RNS Number : 3125S
Keywords Studios PLC
23 September 2014
 



23 September 2014

 

 

 

Keywords Studios plc ("Keywords Studios", "the Group")

 

Half year results for the 26 weeks to 30 June 2014

 

Keywords Studios, the international technical services provider to the global video games industry, today provides its half year results for the 26 weeks to 30 June 2014.

 

Operational overview:

·     First half financial performance in line with expectations

Group revenue, including the contribution of acquisitions increased to €14.3m (H1 2013: €7.2m)

·     Significant investment in the further development of the business:

Acquisitions of Liquid Violet (London) in January 2014; Babel Media (Montreal and New Delhi) in February 2014; and Binari Sonori (Milan and Los Angeles) in May 2014

€0.1m investment in new Singapore operation to support Electronic Arts as it moved from an insourced to an outsourced solution in  the region

Increased staff levels in most locations across the Group

·     Continued gains in market share

Recent titles worked on include Game of War: Fire Age, Watchdogs, Kim Kardashian: Hollywood, Assassins Creed, Minecraft and WildStar

New clients include Gumi, Carbine Studios and Sega

 

Financial overview:

·     Group revenue almost doubled compared to prior year, reflecting impact of acquisitions

·     Revenues from existing operations grew by 14%

·     Adjusted profit before tax* of €1.3m (H1 2013: €0.6m)

·     Statutory profit before tax of €0.04m (H1 2013: Loss of €0.2m)

·     Earnings per share of €(0.34c) (H1 2013: (0.87c))

·     Net cash of €9.6m (H1 2013: €3.1m)

·     9% increase in interim dividend to 0.36p per share (2013: 0.33p)

 

*Profit before tax before acquisition and integration expenses, IPO expenses, share option charges, amortisation of intangibles and foreign currency movements

 

Current Trading and Outlook

·     Many game titles targeting release windows during Q1 2015 when the installed bases of Xbox One and PlayStation 4 will have increased following Thanksgiving and Christmas

·     Keywords' activity expected to have a greater weighting towards the fourth quarter than in previous years in line with this year's games launch cycle

·     Full financial year profit outturn expected to be in line with analyst expectations based on anticipated activity levels in the final quarter

·     Continued new clients wins and increased market share

·     Selectively reviewing a strong acquisition pipeline

 

 

Andrew Day, Chief Executive of Keywords Studios, commented:

 

"We continue to execute our stated strategy of developing the leading, global technical services business for the video games market through organic growth and acquisitions, having grown our market share and considerably broadened our offering during the first half of the year. The video games market has reacted well to the

 

acquisitions we have made, we are pleased with the progress we have made in integrating those businesses and weare already seeing the benefits of a larger business with more balanced income streams.

 

"We have seen steadier production schedules through the first three quarters of the year than in previous years, with activity levels expected to have a greater weighting to the fourth quarter than a typical year as we support clients in preparation of anticipated console games title launches in the pre-Easter release window in 2015, rather than the traditionally favoured pre-Christmas and Thanksgiving period.

 

"The games market as a whole continues to develop strongly and, with the benefit of expected strong activity in the remainder of the year combined with anticipated incremental margin improvements in our recently acquired businesses, we expect the outturn for the full year to be in line with expectations as we continue to deliver on ourstrategy of growing organically, complemented by selective acquisitions."

 

 

 

For further information, please contact:

Keywords Studios (www.keywordsstudios.com)

Andrew Day, Chief Executive Officer

Andrew Lawton, Chief Financial Officer

+353 190 22 730

 

Numis (Financial Adviser)

Stuart Skinner / Kevin Cruickshank  (Nominated Adviser)

James Serjeant (Corporate Broker)

 

020 7260 1000

 

MHP Communications (Financial PR)

Katie Hunt / Vicky Watkins

 

020 3128 8100

 

 

Notes to Editors

 

Keywords Studios is an international technical services provider to the global video games industry. Established in 1998, and now with facilities in Dublin, Montreal, Seattle, Tokyo, Singapore, New Delhi, Rome, Milan, London and Seattle, it provides integrated localisation, testing and audio services across 40 languages and 14 games platforms to a blue chip client base in more than 15 countries.  It has a strong market position, providing services to 15 of the top 25 most prominent games companies, including Microsoft, Namco Bandai, Sony, Konami, Electronic Arts, 2K, and Square Enix.  Keywords Studios is listed on AIM, the London Stock Exchange regulated market (KWS.L).  For further information please visit: www.keywordsstudios.com

 

 

Report of Management

 

The first half of the financial year has seen the Group more than double in size and become a more balanced business as a result of the acquisitions we have made, whilst it has continued to deliver organic growth with revenues from existing operations having increased by 14% from the comparable period.

