
Gross profit
Profit after operating income and costs for goods for resale,
games development services and royalties.
Operating profit (EBIT)
Operating profit after depreciation, amortisation and impairment
of property, plant and equipment and intangible assets.
EBITDA
Operating profit before depreciation, amortisation and impairment
of property, plant and equipment and intangible assets.
Adjusted EBITDA
EBITDA excluding items affecting comparability.
E B ITA
Operating profit before amortisation and impairment of other
intangible assets.
Adjusted EBITA
EBITA excluding items affecting comparability.
Net core working capital
Inventories plus accounts receivable minus accounts payable.
Interest-bearing net debt
The sum of current and non-current interest-bearing liabilities to
credit institutions, including overdraft facilities less cash and cash
equivalents.
Interest-bearing net debt/adjusted EBITDA LTM
Interest-bearing net debt as a share of adjusted EBITDA, R12M.
43
Approval of financial statements
The consolidated financial statements for the financial year ending
on 31 December 2023 (including comparison figures) were approved
by the Board of Directors on 24 May 2024.
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StrategySustainability Operations Corporate
Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Signatures
The Board of Directors and CEO offer their assurance that this annual report gives a true and fair view of
the Group’s and Parent Company’s operations, financial position and results of operations and describes the significant risks and uncertainties facing the Group and the Parent Company.
Gothenburg, 24 May 2024
Martin WalfiszCEO
Patrick Svensk
Chairman of the Board Mats Lönnqvist
Board Member Owe Bergsten
Board Member
Tomas Franzén Board Member Sara Bach
Board Member
Our Auditor’s Report was submitted on 24 May 2024 Öhrlings PricewaterhouseCoopers AB
Nicklas Kullberg
Authorised Public Accountant
This information is of a nature that Thunderful
Group AB (publ) is obligated to publish under the
EU’s Market Abuse Regulation. It was submitted
for publication through the agency of the con –
tact persons set out below at 6:00 p.m. CET on
24 May 2024.
For more information, please contact:
Martin Walfisz , CEO, Thunderful Group AB
+46 705 37 19 10
martin@thunderfulgroup.com
Per Alnefelt , interim CFO, Thunderful Group AB
+46 7 3327 17 02 17
per.alnefelt@thunderfulgroup.com
107
Thunderful Group | Annual Report 2023
Report on the annual accounts and consolidated
accounts
Opinions
We have audited the annual accounts and consolidated accounts of
Thunderful Group AB (Publ) for the year 2023 with the exception of
the sustainability report on pages 22–29, the corporate governance
report on pages 54–61 and the remuneration report on pages 62–63.
The company’s annual report and consolidated accounts are
included on pag es 64–107 of this document.
In our opinion, the annual accounts have been prepared in accord –
ance with the Annual Accounts Act and present fairly, in all material
respects, the financial position of parent company as of 31 December
2023 and its financial performance and cash flow for the year then
ended in accordance with the Annual Accounts Act. The consolidated
accounts have been prepared in accordance with the Annual
Accounts Act and present fairly, in all material respects, the financial
position of the group as of 31 December 2023 and their financial per –
formance and cash flow for the year then ended in accordance with
International Financial Reporting Standards (IFRS), as adopted by the
EU, and the Annual Accounts Act. Our statements do not include the
sustainability report on pages 22–29, the corporate governance
report on pages 54–61 and the compensation report on pages 62–63.
The statutory administration report is consistent with the other parts
of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of shareholders
adopts the income statement and balance sheet for the parent com –
pany and the group.
Basis for Opinions
We conducted our audit in accordance with International Standards
on Auditing (ISA) and generally accepted auditing standards in Swe –
den. Our responsibilities under those standards are further described
in the Auditor’s Responsibilities section. We are independent of the
parent company and the group in accordance with professional eth –
ics for accountants in Sweden and have otherwise fulfilled our ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinions.
Other information
The audit of the annual accounts and consolidated accounts for the
financial year 2022 has been carried out by another auditor who sub –
mitted an audit report dated 26 April 2023 with unmodified state –
ments in Report on the annual report and the consolidated accounts.
Other Information than the annual accounts and
consolidated accounts
This document also contains other information than the annual
accounts and consolidated accounts and can be found on pages
1–53, 62–63 as well as 110. The Board of Directors and the Managing
Director are responsible for the other information.
T o the general meeting of the shareholders of Thunderful
Group AB (Publ), corporate identity number 559230-0445
Our opinion on the annual accounts and consolidated accounts does
not cover this other information and we do not express any form of
assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated
accounts, our responsibility is to read the information identified
above and consider whether the information is materially inconsistent
with the annual accounts and consolidated accounts. In this proce –
dure we also take into account our knowledge otherwise obtained in
the audit and assess whether the information otherwise appears to
be materially misstated.
