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Sumo Group PLC (SUMO)

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Wednesday 31 March, 2021

Sumo Group PLC

Final Results 2020

RNS Number : 0362U
Sumo Group PLC
31 March 2021
 

31 March 2021

SUMO GROUP PLC

("Sumo Group", the "Group" or the "Company")

AIM: SUMO

 

FINAL RESULTS 2020

 

Sumo Group, the award-winning provider of creative and development services to the video games and entertainment industries, announces its final results for the year ended 31 December 2020 ("FY20"), which show substantial growth in revenue and Adjusted EBITDA and further outperform consensus market expectations for FY20, which were upgraded in January 2021 following the Group's positive trading update.

 

Financials

 

Reported results

2020

2019

Change

 

 

 

 

Revenue

£68.9m

£49.0m

+ 40.7%

Gross profit

£31.5m

£23.9m

+ 31.5%

Gross margin

45.7%

48.9%

 

Profit before taxation1

£0.9m

£7.4m

 

Cash flow from operations

£13.0m

£14.4m

 

Net cash

£6.8m

£12.9m

 

Basic earnings per share

1.08p

5.19p

 

Diluted earnings per share 

1.01p

5.07p

 

 

Underlying results

2020

2019

Change

 

 

 

 

Adjusted gross profit2

£31.7m

£25.2m

+ 25.8%

Adjusted gross margin3

41.8%

44.8%

 

Adjusted EBITDA4

£16.5m

£14.1m

+ 17.1%

 

1

The statutory profit before taxation of £0.9m in 2020 is stated after charging an amount of £7.3m arising on the acquisition of Pipeworks consisting of the £2.7m fair value loss on contingent consideration, £1.7m of amortisation of customer contracts and customer relationships and £2.9m of transactions costs on that acquisition. In addition, the statutory profit before taxation is stated after charging exceptional items other than the costs incurred on the acquisition of Pipeworks of £1.2m (2019: £0.5m) and the share-based payment charge of £5.0m (2019: £2.7m) and the unrealised gain on foreign currency derivative contracts of £1.0m.

2

Adjusted gross profit is a non-GAAP metric used by management and is not an IFRS disclosure. It is stated after adding back £0.2m (2019: £1.3m) investment in co-funded games expensed.

3

Adjusted gross margin is a non-GAAP metric used by management and is not an IFRS disclosure. It is stated after adding back to gross profit the investment in co-funded games expensed and, for Sumo Digital, adding to revenue amounts in respect of Video Games Tax Relief ("VGTR") and with no adjustment to either revenue or gross profit in respect of royalty income. It should be noted the definition of adjusted gross margin has changed this year following the acquisition of Pipeworks.

4

Adjusted EBITDA is a non-GAAP metric used by management and is not an IFRS disclosure. It is defined as statutory operating profit adding back amortisation, depreciation, share-based payment charge, investment in co-funded games expensed, exceptional items, the fair value loss on contingent consideration less the operating lease costs capitalised under IFRS 16 and foreign currency derivative contracts.

 

2020 highlights

 

·

Revenue growth of over 40%, comprising of 24% organic and 16% acquisitive growth, delivered in a year impacted by the COVID-19 pandemic

·

Adjusted EBITDA growth of 17.1%

·

Adjusted gross margin of 41.8% (2019: 44.8%), using a new definition following the acquisition of Pipeworks and the evolution of the royalty model. The underlying adjusted gross margin remains strong at 43.2%. The gross margin was impacted by two specific matters both of which were flagged at the half year being the cost expensed on Snake Pass 2 and the higher than usual holiday pay accrual as a result of the pandemic

·

279 milestones delivered and 12 games launched or announced during the year including five Own-IP games

·

First major acquisition completed in October 2020 - Pipeworks Inc ("Pipeworks"), an innovative and well-established West Coast US games developer, for an enterprise value, calculated at the time of acquisition, of up to $99.5m

·

Lab42, a cross-platform work for hire studio in Leamington Spa, acquired in May 2020, performing ahead of expectations

·

Total headcount increased to 1,043 at the year end (31 Dec 2019: 766), despite pandemic restrictions, including an aggregate of 163 people who joined through the acquisition of Lab42 and Pipeworks

·

Net cash at 31 December 2020 ahead of management expectations at £6.8m due to a number of timing effects

 

Post year end activity

 

·

Strategic acquisition of PixelAnt Games in Wroclaw, Poland, completed in January 2021, providing an established, low-risk base for growth in a video games talent hot-spot

·

3 Star Accreditation achieved in the Best Companies Survey

·

Two BAFTA wins for Sackboy A Big Adventure in March 2021 and two further nominations

·

Increasing emphasis on ESG, to ensure the business continues to grow and flourish in a sustainable way

·

Launch of Secret Mode, the Group's new publishing division, focused on bringing fresh, smaller games, developed either internally or by independent developers, to market

·

Now working on more than 40 projects with 28 different clients up from 21 projects with 12 different clients at April 2020

 

Outlook

 

·

Advancing technology and new platforms fuelling market trends, bolstering publisher confidence to increase the scope and spend on games and underpinning the Group's long-term growth

·

Global demand for quality premium content is constrained only by industry capacity

·

Ongoing Group focus on increasing headcount organically and via acquisition

·

Strong acquisition pipeline with a number of targets being actively pursued

·

Very strong pipeline of business development opportunities on major new projects, with both existing and new clients

·

A number of interesting Own-IP concepts being explored

·

Investment in the development of Secret Mode for its mid to long-term success

·

Strong visibility with 85% of Sumo Digital's budgeted development fees for FY21 contracted or near-contracted5 at end February 2021 (FY20: 73% at 31 March 2020) and, on a broadly comparable basis, Pipeworks is at 50%, similar level as the prior year

·

The Board views the opportunities for the Group in the year ahead and beyond extremely positively

 

5

Revenue is referred to as near contracted when management has a high degree of confidence in a project's size, scope, and timing. Typically, this would be when the key commercial terms have been agreed in principle and reflected in a draft contract which has undergone a legal review and does not contain any terms that are unacceptable to the Company.

 

Carl Cavers, Chief Executive Officer of Sumo Group, said:

 

"2020 has been an extraordinary year for us in so many ways. Our people have responded brilliantly to the pandemic restrictions, delivering many fantastic games and winning some incredible awards, including two BAFTAs. We also completed a major acquisition in the US and generated financial results ahead of everyone's expectations.

 

"Achieving 3 Star Accreditation in the Best Companies Survey, announced in February 2021, was a massive achievement for the Group but we won't rest on our laurels. Attracting and retaining the best talent lie at the heart of our future growth plans and we will continue adapting and improving to make Sumo Group the best place to work in video games.

 

"The year ahead is packed with even more exciting opportunities for our talent to shine, and we are excited about the launch of Secret Mode, our new publishing business, announced earlier this month. Our focus remains on delivering further strong growth organically and by acquisition, and the pipeline of opportunities remains strong. We have an enviable level of visibility on development fees in 2021 and, with our markets continuing to perform strongly, are increasingly confident about the future of the business."

 

Enquiries:

 

 

Sumo Group plc

Via Belvedere Communications

Carl Cavers, Chief Executive Officer

Tel: +44 (0) 7715 769 078

David Wilton, Chief Financial Officer

 

 

 

Zeus Capital Limited (Nominated Adviser & Joint Broker)

 

Nick Cowles / Andrew Jones

Tel: +44 (0) 161 831 1512

Ben Robertson / John Goold

 Tel: +44 (0) 203 829 5000

 

 

Investec Corporate & Investment Banking (Joint Broker)

 

David Flin/Bruce Garrow

  Tel: +44 (0) 207 597 5970

 

 

Belvedere Communications Limited

 

Cat Valentine

Tel: +44 (0) 7715 769 078

Keeley Clarke

Tel: +44 (0) 7967 816 525

Llew Angus

Tel: +44 (0) 7407 023 147

 

[email protected]

 

About Sumo Group plc

 

Sumo Group's businesses provide acclaimed development, design and publishing services to the video games and entertainment industries from studios in the UK, India, Canada, the US, and Poland.

 

Sumo Digital, as the Group's primary business, is one of the UK's largest independent developers of AAA-rated video games, having studios in Sheffield, Newcastle, Nottingham, Leamington Spa, Warrington and Pune, India. The business has acquired three studios since IPO, which operate under their own names, BAFTA award-winning The Chinese Room in Brighton, Red Kite Games in Leeds, Lab42 in Leamington Spa and PixelAnt Games in Wroclaw, Poland. Sumo Digital provides turnkey and co-development solutions to a global blue-chip client base.

 

Pipeworks is an innovative, well-established, and respected US video games developer based in Eugene, Oregon. It provides full development, co-development, and live operations to premier videogame publishers and other partners.

 

Atomhawk is a multi-award-winning visual design company, with studios in Newcastle and in Vancouver (Canada), servicing the games, film, and visual effects industries.

 

Secret Mode is a video games publisher, focused on delivering fresh and new gaming experiences to players and building expansive and fulfilling communities around those games. It will publish titles developed within Sumo Group and also by independent developers.

 

 

CHAIRMAN'S STATEMENT

 

In my statement last year, I referred to the uncertainty caused by the COVID-19 pandemic, not anticipating that this would persist into 2021. The fact that I am able to report such a strong set of results, which outperformed market expectations, and introduce this statement so positively, is a testament to the people who make up Sumo Group. It is their dedication, creativity and skill that have made this possible and I am very proud of each and every one.

 

Aside from very small numbers of team members working in our studios in COVID-secure bubbles, where essential, we continued to work from home throughout the year. Our IT colleagues responded brilliantly to enable this, and our teams diligently and successfully continued to deliver the high-quality services our clients expect, and to create and launch wonderful Own-IP games. The games we create are winning some outstanding awards. In particular, Sackboy A Big Adventure winning two BAFTAs earlier this month with two further nominations was a tremendous endorsement of our creative talent and recognition for our great people.

 

The Group has done everything in its power to support our people in these unusual circumstances, providing suitable office equipment to their homes; delivering care packages; and encouraging those suffering mental health challenges to access the internal or external assistance offered. We also worked hard to maintain some of our annual social events, hosting virtual summer and Christmas parties.

 

Talent is the Group's most important asset and key to our growth plans. The high value we place on our people has been demonstrated this year not only by the Group's response to COVID-19 but also by a major review of our employee benefits package.  Our aim is to ensure that Sumo's offer is at least as good as any offered elsewhere in the industry, and that it provides flexibility, enabling our people to choose the benefits that are most important to them and their families. This new flexible package will be fully implemented during 2021.

 

We were absolutely delighted to be awarded 3 Star Accreditation in the Best Companies Survey in February 2021, up from 1 Star in 2020. This amazing achievement reflects our commitment to listening to our people and reacting to their feedback, particularly important during a lengthy period of working from home, ensuring that Sumo is known across the industry as a great place to work. We will not rest on our laurels, however. We will work hard to improve further and to cement our reputation in the talent market, which is so crucial to our success.

 

As our financial results show, 2020 was another year of significant growth for Sumo Group. Sumo Digital ended the year with eight studios in the UK and one in India, adding a new studio in the talent hot-spot of Poland in January 2021, with the acquisition of PixelAnt Games. Atomhawk also expanded during the year, adding to its teams in the UK and Canada. In October, we were delighted to welcome Oregon-based studio, Pipeworks Inc, to the Sumo family. I am pleased to report that, despite recruitment challenges imposed by the COVID-19 restrictions, the Group ended the year with over 1,000 colleagues.

 

The Group delivered an excellent financial performance, both in terms of its profitability and liquidity, continuing to operate successfully throughout the year without accessing emergency Government funding or the need to furlough any of our people.

 

While continuing to make innovative games for the most prestigious publishers in the world, we have an increasing number of titles based on our original Own-IP concepts. Spyder and Little Orpheus were both launched on Apple Arcade during the year, receiving extremely positive reviews and winning a number of awards. We intend to build on these successes and to capitalise further on the opportunities generated by our highly creative people. On 11 March 2021, we launched Secret Mode, our new publishing division, led by a highly experienced management team. Secret Mode will focus on bringing fresh, smaller games, developed either internally or by independent developers, to market and provide a great platform for our talented people to demonstrate their creativity further. In line with the Group's overall strategy on risk, we are taking a very measured approach on this venture, carefully matching the opportunity of bringing games directly to market within a managed risk framework. We believe that having complete responsibility for a small number of carefully selected titles will allow the Group to benefit from the continuing rapid growth of the video games market. Online multiplayer games have increasingly become a location for social networking, accelerated by COVID-19, with the World Health Organisation supporting the industry initiative "play apart together".

 

As Chairman, I want to ensure that the Board's time and expertise is utilised to support the strategic development of the Group.  With that in mind, the Board has received regular demonstrations of games in development and updates on industry developments and market trends. The Board also spent time across two days in a "virtual" strategy review. As we are all now well aware, long meetings by video conference can be productive, but present their own challenges.  I would like to thank all of my Board colleagues for their flexibility and contribution throughout the year.

 

The Board takes its governance responsibilities very seriously and this Annual Report details the structures and processes that we have in place. As I mentioned in my statement last year, we are placing increasing emphasis on Environmental, Social and Governance (ESG) matters, to ensure that we have the right framework in place to enable our business and talent to continue to grow and flourish in a sustainable way.  More detail is provided in the ESG section of this Report.

 

2020 was a very productive and successful year for the Group and, on behalf of the Board, I thank everyone who contributed to that success. While we continue to face uncertainty as a result of this pandemic, our performance in 2020 and the very strong level of visibility we have on 2021 revenues, give me and the rest of the Board great confidence for the future.

 

Ian Livingstone

Chairman

 

 

CHIEF EXECUTIVE'S REPORT

 

Introduction

 

For many reasons 2020 was an extraordinary year. We delivered 279 project milestones and launched or announced a total of 12 games, a record for Sumo, including five Own-IP, as well as completing our first major acquisition, facing the challenges of the pandemic restrictions head on. The incredible commitment of our people, virtually all of whom are continuing to work remotely, never ceases to impress me. I am grateful to everyone for their individual efforts under such challenging circumstances. Our operational performance in these extraordinary circumstances is testament to our collective talent, flexibility, and dedication throughout the Company.