 

Overall, Group revenues almost doubled to €14.3m in the first half, including partial contributions from Liquid Violet, Babel Media and Binari Sonori since their acquisition in January 2014, February 2014 and May 2014 respectively. As previously stated, these acquisitions have historically achieved lower margins than Keywords, partly due to a different mix of services but also due to the more rigorous focus Keywords places on lean and agile operations.  We have made good progress with the integration of the acquisitions and anticipate the benefits of the roll out of Keywords' approach to operational efficiency to be realised incrementally over the course of their respective earn-out periods.

 

In addition to its first three acquisitions, Keywords Studios has invested in organic expansion during the period with the establishment of new Singapore operations to support the outsourcing requirements of Electronic Arts for South East Asia, and has continued to increase its market share and win new clients, including Gumi, Carbine Studios and Sega.

 

The Group typically experiences lower levels of activity in the first half of the year compared to the second half, with a seasonal peak in activity during its third quarter as publishers prepare games for launch in the pre-Christmas and Thanksgiving period.  This year we have seen steadier production schedules through the first three quarters of the year, with activity levels in the fourth quarter expected to be higher than in a typical year as many games publishers aim to launch console games in the pre-Easter release window in 2015 rather than the traditionally favoured pre-Christmas and Thanksgiving period.  Whilst this shift in the anticipated launch cycles has held back console-orientated activities in Keywords' testing and Binari's translation and audio service lines, we benefited from a strong performance in our functional QA business, which was significantly extended by the acquisition of Babel Media, in the first half.  Overall, we anticipate slightly slower console-related activities to be substantially offset by higher than normal levels of activity in the remaining months of 2014.

 

Results for the period

 

Last year Keywords Studios plc's prepared consolidated results for the 27 weeks to 8 July 2013, as it was at this date that Keywords Studio plc acquired Keywords International Limited following the Group's Admission to AIM. These results have been used for comparative purposes throughout the 2014 interim report.

 

Group revenues increased by 99% to €14.3m (H1 2013: €7.2m) during the period.  This increase was driven by a combination of continued growth of existing operations, which saw an increase in revenue of 14%, and the partial contributions of Liquid Violet, Babel Media Group and Binari Sonori since their respective acquisition dates.

 

In terms of Keywords' mix of activities, the most significant change has been the increase of Functional Testing services to €2.8m and 19% of sales (FY 2013: €0.2m and 2%). This is primarily due to the incorporation of Babel Media's sales.

 

The acquisitions have also decreased the Group's reliance on Localisation Testing which accounted for 39% of Group revenues during the first half (FY 2013: 58%). The service remains a strong line of business within Keywords, with sales having increased by 65% to €5.5m (H1 2013: €3.4m) including Babel Media's localisation testing revenues since its acquisition. This represents a robust performance given the delays to AAA console game launches which we will now be testing primarily in the second half of the year. As a result of this increase in activity, we expect Localisation Testing to account for a greater proportion of Group revenue in the second half of the year, particularly as we will also have the benefit from a full period contribution from Babel Media.

 

 

The Localisation activities have grown by 56% to €4.6m (H1 2013: €2.9m), including a small proportion of Babel's sales and just eight weeks of sales from Binari, and have remained a constant proportion of Group revenue (H1 2014: 32%,  FY 2013: 32%).  

 

Binari is a leader in the Audio services market place, which in conjunction with Liquid Violet, has played a role in the 112% increase in sales of Audio services to € 1.4m (H1 2013: €0.7m). As Binari is the larger business and they only joined the Group in May and January 2014 respectively, the impact on Audio services will be greater in the second half of the year, albeit that delays from a major client are holding Binari back from achieving its targets.

 

The acquisitions have greatly increased Keywords presence in North America with 45% of sales coming from our studios based in the US and Canada (FY 2013: 24%) which we anticipate will give us greater opportunity to increase our market share in this region. Similarly we have made gains, albeit more modest, from our Asian studios which now account for 12% of sales (FY 2013: 7%).

 

During the period, the gross profit margin was broadly stable at 30.8% (H1 2013: 30.6%) but was held back by the greater mix of relatively lower margin functional testing and lower margins from the new acquisitions.

 

Operating expenses increased in the first half of the year to €3.1m (H1 2013: €1.6m) reflecting the costs of the newly acquired entities and Singapore, albeit they were lower than the comparable period as a proportion of sales at 21.4% (H1 2013: 22.8%) as a result of the work which continues to be undertaken to integrate the new entities into the Group and reduce costs.

