This announcement
contains inside information for the purposes of Article 7 of
Regulation (EU) No
596/2014. Upon the
publication of this announcement, this information is now
considered to be in the public domain.
16 April 2024
Team17 Group
plc
("Team17", the
"Group" or the "Company")
Unaudited Final Results for the year
ended 31 December 2023
·
Delivered a solid
revenue performance in FY 2023
·
Strong balance
sheet and renewed rigour around cost controls and working
practices
·
Games pipeline
and lifecycle management will deliver continued growth in FY
2024
Team17 Group plc, a leading global
independent ("Indie") games label developer and publisher of
premium video games and apps, is pleased to announce
its unaudited final results for the year ended 31 December
2023 ("FY 2023").
Financial
summary:
|
Year ended
|
|
|
31 December
2023
(unaudited)
|
31
December
2022
(audited)
(restated)
|
%
change
|
Revenue
|
£159.1m
|
£142.3m
|
12%
|
Gross Profit
|
£57.5m
|
£69.6m
|
(17%)
|
Gross Profit Margin
|
36%
|
49%
|
|
Adjusted EBITDA1
|
£29.9m*
|
£48.8m
|
(39%)
|
Adjusted Profit Before
Tax1
|
£28.7m
|
£47.1m
|
(39%)
|
(Loss)/Profit Before Tax
|
(£1.1)m
|
£28.7m
|
|
Basic Earnings per Share
("EPS")
|
(2.6)p
|
16.5p
|
|
Adjusted Basic EPS
("AEPS")1
|
17.5p
|
27.8p
|
(37%)
|
Operating Cash
Conversion2
|
87%
|
108%
|
|
Cash and cash equivalents
|
£42.8m
|
£50.8m
|
(16%)
|
*Adjusted EBITDA excluding title
impairments was £41.0 million (FY 2022: £48.8
million)
· The
review of the carrying value of intangible assets resulted in
one-off non-cash charges of £11.1 million relating to games title
impairments and a £20.9 million goodwill impairment charge relating
to the acquisition of The Label Inc.
Operational
summary:
·
Revenues grew 12% to £159.1 million (FY 2022:
£142.3 million) with 17 new games and apps released in the period
(FY 2022: 12) alongside 6 existing games released on additional
platforms (FY 2022: 6).
·
Revenues from the back catalogue grew 10%, accounting for 71%
of Group revenues (FY 2022: 73%), while the Group's first-party IP
represented 35% of total revenues (FY 2022: 40%).
·
Games Label showed revenue growth of 12%, launching 11 new
games (FY 2022: 11) including the multi award-winning 2023
game Dredge, which has sold over one million
units, along with Blasphemous 2, Headbangers: Rhythm Royale,
Killer Frequency,
Moving Out 2 and
Trepang 2. In addition, five
existing titles were released on new platforms. Games Label's
content portfolio now comprises over 900 digital revenue lines (FY
2022: over 700 digital revenue lines).
·
astragon delivered revenue growth of 5%, launching 3 new
games (FY 2022: 3) - Tram Sim, ABRISS and Howl - as well as 1 additional
existing first-party IP game released on
additional platforms and 16 paid DLCs3 across its
existing IP. It completed the acquisition of Independent Arts
Software GmbH ("IAS") in April 2023, expanding the working
simulation development team to accelerate the creation and launch
of a new first-party IP game.
· StoryToys posted revenue
growth of 26%. It developed and launched 3 new
apps, including BarbieTM Color Creations,
LEGO® DUPLO® DISNEY -
MICKEY AND FRIENDS and Marvel HQ and 327 apps updates across
its existing titles (FY 2022: 216). Active subscribers
continue to grow and now exceed 320,000 (FY 2022: over
300,000).
· FY
2023 was a strong year for gaming awards across the Group, with
multiple awards for Dredge (including Best Indie Game - IGN
& Windows Central, Best Setting - PC Gamer) and Blasphemous 2 (including
Best Game - IndieDevDay2023, Best Game Rising Star Award - TGBUS),
with Moving Out
2 winning Best Strategy Game (Playstation Universe)
and LEGO®
DUPLO® DISNEY (Google Play Best of
2023, Best for Families, Honourable Mention).
· A
thorough review of the Games Label strategic direction (now
re-focussed on its core Indie games roots), cost base structure and
processes was completed in the last quarter of FY 2023.
·
Headcount reduced to 348 as of 31 December 2023 (as at 31
December 2022: 392), reflecting the impact of the Games Label
restructuring review and increased utilisation of an outsourced
studio resourcing model.
·
Continued to strengthen the Board and leadership team,
bringing in operational depth and video gaming experience. Frank
Sagnier joined the Board as Chair, with Debbie Bestwick moving to a
Non-Executive Director role, also joined by Peter Whiting. Steve
Bell joined as Group Chief Executive Officer. Other additions
include a Group People & Culture Director and Group Investor
Relations Director.
Outlook:
· The
Group has made a pleasing start to FY 2024, although we remain
mindful of the challenging competitive landscape, the ongoing cost
of living pressures affecting discretionary spending and
geopolitical uncertainty weighing on global markets more
broadly.
· We
have a solid pipeline of at least 10 new games and apps expected to
launch in FY 2024 (skewed to third-party IP) and beyond, and we
will continue to use our exceptional lifecycle management
capabilities to drive sales growth across our back
catalogue.
·
Following the restructuring of Games Label, including its
strategic refocus on Indie titles and the impairment of the
development costs of certain titles, we enter FY 2024 on a more
appropriate cost base with stricter cost controls in
place.
· In
addition, an action plan is in place to accelerate revenue and
profit growth, which includes increasing the proportion of revenues
from first-party IP over time, sharpening our greenlight process,
more innovative marketing and publishing models, while pursuing an
active M&A agenda.
· We
remain confident that the Group can deliver an improved underlying
trading performance in FY 2024, in line with current market
expectations, and remains well positioned for continued growth over
the mid to long term.
Steve Bell,
Chief Executive Officer of Team17,
commented:
"While 2023
presented some challenges for the Games Label, the speed and
tenacity with which the teams have responded has demonstrated the
exceptional talent we have at Team17.
"The Games
Label is now realigned to its proven low-risk Indie model, tighter
cost controls have been enforced and one-off actions taken to clean
up the balance sheet.
"We are back
on form in 2024, with a solid slate of games and apps, our
exceptional back catalogue and a clear plan for growth across the
Games Label, astragon and StoryToys. The year has started
well."
Footnotes:
1 A full description of
Alternative Performance Measures, the rationale for their use, and
reconciliation between adjusted and reported statutory measures can
be found within the Chief Financial Officer's Report.
Adjusted profit before tax excludes
acquisition-related costs and adjustments, amortisation and
impairment of acquired intangible assets, share-based compensation
and one-off Games Label restructuring costs from the statutory
measure whilst adding back development cost amortisation eliminated
through acquisition fair value adjustments.
Adjusted profit after tax excludes
the same items as adjusted profit before tax removing corporation
tax net of any tax effects on these items.
Adjusted EBITDA can be calculated
from adjusted profit after tax by adding back all remaining finance
income and costs, tax, depreciation, amortisation and impairment
except for those on development costs.
The calculation of adjusted earnings
per share is based on the adjusted profit after tax divided by the
weighted average number of shares (either basic or
diluted).
2Operating cash
conversion is defined as cash generated from operating activities
adjusted to add back payments made to satisfy pre-acquisition
liabilities recognised under IFRS 3 "Business Combinations" divided
by earnings before interest, tax, depreciation and amortisation
("EBITDA").
3Downloadable
content.
Analyst and
institutional investor webcast
A presentation for analysts will be held on
Tuesday, 16 April 2024 at 08.30 BST. The event will also be
webcast. To register for this event and join the stream on the day,
please click the following link:
https://brrmedia.news/TM17_FY
Retail
investor webcast
A webcast for retail investors will
be held on Friday 19 April at 1.00 p.m. BST. The presentation will
be hosted on the Investor Meet Company platform. Questions can be
submitted pre-event via the Investor Meet Company dashboard up
until 9.00 a.m. the day before the meeting or at any time during
the live presentation.
Investors can sign up for free and
add to meet Team17 via:
https://www.investormeetcompany.com/team17-group-plc/register-investor
Enquiries:
Team17 Group
plc
Steve Bell, Chief Executive
Officer
Mark Crawford, Chief Financial
Officer
James Targett, Group Investor Relations
Director
|
ir@team17.com
|
Houlihan Lokey
Advisory Limited (Nominated
Adviser)
Adrian Reed / Tim Richardson
|
+44 (0)20 7839 3355
|
Berenberg (Joint
Corporate Broker)
Toby Flaux / Ben Wright / Marie Moy / Alix
Mecklenburg-Solodkoff
|
+44 (0)20 3207 7800
|
Peel
Hunt (Joint Corporate Broker)
Neil Patel / Paul Gillam / Kate
Bannatyne
|
+44 (0)20 7418 8900
|
Vigo
Consulting (Financial Public
Relations)
Jeremy Garcia / Fiona Hetherington / Aisling
Fitzgerald
team17@vigoconsulting.com
|
+44 (0)20 7390 0233
|
About
Team17
Team17 Group plc is a leading global developer
and publisher of video games entertainment to a broad audience. The
Group includes a games entertainment label and creative partner for
Indie developers, a developer of educational apps appealing to
children under the age of eight, and a working simulation games
developer and publisher.
Visit www.team17.com for more
info.
Chair's
Statement
I have been involved in the games industry for
over 25 years and have long admired the Team17 Group as a business,
as well as the passion and dedication of the team behind the name.
When the opportunity arose to join the Group as Chair, I was
delighted to accept and to support on the next phase of its
growth.
The Group has an enviable track record of
discovering innovative new games, bringing them to market, and
nurturing many of them into enduring, quality franchises. As a
leading Indie games developer and publisher, the Group has built a
solid foundation for the business to scale upon. I am excited to be
part of this journey going forward.
I would like to personally thank Chris Bell for
his significant contribution to the Group throughout his tenure as
Chair. Chris joined the business pre-IPO to provide guidance and
insight during the process of transitioning from a private to
public business, which has been invaluable. I have had the pleasure
of working with Chris as we undertook a thorough handover, and I
wish him every success with his future endeavours.
In the year ended 31 December 2023, the Group
generated revenues of £159.1 million (FY 2022: £142.3 million),
gross profit of £57.5 million (FY 2022: £69.6 million) and adjusted
EBITDA of £29.9 million (FY 2022: £48.8 million). Despite our
strong revenue performance, we are disappointed to deliver this
level of adjusted EBITDA alongside a reported statutory loss, both
of which were significantly impacted by one off non-cash impairment
charges. More detail is provided later in the Chief Financial
Officer's review. We feel these results fall short of our own
expectations and do not reflect the potential of the Group. We have
proactively sought to realign our underlying cost base and
development costs to support an improvement in the future
underlying trading performance of the Group.