 

In January 2021, we announced that FY20 revenue and Adjusted EBITDA were expected to be ahead of consensus market expectations with Adjusted EBITDA of at least £16.0m. I am pleased to report that revenue increased by more than 40% to £68.9m (2019: £49.0m) and Adjusted EBITDA by 17.1% to £16.5m (2019: £14.1m), driven primarily by strong organic growth and the contribution from our recent acquisitions. The statutory profit before taxation of £0.9m (2019: £7.4m) is stated after charging an amount of £7.3m arising on the acquisition of Pipeworks, and after charging exceptional items, other than the costs incurred on that acquisition, of £1.2m (2019: £0.5m), and the share-based payment charge of £5.0m (2019: £2.7m) and an unrealised gain on foreign currency derivative contracts of £1.0m (2019: zero).

 

We made significant progress on the M&A element of our growth strategy, with the acquisition of a further studio in the UK, Lab42, in May 2020, followed by the purchase of a stand-alone US-based studio, Pipeworks, in October. Both these businesses are performing well. We were also pleased to add another studio to Sumo Digital's growing portfolio, when we acquired PixelAnt Games, in Poland in January 2021. We now total 13 studios in five countries.

 

Despite the previously indicated challenges in recruitment which have resulted from the COVID 19 disruption, Group headcount increased by 277 to 1,043 at 31 December 2020, including an aggregate of 163 people who joined through the acquisitions of Lab42 and Pipeworks.

 

Our market continues to grow apace, with increasing demand for high quality, interactive content, driven by advancing technology and new platforms and boosted by a material increase in the numbers of video gamers globally during the pandemic. Our very strong pipeline of business development opportunities on major new projects, with both existing and new clients, reflects confidence in our capabilities and we continue to sign significant contracts. In addition, we are exploring a number of interesting Own-IP concepts and the delayed contract execution to which we referred in our half-year results has now been signed.

 

We continue to develop great games, both Client-IP and Own-IP, and successfully recruit talent, which lies at the heart of our growth ambitions. The Board is delighted with the achievements of the business under difficult circumstances.

 

Games launched or announced in 2020

 

We launched or announced an unusually large number of both Client-IP and Own-IP games in 2020.

 

Client-IP games included:

 

Two Point Hospital, a simulation game ported to new platforms by Red Kite Games and published by Sega for PlayStation 4, Xbox One and Nintendo Switch, was released in February 2020;

Sackboy A Big Adventure, a turnkey project developed by our Sheffield studio for Sony, was announced at the PlayStation 5 reveal event in June 2020 and launched with this new console and PlayStation 4 in November 2020;

Hotshot Racing, an arcade-style racing game developed in our Nottingham studio and published by Curve Digital was released on Xbox One, PlayStation 4, Nintendo Switch and PC;

Rival Peak, an exclusive title for Facebook Watch utilising Genvid's cloud gaming platform, developed by Pipeworks with Genvid Technologies was released in December; and

Football Manager 2021, the latest in the series from Sega that involved some development from our Warrington studio alongside Sports Interactive.

 

Own-IP games were:

 

Spyder and Little Orpheus, developed in our Sheffield studio and The Chinese Room in Brighton respectively, were launched on Apple Arcade;

WST Snooker, the official video game of the World Snooker Tour developed by Lab42 was launched in July for iOS, tvOS and Android mobile devices;

Hood, a dark re-imagining of the Robin Hood legend, developed in our Newcastle studio and to be published by Focus Home Interactive, was announced in August; and

Pass the Punch launched in December 2020. 

 

Our strategy and Own-IP

 

Our stated strategic objectives are to expand; to win new clients; to develop complementary new revenue streams; and to develop our own IP - both self-funded and co-funded. We achieve this by making more great games both Client-IP and Own-IP; through acquisitions that add services, new geographies, and clients and through continued organic growth, adding people and studios.

 

We remain firmly committed to our relatively low risk, high visibility business model, which generates both cash and sustainable profit margins with royalty opportunities. Our creative talent continues to make great content and our work is respected globally. The Group is rarely directly exposed to the commercial success of Client-IP games but can benefit from upside where royalty agreements are in place.

 

Our primary focus remains developing Client-IP. However, as the Group expands, we expect to work increasingly on Own-IP, without taking undue risk, to generate greater financial returns and to provide a creative outlet for our highly talented people. Our plan is to accelerate the Group's growth, through the development of Own-IP games, either self-funded, co-funded or fully-funded, and through acquisition. We are gradually building a catalogue of valuable Own-IP titles and have, as previously announced, appointed a very experienced Director of Publishing, who joined us in November 2020, and we have announced the launch of Secret Mode.

 

Concepts are created predominately by our concept team and development studios, but also from Game Jams, which we are now running remotely.

 

Visibility

 

We have invested in our business development capability by increasing the size of the team and investing in systems, and this has contributed to an increase in our win percentage. Despite the restrictions on travel and trade events, we are continuing to see business development opportunities on major new projects with both existing and new clients. Our pipeline of opportunities at the end of February 2021 comprised a total contract value of £429m and we are seeing a pronounced upward trend in the number of new opportunities each month. In 2020, we saw the highest volume of project opportunities for the past four years. During the year, we fully executed 49 development agreements in Sumo Digital, of which 34 were in the second half of the year.

 

One of the great strengths of Sumo is the high visibility of our development fees from our long-term contracted business model. We have, in the past, disclosed the contracted or near-contracted visibility of budgeted development fees for Sumo Digital. At 28 February 2021, this figure stood at 85% of Sumo Digital's budgeted development fees for FY21, up from the 73% we had secured by 31 March 2020 for FY20. On a broadly comparable basis, Pipeworks has 50% visibility of its budgeted development fees for 2021, the same level as the prior year. Sumo Digital and Pipeworks are now working on more than 40 projects with 28 clients, of which eight games or publisher partnerships have been announced.

 

These figures bear testament to the strength of the underlying market for high quality creative content and underpin the Board's confidence in the out turn for 2021. 

 

Acquisitions

 

Lab42

Lab42 is a cross-platform work for hire studio, providing co-development and full game development services and was acquired for a total cash consideration of $0.6m in May 2020. The studio has integrated well and is performing strongly and ahead of expectations. Having hired 11 people since the acquisition, the team now totals 40.

 

Pipeworks

Pipeworks is an innovative, well-established, and respected West Coast US games developer, acquired by the Group for an original deal value of up to $99.5m in October 2020. Further details on the fair value of the consideration are set out later in this document. We have known the team for many years and are very pleased with the cultural alignment. Pipeworks operates as a standalone business under its own management team. We have made good progress with the integration of the IT support and finance functions. Pipeworks performed strongly in the period post-acquisition to the year end.

 

PixelAnt Games

Post the year end, we announced the strategic acquisition of PixelAnt Games, based in Wroclaw in Poland. The team at PixelAnt is presently working entirely on Sumo Digital projects. The intention is to expand the studio's headcount, accessing the growing pool of high-quality developers in the Polish market and focus on winning third party contracts, while continuing to work on Sumo Digital projects. The PixelAnt team will also work on Own-IP opportunities. We are encouraged by the performance of PixelAnt in the short period it has been part of Sumo Group.

 

Results

 

We grew rapidly in 2020. Revenue rose by 40.7% to £68.9m (2019: £49.0m). Since 2017, we have achieved a revenue CAGR of more than 34%. The increase in revenue was driven by continuing strong organic growth together with the acquisitions of Pipeworks and Lab42, which generated post-acquisition revenue in 2020 of £6.1m and £2.2m respectively. Excluding Pipeworks and Lab42, the Group's revenue increased by 24%. Utilisation across the group was 92.6% (2019:  95.8%).

 

The Group reported a statutory profit before taxation of £0.9m (2019: £7.4m) and achieved Adjusted EBITDA of £16.5m in 2020, an increase of 17.1% on the figure of £14.1m in 2019.

 

Further details of the financial results are set out in the Chief Financial Officer's Review.

 

Operational review

Sumo Digital - representing 87% of Group revenue

 

Sumo Digital ended the year with nine studios, eight in the UK and one in India, with the acquisition of PixelAnt post year end taking the total to ten. How and when we return to working from our studios is currently under consideration, but we expect to combine it with flexible and remote working, subject to client consent.  In anticipation of this we are managing our portfolio of premises. Sumo Digital's Newcastle studio has moved to the newly built facility in Gateshead, alongside Atomhawk. The Chinese Room has moved to a new and larger studio in central Brighton. In Sheffield, we have completed a new audio suite, which has three edit studios, a Foley studio, for creating everyday sounds, and a mixing room.

 

During the year, we appointed a new Studio Director in Pune and recruited 25 people, taking the team to 137.

 

The utilisation rate across the UK studios in the year was 95.7% (2019: 96.9%). In Pune, the rate was 79.3% (2019: 91.3%), which is comparable with historical levels of utilisation. The utilisation for Sumo Digital overall was 92.8% (2019: 95.9%).

 

As usual, we are constrained in disclosing all of our clients, but we are able to say that we worked with 2K, Apple, Aspyr, Codemasters, Curve Digital, Dovetail, Focus Home Interactive, Rare, SEGA, Sony, and Sports Interactive (also part of SEGA) in 2020.

 

We were delighted with the award nominations and wins achieved across the Group in 2020. Sumo Leamington won The Diversity Award in the GI.biz Awards 2020 and Red Kite Games secured Best Small Company. Both these studios, along with Lab42, achieved a "Best Places to Work" award. Sumo Digital was awarded Best External Development Partner of the Year at the MCV/Develop Awards 2020. The Chinese Room's Little Orpheus won a TIGA Award for Best Casual Game. More recently, Little Orpheus has been selected as a finalist for the 24th Annual D.I.C.E. Awards in the Mobile Game of the Year and Outstanding Achievement in Original Music Composition categories.

 

Sackboy A Big Adventure won two BAFTAs earlier this month, Best British Game and Best Family Game, and two further nominations, and is in contention for Outstanding Achievement in Audio Design and Family Game of the Year at next month's Annual D.I.C.E Awards.

 

Pipeworks - representing 9% of Group revenue in the ten weeks post acquisition

 

Pipeworks has strong client relationships and, prior to the acquisition, co-developed Madden NFL 21 with EA Sports, launched Terraria 1.3.5 for Switch, Xbox One and PlayStation 4 with Relogic and 505 Games and relaunched Superfight as a free-to-play game. As part of the acquisition, Pipeworks reacquired the rights to Prominence Poker, the poker simulation game, from 505 Games and subsequently Rival Peak was launched with Genvid, Facebook and DJ2 Entertainment. This game has received a lot of positive press comments for its ground-breaking AI.

 

Pipeworks is developing Magic the Gathering: Spellslingers for Wizards of the Coast and is working on two Own-IP games among other projects. Other clients include 505 Games, Age of Learning, Carnival Corporation, EA Sports, Genvid/Facebook, Google, and NASA.

 

During the year, Pipeworks recruited 34 people and there were a number of internal promotions. The team achieved the accolade of Best Tech Company in the Best of Eugene Awards.

 

In the year ahead, we plan to renovate the 45,000 sq ft studio in Eugene.

 

Atomhawk - representing 4% of Group revenue

 

Atomhawk worked on more than 50 projects in 2020, the large majority of which are as yet unannounced AAA titles and franchises. We are able to report, however, that Atomhawk provided visual development for FIFA '21 (for EA), Puzzle Combat (Small Giant Games / Zynga), XCOM: Chimera Squad (2K), PlayerUnknown's Battlegrounds (PUBG Corp.) and Call of Duty: Black Ops - Cold War (Activision Treyarch) all of which were launched or received content updates in 2020.  Clients include 2K, Activision, EA, Games Workshop, Hasbro, WB Interactive Entertainment, XBOX Game Studios, and Zenimax Online. Atomhawk has worked on multiple collaborations with Sumo Digital including Spyder, Little Orpheus and Hood, as well as other unannounced games.

 

In anticipation of, and to facilitate further growth, Atomhawk moved both the UK and Canada studios in the autumn to new, larger, state-of-the-art custom locations in Gateshead, near Newcastle, and Vancouver respectively. Darren Yeomans was appointed as UK Studio Director during the year, bringing extensive experience from previous roles at Ubisoft, Codemasters and Starbreeze.

 

Atomhawk was shortlisted for four TIGA awards in 2020 and Tim Wilson, Managing Director of Atomhawk, won an External Development Summit (XDS) award and was invited to join BAFTA's 2021 membership intake.

 

To mark its 10-year anniversary in 2019, Atomhawk sponsored the exhibition Other Worlds: The Art of Atomhawk at Great North Museum: Hancock. This installation provides an insight into the processes used by digital artists, along with examples from the studio's first decade. The exhibition has a comprehensive local engagement programme, working with local schools and communities to provide education on creative and digital skills on offer in the North East economy. This engagement programme went digital as a result of the COVID-19 restrictions, which will remain so until mid-June 2021 at the earliest.

 

People

 

Our continuing growth and success are entirely dependent on recruiting and retaining talented people. Total Group headcount increased from 766 at 31 December 2019 and 853 at 31 August 2020 to 1,043 at 31 December 2020. Direct headcount at 31 December 2020 was 869 (31 December 2019: 634). 

 

Staff attrition rates in the UK and India ran at 9.3% and 8.3% respectively (2019: 8.6% and 11.5% respectively).  We continue to work with valued and proven contractor colleagues alongside our own people. 

 

While it is our expectation and intention to return to some form of studio-based working and expand our studios both in size and number of locations, the expedited move to working from home brought about by COVID-19 has opened up a new raft of possibilities. Flexible working potentially widens the pool of talent from which we are able to recruit. Employee location to the studio will become less relevant, as they may not need to be studio based every day. This is an exciting opportunity for us as a business to attract a more diverse pool of talent into the industry.

 

Sumo is a people business and, while the Group has enjoyed considerable success during these challenging times, we appreciate the tremendous strain the pandemic has placed on some of our stakeholders and employees. Once again, I would like to give my heartfelt thanks to everyone at Sumo for their creativity, passion, and commitment and for their support and resilience in the face of the COVID-19 situation.

