REG - Accesso Technology - PRELIMINARY RESULTS
04/04/2023 07:00
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RNS Number : 2386V Accesso Technology Group PLC 04 April 2023
4 April 2023
accesso® Technology Group plc
("accesso" or the "Group")
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2022
Return to full-demand environment drives record revenues
accesso Technology Group plc (AIM: ACSO), the premier technology solutions
provider for attractions and venues worldwide, today announces preliminary
results for the year ended 31 December 2022 ('2022').
Commenting on the results, Steve Brown, Chief Executive Officer of accesso,
said:
"In 2022 we delivered a record year for revenue, continuing our robust growth
trend as well as very strong cash EBITDA, beating our expectations.
accesso today is a strategically well-aligned, focused, and efficient business
which is resilient in the face of challenge and capable of meeting the complex
and evolving needs of the leading venue operators in the world.
During the year, with clear demand for our expanded offering, we achieved
long-term renewals for two key enterprise customers, continued to secure a
range of new customers and further expanded our penetration within our client
base with ongoing cross-sell success. We move forward into 2023 with a clear
focus on continued operational excellence and further organic growth whilst
also evaluating opportunities for further expansion through strategic
opportunities.
With a strong operating performance track record and a robust balance sheet,
we have never been better positioned as we move into 2023 and beyond."
2022 Financial highlights
2022 2021 Vs 2021
$000 $000
Revenue 139,730 124,794 12.0%
Revenue - constant currency ((4)) 145,196 124,794 16.3%
Cash EBITDA ((1)) 25,805 28,138 (8.3)%
Statutory profit before tax 12,417 12,110 2.5%
Net cash ((2)) 64,663 64,050 1.0%
Adjusted basic EPS (cents) ((3)) 35.93 61.10 (41.2)%
Basic earnings per share (cents) 24.41 53.39 (54.3)%
(Footnotes:)
(1.) (Cash EBITDA: operating profit before the deduction of amortisation,
depreciation, acquisition costs, and costs related to share-based payments
less capitalised development costs paid in cash as per the consolidated cash
flow statement (see reconciliation in financial review)().)
(2.) (Net cash is calculated as cash and cash equivalents less borrowings.)
(3.) (Adjusted basic earnings per share is calculated after adjusting operating
profit for impairment of intangible assets, amortisation on acquired
intangibles, acquisition costs and share-based payments, net of tax at the
effective rate for the period on the taxable adjusted items (see note 9))(.)
(4.) (Revenue metrics for the period ended 31 December 2022 have been prepared on a
constant currency basis with the period ended 31 December 2021 to assist with
assessing the underlying performance of the revenue streams. Average monthly
rates for FY 2021 were used to translate the monthly FY 2022 results into a
constant currency using the range of currencies as set out below:)
(a. GBP sterling - $1.33 - $1.41)
(b. Euro - $1.13 - $1.22)
(c. Canadian dollars - $0.78 - $0.82)
(d. Australian dollars - $0.72 - $0.78)
(e. Mexican pesos - $0.05 - $0.05)
(f. Brazilian real - $0.18 - $0.20)
2022 Strategic Highlights
· Return to full-demand environment supporting growth: Revenue of $139.7m
reflects strength in new business volume and continued growth in product
utilisation. 29 new venues signed in 2022, with our focus on combined product
offerings driving 25 new combination wins in the year, where customers take
more than one of our products. Live entertainment tickets sales in US and
Canada were up 170% year-on-year. As expected, this sector was the last to
return to pre-pandemic demand.
· Operational excellence drives strong profitability: Cash EBITDA result of
$25.8m demonstrates the successful focus on efficient resource utilisation and
the flexibility established within our business to readily adapt to changes in
customer needs or market conditions. This result was ahead of our initial
expectations and was after the expected increase in the cost base, as the
Company hired to capture the opportunities ahead of it and to fill vacancies
remaining from 2021. The strength of our team underpins our success, with 2022
seeing our highest ever employee engagement score and low churn of 15%.
