Keywords Studios PLC (“Keywords Studios”, “the Group”)
Full year results for the year to 31 December 2019
A year of strong growth and further investment in a diversified platform
Keywords Studios, the international technical and creative services provider to the global video
games industry, today announces its full year results for the year to 31 December 2019.
Financial overview:

2019

2018

% change

Group revenue
Organic Revenue growth1€326.5m+15.5%€250.8m+10.1%+30.2%

Adjusted EBITDA (pre IFRS 16)
Adjusted EBITDA margin
EBITDA2€49.5m15.2%€43.4m€43.7m17.4%€34.3m+13.2%

Adjusted profit before tax3
Profit before tax€40.9m
€17.4m€37.9m€22.1m

+7.9%-21.4%

Adjusted earnings per share4
Earnings per share

48.78c15.23c45.50c23.16c+7.2%-34.2%

Total dividend per share

0.58p

1.61p

-64%

Adjusted cash conversion rate5

79.0%

81.9%

Net debt€17.9m€0.4m

Results for the year ended 31 December+26.4%

Highlights:
Strong revenue growth (+30.2% to €326.5m) in a relatively light year for video gamereleases, complemented by acquisitions

15.5% Organic Revenue growth (2018: 10.1%) driven by particularly strong progress inFunctional Testing and Game Development
Completed 8 high quality acquisitions in the period: Sunny Side Up, GetSocial, Wizcorp, Descriptive Video Works, TV+SYNCHRON, Ichi,
Syllabes and Kantan
 Strengthened our services, particularly in Game Development, Marketing and Audio
services Added proprietary, cutting edge machine translation and crowd sourcing technology to
Localization

Continued investment in the platform to ensure ongoing growth opportunities are fully
capturedSignificant expansion of the Group’s facilities in Montreal, Katowice, Manila, Brighton,
Mexico City, Tokyo, Sao Paulo and New Delhi, as well as establishing a new presence inLeamington Spa

Over 1,400 new workstations added in 2019, representing a c.25% increase in our capacity

Margin was held back in 2019 but is expected to increase incrementally towards historic
norms in 2021, following near-term COVID-19 disruption

An underperforming fixed price contract brought in through acquisition concluded at the endof 2019, with a good client relationship maintained
Investment in operating costs and expansion to be leveraged following COVID-19
disruption

Adjusted cash conversion broadly maintained

Adjusted cash conversion rate of 79.0% in line with prior year (2018: 81.9%)€6m increase in tax credit accruals due to strong growth in Canada and the UK
Increased capital and operational expenditure to support growth

Robust capital structure and liquidityStrong balance sheet with net debt 0.4x EBITDA at 31 December 2019. Net debt increasedto €17.9m (2018: €0.4m), after €31.6m spend on M&A and acquisition and integration costs€82m of funds available as at 31 December 2019 from cash balances and undrawn
committed facilities under the Group’s Revolving Credit Facility (RCF)
In final stages of exercising the RCF accordion which would provide a further €30m ofcommitted facilities

Current trading, COVID-19 update and outlook
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Entered the year with strong growth tailwinds, with the industry expecting the launch of a
new generation of games consoles and the further development of new streaming platforms
Structural drivers of growth across the video games market remain, including the ongoing
trend towards external development, while increased game playing due to COVID-19
related isolation measures is driving continued demand for game development services
Trading in 2020 started in line with market expectations for the full year; only limited impact
from COVID-19 seen in the first two months at our 5 China based studios
We have since moved over 5,500 people to work from home arrangements which, following
some short-term disruption, is working well
In discussion with remaining clients to move more production staff to this model, particularly
in testing where we hope to reduce the number of people currently in furlough
arrangements
Providing seven service lines from 59 studios across 21 countries provides some resiliencefor our clients to the varying cycles of the virus in different locations
Seeing increased demand for many of our services, as clients look for support during thischallenging time and reappraise their production arrangements
As it remains difficult to foresee the impact on our clients and the threats and opportunities
that may arise, it is inappropriate to provide guidance for FY20 at this time
Despite the Group’s resilient financial position and the modest size of the dividend, theBoard believes it would be inappropriate to recommend a final dividend in the current
circumstances
In addition, Andrew Day (CEO) and Jon Hauck (CFO) have volunteered to take a 20%
reduction in pay, which will be kept under review as the situation evolves. Further to this,the Non-Executive Directors and a number of other executives, have agreed to takevoluntary pay reductions



Following the near-term disruption, the Group is well placed, with a strengthened anddiversified business and stronger client relationships, to deliver on pent-up client demand
and to incrementally return margins to historic norms

Andrew Day, Chief Executive of Keywords Studios, commented:“2019 was a year of strong growth as we continued to build our platform to become the ‘go to’ service
provider to the video games industry which, in turn, enabled us to take advantage of the accelerating
trend towards external development in the industry.
“Some of our service lines felt the effects in 2019 of a light games release schedule at the tail end of
the existing console cycle. 2020 is expected to see stronger demand from a fuller release schedule
as a result of the launch of a new generation of games consoles, in addition to the further
development of new streaming platforms, content demands for virtual and augmented reality, andthe underlying drivers of growth across the video games market.
“Whilst we are seeing some operational disruption to the provision of our services due to the COVID19 pandemic, with some of our service lines and locations affected more than others, the underlying
drivers of growth across the video games market remain intact. It has also been encouraging to see
our clients turning to us for support in these difficult times and our teams responding with extreme
agility to support them, whilst rapidly implementing our own contingency plans.
“There will be some further challenges ahead, but we are well financed, with a global footprint, a
unique position in a resilient market and a strong team to manage the business through these
unprecedented times. We are, therefore, confident that the Group is well placed to emerge in arobust position in order to deliver on the pent-up demand across its client base when the operating
environment normalizes.”
A presentation of the full year results will be made to analysts later this morning via a live webcast
and conference call. To register for access, please contact Charles Hirst or Isabella Grace at MHP
Communications on +44 7595 461 231 / +44 7860 821978 or email keywords@mhpc.com.
The Group reports certain alternative performance measures (APMs) to present the financial performance of thebusiness which are not GAAP measures as defined by International Financial Reporting Standards (IFRS). Management
believes these measures provide valuable additional information for the users of the financial information to understandthe underlying trading performance of the business. In particular, adjusted profit measures are used to provide the usersof the accounts a clear understanding of the underlying profitability of the business over time. For full definitions andexplanations of these measures and a reconciliation to the most directly referenceable IFRS line item, please refer tothe APMs section at end of the statement.
1

2

3

4

5

Organic revenue at constant exchange rates is calculated by adjusting the prior year revenues, adding pre-acquisition
revenues for the corresponding period of ownership, and applying the 2018 foreign exchange rates in both years
EBITDA comprises Operating profit, adjusted for amortisation of intangible assets €7.3m (2018: €6.9m) and depreciation€7.3m (2018: €5.3m), while deducting the share of profit from associates €nil (2018 €0.1m) and bank charges €0.6m(2018: €0.5m). Adjusted EBITDA is also before costs of acquisition and integration €4.3m (2018: €5.3m), share option
expense €9.8m (2018: €4.1m) and non-controlling interests €0.1m (2018: €nil)
Adjusted profit before tax comprises, Profit before tax adjusted for costs of acquisition and integration €4.3m (2018:€5.3m), share option expense €9.8m (2018: €4.1m), amortisation of intangible assets €7.3m (2018: €6.9m), noncontrolling interest €0.1m (2018: €nil), foreign exchange (gain) / loss €1.7m (2018: gain of €0.8m) and unwinding of
discounted liabilities on deferred consideration €0.3m (2018: €0.3m)
Adjusted earnings per share, being the adjusted profit after tax divided by the non-diluted weighted average number of
equity shares as reported. The adjusted profit after tax comprises the adjusted profit before tax, adjusted for tax expense€7.5m (2018: €7.2m) and deducting the tax arising on the bridging items to the adjusted profit before tax €1.7m (2018:€1.4m as restated to take into account the tax impact)
The adjusted cash conversion rate has been calculated, as the adjusted free cash flow expressed as a percentage of theadjusted profit before tax.

For further information, please contact:
Keywords Studios (www.keywordsstudios.com)+353 190 22 730

Andrew Day, Chief Executive Officer
Jon Hauck, Chief Financial Officer
Joseph Quinn, Investor Relations
Numis (Financial Adviser)
Stuart Skinner/Kevin Cruickshank (NominatedAdviser)James Black/Will Baunton (Corporate Broker)
MHP Communications (Financial PR)
Katie Hunt/James Midmer/Charles Hirst

020 7260 1000

020 3128 8100
keywords@mhpc.com

About Keywords Studios (www.keywordsstudios.com)
Keywords Studios is an international technical services provider to the global video games industry.
Established in 1998, and now with 59 facilities in 21 countries strategically located in Asia, the Americas andEurope, it provides integrated art creation, marketing services, software engineering, testing, localization,
audio and customer care services across more than 50 languages and 16 games platforms to a blue-chipclient base of over 950 clients across the globe.
Keywords Studios has a strong market position, providing services to 23 of the top 25 most prominent games
companies, including Activision Blizzard, Bandai Namco, Bethesda, Electronic Arts, Konami, Microsoft, Riot
Games, Square Enix, Supercell, TakeTwo, Epic Games and Ubisoft. Recent titles worked on include Call of
Duty: Black Ops 4, Mortal Combat X, Assassin's Creed Odyssey, Borderlands 3, League of Legends, Fortnite,
Clash Royale and Rainbow Six Siege. Keywords Studios is listed on AIM, the London Stock Exchange
regulated market (KWS.L).

Chairman's Statement 2019
A year of strong delivery with a few growth pains
Keywords has delivered another year of strong growth in 2019, at the temporary expense of lower
margins, as it continued to deliver against the ambitious plan it set out at the time of its IPO in July
2013.
Since that time, the video games market has grown significantly, with more users, games, platforms
and expanded content, revealing further opportunities for our services which are agnostic to thesuccess of a specific platform or game. As outsourcing has accelerated to support this expansionof content, so too has the breadth of services required by our customers, most recently taking us
into co-development and marketing services. Indeed, looking back over the years, there has been
an impressive track record of consistency of message and over-achievement assisted in no small
measure by the extent to which we continually find opportunities to integrate ourselves into themultifarious facets of the video games industry.
Our CEO, Andrew Day’s report shows how relentlessly the Group has been growing whilst alsobuilding the support infrastructure necessary to manage what is now becoming a very substantial
business.
2019's accelerated growth brought with it a higher level of operational expenditure and, having
identified a number of opportunities to improve the way we manage such rapid growth, we have put
measures in place to deliver both revenue growth and improving margins following the near-term
disruption from COVID-19.
PeopleKeywords has become a significant force in the industry, having grown from just over 200 people at
IPO to over 7,400 full time equivalent employees (FTEs) at the year end. Managing, training,
recruiting and motivating such a large group which is diverse in every dimension is a major
undertaking and whilst our regular staff surveys highlight ways in which we need to improve, we arealso getting a great deal right - our aspiration is to make all employees proud to be part of Keywords,
embrace our culture and to be highly motivated to help continue the Group's success. Those people
who have joined the Group through acquisition notice and appreciate the additional opportunities
that Keywords offers.
I would like to commend all Keywordians for their tireless contributions as they "go the extra mile"
every day for our customers and help us to continue to deliver Keywords’ remarkable success story,
particularly as many have rapidly changed their ways of working to support the global efforts tocontrol the spread of COVID-19.
Board
As previously announced, David Broderick stood down from his role as Chief Financial Officer in
October 2019 for personal reasons and, on behalf of the Board, I would like to reiterate our thanks
for his contribution to Keywords over the last three years.
Jon Hauck was appointed Chief Financial Officer in October 2019, having previously been Group
Financial Controller and Treasurer at FTSE 100 business services group, Rentokil Initial Plc, where
he gained highly relevant experience given Rentokil’s operations across 73 countries world-wide
and its active M&A programme. Jon has already made a very positive impact.
Responsible business
The Board is very mindful of the recent focus on Environmental, Social and Governance (ESG) and
we are committed to building a sustainable business for the long term that positively contributes tosociety and the environment; our focus on this will be backed up by incentives and financial
assistance to ensure such social initiatives flourish. To fulfil this aim and as part of our commitment
to being a responsible business, the Board has appointed Jon Hauck, Chief Financial Officer, tooversee this area.
The Board was particularly proud to see, on visits to several of the Group’s studios in 2019, thenumber of social and environmental initiatives in place locally which benefit the local communities
and wider charitable causes.
COVID-19 overview, current trading and outlook
The impact on the business from COVID-19 was limited to our Chinese operations in the first twomonths of the year but we have since experienced further disruption across the business.
Our first priority during this period is the health and wellbeing of our people and, drawing on our
experiences of territories that are further progressed in dealing with the crisis, in many cases wewere able to implement safeguarding measures ahead of local authorities’ health and safety
recommendations across the 21 countries in which we are located.
This has enabled us to both keep our people safe and deliver business continuity across our service
lines, and as part of this we have so far converted over 5,500 people to work from homearrangements.
Operating within the global video games market and with seven service lines delivered from 59
studios across 21 countries, coupled with our ability to deliver the majority of our services throughwork from home arrangements, means we are able to offer clients a high degree of resilience to thevarying cycles of the spread of the virus in different locations. However, the situation is changing
rapidly, and it is difficult to foresee the impact on our clients and the further threats and opportunities
that may await us. As such, the Board does not believe it is prudent to provide guidance on thepotential full year outcome for FY20 at this time.
The Group has a strong balance sheet with net debt (excluding IFRS 16 leases) as at 31 December
2019 of €17.9m, representing a net debt to Adjusted EBITDA ratio of 0.4x. The business has goodliquidity with cash and undrawn committed facilities under the €100m revolving credit facility (RCF)of €82m as at the end of December. In addition, as a precautionary measure we are in final stagesof exercising the accordion feature under the RCF which would provide a further €30m of committed
facilities. Resilience testing has demonstrated the business is capable of operating in a work fromhome model for a prolonged period and remain comfortably compliant with bank covenant
thresholds.
Given the current environment, the Group has taken steps to preserve cash by a close focus on
costs and eliminating discretionary expenditure, reducing working capital and delaying certain
capital projects.
Overall, the resilience of the video games industry to economic downturns and the continued strong
demand for the Group’s services from its clients, combined with the Group’s flexible cost base,geographical diversification, broad range of services, financial strength and repeat revenues, whichhave consistently been at approximately 80% year on year, from long standing client relationships,
provide the Group with the resilience to trade through this uncertain period and emerge in a strong
position.
A more detailed assessment of the potential impacts and opportunities resulting from COVID-19,
and the mitigating actions we are taking, are provided in the CEO’s Review, with an assessment byservice line provided in the Service Line Review, and in the Principal Risks and Uncertainties
section.
Dividend
Despite the Group’s resilient financial position and the modest size of the dividend, the Board
believes it would be inappropriate to recommend a final dividend in the current circumstances.
Summary
We remain absolutely committed to the strategy embarked upon at the time of the IPO and, beyond
the near-term disruption from COVID-19, can see many years of good organic and acquisition led
growth and strong cash flows ahead as we continue to pursue that strategy successfully.
We are confident that we will continue to deliver excellent results to create further shareholder value
over time, as we leverage our expanded platform in a growing, global video games market with anaccelerating trend towards outsourcing (and few competitors of scale).
We continue to keep our focus firmly on the video games industry, where we see substantial scopein the medium term to continue to grow even faster than the growing industry itself as we becomethe ‘go to’ global services platform for video games and beyond. In addition, other industries suchas film and television (and on-line entertainment generally) and other adjacent markets are
increasingly adopting interactive content and video games practices, such as simultaneous releaseof content, and we are uniquely placed to take advantage of these developments as they present
themselves.

We will continue to monitor the COVID-19 situation closely and do all we can to protect our people
and support our customers, who are increasingly looking to us as part of the solution for their own
contingency planning.
We are well financed, with a global footprint, a unique position in a resilient market and a strong
team to manage the business through this uncertain period and we expect to emerge in a robust
position to continue to grow once we return to a more normalised environment.
Ross Graham
Chairman

CEO Review
Strong growth as we invested in building a more diversified services platform of scale2019 was a year of strong growth, with revenues up 30.2% to €326.5m, as we continued to build
our platform as the ‘go to’ service provider to the video games industry which, in turn, enabled us totake advantage of the accelerating trend towards external development and outsourcing in theindustry.
2019 was a relatively light year for video game releases as the industry reached the tail end of theexisting console cycle, but we saw demand for our services continue to grow, with some service lines
experiencing very strong growth as they benefitted from a marked shift towards outsourcing.
The Group delivered 15.5% year-on-year Organic Revenue growth, which excludes the impact of
currency movements and acquisitions (as defined in the Alternative performance measures section),driven in particular by very strong organic performances in both Game Development and Functional
Testing which grew by 36.4% and 37.0% respectively. These are now our two largest service lines,
and their strong achievements are, in part, testament to the effective integration of prior year
acquisitions to build strong, international service platforms of scale that are experiencing theincrease in demand for their services that comes from becoming the ‘go to’ provider.
Having first entered Game Development through the acquisition of GameSim in May 2017, we have
now grown it to become a €66m revenue business employing an average of 792 production focused
people across 10 studios. This additional scale enables us to take advantage of the accelerating
demand for external development, including the growing demand for co-development and full gamedevelopment services.
The very strong organic growth achieved by Functional Testing in 2019 also demonstrated theacceleration of demand for our testing services, having reached the critical mass point of becoming
the provider of choice, particularly in North America following the successful integration of VMC.
To support the Group’s high level of growth, we have continued to invest in the Group’s operational
capacity, supporting infrastructure and management, which we believe is important to enable theGroup to capitalise on the clear opportunities it is seeing to capture share of the growing video
games services market. These investments held margins back from their medium to longer term
norm but will bring further benefits in future years as we leverage these costs over a growing revenue
base.
Complementing the Group’s strong organic growth, we continued to develop the Group throughacquisitions, with 8 made during the year. These added scale to and diversified Keywords’ marketing
services, Audio, and Game Development service lines and brought cutting edge machine translationand crowd sourcing technology to the Group’s Localization service offering.

In October 2019, we agreed a new revolving credit facility for up to €140m which provides the Group
with further flexibility and headroom to manage the short-term disruption of COVID 19 and invest in
our business both organically and through acquisition.
Delivering on our strategy
Our strategy to build our platform as the ‘go to’ service provider to the video games industry is
positioning the Group as the leader in a market characterised by highly fragmented, local, singleservice providers, despite the growing needs of the major video games publishers and developers
who act globally. These customers are increasingly turning to external development and support
services as a way to manage the demands of generating more sophisticated content whilst limiting
their fixed costs, and so they require the quality, flexibility, and security of a full service provider ofscale.
We made considerable progress in building our platform during the year, by investing in capacity
expansion, making acquisitions that enhanced our service offering and generating synergies throughcollaboration across our expanding multi-service global platform, positioning us as an increasingly
relevant and integral partner to our customers.
Organic investment
During the year, we invested in expanding our operational capacity and enhancing the Group’s
infrastructure to scale up our business to support the Group’s ongoing growth. In addition to the over
1,400 work stations created during the year, we have invested in people, systems and marketing as
we develop our IT, HR and finance functions and enhance our global branding.
This investment included substantial expansion of the Group's facilities in Montreal, Katowice, Manila,
Brighton, Mexico City, Tokyo, São Paulo and New Delhi. These expansions incurred start-up costs,
where we were paying for space and staff as we fitted out the facilities and built and trained the
production and support teams, before becoming operational.
We have also continued to support the costs of the investment phase in our early stage technology
businesses, Yokozuna Data, AppSecTest and GetSocial, as well as our fledgling services in music
management, sound design, subtitling and dubbing for film and TV.
We have continued to invest in the backbone of the business with increased capabilities in our support
functions, including finance, HR, IT, facilities, administration, and general management (average
number of people employed increasing to 646 from 505 in 2018) and we are increasingly developing‘hubs of excellence’ in these support functions which support a number of studios or key regions, suchas our Montreal hub which supports studios across North America. Around the Group, we continue todevelop our own tools to enable and deliver our services and to enhance productivity, in addition to
adopting and operating third party best of breed solutions.
Once the environment has normalised following disruptions related to COVID-19, we expect to reap
the benefits of many of these investments as work stations are efficiently utilised and our support
functions yield improved recruitment, training, and retention of staff, enhanced management
information, and more efficient workflow management.
Acquisitions and integration
We were pleased to have made 8 high quality acquisitions during the year, which further strengthened
the breadth of value-added services we are able to offer our global video games customers.
In January, we expanded our range of marketing services with the acquisition of Sunny Side Up,
which brought production of high-quality marketing assets and provided access to the talent pool inQuebec City, to complement our similar operations in Brighton and London. Also in London, Ichi
Worldwide joined the Group in December, adding strength and depth to our marketing services incampaign management, branding strategy and social media management, which are key todetermining the success of a game.
We diversified our Audio Services offering with the acquisitions of Vancouver based Descriptive
Video Works, which brought accessibility services in North America; TV+SYNCHRON, which added
a Berlin based dubbing and voice over studio in German language; and Syllabes, a games andfilm/TV audio recording studio, completing the full suite of services provided out of Keywords’
Montreal services hub.
We also further strengthened our Game Development service line through the acquisition of
GetSocial, based in The Hague, which provides an integrated platform for the management of allsocial media interactions within mobile games. In Japan, we added the game development team,Wizcorp, to our existing 270-person team in Tokyo.
In our Localization service line, we welcomed Kantan to the business, which brought proprietary,
cutting edge machine translation and crowd sourcing technology to the Group that will enable
Keywords to work with its video game customers in marrying our unrivalled video games expertisewith highly customisable machine translation engines and downstream workflow tools.
Following the acquisitions made during the year, we exited the year with pro forma revenue (asdefined in the Alternative performance measures section) of €333.6m.
During the year, we have also made good progress with integrating prior period acquisitions, which
are making good contributions to the Group. The Group's largest acquisition in 2018 (completed inAugust), Studio Gobo and Electric Square, has outperformed expectations while our largest
acquisition in 2017 (completed in October of that year), VMC, was fully integrated in 2018, with thesubsequent benefits of our additional scale demonstrated by the particularly strong growth in ourFunctional Testing service line during 2019.
We were able to set out in more detail, in our Capital Markets Day in Montreal in November, howacquired businesses can thrive within the Keywords family, as they are able to leverage our scale,
reputation, international reach, and broader expertise. In addition, they are able to focus on deliveringhigh quality work for their customers whilst we provide the functional support that would otherwise bea constraint on their time as they grow their businesses. The benefit for these businesses of being
part of the Keywords family is further evidenced by the reduction in ‘downtime’ and staff churn thatmany experience due to the opportunities to work on a broader base of interesting projects that thewider Group is able to offer.
People
The average number of FTE employees across the Group in the period grew to 7,424 (2018: 5,238)
with around 900 jobs being created organically and driven primarily by the very robust growth in ourFunctional Testing and Game Development businesses.
We constantly strive to provide great working environments for all Keywordians around the world.
One example of this can be seen in the central locations of our studios. Rather than over emphasise
low cost locations and low cost facilities we feel the benefits of being able to attract the best talent
in the most scalable manner outweigh any savings from potentially lower occupancy costs.
Whilst there is always more to do in investing in our people, we continue to make improvementswith training, benefit schemes, career progression and we monitor ourselves in line with our diversity
and non-discrimination policies, to ensure we are providing equal opportunities in all of our locations.