 

The award of 3 Star Accreditation in the Best Companies Survey 2021 was a fantastic achievement for the Group, especially under such challenging circumstances. Employee engagement in the survey was higher than it has ever been, with 88% of our people contributing. We will continue listening to our people and adapting to meet their needs, as we strive to make Sumo the best place to work in video games.

 

The Group has not used, and does not expect to use, any furloughing arrangements or other government COVID-19 support measures.

 

Environmental, Social and Governance ("ESG")

 

ESG is increasingly important to all our stakeholders and is at the heart of our business. The Board has reviewed and refined its approach to ESG, obtaining feedback from colleagues and investors. This has emphasised the areas of greatest importance to Sumo and where the organisation can have the greatest impact. As a people business, this is in the "social" element. The result is a set of clear targets for the year ahead that will be set out in the ESG section of the Annual Report and Accounts and on the Group website. We will regularly report on progress against these and will review them again towards the end of 2021 to ensure they remain relevant.

 

We have carefully considered whether there is a single, overarching third party accreditation that would be suitable. Our conclusion was that there is currently a myriad of standards, none having universal recognition amongst our stakeholders, and we have therefore decided to set our own framework at this stage.

 

The 2020 Annual Report and Accounts will include our first Streamlined Energy and Carbon Report ("SECR").

 

On 9 September 2020, we announced the launch of the Sumo Digital Academy, a training scheme to bring new talent into the games industry by recruiting from outside of traditional education channels. The first five programmer trainees have joined the scheme and are helping to shape the Academy programme in advance of plans for a formal apprenticeship scheme. We plan for trainees from the Academy to work on developing games at Secret Mode, our newly announced publishing division.

 

The market

 

The pandemic has undoubtedly accelerated the already strong growth in the global video games market. In November 2020, Newzoo increased its revenue projections for 2020 from $159.3bn to $174.9bn and forecast that this will grow to $217.9bn in 2023, representing a CAGR of 7.6%. There are estimated to be more than two billion people playing video games globally, and the evidence suggests that more people are playing games and consumers are spending more time playing and more money buying video games than ever before.

 

The trend towards digitalization and the proliferation of new platforms is making video gaming ever more accessible and the technological progress has improved the gaming experience. The year was notable for the launch of the next generation of the PlayStation and Xbox consoles. In February 2021, Sony revealed that 4.5 million PlayStation 5 units had been sold in just under two months, following the new console's launch in November 2020, with the PlayStation 4 also enjoying 1.4 million unit sales in the same period. Microsoft reported that the Xbox Series X/S saw the largest sales on the launch day of any console in the company's history. Meanwhile the Nintendo Switch went from strength to strength, selling 23.5 million units in 2020, taking total unit sales to c.80 million since launch. Connection quality is improving and bandwidth increasing. The new subscription models and additional new platforms have significantly driven the demand for premium content and strengthened the position of the video game developers. It is notable that during a period of sustained and wide-ranging restrictions on physical movement, gaming has become even more important as a means of providing social contact and interaction. The model continues to move away from being hit driven and the relationship between developers, publishers and players is evolving, creating more opportunities.

 

We expect the strong underlying growth in the video games market, demonstrated in the years prior to the pandemic, to be sustained in the long term, driven by these fundamental factors. 

 

There continues to be a significant amount of acquisition activity in the video games sector, as investors target strong growth opportunities. The industry, however, remains highly fragmented, presenting further opportunities for the Group.

 

Outlook

 

The advancement of technology and new platforms are fuelling market trends. On the back of this, game publishers' confidence to increase the scope and spend on games continues to grow, underpinning the long-term growth of the Group, as global demand for reliable providers of premium content with a proven reputation for quality remains constrained only by capacity.

 

Our new publishing division, Secret Mode, has been established to enable the Group to capitalise further on the insatiable demand for fresh and innovative games. We look forward to updating our shareholders on its progress in the year ahead, as we invest in the mid to long-term success of this venture.

 

Our acquisition pipeline is strong, and we are actively pursuing a number of targets. We are keen to acquire owner-managed businesses, where the vendors and key people remain with the business post acquisition and where we can use our listed shares to provide attractive ongoing incentive arrangements.

 

While the pandemic has undoubtedly turbo charged the video games market, the foundation of our increasing confidence is based on underlying market growth trends that show no sign of abating. We have a very strong pipeline of opportunities and excellent levels of visibility. Accordingly, the Board views the prospects for the Group in the year ahead and beyond extremely positively.

 

Carl Cavers

Chief Executive Officer

 

 

 

FINANCIAL REVIEW

 

The Group performed strongly in 2020, delivering revenue of £68.9m and Adjusted EBITDA of £16.5m, outperforming consensus market expectations, which had already been upgraded in January 2021 following the Group's positive trading update.

 

Revenue

 

Our revenue is disclosed, once again, under five categories, distinguishing between revenue generated from Client-IP and that generated from Own-IP. The former consists of development fees and royalties, and the latter consists of development fees, royalties, and game revenues. We have always been clear that the mix of Client-IP and Own-IP revenue will vary, depending on project mix and status during a particular financial period, and the six or 12 monthly reporting periods are much shorter than the typical period for the development of a single video game.

 

Most of the Group's revenue is generated from turnkey projects, developing the entire game, although we continue to do some co-development work.

 

The analysis of revenue for 2020, together with the 2019 comparative figures, is as follows:

 

Revenue

 

2020

2019

Client-IP Development

£55.4m

£31.3m

Client-IP Royalty

£1.3m

£1.3m

Total Client-IP

£56.7m

£32.6m

% of total revenue

82%

67%

 

Own-IP Development

 

£9.9m

 

£16.0m

Own-IP Royalty

£1.9m

-

Own-IP Game Revenues

£0.4m

£0.4m

Total Own-IP

£12.2m

£16.4m

% of total revenue

18%

33%

 

Total revenue

 

£68.9m

 

£49.0m

 

In 2020, 18% of revenue was generated from Own-IP (2019: 33%), reflecting the changes in project mix and status year on year. Our strategy remains to move towards more Own-IP projects on a relatively low risk basis, where we see longer term opportunities to earn higher returns, but we retain a strong focus on quality Client-IP projects, including both turnkey and co-development work, for which we have a longstanding strong reputation.

 

Royalty income in the year includes an amount of £0.3m (2019: £1.0m) in recognition of variable consideration under IFRS 15, which is future royalty income expected to be received.

 

Gross profit and margin

 

Statutory gross profit for the year was £31.5m, an increase of 31.5% on the £23.9m in the prior year.

 

Statutory gross margin was 45.7% (2019: 48.9%).

 

Statutory gross profit includes royalty income of £3.2m (2019: £1.3m). In previous years, royalty income flowed entirely through to gross profit. In the year ended 31 December 2020, we recognised royalties on eight games and, for the first time, we incurred costs to generate these royalties, including some of the amounts previously disclosed as investment in co-funded games.

 

Following the acquisition of Pipeworks, we have also taken the opportunity to analyse the costs that we classify as direct in calculating gross profit. We have made some changes, primarily to Sumo Digital in respect of facilities charges, studio management costs and bonus costs. The effect of these classification changes has not been material in either 2019 or 2020.

 

With the expected evolution of royalty income referred to above, we now consider the appropriate alternative performance measure for gross profit and gross margin to be the statutory figures adjusted for the net investment in co-funded games and, for Sumo Digital, amounts in respect of Video Games Tax Relief ("VGTR") and with no adjustment in respect of royalty income. We adjust for VGTR because whether Sumo retains the VGTR or not has an impact on the level of development fees that we charge on a project, and hence it is something of a proxy for revenue. There is no equivalent of VGTR for Pipeworks in the state of Oregon in the US.

 

For the year ended 31 December 2020, the Adjusted Gross Profit and Adjusted Gross Margin for the Group were £31.7m (2019: £25.2m) and 41.8% (2019: 44.8%). The figures for 2020 include Pipeworks, following the completion of its acquisition in mid-October. The gross margin for Pipeworks is lower than that at Sumo Digital principally because Pipeworks has higher employment costs and uses more lower margin external contractors. The underlying gross profit per direct head is at least in line with Sumo Digital. 

 

The underlying adjusted gross margin remains strong at 43.2%. (2019: 44.8%). As reported in the announcement of the unaudited half year results on 30 September 2020, the gross margin in Sumo Digital was impacted by the cost expensed on Snake Pass 2 of £0.9m in the first half of 2020 and the higher than usual holiday pay accrual, as a result of the pandemic. This holiday pay accrual reduced significantly from that at 30 June 2020 and the average unused holiday entitlement outstanding in Sumo Digital at 31 December 2020 was 2.5 days per person which is approximately 1.5 days higher than usual. The post acquisition inclusion of Pipeworks has a circa one percentage point impact on the gross margin.

 

Operating expenses

 

Operating expenses were £30.1m (2019: £16.4m). Included within operating expenses were amortisation and depreciation of £2.1m and £3.5m respectively (2019: £0.8m and £2.2m). The depreciation charge of £3.5m (2019: £2.2m) includes £1.4m (2019: £0.9m), relating to the right of use asset relating to property leases under IFRS 16.

 

In 2020 operating expenses include a charge of £2.7m, as a fair value loss on contingent consideration which may be payable for the acquisition of Pipeworks. This is a non-cash charge, arising as a result of Sumo Group's share price performance in the period from the completion of the acquisition to the financial year end and foreign exchange rate movements.

 

There was a non-cash charge of £5.0m (2019: £2.7m) to reflect the cost of the Sumo Group plc Long Term Incentive Plan ("LTIP") and the Sumo Group plc Share Incentive Plan (the "SIP").

 

If amortisation, depreciation, the share-based payment charge, exceptional items, the fair value loss on contingent consideration and unrealised gains on foreign currency derivative contracts are excluded and the operating lease costs capitalised under IFRS 16 are deducted, operating expenses increased by £4.1m from 2019 to £12.3m. 

 

Adjusted EBITDA and margin

 

As set out in Note 17, Adjusted EBITDA is a non-GAAP metric used by management and is not an IFRS disclosure. It is defined as statutory operating profit adding back amortisation, depreciation, share-based payment charge, investment in co-funded games expensed, exceptional items, the fair value loss on contingent consideration less the operating lease costs capitalised under IFRS 16 and foreign currency derivative contracts.

 

Adjusted EBITDA margin was 23.9% (2019: 28.7%). The decline in Adjusted EBITDA margin is largely driven by the reduction in gross margin, which is explained above.

 

The financial results for 2020 were, as expected, weighted towards the second half of the year.  This was flagged in our Final Results 2019 announcement on 21 April 2020 and our Half Yearly results announced on 30 September 2020. We expect the financial results for 2021 also to be weighted towards the second half of the year.

 

Profit before taxation

 

The statutory profit before taxation was £0.9m (2019: £7.4m). Included in charges for 2020 is an amount of £7.3m arising on the acquisition of Pipeworks, consisting of the £2.7m fair value loss on contingent consideration, £1.7m of amortisation of customer contracts and customer relationships and £2.9m of transactions costs on that acquisition. In addition, the statutory profit is stated after charging exceptional items other than the costs incurred on the acquisition of Pipeworks of £1.2m (2019: £0.5m) and the share-based payment charge of £5.0m (2019: £2.7m) and the unrealised gain on foreign currency derivative contracts of £1.0m.

 

Taxation

 

The Corporation Tax credit for the year was £0.8m (2019: credit of £0.1m).

 

Earnings per share

 

The basic and diluted earnings per share for 2020 were 1.08p and 1.01p respectively (2019: 5.19p and 5.07p respectively). 

 

The adjusted basic earnings per share was 7.93p (2019: 6.99p) and the adjusted diluted earnings per share was 6.48p (2019: 6.46p). Further details, including the basis of calculating the number of shares which is different to the statutory basis, are set out in Note 17.

 

Client concentration

 

During the year, two major clients individually accounted for at least 10% of total revenues (2019: four clients). In aggregate, these two clients accounted for 39.7% of total revenue in 2020, compared to the four clients in 2019 accounting for 74.3% of total revenue.

 

The Group worked on 11 projects for the top three clients who collectively accounted for 48% of total revenue (2019: 7 projects and 64% of total revenue). These figures for 2020 reflect the post-acquisition performance of Pipeworks. 

 

Video Games Tax Relief ("VGTR")

 

Sumo Digital continues to claim and receive significant amounts under VGTR. We include VGTR within our direct costs and accordingly our gross profit and gross margin reflect these amounts. We believe this is the appropriate treatment of these credits, as gross margin is best considered after taking account of the effect of VGTR. The amounts included for 2020 and 2019 are £6.9m and £7.4m respectively.

 

The evidence continues to support the view that VGTR is a key catalyst in enabling job creation and investment in the UK and continues to have broad political support. It is interesting to note the effectiveness of the VGTR regime in promoting a sector which has proved resilient and has continued to grow through the COVID-19 pandemic.

 

Treatment of acquisition costs and exceptional items

 

We completed the acquisition of Pipeworks in October 2020, paying initial consideration of $59.5m in a mixture of cash and Sumo shares, with additional consideration calculated at the time of acquisition at up to $40m payable based on the performance of Pipeworks in the years to 31 December 2020 and 31 December 2021. This additional consideration will be settled partly in cash with the balance being settled in Sumo Group shares.  The fair value of the consideration in accounting terms was £80.2m, comprising cash of £26.2m (£25.0m net of cash acquired), Sumo shares issued of £25.5m and additional earnout consideration with a fair value of £28.5m. This fair value takes into account movements in the share price, which impact the shares component of the consideration, as well as the movement in the sterling to dollar exchange rate. Acquisition related costs, amounting to £2.9m, were recognised as expenses. The intangible assets arising on the acquisition amounted to £83.3m, which includes goodwill of £61.8m, £13.4m in respect of customer relationships, £2.8m in respect of customer contracts, £4.8m in respect of trademarks and £0.5m in respect of IP. The intangible assets other than goodwill will be amortised and will result in a significant amortisation charge each year for several years.