 

One-off costs of acquiring and integrating the newly acquired companies of €1.2m (H1 2013: nil) were incurred in the period.  Included in net finance costs are foreign exchange gains of €0.11m in the first half of the current year, which compared to a foreign exchange loss of €0.17m in H1 2013 represents a positive swing of €0.28m. This is primarily due to sterling strengthening against the euro which has partially been offset by the appreciation of the Euro against the Canadian Dollar.

 

Underlying profit before tax and acquisition-related costs, IPO expenses, share option charges, amortisation of intangibles and foreign currency movements for the first half of the current financial year was €1.3m (H1 2013: €0.6m).  After these items, the Group reported a profit before tax for the period of €0.04m (2013: loss before tax of €0.25m). 

 

The estimated tax in the period is €0.181m (H1 2013: €0.03m).  The tax is calculated for all of Keywords' entities, across all geographies which have generated profits during the period, after taking into account any tax losses brought forward is calculated.

 

As previously announced, the reduction of the multimedia tax credits in Quebec Province from 37.5% of the costs of qualifying labour to 30%, with effect from 4 June 2014, will directly affect profitability at our Montreal based studios. We will be increasing prices to compensate for this when client contracts allow for price changes, such that we expect the impact of the tax credit reduction to be offset in future years.

 

Basic and diluted earnings per share from continuing operations were €(0.34)c (2013: €(0.87)c). 

 

DIVIDENDS

 

The Board is pleased to announce a 9% increase in its interim dividend payment, in line with its progressive dividend policy subject to the retention of funds needed to fund future growth of the Group's business and its strategic aims.  The interim dividend of 0.36p per share will be paid on 21 October 2014 to shareholders on the register on 3 October 2014.  The interim dividend payment will absorb approximately £0.21m of cash resources.

 

 

 

Strategy

 

Our strategy is focussed on continuing to grow the Group organically, building on its existing expertise to further extend its technical services offering to the video games industry.  In addition, the Group plans to play a leading role in the consolidation of the highly fragmented video games services industry through selective acquisitions of complementary technical services businesses.  The Directors believe that there is clear opportunity for Keywords Studios to build on its existing relationships with many of the major video games companies by extending its services into original games content development and operational support services; expanding geographically, as clients require support; and by executing the full outsourcing of client localisation requirements.

 

We have made good progress during the period, in line with our strategy, undertaking three acquisitions which extend and strengthen our range of services and by gaining market share through adding to our strong, established client base. We are continuing to review a number of interesting acquisition opportunities that could further extend our range of services.

 

CURRENT TRADING AND OUTLOOK

 

We are pleased with the way in which our recent acquisitions are being integrated into the Group.  We have seen and executed upon opportunities to cross sell services as we are now able to offer our existing and potential clients wider choice with services within the Group differentiated by factors such as time zone, scalability, flexibility and price.  We are also starting to see the benefits of a more balanced business with a broader service mix and customer base.

 

Despite a slightly slower seasonal increase in activity in the third quarter than has been typical of our business, the remainder of the year is anticipated to be strong with the Group supporting many game titles where the anticipated release dates fall in the first three months of 2015.  We also expect the combination of the introduction of Keywords' operational efficiency to our recently acquired businesses as well as strengthened demand for our higher margin services in the second half to result in incremental improvements in the Group's gross margins.  As a result, we expect the outturn for the full year to be in line with expectations, albeit with a greater weighting towards the final quarter than in previous years. This is due in part to the rejuvenation of the console market with some developers refocusing on the console game sector and Microsoft and Sony actively soliciting independent games developers to develop titles for their new consoles. We welcome the launches during September of the Xbox One by Microsoft into 28 territories which were omitted from the initial launch in November 2013. In addition, the opening of the Chinese market to the sale of video game consoles for the first time is being watched with interest, with Microsoft planning to launch later this year while Sony has yet to confirm a launch window.  This anticipated proliferation of content and territories will serve us well as developers seek to maximise revenues by localising the games to attract larger audiences.

 

From the strength of our growing market position, we remain confident of making further progress in line with our stated strategy of growing organically and gaining market share, complemented by selective acquisitions to extend our market penetration and expand our range of services.