We are proud of our culture which brings common purpose to our colleagues around the world. Our
empowered, relaxed, professional and humble team consistently does the very best we can for eachproject entrusted to us, working as an extension of our clients’ organisations.
Our broad pool of highly experienced and games-passionate talent provides a tremendous resourcethat our customers can access in a flexible and cost-efficient manner across the globe and inconvenient time zones.
In turn, we offer colleagues the opportunity to work on an unrivalled range of the world’s leadinggames ahead of their release. We are typically working on over 250 titles at any one time, and we
provide good career advancement and opportunities to move between our various studios and thecountries in which we operate. This can be seen in our senior leadership team which comprises
some home-grown talent and people who joined us with acquired entities, in addition to externally
hired employees.
Our continued growth and reputation for consistently delivering good quality service on highly agile
engagements to demanding deadlines is testament to the Keywords culture and the skills and thecommitment of Keywords’ talented and games-passionate employees and collaborators. We areproud of our global talent pool, which means there is a contribution from Keywords in most of theworld’s leading games, and we would like to thank everyone involved for their valuable contribution
to the continued success of the Group.
We are particularly proud of how Keywordians around the world have responded to the short-term
challenges and the changes to ways of working to keep everybody safe in the context of COVID19. We have though unfortunately had to make use of the various furlough arrangements provided
by various governments during March and April 2020 while continuing our efforts to secure clientsconsents to move project teams to work from home arrangements. We have established a $500,000
hardship fund to support those on furlough who are experiencing particular financial constraints.

Service line review
All our service lines continued to grow in 2019, whilst we also continued to make good progress withcross-selling our services, with a 9.1% increase in the number of customers buying three or more
services to 108 (2018: 99).
The following table provides a summary of our revenues by service line, their growth rates on areported basis and Organic Revenue** growth. We have also presented pro forma revenues byservice line, which includes the annualised revenue of all acquisitions made in the year, to provide a
better overview of the size and balance of the business at the end of the year, together with theaverage number of operational staff in each service line, excluding managerial and support staff. The
service line commentary which follows reports on the statutory reported revenues unless otherwise
stated.

2019
Organic
Revenue**
growth%2019 Pro
forma**
Revenue€m

2019 Average
number ofoperational
staff byservice line

Revenue% of 2019Group
revenue

2019
Revenue€m

2018*
Revenue€mChangefrom2018%

Art Creation

13.3%

43.6

34.0

28.2%

6.7%

46.1

1,194

Game Development

20.3%

66.3

35.2

88.4%

36.4%

67.0

792

Audio

12.4%

40.5

34.2

18.4%

2.3%

43.7

220

Functional Testing

21.1%

68.9

47.8

44.1%

37.0%

68.9

2,316

Localization

14.9%

48.5

44.0

10.2%

7.5%

49.2

381

Localization Testing

6.9%

22.6

19.7

14.7%

11.2%

22.6

532

Player Support

11.1%

36.1

35.9

0.6%

(4.7%)

36.1

1,343

Total

100.0%

326.5

250.8

30.2%

15.5%

333.6

* The prior year comparatives for Art Creation, Game Development and Functional Testing have been restated, primarily to reflect
the reclassification of certain Sperasoft services, in order to provide a more meaningful comparison with the 2019 presentation.
** The group reports certain Alternative performance measures (APMs) which management believes provide valuable additional
information for the users of the financial information to understand the underlying trading performance of the business. For fulldefinitions and explanations of these measures and a reconciliation to the most directly referenceable IFRS line item, please see theAPMs section at the end of the statement.

Art Creation (13.3% of Group revenues for the year)
Our Art Creation service line creates graphical art assets for video games including concept art
creation, 2D and 3D art asset production and animation. Also included under Art Creation is themarketing services business we are building through acquisitions, and the subsequent organic growthof Fire Without Smoke, The TrailerFarm, Sunny Side Up and most recently, Ichi Worldwide.
2019 performance
Art Creation revenues grew by 28.2% to €43.6m in the year ended 31 December 2019 (2018: €34.0m)
with the benefit of full year contributions from 2018 acquisitions Fire Without Smoke and The
TrailerFarm, and contributions from 2019 acquisitions, Sunny Side Up, whilst Ichi was acquired at thevery end of 2019. Organic Revenue, which excludes the impact of currency movements andacquisitions, grew by 6.7% for Art Creation.
During the year, we employed an average of 1,194 production based people in Art Creation (2018:
1,038) whose services are primarily delivered by full-time permanent employees, particularly in ourbigger operations in China and India, complemented by a small number of freelancers, particularly in
our North American operations, which provides some additional flexibility in matching resources withdemand. These freelance resources are not included in our employment numbers.
COVID-19 update and mitigation measures
In the current year, our five Chinese art studios were the first to be impacted by COVID-19 asgovernment-mandated shutdowns were imposed following the Lunar New Year holiday. During that
period, our businesses implemented work from home measures wherever that was possible. Since
re-opening the studios, we have implemented social distancing measures, increasing the space
available per person through shift working and rigorous hygiene regimes combined. Our China
businesses have been back to close to near full production since the end of February and employees
previously working from home have been returning to in-studio work.
More recently, our art and marketing studios in North America, Europe and India have all implemented
work from home operations.
The market opportunity and medium-term outlook
Art Creation operates in a market we estimate to be valued at well over $1bn, with just c.50% of these
services currently outsourced to a highly fragmented base of over 100 service providers.
We have yet to quantify the opportunity for the Marketing services business but it is clearly very large
and highly fragmented given the range of services provided both internally and externally which
includes key art, trailer creation, advertising, PR, branding, campaign management, influencer
marketing and management, marketing analytics, and community management.

We expect to continue to add to our Marketing services activities with further acquisitions with theintention of reporting this business separately when it achieves scale through continued organic
growth and acquisition.
Game Development (20.3% of Group revenue for the year)
Formerly called Engineering, our Game Development service line provides external development
services to game developers and publishers including full game development, co-development,
porting and general software engineering consultancy.
2019 performance
Now our second largest service line, Game Development increased revenues by 88.4% to €66.3m(2018: €35.2m). This increase reflected full year contributions from our 2018 acquisitions, Snowed In,
Studio Gobo and Electric Square, and the benefit of the acquisition of Wizcorp in April 2019. Organic
Revenue, which excludes the impact of currency movements and acquisitions, increased very strongly
for Game Development, up 36.4% compared to 2018.
During the year we grew the number of people in our Game Development service line by over 80% toc.900 at the end of the year, employing an average of 792 production focused people in 2019 (2018:
494).
COVID-19 update and mitigation measures
All of our Game Development studios are working from home in response to the pandemic. This isallowing us to continue to service our customer needs through the COVID-19 disruption and while
demand remains high, we are likely to be constrained by a reduced ability to recruit.
The market opportunity and medium-term outlook
Game Development is our largest addressable market, which we estimate to be valued at well inexcess of $3bn, with just c.20% of game development services across the industry currently
outsourced, meaning it has the lowest proportion of services outsourced of all of the Group’s service
market segments. Service provision is also highly fragmented, with well over 50 service providers
addressing this segment.
We made our final delivery under an underperforming fixed price contract in December 2019. Without
this drag factor, and with the benefit of the new studios in Leamington Spa, UK, in Singapore and inAustin, Texas (all of which we have opened in the last 4 months), we are well placed to meet thecontinued demand for our services, subject to any further COVID-19 related impacts.
Audio (12.4% of Group revenue for the year)
Our Audio service line provides multi language voice-over, original language voice recording, music,
sound design, accessibility and related services.
2019 performance
Audio revenues rose by 18.4% in the period to €40.5m (2018: €34.2m), with the benefit of full year
contributions from the 2018 acquisitions of Cord, Laced, Blindlight and Maximal and contributions from
Descriptive Video Works and TV+SYNCHRON in 2019, whilst Syllabes was acquired at the very endof 2019. Organic Revenue, which excludes the impact of currency movements and acquisitions,increased by 2.3% compared to 2018.

Our audio services businesses are primarily aligned with the release of AAA video games. 2019 wasa relatively light year for these games and this, coupled with the effect of the transition to new Xboxand PlayStation consoles in 2020, meant some developers and publishers reconsidered their releaseplans which held back our growth.
During the year we grew the average number of service delivery staff in our Audio Services businessby 18.9% to 220 (2018: 185).
We were delighted that our relatively new audio production facility in London’s Covent Garden, Liquid
Violet, and our Burbank, Los Angeles voice production facility were granted Netflix preferred vendor
status in 2019 alongside that of Vancouver based Descriptive Video Works.
COVID-19 update and mitigation measures
We are experiencing some short-term disruption as a result of the temporary closure of most of ourrecording studio facilities in response to local government isolation measures. We are in the processof implementing remote recording capabilities to allow some limited voice-over recording from actors’
homes.
Our current expectation is that this will reduce our recording capability in the short-term, but we would
hope that higher levels of utilisation within those studios as we catch up with delayed productions, will
enable us to offset some of the impact of the delays.
The market opportunity and medium-term outlook
We estimate the market for video games’ audio localization services alone to be valued at c.$150m
and to be approximately 90% outsourced. However, service provision in this segment remains highly
fragmented, with over 50 service providers, so we expect to be able to continue to grow our market
share as well as make acquisitions over time. We have not yet sized the market for the original
language recording, music and sound effects/design segments.
Assuming the environment becomes more normalised following near-term COVID-19 disruption, ourAudio service line should benefit from a better second half of 2020 for AAA game releases, to coincidewith the anticipated new console launches from Microsoft and Sony.
Functional Testing (21.1% of Group revenue for the year)
In 2019, Functional Testing grew to become our largest service line and provides quality assurance
including the discovery and documentation of game defects; testing to ensure games are compatible
with the various hardware devices and configurations they are played on; and testing to verify thatgames comply with console manufacturers’ specifications.
2019 performance
Functional Testing revenues increased by 44.1% to €68.9m (2018: €47.8m). Organic Revenue, which
excludes the impact of currency movements and acquisitions, increased by 37.0%. This growthfollowed the consolidation we effected with the acquisition of VMC in late 2017, and the subsequent
integration efforts and investments made in 2018 through to 2019, as our Functional Testing
operations reached the scale necessary to become the “go to “provider in North America.
During the year, the average number of production staff in Functional Testing was 2,316 (2018: 1,170),
many of which are flexibly resourced positions to enable us to scale up and down with the demandsof the projects.
COVID-19 update and mitigation measures

Functional Testing has largely depended on being able to conduct its work from secure facilities, andas such, our testing operations are most at risk from the shutdowns imposed by local authorities. We
have so far moved over 1,500 people to work from home arrangements and are continuing to consult
on a client by client basis to move to a working from home model allowing us to maintain testing forthese remaining clients through the crisis. This is resulting in some delays to certain projects and,
where appropriate, staff have been moved on to government supported furlough arrangements until
agreements can be reached with our clients.
The market opportunity and medium-term outlook
The addressable market for Functional Testing is estimated by us to be valued at over $800m, withjust c.40% of services currently outsourced. Whilst this is a less fragmented market, withapproximately 10 or more service providers, we are a leading player in this segment for which thescale and flexibility of a larger player is important to customers. The market continues to grow asgames companies become ever more focussed on the quality of the increasing volumes of content intheir games.
Beyond the potential near-term disruption described above, we expect Functional Testing to continue
to grow strongly as it benefits from the trend to outsourcing in the industry and to see some operational
leverage from the investments in growth made in 2019.
Localization (14.9% of Group revenue for the year)
Our Localization service line provides translation of in-game text, audio scripts, cultural and local
adaptation, packaging and marketing materials. We have also recently added neural machinetranslation technology and a global crowd sourcing translation platform, through the acquisition of
Kantan.
2019 performance
Despite making up for the annualised effect of certain former customers entering insolvency
processes in 2018, primarily due to the ‘Fortnite effect’, Localization revenues grew by 10.2% to€48.5m (2018: €44.0m). Organic Revenue, which excludes the impact of currency movements andacquisitions, has grown by 7.5% as this service line continues to benefit from the trend towards
continuous content generation for games in live operation, albeit it was held back in 2019 in the lead
up to the transition to new consoles, as in the case of Audio Services.
Our Localization business makes effective use of a large pool of freelance translators built up andnurtured over many years while maintaining a permanent production base, with an average of 381
operational staff during the year (2018: 334) which includes new and expanded teams dedicated tocertain customers.
COVID-19 update and mitigation measures
All project management and support staff are now working from home as are our in-house language
leads, localisation engineers and client dedicated teams. With the majority of our Localization service
already managed through a global network of freelancers working from home this service line wasquick to migrate to a full work from home model and no material impact on delivery capabilities iscurrently expected.
The market opportunity and medium-term outlook
We estimate that the market for localization for video games is valued at c.$200m, of which c.85% iscurrently outsourced but that service provision remains highly fragmented, with over 50 providers mostof which are single language providers and don’t have the scale to deliver simultaneous multijurisdictional localization projects for our global video games customer base.
We expect Localization to continue to build on its leading market position as it increasingly
differentiates itself by combining proprietary software tools like XLoc, and recently acquired AI and
Machine Learning technology from Kantan, with its market leading expertise in games localization
built up over the past 20 years.
Localization Testing (6.9% of Group revenue for the year)
Our Localization Testing service line identifies out of context translations, truncations, overlaps,
spelling, grammar, age-rating and cultural issues and tests for console manufacturer compliancerequirements in over 30 languages using native speakers.
2019 performance
Although held back by the transition to the new generation of consoles due out in late 2020 and
evidenced by the light release of AAA games in 2019, Localization Testing revenue increased by
14.7% to €22.6m (2018: €19.7m). On an organic basis, which also excludes the impact of currency
movements, Localization Testing was 11.2% higher compared to 2018.
During the year in which we opened new Localization Testing operations in Katowice, the average
number of production focused staff in Localization Testing was 532 (2018: 446), of which many are
flexibly resourced positions to enable us to scale up and down with the demands of the projects.
COVID-19 update and mitigation measures
As in the case of Functional Testing, Localization Testing largely depends on staff being able toconduct their work from secure facilities, so is more exposed to shutdowns imposed by local
authorities. We are consulting on a client by client basis to move to a working from home modelallowing us to maintain testing through the crisis. This is resulting in some delays to certain projects
and, where supported by government initiatives, some staff have been moved on to furlough
arrangements until agreement can be reached with our clients.
The market opportunity and medium-term outlook
We estimate the video games market for localization testing to be valued at c.$150m, which isapproximately 70% outsourced. Whilst this is a less fragmented market, with roughly 10 service
providers, we are the leading player in this segment for which scale, breadth of languages, and theagility of a larger player is critical to customers.
Beyond the potential near-term disruption described above, we would expect Localization Testing tobenefit from a stronger second half for AAA game releases as a result of the anticipated new console
launches from Microsoft and Sony, and also from our expanded operations in Katowice, Poland andOttawa, Canada.
Player Support (11.1% of Group revenue for the year)
Our Player Support service line provides multi-lingual, cost effective and flexible customer careservices including managing communities of gamers across all forms of social media, within thegames themselves and on the official game forums.
2019 performanceAs previously stated, Player Support has been consolidating the extremely strong growth of 2018
when it grew more than threefold, by investing in management talent and expanded facilities as its
revenue increased marginally to €36.1m (2018: €35.9m). Organic revenues, which are on a constantcurrency basis, were down by 4.7% on the very strong comparative.
During the year, the average number of service delivery people in Player Support was 1,343 (2018:
1,113). Manila has grown to be our single largest location for Player Support with our newer locationsof Katowice and Mexico City showing promise.
COVID-19 update and mitigation measures
All of our Player Support teams around the world are now working from home as we have been able
to agree to do so with our clients over the past few weeks. This service line is benefitting fromincreased video game playing since isolation measures have been in place, with a resulting increasein demand for its support.
The market opportunity and medium-term outlook
Player Support operates in a large market, of which we estimate the value of video game support at
c$1.2bn. Around 50% of this is currently outsourced and the market has been dominated by large,
generalist customer support providers.
We continue to aim to differentiate ourselves from these large customer support providers through our
specialist video games expertise, extending our services to cover more ‘touch points’ of gamer
engagement, and developing our technological tools, in order to make further progress in this market.
COVID-19
Trading in 2020 started in line with our expectations, with only minimal impact from COVID-19 due
principally to the short-term disruption in China that affected our five studios there. These operations
have now returned to near full production, following the return to work after the government
mandated shutdowns and our subsequent implementation of social distancing and rigorous hygiene
regimes in the studios, as well as some work from home measures.
However, since then, severe restrictions have been put in place elsewhere requiring most of ourstudios to be temporarily closed. Our first priority during this period has been the wellbeing of ourpeople and we are following the health and safety recommendations of the local and national
authorities in the 21 countries in which we have operations.
As a business with robust operations and an inbuilt culture of flexibility and a “can do” attitude, all
59 studios have reacted extremely quickly supported by our global and regional HR and IT teams
to move over 5,500 of our people to work from home arrangements. Whilst this resulted in someshort-term disruption, we are pleased with how quickly our teams are settling into these new patternsof work.
In consultation with our clients, we are continuing to make preparations to move more of our
production staff to this model, particularly in testing where we are working closely with our clientswith the aim of increasing the numbers of testers we can deploy in work from home arrangements.
We are seeing an increase in the demand for certain services, as existing and new clients look to
us for support during this challenging time and as they look to enhance the resilience of theirproduction arrangements. We are making efforts to satisfy their requests subject to our own nearterm resource constraints, as we prioritise the wellbeing of our people, albeit it does look likely thatdemand will outstrip our ability to fulfill it in the near-term.