· Key operator renewals underpin future growth plan: Long-term enterprise
customer renewals with Cedar Fair through 2028 and Village Roadshow Theme
Parks through 2027, strengthens our forward visibility and long term
repeatable revenue stream. Key flagship renewals demonstrate the quality and
continued innovation in our must-have technology proposition, providing a firm
foundation for future growth aspirations.
· Increased geographic and customer diversity: Growing breadth and scale
increases resilience and routes for growth. A record 117.8 million accesso
Passport(®) and accesso ShoWare(SM) eCommerce tickets sold, with 30.9% growth
in the EMEA and 75.0% growth in the Asia Pacific market. Revenue outside North
America grew by 67.2% compared to 2021 and accounted for 31.2% of Group
revenue (18.7% in 2021), returning to the pre-COVID geographic revenue mix.
2023 Outlook & Guidance
· Clear demand remains for our mission-critical technology to enhance guest
experience: The Group is mindful of ongoing economic uncertainty and continues
to monitor key indicators. However, as things stand, early 2023 trading
remains encouraging with January and February in line with expectations. The
geographic diversity and nature of the Group's client base is a strength, as
regional and local activities generally serve as substitutes for more
expensive destination travel.
· Strong cash position: The Group continues to trade with no debt drawn and ends
the period with net cash of $64.7m. As evidenced by the acquisition of
high-quality Food & Beverage technology on 1 July 2022 for a consideration
of £750k, the Group continues to consider value accretive acquisitions that
align with our strategy.
· Full year expectations for 2023: We look forward to another profitable and
cash generative year in line with current expectations.
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 ("MAR"). Upon the publication of this announcement, this inside
information is now considered to be in the public domain
***
The Company will be hosting a presentation for analysts at 1300 UK time today.
Analysts and institutional investors are also able to request a copy of the
presentation and audio webcast conference details by contacting
accesso@fticonsulting.com. A copy of the presentation made to analysts will be
available for download from the Group's website, shortly after the conclusion
of the meeting.
accesso Technology Group plc +44 (0)118 934 7400
Steve Brown, Chief Executive Officer
Fern MacDonald, Chief Financial Officer
Numis Securities Limited (Nominated Adviser and Sole Broker) +44 (0)20 7260 1000
Simon Willis, Hugo Rubinstein
FTI Consulting, LLP +44 (0)20 3727 1000
Matt Dixon, Emma Hall, Jamille Smith, Tom Blundell
About accesso Technology Group
At accesso, we believe technology has the power to redefine the guest
experience. Our patented and award-winning solutions drive increased revenue
for attraction operators while improving the guest experience. Currently
serving over 1,000 clients in 29 countries around the globe, accesso's
solutions help our clients streamline operations, generate increased revenues,
improve guest satisfaction and harness the power of data to facilitate
business and marketing decisions.
accesso stands as the leading technology provider of choice for tomorrow's
attractions, venues and institutions. To stay ahead, we invest heavily in
research and development because our industries demand it, our clients benefit
from it and it makes a positive impact on the guest experience. Our innovative
technology solutions allow venues to increase the volume and range of on-site
spending and to drive increased transaction-based revenue through cutting edge
ticketing, point-of-sale, virtual queuing, distribution and experience
management software.
Many of our team members come from backgrounds working within the attractions
and cultural industry. In this way, we are experienced operators who run a
technology company serving attractions operators, versus a technology company
that happens to serve the market. Our staff understand the day-to-day
operations of managing complex venues and the challenges this creates, and
together we strive to provide our clients and their guests with technology
that empowers them to do more and enjoy more. From our agile development team
to our dedicated client service specialists, every team member knows that
their passion, integrity, commitment, teamwork and innovation are what drive
our success.
accesso is a public company, listed on AIM: a market operated by the London
Stock Exchange. For more information visit www.accesso.com
(https://www.accesso.com/) . Follow accesso on Twitter
(https://twitter.com/accessotech) , LinkedIn
(https://www.linkedin.com/company/accesso) and Facebook
(https://www.facebook.com/accessoTechnologyGroup/) .