If we, based on the work performed concerning this information, con –
clude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for
the preparation of the annual accounts and consolidated accounts
and that they give a fair presentation in accordance with the Annual
Accounts Act and, concerning the consolidated accounts, in accord –
ance with IFRS as adopted by the EU. The Board of Directors and the
Managing Director are also responsible for such internal control as
they determine is necessary to enable the preparation of annual
accounts and consolidated accounts that are free from material mis –
statement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The
Board of Directors and the Managing Director are responsible for the
assessment of the company’s and the group’s ability to continue as a
going concern. They disclose, as applicable, matters related to going
concern and using the going concern basis of accounting. The going
concern basis of accounting is however not applied if the Board of
Directors and the Managing Director intends to liquidate the com –
pany, to cease operations, or has no realistic alternative but to do so.
Auditor’s resp onsibility
Our objectives are to obtain reasonable assurance about whether the
annual accounts and consolidated accounts as a whole are free from
material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinions. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit con –
ducted in accordance with ISAs and generally accepted auditing
standards in Sweden will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are consid –
ered material if, individually or in the aggregate, they could reasona –
bly be expected to influence the economic decisions of users taken on
the basis of these annual accounts and consolidated accounts.
A further description of our responsibility for the audit of the annual
accounts and consolidated accounts is available on Revisorsinspek –
tionen’s website: www.revisorsinspektionen.se/revisornsansvar. This
description is part of the auditor´s report.
Auditor’s report
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Governance Remuneration Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
Report on other legal and regulatory requirements
Opinions
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the administration of the Board of
Directors and the Managing Director of Thunderful Group AB for the
year 2023 and the proposed appropriations of the company’s profit
or loss.
We recommend to the general meeting of shareholders that the profit
be appropriated in accordance with the proposal in the statutory
administration report and that the members of the Board of Directors
and the Managing Director be discharged from liability for the finan-
cial year.
Basis for Opinions
We conducted the audit in accordance with generally accepted
auditing standards in Sweden. Our responsibilities under those stand –
ards are further described in the Auditor’s Responsibilities section.
We are independent of the parent company and the group in accord –
ance with professional ethics for accountants in Sweden and have
otherwise fulfilled our ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the
Managing Director
The Board of Directors is responsible for the proposal for appropria –
tions of the company’s profit or loss. At the proposal of a dividend, this
includes an assessment of whether the dividend is justifiable consid –
ering the requirements which the company’s and the group’s type of
operations, size and risks place on the size of the parent company’s
and the group’s equity, consolidation requirements, liquidity and
position in general.
The Board of Directors is responsible for the company’s organization
and the administration of the company’s affairs. This includes among
other things continuous assessment of the company’s and the group’s
financial situation and ensuring that the company’s organization
is designed so that the accounting, management of assets and the
company’s financial affairs otherwise are controlled in a reassuring
manner. The Managing Director shall manage the ongoing adminis –
tration according to the Board of Directors’ guidelines and instruc –
tions and among other matters take measures that are necessary to
fulfill the company’s accounting in accordance with law and handle
the management of assets in a reassuring manner.
Audi tor’s respo nsibility
Our objective concerning the audit of the administration, and thereby
our opinion about discharge from liability, is to obtain audit evidence
to assess with a reasonable degree of assurance whether any mem –
ber of the Board of Directors or the Managing Director in any material
respect:
• has undertaken any action or been guilty of any omission which can
give rise to liability to the company, or
• in any other way has acted in contravention of the Companies Act,
the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of
the company’s profit or loss, and thereby our opinion about this, is to
assess with reasonable degree of assurance whether the proposal is
in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with generally
accepted auditing standards in Sweden will always detect actions
or omissions that can give rise to liability to the company, or that the
proposed appropriations of the company’s profit or loss are not in
accordance with the Companies Act.
A further description of our responsibility for the audit of the adminis –
tration is available on Revisorsinspektionen’s websitewww.revisorsins –
pektionen.se/revisornsansvar. This description is part of the auditor´s
report.
Gothenburg, May 24, 2024
Öhrlings PricewaterhouseCoopers AB
Nicklas Kullberg
Authorized Public Accountant
109
Thunderful Group | Annual Report 2023
Other Information
Financial Calendar
Annual General Meeting 2024 26 Ju ne 2024
Interim report Apr–Jun 2024 21 A ugust 2024
Interim report Jul–Sep 2024 14 N ovember 2024
Year-end report 2024 11 Fe b 2025
For more information
Further information about the Group is available on its website:
thunderfulgroup.com
Contact
Martin Walfisz, CEO
+46 705 37 19 10
martin@thunderfulgroup.com
Per Alnefelt, interim CFO
+46 727 17 02 17
per.alnefelt@thunderfulgroup.com
Certified adviser
FNCA Sweden AB is Thunderful Group’s certified advisor and can be
contacted at: info@fnca.se
Thunderful Group AB
Corporate identity number: 559230-0445
Kvarnbergsgatan 2
SE-411 05 Gothenburg, Sweden
www.thunderfulgroup.com
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Governance Remuneration
Financial
Statements Other
Information
Introduction
Thunderful as
an Investment
111
Thunderful Group | Annual Report 2023
Our vision is to be a
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