The Group continues to boast a strong balance
sheet, with £42.8 million of cash and cash equivalents at 31
December 2023 (FY 2022: £50.8 million). The senior team is firmly
focused on ensuring the Group's cash position is leveraged
effectively to expand the business' existing operational
capabilities and support enhanced revenue generation across the
Group. The performance of astragon and StoryToys highlights the
importance of quality M&A as a pillar in the Group's strategy
to complement the existing business as and when compelling
opportunities arise.
The Group has created a uniquely diversified
portfolio of games and IP over the last 30 years, which reaches and
engages with a growing global audience. The team has successfully
expanded its footprint through a number of highly targeted
acquisitions, which further strengthened its commercial position.
These acquisitions are delivering new customer segments and gaming
genres, alongside providing a reliable contribution to Group
revenues. In addition, the Group has also grown its back catalogue,
which represents 71% of total Group revenues, demonstrating its
ability to successfully manage product lifecycle.
More people than ever are playing games, with
3.3 billion1 gamers in 2023 rising to an estimated 3.8
billion by 2026, supporting a global games market generating
revenues of $184 billion1 in 2023 expected to rise to
$205 billion1 by 2026. This growth is underpinned by
increasing demand for interactive entertainment, advancements in
technology, growth in new geographies, expanding demographics, and
the rise of new gaming platforms and business models.
1
https://newzoo.com/resources/blog/explore-the-global-games-market-in-2023
At the same time, the number of games coming to
the market is currently growing at a faster rate than revenues, and
the quality of the top games is getting higher. Competition for
gamers' time and disposable income is intense, and the current
headwinds from the cost of living crisis clearly remain an
obstacle.
In a market where launching new IP is
challenging, the Group is, more than ever, the partner of choice
thanks to its experience, know-how and proven track record of
working alongside independent developers to create long-running,
successful projects and franchises. There are plenty of talented
developers who will look for a trusted partner for their games.
Major releases such as Hell Let Loose (full release launched
at the end of FY 2021), Blasphemous 2 and Dredge (both launched in FY 2023)
are just a few examples of successes we have brought to
market.
From game design to production processes and
technology, we assist talented developers in optimising their
game's quality while providing the full suite of publishing
services and leveraging our extensive relationships in the global
gaming eco-system to maximise success.
Last year saw quite a few changes at the Group,
and we entered 2024 with several new team members ready to support
the business on its next stage of growth. During 2023, Chris Bell,
Martin Hellawell and Jennifer Lawrence stepped down from the Board.
Debbie Bestwick also stepped down as CEO of the business and has
transitioned to a Non-Executive Director role. As founder and
former CEO, as well as the biggest shareholder, Debbie will
continue to help guide the business, albeit on a more strategic
level. Chris, Martin and Jennifer worked alongside Debbie during
the period after the Group's IPO, and the Group would not be where
it is today without their valuable insights and
contributions.
The renewed Board will bring deeper insights
and knowledge from their games industry experience, guiding
management to scale the business and build on the strong
foundations in place.
We have proven talent across the senior
management team, and I look forward in particular to working
alongside our Group CEO Steve Bell, an entrepreneur with a proven
pedigree for scaling and managing businesses. With Steve - and
supported by our outstanding divisional leaders - I believe the
team is well positioned to guide the Group forwards, to maximise
our growth potential. I have been particularly impressed with the
thoroughness and rigour demonstrated by the senior management team
and am confident with the strategic plans that have been put
together for FY 2024 and beyond.
Following Michael Pattison's departure as CEO
of our Games Label, Ann Hurley, a highly experienced games industry
veteran, has been overseeing the division on an interim basis.
Following the review of a range of potential candidates by a global
search agency, Ann has formally been confirmed as General Manager
for the Games Label on a permanent basis with immediate effect. In
her role she will continue to lead the great team we have in place
to deliver on our near-term release roadmap.
Publishing games remains a highly competitive
and complex process. Today's market is now highly challenging, with
consumers splitting their time between gaming and other
entertainment activities, alongside the pressures created by the
ongoing cost of living crisis reducing historic levels of
discretionary spending. Set against this backdrop, the Group's
track record of successfully bringing products to market should
ensure it remains well positioned to continue to gain market share
over the coming years.
We look forward to driving and scaling the
business in the medium term through both organic growth and, where
appropriate, selective, value-accretive acquisitions.
Frank Sagnier
Chair
Group Chief
Executive Officer's Review
Introduction
I was excited to join Team17 Group
plc as the Group's Chief Executive Officer designate in September
2023, and since my arrival I have been hugely impressed by the
talent and enthusiasm that defines our team. We are proudly
committed to producing market leading, engaging, high-quality Indie
games, working simulation experiences and edutainment apps that
appeal to a broad demographic across multiple genres. The shared
drive of our people to deliver this has been evident to me from the
very outset of my time at the Group.
The market backdrop this year has
been immensely challenging, with exceptional competition in the
sector throughout the year. In this context, we delivered a strong
revenue performance with Group revenues of £159.1 million (FY 2022:
£142.3 million).
Profits came in below our initial
expectations, with gross profit of £57.5 million (FY 2022: £69.5
million), and adjusted EBITDA of £29.9 million (FY 2022: £48.8
million), driven by certain games within the Games Label not meeting internal expectations. The
outcome also reflects the result of the review of the carrying
value of intangible assets which led to an impairment charge on
some launched games and on some games currently under
development. Reported profit before tax was significantly
impacted by one off non-cash impairment charges which resulted in a
reported loss of £1.1 million (FY 2022: £28.7 million profit). More
detail is provided later in the Chief Financial
Officer's review.
In the second half of the year, we
undertook a comprehensive review of our cost base within the Games
Label, which was completed in November 2023. Whilst this
unfortunately resulted in redundancies, we believe our cost base is
now aligned to our core Indie strategy, and the business is now
even better placed to capitalise on future opportunities while
continuing to optimise our existing pipeline.
The Group retains a strong balance
sheet, with £42.8 million of cash and cash equivalents at 31
December 2023 (FY 2022: £50.8 million).
The senior team is firmly focused on
effectively leveraging the business' operational capabilities to
support enhanced revenue generation across the Group. The
successful addition of astragon and StoryToys to the Group,
highlights the importance of identifying quality acquisitions that
complement the existing business as and when compelling
opportunities arise.
As at 31 December 2023, the Group
had 348 employees (FY 2022: 392), spread across 8 locations in 5
countries. Over the course of FY 2023, we invested in our senior
leadership team, including the recruitment of a Group People &
Culture Director and Group Investor Relations Director, and now
benefit from a strengthened divisional management structure to
support all team members across all locations.
Operational review
The Games Label launched 11
new games in the period, including
the hugely successful Dredge, which has sold over one million
copies to date and has received high praise from critics and
players alike. More generally, the average review score on Steam
for our 5 bestselling new releases during FY 2023 was 91%.
Other major releases included Moving Out 2, Blasphemous 2, Killer Frequency, Trepang 2, Gord and Headbangers - Rhythm Royale, along with
additional content for games including
Golf With Your
Friends. The Games Label also released multiple content
updates for its existing portfolio, demonstrating the strength of
its back catalogue and the focus of the team on maximising the
lifecycle of games within the
portfolio.
StoryToys' content portfolio
continued to expand this year, with the launch of new apps, such as
Marvel HQ in May
and BarbieTM
Color Creations in July, and a further 327 app updates
across nine apps, including Iron Man Target Game, which was added
to the Marvel HQ
app in October. Additionally, we have increased the number of
platforms on which our products are available, with users now able
to access BarbieTM Color Creations and
Lego® Duplo®
World via Apple Arcade. StoryToys strengthened its licensing
partnerships with leading, international brands in the period,
notably adding Mattel to its existing roster, which to date
includes: The LEGO Group, Disney, Pixar, Marvel Entertainment,
Penguin Books, and Dick Bruna. These partnerships are a testament
to StoryToys' strong track record and growing reputation as an
established, reliable partner for international companies looking
to expand their trusted and iconic brands into the edutainment
space.
astragon's working simulation
games continued to perform strongly in FY
2023, driven by the launch of additional content across
numerous games, including Police Simulator - Crime Scene
Update and
Firefighting Simulator
- The Squad. In addition, ABRISS - Build to Destroy, an
atmospheric physics-destruction building game developed by Randwerk
Games and published by astragon, was launched across all platforms
in FY 2023, receiving positive user reviews as well as critical
acclaim, having been awarded the title of Best Graphic Design at
the German Computer Game Awards. FY 2023 also saw the successful
introduction of season passes, 16 paid DLCs across first-party
IP games and the introduction of five new
brand licenses.
3 of the top 5 game revenues across
the Group come from first-party IP games and within the top 10 selling games there is a spread of games from each
division with 5 from Games Label- 3 from astragon and 3 from
StoryToys, demonstrating the breadth of the portfolio across the
Group. The top ten selling games represent
60% of total revenues in FY 2023, which compares with 65% in FY
2022.
The
Team
The quality of our games is
testament to the exceptional talent and depth of experience across
our business. The team's unwavering dedication and technical
prowess are essential to developing games that immerse and
captivate their audiences. I have particular respect and
understanding for the creative process, gained from my own
experience working for over 25 years across the branding and
digital marketing arena, which has enabled an instant connection to
the team. I have been extremely impressed by their ability to craft
compelling narratives and to design captivating user journeys that
are both seamless and intricately detailed. Each game and content
release showcases the immense passion of those in the Group and
their commitment to continually enhance the games within our
broader portfolio.
The Group benefits enormously from
its dedicated divisional leaders - Ann, Emmet, Tim and Julia - who,
along with their senior leadership teams, bring well over 200 years
of specialised sector and market expertise as well as industry
relationships. This is crucial in identifying key trends in their
respective market segments, and in delivering unique and
captivating content to their distinct target audiences, from
multi-genre Indie games in the Games Label, to working simulation
experiences in astragon, and children's edutainment apps in
StoryToys. This agility in the face of rapidly evolving market
dynamics ensures the Group is able to capitalise on new
opportunities and stay ahead of the curve when it comes to
producing innovative, exciting content for our diverse customer
base.
Our leadership team will also
benefit from the valuable industry experience offered from our new
Board members, especially our Chair, Frank Sagnier, and from the
strategic rigour and gaming knowledge Debbie Bestwick will provide
in her new role as a Non-Executive Director.