***
Chief Executive's statement
With visitor demand back to pre-pandemic levels, during 2022 accesso delivered
another strong year with record revenue and very strong cash EBITDA reflecting
continued progress along our growth path. We have navigated our business
through the unique challenge of the pandemic and improved the resilience and
capability of our operational platform. To have exited this extremely
difficult time stronger than ever is a testament to the commitment, talent,
and creativity of our team. I would like to thank them for their efforts and
their continued dedication to driving accesso forward each, and every, year.
Our 2022 results are the product of the efforts we've made to realign our
business and refocus on profitable growth. We've done this through driving
efficiency across our business, boosting our already-leading product set, and
doubling down on the areas of greatest growth potential. Of course, one of
these is the business we win with totally new customers. But we are also
capitalising on the significant growth potential we have within our existing
base.
We're driving this activity forward in two main ways. First, we are driving
increased product utilisation across our customer base, ensuring operators get
the most from the technology they use. Second, we're driving hard on
cross-sell opportunities from other solutions in our product set.
This might mean a ski venue deploying accesso Passport for eCommerce alongside
accesso Siriusware(SM) for its point-of-sale capability, or it might mean
customers using our mobile-first accesso LoQueue® product to improve guest
experience and monetise a premium service. In any of these use cases, accesso
technology is a mission critical component of our customers' ability to run
their operations efficiently, productively, with the agility they need to
adapt to change. We remain unmatched in delivering the range and quality of
solutions across our portfolio.
The breadth of customers and venues we serve also continues to expand.
Historically accesso has been seen as a company primarily serving theme parks
in North America. Today accesso is active and growing in live entertainment,
museums, theatres, zoos and aquariums, and with our most recent technology
addition we aim to expand by reaching into the broader hospitality marketplace
with our newly acquired food and retail offering. Of course, North America
remains an important market, but our customers are spread broadly across
Europe, South America, and Asia Pacific. Revenue outside North America grew by
67.2% compared to 2021 and accounted for 31.2% of Group revenue (20.9% in
2021), returning to the pre-COVID geographic revenue mix.
Through the year, we have again proved our ability to be nimble and add value
through change. Our near-term revenue, particularly in our queuing business,
could have been significantly affected by a change in strategy from a major
customer during the first half of the year. I am proud that we were able to
absorb the impact of this situation during the second half by managing the
circumstances with robust yield management while still delivering strong
revenue growth across the wider customer base and product set.
Our agility in responding to the dynamic environment in which we operate
continues to demonstrate our strength in the face of adversity and further
demonstrates the increasing breadth, diversity, and resilience of our business
as well as the underlying strength across the remainder of our business. This
same agility, inherent in our operation, also allows us to respond to new
opportunities as they present themselves by adjusting our resources and
priorities accordingly.
In 2023, accesso will continue to innovate and help customers broaden their
horizons as they consider how technology can transform their businesses for
the better. Our pipeline is strong, our team is motivated, and we are off to a
solid start on the year. With the strength of our balance sheet and solid
operational model, we are prepared for the next step in our growth trajectory.
We look forward to continuing our progress and delivering another strong year
of profitable growth in 2023 and the years beyond.
2022 in review
Return to full-demand environment supporting growth
During 2022 we delivered record full year revenue, beating our initial
expectations as demand returned to pre-pandemic levels across our key markets.
This was despite the impact of reduced revenue from accesso LoQueue as a key
customer strategically realigns its business. This strong growth was driven by
a combination of new business volume and growing product utilisation across
our product set.
Through the year we continued our successful new business performance, signing
29 new venues. Of these, 8 were in the live entertainment space. This area
continues to present new opportunities as it returns to pre-pandemic events
and performances as evidenced by 78.9% growth in accesso ShoWare ticket sales
across all territories.