It is very difficult to predict how long the studio closures will be in place and whilst we do expect
some disruption to the provision of our services due to the COVID-19 pandemic, we are doing allthat we can to mitigate the short-term disruptions to production. We anticipate the underlying driversof growth across the video games market to remain intact, and we hope to benefit from pent up
demand from our clients once our operating environment normalizes.
Medium term outlook
Beyond the immediate disruption caused by COVID-19, we expect strong demand for our services
to result from the launch of a new generation of games consoles, the further development of new
streaming platforms, and content demands for virtual and augmented reality, in addition to theunderlying drivers of growth across the video games market.
Our investment in expanding and diversifying the business, improving our technology, strengthening
our management team, and extending our functional support, has positioned us as the provider ofchoice.
This investment will enable us to continue to deliver high levels of growth in the medium term, in amarket that was already seeing an accelerating trend towards outsourcing and could see an evengreater shift to outsourcing in response to the COVID-19 outbreak, as clients seek to enhance theresilience of their production arrangements for the long term.
Whilst that investment held back margins in 2019 and the COVID-19 disruption will place furtherpressure on margins in 2020, we expect to see margins increase incrementally towards our historic
norms as we leverage the investments over a growing revenue base in 2021.
Our recently enlarged banking facility provides the Group with the balance sheet strength to meet its
short-term liquidity needs and over medium term capitalise on our clear opportunity to take a leading
share of the increasingly outsourced video games services market both organically and via
acquisitions, as we further enhance shareholder value. We continue to maintain and build upon ourstrong pipeline of acquisitions with the intent of executing on selected opportunities as the market
normalises again post COVID-19. We anticipate that the current crisis may give rise to further
acquisition opportunities which, as the market leader, we will be well placed to execute.
Thanks to the robustness of the Group’s model, the growth characteristics of our end markets andthe strength of our market position, the Board is confident of being well positioned for growth andthe long-term success of the business.
Andrew Day
Group Chief Executive Officer

Financial and Operating Review
Strong organic growth and investment in the platform
Group performance2019 has seen the Group deliver another year of significant increases in revenue driven by strongorganic growth supplemented by targeted acquisitions which have further extended the Group’s
service offering, market penetration and geographic reach.
Revenue

Revenue for 2019 increased by 30.2% to €326.5m (2018: €250.8m). This was driven by strong
Organic Revenue growth of 15.5% with particularly good performances in Game Development andFunctional Testing which delivered organic growth of 36.4% and 37.0% respectively andrepresented an acceleration of the strong growth experienced in the first half of the year. The organic
growth was supplemented by the full year impact of the acquisitions made in 2018 and 8 targeted
acquisitions in 2019 to further build our platform as the ‘go to’ service provider to the video games
industry.
Gross margin
Gross profit for the year was €120.2m (2018: €95.8m) representing an increase of 25.5%. The grossprofit margin declined by 1.4 percentage points to 36.8% (2018: 38.2%) reflecting the investments
made to support the growth in the business, including the costs associated with the rapid recruitment
and increase in staff training in the Functional Testing service line. This combined with the dilutive
impact of an underperforming fixed price contract which was completed at the end of 2019 and istherefore not expected to impact as we move into 2020. We have also continued to invest in a
number of early stage technology businesses which are not yet generating revenue and havetherefore negatively impacted on margins in the year.
Operating costs
Adjusted operating costs exclude depreciation, amortisation, share option expenses and one-timecosts related to acquisitions. For 2019, adjusted operating costs increased by 20.4% to €62.6m
compared with €52.0m for 2018. On a pre IFRS 16 basis, adjusted operating costs were €70.7m,
representing 21.7% of revenue, an increase of 1.0%pts compared to 2018 and above our mediumterm target of ~20%. This was driven by investments during the year to expand our facilities toaccommodate the strong growth as well as in our operational capability with strengthened
management, support functions and infrastructure to support the Group’s ongoing growth.
EBITDA
Adjusted EBITDA, which adjusts for the items noted above, increased 31.7% to €57.6m comparedwith €43.7m for 2018. Of the increase, €8.1m relates to the adoption of IFRS 16. Excluding theimpact of IFRS 16, adjusted EBITDA increased 13.2% to €49.5m compared with €43.7m for 2018
resulting in a decline in Adjusted EBITDA margin (pre IFRS 16) of 2.2%pts to 15.2% (2018: 17.4%)
reflecting the reduction in gross margin and the investments noted above.
Net finance costs
Net finance costs increased to €4.2m compared to €0.5m in 2018. €1.7m relates to net foreignexchange loss recorded within financing cost which is described in more detail below (2018: €0.8m
gain) and €0.7m of the increase represents the additional interest recognised as a result of the
adoption of IFRS 16. Underlying interest costs (excluding IFRS 16 interest, deferred consideration
discount unwind and foreign exchange) increased by €0.4m to €0.9m (2018: €0.5m) reflecting an
increase in net debt of €17.5m to €17.9m at the end of 2019 (2018: €0.4m).
Alternative performance measures
The group reports certain Alternative performance measures (APMs) to present the financial
performance of the business which are not GAAP measures as defined by IFRS. Management
believes these measures provide valuable additional information for the users of the financial
information to understand the underlying trading performance of the business. In particular, adjusted
profit measures are used to provide the users of the accounts a clear understanding of theunderlying profitability of the business over time. A breakdown of the adjusting factors is provided in
the table below:

2019
€m
Share option expense
9.8
Costs of acquisition and integration 4.3
Amortisation of intangible assets
7.3
Foreign exchange and other items 2.1
23.5

Years ended 31 December
2018
€m
4.1
5.3
6.9
(0.5)
15.8

2m options were granted under the Share Option scheme and Long Term Incentive Plan in 2019.
This, together with grants from previous years, has resulted in a non-cash share option expense of€9.8m in 2019 (2018: €4.1m). The increase is largely due to an increase in the fair value charge(see Note 17) for the shares granted in May and September 2019 compared to previous years.
One-off costs associated with the acquisition and integration of businesses of €4.3m were incurredin the period (2018: €5.3m). This relates to both the integration costs of acquisitions made in theprior year and the acquisition and integration costs of the 8 acquisitions made in 2019.
Amortisation of intangible assets amounting to €7.3m was broadly in line with 2018 (2018: €6.9m).
Foreign exchange and other items amounted to a net charge of €2.1m (2018: net gain of €0.5m).
Keywords does not hedge foreign currency profit and loss translation exposures. The effect on theGroup’s results of movements in exchange rates and the foreign exchange gains and losses
incurred during the year mainly relate to the effect of translating net current assets held in foreign
currencies. This resulted in a net foreign exchange loss of €1.7m in 2019, recorded within financing
cost (2018: €0.8m gain).
A more detailed explanation of the measures used together with a reconciliation to thecorresponding GAAP measures is provided in the APMs section at the end of the statement.
Profit before taxation
Profit before tax for the year was €17.4m (2018: €22.1m). Adjusted Profit Before Tax, which adds
back acquisition and integration expenses, share option charges, foreign currency exchange
movements and amortisation of intangibles (as noted above) increased by 7.9% to €40.9m comparedwith €37.9m in 2018 representing a reduction in net margin of 2.6%pts to 12.5% (2018 15.1%).
Taxation
The tax charge in the period was €7.5m including a one off €0.5m tax charge relating to a legacy
pre acquisition tax issue (2018: €7.2m). This represents a reduction in the Adjusted Effective Tax
Rate to 22.4% of Adjusted Profit Before Tax (2018: 22.8%, as re-stated to reflect the tax impact of
the bridging items to Adjusted profit before tax).
Tax governance
The Group takes a balanced approach to the management of its tax affairs and has a tax policy
which is approved by the Board. Our overall strategy is to meet our tax obligations and ensure thatlong term shareholder returns are responsibly optimised by structuring our business andtransactions in a tax efficient manner, taking into account reputational factors. Tax risks are regularly
reviewed by the Board and the Audit Committee. The Group’s approach in relation to the
management of tax issues is to ensure that:









We comply with all applicable laws, disclosure requirements and regulations in the
territories in which we do business;
All tax positions adopted are adequately and fairly disclosed in tax filings;
We have an open and transparent working relationship with relevant tax authorities aroundthe world;
Where disputes arise with tax authorities, we seek to reach a resolution as soon as possible
in an open and constructive manner;
Where considered appropriate, the Group takes advice from professional firms;
Tax risks are appropriately managed in accordance with the tax policy; andOur tax planning is aligned with the Group’s commercial and business activities and the tax
treatment of business transactions is optimised.

Basic earnings per share
Basic earnings per share were down 34.2% to 15.23c (2018: 23.16c) reflecting the reduction in thestatutory profit after tax and a 1.2% increase in the weighted number of shares in issue. The
denominator used for these calculations includes the shares which will be issued for the outstanding
deferred consideration for acquisitions (see Note 16).
Adjusted earnings per share which adjusts for certain items, including acquisition and integration
expenses, share option charges, foreign currency exchange gains/losses and amortisation of
intangibles was 48.78c an increase of 7.2% over the prior year (2018: 45.50c). Adjusted for the
impact of IFRS 16, adjusted earnings per share was 49.44c representing an increase of 8.7%.
Acquisitions
During the year the Group acquired 8 businesses generating annualised revenues in the year ofacquisition of €13.2m. Total potential consideration amounted to €19.6m of which €4.0m will besatisfied through the issue of shares. Cash spend on these acquisitions amounted to €13.1m (netof cash acquired). As at the end of 2019 there was €6m of deferred and contingent consideration
payable in 2020 in respect of completed acquisitions.
Going forward we will continue to execute our targeted and disciplined approach to M&A to build
out our global services platform to enhance further our position as the ‘go to’ provider for
development services to the video games industry.
IFRS 16 - Leases
The new leasing standard, IFRS 16, has been effective from 1 January 2019 and has been adopted
from that date with no restatement of prior year comparatives required. This has resulted in a numberof leases (largely property leases) that were previously accounted for as operating leases (expensed
as incurred) now being capitalised as Right of Use (ROU) Assets within fixed assets and depreciatedover the lease term with a corresponding lease liability and interest charge. The new standard has
not had a material impact on either Adjusted profit before tax or the underlying net cash flows of thebusiness, but it has changed the presentation of the profit and loss account, the cash flow statement
and the balance sheet as follows: On transition, fixed assets increased by €23.1m;
 The operating lease charge of €8.1m has been replaced with depreciation on the ROU
assets of €7.8m and an interest charge on the corresponding lease liability of €0.7m;
 In 2019 this has increased EBITDA by €8.1m and resulted in a reduction in Adjusted profit
before tax of €0.4m.
Cash flow and net debt
Cash flow statement

2018

Change€m€m

Adjusted EBITDA pre IFRS 16
MMTC and VGTR
Working capital and other items
Capex - property, plant and equipment (PPE)
Capex - intangible assets
Operating cash flows
Interest paid
Free cash flow before tax

2019
€m
49.5
(5.9)
(1.7)
(13.1)
(0.4)
28.4
(1.4)
27.0

43.7
(0.4)
(4.9)
(9.4)
(1.6)
27.4
(0.5)
26.9

5.8
(5.5)
3.2
(3.7)
1.2
1.0
(0.9)
0.1

Tax
Free cash flow
M&A - acquisition spend
M&A – acquisition and integration costs
Dividends paid
Shares issue for cash
Underlying increase in net debt
FX and other items
Increase in net debt
Opening net cash / (debt)(13.3)
13.7(27.8)
(3.8)
(1.2)
0.8
(18.3)
0.8(17.5)
(0.4)

(6.3)
20.6
(26.7)
(4.5)
(1.1)
0.2
(11.5)(11.5)
11.1

(7.0)
(6.9)
(1.1)
0.7
(0.1)
0.6
(6.8)
0.8
(6.0)

Closing net cash / (debt)(17.9)(0.4)

The Group generated Adjusted EBITDA of €49.5m in 2019, an increase of €5.8m from €43.7m in2018. This was offset by an increase of €5.5m in the amounts due in respect of multi-media tax
credits (MMTC) and Video Games Tax Relief (VGTR). MMTC’s that are earned in the year of
production, and are collected a year in arrears. The increase is therefore a timing difference driven
primarily by the growth in revenue in the Functional Testing business in Canada and the Game
Development business in the UK, where the credits are earned. This was partially offset by an
improvement in Working capital and other items of €3.2m.
Investment in PPE amounted to €13.1m (2018: €9.4m) reflecting the growth in the business, theexpansion of facilities in Montreal, Katowice, Manila, Brighton, Tokyo, São Paulo and New Delhi
and continued investment in the IT systems and infrastructure to support the Group platform.
Interest payments were €1.4m in the year (2018: €0.5m), which reflected the increase in net debt
and the fees associated with the refinancing of the Group’s Revolving Credit Facility. Tax payments
amounted to €13.3m and included €2.5m in respect of the settlement of a prior tax balance of which€2m was accrued at the end of 2018.
This resulted in Free Cash Flow of €13.7m, a reduction of €6.9m on the prior year. Adjusted Cashconversion rate (which adjusts for capital expenditure that is supporting growth in future periods)
was 79% (2018: 82%).
Cash spent on acquisitions totalled €27.8m including €14.7m of deferred consideration in respect ofprior year acquisitions. In addition, acquisition and integration costs amounted to €3.8m anddividend payments amounted to €1.2m resulting in an underlying increase in net debt of €18.3m(2018: €11.5m). This, together with foreign exchange and other items, resulted in a closing net debtof €17.9m (2018: €0.4m).
Balance sheet and liquidity
The Group funds itself primarily through cash generation and a syndicated revolving credit facility(RCF). In October 2019, the Group successfully agreed a new RCF provided by Barclays Bank plc,
Citibank N.A., HSBC and Silicon Valley Bank, for an initial €100m, with an Accordion option toincrease this up to €140m. The RCF matures in October 2022 with an option to extend it for up to afurther 2 years.
The Keywords Group had €59.5m drawn under the RCF at year-end 2019. The majority of Groupborrowings are subject to two financial covenants that are calculated in accordance with the facility
agreement:
 Leverage: Maximum Total Net Borrowings to Adjusted EBITDA ratio of 3 times; and Interest cover: Minimum Adjusted Operating Profit to Net Finance Costs ratio of 4 times.
The Group exited 2019 with a strong balance sheet, with net debt (excluding IFRS 16 leases) of€17.9m as at 31 December 2019 representing a net debt to Adjusted EBITDA ratio of 0.4x. The
Group has good liquidity with cash and undrawn committed facilities of around €82m at the end of
December 2019. In addition, as a precautionary measure we are in the final stages of agreeing theexercise of the accordion feature under the RCF which would provide a further €30m of committed
facilities.
The Group has a resilient operating model and the ability to flex the cost base to meet the potential
disruption introduced as a result COVID-19 pandemic, particularly in the Localization, Testing andAudio service lines which have higher a proportion of variable costs to the other service lines. Given
the current environment, the Group has taken steps to preserve cash by increasing the focus on
costs, eliminating discretionary expenditure and delaying certain capital projects.
Dividend
Despite the Group’s resilient financial position and the modest size of the dividend, the Board
believes it would be inappropriate to recommend a final dividend in the current circumstances.
Jon Hauck
Chief Financial Officer
Consolidated Statement of Comprehensive Income

Years ended 31 December
2019

2018

€'000

€'000

Revenue from contracts with customers

4

326,463

250,805

Cost of sales

5(206,234)(154,997)

120,22995,808Gross profit
Share option expense

17(9,775)(4,129)Costs of acquisition and integration

5(4,348)(5,296)

Amortisation of intangible assets

12(7,318)(6,872)

Total of items excluded from adjusted profit measures(21,441)(16,297)

Other administration expenses(77,246)(56,826)

Administrative expenses(98,687)(73,123)

Operating profit

21,542

22,685

Financing income

6

74

791

Financing cost

6

(4,245)(1,316)

Share of post-tax profit / (loss) of equity accounted associate

27

-

(66)

17,37122,094(7,462)(7,191)

9,909

14,903

Profit before taxation
Taxation
Profit7Other comprehensive income:Items that will not be reclassified subsequently to profit or loss
Actuarial gain / (loss) on defined benefit plans

19

(167)

27

Exchange gain / (loss) in net investment in foreign operations

1,267

1,270

Exchange gain / (loss) on translation of foreign operations

5,960

771

16,96916,971

Owners of the parent

10,022

14,903

Non-controlling interest

(113)

-

9,909

14,903

Owners of the parent

17,082

16,971

Non-controlling interest

(113)

-

16,96916,971€ cent€ centItems that may be reclassified subsequently to profit or loss

Total comprehensive income

Profit / (loss) for the period attributable to:Total comprehensive income attributable to:Earnings per share
Basic earnings per ordinary share

8

15.23

23.16

Diluted earnings per ordinary share

8

14.73

22.24

The notes form an integral part of these consolidated financial statements.
On behalf of the Board
Andrew Day
Director
16 April 2020

Jon Hauck
Director

Consolidated Statement of Financial Position
At 31 December

Note

2019

2018

€'000

€'000

Non-current assets
Property, plant and equipment

13

22,16315,002Right of use assets

24

21,469-Goodwill

11

175,639

154,202

Intangible assets

12

21,13025,884

Investment in associate

27

-

160

Deferred tax assets

26

5,060

2,967

245,461

198,215

Current assets
Trade receivables

14

43,24337,019Other receivables

15

35,41323,459Cash and cash equivalents

Total assets

41,82739,871

120,483

100,349

365,944298,564

EquityShare capital

16

780

763

Share capital - to be issued

16

5,310

15,648

Share premium

16

102,979

102,225

Merger reserve

16

50,45135,996

5,764(1,463)Foreign exchange reserve

Shares held in Employee Benefit Trust ("EBT")

16

Share option reserve
Retained earnings

Non-controlling interest
Total equity(1,997)(1,997)

16,4496,674

43,18734,529222,923

192,375

35-

222,958

192,375

8,027

7,142

Current liabilities
Trade payables
Other payables

18

38,712

41,153Loans and borrowings

20

80

40,071

2,732

6,665

7,741

-

57,292

95,031285

1,062

Corporation tax liabilities
Lease liabilities

24

Non-current liabilities
Other payables NCL

18

Employee defined benefit plans

19

2,049

1,378

Loans and borrowings NCL

20

59,671

230

Deferred tax liabilities

26

9,523

8,488

Lease liabilities NCL

24

14,166-

85,694

11,158

365,944298,564

Total equity and liabilities

The notes form an integral part of these consolidated financial statements. The financial statements were approved and authorised for issue by the
Board on 16 April 2020.
On behalf of the Board
Andrew Day
Director
16 April 2020

Jon Hauck
Director

Consolidated Statement of Changes in Equity
Share
capitalSharecapital- to beissuedRetainedearnings

Total
attributableto ownersof parent

Sharepremium

Noncontrollinginterest

Total
equity

€'000

€'000

€'000

€'000

€'000

€'000

€'000

At 1 January 2018

737

(1,997)

2,545

20,679161,012-161,012

Profit for the period
Other comprehensive income

-

-

-

14,903

14,903-

14,903

2,041

-

-

27

2,068

-

2,068

Total comprehensive income for the period

2,041

-

-

14,93016,971-

16,971

-

-

-

4,129

-

4,129

-

4,129

-

-

-

-

-

174

-

174

-

-

-

-

-

(1,080)(1,080)-(1,080)

4,028

-

7,118

-

-

-

-

11,169-

11,169

26

4,028

171

7,118

-

-

4,129

(1,080)14,392-

14,392763

15,648102,225

35,996(1,463)(1,997)

6,674

34,529192,375-

192,375

Profit for the period

-

-

-

-

-

-

-

10,022

10,022

(113)

9,909

Other comprehensive income

-

-

-

-

7,227

-

-

(167)

7,060

-

7,060

Total comprehensive income for the period

-

-

-

-

7,227

-

-

9,855

17,082(113)

16,969Mergerreserve

Foreignexchangereserve

Sharesheld in
EBT

Share
optionreserve

€'000

€'000

€'000

€'000

11,620102,054

28,878(3,504)

-

-

-

-

-

-

-

-

-

-

-

-

Share option expense

-

-

-

Share options exercised

3

-

171

Dividends (note 9)--

Acquisition related issuance of shares (note 16)

23

Contributions by and contributions to theownersAt 31 December 2018

Contributions by and contributions to theowners:Contributions by and contributions to theowners:Share option expense

-

-

-

-

-

-

9,775

-

9,775

-

9,775

Share options exercised

7

-

754

-

-

-

-

-

761

-

761

Dividends (note 9)

-

-

-

-

-

-

-

(1,197)(1,197)-(1,197)

10(10,338)-

14,455

-

-

-

-

4,127

-

4,127

-

-

-

-

-

-

-

-

-

148

148

Contributions by and contributions to theowners17(10,338)754

14,455

-

-

9,775

(1,197)

13,466

148

13,614

At 31 December 2019

780

5,310

102,979

50,451

5,764(1,997)

16,44943,187

222,92335

222,958

Acquisition related issuance of shares (note 16)
Net assets on acquisition of AppSecTest

Consolidated Statement of Cash Flows
Years ended 31 December

Note

2019

2018*
Restated

€’000

€’000

9,909

14,903

5,316

Cash flows from operating activities
Profit after tax
Income and expenses not affecting operating cash flows
Depreciation - property, plant and equipment

13

7,295

Depreciation - right of use assets

24

7,849

-

Amortisation of intangible assets

12

7,318

6,872

Taxation

7

7,462

7,191

Share option expense

17

9,775

4,129

Fair value adjustments to contingent consideration

5

493

766

Disposal of property, plant and equipment

13

200

63

Unwinding of discounted liabilities - deferred consideration

6

330

311

Unwinding of discounted liabilities - lease liabilities

6

694

-

Share of post-tax (profit) / loss of equity accounted associate

27

-

66

Interest receivable

6

(74)

-

Fair value adjustments to employee defined benefit plans

19

504

279

Interest expense

6

934

502

Unrealised foreign exchange (gain) / loss

(577)

(992)

42,20324,503(4,370)(7,680)Changes in operating assets and liabilities
Decrease / (increase) in trade receivables
Decrease / (increase) in MMTC and VGTC receivable(5,913)(370)

Decrease / (increase) in other receivables(2,162)2,850(Decrease) / increase in accruals, trade and other payables

6,402

(252)

(6,043)(5,452)(13,288)(6,304)32,781

27,650(13,051)(24,163)-(726)

Taxation
Net cash generated by / (used in) operating activities
Cash flows from investing activities

Current year acquisition of subsidiaries net of cash acquired

28

Prior year acquisition of subsidiaries net of cash acquired
Settlement of deferred liabilities on acquisitions

18(14,711)(1,603)

Investment in associate

27

-

(226)

Acquisition of property, plant and equipment

13(13,145)(9,440)Investment in intangible assets

12

(391)

(1,599)Interest received
Net cash generated by / (used in) investing activities

74-(41,224)(37,757)(7,973)(10,835)(7,355)-

Cash flows from financing activities
Repayment of loans

29

Payments of principal on lease liabilities
Interest paid on principal of lease liabilities

6

(694)

-

Loan to finance acquisitions

29

27,00031,850

Dividends paid

9

(1,197)(1,080)Share options exercised

16

761

174

Interest paid

(1,436)(502)

Net cash generated by / (used in) financing activities

9,106

19,607

Increase / (decrease) in cash and cash equivalents

663

9,500

Exchange gain / (loss) on cash and cash equivalents

1,293

(3)

Cash and cash equivalents at beginning of the period

39,87130,374

Cash and cash equivalents at end of period

41,82739,871*The prior year has been restated to re-classify the Acquisition and integration cash outlay to Net cash generated by / (used in) operating activities, as the Directors consider this to be more meaningful.