2023 was one of the most competitive
and challenging years seen in the games industry in terms of
high-quality launches and aggressive product discounting, set
against the well documented cost of living crisis. Like its peers
in the sector, the Games Label felt the pressure associated with
these challenges acutely. Combining the external market conditions
with an internal strategic review, the Group made the difficult
decision to initiate a reorganisation of the division in October,
resulting in a reduction in headcount. Management is confident that
the business' cost base is now aligned with the Group's long-term
focus, enabling it to better leverage both fixed and flexible
resources and invest in the games and teams of the
future.
At a broader, Group level, the
business remains cognisant of the inherently higher attrition
levels observed across the games industry, and the detrimental
impact this can have on preserving the quality and drive of our
teams if not managed proactively. To this end, we continue to
implement internal programmes and processes to ensure high
retention levels and a positive working environment for our
people.
Strong communication is integral to
the culture within the Group, both in terms of employee engagement
but critically in terms of superior market execution. We are
committed to keeping pace with changing expectations within
workplaces to facilitate a range of office, home-based, and hybrid
working, and support multiple flexible working arrangements for our
people. However, we have implemented various initiatives to
preserve a collaborative, collegiate environment amongst our teams.
We have regular town hall meetings - online and in-person events
for both team members and their families - and multiple social
groups that are all supported by management. In addition, our
employee-led environmental groups, including Green17 in the UK,
continue to raise awareness and drive the Group's ESG
strategy.
Strategy and business priorities
I firmly believe the Group provides
a differentiated and compelling investment proposition within the
games industry. Alongside the development of high-quality, engaging
games and apps, we have a track record of consistently leveraging
the strength of our back catalogue to drive additional, reliable
revenue streams from our existing content portfolio. In addition,
the Group benefits from a distinct divisional structure, wherein
each of the distinct business offerings is headed by talented
industry leaders who are all experts in their respective
fields.
As we seek to move the business
forward, I will be focusing on five core strategic pillars,
namely:
· Building relationships; to be the leading Indie publisher,
nurturing world-class partnerships with developers, platforms or
licenses.
·
Creating evergreen brands; to focus on our
original first-party IP games while fully leveraging our lifecycle
management skills.
·
Powering up; to foster greater collaboration
between teams and divisions, fully harnessing our collective skills
and strengths to optimise efficiencies.
·
Attracting talent; to deliver our strategic and
financial ambition by nurturing a culture that enables ambition,
creativity and belonging.
·
Leveraging our pioneering minds; to drive growth
into new markets, audiences & IP organically and through
M&A.
StoryToys and astragon are focused
on developing and bringing the highest quality working simulation
games and edutainment apps to our users, the latter collaborating
with some of the best known and most loved brands in the
world.
Amongst our peers, the Games Label
remains a market leader within the Indie games community,
developing games in-house while also
acting as a co-developer and publisher for independent developers
looking for a partner to support them in bringing games to market.
We have an exceptional game scouting team, which continuously
assesses vast numbers of game submissions through the Games Label's
greenlight process.
Whilst we had seen an increase in
the budgets of games we developed in the Games Label over the last
couple of years, during the second half of FY 2023 we sought to
realign our strategy to focus on our core strength of developing
and publishing Indie games. While we will continue to invest in our
established and highly profitable larger first-party IP franchises,
the focus of new third-party game releases will in future be firmly
in the Indie space, where we believe we can make the highest
returns from our investment. This return to our historic strengths
should ensure that only the very best games make it through our
extensive quality control processes and into our launch
schedule.
I am excited to explore how my
experience within digital marketing can further support
discoverability of our content in an ever expanding and rapidly
evolving marketplace.
The Group has long been an advocate
of first-class lifecycle management as a means to expand and
enhance returns on its back catalogue of existing titles, ensuring
the generation of sustained revenues through the launch of engaging
new content and continuous improvements to user experience. This
core component of the business model is as important as it has ever
been, driving multi-year revenue generation and underpinning
profits well into the future. Following multiple game and app
launches over the course of FY 2023, in the Games Label alone our
back catalogue has grown, to over 900 digital revenue lines ("DRL")
(FY 2022: over 700 DRL), which will continue to expand in the years
to come.
We have already developed
collaboration and cross-selling opportunities between our
divisions, and the potential for additional synergies and sharing
of resources, best practice and industry relationships will only
accelerate as the business grows. Driving operational efficiencies
across the Group has always been a key business focus, and I
believe there is still much more to be gained from our broader
operational footprint. A key part of my role as Group CEO will be
finding ways to capitalise on these priorities to drive further
innovation and efficiencies across all segments of the business,
drawing on my experience of acquiring, integrating and further
developing businesses in my previous role. We have invested in
"Group-wide" functions to step up our performance, drive greater
levels of efficiencies and reposition the business back to strong
growth and improved profitability over the
mid-term.
We have taken considerable steps to
strengthen our rigour around commercial governance and controls, in
particular new game development costs. This includes implementing a
more comprehensive contract review process, updating our milestone
payments process, and ensuring more rigorous internal procedures
are in place.
Outlook
The Group has made a pleasing start
to FY 2024, although we remain mindful of the challenging near-term
competitive landscape; we know of a number of high-quality new
games releases that have been delayed into the current calendar
year; the cost of living pressure continues to impact discretionary
spending across the board; and geopolitical uncertainty continues
to weigh on global markets more broadly.
However, the vision for the Group
remains clear - to accompany our gamers through a lifetime of play,
creating pioneering and captivating experiences that enrich and
inspire players around the world. This will be achieved through the
release of new games and apps, as well as continuing to innovate
lifecycle management strategies, supported by the launch of
additional content updates across the portfolio to capitalise on
the existing audience demand for our games.
In addition, an action plan is in
place to accelerate revenue and profit growth, which includes
increasing the proportion of revenues from first-party IP over
time, sharpening our greenlight process, more innovative marketing
and publishing models, while pursuing an active M&A
agenda.
We have a strong pipeline of new
games and apps scheduled for launch in FY 2024 and beyond, and we
will continue to develop and launch additional content across the
existing portfolio.
We remain confident that the Group
can deliver an improved underlying trading performance in FY 2024
and is well positioned for growth over the mid to long term. We
look forward to updating all stakeholders on our progress as the
year continues.
Steve
Bell
Chief Executive
Officer
Chief Financial
Officer's Report
Performance
Overview
FY 2023 was a challenging and highly
competitive year for the gaming sector. Against this backdrop, the
Group increased revenue by +12% compared to the prior year. This
growth was generated solely through revenues from existing
businesses. The Group saw strong sales growth delivered through a
combination of new releases alongside continued strengthening and
broadening of the back catalogue. However, reported results were
impacted by lower margins, weak cost controls and one-off non-cash
impairment charges meaning that the Group delivered an overall loss
before tax of £1.1 million (FY 2022: £28.7 million
profit).
Towards the back end of FY 2023, management
identified a number of operational issues within the Games Label
and implemented a series of more rigorous cost controls and
strategic initiatives to address areas that had impacted the
profitability of the division. A thorough review of the strategic
direction of the Games Label, its cost base structure and processes
was completed in the last quarter of FY 2023, resulting in a
restructuring program that impacted both headcount and cost control
processes. Most notably, the Games Label has re-focussed back to
its core Indie games roots, resulting in changes to games scouting
and increased rigour around development spend. These changes were
implemented to ensure that the Games Label can return to its
historical track record as a consistent performer and one of the
leading developer and publishers of Indie games.
Revenue
100% of the revenues1 in the period
were generated from existing businesses, with all three divisions
contributing in line with expectations and delivering a pleasing
uplift in trading across the Black Friday and festive seasonal
periods resulting in Group revenues up 12% to £159.1 million (FY
2022: 142.3 million). The Games Label contributed £103.6 million
(FY 2022: £92.8 million) growing 12% and astragon delivered £36.0
million (FY 2022: £34.1 million) showing growth of 5% against a
very strong revenue comparative in FY 2022 whilst StoryToys revenue
grew 26% with revenues of £19.5 million (FY 2022: £15.4
million).
Overall Group first-party IP revenues were
£55.8 million (FY 2022: £56.4 million) reflecting a solid
performance on games such as Hell Let Loose which remains one of the
Group's top selling individual games
together with astragon's Construction Simulator and Police Simulator.
Third-party game revenues grew 20% to
£103.3 million (FY 2022: £85.8 million). There were pleasing
performances across the portfolio led by the standout third-party
game Dredge which was released on 30 March
2023. Growth was also seen in new release revenues to £45.5 million
(FY 2022: £38.8 million) in FY 2023, a growth of 17%, coming from
games including Trepang
2 and Blasphemous 2 alongside the
aforementioned Dredge.
In a highly competitive market that was
reported to have grown2 at <3% in the calendar year
2023, the Group's back catalogue continues to strengthen, growing
at 10% with revenues of £113.6 million (FY 2022: £103.5 million)
representing 71% (FY 2022: 73%) of total revenues. This growth is
testament both to the quality of the Group's portfolio, and the
team's skills in lifecycle management.
(1 Due to a change in
accounting policy, revenue recognition on digital sales through
Apple and Google app stores is now recognised gross of any platform
fees charged where historically the net amount was recognised. For
these platforms only, the platforms are deemed to be an agent in
the transaction under IFRS15, this change has no impact on profits
in either the current or prior year, however, does impact both
gross margin and adjusted EBITDA margin percentages, see note
2)
(2 NewZoo global games
report January 2024 Update)
Gross
Profit
Gross profit in the year fell to £57.5 million
(FY 2022: £69.6 million). The reported gross margin fell to 36%
from 49%, having been impacted by a number of factors, some one-off
in nature. These included: a one-off impairment charge; a higher
proportion of third-party revenue; higher development cost
amortisation charges; and higher expensed development costs which
include the studio related one-off restructuring costs. These are
dealt with in turn below.
A full review was undertaken of the value of
intangible assets held on the balance sheet which included both
released games with a residual net book value as well as future
games. As a result of the review, an impairment charge of £11.1
million was made in FY 2023. This one-off non-cash charge
correspondingly reduced the intangible assets value held on the
balance sheet at year end.
As outlined in our November 2023 trading
update, whilst the Group delivered revenues in line with
expectations, a higher proportion of third-party games (which
generate higher levels of royalty payments) impacted gross margins
in the period. Revenues from astragon's first-party IP simulation
games represented 47% (FY 2022: 44%) of the Group's first-party IP
revenues and unlike the Games Label first-party IP games, these
attract a royalty paid to astragon's dedicated development
partners, which in turn further reduced the overall gross profit
margin.