In addition, we won 25 combination deals, where customers take more than one
accesso product, 15 of these deals were cross sales from existing customers,
with 21 instances of customers utilising accesso Passport alongside accesso
Siriusware. This takes the total number of customers using a combination of
the Group's products to 97, up from 72 at the end of 2021.
Our sales to existing clients were well diversified during the year across
attractions, cultural venues, and ski resorts. The ski market continues to
represent significant growth potential for the Group, making up half of all
combination deals signed with existing customers. The Group's strong
performance in 2022, delivered across our wider customer base, highlights the
underlying growth and demand for our products as well as the value in the
diversity of our client base, geographies served, and the range of solutions
offered.
Operational excellence drives improved profitability
Our operational model is continually evolving to further improve the quality
of our revenues and drive profitability. We delivered cash EBITDA of $25.8m
during the year, well ahead of our initial expectations. Importantly, this
performance came against an expected 14.2% increase in our underlying
administrative costs as hiring conditions improved and wage inflation
continued. We also benefited from our strategic decision to shift to a near
fully remote working model, which we believe contributed to our low churn and
record employee engagement scores. Moreover, this approach further aligns our
business with the geographical diversity of our customer base whilst expanding
our opportunity to hire high quality talent. The full year impact of this
increased headcount will be observable in our 2023 results and will lay the
foundation for growth.
Importantly, our cost growth was in line with our plan and the expectation we
set in our March 2022 preliminary results announcement, where we noted that
staffing would increase to capture the new opportunity presented by increased
demand for our products as well as the inflationary pressure on salaries. We
continue to align our team to the current and future potential of our
business. Deployment of talent is not a static process, and we continuously
review and adjust as demands shift or new opportunities present themselves.
Growing the business profitability remains a key focus for the Group and it
was pleasing to see another year of strong profitability, as we continued to
deliver revenue growth despite the expected increases in operating costs.
Key operator renewals underpin future growth plan
Our market leading positioning continues to be underpinned by long-term and
constructive relationships with some of the largest and most important players
in our market. We built upon our success in 2021 with the key renewal with
Merlin; the continuation of our agreement with Six Flags, where they opted not
to exercise their early termination rights and by reaching an agreement with
Village Roadshow Theme Parks in September 2022. Village Roadshow is a customer
central to our APAC presence and has renewed for five years with an option to
extend by a further two, extending the relationship to at least 2027. In
November 2022, we also announced a five-year extension with Cedar Fair
Entertainment, securing our relationship through to 2028. These are the latest
examples of our accesso Passport solution helping to enable the continued
shift of the entertainment market to mobile-first technologies, where we are
very well positioned across our solutions.
These companies are some of the largest attraction operators in the world and
they continue to show their belief that accesso is the right partner for them.
We're proud and grateful for their support. These renewals are important in
providing a solid foundation on which the Group can plan its future growth.
They demonstrate the quality and durability of our technology proposition for
all to see. This gives us great confidence that we are investing in the right
areas as we continue to drive product innovation and enhance our value
proposition for both new and existing customers.
Increased geographic and customer diversity
Our outperformance in 2022 has been delivered, in part, because of our
geographic and customer diversity. The breadth of our customer base provides
us with resilience to economic challenges and as we increase our presence in
newer markets, further routes to future growth.
Our increasingly global footprint can be seen in the performance of accesso
Passport eCommerce outside of our North American market. Beyond North America
we sold approximately 30 million tickets, with growth of 30.9% in EMEA and
75.0% in the Asia Pacific region. In EMEA we were particularly pleased to
welcome new customers including Transport for London (TfL) and Lift 109, for
whom we will facilitate the viewing experience at the newly renovated and
iconic Battersea Power Station in London.
Our portfolio diversification was supported during the year by a landmark
agreement with Parques Reunidos, one of the world's leading operators of
leisure parks. This is a five-year deal to serve as Parques' enterprise
provider of queue management services across its portfolio theme parks with an
initial implementation of four theme parks completed in 2022 and further
opportunity for additional installations.