 

The total consideration for the acquisition of Lab42 was £0.5m and the consideration net of acquired cash was £0.2m. Acquisition related costs amounting to £0.1m were recognised as expenses.

 

The exceptional items charged in 2020 of £4.1m consist of professional adviser and other transaction costs, including those incurred on the acquisition of Lab42 and Pipeworks.

 

Alternative performance measures

 

The Board believes that it is helpful to include alternative performance measures, which exclude certain non-cash charges and are adjusted for the matters referred to above to present the underlying results of the Group. These measures are reconciled to the income statement in Note 17.

 

Cash flow

 

The net cash generated from operating activities for the year was £13.0m (2019: £14.4m). The net cash balances at 31 December 2020 were £6.8m (31 December 2019: £12.9m, and 30 June 2020: £15.2m). The year end net cash balances were significantly ahead of management expectations, due to a number of timing effects which will reverse during 2021. These include a substantial milestone receipt and payments in respect of the Pipeworks acquisition and capital expenditure.

 

The Group has a £30m revolving credit facility agreement with Clydesdale Bank plc. The facility was extended from £13m to £30m on 16 October 2020 to support the enlarged Group's financial liquidity position, post the acquisition of Pipeworks. Interest is payable on amounts drawn down at the rate of one and a half to two percent above LIBOR and the agreement runs to 30 November 2022. At 31 December 2020, the facility was drawn US$5.5m. On 24 March 2020, as part of the mitigation actions taken for COVID-19, the Group drew down £10m from this facility. This amount was repaid on 30 June 2020.

 

On 16 July 2020, we raised approximately £13.1m of net proceeds from the equity placing of 7,588,500 shares.

 

Capital expenditure on tangible assets in the year was £4.2m (2019: £3.7m), of which £2.1m was on leasehold improvements and fixtures and fittings and £2.0m was on IT hardware. A further £1.4m was spent on the purchase of intangible assets (2019: £0.8m), of which £0.2m related to software and £1.2m was on intellectual property on Own-IP games.

 

The cash cost, net of cash acquired and excluding transaction costs, of the acquisitions of Pipeworks and Lab42 were £25.0m and £0.2m respectively.

 

Deferred consideration of £0.1m was also paid to the vendors of Red Kite Games.

 

The net finance charge for the year was £0.5m (2019:  £0.1m). The finance cost consists of IFRS 16 lease interest of £0.2m (2019: £0.1m), bank and other interest of £0.1m (2019: £0.1m) and the unwind of interest on contingent consideration £0.1m.

 

Balance sheet

 

Goodwill and other intangibles at 31 December 2020 were £102.2m. This is an increase of £78.2m from 31 December 2019 and consists mainly of the increase in goodwill and other intangibles arising from the acquisition of Pipeworks.

 

Current assets were £41.8m (31 December 2019: £37.3m). Trade and other receivables were £31.0m an increase of £7.3m from the figure of £23.7m at 31 December 2019 and trade and other payables were £21.0m (31 December 2019: £14.2m).

 

As at 31 December 2020 the net working capital position (excluding the IFRS 16 lease liability due within one year of £1.4m) was £11.4m, up from £10.2m at 31 December 2019. 

 

Foreign currency

 

During the year, the Group generated US dollar denominated revenue of $15.4m including $8.1m of revenue for Pipeworks in the period since acquisition.

 

Dividend

 

In line with the strategy set out at the time of the flotation, the Directors intend to reinvest a significant portion of the Group's earnings to facilitate plans for future growth. Accordingly, the Directors do not propose a dividend at the present time but it remains the Board's intention, should the Group generate a sustained level of distributable profits, to consider a dividend policy in future years.

 

Share issues and options

During the year, 16,005 shares in aggregate were issued under the Sumo Group plc Share Incentive Plan (the "SIP").  A further 40,000 shares were issued following the exercise of options.

 

As at 31 December 2020, options were granted or remain outstanding under the LTIP over an aggregate of 10,081,153 shares.  As previously reported, 4,618,735 shares were issued on 9 March 2018 to be held in order to satisfy the element of the proposed LTIP awards which are held under a joint ownership arrangement.  Further options were outstanding over 410,000 shares and there were warrants over 1,450,000 shares.

 

On 31 January 2020, being the first anniversary of completion of the acquisition of Red Kite Games, 1,162,791 shares were issued to the vendors of that business.

 

On 16 July 2020, we raised approximately £13.1m of net cash proceeds from the placing of 7,588,500 shares.

 

On 15 October 2020, 9,893,940 shares were issued in part satisfaction of the initial consideration for the acquisition of Pipeworks.

 

Since 31 December 2020, 4,878 shares have been issued to date under the terms of the SIP and, on 27 January 2020, 1,450,000 shares were issued upon the exercise of the warrants referred to above.

 

Post balance sheet event

 

Following the year end, on 27 January 2021, The Group's joint brokers and NOMAD, Zeus Capital, exercised warrants to subscribe for 1,450,000 shares for £1 each, generating proceeds of £1,450,000 for the Group.

 

On 1 February 2021, we announced the strategic acquisition of PixelAnt Games, based in Wroclaw, Poland for an initial cash consideration of £250,000. A further amount may be payable, in Sumo Group shares, depending on the EBITDA achieved in the two years to 31 March 2023. PixelAnt was founded in July 2020 and has a team of 13 developers, currently working entirely on Sumo Digital projects. The strategy is to expand the studio's headcount rapidly, accessing the growing pool of high-quality developers in the Polish market and focus on winning third party contracts, while continuing to work on Sumo Digital projects. The PixelAnt team will also work on Own-IP opportunities.

 

David Wilton

Chief Financial Officer

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2020

 

Note

Year ended 31 December 2020

 

£'000

Year ended 31 December 2019

 

£'000

Revenue

5

68,948

48,987

Direct costs

 

(44,414)

(32,409)

Video Games Tax Relief

 

6,942

7,350

Direct costs (net)

6

(37,472)

(25,059)

Gross profit

 

31,476

23,928

Operating expenses

7

(23,325)

(15,906)

Operating expenses - exceptional

7

(4,115)

(523)

Operating expenses - fair value loss on contingent consideration

7

(2,706)

-

Operating expenses - total

 

(30,146)

(16,429)

Group operating Profit

 

1,330

7,499

Analysed as:

 

 

 

Adjusted EBITDA[1]

 

16,472

14,072

Amortisation

10

(2,089)

(834)

Depreciation

11

(3,524)

(2,226)

Share-based payment charge

13

(4,977)

(2,684)

Investment in co-funded games expensed

17

(245)

(1,292)

Operating lease costs capitalised under IFRS16

17

1,548

986

Foreign currency derivative contracts

17

966

-

Exceptional items

7

(4,115)

(523)

Fair value loss on contingent consideration

7

(2,706)

-

Group operating Profit

 

1,330

7,499

Finance cost

 

(474)

(313)

Finance income

 

4

253

Profit before taxation

 

860

7,439

Taxation

8

785

117

Profit for the year attributable to equity shareholders

 

1,645

7,556

Profit per share (pence)

 

 

 

Basic

9

1.08

5.19

Diluted

 

1.01

5.07

 

Note 1: Adjusted EBITDA is a non-GAAP metric used by management and is not an IFRS disclosure. It is defined as statutory operating profit adding back amortisation, depreciation, share-based payment charge, investment in co-funded games expensed, exceptional items, the fair value loss on contingent consideration less the operating lease costs capitalised under IFRS 16 and foreign currency derivative contracts.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2020

 

 

 

 

 

Year ended 31 December 2020

 

£'000

 

 

Year ended 31 December 2019

 

£'000

Profit for the year attributable to equity shareholders

 

 

1,645

7,556

Other comprehensive expense

 

 

 

 

Exchange differences on retranslation of foreign operations

 

 

(4,146)

(89)

Total other comprehensive expense

 

 

(4,146)

(89)

Total comprehensive (expense)/income for the year

 

 

(2,501)

7,467

 

 

CONSOLIDATED BALANCE SHEET

as at 31 December 2020

 

Note

 

2020 

£'000

 

2019 

£'000

Non-current assets

 

 

 

Goodwill and other intangible assets

10

102,172

23,975

Property, plant and equipment

11

20,578

11,715

Deferred tax asset

14

5,349

2,512

Total non-current assets

 

128,099

38,202

Current assets

 

 

 

Trade and other receivables 

 

30,993

23,732

Corporation tax receivable

 

-

703

Cash and cash equivalents

 

10,816

12,890

Total current assets

 

41,809

37,325

Total assets

 

169,908

75,527

Current liabilities

 

 

 

Trade and other payables

 

21,034

14,246

Short term borrowings

 

4,025

-

Corporation tax payable

 

381

-

Total current liabilities

 

25,440

14,246

Non-current liabilities

 

 

 

IFRS16 lease liabilities

12

12,267

6,524

Contingent consideration payable

15

31,313

-

Deferred tax liability

14

5,037

-

Total liabilities

 

74,057

20,770

Net assets

 

95,851

54,757

Equity

 

 

 

Share capital

 

1,693

1,506

Share premium

 

81,574

41,605

Reverse acquisition reserve

 

(60,623)

(60,623)

Merger relief reserve

 

590

590

Foreign currency translation reserve

 

(4,256)

(110)

Own shares

 

(4,919)

(4,919)

Shares to be issued

 

-

1,514

Retained earnings

 

81,792

75,194

Total equity

 

95,851

54,757

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2020

 

 

Share

capital

£'000

Share

premium

£'000

Reverse acquisition reserve

£'000

 

Merger relief reserve

£'000

Foreign currency translation reserve

£'000

 

 

Own shares £'000

Shares to be issued

£'000

Retained

earnings

£'000

Total

equity

£'000

Balance at 1 January 2019

1,501

40,994

(60,623)

590

(21)

(4,919)

-

65,944

43,466

Profit for the year

-

-

-

-

-

-

-

7,556

7,556

Exchange differences on retranslation of foreign operations

-

-

-

-

(89)

-

-

-

(89)

Total comprehensive income for the year

-

-

-

-

(89)

-

-

7,556

7,467

Transactions with owners:

 

 

 

 

 

 

 

 

 

Issue of shares in year

 5

 611

 - 

 - 

 - 

 - 

 - 

 (616) 

 -

Shares to be issued in respect of deferred consideration

 - 

 - 

 - 

 - 

 - 

 - 

 1,514

 - 

 1,514

Share-based payment transactions

 - 

 - 

 - 

 - 

 - 

 - 

 - 

2,310

 2,310

Balance at 31 December 2019

1,506

41,605

(60,623)

590

(110)

(4,919)

1,514

75,194

54,757

Profit for the year

-

-

-

-

-

-

-

1,645

1,645

Exchange differences on retranslation of foreign operations

-

-

-

-

(4,146)

-

-

-

(4,146)

Total comprehensive expense for the year

-

-

-

-

(4,146)

-

-

1,645

(2,501)

Transactions with owners:

 

 

 

 

 

 

 

 

 

Issue of shares in year - share placing

76

13,040

 - 

 - 

 - 

 - 

 - 

 - 

 13,116

Issue of shares in year - acquisition of Red Kite Games Ltd

12

1,502

-

-

-

-

(1,514)

-

-

Issue of shares in year - acquisition of Pipeworks

99

25,427

-

-

-

-

-

-

25,526

Share-based payment transactions

 - 

 - 

 - 

 - 

 - 

 - 

 - 

4,953

4,953

Balance at 31 December 2020

1,693

81,574

(60,623)

590

(4,256)

(4,919)

-

81,792

95,851

 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2020

 

Note

 

 

Year ended 31 December 2020

 

£'000

 

 

Year ended 31 December 2019

 

£'000

Profit for the financial year

 

1,645

7,556

Income tax

8

(785)

(117)

Finance income

 

(4)

(253)

Finance costs

 

474

313

Operating profit

 

1,330

7,499

Depreciation charge

11

3,524

2,226

Amortisation of intangible assets

10

2,089

834

Amortisation of intangible assets - cost of sales

10

161

-

Fair value loss on contingent consideration

7

2,706

-

Decrease in bad debt provision

 

-

(6)

Share-based payments charge

13

4,962

2,580

(Increase)/decrease in trade and other receivables

 

(3,759)

1,814

Increase in trade and other payables

 

1,686

1,304

Cash flows from operating activities

 

12,699

16,251

Finance income

 

4

9

Finance costs

 

(328)

(216)

Tax received/(paid)

 

601

(1,605)

Net cash generated from operating activities

 

12,976

14,439

Cash flows from investing activities

 

 

 

Purchase of intangible assets

10

(1,404)

(824)

Purchase of property, plant and equipment

11

(4,333)

(3,272)

Acquisition of subsidiary - net of cash acquired

15

(25,330)

38

Net cash used in investing activities

 

(31,067)

(4,058)

Cash flows from financing activities

 

 

 

Proceeds from issue of shares

 

13,659

-

Transaction costs relating to the issue of shares

 

(543)

-

Proceeds of borrowings

 

14,216

-

Repayment of borrowings

 

(10,000)

-

Lease payments

 

(1,003)

(1,021)

Net cash generated from/(used in) financing activities

 

16,329

(1,021)

Net (decrease)/increase in cash and cash equivalents

 

(1,762)

9,360

Cash and cash equivalents at the beginning of the year

 

12,890

3,730

Foreign exchange

 

(312)

(200)

Cash and cash equivalents at the end of the year

 

10,816

12,890

   

 

NOTES

 

1. GENERAL INFORMATION

Sumo Group plc (the 'Company') is registered in England and Wales as a public limited company limited by shares. The address of its registered office is 32 Jessops Riverside, Brightside Lane, Sheffield S9 2RX.

The principal activity of the Company and its subsidiaries (together the 'Group') is that of video games development.

The Group financial statements present 12 months results for the year ended 31 December 2020, and were approved by the Directors on 30 March 2021.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The Group's principal accounting policies, all of which have been applied consistently to all the periods presented, are set out below.

Basis of preparation

The Group financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 as applicable to companies reporting under IFRS. The Group financial statements have been prepared on the going concern basis and on the historical cost convention modified for the revaluation of certain financial instruments.