Development cost amortisation charges grew to
£12.7 million (FY 2022: £9.3 million). This results from an
increase in capitalised development costs within astragon (which
has typically larger development spend by game, similar to that
invested in the Games Label's first-party IP games), together with
an increase in development budgets for some larger third-party
games within the Games Label division.
The Group's overall amortisation policy is to
charge back a high proportion of the capitalised development costs
within the first twelve months after launch (Games Label 70% in
year 1 and astragon 50% in year 1) and correspondingly the annual
amortisation charge reflects not only the level of historic
investment but also the timing and quantity of games launched in
the period and in the prior year.
The final driver of gross margin pressure came
from expensed development costs which were also elevated in the
year. This reflected increased support costs post launch including
investment in free DLC within the Games Label; post launch support
to live games such as Hell Let Loose. In addition, expensed
development costs included £1.0 million out of a total £1.2 million
costs associated with the restructuring within Games
Label.
Capitalised
development costs
IAS 38 requires development costs to be
capitalised during the process of creating a game until its launch.
If a game is launched on Early Access, then the incremental costs
of developing the title to full release are also capitalised.
Development costs that were capitalised in the year increased to
£32.2 million (FY 2022: £26.1 million) of which £22.5 million (FY
2022: £18.3 million) related to Games Label, £7.1 million (FY 2022:
£6.3 million) related to astragon and £2.6 million (FY 2022: £1.4
million) related to StoryToys. As outlined above, the review of
intangible assets resulted in £11.1 million of the carrying value
of capitalised development costs being impaired. As a result of the
capitalisation, the one-off impairment and development cost
amortisation charges, capitalised development costs on the balance
sheet at the end of the period stood at £35.1 million (FY 2022:
£26.8 million).
The levels of investment in capitalised
development costs have increased significantly over the last two
years. This resulted in part from the acquisitions - astragon in
particular has a higher investment per game, similar to the levels
of Games Label's first-party IP investment. Further increases
resulted from the shift by the Games Label over the last two years
to larger third-party game development
investments, a move which took the business away from its core
Indie-focused business model and one that, as outlined above, has
been reversed towards the end of FY 2023. As a result of that
reversal, the majority of third-party game investments are expected
once more to fall in or below the range £1.0 million to £1.5
million. A small number of games may exceed that range should they
meet the relevant internal investment hurdles. Investment in the
Games Label's first-party IP (which is entirely internal) will be
higher, as has been the case historically. These changes are
expected to result in lower investment in development costs within
the Games Label.
Within StoryToys, our strategy has been to
broaden our licence partners and subsequent apps, and within
astragon, our focus has been to grow our content portfolio with new
first-party IP simulation games. In the short term,
reductions in investment in the Games Label will be offset by
increased investment in the two other divisions, enabling both
StoryToys and astragon to continue to deliver on their growth
ambitions.
Administrative
Expenses
Total costs in the period increased to £57.6
million (FY 2022: £37.8 million). Within this total are
acquisition-related adjustments, costs and amortisation of £9.2
million (FY 2022: £15.2 million) and a £20.9 million (FY 2022: nil)
one off non-cash impairment of goodwill charge relating to The
Label Inc., following the annual review of the carrying value on
all acquisitions. This is covered in more detail below.
Marketing costs were elevated in H1 2023 in
particular, however, tighter controls were implemented in H2 2023
to help reduce the overall increase in spend in the year to £0.8
million and importantly to ensure that these costs are better
aligned to the Indie model and reduced in FY 2024 and beyond. Some
FX cost pressure was experienced in year compared with a positive
FX tailwind in FY 2022. However other costs including premises,
professional fees and travel & entertainment were lower than
the prior year demonstrating tighter controls in place particularly
in the latter part of the year.
Staff costs within administrative expenses were
lower in the period reflecting the fact that performance bonus
payments were not made within the Games Label nor at Group level.
They include £0.2 million out of a total £1.2 million costs
associated with the restructuring within Games Label.
Headcount for the Group at year end reflects
the impact of the Games Label restructuring review as well as
reflecting the move to increase the utilisation of an outsourced
studio resourcing model in areas such as QA (game testing),
localisation and console porting. As a result, the total headcount
for the Group at 31 December 2023 was 348 (31 December 2022: 392)
with the average headcount higher at 380 (FY 2022: 351) resulting
from the timing of the restructuring within the UK Games Label
team.
The annualised cost reduction impact of the
restructuring within the UK Games Label business administrative
expenses is anticipated to be £0.7 million. Additional savings in
studio headcount costs have been partly offset by increased spend
on outsourced providers. The restructuring was completed
mid-November so had a relatively small impact on operational costs
in the period. The associated one-off costs of the restructuring
are not included within the adjusted EBITDA measure which is
covered in more detail in the Alternative Performance Measures
(APMs) below.
The headcount totals also reflect the addition
of 45 employees that joined the astragon business following the
acquisition of Independent Arts Software GmBH ("IAS") earlier in
the year together with growth in headcount across astragon and
StoryToys to support the broadening of the content portfolio in
both businesses.
Following the annual impairment review, the
goodwill associated with the acquisition of The Label Inc.
(re-named Team17 USA) was impaired. The impairment charge of £20.9
million is marginally offset by the release of £2.6 million
contingent consideration previously held on the balance sheet
relating to earn-out targets for FY 2023 not being met. Both items
reflect the reduced performance of the business compared with
expectations at the time of the acquisition. Over the last two
years the mobile subscription market has seen increased competition
reducing the ongoing performance income received for launched games
as well as reduced third-party new mobile games being secured for
development.
The Team17 USA business continues to be an
important part of the Games Label, offering strategic expertise to
identify, develop and bring to market mobile subscription games
from third-party developers but importantly also provides a route
for the Games Label's own back catalogue portfolio where the
potential exists to bring key games to mobile subscription
platforms. The first of the Games Label games entered this
development pipeline towards the end of FY 2023.
Alternative
Performance Measures ("APMs")
The Directors believe that the reported APMs
provide meaningful performance information to aid the understanding
of the underlying business trading performance and profitability.
Although these are not GAAP measures as defined by IFRS, they have
been applied to provide an accurate comparison as well as provide
readers of the financial statements a clear understanding of the
underlying profitability of the business and more consistent
comparisons over time. A breakdown of the adjusting factors is
provided in the table below.
Adjusted EBITDA reflects the EBITDA of the
Group in a steady state, without the impact of acquisition-related
costs which vary year on year based on acquisition activity. In
addition, we include the impact of amortisation and impairment of
development costs as this reflects the primary costs incurred by
the Group in generating revenue. In the current year, restructuring
costs have also been excluded as this is also considered a one-off
cost impact which is not reflective of the underlying performance
of the Group.
Adjusted Profit before tax reflects the
profitability of the Group, adjusted for the impact on profit of
acquisition-related costs which vary year on year based on
acquisition activity. This is also adjusted for the goodwill
impairment which arose in the year which is not a recurring cost to
the Group.
A breakdown of the adjusting factors is
provided in the table below:
|
Adjusted
EBITDA
|
Adjusted Profit After
Tax
|
|
FY23 £'000
|
FY22 £'000
|
FY23 £'000
|
FY22 £'000
|
(Loss) / Profit before
tax
|
(1,080)
|
28,665
|
(1,080)
|
28,665
|
Impairment of goodwill
|
20,879
|
-
|
20,879
|
-
|
Development cost amortisation
eliminated through FV adjustments
|
(3,791)
|
(976)
|
(3,791)
|
(976)
|
Share based
compensation1
|
417
|
(93)
|
417
|
(93)
|
Games Label restructuring
costs
|
1,209
|
-
|
1,209
|
-
|
Acquisition related costs
& adjustments
|
|
|
|
|
Amortisation on acquired intangible
assets
|
13,759
|
10,300
|
13,759
|
10,300
|
Acquisition related costs
|
1,360
|
4,708
|
1,360
|
4,708
|
Earn out fair value
|
(5,086)
|
883
|
(5,086)
|
883
|
Other fair value
adjustments
|
-
|
238
|
-
|
238
|
Interest & FX on contingent
consideration
|
1,023
|
3,392
|
1,023
|
3,392
|
Adjusted profit before tax
|
28,690
|
47,117
|
28,690
|
47,117
|
Finance income and costs net of
acquisition related costs and adjustments
|
(106)
|
556
|
n/a
|
n/a
|
Depreciation and loss on disposal of
tangible assets
|
1,289
|
1,085
|
n/a
|
n/a
|
Amortisation of intangible assets
(excluding development costs and acquired intangibles)
|
-
|
16
|
n/a
|
n/a
|
Adjusted EBITDA
|
29,873
|
48,774
|
|
|
Taxation (net of impacts on
adjustments)
|
|
(3,467)
|
(7,457)
|
Adjusted profit after tax
|
25,223
|
39,660
|
Adjusted basic EPS2
|
17.5
|
27.8
|
Note: amortisation and impairment on
development costs are included in the calculation of adjusted
EBITDA, adjusted profit before tax and adjusted profit after
tax.
1 Share-based compensation charges include employers' national
insurance contributions due on the exercising of the share
options.
2 The calculation of adjusted earnings per share is based on the
adjusted profit after tax divided by the weighted average number of
shares (either basic or diluted).
Share-based compensation charges of £0.4
million (FY 2022: £0.1 million credit) relate to options that were
granted to the Executive Directors, the senior leadership team and
other members of the team under a variety of schemes which other
than in the case of the Executive Directors will be satisfied by
shares held in the Employee Benefit Trust ("EBT"). The charge in
the period was impacted by a credit which relates to the Executive
options granted in 2021 that have failed to meet the minimum
performance criteria. The credit in the prior year relates to the
reversal of a national insurance accrual made in FY 2021 reflecting
a lower actual charge in FY 2022.
Acquisition-related adjustments created a net
benefit in the period compared to a cost impact in the prior year
with a credit of £2.7 million (FY 2022: £9.2 million debit)
relating to one-off costs directly associated with the acquisitions
made over the last two years. Fair value movements in respect of
contingent consideration payments gave rise to a £5.1 million
credit (FY 2022: £0.9 million cost). There were no associated
management incentive payments in FY 2023 (FY 2022: £3.8 million)
and other acquisition costs and fair value adjustments totalled
£1.4 million (FY 2022: £1.1 million). Finance costs relating to
contingent consideration fell to £1.0 million (FY 2022: £3.4
million) reflecting the lower balances outstanding.
Adjusted
EBITDA
Adjusted EBITDA was £29.9 million (FY 2022:
£48.8 million) reflecting the pressure on gross margins and
administrative expenses and including the non-cash title impairment
charges as outlined above. Adjusted EBITDA excludes acquisition
related adjustments and fees, amortisation on and impairment of
acquired intangible assets, share-based compensation, one-off Games
Label restructuring costs and tax.