Continued product innovation
Innovation is at the heart of our business. Quite simply, the quality of our
product sets us apart. For many of our customers, we are the key support
system helping them run efficient operations that delight guests, reduce cost
and drive revenue.
Through the year we have innovated globally across our portfolio, expanding
our partnership with PayPal with support for Venmo and Pay Later, along with
expanding our alternative payment support including for Kakao Pay, Grab Pay
and Alipay which are important to our APAC operations. We have also introduced
Protecht Ticket Insurance as our preferred ticket insurance provider for
accesso ShoWare and accesso Passport and introduced a post-purchase
advertising platform to help our customers drive revenue beyond the final
moment of sale.
During the year, we also delivered enhancements across our products. We
launched a new, updated version of the customer service module for accesso
Passport; enhanced the reconciliation of activities between accesso Siriusware
and accesso Passport eCommerce to improve operational performance; and
introduced a Stay 22 post-purchase accommodation integration for accesso
ShoWare. We are also continuing to fine tune the innovative Queue Length
Measurement product offered by accesso LoQueue, which utilises purpose-placed
cameras or park CCTV and our own Machine Learning service to calculate
accurate queue wait times. We look forward to bringing these enhancements to
the market through 2023.
Technology acquisition update
We are always looking for ways to improve our high-quality suite of solutions,
whether by innovating our products or acquiring externally.
Last July we announced the £750k acquisition of high-quality technology
assets in the Food & Retail space, giving us significant intellectual
property and functionality across food and retail sales operations. The
solution is well regarded by some of the largest and most well-known
enterprise venue operators around the world.
The key rationale for this acquisition was to augment our existing business
with a nearly complete, modernised version of this well-established solution.
We will bring to the market a modern technology platform with robust
functionality to serve food and retail operations delivered as a fully hosted
solution. In a landscape of legacy providers with dated technologies and a
stagnant focus on POS terminals, we believe this product will provide the
operational model and modern system architecture that operators now expect in
the mobile first and self-service landscape.
I am pleased to report that work to complete the solution is on track for
operational readiness in the latter half of 2023 and we have already begun
preliminary sales efforts.
Our strong cash position gives us the ability to add further to our
proposition should we choose to do so. We are assessing opportunities with
great care as any acquisition would need to fully align with our strategic
needs and provide significant long-term growth opportunity.
People & culture
We are always looking for ways to improve the strength and diversity of our
team, ensuring that we recruit and retain the very best talent. During 2022 we
continued this effort, onboarding 162 new hires.
While recruitment is an important part of the puzzle, retention is key. I am
delighted that we achieved our highest ever employee engagement score during
2022, launched our Wellness Programme and our Diversity, Equity, and Inclusion
Council. All of this has combined to ensure our people feel accesso supports,
trusts, and champions them. With a staff churn rate of just 15%, we are
proud of the investments we have made in our team and the strong culture that
sets us apart as a business.
Outlook and guidance
I'm very pleased with our 2022 performance. It isn't easy to deliver against
our bold expectations across the board, and the team has done an extraordinary
job. We provide a quality product offering which is in clear demand and
touching even more verticals. We have never been better positioned as we start
a new financial year, and I am excited by what accesso can achieve this year
and beyond. I am confident we are on track with our platform, strategy,
products, and team to make the most of our expanding market opportunity and
deliver further growth.
Naturally, we are mindful of evolving economic conditions and continue to
monitor key indicators closely. As things stand, our trading performance has
been encouraging, with January and February in line with expectations. Our
geographic diversity and the nature of the Group's client base are key
strengths as regional and local activities serve as substitutes for more
expensive destination travel.
This operational resilience is underpinned by a strong cash position as the
Group continues to trade with no debt, ending the year with net cash of
$64.7m.
For the full year 2023, we expect to see continued revenue growth and look
forward to another profitable and cash generative year.