The preparation of Group financial statements in conformity with IFRS requires the use of certain critical accounting estimates, which are outlined in the critical accounting estimates and judgements section of these accounting policies. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

Going concern

These Group financial statements have been prepared on the going concern basis.

Directors' assessment of going concern:

The Group made a net profit before tax for the year of £0.9m, had Net Current Assets at the period end of £16.4m and a Net Cash Inflow from Operating Activities of £13.0m. The Group had gross cash balances of £15.0m at 30 March 2021, which includes an amount of £4.0m (USD $5.5m) drawn down on the Group's £30m bank facilities (£27m RCF; £3m overdraft), which are committed until November 2022 and require compliance with quarterly covenants.

Whilst the covid-19 situation is ongoing, the Group continues to maintain operational effectiveness and the Directors have considered the risks posed by the pandemic in the preparation of its financial forecasts. The Group did not take up any UK Government emergency funding or access related business assistance programmes (one VAT payment was deferred but paid in full before the end of the next VAT quarter). Primarily, the Group's day to day working capital requirements are expected to be met through existing cash resources and cash equivalents and receipts from its continuing business activities. The Group expects to have sufficient income and cash resources to fund operations at least until 30 September 2022. The Directors have reviewed the forecasts for this period and consider them to be achievable, given the high level of contracted and near contracted revenue visibility on its long term development contracts. The financial forecasts assess the impact on the Group's cash flow, banking facilities and headroom within its banking covenants. Furthermore, the Directors have assessed the future funding requirements of the Group and compared them with the level of available borrowing facilities. 

As well as the strong liquidity position of the Group, other key factors supporting this conclusion are:

· The Group has strong revenue visibility, with 85% for Sumo Digital and 50% for Pipeworks of 2021 development revenue either contracted or near contracted.

· The business development pipeline is very strong reflecting the strength of the underlying market served by the Group.

Sensitivities have been applied to the Group's projections to assess the Group's ability to continue operating as a going concern until 30 September 2022. This process included a reverse 'stress test', whereby forecast future revenues are sensitised downwards with no mitigating cost control measures, to identify the break points in the Group's liquidity or banking covenants compliance. The break points identified in this exercise are considered to be remote scenarios as they are triggered only by a severe reduction in forecast revenue below that which is expected from existing contracted and near contracted projects. Any mitigating cost control measures have not been considered in the 'stress test' but would provide additional headroom. The reverse 'stress tests' include an estimated cash payment in May 2022 in relation to contingent consideration on the acquisition of Pipeworks. Due to the severity of the break point scenarios modelled, it is assumed that Pipeworks' 2021 earnout performance criteria would not be met and contingent consideration relating to 2020 performance would be satisfied by the minimum amount of cash allowed under the Pipeworks acquisition agreement.

Accordingly, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and they have adopted the going concern basis of accounting in preparing the annual Group financial statements.

New and amended standards and interpretations

There are no new or amended standards applicable in the year which have a material impact on the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date control ceases.

Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.

Revenue

Revenue arises from the provision of game development services. To determine whether to recognise revenue, the Group follows a 5-step process as follows:

1.  Identifying the contract with a customer

2.  Identifying the performance obligations

3.  Determining the transaction price

4.  Allocating the transaction price to the performance obligations

5.  Recognising revenue when/as performance obligation(s) are satisfied

Revenue is measured at transaction price, stated net of VAT and other sales related taxes.

Third party funded game development

There is generally one performance obligation with clients, being the development of a completed project or game and as such, the transaction price is allocated to the single distinct performance obligation. The transaction price is set out in the contract and is made up of fixed elements in the form of the development fee and guaranteed royalties and variable elements typically in the form of future royalties. At inception of each contract the Group begins by estimating the amount of the royalty to be received generally using the "expected value amount" approach. This amount is then included in the Group's estimate of the transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur once any uncertainty surrounding the royalty is resolved. In making this assessment, the Group considers the length of the royalty period, the extent of external factors including how the publisher brings the game to market, expected critic scores and other expected game launches. The highly probable nature of the variable consideration is reviewed for each game at each reporting cycle.

As the Group's development activity creates and enhances the game that the customer controls as the game is developed, revenue is recognised over time as the Group satisfies performance obligations by transferring the promised services to its clients in accordance with paragraph 35(b) of IFRS 15. The amount of revenue to recognise is determined based upon the input method that calculates actual costs incurred relative to the total budgeted costs for the project based upon a percentage of completion calculation.

Estimates of revenues, costs or the extent of progress towards completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known.

Where the original contract is modified, for example for a change to the scope or price of the contract, the nature of modification is considered as to whether it gives rise to a performance obligation distinct from the promises in the original contract. In cases where the modification gives rise to a distinct performance obligation, the modification is treated as a new contract in its own right and the 5-step model considered for this new contract. Where it does not, the modification is accounted for as if it was part of the original contract. The effect that the modifications have on the transaction price and the measure of progress towards the complete satisfaction of the performance obligation is recognised as an adjustment to revenue at the date of the contract modification. The adjustment to revenue is made on a cumulative catch-up basis.

The fixed elements of the transaction price are invoiced based upon a payment schedule. If the services rendered by the Group exceed the payments, a contract asset for amounts recoverable on contracts is recognised. If the payments exceed the services rendered, a contract liability representing advances for game development is recognised.

At 31 December 2020 there are no (2019: one) contracts that contain a financing component where the customer receives a benefit from the Group financing the transfer of services to the customer, generally over a period of time extending beyond 12 months. For arrangements with a significant financing component the transaction price is adjusted for both the length of time between when the Group delivers the services and when the customer pays for those services, and the effects of the time value of money using prevailing interest rates.

 

When determining what rate to use, management considers the rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception taking into account the credit characteristics of the customer.

Own-IP

The Group also creates its own concepts and IP. The accounting for Own-IP differs depending on whether the Group retains control over the IP or passes control over to clients.

Own-IP - Development revenues and royalties

Where the Group passes control of IP over to its client during development, fixed and variable revenues are recognised over time, consistent with third party-funded game development revenues.

Own-IP - Game revenues

Where the Group retains control of its own IP, during the development phase no revenue is recognised. Once the game is completed and launched the Group recognises the revenues as they are earned (at a point in time).

Intangible assets relating to Own-IP controlled by the Group are measured at cost and tested for impairment. Once the game is launched the intangible asset is amortised as the game generates revenues and is subject to review for impairment at all times.

The Group may opt to licence its Own-IP games to publishers. There is generally a single performance obligation to grant a licence over the developed game. The transaction price includes only fixed elements, typically in the form of a guaranteed royalty. Revenue is recognised at a point in time when the completed game is delivered and the customer has the right to use the asset. As the fixed element of the transaction price will be recognised in advance of payments being received, a contract asset will be recognised. Game revenues from the right to use asset will be recognised as earned, based upon the future sales of the game in accordance with paragraphs B63-B63B of IFRS 15.

At the point at which a contract is established with a publisher, the Own-IP intangible asset will be converted to a work in progress contract asset. In this scenario the asset would be derecognised at the point the game is handed over to the publisher.

EBITDA and Adjusted EBITDA

Adjusted EBITDA is a non-GAAP metric used by management and is not an IFRS disclosure. It is defined as statutory operating profit adding back amortisation, depreciation, share-based payment charge, investment in co-funded games expensed, exceptional items, the fair value loss on contingent consideration less the operating lease costs capitalised under IFRS 16 and foreign currency derivative contracts.

Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA) and Adjusted EBITDA are non-GAAP measures used by management to assess the operating performance of the Group. Exceptional items, share-based payment charges, fair value movements on contingent consideration, the impact of IFRS 16 adoption and the investment in co-funded games expensed are excluded from EBITDA to calculate Adjusted EBITDA. For further explanation and details see Note 17 and the Consolidated Income Statement.

The Directors primarily use the Adjusted EBITDA measure when making decisions about the Group's activities. As these are non-GAAP measures, EBITDA and Adjusted EBITDA measures used by other entities may not be calculated in the same way and hence may not be directly comparable.

Foreign currency

Transactions in foreign currencies are translated into the Group's presentational currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.

On consolidation, the assets and liabilities of foreign operations which have a functional currency other than sterling are translated into sterling at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of these subsidiary undertakings are translated at average rates applicable in the period. All resulting exchange differences are recognised in other comprehensive income and documented in a separate component of equity.

Classification of instruments issued by the Group

Instruments issued by the Group are treated as equity (i.e. forming part of shareholders' funds) only to the extent that they meet the following two conditions:

· they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

· where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments that are classified in equity are dividends and are recorded directly in equity.

 

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items.

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Depreciation is provided on the following basis:

Leasehold improvements

Over period of lease

Fixtures and fittings

25% straight line

Computer hardware

Right of use assets

3 to 5 years

Over period of lease

It has been assumed that all assets will be used until the end of their economic life. Freehold land is not depreciated.

Intangible assets

All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately, or which arise from legal or contractual rights regardless of whether those rights are separable, and are initially recognised at fair value.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but is tested annually for impairment.

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.

Computer software purchased separately, that does not form an integral part of related hardware, is capitalised at cost. Amortisation is charged to profit or loss over the estimated useful lives of intangible assets and is presented within operating expenses. Intangible assets are amortised from the date they are available for use.

The estimated useful lives, are as follows:

Customer relationships

5 years

Customer contracts

Over period of contract

Trademarks

Game IP acquired

5 years

Over expected period of cash flows

Software

2 years

Impairment

For goodwill that has an indefinite useful life, the recoverable amount is estimated annually. For other assets, the recoverable amount is only estimated when there is an indication that an impairment may have occurred. The recoverable amount is the higher of fair value less costs to sell and value in use.

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in profit or loss.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Post-employment benefits

Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss as incurred.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Business combinations

When the Group completes a Business Combination, the consideration transferred for the acquisition and the identifiable assets and liabilities acquired are recognised at their fair values. The amount by which the consideration exceeds the net assets acquired is recognised as Goodwill. Where consideration is contingent on future events, an estimate is made of the most likely outcome in determining the fair value at the acquisition date. Contingent consideration classified as a liability is discounted to present value, and is remeasured to fair value at each reporting date and recognised in the P&L.

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end the end of the lease term.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.  In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liabilities.

Lease Liabilities

The lease liability is initially measured at the present value of lease payments that were not paid at the commencement date, discounted using the Group's incremental borrowing rate.

The lease liability is measured at amortised cost using the effective interest method.  In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. 

If there is a remeasurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded directly in profit or loss if the carrying amount of the right of use asset is zero.

The Group presents right-of-use assets within property, plant and equipment.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or leases for assets with a value of less than £5,000. These lease payments are expensed on a straight-line basis over the lease term.
 

Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or in equity, respectively.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except to the extent that it arises on:

· the initial recognition of goodwill where the initial recognition exemption applies;

· the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination;

· differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset in respect of tax losses is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Video Game Tax Relief

Video Game Tax Relief has only been recognised where management believe that a tax credit will be recoverable based on their experience of obtaining the relevant certification and the success of similar historical claims. Where the Group benefits from the VGTR claimed, such credits are recognised as part of direct costs, in order to reflect the substance of these credits to the Group and cash flows are presented within operating activities. The debit is recorded on the balance sheet as "VGTR recoverable" within current assets.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank borrowings that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows.

Trade and other receivables

Trade and other receivables are initially recorded at fair value and thereafter are measured at amortised cost using the effective interest rate. A loss allowance for expected credit losses is recognised based upon the lifetime expected credit losses. This assessment is performed on a collective basis considering forward-looking information.

Financial derivatives

The Group uses derivative financial instruments to hedge its exposure to risks arising from operational activities, principally foreign exchange risk. In accordance with treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. The Group does not hedge account for these items. Any gain or loss arising from derivative financial instruments is based on changes in fair value, which is determined by direct reference to active market transactions or using a valuation technique where no active market exists. At certain times the Group has foreign currency forward contracts that fall into this category.

Trade and other payables

Trade payables are initially recorded at fair value and thereafter at amortised cost using the effective interest rate method.

Segmental reporting

The Group reports its business activities in one area: video games development, which is reported in a manner consistent with the internal reporting to the Board of Directors, which has been identified as the chief operating decision maker. The Board of Directors consists of the Executive Directors and the Non-Executive Directors.

Exceptional costs

The Group presents as exceptional costs on the face of the income statement, those significant items of expense, which, because of their size, nature and infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the period.

This facilitates comparison with prior periods and trends in financial performance more readily. Such costs include professional fees and other costs, directly related to the purchase of businesses and to restructuring within the group. Further information is provided in Note 7.

Own shares

The Group holds shares in an employee benefit trust. The consideration paid for the purchase of these shares is recognised directly in equity. Any disposals are calculated on a weighted average method with any gain or loss being recognised through reserves.

The assets and liabilities of the Employee Benefit Trust (EBT) have been included in the Group financial statements. Any assets held by the EBT cease to be recognised on the group balance sheet when the assets vest unconditionally in identified beneficiaries. The cost of purchasing own shares held by the EBT are shown as a deduction within shareholder's equity. The proceeds from the sale of own shares are recognised in shareholder's equity. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the income statement.

Shares to be issued

Deferred shares represent deferred consideration on the acquisition of a subsidiary and have been classified as equity instruments. The shares are measured at fair value at the acquisition date.  No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the equity instruments.

 

Retained earnings

Retained earnings includes all current and previous periods retained profits.

Direct costs

Included within direct costs are all costs in connection with the development of games, including an allocation of studio management costs. Video Games Tax Relief is presented within direct costs as it is directly related to the level of expenditure incurred.

Share-based payments

The Group operates equity-settled share-based remuneration plans for its employees. None of the Group's plans are cash-settled.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values using the Monte Carlo and Black Scholes models.

Where employees are rewarded using share-based payments, the fair value of employees' services is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions).The fair value of the options, appraised at the grant date, includes the impact of market based vesting conditions.