Loss Before
Tax
The non-cash impairment charges outlined above
totalling £32.0 million (FY 2022: £nil) had a significant impact in
the period resulting in a reported pre-tax loss of £1.1 million (FY
2022: £28.7 million profit). This also reflects the reduced gross
margins and the acquisition-related costs that are required to be
taken through the profit and loss account. Adjusted profit before
tax, adjusting for the items outlined in the APMs table above, was
£28.7 million (FY 2022: £47.1 million).
The tax charge for the year was £2.7 million
(FY 2022: £5.2 million). There were two significant non-taxable
items during the year that affected loss before tax which were
goodwill impairment and fair value adjustments on contingent
consideration from business acquisitions totalling £18.3 million
(FY 2022: negative £0.9 million). Removing these from the loss
before tax gives an effective tax rate for the year of 16% (FY
2022: 18%).
Earnings Per
Share ("EPS")
Basic EPS was (2.6) pence (FY 2022: 16.5 pence)
and reflects the impact of one-off acquisition-related adjustments
and fees (net of tax) described in the APMs table above as well as
being materially impacted by the non-cash impairment charges. Basic
adjusted EPS, reflecting the APM adjustments noted above and
calculated using the adjusted profit after tax was 17.5 pence (FY
2022: 27.8 pence).
Statement of
Financial Position
The Group remains highly cash generative with
an operating cash conversion of 87% (FY 2022: 108%), and a net
inflow of cash from operations of £41.4 million (FY 2022: £49.4
million). As a result of the outflow of acquisition-related
payments for IAS (£1.8m), cash earn-out payments in the period for
astragon, Team17 USA, HLL and IAS (£18.6 million) and investment in
capitalised development costs (£32.2 million), there was an overall
net decrease in cash and cash equivalents to £42.8 million (FY
2022: £50.8 million) which includes £2.9 million (FY 2022: £3.0
million) held in the Employee Benefit Trust.
The EBT remains an important fund established
at IPO to support employee share awards and incentivise team
members across the Group. All UK and EU employees across the Group
continue to be awarded share options on joining, noting that the
use of the EBT ensures that this avoids the issue of new shares to
satisfy these and other employee options.
Goodwill and intangible assets now total £210.0
million (FY 2022: £234.1 million) following the impairment reviews
outlined above. As at 31 December 2023, the net book value of
goodwill was £86.2 million (FY 2022: £113.4 million) which reflects
the impairment of goodwill associated with Team17 USA. The value of
the Group's brands now stands at £57.6 million (FY 2022: £63.8
million) which takes into account the annual brand amortisation
charge. The current net book value of capitalised development costs
at year end stands at £35.1 million (FY 2022: £26.8
million).
There were no material trading-related
movements in working capital. Trade and other payables reduced
significantly at the year end to £35.4 million (FY 2022: £52.3
million) primarily driven by the reduction in contingent
consideration reflecting the final anticipated earn-out payment due
to be made in the first half of FY 2024.
As a result of the ending of payments related
to past acquisitions, and subject to the level of future M&A
activity, the Group expects to be cash generative in FY
2024.
Acquisition in
the year
As previously announced on 28 April 2023,
astragon Entertainment GmbH completed the acquisition of 100% of
the share capital of Independent Arts Software GmbH ("IAS") for a
maximum payment of £3.1 million (€3.5 million) subject to the
seller and business meeting certain requirements. IAS is a games
development studio based in Germany and is now supporting
astragon's strategic development of first-party IP simulation
games.
Share
Issues
As at 31 December 2023, the Group's issued
share capital comprised 145,803,620 ordinary shares of £0.01 each
(FY 2022: 145,593,271). A total of 210,349 shares were issued
during the year as part of the FY 2022 earn-out relating to the
acquisition of Team17 USA.
A total of 294,535 (FY 2022: 313,500) share
options were issued during the year to the Executive Directors with
a three-year vesting period with performance criteria and a further
532,858 (FY 2022: 131,300) share options were issued to other
employees across the Group also with a similar three-year vesting
period and performance criteria.
The Group has extended the use of its Long-Term
Incentive Plan with performance criteria across its senior
divisional leadership team together with the deferred bonus share
plan for senior management. The Games Label continues to administer
an All-Employee Share Incentive Plan ("SIP") which is a UK employee
SIP with matching shares open to all UK employees and which
continues to be well supported.
Mark
Crawford
Chief Financial
Officer
Team17 Group
plc
Unaudited
Consolidated Income Statement
|
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
(restated)
|
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
|
Revenue
|
|
4
|
159,125
|
142,282
|
|
|
|
|
|
Cost of sales
|
|
|
(101,620)
|
(72,666)
|
Gross profit
|
|
|
57,505
|
69,616
|
|
|
|
|
|
Other income
|
|
|
176
|
469
|
Administrative expenses
|
|
|
(57,639)
|
(37,819)
|
Operating profit
|
|
5
|
42
|
32,266
|
|
|
|
|
|
Finance income
|
|
|
344
|
34
|
Finance cost
|
|
|
(1,261)
|
(3,982)
|
Share of net (loss)/profit of
associates accounted for using the equity method
|
|
(205)
|
347
|
(Loss)/Profit before tax
|
|
|
(1,080)
|
28,665
|
|
|
|
|
|
Taxation
|
|
6
|
(2,665)
|
(5,187)
|
(Loss)/Profit for the year
|
|
|
(3,745)
|
23,478
|
|
|
|
|
|
Basic earnings per share
|
|
7
|
(2.6) Pence
|
16.5 Pence
|
Diluted earnings per
share
|
|
7
|
(2.6) Pence
|
16.4 Pence
|
Certain comparative balances included within
the consolidated income statement have been restated as disclosed
in note 2.
Team17 Group
plc
Unaudited
Consolidated Statement of Comprehensive Income
|
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
(Loss)/Profit for the year
|
|
|
(3,745)
|
23,478
|
|
|
|
|
|
Items which might be reclassified to profit or
loss:
|
|
|
|
Exchange (loss)/gain on translation
of foreign operations
|
|
|
(3,209)
|
8,070
|
Total comprehensive (expense)/income for the
year
|
|
|
(6,954)
|
31,548
|
Team17 Group
plc
Unaudited
Consolidated Statement of Financial Position
|
Note
|
|
31 December
2023
(unaudited)
£'000
|
31 December
2022
(audited)
(restated)
£'000
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
8
|
|
86,244
|
113,424
|
Other intangible assets
|
8
|
|
123,748
|
120,685
|
Investments accounted for using
the
equity method
|
|
|
867
|
1,045
|
Property, plant and
equipment
|
|
|
1,440
|
1,692
|
Right-of-use assets
|
|
|
3,172
|
2,785
|
|
|
|
215,471
|
239,631
|
Current assets
|
|
|
|
|
Inventories
|
|
|
960
|
1,225
|
Trade and other
receivables
|
|
|
38,408
|
36,044
|
Cash and cash equivalents
|
10
|
|
42,824
|
50,828
|
|
|
|
82,192
|
88,097
|
Total assets
|
|
|
297,663
|
327,728
|
EQUITY AND LIABILITIES
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
|
1,458
|
1,456
|
Share premium
|
|
|
137,572
|
132,126
|
Retained earnings
|
|
|
97,514
|
100,785
|
Other reserves
|
|
|
10,235
|
18,093
|
Total equity
|
|
|
246,779
|
252,460
|
Non-Current liabilities
|
|
|
|
|
Lease liabilities
|
|
|
2,889
|
2,625
|
Contingent consideration
|
11
|
|
-
|
9,369
|
Provisions
|
|
|
113
|
140
|
Deferred tax liabilities
|
|
|
8,386
|
9,169
|
Total non-current liabilities
|
|
|
11,388
|
21,303
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
|
35,422
|
52,339
|
Tax payables
|
|
|
3,391
|
1,262
|
Lease liabilities
|
|
|
683
|
364
|
Total current liabilities
|
|
|
39,496
|
53,965
|
Total liabilities
|
|
|
50,884
|
75,268
|
Total equity and liabilities
|
|
|
297,663
|
327,728
|
Certain comparative balances included within
the consolidated statement of financial position have been
reallocated as disclosed in note 2.
Team17 Group
plc
Unaudited Consolidated Statement
of Changes in Equity
|
Share
capital
£'000
|
Share
premium
£'000
|
Retained
earnings
£'000
|
Other
reserves
(restated)
£'000
|
Total
£'000
|
Balance at
1
January 2022 (audited)
|
1,315
|
44,084
|
76,863
|
5,374
|
127,636
|
Comprehensive
income
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
23,478
|
-
|
23,478
|
Other comprehensive expense for the
year
|
-
|
-
|
-
|
8,070
|
8,070
|
Total comprehensive income
|
-
|
-
|
23,478
|
8,070
|
31,548
|
Transactions with
owners
|
|
|
|
|
|
Issue of shares for a business
combination
|
6
|
-
|
-
|
4,649
|
4,655
|
Issue of shares for acquisition of
IP
|
15
|
11,779
|
-
|
-
|
11,794
|
Issue of shares to satisfy share
options
|
10
|
-
|
-
|
-
|
10
|
Contributions of equity
|
110
|
76,263
|
-
|
-
|
76,373
|
Share based compensation
|
-
|
-
|
444
|
-
|
444
|
Total transactions with owners
|
141
|
88,042
|
444
|
4,649
|
93,276
|
Balance at
31
December 2022 (audited)
|
1,456
|
132,126
|
100,785
|
18,093
|
252,460
|
Adjustment
|
-
|
4,649
|
-
|
(4,649)
|
-
|
Comprehensive
income
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
(3,745)
|
-
|
(3,745)
|
Other comprehensive expense for the
year
|
-
|
-
|
|
(3,209)
|
(3,209)
|
Total comprehensive income
|
-
|
-
|
(3,745)
|
(3,209)
|
(6,954)
|
Transactions with
owners
|
|
|
|
|
|
Issue of shares for a business
combination
|
2
|
797
|
-
|
-
|
799
|
Share based compensation
|
-
|
-
|
474
|
-
|
474
|
Total transactions with owners
|
2
|
797
|
474
|
-
|
1,273
|
Balance at
31
December 2023 (unaudited)
|
1,458
|
137,572
|
97,514
|
10,235
|
246,779
|
Certain comparative balances included within
the consolidated statement of changes in equity have been
reallocated as disclosed in note 2.