 

 

Interim consolidated statement of comprehensive income

 




Note



Revenues

4



Direct costs




Gross Profit


4,409,866

5,665,035

2,192,085






Other administrative expenses


(3,067,672)

(3,246,276)

(1,633,303)

Costs of IPO


-

(1,123,566)

(638,526)

Share option expense


(54,069)

(70,755)

-

Cost of Acquisitions and Integration


(1,175,351)

-

-

Amortisation of Intangible Asset


(150,711)

-

-

 

Total administrative expenses


 

(4,447,803)

 

(4,440,597)

 

(2,271,829)



_______

_______

_______

Operating (loss) / profit


(37,937)

1,224,438

(79,744)



Financing income

6

Financing cost

6



Profit/(Loss) before taxation


35,988

1,158,063

(247,887)



Tax expense

7





(Loss) / Profit for the period from continuing operations




Other comprehensive income:


Items to be reclassified to profit or loss in subsequent periods


Exchange gains/(losses) on translation of foreign operations






Total comprehensive (loss) / income for the year attributable to the owners of the parent


(123,787)

848,934

(248,033)





Earnings per share

9

Basic earnings per Ordinary share (Euro cent)


Diluted earnings per Ordinary share (Euro cent)


 

 

 

 

Interim consolidated Statement of Financial Position

 



Unaudited

as at

30 June 2014


Note

Non-current assets



Property, plant and equipment


2,057,619

Goodwill

11

11,979,548

Intangible Assets

12

2,808,578



_______



16,845,745




Current assets



Trade receivables


4,712,115

Other receivables


5,469,894

Cash and cash equivalents


9,550,633

Short Term investments


524,074



_______






20,256,716



_______




Total assets


37,102,461

18,818,403

7,852,427



_______




Equity



Share capital

10

551,146

Share Premium


24,209,555

Merger Reserve


(370,069)

Foreign Exchange Reserve


43,253

Share Option Reserve


124,824

Retained earnings


5,517,635



_______




Total equity


30,076,344



_______




Current liabilities



Trade payables


1,985,110

Other payables


4,989,083

Corporation Tax liabilities


51,924



_______






7,026,117



_______




Total equity and liabilities


37,102,461

18,818,403

7,852,427



_______

 

 

 

Condensed Consolidated Statement of changes in equity


Share capital

Share premium

Merger reserve

Foreign Exchange reserve

Share option reserve

Retained earnings

Total equity


















Balance at 1 January 2013 (audited)

188

-

-

(61,737)

-

6,072,372

6,010,823









Total comprehensive income for the period

-

-

-

28,964

-

(276,997)

(248,033)

Dividends paid






(624,516)

(624,516)

Shares issued

370,081






370,081

Merger Reserve arising on

Group reconstruction



(370,069)




(370,069)


_______

_______

_______

_______

_______

_______

_______









Balance at 8 July 2013 (unaudited)

370,269

-

(370,069)

(32,773)

-

5,170,859

5,138,286


_______

_______

_______

_______

_______

_______

_______

Total comprehensive income for the period

-

-

-

55,627

-

1,041,338

1,096,965

Share option expense

-

-

-

-

70,755

-

70,755

Dividends paid (Note 8)

-

-

-

-

-

(156,609)

(156,609)

Shares Issued (Note 11)

94,513

11,530,689

-

-

-

-

11,625,202

Share issuance cost capitalised

-

(281,052)

-

-

-

-

(281,052)

 

 









_______

_______

_______

_______

_______

_______

_______









Balance at 31 December 2013 (audited)

464,782

11,249,637

(370,069)

22,854

70,755

6,055,588

17,493,547


_______

_______

_______

_______

_______

_______

_______

Total comprehensive income for the period

-

-

-

20,399

-

(144,186)

(123,787)

Share option expense

-

-

-

-

54,069

-

54,069

Dividends approved (Note 8)

-

-

-

-

-

(393,767)

(393,767)

Shares Issued (Note 11)

86,364

12,959,918

-

-

-

-

13,046,282










_______

_______

_______

_______

_______

_______

_______









Balance at 30 June 2014 (unaudited)

551,146

24,209,555

(370,069)

43,253

124,824

5,517,635

30,076,344


_______

_______

_______

_______

_______

_______

_______

 

 

 

 

Interim consolidated statement of cash flows

 


Notes

Unaudited

26 weeks ended

30 June 2014



Cash flows from operating activities



(Loss)/Profit after tax from continuing operations


(144,186)




Adjustments to reconcile net income to net cash provided by operating activities (see below)


(2,736,389)

Income taxes (paid)/refunded


(177,540)



_______




Net cash provided by operating activities


(3,058,115)

2,286,287

(387,503)



_______

Cash flows from investing activities



Acquisition of subsidiaries net of cash acquired

13

(6,603,062)

Acquisition of property, plant and equipment       


(412,335)

Acquisition of short term investments


(5,568)

Interest received


26,574



_______




Net cash used in investing activities


(6,994,391)

(347,276)

(252,998)



_______

Cash flows from financing activities


 

 




Repayment of borrowings in acquired company


(2,996,110)

Dividends paid


-

Shares issued

10

7,341,700

Share issuance expenses


-

Interest paid


(13,020)



_________




Net cash used in financing activities


4,332,570

9,439,469

(624,504)