All share-based remuneration is ultimately recognised as an expense in staff costs with a corresponding credit to retained earnings. Where vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share (further details are given in Note 9)

The group provides for National Insurance liabilities on the exercise of share based payments over time, using the best estimate of the liability at the balance sheet date.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Critical accounting estimates

Revenue recognition on development contracts

There are estimates made in respect of the recognition of revenue on customer contracts, including:

· Development revenue recognised over time is determined based upon estimates on the overall contract margin and percentage of completion of the contract at each period end. These estimates are based on contract value, historical experience and forecasts of future outcomes. These include specific estimates in respect of contracts for which variations may be in the process of being negotiated, and so the contracts are accounted for on the basis of the best estimate of the revenue expected to be received on the contract, which are all expected to be resolved relatively shortly after the financial year end. A reduction of 1% of the revenue recognised on contracts which were not complete at 31 December 2020 (and therefore subject to these estimates) would result in a £570,000reduction in revenue;

· Certain development contracts include an element of variable consideration, such as royalty income, which is contingent on future game sales.  Such variable consideration is only recognised to the extent that it is highly probable that a significant reversal of cumulative revenue recognised will not occur once the certainty related to the variable consideration is subsequently resolved. 2020 revenue includes £0.3m of variable consideration not yet received and contingent on future sales.

Business combinations

When the Group completes a Business Combination, the consideration transferred for the acquisition and the identifiable assets and liabilities acquired are recognised at their fair values. The amount by which the consideration exceeds the net assets acquired is recognised as Goodwill.  The application of accounting policies to business combinations involves the use of estimates. During the year the Group made one significant business combination when it acquired Pipeworks, Inc. The aspects of the transactions that required significant judgement were the measurement of intangible assets acquired, and the measurement of the fair value of contingent consideration.

The Group engaged external experts to support the valuations of intangible assets acquired. Management concluded that the intangibles acquired separate from Goodwill were Customer Contracts, Customer Relationships, Trademarks and Game IP. The fair values of these assets were determined with reference to the forecast future cashflows. These valuations involved the use of a number of assumptions including revenue forecasts, customer attrition and the application of an appropriate discount rate to future cash flows. The total fair value of intangible assets recognised on the acquisition of Pipeworks Inc was £21,425,000. Full analysis of the consideration transferred, assets and liabilities acquired and Goodwill recognised in business combinations are set out in Note 15. Amounts recognised at 31 December 2020 are provisional due to the proximity of the acquisition date to the year end and will be finalised in the coming year.

The Directors review customer contracts and customer relationship assets on an annual basis which also involves an estimation of the length of the contract, an assessment of the relationship and an expected level of customer attrition. Details of the period end impairment review of Goodwill have been disclosed in Note 10 to the Financial statements.

In determining the fair value of acquisition consideration which is contingent on future events, management is required to make estimates of earn out targets that will be achieved in the future. Estimates in respect of the achievement of earn outs are determined with reference to the budgets and forecasts of the acquired business. Management have prepared a number of scenarios and applied a weighting to these based on the expected likelihood of that scenario in determining the expected earn out. As some contingent consideration will be settled in shares, the fair value of the resulting liability is also measured with reference to the share price of the Group. The fair value of contingent consideration recognised on acquisition of Pipeworks was £28.5m.

Contingent consideration recognised as a liability is remeasured to fair value at each reporting date. During the period following acquisition, the Group recognised a loss due to an increase in the fair value of the liability of £4.2m driven by the increase in the market value of the Group's shares, offset by a foreign exchange gain as a result of the movement in exchange rates as the liability is denominated in US dollars. The Group also recognised £0.1m of interest on the unwinding of discounting on the liability.

Video Games Tax Relief

The process of claiming Video Game Tax Relief requires estimates to be accrued at the period end. Whilst the Company undertakes a detailed exercise involving external professional support in calculating the accrual, these claims are subject to review and approval by HMRC prior to payment. In 2020, £3,910,000 of Video Game Tax Relief income has been recognised in respect of claims not yet reviewed and approved by HMRC, being £7,381,000 of Video Game Tax Relief receivable at the balance sheet date, of which £3,607,000 is reimbursable to clients on receipt.

Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. Options with both market and non-market conditions are most impacted by these estimates. An increase in the assumption of fair value at grant date of 10% for this category of options would result in an increase in the cumulative IFRS2 charge of £85,000.

The share options charge is subject to an assumption about the number of options that will vest as a result of the expected achievement of certain non-market conditions. A 1% reduction in the percentage of lapses assumed in each option category in respect of the achievement of performance conditions would result in an increase in the cumulative IFRS2 charge of £48,000.

Recognition of Deferred Tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.  A proportion of the deferred tax asset at 31 December 2020 is subject to a restricted period of overlapping profits. A reduction in future taxable profits of 10% would result in a reduction in the deferred tax asset recognised of £16,000.

 

 

Accounting judgements

Judgements in applying accounting policies and key sources of estimation uncertainty

The following are the areas requiring the use of judgement that may significantly impact the financial statements.

Revenue recognition on development contracts

There are a number of judgements in respect of the recognition of revenue on development contracts, including:

· the determination of the number of distinct separate performance obligations in a contract. This is based upon judgement around whether the customer can benefit from the use of the service on its own or together with other resources that are readily available to it, and also whether the promise to transfer the service is separately identifiable from other promises in the contract. As explained in the accounting policy for revenue, in most cases this results in the identification of a single performance obligation, being the development of a completed project or game;

· Whether the Group transfers control of the game over time, and therefore satisfies the performance obligation and recognises revenue over time. This requires judgement as to whether the customer controls the game as it is created and enhanced. As the customer approves the development work as it progresses, and is involved in directing the development activity, it is generally considered that control is transferred over time and revenue is recognised accordingly; for revenue contracts with a significant financing component the transaction price is adjusted for both the length of time between when the Group delivers the services and when the customer pays for those services, and the effects of the time value of money using prevailing interest rates. When determining what rate to use, management consider the rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception taking into account the credit characteristics of the customer. This involves a certain degree of judgement;

· variable consideration is constrained on contract inception until the time at which it is considered highly probable that the revenue will not reverse in future periods. As this determination includes a number of factors outside the control of the Group, the recognition of this revenue is an inherently difficult judgement, and may result in revenues being recognised in a later period than when the performance obligations were satisfied.

Video Game Tax Relief

It is in the Directors' judgement that presenting Video Game Tax Relief as a deduction from direct costs best reflects the substance and nature of these Credits. The Directors have considered the requirements and key accounting indicators of both IAS20 (Accounting for Government Grants) and IAS12 (Income Taxes) and have determined that Video Game Tax Relief is most appropriately accounted for under IAS20.

4. GROUP ANNUAL REPORT AND STATUTORY ACCOUNTS

 The financial information set out in the preliminary announcement does not constitute the Group's statutory accounts for the year ended 31 December 2020 and the year ended 31 December 2019. The statutory accounts for 2020 will be delivered to the Registrar of Companies following the Annual General Meeting. The auditors, Ernst & Young LLP, have reported on these accounts, their report is unmodified, does not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and does not constitute a statement under either Section 498(2) or (3) of the Companies Act 2006.

 

The Annual Report and full financial statements for the year ended 31 December 2020 will be available on the Company's website (www.sumogroupplc.com) in due course, at which time a notification will be sent to shareholders.

5. SEGMENTAL REPORTING

The trading operations of the Group are predominantly in video games development and are all continuing. This includes the activities of Sumo Digital Limited, Pipeworks Inc., Mistral Entertainment Limited, Sumo Video Games Private Limited, Cirrus Development Limited, Sumo Digital (Genus) Limited, Sumo Digital (Chili) Limited, Sumo Digital (Locus) Limited, Sumo Games Development Limited, Atomhawk Design Limited, Atomhawk Canada Limited, The Chinese Room Limited, Red Kite Games Limited and Lab42 Limited. The central activities, comprising services and assets provided to Group companies, are considered incidental to the activities of this single segment and have therefore not been shown as a separate operating segment but have been subsumed within video games development. The assets of the Group reside predominantly in the UK, with the exception of non-current and current assets with a net book value of £8.9m (2019: £0.4m) located in USA, India and Canada.

Major clients

In 2020 there were 2 major clients that individually accounted for at least 10 percent of total revenues (2019: four clients). The revenues relating to these clients in 2020 were £17.3m and £10.0m (2019: £12.8m, £10.9m, £7.5m and £5.2m).

Analysis of revenue

The amount of revenue from external clients can be disaggregated by location of the clients as shown below:

 

 

Year ended

31 December

2020

Year ended

31 December

2019

 

£'000

£'000

 

 

 

UK & Ireland

 13,707

16,622

Europe

 5,543

5,440

North America

 42,225

 26,457

Rest of the World

 7,473

 468

 

68,948

48,987

Revenue by IP origination

The Group's revenue can be disaggregated by considering the source of created intellectual property (IP) as shown below:

 

Year ended

31 December

2020

Year ended

31 December

2019

 

£'000

£'000

Client-IP - Development

55,367

31,315

Client-IP - Royalty

1,375

1,309

Total Client-IP

56,742

32,624

 

 

 

Own-IP - Development

9,885

15,998

Own-IP - Royalty

1,855

-

Own-IP - Game Revenues

466

365

Total Own-IP

12,206

16,364

Total Revenue

68,948

48,987

The above categories of revenue are recognised over time, with the exception of 'Own-IP', which is recognised at a point in time.

On third party game development contracts, the estimated transaction price for the performance obligation includes both fixed ('development fees') and variable revenues (such as 'royalties') and is reassessed at each reporting date (with changes in the estimate recognised in the income statement), and recognised over time.

Client-IP includes concepts and IP commissioned or originated by clients for development by, or in partnership with, the Group and for which clients retain ownership of such IP after development is complete.

Own-IP includes concepts and IP originated by the Group. In some instances, the Group may transfer certain rights to such IP, originated by the Group, to the client for a finite period or in perpetuity, typically earning a combination of fixed consideration in the form of development revenues and variable consideration such as royalties or similar income.

Where the Group fully funds the development of its Own-IP and retains legal title to such IP, it will earn game revenues or similar income.  The Group may, at times, licence such IP to clients with a view to maximising game revenues.

Royalty revenue of £3.2m (2019: £1.3m) includes £0.3m (2019: £1.0m) of variable consideration identified as part of the transaction price for performance obligations already satisfied at the year-end date. The amount has been constrained to reflect uncertainty in the variable consideration which will be resolved in future periods. This uncertainty relates to circumstances outside of the group's control such as future success of video games which the group has developed. Royalties also include amounts recognised in revenue in 2020 relating to performance obligations satisfied in previous periods for which the outcome was uncertain totalling £0.9m (2019: £0.3m).

The following aggregated amounts of transaction prices relate to the performance obligations from existing contracts that are unsatisfied or partially unsatisfied at 31 December 2020.

 

2021

2022

 

£'000

£'000

Revenue expected to be recognised

58,280

38,457

Assets and liabilities relating to contracts with clients

The Group has recognised the following asset and liabilities relating to contracts with clients:

 

 

2020

£'000

2019

£'000

Contract assets - amounts recoverable on contracts

 

10,015

9,847

Contract liabilities - advances for game development

 

874

394

Contract assets - amounts recoverable on contracts represents contracts whereby the services rendered by the Group at the reporting date exceed the customer payments. Included within the above contract assets are amounts of variable consideration that are highly probable of not reversing of £0.3m (2019: £1.0m). In the event that this variable consideration is no longer considered probable, a provision for credit losses will be recorded. There are no provisions for credit losses in respect of contract assets at either year end.

In cases where the payments exceed the services rendered as at the balance sheet date, a contract liability is recognised for advances for game development.

Contract liabilities - advances for game development represent customer payments received in advance of performance obligations that are expected to be recognised as revenue in 2021. These amounts recognised will generally be utilised within the next reporting period. 

6. DIRECT COSTS (NET)

 

Year ended

31 December 2020

Year ended

31 December 2019

 

£'000

£'000

 

 

 

Direct costs

44,414

32,409

Video Games Tax Relief

(6,942)

(7,350)

 

37,472

25,059

7. EXPENSES BY NATURE

 

Year ended

31 December

2020

Year ended

31 December

2019

 

£'000

£'000

Exceptional items

4,115

  523

Employee benefit expense

47,478

  34,091

Depreciation charges (Note 11)

3,524

  2,226

Amortisation and impairment charges (Note 10)

2,089

834

Fair value loss on contingent consideration

2,706

-

Operating lease payments

212

  200

Exceptional items

Exceptional items include external costs in relation to:

2019 - professional advisor fees associated with the acquisition of Red Kite Games Limited (£157,000), transactions relating to restructuring costs (£153,000) and other ongoing acquisition activity (£213,000)

2020 - professional advisor fees associated with the acquisition of Pipeworks Inc (£2,889,000) the acquisition of Lab42 Limited (£119,000), and other ongoing acquisition activity (£1,107,000)

These items are considered to be material and exceptional in nature as they are non-recurring and are significant in size respective to the ongoing expenses of the group.

Fair value loss on contingent consideration

Fair value loss on contingent consideration reflects the restatement to fair value of the liability recognised for consideration paid in 2022 which is contingent on future events. In 2020, this movement consists of an increase in the fair value of the liability of £4,205,000, offset by a gain on retranslation to year end foreign exchange rates of £1,499,000.

8.  TAXATION

The effective tax rate of the group for the period ended 31 December 2020 is (91)% (2019: (1.6)%)

Analysis of credit in year

 

Year ended

31 December 2020

 

Year ended

31 December 2019

 

£'000

£'000

Current tax

 

 

Current taxation charge for the year

975

92

Adjustments for prior periods

(61)

(22)

Total current tax

914

70

 

 

 

Deferred tax

 

 

Origination and reversal of timing differences

(1001)

(68)

Effect of changes in tax rates

(296)

-

Adjustments in respect of prior periods

(402)

(119)

Total deferred tax

(1,699)

(187)

 

 

 

Income tax credit reported in income statement

(785)

(117)

 

 

 

Reconciliation of total tax (credit):

 

 

Profit/(loss)on ordinary activities before tax

860

7,439

Profit/(loss) on ordinary activities multiplied by the rate of corporation tax in the UK of 19.00% (2019: 19.00%)

163

1,413

 

 

 

Effects of:

 

 

Permanent differences

1,751

192

Share-based payments

(19)

(121)

Unrecognised deferred tax

178

156

Effects of different tax rates in overseas jurisdictions

(91)

19

Non-taxable income

(2,008)

(1,656)

Effect of change in rates

(296)

21

Adjustments in respect of previous periods

(463)

(141)

Total taxation (credit)

(785)

(117)

 

Non-taxable income relates primarily to VGTR. Permanent differences relate primarily to exceptional items and fair value movements on contingent consideration.