Team17 Group
plc
Unaudited
Consolidated Statement of Cash Flows
|
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
Note
|
|
£'000
|
£'000
|
Operating activities
|
|
|
|
|
(Loss)/Profit before tax
|
|
|
(1,080)
|
28,665
|
Adjustments for:
|
|
|
|
|
Amortisation of intangible
assets
|
8
|
|
26,433
|
19,593
|
Impairment of intangible
assets
|
8
|
|
32,000
|
-
|
Depreciation of property, plant and
equipment
|
|
|
692
|
625
|
Depreciation of right-of-use
assets
|
|
|
563
|
461
|
Loss on disposal of property, plant
and equipment
|
|
|
34
|
-
|
Fair value movement in
contingent
consideration
|
11
|
|
(5,086)
|
884
|
Share-based compensation
|
|
|
(474)
|
443
|
Share of loss/(profit) of
associates
|
|
|
205
|
(347)
|
Finance income
|
|
|
(344)
|
(34)
|
Finance cost
|
|
|
1,261
|
3,983
|
(Increase) in trade and other
receivables
|
|
|
(394)
|
(1,892)
|
(Decrease)/Increase in
provisions
|
|
|
(27)
|
31
|
(Decrease)/Increase in trade and
other payables
|
|
|
(3,301)
|
4,510
|
Increase/(Decrease) in
inventories
|
|
|
239
|
(735)
|
Cash generated from operations
|
|
|
50,721
|
56,187
|
Payments for contingent
consideration on business acquisitions
|
|
|
(4,189)
|
-
|
Income taxes paid
|
|
|
(5,148)
|
(6,761)
|
Net
cash inflow from operating activities
|
|
|
41,384
|
49,426
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
Acquisition of astragon (net of cash
acquired)
|
|
|
-
|
(65,024)
|
Acquisition of the Label (net of
cash acquired)
|
|
|
-
|
(12,134)
|
Acquisition of Independent Arts
Software (net of cash acquired)
|
9
|
|
(1,792)
|
-
|
Payment for contingent consideration
on business acquisitions
|
11
|
|
(6,886)
|
(5,236)
|
Purchase of IP
|
11
|
|
(7,500)
|
(18,750)
|
Purchase of other
intangibles
|
8
|
|
(900)
|
-
|
Purchase of property, plant and
equipment
|
|
|
(477)
|
(723)
|
Payments for capitalised development
costs
|
8
|
|
(32,184)
|
(26,110)
|
Proceeds from sale of property,
plant and equipment
|
|
|
35
|
-
|
Interest received
|
|
|
299
|
34
|
Net
cash from investing activities
|
|
|
(49,405)
|
(127,943)
|
Cash flow from financing activities
|
|
|
|
|
Proceeds from issue of
shares
|
|
|
-
|
76,397
|
Interest paid
|
|
|
(89)
|
(131)
|
Principal elements of lease
payments
|
|
|
(546)
|
(417)
|
Repayment of bank loans
|
|
|
-
|
(2,136)
|
Net
cash from financing activities
|
|
|
(635)
|
73,713
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
|
(8,656)
|
(4,804)
|
Cash and cash equivalents at
beginning of period
|
|
|
50,828
|
55,302
|
Effects of exchange rates on cash
and cash equivalents
|
|
|
652
|
330
|
Cash and cash equivalents at end of period
|
10
|
|
42,824
|
50,828
|
Notes to the
Unaudited Consolidated Financial Statements
1.
Nature of operations and general information
The principal activity of Team17
Group plc and its subsidiaries (the Group) is the development and
publishing of independent ("Indie') premium video games and
development of educational entertainment apps for children and a
leading working simulation games developer and
publisher.
2.
Basis of preparation
The preliminary results for the year
ended 31 December 2023 are unaudited. The financial information set
out in this announcement does not constitute the Group's financial
statements for the year ended 31 December 2023 as defined by
Section 434 of the Companies Act. This financial information has
been prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006. It
has been prepared on the historical cost basis, except for those
items which are measured at fair value.
This financial information should be
read in conjunction with the financial statements of Team17 Group
plc for the year ended 31 December 2022 (the "Prior year financial
statements"), which are available from the Registrar of Companies.
The Prior year financial statements which were prepared in
accordance with UK adopted international accounting standards (UK
IFRS) and the applicable legal requirements of the Companies Act
2006. The auditors, PricewaterhouseCoopers LLP, reported on those
accounts and their report was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under Section 498 (2) or (3) of the Companies Act 2006.
The Group's financial statements for
the year ended 31 December 2023 will be finalised on the basis of
the financial information presented by the Directors in these
preliminary results and will be delivered to the Registrar of
Companies following the Annual General Meeting of Team17 Group
plc.
Reclassification of comparatives
The Group previously presented
merger reserve and currency translation reserve separately in the
Consolidated Statement of Financial Position and Consolidated
Statement of Changes in Equity. Management believes it to be more
relevant to amalgamate these reserves into "other reserves". Prior
year comparatives as at 31 December 2022 have been restated to
conform with current year presentation.
Accounting policies
The Group's principal accounting
policies used in preparing this information are as stated on pages
55 to 63 of the prior year financial statements. There have been no
changes to accounting policies implemented since the date of the
prior year financial statement except as disclosed
below:
Revenue recognition and
restatement
The Group is constantly reviewing
revenue contracts to assess whether the Group is acting as an agent
or a principal. As part of this review, it has been determined that
the Group acts as a principal in contracts generating digital sales
through the Apple and Google app stores. Revenue from these
contracts should be recognised gross of platform fees with the
corresponding platform fees being included in cost of sales to
better reflect the substance of the transaction whereas
historically revenue was recognised net of platform fees. This
restatement has no impact on profits in either the current or prior
year. For consistency, the revenue balances for the year ending 31
December 2022 have been restated increasing revenue by £4,838,000
with a corresponding increase in cost of sales. There are no
further changes to the revenue recognition policies in the
year.
Going Concern
Management has produced a Group
forecast that has also been sensitised to reflect a severe but
plausible downside scenario, which has been reviewed by the
Directors. This demonstrates the Group is forecast to generate
profits and cash in the year ending 31 December 2024 and beyond and
that the Group has sufficient cash reserves to enable the Group to
meet its obligations as they fall due for a period of at least 12
months from the release of these results.
As such, the Directors are satisfied
that the Group has adequate resources to continue to operate for
the foreseeable future. For this reason, they continue to adopt the
going concern basis for preparing these results.
3.
Segmental information
The Group has three different
operating segments within the business which are as
follows:
●
Games Label - Developing and publishing video
games for the digital and physical market
●
Simulation - Developing and publishing simulation
games for the digital and physical market
●
Edutainment - Developing educational entertainment
apps for children
The chief operating decision maker
("CODM") of the Group is considered to be the Group CEO and CFO,
the group executive directors. The CODM reviews the Group's
internal reporting in order to assess performance and allocate
resources. The CODM determines the operating segments based on
these reports and on the internal reporting structure.
The CODM considered the aggregation
criteria set out within IFRS 8 "Operating Segments" where two or
more operating segments can be combined for reporting purposes so
long as aggregation provides financial statement users with
information to evaluate the business and the environment in which
it operates.
After assessing this criteria, the
CODM deems it appropriate for all three operating segments to be
aggregated and reported as a single segment. Each segment develops
and publishes games and apps using own and third-party IP through
similar distribution methods with similar margins in the same
regulatory environments. Therefore, all figures reported in the
annual report are reported as a single aggregated reporting
segment.
Non-current assets are located in
the following locations:
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
UK
|
|
101,690
|
106,535
|
EU
|
|
108,792
|
105,588
|
Rest of World
|
|
4,989
|
27,508
|
|
|
215,471
|
239,631
|
4.
Revenue
All revenue was generated by the
sale of goods.
Whilst the CODM considers there to
be only one reportable segment, the Company's portfolio of games is
split between first-party IP (those based on IP owned by the Group)
and third-party IP incurring royalties. Therefore, to aid the
readers understanding of our results, the split of revenue from
these two categories is shown below:
|
|
Unaudited
Year ended
31 December
2023
£'000
|
Audited
Year ended
31 December
2022
(restated)
£'000
|
Internal IP
|
|
55,854
|
56,484
|
Third Party IP
|
|
103,271
|
85,798
|
|
|
159,125
|
142,282
|
The Group is constantly reviewing
contracts in line with the significant estimates and judgements as
set out in note 2. As part of this review, it has been determined
that the Group acts as a principal for digital sales through the
Apple and Google app stores. Revenue from these contracts should be
recognised gross of platform fees with the corresponding platform
fees being included in cost of sales to better reflect the
substance of the transaction. Historically revenue was recognised
net of platform fees. This restatement has no impact on profits in
either the current or prior year. For consistency, the revenue
balances for the year ending 31 December 2022 have been restated
increasing revenue by £4,838,000 with a corresponding increase in
cost of sales.
The Group does not provide any
information on the geographical location of sales as the majority
of revenue is through third-party distribution platforms which are
responsible for the sales data of consumers.
All committed revenue contracts in
progress at the 31 December 2023 are expected to be completed and
recognised in revenue within one year or less. As permitted under
IFRS 15, the transaction price allocated to these unsatisfied
contracts is not disclosed. All brought forward accrued income and
deferred income has been recognised or released during the
year.
The following customers each
contributed over 10% of the total revenue in FY 2023:
|
|
Unaudited
Year ended
31 December
2023
£'000
|
Audited
Year ended
31 December
2022
(restated)
£'000
|
Steam
|
|
45,066
|
38,310
|
Microsoft
|
|
17,679
|
13,993
|
Sony
|
|
28,952
|
21,104
|
Nintendo
|
|
17,344
|
16,039
|
Apple
|
|
19,980
|
15,667
|
|
|
129,021
|
105,113
|
5.
Operating profit
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
The
following items are charged/(credited) in operating
profit:
|
|
|
|
Cost of sales
|
|
|
|
Amortisation of development
costs
|
|
12,674
|
9,277
|
Impairment of development
costs
|
|
11,121
|
-
|
Redundancy costs
|
|
1,010
|
-
|
Administrative expenses
|
|
|
|
Amortisation of intangible assets
(excluding development costs)
|
|
13,759
|
10,316
|
Impairment of goodwill
|
|
20,879
|
-
|
Depreciation of property, plant and
equipment
|
|
692
|
625
|
Depreciation of right-of-use
assets
|
|
563
|
461
|
Redundancy costs
|
|
199
|
-
|
Acquisition fees
|
|
44
|
863
|
Fair value adjustment on contingent
consideration
|
|
(5,086)
|
884
|
6.