_______




(Decrease) / Increase in cash and cash equivalents


(5,719,936)




Cash and cash equivalents at beginning of the period


15,270,569



_______




Cash and cash equivalents at end of period


9,550,633

15,270,569

3,132,669



_______




 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities




Income and expenses not affecting operating cash flows


Depreciation

Intangibles amortisation

Income tax expense

Share option expense

Foreign currency revaluation of fixed assets

Interest received

Share issuance costs

Interest Paid


Changes in operating assets and liabilities

(Increase) in trade receivables

(Increase) in other receivables

Increase in trade and other payables

Increase / (Decrease) in foreign exchange reserve





 

 

 

Notes to the financial information

 

 

1

Basis of preparation

 

The Group was formed on 8 July 2013 when Keywords Studios Plc (formerly Keywords Studios Limited) acquired the entire share capital of Keywords International Limited through the issue of 31,901,332 ordinary shares. 

 

The acquisition of Keywords International Limited is deemed to be a 'combination under common control' as ultimate control before and after the acquisition was the same.  As a result, these transactions are outside the scope of IFRS 3 "Business combinations" and have been accounted for under the principles of merger accounting as set out under UK GAAP. 

 

Keywords Studios Limited was incorporated on 29 May 2013.  Accordingly, although the units which comprise the Group did not form a legal group for the entire period, the current period comprises the results and balances of the subsidiary companies and the Company as if the Group had been in existence throughout the entire period and comparative results and balances comprise the consolidated results and balances of Keywords International Limited. 

 

The interim financial statements were approved by the Board of Directors on 16 September 2014.  The interim results for the 26 weeks ended 30 June, 2014 and the 27 weeks ended 8 July 2013 are neither audited nor reviewed by our auditors and the accounts in this interim report do not therefore constitute statutory accounts in accordance with Section 434 of the Companies Act 2006.  They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of Keywords Studios plc for the year ended 31 December 2013.

 

The consolidated statutory accounts of Keywords Studios for the year ended 31 December 2013 have been filed with the Companies House.  The report of the auditors on those accounts was unqualified, did not contain any statements under s.498 (2) or (3) of the Companies Act 2006 and did not contain any matters to which the auditors drew attention without qualifying their report.

 

The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as were applied in the Keywords Studio plc latest annual audited financial statements.

 

The financial information has been prepared in accordance with recognition and measurement requirements of International Financial Reporting Standards, International Accounting Standards and interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs").  In the current year the Group has adopted all of the new and revised standards and interpretations issued by the IASB and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, as they have been adopted by the European Union, that are relevant to its operations and effective for accounting periods beginning on 1 January 2012.

 

 

2.     Significant accounting policies

 

There have been no changes to the accounting policies detailed in the 2013 Annual Report. Over the period covered by the Interim Report the company has acquired new companies, resulting in the creation of both Intangible Assets and Goodwill. The accounting policies relating to Intangible Assets and Goodwill are detailed below.

 

Goodwill

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceeds the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.

 

Intangible Assets

Intangible assets, separately identified from goodwill acquired as part of a business combination, are initially stated at fair value. The fair value attributed is determined by discounting the expected future cashflow to be generated from the asset at the risk adjusted average weighted cost of capital appropriate to the intangible asset. The assets are estimated over their useful life which presently is 5 years starting from date the asset was capitalised.

                                                                                                                                     

 

 

 

                                                                                                                                     

 

3

Use of estimates and judgements

 

There has been no material revisions to the nature and amount of changes in estimates of amounts reported in the annual financial statements 2013 for Keywords International Limited

 

 

4

Segmental analysis

 

Management considers that the Group's activity as a single source supplier of Localisation and Localisation Testing Services constitutes one operating and reporting segment, as defined under IFRS 8. 

 

Management review the performance of the Group by reference to group-wide profit measures and the revenues derived from four main service groupings:

 

·..... Localisation - Localisation services relate to translation and cultural adaptation of in-game text and audio scripts across multiple game platforms and genres.

·..... Localisation Testing - Localisation Testing involves testing the linguistic correctness and cultural acceptability of computer games.

·..... Audio - Audio Services relate to the audio production process for computer games and includes script translation, actor selection and talent management through pre-production, audio direction, recording, and post-production, including native language QA.

·..... Functional Testing - Functional Testing relates to quality assurance services provided to game producers to ensure games function as required.

There is no allocation of operating expenses, profit measures, assets and liabilities to individual product groupings.  Accordingly the disclosures below are provided on an entity-wide basis.

 

The activity is reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.  The chief operating decision maker has been identified as the executive management team made up of the Chief Executive Officer and the Finance Director.