Notes Forming Part of the Consolidated Financial Statements
1. Basis of Preparation
Keywords Studios PLC (the “Company”) is a company incorporated in the UK. The consolidated financial statements include the financial statements of
the Company and its subsidiaries (the “Group”) made up to 31 December 2019. 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 consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, International AccountingStandards and interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union(“adopted IFRSs”).
The financial statements have been prepared in thousands (’000) and the financial statements are presented in Euro (€) which is the functional currencyof the Group.
New Standards, Interpretations and Amendments effective 1 January 2019
The Group has adopted new accounting standards which have become effective 1 January 2019, as follows:
Impact of IFRS 16 Leases
IFRS 16 ‘Leases’ replaces IAS 17 ‘Leases’ along with three Interpretations (IFRIC 4 ‘Determining whether an Arrangement contains a Lease’, SIC 15‘Operating Leases-Incentives’ and SIC 27 ‘Evaluating the Substance of Transactions Involving the Legal Form of a Lease’). The new Standard has
been applied using the modified retrospective approach. Prior periods have not been restated.
From 1 January 2019, the Group now recognises a liability to make lease payments (i.e. the lease liability) and an asset representing the right to use theunderlying asset during the lease term (i.e. the right of use asset), for all material lease arrangements over 12 months in duration. On transition, forleases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low value assets, the Group
has applied the optional exemptions to not recognise right of use assets but to account for the lease expense on a straight-line basis over the remaining
lease term. For those leases previously classified as finance leases, the right of use asset and lease liability are measured at the date of initial
application at the same amounts as under IAS 17 immediately before the date of initial application. Instead of performing an impairment review on theright of use assets at the date of initial application, the Group has relied on its historic assessment as to whether leases were onerous immediately
before the date of initial application of IFRS 16. The impact of the application of IFRS 16 is outlined in note 24.
The following is a reconciliation of operating lease commitments at 31 December 2018 to the lease liabilities recognised at 1 January 2019:€m
Total operating lease commitments disclosed at 31 December 201817

Recognition exemptions:Leases of low value assets
Leases with remaining lease term of less than 12 months
Lease payments for expected lease renewals extending payments beyond the minimum
lease payment period

( 1)
8
7

Operating lease liabilities before discounting

24

Discounted using incremental borrowing rate *( 1)

Operating lease liabilities

23

Finance lease obligations-

Total lease liabilities recognised under IFRS 16 at 1 January 2019 (note 24)* Weighted average incremental borrowing rate applied to lease liabilities on transition

23
3.1%

Impact of IFRIC 23
IFRIC 23 Uncertainty over Income Tax Positions, which was issued in June 2017, clarifies how to recognise and measure current and deferred income
tax assets and liabilities when there is uncertainty over income tax treatments.
Other New Standards, Interpretations and Amendments effective 1 January 2019
Other accounting pronouncements which have become effective from 1 January 2019 have not had a material impact on the Group.

2. Significant Accounting Policies
Basis of Consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements
are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect thosevariable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of the investee without holding the
majority of the voting rights. In determining whether de-facto control exists, the Company considers all relevant facts and circumstances, including:The size of the Company’s voting rights relative to both the size and dispersion of other parties who hold voting rights;
Substantive potential voting rights held by the Company and by other parties;
Other contractual arrangements; andHistoric patterns in voting attendance.

The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity.
Intercompany transactions and balances between Group companies are eliminated in full.

Business Combinations
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of
Financial Position, the acquired identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date.
The results of acquired operations are included in the consolidated income statement from the date on which control is obtained. They are consolidated
until the date on which control ceases.
Any contingent consideration payable is recognised at fair value at the acquisition date and is split between current liabilities and long-term liabilities
depending on when it is due. The fair value of contingent consideration at acquisition date is arrived at through discounting the expected payment(based on scenario modelling) to present value. In general, in order for contingent consideration to become payable, pre-defined profit and / or revenue
targets must be exceeded. At each balance sheet date, the fair value of the contingent consideration is revalued, with the expected pay-out determined
separately in respect of each individual acquisition and any change recognised in the Statements of Comprehensive Income.
For deferred consideration which is to be provided for by the issue of a fixed number of shares at a future defined date, where there is no obligation on
Keywords to offer a variable number of shares, the deferred consideration is classified as an equity arrangement and the value of the shares is fixed at
the date of the acquisition.
Equity accounted investments
The Group’s investments in its associates are accounted for using the equity method from the date significant influence is deemed to arise until the dateon which significant influence / joint control ceases to exist or when the interest becomes classified as an asset held for sale.
Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities andcontingent liabilities acquired.
The cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests inthe acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent
consideration is included in acquisition date fair value and, in the case of contingent consideration classified as a financial liability, re-measured
subsequently through profit or loss. The direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive
income.
Intangible Assets
The Group’s Intangible Assets comprise Customer Relationships and Other Intangible Assets.
Customer Relationships
Intangible assets, separately identified from goodwill acquired as part of a business combination (mainly Customer Relationships), are initially stated at fairvalue. The fair value attributed is determined by discounting the expected future cash flows generated from the net margin of the business from the main
customers taken on at acquisition. The assets are amortised on a straight-line basis (to administration expenses) over their useful economic lives (typically
five years is deemed appropriate, however, this is re-examined for each acquisition).
Other Intangible Assets
Other intangible assets include Intellectual Property and Music Licences, both acquired and internally developed. Other intangible assets are recognised
as assets where it is probable that the use of the asset will generate future economic benefits and where the costs of the asset can be determinedreliably. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization (see below) and impairment losses, ifany. Subsequent expenditures on capitalised intangible assets are capitalised only when they increase the future economic benefits embodied in thespecific assets to which they relate. All other expenditure is expensed as incurred. Other intangible assets with definite useful lives are amortised fromthe date they are available for use on a straight-line basis over their useful lives, being the estimated period over which the Group will use the assets.
Residual amounts, useful lives and the amortization methods are reviewed at the end of every accounting period.
Development costs are capitalised as an intangible asset if all of the following criteria are met:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;• the intention to complete the intangible asset and use or sell it;• the ability to use or sell the intangible asset;• the asset will generate probable future economic benefits and demonstrate the existence of a market or the usefulness of the intangible asset if it
is to be used internally;• the availability of adequate technical, financial and other resources to complete the development and to use or sell it;• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
Following initial recognition of the development expenditure as an intangible asset, the cost model is applied requiring the intangible asset to be
carried at cost, less any accumulated amortization and accumulated impairment losses. The intangible asset is amortised on a straight-line basis
over the period of its expected benefit, starting from the date of full commercial use of the product. During the period of development, the asset istested for impairment annually. If specific events indicate that impairment of an item of intangible asset may have taken place, the item’s
recoverability is assessed by comparing its carrying amount with its recoverable amount. The recoverable amount is the higher of the fair value netof disposal costs and the value in use.
Impairment
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other
non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not berecoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), theasset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets towhich it belongs for which there are separately identifiable cash flows; its cash generating units (“CGUs”). Goodwill is allocated on initial recognition toeach of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
The Group has one CGU. This CGU represents the lowest level at which goodwill is monitored by the Group and the lowest level at which management
captures information for internal management reporting purposes about the benefits of the goodwill. Impairment charges are included in profit or loss,
except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is notreversed.
Cash and Cash Equivalents
For the purpose of presentation in the Statements of financial position and on the Statements of cash flows, cash and cash equivalents include cash on
hand and on call deposits with financial institutions.
Foreign Currency
The Consolidated Financial Statements are presented in Euro, which is the presentation currency of the Group and the functional currency of the Parent
Company.
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their“functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at therates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised
immediately in profit or loss.
On consolidation, the results of overseas operations are translated into Euro at rates approximating to this ruling when the transactions took place. All
assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at thereporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate
are recognised in other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences recognised in profit or loss in Group entities’ separate financial statements on the translation of long-term items forming part of theGroup’s net investment in the overseas operation concerned are classified to other comprehensive income and accumulated in the foreign exchange
reserve on consolidation. On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating
to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on
disposal.
Revenue from Contracts with Customers
Contracts are typically for services, performing agreed-upon tasks for a customer and can be time-and-materials or milestone based. Most contracts
are short term in duration (generally less than one month), however milestone based contracts can be longer term and extend to several months (or insome cases over a year). Where there are multiple performance obligations outlined in a contract, each performance obligation is separately assessed,
the transaction price is allocated to each obligation, and related revenues are recognised as services or assets are transferred to the customer.
Performance obligations are typically satisfied over time, as the majority of contracts meet the criteria outlined in IFRS 15 paragraph 35 (a) and (c).
Revenue is derived from seven main service groupings:














Art Creation Services – Art creation services relate to the production of graphical art assets for inclusion in the video game including
concept art creation along with 2D and 3D art asset production and animation. Contracts can be either time-and-materials based or
milestone based, with performance obligations satisfied over time. Contracts are generally short term in duration, however for longer
term contracts the input method is used to measure progress. Time and materials based contract revenue is recognised as the related
services are rendered. For milestone based contracts where progress can be measured reliably towards complete satisfaction of theperformance obligation, revenue is recognised using the input method to measure progress. Where progress cannot be measured
reliably, revenue is recognised on milestone acceptance.
Game Development – Game Development relates to software engineering services which are integrated with client processes todevelop video games. Contracts can be either time-and-materials based or milestone based, with performance obligations satisfied overtime. Contracts are generally longer term in duration. Time and materials based contract revenue is recognised as the related services
are rendered. For milestone based contracts where progress can be measured reliably towards complete satisfaction of theperformance obligation, revenue is recognised using the input method to measure progress. Where progress cannot be measured
reliably, revenue is recognised on milestone acceptance.
Audio / Voice-over Services – 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 quality assurance of the recordings. Audio contracts may also involve music licencing or selling music soundtracks. Audio
service contracts are typically milestone based, with performance obligations satisfied over time. Audio services contracts are generally
short term in duration, however for longer term contracts where progress towards complete satisfaction of the performance obligation
can be measured reliably, revenue is recognised using the input method to measure progress. Where progress cannot be measured
reliably, audio services revenue is recognised on milestone acceptance. Music licencing and music soundtracks performance obligations
are assessed separately, and related revenue is recognised on licence inception and on delivery of the soundtracks, respectively.
Functional Testing – Functional Testing relates to quality assurance services provided to game producers to ensure games function as
required. Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally
short term in duration, however for longer term contracts the input method is used to measure progress. Revenue is recognised as therelated services are rendered.
Localisation Services – Localisation services relate to translation and cultural adaptation of in-game text and audio scripts acrossmultiple game platforms and genres. Contracts are typically time-and-materials based and performance obligations are satisfied overtime. Contracts are generally short term in duration, however for longer contracts the input method is used to measure progress.
Localisation contracts may also involve licencing translation software as a service. Such revenue is assessed separately. Revenue isrecognised as the related services are rendered.
Localisation Testing – Localisation Testing involves testing the linguistic correctness and cultural acceptability of computer games.
Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally short termin duration, however for longer term contracts the input method is used to measure progress. Revenue is recognised as the related
services are rendered.
Player Support – Player support relates to the live operations support services such as community management, player support andassociated services provided to producers of games to ensure that consumers have a positive user experience. Contracts are typicallytime-and-materials based and performance obligations are satisfied over time. Contracts are generally long term with the input method
used to measure progress. Revenue is recognised as the related services are rendered.

Due to the nature of the services provided and the competitive nature of the market, contracts generally allocate specific transaction prices to separate
performance obligations. Individual services or individual milestones generally involve extensive commercial negotiation to arrive at the specific agreedupon tasks, and the related pricing outlined in the contract. Such negotiations extend further for milestone based contracts to also include the criteria
involved in the periodic and regular process of milestone acceptance by the customer. Such criteria may involve qualitative, as well as quantitative
measures and judgements.
In measuring progress towards complete satisfaction of performance obligations, the input method is considered to be the most appropriate method todepict the underlying nature of the contracts with customers, the interactive way the service is delivered and projects are managed with the customer.
For time-and-materials contracts, other than tracking and valuing time expended, significant judgement is not normally involved. For milestone based
contracts, progress is generally measured based on the proportion of contract costs incurred at the balance sheet date, (e.g. worked days) relative tothe total estimated costs of the contract, involving estimates of the cost to completion etc. Added to this significant judgement can be involved inmeasuring progress towards customer acceptance of the milestone. Significant judgement may also be involved where circumstances arise that may
change the original estimates of revenues, costs or extent of progress towards complete satisfaction of the performance obligations. In suchcircumstances estimates are revised. These revisions may result in increases or decreases in revenue or costs and are reflected in income in the period
in which the circumstances that give rise to the revision became known. When the outcome of a contract cannot be measured reliably, contract revenue
is recognised only to the extent that milestone have been accepted by the customer. Contract costs are recognised as incurred. When it is probable that
total contract costs will exceed total contract revenue, the expected loss is recognised immediately.
Revenue recognised represents the consideration received or receivable, net of sales taxes, rebates discounts and after eliminating intercompany
sales. Revenue is recognised only where it is probable that consideration will be received. Where consideration is received and the related revenue has
not been recognised, the consideration received is recognised as a contract liability (Deferred Revenue), until either revenue is recognised or theconsideration is refunded.
Multimedia Tax Credits / Video Game Tax Relief
The multimedia tax credits (“MMTC”) received in Canada and video games tax relief (“VGTR”) in the UK, are a credit related to staff costs. Tax credits
are recognised in the year they are earned as a deduction against direct costs but typically paid in the following financial year once the claims havebeen submitted and agreed. The nature of the grants is such that they are not dependent on taxable profits. Tax credits have only been recognised
where management believes that a tax credit will be recoverable based on their experience and the success of similar historical claims.
Share-based Payments
The Company issues equity settled share-based payments to certain employees and Directors under a share options plan and a Long Term Incentive
Plan (“LTIP”).
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares thatwill eventually vest. Grants do not have non-market-based vesting conditions. At each reporting date, the Company revises its estimate of the numberof equity instruments expected to vest and the impact of the revision of the original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. The Company has no legal or constructive
obligation to repurchase or settle the options in cash.
Where share-based payments are issued to employees of subsidiary companies, the annual cost of the option is expensed in the holding company andrecharged to the subsidiary company through an inter-company charge.
Share Option Plan
These are measured at fair value on the grant date using a Black-Scholes option pricing model which calculates the fair value of an option by using thevesting period, the expected volatility of the share price, the current share price, the exercise price and the risk-free interest rate. The fair value of theoption is amortised over the vesting period, with one-third of the options vesting after two years, one-third after three years, and the balance vest after
four years. The only vesting condition is continuous service. There is no requirement to revalue the option at any subsequent date.
LTIP
The exercise of LTIP awards are subject to the Company’s share price (stock symbol: KWS) performance versus the designated Share Index in terms ofshareholder return, over a three-year period. For the awards granted up to 2015, one-third of the share options vested if the Company exceeded the Total
Shareholder Returns (TSR) of the Numis Small Cap Index (excluding Investment Trusts) by 10%, two-thirds if the TSR exceeded the Index by 20% andfull vesting if the TSR exceeded the Index by 30%. This was amended for the 2016 and 2017 awards to 100% vesting if the shareholder return exceeds
the Index by 45%, and a pro-rated return between 10% if the TSR matches the Index, to 100% if the TSR exceeds the Index by 45%. The scheme wasfurther amended in 2018 to 100% vesting if the TSR exceeds the Index by 20%, and a pro-rated return between 10% and 100% if the TSR exceeds by
between 0% and 20%. In 2019, the benchmark Index was amended for future grants to be the FTSE Small Cap Index, with the same performance
conditions as 2018. These are measured at fair value, taking into account market vesting conditions but not non-market vesting conditions, at the date of
grant, measured by using the Monte Carlo binomial model.
Dividend Distribution
Final dividends are recorded in the Group’s financial statements in the period in which they are approved by the Group’s shareholders. Interim dividends
are recognised when paid.
Income Taxes and Deferred Taxation
Provision for income taxes is calculated in accordance with the tax legislations and applicable tax rates in force at the reporting date in the countries inwhich the Group companies have been incorporated.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial positiondiffers from its tax base, except for differences arising on:

The initial recognition of goodwill;
The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; andInvestments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference
and it is probable that the difference will not reverse in the foreseeable future.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are
expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax
assets and liabilities relate to taxes levied by the same tax authority on either:The same taxable Group company; orDifferent Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle theliabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled
or recovered.

Property, Plant and Equipment
Property, plant and equipment comprise computers, leasehold improvements, and office furniture and equipment, and are stated at cost lessaccumulated depreciation. Carrying amounts are reviewed for impairment whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately

to its recoverable amount.
Property, plant and equipment acquired through business combinations are valued at fair value on the date of acquisition.
Depreciation is calculated to write off the cost of fixed assets on a straight-line basis over the expected useful lives of the assets concerned. The
principal annual rates used for this purpose are:

Computers and software

3 years

Office furniture and equipment

10 years

Leasehold improvements

over the length of the lease

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the Consolidated statement ofcomprehensive income.
Financial Assets
The Group’s most significant financial assets comprise trade and other receivables and cash and cash equivalents in the Consolidated statement offinancial position, whereas the Company’s most significant financial assets comprise inter-group receivables.
Trade Receivables
Trade receivables, which principally represent amounts due from customers, are recognised at amortised cost as they meet the IFRS 9 classification
test of being held to collect, and the cash flow characteristics represent solely payments of principal and interest.
The Group’s impairment methodology is in line with the requirements of IFRS 9. The simplified approach to providing for expected credit losses has
been applied to trade receivables, which requires the use of a lifetime expected loss provision.
Intercompany Receivables
Intercompany receivables are recognised at amortised cost as they meet the IFRS 9 classification test of being held to collect, and the cash flow
characteristics represent solely payments of principal and interest. The Group applies the general approach to applying the expected credit losses to its
related party loans. Under the General Approach, at each reporting date, the Group determines whether there has been a Significant Increase in Credit
Risk (SICR) since initial recognition and whether any balances are credit impaired. This determines the amount, if any, of expected credit losses to berecognised.
Cash and Cash Equivalents
Cash and cash equivalents are held to meet the working capital requirements of the Group. They include cash in hand, deposits held at call with banks
and other short-term highly liquid investments. Where cash is on deposit with maturity dates greater than three months, it is disclosed as short-term
investments.
Contract Assets
Contract assets arising from Revenue from Contracts with Customers are recognised in accordance with our Revenue Recognition policy, as discussed
separately in this note. The Group applies the simplified approach to assessing expected credit losses in relation to contract assets, as the maturities ofsuch assets are less than 12 months. Based upon the recoverability of contract assets at year end, no significant expected credit loss provision has
been applied.
Share Capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group’s
ordinary shares are classified as equity instruments.
Financial Liabilities
Contingent consideration is initially recognised at fair value and subsequently re-measured through the profit and loss. Trade payables, bank borrowings
and other monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.
Leased Assets
As described in Note 1, the Group has applied IFRS 16 using the modified retrospective approach and therefore comparative information has notbeen restated. This means comparative information is still reported under IAS 17 and IFRIC 4.
Accounting policy applicable from 1 January 2019For any new contracts entered into on or after 1 January 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as ‘acontract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’.
At lease commencement date, the Group recognises a right of use asset and a lease liability on the balance sheet. The right of use asset is measured
at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs todismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any
incentives received).
The Group depreciates the right of use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of
the right of use asset or the end of the lease term. The Group also assesses the right of use asset for impairment when such indicators exist. At thecommencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using theinterest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurementof the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to bepayable under a residual value guarantee, and payments arising from purchase and extension options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any
reassessment or modification, or if there are changes to in substance fixed payments. When the lease liability is remeasured, the corresponding
adjustment is reflected in the right of use asset, or profit and loss if the right of use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low value assets using the practical expedients. Instead of recognising a right ofuse asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
The Group has applied judgement to determine the lease term for contracts in which it is a lessee that include renewal options. The assessment of
whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the lease liabilities and right of use

assets recognised.
Accounting policy applicable before 1 January 2019
Where substantially all of the risks and rewards of ownership are not transferred to the Group (“operating lease”), the total rental payables are charged
to the Consolidated Statement of Comprehensive Income on a straight-line basis over the term of the lease.
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “finance lease”), theasset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property andthe present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability.
Lease payments are analysed between capital and interest. The interest element is charged to the Consolidated Statement of Comprehensive Income
over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance
owed to the lessor.
Employee Benefit Trust
Ordinary shares purchased by the Employee Benefit Trust on behalf of the parent company under the Terms of the Share Option Plan are deductedfrom equity on the face of the Consolidated Statement of Financial Position. No gain or loss is recognised in relation to the purchase, sale, issue orcancellation of the parent company’s ordinary shares.