Steve Brown
Chief Executive Officer
3 April 2023
Financial review
Commenting on the results, Fern MacDonald, Chief Financial Officer of accesso,
said:
"We are delighted to have built upon our excellent performance in 2021,
delivering record revenue and profit before tax and exceeding the high
expectations we set ourselves in all of our key metrics. The stability of our
balance sheet, net cash on hand and fully resourced and motivated team
presents us with the perfect platform to capitalise on the opportunities
available and drive our value proposition into new markets. The
technology-based solutions for ticketing, virtual queuing and food &
beverage provided by accesso continues to drive the expectations of consumers
across our key markets."
Financial overview
During 2022 the Group delivered record financial performance in revenue and
profit before tax, with earnings significantly ahead of our initial
expectations set at the start of 2022.
Our customer venues returned to their pre-pandemic operating levels, which
delivered significant improvement in our earnings with the Group working
extremely hard to get our team fully assembled to deliver on this revenue
potential and capture the available opportunities in the market.
Key performance indicators and alternative performance measures
The Board continues to utilise consistent alternative performance measures
("APMs") internally and in evaluating and presenting the results of the
business. The Board views these APMs as representative of the Group's
underlying performance.
The historic strategy of enhancing accesso's technology offerings via
acquisitions, as well as an all-employee share option arrangement, necessitate
adjustments to statutory metrics to remove certain items which the Board does
not believe are reflective of the underlying business. These adjustments may
include aborted acquisition or aborted sale related expenses, amortisation
related to acquired intangibles, deferred and contingent consideration linked
to continued employment, share-based payments and impairments.
By consistently making these adjustments, the Group provides a better
period-to-period comparison and is more readily comparable against businesses
that do not have the same acquisition history and equity award policy.
APMs include cash EBITDA, adjusted basic EPS, net cash, underlying
administrative expenditure and repeatable and non-repeatable revenue analysis
and are defined as follows:
· Cash EBITDA is defined as operating profit before the deduction of
amortisation, impairment of intangible assets, depreciation, acquisition
costs, and costs related to share-based payments and paid capitalised internal
development costs;
· Adjusted basic earnings per share is calculated after adjusting operating
profit for impairment of intangible assets, amortisation on acquired
intangibles, acquisition and aborted sale expenses and share-based payments,
net of tax at the effective rate for the period on the taxable adjusted items;
· Net cash is defined as available cash less borrowings. Lease liabilities are
excluded from borrowings on the basis they do not represent a cash drawing;
· Underlying administrative expenses are administrative expenses adjusted to add
back the cost of capitalised development expenditure and property lease
payments and remove amortisation, impairment of intangible assets,
depreciation, acquisition costs, and costs related to share-based payments.
This measure is to identify and trend the underlying administrative cost
before these items;
Key performance indicators and alternative performance measures
· Repeatable revenue consists of transactional revenue from Virtual Queuing,
Ticketing and eCommerce and is defined as revenue earned as either a fixed
amount per sale of an item, such as a ticket sold by a customer or as a
percentage of revenue generated by a venue operator. Normally this revenue is
repeatable where a multi-year agreement exists and purchasing patterns by
venue guests do not significantly change. Other repeatable revenue is defined
as revenue, excluding transactional revenue, that is expected to be earned
through each year of a customer's agreement, without the need for additional
sales activity, such as maintenance and support revenue. Non-repeatable
revenue is revenue that occurs one-time (e.g., up-front licence fees) or is
not repeatable based upon the current agreement (e.g., billable professional
services hours) and is unlikely to be repeatable without additional successful
sales execution by accesso. Other revenue consists of hardware sales and other
revenue that may or may not be repeatable with limited sales activity if
customer behaviour remains consistent; and
· The revenue streams for year ended 31 December 2022 have been prepared on a
proforma basis using consistent currency rates with the year ended 31 December
2021 to assist with assessing the underlying performance. Average monthly
rates from 2021 were used to translate the monthly 2022 results into a
constant currency using the range of currencies as set out below:
o GBP sterling - $1.33 - $1.41
o Euro - $1.13 - $1.22
o Canadian dollars - $0.78 - $0.82
o Australian dollars - $0.72 - $0.78
o Mexican pesos - $0.05 - $0.05
o Brazilian real - $0.18 - $0.20
The Group considers cash EBITDA, which disregards any benefit to the income
statement of capitalised development expenditure, as its principal operating
metric.