 

 

Revenue by line of business



Localisation Testing

Localisation

Audio

Functional Testing



 

 

 

 

Geographical Analysis of Revenues by Jurisdiction

 

Analysis by geographical regions is made according to the Group's operational jurisdictions.  This does not reflect the region of the Group's customers, whose locations are worldwide.

 



Ireland

Japan

Italy

Canada

United States

India

Singapore

United Kingdom



Total Revenues


 

 

 

 

Geographical Analysis of Non-current assets from Continuing Businesses

 




Ireland

Canada

Italy

Japan

United States

India

Singapore

United Kingdom





 

 

 

5

Seasonal Business

 

 

The video games industry, and in particular the console sector of the games industry, is heavily dependent on sales of new releases of games and consoles during the traditional holiday season, including the run up to Thanksgiving in the United States and Christmas in other parts of the world.  As with all other service providers to the video games industry, Keywords Group typically experiences significantly higher activity as part of this release cycle during the six months from June to November.  This activity drives increased revenues in that period and generates higher Gross Profit margins compared with the other six months.                                                                                                      

 

 

Revenue for the 52 weeks ended 30th June 2014 totalled €23,719,492 (2013: 53 weeks €15,099,181) and Gross Profit of €7,782,555 (2013: 53 weeks €4,586,817).

 

Please note that within the last 6 months to June 30th, 2014, Keyword's Group has acquired 3 new entities which are also included in the results above.

 

 

 

 

6.     Financing income and costs

 

.

 

 

 

 



Audited

52 weeks ended

31 December 2013


Unaudited

27 weeks ended

8 July 2013











Finance Income






Interest Received



59,335


24,022

Foreign exchange gains


112,099


-


-











59,335


24,022

Finance Cost






Bank charges



(24,703)


(17,831)

Interest expense



-


-

Foreign exchange losses


-


(101,007)


(174,334)










(64,748)


(125,710)


(192,165)








Net financing/(expense)/income


73,925


(66,375)


(168,143)








 

 

7

Taxation

 

 

The tax charge for the period is € 180,174 (2013 H1; € 29,110).

 

The tax is calculated for all of the Keyword's entities, across all geographies, which have generated profits during the period after taking into account any tax losses brought forward. A number of entities within the group have incurred losses during the period, on which no tax refund has been assumed. No tax deferred tax assets have been recognised relating to tax losses carried forward.

 

 

 

8

Dividends

 

 


Unaudited

26 weeks ended

   30 June 2014

Audited

52 weeks ended

31 December  2013

Unaudited

27 weeks ended

8 July  2013


Per share

Euro cent


Total


Per share

Euro cent


Total


Per share

Euro cent


Total













Interim

-


-


842.00


124,518


842.00


124,516

Final

0.84


393,767


3,379.00


500,000


3,379.00


500,000

Interim

-


-


          0.39


156,609


-


-













Dividends approved  /paid  to shareholders

0.84


393,767


4,221.39


781,127


42.21


624,516













 

In May 2013, Keywords International Limited distributed €8.42 per share, based on the shares in issue at that time, or €124,516 in total, as a special dividend for 2011.

 

In June 2013, Keywords International Limited distributed €33.79 per share, based on the shares in issue at that time, or €500,000 in total, as a final dividend for 2012.

 

In October 2013, Keywords International plc distributed its maiden dividend of £0.33p/€0.39 per share, based on the shares in issue at that time, or €156,609 in total, as an interim dividend for 2013.

 

In June 2014, Keywords International Limited approved a dividend of €0.84 per share, based on the shares in issue at that time, or €393,767 in total, as a final dividend for 2013. The dividend was paid in July 2014.

 

 

 

The directors' recommend an interim dividend of £0.36 in respect of the financial year ended 31 December 2014 to the shareholders who are on the register at 3 October 2014.  The dividend is not reflected in the financial statements as it does not represent a liability at 30 June 2014.  The interim dividend will reduce shareholders' funds by an estimated €211,576.

 

 

 

9

Earnings per share

 


Audited

52 weeks ended

31 December 2013

Unaudited

27 weeks ended

8 July 2013


Euro cent

Euro cent





Basic

2.14

(0.87)

Diluted

2.12

(0.87)

 


Unaudited

52 weeks ended

31 December 2013

Unaudited

27 weeks ended

8 July 2013


(Loss)/Profit for the period from continuing operations

764,343

(276,997)


_______

_______

 





Number

Number

Denominator - basic



Weighted average number of equity shares

35,778,042

31,902,332

Diluted

36,062,393

31,902,332


_______

_______

 

 

 

Diluted earnings per share

 

This has not been disclosed as it is anti-dilutive.