Taxation
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
Current tax:
|
|
|
|
Current year tax
|
|
6,756
|
7,284
|
Video Games Tax Relief
|
|
(1,067)
|
(455)
|
Research & Development
Relief
|
|
-
|
(75)
|
Adjustments in respect of prior periods:
|
|
|
|
Video Games Tax Relief
|
|
(589)
|
(453)
|
Other
|
|
564
|
(127)
|
Deferred tax:
|
|
|
|
Origination and reversal of
temporary differences
|
|
(2,999)
|
(987)
|
Total tax charge
|
|
2,665
|
5,187
|
|
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
Reconciliation of total tax charge:
|
|
|
|
(Loss)/Profit before tax
|
|
(1,080)
|
28,665
|
Taxation using the UK Corporation Tax rate of 23.5% (2022:
19%)
|
|
(254)
|
5,446
|
Effects of:
|
|
|
|
Expenses not deductible for tax
purposes
|
|
3,964
|
164
|
R&D Relief
|
|
-
|
(75)
|
Video Games Tax Relief
|
|
(1,067)
|
(455)
|
Adjustments in respect of prior
periods
|
|
(25)
|
(580)
|
Change in tax rate
|
|
(192)
|
(372)
|
Overseas tax on profits
|
|
239
|
1,059
|
Total tax charge
|
|
2,665
|
5,187
|
Deferred taxes at the balance sheet
date have been measured using the enacted tax rates of between
12.5% and 30% (2022: 12.5% and 30%).
In the Spring Budget 2021, the
Government announced that from 1 April 2023 the corporation tax
rate would increase to 25%. This was substantively enacted on 24
May 2021 as part of Finance Bill 2021.
During the year a hybrid rate of 23.5% has been used representing 3
months at the previous tax rate of 19% and 9 months at the new rate
of 25%.
7.
Earnings per share
The calculation of the basic
earnings per share is based on the (loss) / profit attributable to
the shareholders of Team17 Group plc divided by the weighted
average number of shares in issue. The weighted average number of
shares takes into account treasury shares held by the Team17
Employee Benefit Trust. The diluted earnings per share uses the
same calculation however the number of shares in issue are adjusted
to include shares considered to be dilutive under the treasury
stock method. An option is considered to be dilutive when the total
proceeds per option is less than the average share price for the
period.
|
Unaudited
Year ended
31 December
2023
|
Audited
Year ended
31 December
2022
|
Profit attributable to shareholders
£'000
|
(3,745)
|
23,478
|
Weighted average number of
shares
|
143,809,466
|
142,644,403
|
Weighted average diluted number of
shares
|
144,005,551
|
143,247,940
|
Basic earnings per share
(pence)
|
(2.6)
|
16.5
|
Diluted earnings per share
(pence)
|
(2.6)
|
16.4
|
8.
Intangible assets
|
Development
costs
£'000
|
Brands
£'000
|
Acquired
Apps
£'000
|
Customer and developer
relationships
£'000
|
Goodwill
£'000
|
Other
intangibles
£'000
|
Total
£'000
|
Cost
|
|
|
|
|
|
|
|
At 1 January 2022
|
29,597
|
34,738
|
6,228
|
-
|
41,449
|
107
|
112,119
|
Additions
|
26,032
|
43,773
|
-
|
|
-
|
11
|
69,816
|
Amounts arising on
acquisitions
|
-
|
2,034
|
21,716
|
4,720
|
65,964
|
-
|
94,434
|
Translations on foreign
operations
|
303
|
138
|
1,410
|
560
|
6,011
|
6
|
8,428
|
Disposals
|
(440)
|
-
|
-
|
-
|
-
|
-
|
(440)
|
At 31 December 2022
|
55,492
|
80,683
|
29,354
|
5,280
|
113,424
|
124
|
284,357
|
Additions
|
32,184
|
-
|
-
|
-
|
-
|
900
|
33,084
|
Adjustments
|
-
|
-
|
8,269
|
-
|
(5,561)
|
-
|
2,708
|
Amounts arising on
acquisitions
|
-
|
-
|
-
|
-
|
2,103
|
-
|
2,103
|
Translation on foreign
operations
|
(195)
|
(66)
|
(405)
|
(261)
|
(2,843)
|
(4)
|
(3,774)
|
Disposals
|
(3,401)
|
-
|
-
|
-
|
-
|
-
|
(3,401)
|
At
31 December 2023
|
84,080
|
80,617
|
37,218
|
5,019
|
107,123
|
1,020
|
315,077
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
At 1 January 2022
|
19,749
|
10,749
|
311
|
-
|
-
|
2
|
30,811
|
Charge for the year
|
9,277
|
6,115
|
3,669
|
516
|
-
|
16
|
19,593
|
Translation on foreign
operations
|
76
|
9
|
164
|
12
|
|
23
|
284
|
Disposals
|
(440)
|
-
|
-
|
-
|
-
|
-
|
(440)
|
At 31 December 2022
|
28,662
|
16,873
|
4,144
|
528
|
-
|
41
|
50,248
|
Charge for the year
|
12,674
|
6,118
|
6,365
|
512
|
-
|
764
|
26,433
|
Impairment
|
11,121
|
-
|
-
|
-
|
20,879
|
-
|
32,000
|
Translation on foreign
operations
|
(48)
|
(6)
|
(100)
|
(37)
|
-
|
(4)
|
(195)
|
Disposals
|
(3,401)
|
-
|
-
|
-
|
-
|
-
|
(3,401)
|
At
31 December 2023
|
49,008
|
22,985
|
10,409
|
1,003
|
20,879
|
801
|
105,085
|
|
|
|
|
|
|
|
|
Net carrying amount
|
|
|
|
|
|
|
|
At
31 December 2023
|
35,072
|
57,632
|
26,809
|
4,016
|
86,244
|
219
|
209,992
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
26,830
|
63,810
|
25,210
|
4,752
|
113,424
|
83
|
234,109
|
Adjustments
During the year the valuation of
brands related to the acquisition of astragon Entertainment GmbH
was reassessed and an adjustment was identified in the valuation
model after the permitted IFRS 3 measurement period for determining
fair value. This reassessment increased the valuation of the
acquired apps asset by £8,269,000, whilst decreasing the value of
Goodwill by £5,561,000 and increasing the related deferred tax
liability by £2,708,000. These reclassification adjustments have
been made in the current year accordingly.
Development costs
The Group capitalises the costs of
developing new games for release to the market. The balance
consists of internal salary costs, advances payable to external
developers under development agreements and other external
payments. Amortisation is calculated over the assets useful life of
between 2 to 5 years. The assets are tested for impairment annually
or more frequently if there are indicators of
impairment.
The recoverable amount of
development cost assets at 31 December 2023 are determined from the
value in use. In arriving at a value in use, management has used a
2 to 3 year cashflow forecast in line with the expected useful life of the assets. These cashflows are not
discounted due to the short term nature of the assets. Through this
process, impairment of £11,121,000 was recognised on development
cost assets. This impairment is due to the titles not meeting their
full market potential in a congested marketplace.
Key assumptions used for value-in use
calculations
Management considers the projected
future cash inflows to be the key assumption in calculating the
value in use of each asset. Budgeting is done on a game by game
basis, with game revenues varying based on management's best
estimates.
Impact of possible changes in key
assumptions
In assessing the carrying value of
Development costs, management performed sensitivity analysis on
each of the key assumptions. In assessing the sensitivity of
projected future cash inflows the effects of a decrease in revenue
of 10% were modelled and this would cause an additional impairment
of £604,000.
Brands
These reflect the value of brands
acquired either through direct purchases of IP recognised under IAS
38 "Intangible Assets" or brands recognised under IFRS 3 "Business
Combinations". Amortisation on brands are calculated on a
straight-line basis over the assets estimated useful life of
between 10 and 15 years.
Acquired games and apps
These represent the fair value of
games and apps arising at acquisition. The assets are tested for
impairment annually or more frequently if there are indicators of
impairment. Amortisation is calculated over the estimated useful
life using the following policy:
Acquired Apps
7 to 10 years straight-line
Indicators of impairment
The financial performance of games
and apps were assessed against the forecasts produced at the point
of acquisition for indicators of impairment. Where an impairment
trigger was identified due to under performance, a 10 year cashflow
forecast was produced to measure the value in use. No impairment
was identified through this process.
Key assumptions used for value-in use
calculations
Management consider the pre-tax
discount rate to be a key assumption in the calculation of value in
use and the rate used in the model is 17.5%. We reviewed
sensitivities to this and any increase of the discount rate to over
18.4% would reduce the headroom in the value in use model over the
carrying value to £Nil.
Projected future cash inflows
(revenue) from unreleased titles are also considered to be a key
assumption. Budgeting is done on a game by game basis, with game
revenues varying based on management's best estimates. A reduction
of 3% to future unreleased sequel revenue in the model would reduce
the headroom over the carrying value to £Nil.
Customer and developer relationships
This is the fair value of
relationships held with customers and developers acquired through
business combinations. Group capitalises the costs of developing
new games for release to the market. Amortisation is calculated
over the assets estimated useful life of 10 years. The assets are
tested for impairment annually or more frequently if there are
indicators of impairment.
Customer and developer
relationships
10 years straight-line
Goodwill
The Group tests for impairment
annually, or more frequently if there are indicators that goodwill
might be impaired. There are 4 cash-generating units ("CGUs") in
the Group which are as follows:
· Team
17 Digital (Indie Games)
· StoryToys (Edutainment)
· Astragon (Simulation)
· Team17
(USA) (Mobile licence)
The carrying value of Goodwill
allocated to those CGU's is split as follows:
|
Team 17
Digital
£'000
|
StoryToys
(Edutainment)
£'000
|
astragon
(Simulation)
£'000
|
Team17
(USA)
£'000
|
Total
£'000
|
At 1 January 2022
|
22,379
|
19,070
|
-
|
-
|
41,449
|
Acquisitions
|
-
|
-
|
45,410
|
20,554
|
65,964
|
Foreign exchange
|
-
|
1,054
|
2,519
|
2,438
|
6,011
|
At 31 December 2022
|
22,379
|
20,124
|
47,929
|
22,992
|
113,424
|
Adjustments
|
-
|
-
|
(5,561)
|
-
|
(5,561)
|
Acquisitions
|
-
|
-
|
2,103
|
-
|
2,103
|
Foreign exchange
|
-
|
(450)
|
(1,254)
|
(1,139)
|
(2,843)
|
Impairment
|
-
|
-
|
-
|
(20,879)
|
(20,879)
|
At 31 December 2023
|
22,379
|
19,674
|
43,217
|
974
|
86,244
|
The recoverable amount of each of
the cash-generating units ("CGUs") at 31 December 2023 is
determined from the value in use which is higher than the fair
value less costs of disposal. In arriving at a value in use
management has used a discounted 5-year bottom up forecast before
applying a long-term growth assumption. The discount rates and
terminal growth used in the impairment assessment of each CGU is as
follows:
|
2023
|
2022
|
CGU
|
Pre-Tax Discount Rate
Used
|
Terminal Growth Rate
Used
|
Pre-Tax Discount Rate
Used
|
Terminal Growth Rate
Used
|
Team 17 Digital
|
12.9%
|
2.0%
|
12.5%
|
2.0%
|
StoryToys (Edutainment)
|
21.2%
|
2.0%
|
19.9%
|
2.0%
|
astragon (Simulation)
|
17.5%
|
2.0%
|
15.9%
|
2.0%
|
Team17 USA
|
29.5%
|
2.5%
|
27.8%
|
3.0%
|
Key assumptions used for value-in use
calculations
When reviewing for impairment of
goodwill in CGU's, management prepare cashflow forecasts to
estimate the value in use. Management consider the following to be
the key assumptions in the cashflow:
· Pre-Tax discount rate
· Terminal growth rate
During the year the pre-tax discount
rate has been adjusted to take into account the Group's size risk
premium which is based on the market cap for the Group.