These APMs should not be viewed in isolation but as supplementary information.
As adjusted results include the benefits of the Group's acquisition history
but exclude significant costs (such as significant legal or amortisation
expenditure), they should not be regarded as a complete picture of the Group's
financial performance, which is presented in its total results.
Key Financial Metrics
Revenue
Group revenue of $139.7m (2021: $124.8m) represents a record for the Group and
built on the excellent performance in 2021. Through 2022, customers continued
to use our technology to tackle more typical problems, such as physical queues
and, also newer use-cases, with technology driving efficiency and compensating
for staffing difficulties, including wage inflation and recruitment
challenges. Our touchless technologies and ability to drive eCommerce ahead of
visitation reduces labour-intensive point-of-sale models and delivers an
enhanced guest experience. These technology-based solutions are now the
base-level consumer expectation across our key markets and will increasingly
become the industry standard over time. We set out details of our revenue by
segment, geography and repeatable to non-repeatable analysis below.
Revenue on a segmental basis was as follows:
2022 2021 Vs 2021
$000 $000 %
Ticketing 77,175 65,877 17.2
Distribution 18,081 10,053 79.9
Ticketing and distribution 95,256 75,930 25.5
Queuing 28,179 32,888 (14.3)
Other guest experience 16,295 15,976 2.0
Guest experience 44,474 48,864 (9.0)
Total revenue 139,730 124,794 12.0
Ticketing and Distribution revenue was 25.5% up on 2021, benefiting from a
full year with minimal capacity restrictions on venues. The distribution
business, in particular, continues to be largely dependent on the UK theatre
sector which was significantly impacted by mandated restrictions through most
of 2021. These were lifted in early 2022 resulting a significant rebound in
2022 distribution revenues which were 79.9% ahead of 2021. In addition, the
distribution business is beginning to diversify away from its reliance on the
UK theatre market and is benefiting from wider integration into the Group's
customer base, allowing existing customers to distribute their ticket supply
to wider markets.
During 2022 the Group went live with 54 new eCommerce ticketing clients,
following on from a very strong 64 during 2021. This demonstrates a continued
shift in consumer and attraction behaviour towards sales online, significantly
benefiting both accesso and its customers as spend per guest increases,
operational costs are reduced, and we gain additional insight into consumer
behaviour through data.
Within the Guest Experience segment, accesso LoQueue's transactional-based
queuing products had mixed performance with our most significant US located
queuing and ticketing customer launching a more premium focused experience
resulting in lower volumes through the year. Their attendance fell by
significantly in 2022 and as a consequence our queuing customer penetration
fell from 6.1% to 4.4%. Encouragingly, our other accesso LoQueue customers
were able to deliver an attendance level improvement of 39.4% and maintain
penetration levels, which helped to offset the reduction to a 14.2% revenue
fall on 2021. During the year we worked hard with customers to enhance their
yield management strategies, ensuring that revenue is increasingly being
maximised from the available attendance at each venue.
The remaining revenue within the Guest Experience segment comes from The
Experience Engine(TM) business which delivered consistent year-on-year
performance, with revenues up 2.0% on 2021. This highlights the continued
customer confidence in our bespoke professional services offerings, with large
customers in the ski, theme park and cruise ship markets using our services.