 

10

Share Capital

 


Shares




At 1 January 2013

14,797

188




Ordinary Shares of £0.01 each issued on incorporation

1,000

12




Ordinary Shares of £0.01 each issued on -reconstruction

31,901,332

370,257

Ordinary Shares of €0.012697 each eliminated on reconstruction

(14,797)

(188)


________

________




As at 8 July 2013

31,902,332

370,269




Ordinary Shares of £ £0.01 each issued on floatation

8,130,081

94,513


________

________




As at 31 December 2013

40,032,413

464,782




Ordinary Shares of  £0.01 issued on acquisition of Babel Media Limited

1,516,944

18,525




Ordinary Shares of  £0.01 issued on acquisition of Binari Sonori S.R.L

1,555,650

18,895




Placing of ordinary Shares of  £0.01 on the market

4,000,000

48,944


_______

_______




As at 30 June 2014

47,105,007

551,146


_______

_______




 

On 17 February the group issued 1,516,944 of 1p shares which formed part of the consideration for the acquisition of Babel Media Limited.

 

On 9 May the group issued 1,555,650 of 1p shares which formed part of the consideration for the acquisition of Binari Sonori S.R.L.

 

On 9 May the group placed 4,000,000 of 1p shares into the market at a value of £1.50 per share.

 

 

 

11

Goodwill

 


 

Babel Media Ltd


 

Binari Sonori Srl


 

Liquid

Violet

Limited


 

 

Total





Cost and net book value

 








At 31 December 2013

-


-


-

 


-









Recognised on acquisition of a subsidiary

4,217,215


6,825,487


936,846


11,979,548

















As at 30 June 2014

4,217,215


6,825,487


936,846


11,979,548

 

 

During the period goodwill arose on the acquisition of Liquid Violet Ltd, Babel Media Group Ltd and Binari Sonori S.R.L.

 

The goodwill will be tested for impairment on an annual basis. The impairment test will be performed as part of the year end process and any adjustment required reported in the Annual report.

 

 

 

 

12

 

 

Other intangible assets

 

 

Customer relationship

 

Babel Media Ltd


 

Binari Sonori Srl


 

Liquid

Violet

Limited


 

 

Total













Cost







At 31 December 2013

-


-


-









Additions

964,286


1,791,220


203,783


















As at 30 June 2014

964,286


1,791,220


203,783


2,959,288
















Amortisation







At 31 December 2013

-


-


-









Amortisation charge

72,322


59,709


18,680


















As at 30 June 2014

72,322


59,709


18,680


150,711
















Carrying amount







At 30 June 2014

891,964


1,731,511


185,103


2,808,578









At 31 December 2013

-


-


-


-
















Customer relationships are amortised over 5 years from the point of acquisition on a straight line basis.

 

 

 

 

13

 

Acquisition of Subsidiary

 

Acquisitions during the period

 

During the period KWS Group acquired 3 companies; Liquid Violet Limited, Babel Media Ltd and Binari Sonori S.R.L.

 

 

Liquid Violet Limited

On 15th January, the group acquired 100% of the issued share capital of Liquid Violet Limited ("Liquid Violet"), obtaining control of Liquid Violet.  The principal activity of Liquid Violet is the provision of video games voice production services.  Liquid violet was acquired to strengthen the Group's offering of audio services and to extend the service offering to new customers and to new geographies.

 

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below.

 





Financial assets


Property, plant and equipment


Identifiable intangible assets - customer relationship


Trade and other receivables


Cash and cash equivalents


Trade and other payables





Total identifiable assets


208,377



Goodwill


936,846



1,145,223

Total consideration





Satisfied by:


Cash


Deferred consideration





Total consideration transferred


1,145,223




Net cash outflow arising on acquisition


Cash consideration


Less: cash and cash equivalent balances transferred


(95,160)



266,199




 

The intangibles assets are to be amortised over their estimated useful lives of 5 years. The book value of Trade and other receivables acquired was € 58,820 and a fair value adjustment of € 37,684 has subsequently been made.

 

The main factors leading to recognition of goodwill on the acquisition of Liquid Violet are the presence of certain intangible assets in the acquired entity which do not value for separate recognition such as the expertise in sound recording, reputation within the industry, and, an unidentified proportion representing the balance contributing to profit generation.

 

The sale purchase agreement includes a provision for an earn out which is based on Profit after tax over the next 2 years. The earn out amount is shown as deferred consideration and is calculated from management's best estimates based on the available information. The maximum value of the deferred consideration is € 1,565,890.  

 

Liquid Violet contributed € 181,235 revenue (including €2,827 of intercompany sales subsequently billed onwards) and €51,772 profit before tax to the Group between the date of acquisition and the balance sheet date. If the acquisition had been completed on the first day of the financial year, revenue of €190,482 would have been contributed to the Group (including intercompany sales) and €8,708 profit before tax before taking into account fair value adjustments of €37,684.