3. Critical Accounting Estimates and Judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historicalexperience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions.
Judgements
The judgements, apart from those involving estimations, that management have made in the process of applying the entity's accounting policies andthat have the most significant effect on the amounts recognised in the financial statement, are outlined below.


Functional Currency: The Directors have considered the requirements of IAS 21 in determining the currency that most faithfully represents
the economic effects of the underlying transactions, events and conditions to determine the Group's functional currency. Detailed
consideration has been given to both the Primary and Secondary Indicators in forming this conclusion. The Primary Indicators relate torevenues, regulation, competitive forces and costs, while the Secondary Indicators are primarily concerned with financing the business andthe currency in which receipts from operating activities are usually retained. With a mix of currencies dominating the indicators, there is noclear single currency that influences the Group, however the EUR remains marginally the most dominant when all factors are considered.
Therefore the Directors consider the EUR as the currency that most faithfully represents the economic effects of the underlying transactions,
events and conditions.
Business Combinations: When acquiring a business, the Group is required to identify and recognise intangible assets, the determination ofwhich requires a significant degree of judgement. Acquisitions may also result in intangible benefits being brought into the Group, some ofwhich qualify for recognition as intangible assets while other such benefits do not meet the recognition requirements of IFRS and therefore
form part of goodwill. Customer relationships are recognised as separate assets where revenues are recurring in nature and material
revenues have been generated with the customer for a continuous period of 3 years. For the Game Development service line, the key asset
acquired is typically “know-how”, an asset that is not readily measurable and thus intrinsically linked to goodwill. Relationships are typicallyshort term contract based rather than relationship based. Therefore neither customer contracts or customer relationships are typicallyrecognised on the acquisition of an Game Development business.
IFRS 16 Leases: The Group has determined that the Group’s incremental borrowing rate is the appropriate rate to use to discount leaseliabilities. The Group has applied judgement to determine the lease term for contracts in which it is a lessee that include renewal options. The
assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the leaseliabilities and right of use assets recognised.

Estimates and assumptions
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historicalexperience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions.
A number of areas requiring the use of estimates and critical judgements impact the Group’s earnings and financial position. These include revenue
recognition, the computation of income taxes, the value of goodwill and intangible assets arising on acquisitions, the valuation of multimedia tax credits /video game tax relief, leasing and the valuation of defined retirement benefits. The Directors consider that no reasonably possible changes to any of theassumptions used in the estimates would in the view of the Directors give rise to significant risk of a material adjustment to the carrying value of theassociated balances in the subsequent financial year

4. Revenue from Contracts with Customers and Segmental Analysis
Revenue from Contracts with Customers
Revenue recognised in the reporting period arises from contracts with customers, and is predominantly recognised over time. There were no significant
amounts of revenue recognised in the reporting period that were included in a contract liability balance at the beginning of the reporting period, or fromperformance obligations satisfied in the previous reporting period.

Revenue by line of business

2019

2018

€'000

€'000

Art creation*

43,601

33,952

Game development (previously Engineering)*

66,29035,163

Audio

40,41934,190Functional testing*

68,93047,862

Localisation

48,49743,983

Localisation testing

22,63819,751

Player support

36,08835,904326,463

250,805*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Analysis by geographical regions is made according to the Group’s operational jurisdictions. For many contracts, operations are completed in multiple
sites. Revenue is associated with the jurisdiction from which the final invoice to the client is raised. This does not reflect the region of the Group’s
customers; whose locations are worldwide.
2019

2018

€'000

€'000

Ireland

118,095

47,203

United States

52,26552,321

Canada48,112

69,536

United Kingdom

41,76821,205

Switzerland

19,04520,067

Japan

15,501

7,724

Italy

9,395

8,673

France

7,606

8,489

India

6,355

6,323

Germany

1,920

741

Singapore

1,637

1,130

Spain

1,588

1,968

Poland1,285

347

Brazil

802

1,016

China

691

3,126

Mexico398

936

326,463

250,805

Geographical analysis of revenues

No single customer accounted for more than 10% (2018: None) of the Group’s revenue during the year.
Revenue Expected to be Recognised
For Game Development, games are developed to an agreed specification and time schedule, and often have delivery schedules and / or milestones
that extend well into the future. The following are Game Development revenues expected to be recognised for contracts with a schedule of workthat extends beyond one year, representing the aggregate amount of the transaction price allocated to the performance obligations that are
unsatisfied (or partially unsatisfied) as of the end of the reporting period:

Total undelivered

Scheduledcompletion within 1
year

Scheduledcompletion
1-2 years

€’000

€’000

€’000

At 31 December 2019

24,64523,593

1,052

At 31 December 2018

10,417

9,112

1,305

For all service lines excluding Game Development, contracts do not extend to more than one year, therefore we do not disclose information
concerning unsatisfied performance obligations, as allowed under the practical expedient exemption under IFRS 15. This practical expedient is alsoavailed of for Game Development contracts of less than one year in duration.
Segmental Analysis
Management considers that the Group’s activity as a single source supplier of Services to the gaming industry 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 seven main service
groupings.
There is no allocation of operating expenses, profit measures, assets and liabilities to individual product groupings. Accordingly, the disclosures above
are provided on a Group-wide basis.
Activities are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decisionmaker has been identified as the executive management team made up of the Chief Executive Officer and the Chief Financial Officer.

2019

2018

€'000

€'000

United States

84,13984,685

United Kingdom

52,23348,929Canada29,772

11,760Italy

12,222

11,650

Switzerland

10,644

11,117

Ireland

9,296

3,542

China

8,776

7,850

France

6,725

6,318

Spain

5,924

1,535

Germany

5,250

1,097

Japan

3,905

796

Philippines

2,798

595

India

2,526

2,321

Mexico2,164885

Poland1,563

267

Brazil

1,247

888

Russia925

797

Singapore

225

52

Netherlands

64-

Taiwan3

4

240,401

195,088

240,401

195,088-

160

Deferred tax assets

5,060

2,967

Non-current assets

245,461

198,215

2019

2018

€'000

€'000

213,011

163,112(16,063)(12,220)

9,286

4,105

206,234

154,997

2019

2018

€'000

€'000

Depreciation - property, plant and equipment

7,295

5,316

Depreciation - right of use assets

7,849

-

Amortisation of intangible assets

7,318

6,872

Costs of acquisition and integration

4,348

5,296

Short term leases (2018: total lease expense)

1,616

8,708

Costs of acquisition and integration

2019

2018

Geographical analysis of non-current assets from continuing businesses

Geographical analysis of non-current assets from continuing businesses
Investment in associate

5. Cost of Sales and Operating Profit
Cost of sales

Operating expenses
Multimedia tax credits / video game tax relief
Other direct costs

Operating profit is stated after charging:€'000€'000

Post-acquisition integrations costs re: 2019 acquisitions (note 28)

535-

Post-acquisition integrations costs re: 2018 acquisitions

406

758

Fair value adjustments to contingent consideration (note 18)

493

766

Deferred consideration related to continuing employment

567

590

Acquisition related and other borrowing costs

262

693

Acquisition team and related costs

550

614

1,535

1,875

4,348

5,296

2019

2018

€'000

€'000

Parent company and Group audit

285

329

Subsidiary companies audit

202

137

12

16

-

7

499

489

2019

2018

€'000

€’000

74

-

-

791

74

791

Bank charges

(629)

(503)

Interest expense

(934)

(502)

Unwinding of discounted liabilities - lease liabilities

(694)

-

Other re-organisation and restructuring costs

Auditor's remuneration

Audit services:

Non-audit services:
Audit related assurance services
Taxation compliance

6. Financing Income and Cost

Financing income
Interest receivable
Foreign exchange gain

Financing cost

Unwinding of discounted liabilities - deferred consideration

(330)

(311)

(1,658)-(4,245)(1,316)(4,171)

(525)

2019

2018

€'000

€'000

(3)

-

Income tax on profits of subsidiaries

8,523

9,592

Deferred tax (note 26)(1,058)(2,401)

7,462

7,191

Foreign exchange loss

Net financing income / (cost)

7. Taxation

Current income tax
Income tax on profits of parent company

The tax charge for the year can be reconciled to accounting profit as follows:
2019

2018

€'000

€'000

Profit before tax

17,37122,094

Tax charge based on the Effective Tax Rate*

4,519

5,345

Tax settlement regarding a pre-acquisition issue491-

Corporate tax prior year (over) / under provision

(929)

(352)

Deferred tax prior year (over) / under provision and impact of change in tax
rates

(369)

(368)

Items disallowed for tax purposes

4,354

2,205

Exempt and non taxable income

(133)

(588)

Tax incentives(1,524)(1,035)Current year tax losses utilised(1,176)(131)

Current year tax losses where deferred tax has not been provided

1,064

730

State and other direct taxes

1,473

1,529

Other differences - net
Total tax charge

(308)
7,462

(144)
7,191

*Effective tax rate - being the statutory tax rate relative to the profit before
tax in each jurisdiction

26.0%

24.2%

The Group’s subsidiaries are located in different jurisdictions and are taxed on their residual profit in those jurisdictions. The effective tax rate will vary
year on year due to the effect of changes in tax rates and changes in the proportion of profits in each jurisdiction.
Tax effects relating to each component of other comprehensive income:
2019

2018

€'000

€'000

Exchange gain / (loss) in net investments foreign operations

1,267

1,270

Tax (expense) / benefit
Net of tax amount

1,267

1,270

Actuarial gain / (loss) on defined benefit plans

(167)

27

Tax (expense) / benefit
Net of tax amount

5
(162)

6
33

Exchange gain / (loss) on translation of foreign operations

5,960

771

Tax (expense) / benefit
Net of tax amount

5,960

771

2019

2018

€ cent€ cent

Basic

15.23

23.16

Diluted

14.73

22.24

€'000

€'000

9,909

14,903

NumberNumberBasic*

65,081,403

64,335,162

Diluting impact of Share Options

2,187,083

2,679,932

Diluted*67,268,486

67,015,094

8. Earnings per ShareProfit for the period from continuing operations

Denominator (weighted average number of equity shares)

510,350* Includes (weighted average) shares to be issued

1,321,707

Contingently issuable Ordinary Shares are excluded from the computation of diluted earnings per Ordinary Share where the conditions governing
exercisability have not been satisfied:

2019

2018

NumberNumber

LTIPs

2,067,536

951,800

Share options

1,128,000

544,900

3,195,536

1,496,700

Details of the number of share options outstanding at the year-end are set out in note 17.

9. Dividends
Dividends paid
In respectofApprovaldate€ cent per
share

Pence STG
per share

Total
dividend€'000

Payment
date

Final

2017

Apr-18

1.11

0.98

696

Jun-18Interim2018

Sep-18

0.60

0.53

384

Oct-18

1.71

1.51

1,080

Dividends paid to shareholders 2018
Final

2018

Apr-19

1.21

1.08

773

Jun-19Interim2019

Sep-19

0.65

0.58

424

Oct-19

1.86

1.66

1,197

Dividends paid to shareholders 2019

The Group does not recognise deferred tax on unremitted retained earnings, as in general, retained earnings are continually re-invested by the Groupand dividends are only remitted where there are minimal tax consequences.
At 31 December 2019, Retained earnings available for distribution (being retained earnings plus share option reserve) in the Company were €16.4m(2018: €4.1m). The Directors do not foresee any impediment in continuing to implement the dividend policy of the Group.
Following on distributions made in 2016 and 2017 that were not fully in compliance with the Companies Act 2006, the Directors have implemented legal
advice to ensure ongoing compliance and rectify the oversights in earlier periods, which was envisaged in the Annual Report and Accounts 2018.
Following the approval by shareholders of a specific resolution at the 2019 AGM, the Company entered into deeds of release, to put all relevant parties
in the position where they were always intended to be, had the relevant dividends been made in accordance with the Act. Interim accounts for theCompany have also been filed at Companies House to support the payment of an interim dividend in 2019.

10. Staff Costs
Total staff costs (including Directors) comprise the following:Group

Salaries and related costs
Share option expense

2019

2018

€'000

€'000

201,158
9,775

146,785
4,129

210,933

150,914

2019

2018

6,778

4,733

The average number of employees comprises the following:Group
Average number of employees
Operations
General and administration

646

505

7,424

5,238

Key management compensation is as follows:

Salaries and related costs
Social welfare costs
Pension costs
Share option expense

2019

2018

€'000

€'000

1,384
140
35
943

907
99
27
501

2,502

1,534

The key management compensation includes compensation to eight Directors of Keywords Studios PLC during the year (2018: seven).
The key management compensation presented for 2019 also includes additional executives of the Group, of which only one was included in 2018.

11. Goodwill

2019
€'000
At 1 January 2018

108,062

Recognition on acquisition of subsidiaries (note 28)

43,144

Exchange rate movement

2,996

At 31 December 2018

154,202

Recognition on acquisition of subsidiaries (note 28)

16,950Exchange rate movement

4,487

At 31 December 2019

175,639

The Group assesses the carrying value of goodwill each year on the basis of budget projections for the coming year extrapolated using a one to five
year growth rate and a terminal value calculated using a long term growth rate projection. The discount rates used of 12.5% (2018: 12.5%) is based on
the Board’s assessment of the WACC of the Group. The WACC assessment is supported by an annual independently calculated report, using theCapital Asset Pricing Model. However, the Board have excluded the impact of short term market volatility on these calculations in determining the GroupWACC.
Key Assumptions
Sensitivity analysis

Actual
2019

2018

2019

2018

2019

2018

1 to 5 year growth rate assumption

10%

10%

15%

15%

5%

5%

Long term growth rate assumption

2%

2%

2%

2%

2%

2%

Value in use (€m)

469

445

560

532

398

378

Carrying value - goodwill (€m)

176

154

The value in use calculations were consistently calculated year over year, with no significant changes in the assumptions made. The result of the value
in use calculations was that no impairment is required in this period.

12. Intangible Assets
Customer
relationships

Intellectual
property /Development
costsMusic licences

Total

€'000

€'000

€'000

€'000

At 1 January 201829,282--

29,282

Recognition on acquisition of subsidiaries

6,564

-

362

6,926

-

1,521

78

1,599

867

-

(4)

863

Cost

AdditionsExchange rate movement

At 31 December 2018

36,713

1,521

436

38,670Recognition on acquisition of subsidiaries

-

1,615

-

1,615

Additions

-

391

-

391

907

-

18

925

37,6203,527

454

41,601

At 1 January 2018

5,734

-

-

5,734

Amortisation charge

6,758

-

114

6,872

179

-

1

180

At 31 December 201812,671-

115

12,786

Amortisation charge

7,001

-

317

7,318

346

-

21

367

20,018-453

20,471

At 31 December 2018

24,042

1,521

321

25,884

At 31 December 2019

17,6023,527

121,130Exchange rate movement
At 31 December 2019
Amortisation

Exchange rate movement

Exchange rate movement
At 31 December 2019
Net book value

Customer relationships, intellectual property / development costs and music licences are amortised on a straight-line basis over five years. Customer
relationships and music licence amortisation commences on acquisition, whereas intellectual property/development costs amortisation commences
when the product is launched.

13. Property, Plant and Equipment
Group

Computers andsoftware

Office furniture andequipment

Leaseholdimprovements

Total

€'000

€'000

€'000

€'000

At 1 January 2018

12,474

4,316

3,424

20,214Currency revaluation

(114)

(15)

27

(102)

Additions

Cost

6,248

1,082

2,110

9,440

Acquisitions through business combinations
at fair value

362

272

332

966

Disposals

(645)

(248)

(89)

(982)

At 31 December 2018

18,325

5,407

5,804

29,536

Currency revaluation

1,042

275

497

1,814

Additions

6,815

1,657

4,673

13,145

300

232

231

763

Disposals(1,639)

(824)

(44)

(2,507)

At 31 December 201924,843

6,747

11,16142,751

At 1 January 2018

7,252

2,222

629

10,103Currency revaluation

(51)

11

74

34

Depreciation charge

3,805

643

868

5,316

Disposals

(645)

(185)

(89)

(919)

At 31 December 2018

10,361

2,691

1,482

14,534

Acquisitions through business combinations
at fair value

Accumulated depreciation

Currency revaluation

639

160

267

1,066

Depreciation charge

5,226

703

1,366

7,295

Disposals(1,501)

(803)

(3)

(2,307)

At 31 December 2019

14,725

2,751

3,112

20,588At 31 December 2018

7,964

2,716

4,322

15,002

At 31 December 201910,118

3,996

8,049

22,163

Net book value

14. Trade Receivables
2019

2018

€'000

€'000

Trade receivables

44,526

38,736

Provision for bad debts (note 23)(1,283)(1,717)

Financial asset held at amortised cost

43,24337,019Group

Trade receivables arise from revenues derived from contracts with customers.

15. Other Receivables
2019

2018

€'000

€'000

Accrued income from contracts with customers

7,010

6,317

Prepayments and rent deposits

4,089

2,490

Other receivables

3,151

2,459

Multimedia tax credits / video games tax relief

17,626

10,820Tax and social security

3,537

1,373

35,41323,459Group - Short Term

Accrued income from contracts with customers, represent mainly contract assets in process and related items. The movement in the year is comprisedof transfers in and out as items are accrued and subsequently invoiced to customers, with no significant amounts written off or impaired in the period.

16. Shareholders’ Equity
Share Capital

Issue
date

Per share €At 1 January 2018

Number ofordinary£0.01 shares

Number ofordinary£0.01 shares- to be issued

Sharecapital
€’000

Share
premium€’000

Mergerreserve
€’000

Share
capitalto beissued€'000

61,708,205

2,172,000

737

102,054

28,878

11,620Acquisition related issuance of shares:
Cord and Laced

09-Apr

17.48-

73,744

-

-

-

1,289

Synthesis

24-Apr2.91

1,188,263(1,188,263)

15

-

3,440

(3,455)Synthesis in lieu of deferred cash

24-Apr

19.39

51,562

-

1

-

999

-

Fire Without Smoke

30-May20.12-

77,006

-

-

-

1,550

Mindwalk

14-Jun3.67

513,189(513,189)

6

-

1,880

(1,886)Blindlight

11-Jun20.57-

64,521

-

-

-

1,327

Snowed In

20-Jul19.55-

37,983

-

-

-

743

Studio Gobo and Electric Square

20-Aug19.74-

254,529

-

-

-

5,024

The Trailerfarm

18-Sep21.33-

11,070

-

-

-

236

Around the Word

01-Oct12.07

66,262(66,262)

1

-

799

(800)

1,819,276(1,248,861)

23

-

7,118

4,028

260,805

-

3

171

-

-

63,788,286

923,139763

102,225

35,996

15,64860,179

-

-

-

750

Acquisition related issuance of shares
Issue of shares on exercise of share options

0.67

At 31 December 2018
Acquisition related issuance of shares:
Sunny Side Up

04-Jan12.46-

Sperasoft

16-Jan16.48

243,442(243,442)

3

-

4,010

(4,013)

Sperasoft re: bonus to employees

16-Jan

14.13

7,801

-

-

-

110

-

Fire Without Smoke

04-Jun20.12

77,006(77,006)

1

-

1,548

(1,549)Red Hot

06-Jun9.12

160,297(160,842)

2

-

1,461

(1,468)Descriptive Video Works

11-Jun17.93-

35,560

-

-

-

638

Blindlight

26-Jun20.57

64,521(64,521)

1

-

1,326

(1,327)

Snowed in

12-Aug19.55

37,983(37,983)

-

-

743

(743)

Studio Gobo and Electric Square

20-Aug19.74

254,949(254,529)

3

-

5,021

(5,024)The Trailerfarm

24-Sep21.31

11,070(11,070)

-

-

236

(236)

TV+SYNCHRON

01-Oct13.12-

68,608

-

-

-

900

Ichi

26-Nov

15.94-

70,246

-

-

-

1,120

Kantan12-Dec15.86-

41,382

-

-

-

614

857,069(573,418)

10-

14,455(10,338)

567,160

-

7

754

-

-

65,212,515

349,721780

102,979

50,451

5,310

Acquisition related issuance of shares
Issue of shares on exercise of share options

1.34

At 31 December 2019

There is no limit to the number of shares which the Company can issue, nor are there are any restrictions on dividends or distributions on such shares.
Shares to be issued are valued at the share price at the date of acquisition, and are recorded as shares to be issued, in accordance with IAS 32.16.
Shares held in the Employee Benefit Trust (“EBT”)

2019

Ordinary shares held in the EBT

2018

Shares€’000

Shares€’000

335,425

1,997

335,425

1,997

Reserves
The following describes the nature and purpose of each reserve within owners’ equity:
Reserve

Description and purpose

Retained earnings

Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income.

Foreign exchange reserve

Gains or losses arising on retranslation of the net assets of the overseas operations into Euro.