 

Taxation on items taken directly to equity was a credit of £1,575,000 (2019: £272,000) and relates to deferred tax on share option schemes and transitional adjustments on the implementation of IFRS16.

 

Adjustments in respect of prior periods relate to the utilisation losses for which the deferred tax asset was unrecognised at 31 December 2019 due to uncertainty over recoverability.

Factors that may affect future tax charges

The standard rate of UK corporation tax is 19% and this took effect from 1 April 2017.  The 2016 Finance Act introduced a UK corporation tax rate of 17% from 1 April 2020.  However on 11 March 2020, the 2020 UK Budget reversed the reduction in the corporation tax rate from 19% to 17%.  This reversal was substantively enacted on the same date. 

 

Accordingly, these rates are applicable in the measurements of the deferred tax assets and liabilities at 31 December 2020. 

 

9. EARNINGS PER SHARE

Basic and diluted earnings per share are calculated by dividing the earnings attributable to equity shareholders by the weighted average number of ordinary shares in issue.

 

When calculating basic earnings per share, the weighted average number of shares has been adjusted to exclude shares held in the Employee Benefit Trust (4,618,735 at 31 December 2020 and 31 December 2019).

 

When calculating diluted earnings per share, the weighted average number of shares is adjusted to assume conversion of 8,203,478 (2019: 689,726) of potentially dilutive options granted to employees and 460,175 of shares to be issued in respect of deferred and contingent consideration on acquisition of Red Kite Games Limited and Pipeworks Inc where conditions upon which the shares will be issued have been met.  

 

The calculation of basic and diluted profit/(loss) per share is based on the following data:

 

 

 

Year ended

31 December 2020

 

Year ended

31 December 2019

Earnings (£'000)

 

 

Earnings for the purposes of basic and diluted earnings per

share being profit for the year attributable to equity shareholders

1,645

7,556

Number of shares

 

 

Weighted average number of shares for the purposes of basic earnings per share

152,500,624

145,720,683

Weighted average dilutive effect of warrants

1,450,000

1,450,000

Weighted average dilutive effect of conditional share awards

8,203,478

689,727

Weighted average dilutive effect of deferred consideration

460,175

1,064,033

Weighted average number of shares for the purposes of diluted earnings per share

162,614,277

148,924,443

Earnings/(losses) per ordinary share (pence)

 

 

Basic earnings/ (loss) per ordinary share

1.08

  5.19

Diluted earnings/ (loss) per ordinary share

1.01

  5.07

  

10. GOODWILL AND OTHER INTANGIBLE ASSETS

 

Software

Intellectual Property

Customer contracts

Customer relationships

Trademarks

Goodwill

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

COST

 

 

 

 

 

 

 

As at 1 January 2019

882

-

14,722

21,678

-

21,379

58,661

Additions

476

348

-

-

-

15

839

Acquisition of subsidiary

-

-

135

-

-

1,457

1,592

As at 31 December 2019

  1,358

  348

  14,857

  21,678

-

  22,851

  61,092

Additions

248

1,156

-

-

-

-

1,404

Acquisition of subsidiary (note 15)

 

 

33

25

 

5

63

Acquisition of subsidiary (note 15)

9

465

2,792

13,408

4,750

61,841

83,265

Effects of translation to presentation currency

-

(22)

(98)

(676)

(239)

(3,250)

(4,285)

Derecognition

-

-

(14,857)

(21,678)

-

-

(36,535)

As at 31 December 2020

1,615

1,947

2,727

12,757

4,511

81,447

105,004

 

 

 

 

 

 

 

 

AMORTISATION

 

 

 

 

 

 

 

As at 1 January 2019

368

-

14,298

21,617

 

-

36,283

Charge for the year

214

-

559

61

 

-

834

As at 31 December 2019

582

-

14,857

21,678

 

-

37,117

Charge for the year

 

347

-

962

584

196

-

2,089

Charge for the year - cost of sales

-

161

-

-

-

-

161

Derecognition

-

-

(14,857)

(21,678)

-

-

(36,535)

As at 31 December 2020

929

161

962

584

196

-

2,832

 

 

 

 

 

 

 

 

NET BOOK VALUE

 

 

 

 

 

 

 

As at 31 December 2019

776

348

-

-

 

22,851

23,975

As at 31 December 2020

686

1,786

1,765

12,173

4,315

81,447

102,172

The customer contracts represent contracted revenues acquired as part of business combinations, and customer relationships represent the expected future cash flows from revenues with existing customers that are uncontracted at the acquisition date. Where the impact of discounting is significant, the valuation used the discounted cash flow method, based on estimated operating business profit margins. The discount rate applied at the time to the future cash flows was 12.1%

Goodwill and other intangible assets have been tested for impairment. The method, key assumptions and results of the impairment review are detailed below:

Goodwill is attributed to two cash generating units - UK and US operating businesses. Goodwill and other intangible assets of the UK cash generating unit have been tested for impairment by assessing the value in use of the CGU. The value-in-use calculations were based on projected cash flows in perpetuity. Cash flows were based on a three-year forecast with growth rates between 10% and 15%. Subsequent years were based on a reduced rate of growth of 2.0% into perpetuity. These growth rates are based on past experience, and market conditions and discount rates are consistent with external information. The growth rates shown are the average applied to the cash flows of the individual CGUs and do not form a basis for estimating the consolidated profits of the Group in the future.

The discount rate used to test the cash generating units was the Group's pre-tax WACC of 12% (2019: 11%).

As a result of these tests no impairment was considered necessary. Due to the proximity of the acquisition to the reporting date, no impairment test has been performed on Goodwill arising on the acquisition of the US cash generating unit.

All amortisation charges have been treated as an expense and charged to operating expenses in the income statement.

11. PROPERTY, PLANT AND EQUIPMENT

 

Leasehold improvements

Fixtures and fittings

Computer hardware

Right of use asset

Total

 

£'000

£'000

£'000

£'000

£'000

COST

 

 

 

 

 

As at 1 January 2019

1,312

734

2,409

-

4,455

Additions

584

210

2,894

7,725

11,413

Transfers

(409)

409

-

-

-

Acquisition of subsidiary (note 15)

-

-

25

-

25

As at 31 December 2019

1,487

1,353

5,328

7,725

15,893

Adjustment to opening position[1]

-

-

-

(685)

(685)

Additions

2,029

114

2,048

4,358

8,549

Transfers

(18)

18

-

-

-

Acquisition of subsidiary (note 15)

-

-

9

135

144

Acquisition of subsidiary (note 15)

625

64

232

3,479

4,400

Effect of translation to presentation currency

-

-

-

(25)

(25)

Disposals

-

-

-

(288)

(288)

As at 31 December 2020

4,123

1,549

7,617

14,699

27,988

 

 

 

 

 

 

DEPRECIATION

 

 

 

 

 

As at 1 January 2019

278

227

1,454

-

1,959

Charge for the period

290

269

762

905

2,226

Effect of translation to presentation currency

-

-

(7)

-

(7)

As at 31 December 2019

568

496

2,209

905

4,178

Charge for the period

392

354

1,423

1,355

3,524

Effect of translation to presentation currency

-

-

5

(9)

(4)

Disposals

-

-

-

(288)

(288)

As at 31 December 2020

960

850

3,637

1,963

7,410

 

 

 

 

 

 

NET BOOK VALUE

 

 

 

 

 

As at 31 December 2019

919

857

3,119

6,820

11,715

As at 31 December 2020

3,163

699

3,980

12,736

20,578

Note 1: The comparative amounts have not been restated for this adjustment as, in the directors' opinion, this is immaterial to the Financial Statements

Depreciation charges are allocated to operating expenses in the income statement.

12. LEASES

IFRS 16 Lease liability

The leases held by the Group relate to leased land and buildings, plant and machinery and motor vehicles, as set out below. There are no variable lease payments, extension or termination options or residual value guarantees and there are no leases not yet commenced to which the Group is committed.

 

Amounts recognised in the Consolidated Statement of Financial Position

The balance sheet shows the following amounts relating to leases:

 

31 December 2020

31 December 2019

 

 '000

 '000

Right of use assets

 

 

Leased land and buildings

12,849

 6,791

Motor vehicles

-

 29

 

12,849

6,820

These are included within "Property, plant and equipment" in the Consolidated Statement of Financial Position.

 

31 December 2020

31 December 2019

 

 '000

 '000

Lease liabilities

 

 

Maturity analysis

 

 

Within one year

1,376

816

In one to five years

5,975

3,436

In more than five years

6,292

 3,088

Total lease liabilities

13,643

7,340

Current

1,376

816

Non-current

12,267

 6,524

 

 

 

Amounts recognised in the Consolidated Income Statement

The Consolidated Income Statement shows the following amounts relating to leases:

 

31 December 2020

31 December 2019

 

 '000

 '000

Depreciation charge of right of use assets

 

 

Leased land and buildings

1,335

 882

Motor vehicles

-

 23

 

1,335

 905

 

 

 

Interest expense (included in finance costs)

196

149

Expenses relating to short term/low value leases

(included in direct costs / operating expenses)

212

 200

 

13. SHARE-BASED PAYMENTS

In the year ended 31 December 2020 the Group operated two equity-settled share-based payment plans as described below.

The Group recognised total expenses of £4,977,000 (2019: £2,684,000) in respect of equity-settled share-based payment transactions in the year ended 31 December 2020 of which £1,597,000 related to accrued national insurance costs (2019: £531,000).

The Sumo Group plc Long Term Incentive Plan (the 'LTIP')

The Group operates a long-term incentive plan for senior executives, further details of which can be found in the Directors' Remuneration Report in the Group financial statements.

The Group has made awards to certain Directors and employees.

The vesting of some of these awards is subject to the Group achieving certain performance targets under the LTIP, as set out in the Directors' Remuneration Report and are based on the Group meeting the adjusted earnings per share (AEPS) and (in some cases) total shareholder return (TSR) conditions in the following weightings.

2018 and early 2019 awards:

Performance condition

 

Tier 2-4 participants Proportion of award

Tier 1 participants Proportion of award

Cumulative AEPS

 

100%

35%

Cumulative TSR

 

-

65%

December 2019 and 2020 awards:

Performance condition

Part A participants

Part B Participants

Part C participants

Continued employment only

50%

-

Cumulative TSR

-

50%

100%

Details of the maximum total number of ordinary shares, which may be issued in future periods in respect of awards outstanding at 31 December 2020 is shown below.

 

 31 December 2020

Number of shares

 31 December 2019

Number of shares

At 1 January

9,640,194

9,581,278

Granted in the year

 1,417,060

1,009,371

Exercised in the year

 (40,000)

(519,961)

Lapsed/forfeited in the year - leavers

 (281,135)

(430,494)

Lapsed/forfeited in the year - performance conditions not satisfied

(654,966)

-

At 31 December

10,081,153

9,640,194

Options over 3,060,342 shares are subject to TSR performance conditions, options over 5,525,226 shares are subject to AEPS performance conditions, and the remaining shares are subject only to continued employment by the Group (2019: Options over 3,708,435 shares are subject to both the AEPS and TSR performance conditions and the remainder were subject only to the AEPS performance condition)

The estimate of the fair value of the services received in return for the awards is measured based on the Black Scholes or Monte Carlo model. The aggregate of the estimated fair values of the awards at 31 December 2020 shown above is £1.01 (2019: £0.95). The fair value of the TSR award takes into account the likelihood of achieving the performance conditions.

The weighted average remaining contractual life for the share options outstanding as at 31 December 2020 was 0.4 years (2019: 1.3 years).

The weighted average fair value of options granted during the year was £1.56 (2019: £1.39).

All options have an exercise price of £nil.

For awards granted in the current year, the inputs into the Monte Carlo models are as follows:

 

 

 TSR condition

AEPS condition

 TSR condition

AEPS condition

 

Year ended 31 December 2020

Year ended 31 December 2020

Year ended 31 December 2019

Year ended 31 December 2019

Share price at grant date

 2.00 to £2.55

n/a

n/a

 1.27 to £1.60

Exercise price

nil

n/a

n/a

 nil

Expected volatility

46%

n/a

n/a

  -

Expected life

3 years

n/a

n/a

 3 years

Expected dividend yield

nil

n/a

n/a

  -

Risk-free interest rate

0.86%

n/a

n/a

  -

Fair value per option

£1.07 to £1.63

n/a

n/a

 1.26 to £1.60

Expected volatility was determined using the Group's own share price volatility. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Share Incentive Plan (SIP)

The Group operates an all-employee share ownership plan. Under the SIP, the Group has made awards of matching shares to certain employees which are conditional on length of service.

Details of the maximum total number of ordinary shares subject to conditional share awards outstanding at 31 December 2020 is shown below.

 

 31 December 2020

Number of conditional shares

 31 December 2019

Number of conditional shares

At 1 January

108,856

86,087

Granted in the year

16,005

24,455

Lapsed/forfeited in the year

-

(1,686)

At 31 December

124,861

108,856

The estimate of the fair value of the services received in return for the conditional share awards is measured based on a Black Scholes model. The aggregate of the estimated fair values of the awards at 31 December 2020 shown above is £2.05 (2019: £1.69), before taking into account the likelihood of achieving non-market-based performance conditions.