 

 

Acquisition costs of € 39,324 have been charged through the Comprehensive Income Statement.

 

 

 

 

 

        Babel Media Limited

On 17th February, the group acquired 100% of the issued share capital of Babel Media Limited ("Babel Media"), obtaining control of Babel Media.  The principal activity of Babel Media is the provisioning of technical services for the video games publishers and developers. Babel Media was acquired as it is one of the most recognised brands in the industry and has key strengths in localisation testing, functional testing and translation which will complement and enhance the Keyword's Group offering to the industry.

 

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below.

 





Financial assets


Property, plant and equipment


Identifiable intangible assets - customer relationship


Trade and other receivable


Cash and cash equivalents


Trade and other payables


Short term loan


Long term loan





Total identifiable assets


(1,512,633)



Goodwill





Total consideration


2,704,582




Satisfied by:




Equity instruments (1,516,944 shares of parent company)





Total consideration transferred


2,704,582




Net cash outflow arising on acquisition


Cash consideration


Less: cash and cash equivalent balances transferred







(857,804)




 

The intangibles assets are to be amortised over their estimated useful lives of 5 years. The book value of Trade and other receivables acquired was € 2,721,336 and a fair value adjustment of € 305,905 has subsequently been made.

 

       

The main factors leading to recognition of goodwill on the acquisition of Babel Media are the presence of certain intangible assets in the acquired entity which do not value for separate recognition such as the expertise in provision of technical services, reputation within the industry, cost synergies with the Keywords Group, and, an unidentified proportion representing the balance contributing to profit generation.

 

Babel Media contributed €4,618,478 revenue (including €114,256 of intercompany sales subsequently billed onwards) and €579,664 profit before tax to the Group before integration costs of € 823,790, between the date of acquisition and the balance sheet date. If the acquisition had been completed on the first day of the financial year, revenue of € 5,845,967 would have been contributed to the group (including intercompany sales) and € 529,953 profit before tax. This profit excludes acquisition and integration costs of € 823,790 and fair value adjustments of €504,308 which have been charged against the profit.

 

Acquisition costs of € 123,906 and integration costs of € 854,958 have been charged through the Comprehensive Income Statement.

 

 

 

Binari Sonori S. R. L.

On 8th May, the group acquired 100% of the issued share capital of Binari Sonori S. R. L. ( "Binari Sonori" )for a cash consideration of € 8,622,409 and consideration of € 3,000,000 in KWS Group shares, obtaining control of

 

Binari Sonori.  The principal activity of Binari is the provision of outsourced voice-over and translation services to the international video games market. Binari Sonori was acquired to strengthen the Group's audio services and translation services business and to extend the Group's client base.

 

The amounts recognised in respect of the identifiable assets acquired, liabilities assumed, purchase consideration and goodwill are set out in the table below.

 





Financial assets


Property, plant and equipment


Identifiable intangible assets - customer relationship


Trade and other receivable


Cash and cash equivalents


Trade and other payables





Total identifiable assets


4,796,922



Goodwill


6,825,487



11,622,409

Total consideration





Satisfied by:


Cash


Equity instruments (1,555,650 shares of parent company)





Total consideration transferred


11,622,409




Net cash outflow arising on acquisition


Cash consideration


Less: cash and cash equivalent balances transferred


(3,143,350)



5,479,059




 

The intangibles assets are to be amortised over their estimated useful lives of 5 years.

 

The main factors leading to recognition of goodwill on the acquisition of Binari Sonori are the presence of certain intangible assets in the acquired entity which do not value for separate recognition such as the expertise in sound recording, reputation within the industry, and, an unidentified proportion representing the balance contributing to profit generation.

 

The sale purchase agreement includes a provision for an earn out which based on Profit after tax over the next 2 years. Management does not believe that any deferred consideration is required to be provided for.as the Profit after tax targets will not be met based on management's best estimates calculated from the available information. The maximum value of the deferred consideration per the contract is €3,600,000.  

 

Binari Sinori S.R.L contributed € 1,492,125 revenue (including €24,056 of intercompany sales subsequently billed onwards) and €166,682 profit before tax to the Group between the date of acquisition and the balance sheet date before acquisition costs of €1,751. If the acquisition had been completed on the first day of the financial year, revenue of €2,187,198 (including intercompany sales) and €217,871 loss before tax would have been added to the group before fair value adjustments of € 170,991.

 

Acquisition costs of € 156,917 have been charged through the Comprehensive Income Statement.

 

 

 

14

Post balance sheet events

 

There are no significant events post the balance sheet date.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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