Share premium

The share premium account is the amount received for shares issued in excess of their nominal value, netof share issuance costs.

Share option reserve

The share option reserve is the credit arising on share-based payment charges in relation to theCompany’s share option schemes.

Share capital - to be issued

For deferred consideration which is to be provided for by the issue of a fixed number of shares at a futuredefined date, where there is no obligation on Keywords to offer a variable number of shares, the deferredconsideration is classified as an Equity Arrangement and the value of the shares is fixed at the date of theacquisition.
Merger reserve

The merger reserve was initially created following the Group reconstruction, when Keywords Studios PLC
acquired the Keywords International Limited Group of companies.
When the Group uses Keywords Studios PLC shares as consideration for the acquisition of an entity, thevalue of the shares in excess of the nominal value (net of share issuance costs) is also recorded within thisreserve, in line with S612 of the Companies Act 2006.

17. Share Options
In July 2013, at the time of the IPO, the Company put in place a Share Option Scheme and a Long Term Incentive Plan (“LTIP”). The charge in relation
to these arrangements is as follows:

2019

2018

€'000

€'000

Share option scheme expense

1,520

646

LTIP option expense

8,255
9,775

3,483
4,129

Of the total share option expense, €754k relates to Directors of the Company (2018: €501k).
Share Option Scheme
Share options are granted to Executive Directors and to permanent employees. The exercise price of the granted options is equal to the market price ofthe shares at the time of the award of the options. The Company has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2019
Average exercise
price in £ per share

2018
Number ofoptions

Average exercise
price in £ per share

Number ofoptions

Outstanding at the beginning of the period

7.11

1,832,701

2.79

1,375,201

Granted15.88

729,000

17.10

591,000

Lapsed14.74(175,807)

13.24(65,246)

Exercised

2.66(237,792)

1.93(68,254)

Outstanding at the end of the period

9.96

2,148,102

7.11

1,832,701

Exercisable at the end of the period

1.89

809,440

1.47

706,524

Weighted average share price at date of exercise

15.98

17.68

Summary by year

Year of Option

2013

2015

2016

2017

2018

2019

Exercise price

£1.20

£1.58

£2.54

£7.76

£17.10£15.88

Outstanding at the beginning of the period

Total275,484

605,033

139,184

268,500

544,500-

1,832,701

Granted

-

-

-

-

-

729,000

729,000

Lapsed-(1,422)(7,005)(21,880)(75,000)(70,500)(175,807)

Exercised(96,925)(59,130)(40,950)(40,787)--(237,792)

Outstanding at the end of the period

178,559

544,481

91,229205,833

469,500

658,500

2,148,102

Exercisable at 31 December 2019

178,559

544,481

41,567

44,833--

809,440

Exercisable 2020--

49,66280,500156,500-

286,662

Exercisable 2021

-

-

-

80,500156,500

219,500

456,500

Exercisable 2022

-

-

-

-

156,500

219,500

376,000

Exercisable 2023

-

-

-

-

-

219,500

219,500

The inputs into the Black-Scholes model, used to value the options are as follows:Year of Option

2013

2015

2016

2017

2018

2019

Weighted average share price (£)

£1.23

£1.64

£2.54

£7.74

£17.21£16.09Weighted average exercise price (£)

£1.20

£1.58

£2.54

£7.76

£17.10£15.88Fair value at measurement date (€)

€0.81

€0.56

€0.40

€1.13

€3.79

€4.96

Average expected life

4 Years

4 Years

4 Years

4 Years

4 Years

4 Years

Expected volatility

36.12%

28.03%

27.17%

24.79%

35.87%

45.43%

Risk free rates

0.50%

0.90%

0.58%

0.16%

0.89%

0.81%

Average expected dividend yield

1.00%

0.75%

0.55%

0.21%

0.10%

0.10%

-

-

5

17

29

41

Weighted average remaining life of options in months

Total

26

Expected volatility was determined by reference to KWS volatility. The expected life used in the model has been adjusted based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Long Term Incentive Plan
LTIP share awards are subject to outperforming the designated share index over a three-year period.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2019
Average exercise
price in £ per share

2018
Number ofoptions

Average exercise
price in £ per share

Number ofoptions

Outstanding at the beginning of the period

0.01

2,677,467

0.01

1,976,416

Granted0.01

1,298,136

0.01

996,000

Lapsed0.01(200,367)

0.01(102,398)

Exercised

0.01(329,368)

0.01(192,551)

Outstanding at the end of the period

0.01

3,445,868

0.01

2,677,467

Exercisable at the end of the period

0.01

732,299

0.01

436,667

Weighted average share price at date of exercise

16.17

17.50

Summary by year

Year of option

2013

2015

2016

2017

2018

2019

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

222,238

214,429

625,000

664,000

951,800-

2,677,467

Granted

-

-

-

-

-

1,298,136

1,298,136

Lapsed---(20,000)(94,800)(85,567)(200,367)

Exercised(17,965)(13,470)(297,933)---(329,368)

Outstanding at the end of the period

204,273

200,959

327,067

644,000

857,000

1,212,569

3,445,868

Exercisable at 31 December 2019

204,273

200,959

327,067---

732,299

Exercisable 2020

-

-

-

644,000--

644,000

Exercisable 2021

-

-

-

-

857,000-

857,000

Exercisable 2022

-

-

-

-

-

1,212,569

1,212,569

Year of option

2013

2015

2016

2017

2018

2019

Weighted average share price (£)

£1.60

£1.63

£2.56

£7.75

£17.24£16.05Weighted average exercise price (£)

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

Exercise price
Outstanding at the beginning of the period

Total

Total

Fair value at measurement date (€)

€0.62

€1.38

€1.74

€4.96

€11.83€13.98Average expected life

3 Years

3 Years

3 Years

3 Years

3 Years

3 Years

Expected volatility

36.12%

28.21%

27.11%

24.79%

35.87%

45.26%

Risk free rates

0.50%

0.88%

0.54%

0.16%

0.89%

0.79%

-

-

-

5

17

29

Weighted average remaining life of options inmonths17

LTIP’s vest on the third anniversary of the grant, if the market performance criteria are met. LTIPs must be exercised before the seventh anniversary of
the grant.
The options were valued using a Monte Carlo binomial model using the following inputs:

Expected volatility was determined by reference to KWS volatility. The expected life used in the model has been adjusted based on
management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
As any dividends earned are to be re-invested into the business the impact of dividends has been ignored in the calculation of the LTIP shareoption charge.

18. Other Payables
Group

2019

2018

€'000

€'000

Accrued expenses

22,80916,671

Payroll taxes

3,833

2,338

Other payables (ii)

6,104

3,890

Deferred and contingent consideration (i)5,966

18,249-5

38,712

41,153

Other payables

216

5

Deferred and contingent consideration (i)

69

1,057

285

1,062

Current liabilities

Related party payableNon-current liabilities(i)

The movement in deferred and contingent consideration during the financial year was as follows:

Group

2019

2018

€’000

€’000

Opening balance

19,306

3,642

Consideration settled by cash

(14,711)(1,603)

Consideration settled by shares-(1,000)

Unwinding of discount (note 6)

330

311

Additional liabilities from current year acquisitions (note 28)237

17,068Fair value adjustments (note 5)

493

766

Translation adjustment

380

122

6,035

19,306

In general, in order for contingent consideration to become payable, pre-defined profit and/or revenue targets must be exceeded. The valuation ofcontingent consideration is derived using data from sources that are not widely available to the public and involves a degree of judgement (Level 3
input in the fair value hierarchy). On an undiscounted basis, the Group may be liable for deferred and contingent consideration ranging from €nil toa maximum of €6.163m. A 10% movement in expected performance results, has no impact on the fair value of the contingent consideration, andhence there are no reasonably probable changes to the assumptions and inputs (including the discount rate), that would lead to a material change
to the fair value of the total amount payable.
(ii)

Other payables includes deferred income from contracts with customers of €2,609k (2018: €312k), which mainly comprise items invoiced
prior to services being delivered. The movement in the year is comprised of transfers in and out as items are deferred and subsequently
recognised as revenue.

19. Employee Defined Benefit Plans
In line with statutory requirements in France, Italy and India, we are required to maintain employee defined benefit termination payment schemes.
In France, employees are entitled to a lump-sum on retirement or early termination, based on salary and length of service ('Indemnité de Fin de Carrière'or IFC), entitling the Group's French employees to benefits of up to 2 month’s salary per year of service.
In Italy, on leaving employment, each employee is entitled to 1/13.5 of their final salary for each year of service ('Trattamento di Fine Rapporto' or TFR).
In India, in compliance with statutory requirements, employees with over 5 years service are entitled a termination benefit of 15/26 of monthly salary foreach year of service ('Gratuity' benefits).
The Group commissions an actuarial valuation of the related liabilities in each jurisdiction annually.
The liabilities at year end are recorded as long term. The actuarial gain or loss is recorded separately within Other comprehensive income. The
movements through the year are as follows:
Group

Opening liabilities at 1 January

2019

2018

€'000

€'000

1,378

1,055

Liabilities in India recognised at 1 January 2018-188

Liabilities in France recognised at 1 January 2019

210-

Service cost

307

247

Interest cost35

32

Benefits paid

(48)

(117)

Actuarial (gain) / loss recorded

167

(27)

Closing liabilities at 31 December

2,049

1,378

The Directors have considered the key specific risk factors which the Group faces due to the employee defined benefit plans which are in place. Having
fully considered all specific elements of these plans the Directors believe that the key issues faced are as follows:

The plan is currently 100% unfunded, there are no specific assets to meet the future liabilities as they fall due, as such there will be acash flow impact as the liabilities must be met with current working capital as they fall due.

The Group has taken no specific actions to mitigate against these factors as due to the long-term nature of the plans it is expected that there will be no
sudden financial impact on the Group’s results caused by any of these factors. A maturity profile of the obligation is not presented as the liability is not
significant in the context of the Group, and due to the age profile of employees a significant outlay is not anticipated for the foreseeable future.
In 2020, the Group expects the costs of the employee benefit plan to be in line with current year levels, as staff levels are anticipated to not change
significantly in the period.
The actuarial valuation is based on the Projected Unit Credit Method, in line with IAS 19.

2019

2018

Cost for year

€'000

€'000

Service cost

307

247

Interest cost

35

32

Liabilities in France recognised at 1 January 2019

210-

Actuarial (gain) / loss

167

(27)

719

252

2019

2018

€'000

€'000

Change due to experience28

2Change due to demographical assumptions

(24)

(38)

Change due to financial assumptions

163

9

167

(27)

Actuarial (gain) / loss

Assumptions Underlying the Actuarial Valuations and Sensitivities of the Assumptions
For the actuarial valuations the following demographic and economic and financial assumptions were applied:Mortality probabilities were derived from the population demographics, as recorded by the Government Statistics Offices in eachjurisdiction.

Disability, retirement age and other relevant demographic assumptions were taken from relevant life assurance statistics.
Certain inputs were estimated by management including:oEmployee attrition rates, estimated based on company experience in each jurisdiction.
o
In Italy, TFR rules allow for early drawdown of benefits in certain circumstances. Such advances were estimated on the basis ofcompany experience.

Economic and Financial Assumptions
Salary increase
Inflation
Discount rate

2019
3.38%
2.06%
1.64%

2018
3.08%
2.18%
2.43%

Staff (number)

749

558

Average age (years)

31

32

Average service (years)

43Interest Rate Sensitivities

2019
€'000

2018
€'000

(0.25%)

2,179

1,456

0.25%

1,964

1,308

(0.025%)

2,056

1,379

0.025%

2,054

1,378

(0.50%)

2,090

1,389

0.50%

2,046

1,369

(0.50%)

2,033

1,370

0.50%

2,103

1,390

2019

2018

€'000

€'000

80

40,071--

59,671

230

59,75140,301Key Statistics

Mortality Rate Sensitivities

Staff Turn Over Rate Sensitivities

Staff Salary Increases Rate Sensitivities

20. Loans and Borrowings
Group

Expiry within 1 year
Expiry between 1 and 2 years
Expiry over 2 years

In 2019 the Company amended and extended it’s existing Syndicated Bank revolving credit facility ('RCF').
The RCF allows financing of up to €100 million, with an option to increase this by up to €40m to a total of €140 million. The RCF extends to October
2022, with an option to extend this maturity date by up to a further 2 years.
In connection with the RCF, security has been granted over the major subsidiaries of the Group and the lenders also require the Group to comply withand report interest cover and leverage ratios in connection with its financial covenants. There were no changes to these covenant requirements in theamended RCF. The Group was in full compliance with its financial covenants throughout each of the periods presented. Non-compliance with terms of
the RCF could result in lenders refusing to advance more funds, or in the worst case, calling in outstanding loans.
While technically the borrowings are repaid and re-borrowed multiple times during the term of the RCF, so long as the Group remains compliant with thefinancial covenants and certain other terms of the RCF, the debt is rolled from one period to another, with the legal and commercial substance of amulti-year committed facility. Hence the Group has presented the RCF as a non-current liability, while in the prior period, the original RCF arrangement
was presented as a current liability, because the arrangements were in the process of being re-negotiated.
There were a number of drawdowns during the financial year to fund new acquisitions. During 2019, excess funds of €7.5m were used to make a partial
repayment of outstanding loans. As at 31 December 2019 the Group had €59.5 million outstanding under the RCF, at a rate based on a margin over

EURIBOR, plus a separate margin charged for the unutilised facility.
Loans owed by Keywords Studios QC-Interactive Inc at the end of 2018 of €0.3m reduced to €0.25m during 2019.
Loans and borrowings (classified as financial liabilities under IFRS 9), are held at amortised cost. Interest expenses which are calculated using theeffective interest method, are disclosed in note 6.
The currencies of these loans are as follows:

Group

Euro
Canadian Dollars

2019

2018

€'000

€'000

59,50040,000251

301

59,75140,301

21. Subsidiaries
The results and financial position of all the subsidiaries are included in the consolidated financial statements.
Details of the Group as at 31 December 2019 are set out below:

Name

Country ofincorporation

Date of incorporation/ acquisition

Proportion of
voting rights andordinary sharecapital held

Registered office

Keywords International Ltd

Ireland13-May-98

100%

Whelan House, South County Business
Park, Dublin 18, Ireland.

Keywords International Co Ltd

Japan

30-Nov-10

100%

5F, Aoba No.1 Bldg. 2-3-1 Kudanminami,
Chiyoda, Tokyo, 102-0074 Japan.

Keywords International Inc

USA

26-Sep-12

100%18300 Redmond Way, Suite 120,
Redmond, WA 98052

KW Studios Limited *UK

29-May-13

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Liquid Violet Ltd *UK

15-Jan-14

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Keywords Studios QC-Games
Inc.

Canada(Quebec)

17-Feb-14

100%

1751 Richardson, suite 8400, Montréal,
Québec, Canada H3K1G6

Babel Media USA Inc

USA

17-Feb-14

100%

251 Little Falls Drive, Wilmington, DE
19808, USA

Babel Media India Private
LimitedIndia

17-Feb-14

100%

3rd floor, Vardhman Orchard Plaza, Plot
No 4, LSC, West Enclave, Pitampura,
New Delhi, 110034, India

Babel Media Ltd *UK

17-Feb-14

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Keywords International Pte.
LimitedSingapore

24-Apr-14

100%

20 Kallang Avenue, #06-6A, Lobby B,
Pico Creative Centre, Singapore 339411

Keywords Studios Italy S.R.L.

Italy

08-May-14

100%

Via Egadi 2, Milano, MI, 20144, Italy

Keywords Studios Los Angeles,
Inc (Formerly Binari Sonori
America, Inc)

USA

08-May-14

100%

350 N. Glenoaks Blvd., Suite 305,
Burbank, CA 91502, USA

Binari Sonori Audio Productions
LLC

USA

08-May-14

100%

350 N. Glenoaks Blvd., Suite 305,
Burbank, CA 91502, USA

Lakshya Digital Private Limited *India

09-Oct-14

100%

3rd floor, Vardhman Orchard Plaza, Plot
No 4, LSC, West Enclave, Pitampura,
New Delhi, 110034, India

Edugames Solutions Private
LimitedIndia

09-Oct-14

100%

D – 3/C, Munirka Flats, New Delhi –110067Lakshya Digital Singapore Pte.
Ltd

Singapore

09-Oct-14

100%

20 Kallang Avenue, #06-6A, Lobby B,
Pico Creative Centre, Singapore 339411

Keywords Studios QC-Tech Inc.

Canada(Quebec)

06-Jan-15

100%

1751 Richardson Street Suite 8400
Montreal QC H3K 1G6 Canada

Keywords International
Barcelona SL

Spain

09-Jan-15

100%

Passeig de Gràcia 49, 1er2a, 08007
Barcelona, Catalonia, Spain

Keywords do Brasil Localizacao
e Traducao Ltda

Brazil

18-Jan-15

100%

Av. Churchill, 109 – Sala 204 – Centro,
Rio de Janeiro-RJ, Brazil CEP: 20020-050

Keywords (Shanghai)
Information Technology Ltd

China

02-Apr-15

100%

142 Room, Building 7, No.311 Jin Gao
Road, Pudong New District, Shanghai

Keywords Studios Spain SLU

Spain

16-Jul-15

100%

Julián Camarillo 6A, 3B, 28037 Madrid,
Spain

Kite Team Mex S.de R.L. de. CV(Currently in process ofchanging name to Keywords
Studios Mexico, S. de R.L. de
C.V.)

Mexico16-Jul-15

100%

Av. Insurgentes Sur 1853,
Guadalupe Inn,
01020 Ciudad de México,
CDMX Mexico

Liquid Development LLC

USA

19-Aug-15

100%

411 SW 2nd Ave #300, Portland, OR
97204, USA

Keywords Asia Private Ltd

Singapore

15-Mar-16

100%

20 Kallang Avenue #06-6A, Lobby B
Pico Creative Centre
Singapore 339411

Synthesis Deutschland GmbH *Germany

12-Apr-16

100%

Holstenkamp 46 A, Bahrenfeld, 22525
Hamburg, Germany

Synthesis Global Solutions SAS *Switzerland

12-Apr-16

100%

Corso Elvezia 16, 6900 Lugano, Ticino,
Switzerland

Keywords Studios France SAS

France08-Jun-16

100%

11 rue Torricelli, 75017 Paris, France

Player Research Ltd

UK

26-Oct-16

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Keywords Studios QCInteractive Inc.

Canada(Quebec)

16-Nov-16

100%

1751 Richardson Street Suite 8400
Montreal QC H3K 1G6 Canada

SPOV LtdUK

16-Feb-17

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Xloc Inc.

USA

08-May-17

100%

712 Presnell Court, Raleigh, NC 276151240, USA

GameSim Inc.

USA

16-May-17

100%

12000 Research Parkway, Suite 436,
Orlando, FL 32826, USA

Strongbox Ltd

Seychelles

19-May-17

100%

Suites 103, 106 and 107 Premier
Building, Victoria, Mahe, Seychelles

Red Hot Software (Shanghai) Ltd

China

19-May-17

100%

Dong Ti Yu Hui Road #860, Building 5,
4th Floor, Shanghai,
China

Red Hot Software (Zhengzhou)
Ltd

China

19-May-17

100%

Room 207, 11th Floor, Building No. 3,
No. 57 Ke Xue Da Dao, Zheng Zhou, He
Nan, China

Eastern New Media Limited

Hong Kong

19-May-17

100%

Flat/Rm 4304, 43F, China Resources
Building, 26 Harbour Road, Wanchai,Hong Kong

PT Limitless Indonesia

Indonesia

19-May-17

100%

JI. Timoho II, No. 32, Yogyakarta,

Around the Word GmbHGermany

03-Aug-17

100%

Rosenstrasse 2, D-10178 Berlin

D3T LtdUK

19-Oct-17

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Keywords US Holdings Inc

USA

23-Oct-17100%1209 Orange Street, Wilmington, New
Castle County, Delaware 19801, USA.

Keywords Canada Holdings Inc.

Canada(Quebec)

27-Oct-17

100%

1751 Richardson Street Suite 8400
Montreal QC H3K 1G6 Canada

Keywords Studios BC Inc.

Canada (BC)27-Oct-17100%

400-725 Granville Street, Vancouver, BC
V7G 1G5, Canada

VMC Consulting CorporationUSA

24-Oct-17

100%

11611 Willows Road NE, Redmond, WA
98052, United States of America

Sperasoft Poland Spólka z.o.o.

Poland13-Dec-17100%

Ul. Na Kozłówce 27, 30-664 Kraków,
PolandSperasoft Studios LLC

Russia13-Dec-17

100%196084, Russia, Saint-Petersburg,
Kievskaya street, 5 – building

Sperasoft Inc

USA

13-Dec-17

100%1013 Centre Road, Suite 403-B,
Wilmington, DE 19805, USA

Keywords Studios Ltd *Ireland27-Mar-18

100%

Whelan House, South County Business
Park, Dublin 18, Ireland.

Keywords UK Holdings Limited

UK

28-Mar-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Keywords Ventures Limited

UK

06-Apr-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Laced Music Ltd

UK

07-Apr-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Cord Worldwide Ltd

UK

07-Apr-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Cord Artists Management
LimitedUK

07-Apr-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Paleblue Limited

UK

07-Apr-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Fire Without Smoke Ltd

UK

29-May-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Fire Without Smoke Inc.