Projected future cash inflows
(revenue) are also considered to be a key assumption. Budgeting is
done on a game by game basis, with game revenues varying based on
management's best estimates.
Impact of possible changes in key
assumptions
In assessing the carrying value of
Goodwill management performed sensitivity analysis on each of the
key assumptions. The result of the sensitivity tests on each CGU
are detailed below. In assessing the sensitivity of projected
future cash inflows the sensitivity test was split between new
release revenue and back catalogue revenue. New release revenue is
deemed to be inherently riskier in nature and as such a higher
level of sensitivity was applied to new release cash inflows than
to back catalogue cash inflows.
The recoverable amount of each CGU
would equal its carrying amount if the key assumptions were to
change as follows:
|
2023
|
2022
|
CGU
|
Reduction in New Release
Revenue
|
Reduction in Back Catalogue
Revenue
|
Increase in Discount
Rate
|
Decrease of Terminal Growth
Rate
|
Reduction in New Release
Revenue
|
Reduction in Back Catalogue
Revenue
|
Increase in Discount
Rate
|
Decrease of Terminal Growth
Rate
|
Team 17 Digital
|
>100%*
|
36%
|
14.4%
|
143%
|
>100%*
|
>100%*
|
12.1%
|
42.7%
|
StoryToys (Edutainment)
|
24%
|
23%
|
4.6%
|
10.4%
|
33%
|
15%
|
6.7%
|
14%
|
astragon (Simulation)
|
9%
|
32%
|
1.9%
|
3.3%
|
>100%*
|
44%
|
4.2%
|
6.8%
|
Team17 USA
|
See
impairment section below
|
5%
|
10%
|
0.5%
|
0.9%
|
*In the case of a 100% reduction in
new release revenue the recoverable amount of the CGU would still
exceed its carrying value.
Impairment of Team17 (USA) Goodwill
The impairment review of Team17
(USA) identified impairment of £20,879,000. Team17 (USA) is
focussed on developing games for the mobile subscription market.
During the last two years the mobile subscription market has seen
increased competition reducing the ongoing performance income
received for launched games as well as reduced third-party new
games being secured for development. The below table shows the
increase in impairment from changes to the key estimates disclosed
above:
|
Change in key
estimate
|
Resulting increase in
impairment £'000
|
Reduction in new release
revenue
|
10%
|
568
|
Reduction in back catalogue
revenue
|
5%
|
109
|
Increase in discount rate
|
1%
|
259
|
Decrease of terminal growth
rate
|
1%
|
135
|
Other intangibles
These are made up of capitalised
software and are amortised under the following policies:
Capitalised
software
2 years straight-line
9.
Business combinations
Acquisition of Independent
Arts Software GmbH
On 27 April 2023 astragon
Entertainment GmbH acquired 100% of the share capital of
Independent Arts Software GmbH for a maximum payment of £3.1m
(€3.5m) subject to the seller and Company meeting certain
requirements. The initial payment for the acquisition was £1.8m
(€2.0m) in cash. A further payment of up to £1.3m (€1.5m) is
payable in cash based on the seller meeting certain requirements
following completion of the acquisition. There was no minimum due
on the contingent payment. The results of the business have been
included in the Consolidated Statement of Profit or Loss from the
date of acquisition. In the period from 1 January 2023 to the date
of acquisition, the results of the business were wholly immaterial
and therefore not disclosed.
Independent
Arts Software GmbH is a talented video game developer based in
Germany. The acquisition increases astragon's development
capabilities in the simulation space. Independent Arts Software
GmbH is a talented video game developer based in Germany. The
acquisition increases astragon's development capabilities in the
simulation space. The total consideration was made up of £1,792,000
of initial consideration and £964,000 of contingent consideration.
Details of the movement in contingent consideration can be found in
note 11.
Deferred and contingent
consideration has been recognised at present value which has been
calculated using a discount rate of 14.5%. Details of the purchase
consideration at initial recognition are as follows:
Contingent consideration consists
of the payments to the sellers included at fair value and payable
based on them and the Company meeting certain
requirements.
Contingent consideration
requirements - Management have assessed the likelihood of these
requirements being met. At acquisition, management assessed the
fair value of the contingent consideration using a risk weighted
model. This will be reassessed at each reporting date and the
movement in the fair value of the consideration amount recognised
in the Consolidated Statement of Profit or Loss.
The assets and liabilities
recognised as a result of the acquisition are as
follows:
|
Book
value
|
Fair value
adjustment
|
Fair value
acquired
|
|
£'000
|
£'000
|
£'000
|
Property, plant and
equipment
|
29
|
-
|
29
|
Right of use asset
|
-
|
135
|
135
|
Trade and other
receivables
|
783
|
-
|
783
|
Trade and other payables
|
(207)
|
40
|
(167)
|
Lease liabilities
|
-
|
(127)
|
(127)
|
Net
identifiable assets acquired
|
605
|
48
|
653
|
Add: Goodwill
|
|
|
2,103
|
Total consideration
|
|
|
2,756
|
|
|
|
|
The goodwill is attributable to
Independent Arts Software's talented development team. It has been
allocated to the Simulation segment of the business led by astragon
Entertainment GmbH which is the development and publishing of
simulation games for the digital and physical market. None of the
goodwill is expected to be deductible for tax purposes.
Acquisition
fees
Total acquisition fees for the year
ended 31 December 2023 of £44,000 (2022: £863,000) are included in
administrative expenses in the Consolidated Statement of Profit or
Loss.
Results from
acquisitions
Financial performance of Independent
Arts Software GmbH has not been disclosed as it was wholly
immaterial to the results for the year ended 31 December 2023. The
business was acquired in order to provide development support to
the astragon (Simulation) CGU and received no significant revenues
from outside of Group companies.
10.
Cash and cash equivalents
|
|
Unaudited
31 December
2023
|
Audited
31 December
2022
|
|
|
£'000
|
£'000
|
Cash at bank and in hand
|
|
39,923
|
47,875
|
Cash equivalents
|
|
2,901
|
2,953
|
|
|
42,824
|
50,828
|
Included within the cash equivalents
balance above is £2,901,000 (2022: £2,953,000) held by the Team17
Employment Benefit Trust. This cash is not readily available for
use by the Group to meet its everyday operating costs but can be
spent for the benefit of the employees and as such is considered
restricted cash.
11.
Contingent consideration
|
31 December
2023
£'000
|
31 December
2022
£'000
|
Amounts falling due in under one
year
|
4,944
|
17,965
|
Amounts falling due in over one
year
|
-
|
9,369
|
|
4,944
|
27,334
|
Included within trade and other
payables is £4,944,000 (FY 2022: £17,965,000) of contingent
consideration. Contingent consideration is broken down as
follows:
|
Business acquisitions
£'000
|
IP Purchase
£'000
|
Total
£'000
|
At 1 January 2022
|
5,287
|
-
|
5,287
|
On acquisition
|
14,379
|
13,228
|
27,607
|
Fair value adjustment
|
884
|
-
|
884
|
Interest
|
1,240
|
1,080
|
2,320
|
Foreign exchange
|
1,234
|
-
|
1,234
|
Payment
|
(9,998)
|
-
|
(9,998)
|
At 31 December 2022
|
13,026
|
14,308
|
27,334
|
On acquisition
|
964
|
-
|
964
|
Fair value adjustment
|
(2,614)
|
(2,472)
|
(5,086)
|
Interest
|
518
|
608
|
1,126
|
Foreign exchange
|
(332)
|
-
|
(332)
|
Payment - Cash (classified as
investing activities in the statement of cash flows)
|
(6,886)
|
(7,500)
|
(14,386)
|
Payment - Cash (classified as
operating activities in the statement of cash flows)
|
(4,189)
|
-
|
(4,189)
|
Payment - Shares
|
(487)
|
-
|
(487)
|
At 31 December 2023
|
-
|
4,944
|
4,944
|
Contingent consideration on business
acquisitions includes the following:
|
StoryToys
Limited
£'000
|
astragon Entertainment
GmbH
£'000
|
The Label
Inc
£'000
|
Independent Arts Software
GmbH
£'000
|
Total
£'000
|
At 1 January 2022
|
5,287
|
-
|
-
|
-
|
5,287
|
On acquisition
|
-
|
7,848
|
6,531
|
-
|
14,379
|
Fair value adjustment
|
-
|
4,466
|
(3,582)
|
-
|
884
|
Interest
|
-
|
560
|
680
|
-
|
1,240
|
Foreign exchange
|
193
|
250
|
791
|
-
|
1,234
|
Payment
|
(5,480)
|
(4,518)
|
-
|
-
|
(9,998)
|
At 31 December 2022
|
-
|
8,606
|
4,420
|
-
|
13,026
|
On acquisition
|
-
|
-
|
-
|
964
|
964
|
Fair value adjustment
|
-
|
-
|
(2,601)
|
(13)
|
(2,614)
|
Interest
|
-
|
257
|
261
|
-
|
518
|
Foreign exchange
|
-
|
(184)
|
(131)
|
(17)
|
(332)
|
Payment - Cash
|
-
|
(8,679)
|
(1,462)
|
(934)
|
(11,075)
|
Payment-- Shares
|
-
|
-
|
(487)
|
-
|
(487)
|
At 31 December 2023
|
-
|
-
|
-
|
-
|
-
|
The maximum value of outstanding
contingent consideration at the year end was £16.7 million (FY
2022: £48.8 million). A fair value adjustment was made during the
year reflecting the position of expected earnout payments at the
year end and included within administrative expenses in the
statement of profit or loss. The value of the earnout was
determined based on the performance criteria included in the
underlying contract.