For awards granted in the 2020 year, the inputs into the Black Scholes model are as follows:

 

31 December

2020

31 December

2019

Share price at grant date

£1.87 to £3.37

£1.28 to £1.67

Exercise price

£nil

£nil

Expected volatility

-

-

Expected life

3 years

3 years

Expected dividend yield

-

-

Risk-free interest rate

-

-

Fair value per option

£1.87 to £3.37

£1.28 to £1.67

Expected volatility was determined using the median volatility of comparator sector companies. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

14. DEFERRED TAX 

 

2020

2019

 

£'000

£'000

Asset at beginning of period

2,512

2,053

Credit to income statement

831

187

Credit to equity

1,575

272

Adjustments in respect of prior periods

402

-

Foreign exchange adjustments

2

2

On acquisition of subsidiary

27

(2)

Asset at 31 December

5,349

2,512

 

 

 

The deferred tax asset relates to the following:

 

 

 

 

 

Accelerated capital allowances on property, plant & equipment

249

(53)

On losses

967

1,110

On share-based payments and other timing differences

4,133

1,455

 

5,349

2,512

 

 

2020

2019

 

£'000

£'000

Liability at beginning of period

-

-

On acquisition of subsidiary

5,782

-

Charge to income statement

(465)

-

Foreign exchange adjustments (in equity)

(280)

-

Asset at 31 December

5,037

-

The deferred tax liability relates to intangible assets arising on acquisition of a subsidiary.

The Group has unrecognised deferred tax assets on losses of £1,132,000 (2019: £977,000)

15. BUSINESS COMBINATIONS

Acquisition of Pipeworks Inc

On 30 September 2020 the Group announced its conditional acquisition of Pipeworks, Inc (Pipeworks). The acquisition was completed on 16 October 2020. Consideration agreed was $35.0m cash on completion subject to normal cash, net debt and working capital adjustments and $24.5m in Sumo shares on completion, with additional consideration of up to $40m payable based on the performance of Pipeworks in the years to 31 December 2020 and 31 December 2021.  The fair value of the consideration was assessed as £80.2m ($103.7m), comprising cash of £26.2m ($33.9m) (£25.0m net of cash acquired), Ordinary shares issued £25.5m ($33.0m) and additional earnout consideration contingent on future performance with an estimated fair value at the acquisition date of £28.5m ($36.8m).

Consideration transferred

Completion consideration

On 16 October 2020 the acquisition of Pipeworks, Inc was settled in cash of $33.9m (£26.2m) after adjustments for cash, debt and normalised working capital, and in 9,893,940 shares with a fair value of £25.5m ($33.0m) on the completion date based on the Group's share price on 16 October of £2.58 per share. The number of shares issued was determined as a value of $24.5m based on the 'reference share price' (the average share price on the 30 trading days preceding 28 September 2020) determined on completion to be $2.48/ £1.90. 

 

Contingent consideration

In addition to the consideration payable on completion, additional consideration may be payable based on earnout targets for Pipeworks, Inc. for the financial years ending 31 December 2020 and 31 December 2021. The maximum earnout consideration is $8m in respect of 2020 and $32m in respect of 2021 based on the reference share price of $2.48/£1.90. The total earnout consideration will be settled in one instalment following the signing of the audited accounts of the Group for the year ending 31 December 2021. At least 30% of the earnout consideration will be settled in cash, and at least 30% settled in Sumo shares, with the final split of cash and shares at the Group's discretion. 35% of the total earnout consideration is variable based on movements in the Group's share price in comparison to the reference share price.

 

Management determined that the fair value of contingent consideration on acquisition was $36.8m (£28.5m). In determining the fair value of the contingent consideration on acquisition, management have made a number of assumptions:

 

Financial targets - management have made an assessment of the likelihood of earnout targets being met. The earnout for the year ended December 2020 has been determined based on the actual trading results for the period. The earnout for the year ended December 2021 has been calculated using a risk weighted average forecast. This assumption will be reassessed at each reporting date and any movements in the fair value of the consideration amount recognised in the income statement.

 

Fair value of shares - a proportion of the earn out consideration results in a fixed number of shares (or cash equivalent value) using the earn out amount divided by the 'reference share price' of £1.90. The fair value of this proportion of the consideration was determined with reference to the Group's market share price on completion. The fair value will be reassessed at each reporting date, and at 31 December 2020 this has resulted in an increase in the fair value of the consideration of £4,205,000 which has been recognised as an expense in the income statement. This expense is offset by a foreign exchange gain on retranslation of the liability of £1,499,000.

 

Discount rate - the liability for contingent consideration has been discounted to present value using a rate of 2.5%. Interest costs of £146,000 have been recognised in the income statement. The undiscounted value of the contingent consideration at acquisition was $38.2m (£29.5m).

 

Goodwill and intangible assets

Goodwill of £61,841,000 is primarily related to growth, technical knowledge and market diversification, as well as the acquisition of an assembled and trained workforce. Other intangible assets had a fair value of £21,425,000 and include Customer Contracts, Customer relationships, Trademarks and Intellectual property.

Contribution to the Group results

Pipeworks, Inc generated a profit before tax of £1.2m for the 2.5 months from acquisition. Revenue for the period was £6.1m. If Pipeworks had been part of the Group for the full year, profit would have been £3.7m.

The draft fair values of the assets and liabilities acquired are set out below: 

 

Fair value

 

£'000

Assets

 

Intangible assets

21,425

Property, plant and equipment

4,400

Trade and other receivables

3,223

Cash and cash equivalents

1,247

 

30,295

Liabilities

 

Corporation tax payable

(16)

Trade and other payables

(6,131)

Deferred tax

(5,755)

 

(11,902)

 

18,393

Goodwill

61,841

 

80,234

 

 

Summary of net cash inflow from acquisition

 

Cash paid

26,246

Cash acquired

(1,247)

Cash consideration transferred

24,999

 

 

Purchase consideration

 

Cash paid

26,246

Ordinary shares

25,526

Contingent consideration

28,462

Total purchase consideration

80,234

 

 

 

 

Acquisition costs charged to expenses

2,889

 

Acquisition of Lab42 Limited

On 14 May 2020, the Group acquired Lab42 Limited (Lab42) for consideration of $600,000 (£493,000). Net consideration was £197,000, as Lab42 had £296,000 of cash on the balance sheet at the date of acquisition. The Company will continue to operate under the Lab42 name, as a wholly owned subsidiary of Sumo Digital Limited.

Contribution to the Group results

Lab 42 Limited generated a profit before tax of £0.5m for the 7.5 months from acquisition. Revenue for the period was £2.6m, including £0.4m of intercompany revenue. If Lab42 had been part of the Group for the full year, profit would have been £0.6m.

The draft fair values of the assets and liabilities acquired are set out below:

 

Fair value

 

£'000

Assets

 

Intangible assets

58

Property, plant and equipment

145

Trade and other receivables

415

Cash and cash equivalents

296

 

914

Liabilities

 

Trade and other payables

(426)

 

488

Goodwill

5

 

493

 

 

Summary of net cash inflow from acquisition

 

Cash paid

493

Cash acquired

(296)

Cash consideration transferred

197

 

 

Purchase consideration

 

Cash paid

493

 

 

 

 

Acquisition costs charged to expenses

119

Acquisition of Red Kite Games Limited

In the year ended 31 December 2019 the Group acquired Red Kite Games Limited. During the year ended December 2020, the Group paid £134,000 of deferred cash consideration and issued 1,162,791 shares as deferred consideration.

Cash flows on acquisition of subsidiaries - net of cash acquired:

 

 

Year ended

31 December

2020

Year ended

31 December

2019

 

£'000

£'000

Red Kite Games Limited

 134

38

Lab 42 Limited

 197

 -

Pipeworks, Inc

 24,999

 -

 

25,330

38

16. POST BALANCE SHEET EVENTS

Following the year end, on 27 January 2021, The Group's joint brokers and NOMAD, Zeus Capital, exercised warrants to subscribe for 1,450,000 shares for £1 each, generating proceeds of £1,450,000 for the Group.

On 31 January 2021, the Group acquired PixelAnt Games sp. z o. o. ("PixelAnt"), based in Wroclaw, Poland for a total consideration of £250,000. A further amount may be payable, in Sumo Group shares, depending on the EBITDA achieved in the two years to 31 March 2023. The company will continue to operate under the PixelAnt name, as a wholly owned subsidiary of Sumo Digital Limited.

17. ALTERNATIVE PERFORMANCE MEASURES

The Group reports certain alternative performance measures (APMs) that management believes provide valuable additional information for the users of this report to understand the underlying trading performance of the business. In particular, Adjusted EBITDA is used to provide the users of the accounts a clear understanding of the underlying profitability of the business over time. These APMs, described below, are not GAAP measures as defined by IFRS. A reconciliation of statutory profit to underlying profit is provided below.

Adjusted EBITDA

Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) also excludes:

· Share based payments charges of £4,977,000 (2019: 2,684,000).

· Foreign currency derivative contracts gain of £966,000 (2019: nil). This adjustment represents net gains or losses on economic foreign currency hedges, recognised at fair value within statutory operating profit, but which are not yet realised through actual currency receipts. These gains or losses are excluded from Adjusted EBITDA, which recognises profit on economic foreign currency hedges at a constant currency hedged rate and includes only gains and losses on realised currency receipts.

· Exceptional costs of £4,115,000 (2019: £523,000) for professional advisor fees associated with acquisitions.

· Fair value movements on contingent consideration of £2,706,000 (2019: £nil) associated with acquisitions.

· Investment in co-funded games expensed of £245,000 (2019: £1,292,000), being the Group's contribution to the cost of developing games which are co-funded with clients and which are required to be expensed under IFRS, offset by the unwind of any such costs adjusted in previous periods on games which have subsequently launched.

Adjusted EBITDA also includes:

· Operating lease costs capitalised under IFRS16 of £1,548,000 (2019: £986,000) which represents the rental costs payable on leases applied on a straight line basis over the life of the lease.

Adjusted profit before tax

Adjusted profit before tax excludes share based payment charges, exceptional costs, fair value movements on contingent consideration and investment in co-funded games expensed, and includes operating lease costs, as described above.

Adjusted profit before tax also excludes:

· Depreciation of £1,355,000 (2019: £905,000) associated with IFRS16.

· Finance costs of £342,000, being interest charges associated with IFRS16 of £196,000 (2019: £149,000) and the unwind of interest on the Group's liability for contingent consideration of £146,000 (2019: £nil).

· Amortisation of £1,742,000 (2019: 621,000) on intangible assets recognised on acquisition.

Adjusted Earnings Per Share

Basic adjusted earnings per share is calculated by dividing the adjusted profit attributable to equity shareholders by the adjusted weighted average number of ordinary shares in issue at the reporting date.

Adjusted profit attributable to equity shareholders is calculated as adjusted profit before tax after applying a pro-forma rate of tax of 19%.

Adjusted weighted average number of shares differs from the statutory measure (Note 9) as it includes 950,000 nil cost options issued on IPO which have no outstanding performance conditions as part of share capital. Only 540,000 were exercised as at 2020 (2019: 500,000). Adjusted weighted average number of shares in 2020 also assumes 7,588,500 of share placing shares issued on 21 July 2020 were tied to the Pipeworks acquisition on 16 October and are included in the weighted average only from that date.

Diluted adjusted earnings per share is calculated by dividing adjusted earnings attributable to equity shareholders by the total number of potential future shares, including all those in granted in respect of Share Option schemes where performance conditions have not yet been met.

When calculating adjusted diluted earnings per share, the number of shares is adjusted to assume conversion of 9,603,033 (2018: 9,640,194) of potentially dilutive options granted to employees, 8,715,519 (2019: 1,162,791) shares to be issued in respect of deferred consideration on acquisition and 1,450,000 (2019: 1,450,000) of warrants.

 

Year ended

31 December

2020

Year ended

31 December

2019

 

 

 

Adjusted earnings per share

 

 

Weighted average number of shares for the purposes of basic adjusted earnings per share

151,138,164

  146,410,409

Fully dilutive potential number of shares

184,934,211

158,239,287

 

 

 

Basic AEPS (pence)

7.93

  6.99

Diluted AEPS (pence)

6.48

  6.46

 

 

A reconciliation of IFRS reported results to the unaudited underlying income statement is shown below.

 

Year ended 31 December 2020

 

Year ended 31 December 2019

 

 

Reported

Adjustments

Underlying

 

Reported

Adjustments

Underlying

 

£'000

£'000

£'000

 

£'000

£'000

£'000

Revenue

68,948

-

68,948

 

48,987

-

48,987

Gross profit

31,476

245

31,721

 

23,928

1,292

25,220

Operating expenses excluding depreciation, amortisation, share based payments, foreign currency derivative contracts, exceptional items and fair value loss on contingent consideration

(13,701)

-

(13,701)

 

(10,162)

-

(10,162)

Investment in co-funded games expensed

245

(245)

-

 

1,292

(1,292)

-

Operating lease costs capitalised under IFRS16

(1,548)

-

(1,548)

 

(986)

-

(986)

Adjusted EBITDA

16,472

-

16,472

 

14,072

-

14,072

Depreciation

(3,524)

1,355

(2,169)

 

(2,226)

905

(1,321)

Amortisation of software

(347)

-

(347)

 

(213)

(213)

Foreign currency derivative contracts

966

-

966

 

 

 

 

Investment in co-funded games expensed

(245)

245

-

 

(1,292)

1,292

-

Operating lease costs capitalised under IFRS16

1,548

(1,548)

-

 

986

(986)

-

Net finance costs

(470)

342

(128)

 

(60)

149

89

Adjusted profit before tax

14,400

394

14,794

 

11,267

1,360

12,627

Amortisation of intangibles arising on acquisition

(1,742)

 

 

 

(621)

 

 

Share based payment charge

(4,977)

 

 

 

(2,684)

 

 

Operating expenses - exceptional

(4,115)

 

 

 

(523)

 

 

Fair value losses on contingent consideration

(2,706)

 

 

 

-

 

 

Profit/(loss) before taxation

860

 

 

 

7,439

 

 

 

Financial calendar

 

Financial year end

31 December 2020

Announcement of full-year results

31 March 2021

Publication of Annual Report and Accounts

May 2021

Annual General Meeting

June 2021

Announcement of half-year results

Late September 2021

Publication of Interim Report

Mid October 2021

Financial year end

31 December 2021

Announcement of full-year results

April 2022

Publication of Annual Report and Accounts

May 2022

 

 

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