USA

29-May-18

100%12701 Marblestone Drive, Suite 330,
Woodbridge, Virginia, 22192 USA

Blindlight LLC

USA

08-Jun-18

100%8335 Sunset Blvd.
West Hollywood, CA 90069 USA

Snowed In Studios, Inc

Canada(Ontario)

19-Jul-18

100%

400 - 981 Wellington Street
West Ottawa, Ontario K1Y 2Y1
CanadaStudio Gobo Limited

UK

17-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Bitsy SG Limited

UK

17-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Electric Square Limited

UK

17-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Alset LtdUK

17-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Itsy SGD Limited

UK

17-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

d3t Development Ltd

UK

30-Aug-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

The Trailerfarm Limited

UK

13-Sep-18

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Sunny Side Up Inc.

Canada03-Jan-19

100%

355 De La Silice Street, Boischatel,
Quebec City, G0A 1H0, Canada

AppSecTest Limited

UK

22-Jan-19

48%

Unit 13 Orton Enterprise Centre,
Bakewell Road, Peterborough,Cambridgeshire, United Kingdom, PE2
6XU

Keywords Studios Netherlands
B.V.

Netherlands

05-Feb-19

100%

Juliana van Stolberglaan 4-10, 2595CL
The Hague, the Netherlands

Wizcorp Inc

Japan

18-Apr-19

100%

3-10-14, Higashi-Nihonbashi 3-chome,
Sunrise Tachibana 6F, Chuo-ku, Tokyo,
Japan

Descriptive Video Works Inc.

Canada11-Jun-19

100%

400-725 Granville Street, Vancouver, BC
V7G 1G5, Canada

Descriptive Video Works USA
Inc

USA

11-Jun-19

100%

300 Deschutes Way SW 304, Tumwater,WA, 98501, United States

Keywords Germany HoldingsGmbH

Germany

06-Sep-19

100%

Moriz Seeler Straße 5-7, Franz Ehrlich
Haus, 12489 Berlin, Germany

TV+SYNCHRON Berlin GmbHGermany

01-Oct-19

100%

Moriz Seeler Straße 5-7, Franz Ehrlich
Haus, 12489 Berlin, Germany

Ichi Holdings Limited

UK

26-Nov-19

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Ichi Limited

UK

26-Nov-19

100%

201 Temple Chambers, 3-7 Temple
Avenue, London, England, EC4Y 0DT

Ichi Creative Ltd Inc

USA

26-Nov-19

100%1679 South DuPont Highway, Suite 100,
City of Dover, Kent, 19901, USA

9145 - 9115 Inc

Canada04-Dec-19

100%

1751 Richardson Office 8400, Montreal,
Canada, H3K 1G6

Xcelerator Machine Translations
LimitedIreland12-Dec-19

100%

Invent, Dublin City University,
Glasnevin, Dublin 9, Ireland* indicates a direct subsidiary (all other holdings are indirect, being subsidiaries of various intermediate group holding companies).

Post acquisition, the Group reviews entities to streamline activities and close any dormant entities acquired or restructured entities. Re-structuring
details are set out below:

Name

Country ofIncorporation

Date of incorporation/ acquisition

Keywords International
Corporation Inc.

Canada22-Dec-10

Proportion of
voting rights andordinary sharecapital held

100%

Re-structuring details

Date of restructuring

Merged into Keywords Canada Holdings
Inc.

01-Jan-19

Volta Creation Inc.

Canada28-Jul-16

100%

Merged into Keywords Canada Holdings
Inc.

01-Jan-19

Global Video Games Services
Inc.

Canada16-Nov-16

100%

Merged into Keywords Canada Holdings
Inc.

01-Jan-19

Sillabit S.R.L

Italy

12-Apr-16

100%

Merged into Keywords Studios Italy
S.R.L.

01-Jan-19

Cord World Wide Spain, SL

Spain

07-Apr-18

100%

Dissolved

23-Dec-19

22. Related Parties and Shareholders
Italicatessen Limited, a company registered in Ireland, is related by virtue of a common significant shareholder. P.E.Q. Holdings Limited is 100% ownerof Italicatessen Limited. At 31 December 2019, P.E.Q. Holdings Limited owned 5.37% (2018: 6.3%) of the Company. In addition, Mr. Giorgio Guastalla
is a Director of Italicatessen Limited, P.E.Q. Holdings Limited and the Company, and owns, or controls, 90% of the share capital of P.E.Q. Holdings
Limited.
The following transactions arose with Italicatessen Limited, which provides canteen services to Keywords International Limited, on an arms length basis:

2019

2018

€'000

€'000

73

44

73

44

2019

2018

€'000

€'000

13

5

13

5

Operating expenses
Canteen charges

The following are year-end balances owing by the Group:

Italicatessen Limited

The Group paid the following amounts, on an arms length basis, to Mr. Giorgio Guastalla, Director of the Company, and shareholder of P.E.Q. Holdings
Limited, in respect of rent on premises occupied by employees of the Group in Dublin.

2019

2018

€'000

€'000

25

22

25

22

Operating expenses
Rental payment

The details of key management compensation (being the remuneration of the Directors) are set out in note 10.

23. Financial Instruments and Risk Management
Interest Rate Risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group’s income andoperating cash flows are substantially independent of changes in market interest rates. The management monitors interest rate fluctuations on acontinuous basis and acts accordingly.
Where the Group has a significant amount of surplus cash, it invests in higher earning interest deposit accounts.
Due to interest rate conditions, the interest rates for short-term deposits are at similar levels to those achieved for longer-terms.
The effect of a strengthening or a weakening of 1% in interest rates charged during the reporting period on the interest expense would have resulted in thefollowing pre-tax profit / (loss) impact for the year:

Interest expense

1%
Strengthening

1%
Weakening

1%
Strengthening

1%
Weakening

2019

2019

2018

2018

€’000

€’000

€’000

€’000

(503)

503

(352)

352

Credit Risk
The Group’s main financial assets are cash and cash equivalents, as well as trade and other receivables which represent the Group’s maximum
exposure to credit risk in connection with its financial assets.
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on
hand at the reporting date. Credit risk arising in the context of the Group’s operations is not significant with the total bad debt provision at the balance
sheet date amounting to 3.0% of net trade receivables (2018: 4.6%). Customer credit risk is managed at appropriate Group locations according toestablished policies, procedures and controls. Customer credit quality is assessed and credit limits are established where appropriate. Outstanding
customer balances are regularly monitored and a review for indicators of impairment (evidence of financial difficulty of the customer, payment
default, breach of contract etc.) is carried out at each reporting date. Significant balances are reviewed individually while smaller balances aregrouped and assessed collectively. Receivables balances are unsecured and non-interest-bearing. The trade receivables balances disclosed
comprise a large number of customers spread across the Group’s activities and geographies with balances classified as “Not past due”
representing 84% of the total trade receivables balance at the balance sheet date (2018: 74%). Trade and other receivables are carried on theConsolidated statement of financial position net of bad debt provisions.
Group Treasury manage bank balances centrally, and monitors the credit rating and stability of the institutions the Group banks with.
The ageing of trade receivables can be analysed as follows:
Group
Total

Not past due

1-2 months
past due

More than
2 months
past due

€’000

€’000

€’000

€’000

At 31 December 201943,24336,2086,136899

At 31 December 2018

37,01927,504

7,996

1,519

A provision for doubtful debtors is included within trade receivables and can be reconciled as follows:

2019

2018

€'000

€'000

1,717

418

Impairment of financial assets (trade receivables) charged toadministration expenses

500

2,055

Foreign exchange movement in the year

54

(30)

Utilised

(988)

(726)

Provision at end of the year

1,283

1,717

Provision at the beginning of the year

Trade receivables loss allowance is estimated using a practical expedient to arrive at lifetime expected credit losses. Overdue receivables are evaluatedto calculate an expected credit loss using a historical credit loss experience of 0.5% (2018: 0.5%). Taking into account internal and external information,
the historical credit loss experience may be adjusted where it is determined that there has been a significant increase in credit risk. Where a receivableis credit impaired, the impairment is recognised immediately, and impaired balances are removed from the expected credit loss calculation.

Total

Not past due

1-2 months
past due

More than 2months past
due

€’000

€’000

€’000

€’000

Trade receivables gross

44,52636,386

6,166

1,974

Credit impaired(1,071)--(1,071)

Expected credit losses

(212)

(178)

(30)

(4)

At 31 December 201943,24336,2086,136899

Trade receivables gross

39,07427,874

8,586

2,614

Credit impaired(1,872)

(234)

(551)

(1,087)

Expected credit losses

(183)

(136)

(39)

(8)

At 31 December 2018

37,01927,504

7,996

1,519

Related party receivables of €nil were past due at 31 December 2019 (2018: €nil).
Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The foreign exchange risk arises
for the Group where assets and liabilities arise in a currency other than the functional currency of the entity.
The Group’s policy, where possible, is for Group entities to manage foreign exchange risk at a local level by matching the currency in which revenue isgenerated with the expenses incurred and by settling liabilities denominated in their functional currency with cash generated from their own operations inthat currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of thatcurrency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The Group is predominantly exposed to currency risk on the balances held within working capital across the Group and the exposure is concentrated in
the movement of the Canadian Dollar, US Dollar and Sterling against the Euro. The effect of a strengthening or weakening of 10% in those currencies
against the Euro at the reporting date on the working capital balances would, all other variables held constant, have resulted in the following pre-tax profit /(loss) impact for the year:

10%
Strengthening

10%
Weakening

10%
Strengthening

10%
Weakening

2019

2019

2018

2018

€’000

€’000

€’000

€’000

US Dollar to Euro

3,052

(2,497)2,140(1,946)

Canadian Dollar to Euro

1,779

(1,455)2,026(1,842)

Sterling to Euro

1,535

(1,256)

884

(803)

Total Financial Assets and Liabilities
The carrying amount of the financial assets and liabilities shown in the Consolidated statement of financial position are stated at amortised costs, withthe exception of contingent consideration held at fair value.
Liquidity Risk
Liquidity risk arises from the Group’s management of working capital and the financial charges on its debt instruments.
The Group’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due. The Directors consider liquidity
risk is mitigated by the strong working capital position, with €120m of current assets, including cash of €42m available to settle liabilities as they falldue.
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Group’s financial liabilities:

Group

At 31 December 2019

Total

Within 1 year

1-2 years

2-5 years

Over 5 years

€’000

€’000

€’000

€’000

€’000

Trade payables

8,027

8,027

-

-

-

Deferred and contingent consideration (i)

6,035

5,966

69

-

-

Other payables

32,962

32,746216--

Loans and borrowings

59,75180-

59,671

Loan interest

102

102

-

-

-

Lease liabilities

21,907

7,741

4,770

7,382

2,014

Total

128,784

54,662

5,055

67,053

2,014

Total

Within 1 year

1-2 years

2-5 years

Over 5 years

€’000

€’000

€’000

€’000

€’000

At 31 December 2018

Trade payables

7,142

7,142

-

-

-

Deferred and contingent consideration (i)19,306

18,249

1,057

-

-

Other payables

22,90922,904

5--

Loans and borrowings

40,301

40,071-230-

Loan interest

55

55

-

-

-

Lease liabilities

n/a

n/a

n/a

n/a

n/a

89,71388,421

1,062

230

-

Total

(i) Deferred and contingent consideration at 31 December 2019 has arisen on business combinations, and is based on set amounts to be paid in the
future to sellers under share purchase agreements.

24. Leasing
The Group has entered into leases, across the business, principally relating to property. These property leases have varying terms and renewal rights.
Group
Right of use assets
2019
€'000
Cost
At 1 January 2019-

Adjustments from adoption of IFRS 16

23,138Additions

4,315

Acquisitions through business combinations at fair
value

990

Currency revaluation

941

At 31 December 2019

29,384

Accumulated depreciation
At 1 January 2019-

Depreciation charge

7,849

Currency revaluation

66

At 31 December 2019

7,915

Net book value
At 1 January 2019
At 31 December 201921,469Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low
value assets. Payments made under such leases are expensed on a straight-line basis. The expenses in the period relating to payments not included in
the measurement of the lease liability were as follows:

2019
€’000
Short-term leases
Leases of low value assets

1,616
1,616

The future minimum lease payments related to these leases were as follows:
2019
€’000
Not later than one year

651

Later than one year and not later than five years-

Later than five years

651

Lease liabilities
The maturity analysis of the lease liabilities are as follows:
2019

2019

2019

€’000

€’000

€’000

Lease payments

Finance charges

Liabilities

Not later than one year

8,281

582

7,741

Later than one year and not later than five years

12,321

216

12,152Later than five years

2,718

703

2,014

23,3201,501

21,907The value of leases not yet commenced to which the lessee is committed, which are not included in lease liabilities at 31 December 2019, were €nil.
The interest expense on the unwinding of the lease liabilities is presented in note 6, while the total cash outflow in relation to leases is presented in theConsolidated statement of cash flows.
Impact analysis
The impact of IFRS 16 on certain key metrics is as follows:
2019

IFRS performance measure
Calculated with reference to reported performance
Unwinding of liabilities (note 6)

2019

2019

€’000

€’000

€ centOperating profit

Profit after tax

Basic earnings per share

21,542

9,909

15.23

-

694

1.07

Depreciation (note 24)

7,849

7,849

12.06

Leases expenses now reported under IFRS 16(8,114)(8,114)(12.47)

Calculated excluding the impact of IFRS 16

21,277

10,33815.89

25. Capital Management
Group

2019

2018

€'000

€'000

Loans and borrowings (note 20)

59,75140,301

Less: cash and cash equivalents(41,827)(39,871)

Net debt / (net cash) position

17,924430

Total equity

222,958

192,375

8.0%

0.2%

Net debt / (net cash) to capital ratio (%)

The Group manages capital by monitoring debt to capital and net debt ratios. This debt to capital ratio is calculated as net debt to total equity. Net debt
is calculated as loans and borrowings (as shown in the Consolidated statement of financial position) less cash and cash equivalents. The liquidity risk
and cash management for the Group is managed centrally by the Group Treasury function. The Board receives projections on a monthly basis as wellas information regarding cash balances. The Group's strategy is to preserve a strong cash base and secure access to finance at reasonable cost by
maintaining a good credit rating.

26. Deferred Tax
Details of the deferred tax assets and liabilities, and amounts recognised in the Income statement are as follows:

Accelerated capital allowances

2019

2019

2019

2019

€'000

€'000

€'000

AssetsLiabilities

Net

€'000
(Credited) /charged to income
statement

-

-

-

(1)

Defined benefit termination payments

50

-

50

16

1,450

-

1,450

(575)

Rent free period provisions

11

-

11

19

Fixed asset tax base versus accounting book value

578

575

3

484

Deferred tax related to tax credits

474

3,637

(3,163)

695

2,497

1,507

990

469

-

3,803

(3,803)(1,990)

Net tax assets / (liabilities)

5,060

9,522

(4,462)(883)

Impact of change in tax rates

-

-

-

(80)

Prior year (over) / under provision

-

-

-

(95)

Total (credited) / charged to income statement

-

-

-

(1,058)Available losses

Deferred tax arising on items deductible on a paid basis
Deferred tax arising on intangibles

2018

2018

2018

2018

€'000

€'000

€'000

AssetsLiabilities

Net

€'000
(Credited) /charged to income
statement

-

1

(1)

1

Defined benefit termination payments

66

-

66

(3)

Available losses

875

-

875

40

Rent free period provisions

30

-

30

4

Fixed asset tax base versus accounting book value

558

71

487

(100)

-

2,468

(2,468)

(112)

1,438

155

1,283

(415)

-

5,793

(5,793)(1,448)Accelerated capital allowances

Deferred tax related to tax credits
Deferred tax arising on items deductible on a paid basis
Deferred tax arising on intangibles
Net tax assets / (liabilities)

2,967

8,488

(5,521)(2,033)

Impact of change in tax rates

-

-

-

(4)

Prior year (over) / under provision

-

-

-

(364)

Total (credited) / charged to income statement

-

-

-

(2,401)The deferred tax asset not recognised on available losses at the period end is €3.1m (2018: €3.9m).

27. Investment in Associate

Opening balance
Investment in AppSecTest Limited
Additional investment in AppSecTest Limited
Share of post tax profit / (loss) of equity accounted associate
Recognised as a business combination (note 28)

2019

2018

€'000

€'000

160

-

-

226

114

-

-

(66)

(274)

-

-

160

In May 2018, the Group, through the newly established Keywords Ventures Limited, invested £100k (€114k) for 15% of the share capital of AppSecTest
Limited. Incorporated in the UK, AppSecTest is creating a cloud based automatic testing solution for mobile apps, including games (principally for GDPR
compliance). A further investment of £100K (€112K) was made in September 2018 bringing the total investment to 30% of the share capital of thecompany. Following an additional investment on 20 January 2019, the Group considers this to be a business combination, having acquired effective
control over the entity.

28. Business Combinations / Acquisitions Completed in the Current Year

SunnySide UpAppSecTest

GetSocial

Wizcorp

Descriptive
Video
Works

TV+SYNCHRON

Ichi

Syllabes

Kantan

Total
€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Date of acquisition

04-Jan-19

22-Jan-19

21-Feb-19

18-Apr-19

11-Jun-19

01-Oct-19

26-Nov-19

04-Dec-19

12-Dec-19

Acquisition company jurisdiction

CanadaUK

Netherlands

Japan

CanadaGermany

UK / USA

CanadaIreland

Property, plant and equipment

44

219

10

37

86

193

18

107

8

722

Right of use assets

-

-

-

178

84

394

-

76

-

732

Intangible assets

-

-

125

-

-

-

-

-

-

125

Trade and other receivables - gross

84

2

-

377

165

161

205

81

484

1,559

Book value of identifiable assets and liabilities

Bad debt provision

-

-

-

-

-

-

-

-

-

-

Cash and cash equivalents

338

67

-

297

93

424

512

-

381

2,112

Trade and other payables

(218)

(18)

(19)

(847)

(83)

(530)

(347)

(105)

(1,128)(3,295)

Lease liabilities

-

-

-

(178)

(84)

(394)

-

(76)

-

(732)

Loan

-

-

-

-

-

(402)

-

-

-

(402)

248

270

116

(136)

261

(154)

388

83

(255)

821

Identifiable intangible assets - development costs

-

-

-

-

-

-

-

-

1,490

1,490

Identifiable tangible assets

-

-

-

-

-

-

-

41

-

41

Pension liability - adjustment

-

-

-

-

-

-

-

-

432

432

Deferred tax liabilities

-

-

-

-

-

-

-

-

-

-

Total fair value adjustments

-

-

-

-

-

-

-

41

1,922

1,963

Total identifiable assets

248

270

116

(136)

261

(154)

388

124

1,667

2,784

Non-controlling interest

-

(148)

-

-

-

-

-

-

-

(148)

Attributable to Keywords

248

122

116

(136)

261

(154)

388

124

1,667

2,636

Goodwill

3,845

152

54

1,088

1,864

3,660

3,598

199

2,490

16,950Total consideration

4,093

274

952

2,125

3,506

3,986

19,586

100%

48%

100%

100%

100%

100%

323
Asset
purchase

4,157% Share capital acquired

170
Asset
purchase

3,342

274

170

952

1,373

2,606

2,866

197

3,543

15,323

Deferred cash

-

-

-

-

112

-

-

126

-

238

Deferred cash contingent on performance

-

-

-

-

-

-

-

-

-

-

751

-

-

-

640

900

1,120

614

4,025

4,093

274

170

952

2,125

3,506

3,986

323

4,157

19,586

-

-

-

-

-

-

-

-

-

-

Fixed amount agreed to be issued

60,179---35,56068,60870,246-

41,382275,975

Net cash outflow arising on acquisition

SunnySide UpAppSecTest

GetSocial

Wizcorp

Descriptive
Video
Works

TV+SYNCHRON

Ichi

Syllabes

Kantan

Total
2019

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Cash paid in 2019

3,342

114

170

952

1,373

2,606

2,866

197

3,543

15,163

Less: cash and cash equivalent balances transferred

(338)

(67)

-

(297)

(93)

(424)

(512)

-

(381)

(2,112)

Net cash outflow - acquisitions

3,004

47

170

655

1,280

2,182

2,354

197

3,162

13,051

101

-

7

36

69

151

35

1

135

535

-

-

25

656

558

1,285

1,859

217

309

4,909

Net book value
Fair value adjustments

100%

Satisfied by:
Cash

Shares to be issued
Total consideration transferred

Number of shares
Issued at the date of acquisition

Related acquisition costs charged through to theConsolidated Statement of Comprehensive Income

Pre-acquisition revenue in H1

Pre-acquisition revenue in H2

-

-

-

-

-

1,006

700

199

353

2,258

Pre-acquisition revenue with Keywords Group

-

-

-

-

-

(68)

-

-

-

(68)

Post-acquisition revenue

2.378

-

142

1,202

852

1,245

175

50

22

6,066

Pro forma revenue

2,378

-

167

1,858

1,410

3,468

2,734

466

684

13,165Pre-acquisition profit / (loss) before tax

-

-

(23)

1

7

(146)

480

28

(196)

151

Post-acquisition profit / (loss) before tax

701

(202)

(755)

(563)

273

413

(28)

3

(12)

(170)

Pro forma profit / (loss) before tax

701

(202)

(778)

(562)

280

267

452

31

(208)

(19)

The acquisitions made in the year are in line with the Group’s strategy to grow organically and by acquisition, as it selectively consolidates thehighly fragmented market for video game services. The companies will bring additional talent, expertise and industry experience to Keywords' clientbase. Being able to offer the additional services to our clients will further enhance our reputation as the leading provider of services to the global
video games industry.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed of acquisitions in the year are set out in the table
above.
The main factors leading to the recognition of goodwill on the acquisitions are the presence of certain intangible assets in the acquired entities,
which are not valued for separate recognition, such as the experience and expertise in:









producing trailers for the marketing and support of video games in Sunny Side Up.
social media technology for the games industry in GetSocial.
engineering services in Wizcorp, in particular for the mobile development market in Japan.
audio description services for broadcast and over the top streamed programming in Descriptive Video Works.
dubbing and localising into German across a range of entertainment formats in TV+SYNCHRON.
creative and marketing services to the video games, sports and entertainment sectors globally in Ichi.
audio recording and casting services in French and English for the video games industry and media and entertainment customers in
Syllabes.
automated translation technology in Kantan.

The total amount of goodwill arising on business combinations completed in 2019, that is expected to be deductible for tax purposes was €nil.

29. Supplementary Information to the Consolidated Statement of Cash Flows
Group movement on Loans
Current

Noncurrent

Total

€’000

€’000

€’000

18,943337

19,280Cash received via additional loans in the year

31,850-31,850

Repayment of loans(10,835)-(10,835)

6-

6

Non-current transferred to current
At 31 December 2018

107
40,071(107)
230

40,301

Re-designated from current to non-current(40,000)

40,000-Cash received via additional loans in the year-

27,00027,000Loans acquired on acquisition (note 28)

-

402

402

(71)

(7,902)(7,973)

-

21

21

80
80

(80)
59,67159,751

At 1 January 2018
Cash flows:

Non-cash flows:
Amounts recognised on business combinations

Cash flows:

Repayment of loans
Non-cash flows:
Foreign exchange difference on Canadian loans
Non-current transferred to current
At 31 December 2019

As explained in note 20, following the renegotiation of the RCF, the Group has re-designated these borrowings as non-current.

30. Events after the Reporting Date

Since the year end the Group’s operations have been significantly impacted by the COVID 19 pandemic. This has resulted in restrictions being put inplace requiring most of the Group’s studios to be temporarily closed. The Group has been able to move over 5,500 employees to work from homearrangements and whilst this has resulted in some short term disruption it has allowed production to continue across most of the Group’s operations.
In consultation with clients, the Group continues to make preparations to move more of the production staff to this model, particularly in the Testing
business (Functional and Localisation Testing) with the aim of establishing a new model of testing from home, where testing had previously been
conducted from secure facilities.
It is very difficult to predict how long the studio closures will be in place for, but demand for the Group’s services remain robust, the broader video games
industry has historically shown resilience in times of economic downturn and the Group has the ability to flex its cost base in response to a reduction in
trading activity.

Alternative Performance Measures
The Group reports a number of alternative performance measures (APMs) to present the financial performance of the business, that are not GAAP
measures as defined under IFRS. The Directors believe that these measures, in conjunction with the IFRS financial information, provide the usersof the financial statements with additional information to provide a more meaningful understanding of the underlying financial and operating
performance of the Group. The measures are also used in the Group’s internal strategic planning and budgeting processes and for setting internalmanagement targets. These measures can have limitations as analytical tools and therefore should not be considered in isolation, or as a
substitute for IFRS measures.
The principal measures used by the Group are set out below:
Organic revenue growth – Acquisitions are a core part of the Group’s growth strategy. Organic revenue growth measures are used to help
understand the underlying trading performance of the Group excluding the impact of acquisitions. Organic revenue growth is calculated byadjusting the prior year revenues, adding pre-acquisition revenues for the corresponding period of ownership to provide a like for like comparison
with the current year, and applying the prior year’s (2018) foreign exchange rates to both years.
Constant exchange rates (CER) – Given the international nature of the Group’s operations, foreign exchange movements can have an impact on
the reported results of the Group when they are translated into the Group’s reporting currency of Euros. In order to understand the underlying
trading performance of the business, revenue is also presented using rates consistent with the prior year in order to provide year over year
comparability.
Adjusted profit and earnings per share measures – Adjusted profit and earnings per share measures are used to provide management andother users of the accounts with a clear understanding of the underlying profitability of the business over time. Adjusted profit measures arecalculated by adding the following items back to the equivalent GAAP profit measures:








Amortisation of intangible assets – Customer relationships and music licence amortisation commences on acquisition, whereas
intellectual property / development costs amortisation commences when the product is launched. These costs, by their nature, can varyby size and amount each year. As a result, amortisation of intangibles is added back to assist with the understanding of the underlying
trading performance of the business and to allow comparability across regions and categories.
Costs of acquisition and integration – The level of acquisition activity can vary each year and therefore the costs associated withacquiring and integrating businesses are added back to assist with the understanding of the underlying trading performance of theGroup.
Share-based payments – The Group uses share-based payments as part of remuneration to align the interests of senior management
and employees with shareholders. These are non-cash charges and the charge is based on the Group’s share price which can change.
The costs are therefore added back to assist with the understanding of underlying trading performance.
Foreign exchange gains and losses – The Group does not hedge foreign currency translation exposures. The effect on the Group’s
results of movements in exchange rates can vary each year and are therefore added back to assist with understanding the underlying
trading performance of the business.

Free cash flow measure - The Group aims to generate sustainable cash flow (Free cash flow) in order to support its acquisition program and to
fund dividend payments to shareholders. Free cash flow is measured as net cash provided by operating activities after deducting acquisition andintegration cash outlay, capital expenditure, tax and interest payments.
IFRS 16 Leasing – The new leasing standard, IFRS 16 is effective from 1 January 2019 and has been adopted from that date with no restatementof prior year comparatives required. The new standard has not had a material impact on either adjusted profit before tax or the underlying net cash
flows of the business but it has changed the presentation of the Consolidated statement of comprehensive income, the Consolidated statement ofcash flows and the Consolidated statement of financial position. In order to aid the users of the accounts we have presented the current year
APMs excluding the impact of IFRS 16 to aid comparability with the prior year comparatives.
The remainder of this section provides a reconciliation of the APMs with the relevant IFRS GAAP equivalent.

Service line analysis
The following table presents revenue growth by service line at both actual exchange rates (AER) and constant exchange rates (CER). Constantexchange rates are calculated by retranslating current year reported numbers at the full year average exchange rates for the prior year, in order togive management and other users of the accounts better visibility of underlying trading performance against the prior period.
2019
Revenue

2019
Revenue

2018*
Revenue

Changefrom
FY 2018

Changefrom
FY 2018

AER

CER

AER

AER

CER

€m

€m

€m

%

%

Art creation*

43.6

41.5

34.0

28.2%

22.1%

Game development (previously Engineering)*

66.3

64.4

35.2

88.4%

83.0%

Audio

40.5

39.8

34.2

18.4%

16.4%

Functional testing*

68.9

65.6

47.8

44.1%

37.2%

Localisation

48.5

47.3

44.0

10.2%

7.5%

Localisation testing

22.6

21.9

19.7

14.7%

11.2%

Player support

36.1

34.2

35.9

0.6%

(4.7%)

326.5

314.7

250.8

30.2%

25.5%

*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Pro forma revenue
Pro forma revenue is calculated by adding pre-acquisition revenues of current year acquisitions, excluding any pre-acquisition revenues with the
Keywords Group, to the current year revenue numbers.
2019
Revenue at
AER2019 Preacquisition
revenue
AER

2019 Pro
forma
Revenue
AER

€m

€m

€m

Art creation

43.6

2.5

46.1

Game development (previously Engineering)

66.3

0.7

67.0

Audio

40.5

3.2

43.7

Functional testing

68.9

-

68.9

Localisation

48.5

0.7

49.2

Localisation testing

22.6

22.6

Player support

36.1

-

326.5

7.1

333.6

36.1

Organic revenue at constant exchange rates
Organic revenue at constant exchange rates is calculated by adjusting the prior year revenues, adding pre-acquisition revenues for thecorresponding period of ownership, and applying the 2018 foreign exchange rates in both years.
2018*
Revenue at
AER

2018 Preacquisition
revenue2018 Likefor like
revenue

Revenue
growth2019
Organic
revenue
growth2019
Revenue at
CER

€m

€m

€m

€m

€m

%

Art creation*

34.0

4.9

38.9

2.6

41.5

6.7%

Game development (previously Engineering)*

35.2

12.0

47.2

17.2

64.4

36.4%

Audio

34.2

4.7

38.9

0.9

39.8

2.3%

Functional testing*

47.8

0.1

47.9

17.7

65.6

37.0%

Localisation

44.0

3.3

47.3

7.5%

19.7

19.7

2.2

21.9

11.2%

35.9

-

44.0

Localisation testing

35.9

(1.7)

34.2

(4.7%)

250.8

21.7

272.5

42.2

314.7

15.5%

Player support*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted operating costs
This comprises Administrative expenses as reported on the Consolidated statement of comprehensive income adding back amortisation of
intangible assets, share option expense, costs of acquisitions and integration, depreciation, non-controlling interest and deducting bank charges.

Calculation

Reference in Financial Statements

2019
Reported€'000

Administrative expenses

Consolidated statement of comprehensive income(98,687)(265)(98,952)(73,123)

Share option expense

Consolidated statement of comprehensive income

9,775

4,129

Consolidated statement of comprehensive income

4,348

4,348

5,296

Amortisation of intangible assets

Consolidated statement of comprehensive income

7,318

7,318

6,872

Depreciation - property plant and equipment

Note 13

7,295

-

9,775

Costs of acquisition and integration

7,295

5,316

Depreciation - right of use assets

Note 24

7,849(7,849)-Non-controlling interest

Consolidated statement of comprehensive income

113

113

-

Bank charges

Note 6

(629)

-

(629)

(503)

(62,618)(8,114)(70,732)(52,013)

326,463

326,463

250,805

19.2%

21.7%

20.7%

Adjusted operating costs
Revenue from contracts with customers

Consolidated statement of comprehensive income

Adjusted operating costs as a % of revenue

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018
€'000

Adjusted operating profit
The adjusted operating profit consists of the Operating profit adjusted for amortisation of intangible assets, share option expense and costs ofacquisition and integration.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018
€'000

Calculation

Reference in Financial Statements

Operating profit

Consolidated statement of comprehensive income

21,542(265)

21,277

22,685

Share option expense

Consolidated statement of comprehensive income

9,775

-

9,775

4,129

Costs of acquisition and integration

Consolidated statement of comprehensive income

4,348

Consolidated statement of comprehensive income

7,318

-

4,348

Amortisation of intangible assets

7,318

6,872

42,983(265)

42,71838,982

326,463

326,463

250,805

13.2%

13.1%

15.5%

Adjusted operating profit
Revenue from contracts with customers

Consolidated statement of comprehensive income

Adjusted operating profit as a % of revenue

5,296

EBITDAEBITDA comprises Operating profit, adjusted for amortisation of intangible assets, depreciation, while deducting the share of profit from associates
and bank charges.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*

Calculation

Reference in Financial Statements

Operating profit

Consolidated statement of comprehensive income

21,542(265)

21,277

22,685

Amortisation of intangible assets

Consolidated statement of comprehensive income

7,318

6,872

Note 13

7,295

-

7,318

Depreciation on property plant & equipment

7,295

5,316

Depreciation on right of use assets

Note 24

7,849(7,849)

Share of profit from associates

Consolidated statement of comprehensive income

-

(66)

Bank charges

Note 6

(629)

-

(629)

(503)

43,375(8,114)35,26134,304

EBITDA€'000-*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted EBITDA
Adjusted EBITDA comprises EBITDA, adjusted for share option expense, costs of acquisition and integration and non-controlling interest.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*

Calculation

Reference in Financial Statements

EBITDAAs above

43,375(8,114)35,26134,304

Share option expense

Consolidated statement of comprehensive income

9,775

4,129

Consolidated statement of comprehensive income

4,348

4,348

5,296

Non-controlling interest

Consolidated statement of comprehensive income

113

-

9,775

Costs of acquisition and integration

113-

57,611(8,114)49,49743,729326,463

326,463

250,805

17.6%

15.2%

17.4%

Adjusted EBITDA
Revenue from contracts with customers

Consolidated statement of comprehensive income

Adjusted EBITDA as a % of revenue€'000*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted profit before tax
Adjusted profit before tax comprises Profit before taxation as reported on the Consolidated Statement of Comprehensive Income, adjusted forcosts including amortisation of intangible assets, share option expense, costs of acquisitions and integration, foreign exchange gains and losses,
non-controlling interest and unwinding of discounted liabilities.

Calculation
Profit before tax

Reference in Financial Statements
Consolidated statement of comprehensive income

2019
Reported€'000
17,371

Amortisation of intangible assets

Consolidated statement of comprehensive income

7,318

Share option expense

Consolidated statement of comprehensive income

9,775

Costs of acquisition and integration

Consolidated statement of comprehensive income

4,348

-

Foreign exchange (gain) / loss

Note 6

1,658

(7)

1,651

Non-controlling Interest

Consolidated statement of comprehensive income

113

113

-

Unwinding of discounted liabilities - deferredconsideration

Note 6

330

-

330

311

40,913430

Adjusted profit before tax
Revenue from contracts with customers

Consolidated statement of comprehensive income

Adjusted profit before tax as a % of revenue

2019
IFRS 16 Adj
€'000
437

2019
Pre IFRS 16€'000
17,8082018*€'000
22,094

7,318

6,872

9,775

4,129

4,348

5,296
(791)

41,34337,911

326,463

326,463

250,805

12.5%

12.7%

15.1%

*The prior year comparative has been re-classified to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted effective tax rate
The adjusted effective tax rate is the tax expense as reported on the Consolidated Statement of Comprehensive Income, adjusted for the tax
impact of the adjusting items in arriving at adjusted profit before tax, as a percentage of the adjusted profit before tax.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*
Restated€'000

Calculation

Reference in Financial Statements

Adjusted profit before tax

As above

40,913430

41,34337,911

Tax expense

Consolidated statement of comprehensive income

7,462

-

7,462

7,191

Effective tax rate before tax on adjusting
items
Tax arising on bridging items to adjusted profit
before tax **Adjusted tax expense
Adjusted effective tax rate

Calculation; Tax expense / Adjusted profit before tax

18.2%

1,703
Calculation; Adjusted tax expense / Adjusted profit before
tax

9,165
22.4%

-

18.0%

19.0%

1,703

1,448

9,165
22.2%

8,639
22.8%

*The prior year comparative has been restated to reflect the tax impact of the bridging items to adjusted profit before tax as the Directors consider this to be more meaningful.
**Being mainly amortisation of intangible assets €1,605k (2018: €1,448k)

Adjusted earnings per share
The adjusted profit after tax comprises the adjusted profit before tax, less the tax expense as reported on the Consolidated Statement ofComprehensive Income, adjusted for the tax impact of the adjusting items in arriving at adjusted profit before tax.
The adjusted earnings per share comprises the adjusted profit after tax divided by the non-diluted weighted average number of shares as reported
in note 8.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*
Restated€'000

Calculation

Reference in Financial Statements

Adjusted profit before tax

As above

40,913430

41,34337,911

Tax expense
Tax arising on bridging items to adjusted profit
before tax **Consolidated statement of comprehensive income(7,462)-(7,462)(7,191)(1,703)-(1,703)(1,448)31,748430

32,17829,27265,081,403

65,081,403

65,081,403

64,335,162

2019
Reported €c per share

2019
IFRS 16 Adj€ c per
share
0.66

2019
Pre IFRS 16€ c per
share
49.44

2018*
€ c per
share

8.7%

45.9%

Adjusted profit after tax
Denominator (weighted average number of
equity shares)

Adjusted earnings per share

Note 8Calculation; Adjusted profit after tax / weighted average
number of shares

Adjusted earnings per share % growth

48.78
7.2%

45.50

*The prior year comparative has been restated to reflect the tax impact of the bridging items to adjusted profit before tax as the Directors consider this to be more meaningful.
**Being mainly amortisation of intangible assets €1,605k (2018: €1,448k)

Return on capital employed (ROCE)ROCE represents the adjusted profit before tax expressed as a percentage of the average total capital employed. As the Group continues to makemultiple acquisitions each year, the calculation adjusts the profit before tax and the capital employed as if all the acquisitions made during eachyear were made at the start of that year.
Total adjusted Profit before tax comprises adjusted Profit before tax, plus net interest costs, unwinding of discounted liabilities, bank charges, andpre-acquisition profits of current year acquisitions.
Capital employed represents equity as reported on the statement of financial position adding back retirement benefits, cumulative amortisation of
intangible assets, acquisition related liabilities and net borrowings.
2019
Reported€'000
40,9132019
IFRS 16 Adj
€'000
430

2019
Pre IFRS 16€'000
41,3432018

Calculation
Adjusted profit before tax

Reference in Financial Statements
As above

Interest received

Note 6

(74)

-

(74)

-

Interest expense

Note 6

934

-

934

502

Unwinding of discounted liabilities - leaseliabilities
Bank charges

Note 6

694

(694)

-

-

Note 6

629

-

629

503

Pre-acquisition profits of current year
acquisitions

Note 28

151

-

151

4,896

43,247(264)

42,98343,812

192,375

Adjusted profit before tax including preacquisition profit excluding interest€'000
37,911

Total equity

Consolidated statement of financial position

222,958

2,435

225,393Retirement benefits

Note 19

2,049

2,049

1,378

Cumulative amortisation of intangibles assets

Note 12

20,01720,017

12,786

Acquisition related liabilities

Note 18

6,035

-

6,035

19,306Loans and borrowings

Note 20

59,751

1

59,75240,301

Cash and cash equivalents

Consolidated statement of financial position(41,827)-(41,827)(39,871)

268,983
16.1%

2,436
(0.3%)

271,41915.8%

226,275
19.4%

Capital employed
Return on capital employed

Adjusted profit before tax including pre acquisition profit
excluding interest expense / average capital employedFree cash flow
Free cash flow represents net cash flow provided by operating activities adjusted for capital expenditure, acquisition and integration cash outlay
and interest payments, and is presented both before and after tax.
2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*
Restated€'000

Calculation

Reference in Financial Statements

Net cash provided by operating activities

Consolidated statement of cash flows

32,781(8,049)24,732

27,650Costs of acquisition and integration
Fair value adjustments to contingent
consideration

Consolidated statement of comprehensive income

4,348

-

4,348

5,296

Consolidated statement of cash flows

(493)

-

(493)

(766)

Acquisition of property, plant and equipment

Consolidated statement of cash flows(13,145)(9,440)Consolidated statement of cash flows

(391)

(391)

(1,599)Interest received

Consolidated statement of cash flows

74-(13,145)

Investment in intangible assets

74-

Interest paid
Free cash flow after tax

Consolidated statement of cash flows(2,130)21,044694(7,355)(1,436)
13,689(502)
20,639

Income taxes paid
Free cash flow before tax

Consolidated statement of cash flows

13,28834,332(7,355)

13,28826,977

6,304
26,943Acquisition and integration cash outlay:*The prior year comparative has been restated to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted free cash flow
Adjusted free cash flow is a measure of cash flow adjusting for capital expenditure that is supporting growth in future periods (as measured bycapital expenditure in excess of maintenance capital expenditure). This is represented by free cash flow before tax, plus capital expenditure inexcess of depreciation.

Calculation

Reference in Financial Statements

Free cash flow before tax

As above

2019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*
Restated€'000

34,332(7,355)26,977

26,943

Capital expenditure in excess of depreciation:
Acquisition of property, plant and equipment

Consolidated statement of cash flows

13,145-

13,145

9,440

Depreciation

Consolidated statement of cash flows(15,144)7,849(7,295)(5,316)

Capital expenditure in excess of depreciation(1,999)

7,849

5,850

4,124

Adjusted free cash flow

32,333494

32,82731,0672019
Reported
€'000

2019
IFRS 16 Adj
€'000

2019
Pre IFRS 16
€'000

2018*
Restated€'000*The prior year comparative has been restated to reflect the current year presentation as the Directors consider this to be more meaningful.

Adjusted cash conversion rate
Adjusted cash conversion rate is the adjusted free cash flow as a percentage of the adjusted profit before tax:

Calculation

Reference in Financial Statements

Adjusted free cash flow

As above

32,333494

32,82731,067

Adjusted profit before tax

As aboveFree cash flow before tax and capital expenditureadjusted as a % of adjusted profit before tax

40,91379.0%

430

41,343
79.4%

37,911
81.9%

Adjusted cash conversion ratio*The prior year comparative has been restated to reflect the current year presentation as the Directors consider this to be more meaningful.

Annual report and accounts
The annual report and accounts will be posted to shareholders shortly and will be available to members of the public at the Company's registeredoffice at 201 Temple Chambers, 3 – 7 Temple Avenue, London EC4Y 0DY and on the Company's website
http://www.keywordsstudios.com/en/investors/investment-proposition.

Annual General Meeting
The Annual General Meeting of Keywords Studios plc will be held on 27 May 2020.