Revenue on a geographic and segmental basis was as follows:
2022 2021
Primary geographic markets Ticketing Guest Ticketing Guest
and Experience Group and Experience Group
Distribution Distribution
$000 $000 $000 $000 $000 $000
UK 24,636 2,441 27,077 14,939 2,179 17,118
Other Europe 3,085 3,233 6,318 1,443 1,808 3,251
Australia/South Pacific/Asia 4,797 1,975 6,772 3,219 1,318 4,537
USA 56,285 36,276 92,561 52,915 43,123 96,038
Canada 3,216 302 3,518 2,429 215 2,644
Mexico 2,618 247 2,865 829 221 1,050
Other Central and South America 619 - 619 156 - 156
95,256 44,474 139,730 75,930 48,864 124,794
Our USA based customers reduced revenues by 3.6% due to the point noted above
with our large US queuing and ticketing customer, as well as other customers
turning off their reservation functionality due to COVID related capacity
restrictions being removed during 2022 which had generated $4.1m of revenue in
the USA during 2021.
Selling our eCommerce solution into the USA and Canadian ski market continues
to be one of the Group's medium-term strategic priorities.
Live entertainment across multiple geographies demonstrated superb performance
during 2022, with rebounding volumes and a number of new customers being
onboarded. Our accesso ShoWare product, which predominantly serves customers
in North and South America, delivered a 78.9% increase year over year in
ticket volumes following a difficult 2021 impacted by COVID restrictions. This
translated to $5.0m of additional revenue across the regions and the addition
of 27 accesso ShoWare new customers going live during the year (2021: 28).
In the UK, live entertainment remained closed for the majority of the first
half of 2021, opening with partial capacities from May 2021 and then at full
capacities from July 2021 with the key month of December being impacted by
Omicron disruption with many shows being cancelled at short notice. During
2022, the region encountered very little disruption and was therefore able to
deliver growth of 58.2% being an $10.0m increase on 2021, a result more
aligned to pre-pandemic levels.
Other European countries delivered growth of 94.3%, significantly ahead of pre
pandemic levels represented by 2019, due to the onboarding of several key new
clients in the region and an improvement in ticket volumes.
Australia, Asia and the South Pacific delivered growth of 49.3% with revenues
of $6.8m, up from $4.5m in 2021. The Australian region delivered the majority
of this increase and saw excellent performance from accesso LoQueue and
accesso Passport with the success of a partnership renewal with a key customer
in the region, Village Roadshow Theme Parks, extending our relationship
through to 2027 with an option to extend to 2029.
Revenue quality
2022 2021
$000 $000 %
Virtual queuing 28,179 32,888 (14.3)
Ticketing and eCommerce 77,788 58,537 32.9
Reservation revenue 18 4,073 (99.6)
Transactional revenue 105,985 95,498 11.0
Maintenance and support 7,122 7,281 (2.2)
Platform fees 3,007 2,592 16.0
Total repeatable 116,114 105,371 10.2
Licence revenue 2,749 2,162 27.2
Professional services 15,988 13,469 18.7
Non-repeatable revenue 18,737 15,631 19.9
Hardware 1,434 2,704 (47.0)
Other 3,445 1,088 216.6
Other revenue 4,879 3,792 28.7
Total revenue 139,730 124,794 12.0
Total repeatable as % of total 83.1% 84.4%
The above is an analysis of the Group's revenue by type. Transactional revenue
consisting of Virtual Queuing, Ticketing and eCommerce is defined as revenue
earned as either a fixed amount per sale of an item, such as a ticket sold by
a customer, or as a percentage of revenue generated by a venue operator.
Normally this revenue is repeatable where a multi-year agreement exists and
purchasing patterns by venue guests do not significantly change, as they did
in 2020 as a result of the pandemic. Other repeatable revenue is defined as
revenue, excluding transactional revenue, that is expected to be earned
through each year of a customer's agreement, without the need for additional
sales activity, such as maintenance and support revenue. Repeatable of 83.1%
is marginally behind the 84.4% achieved in 2021 but remains ahead of historic
performance (2020: 73.6%, 2019: 81.5%). Non-repeatable revenue is revenue that
occurs one-time (e.g., up-front licence fees) or is not repeatable based upon
the current agreement (e.g., billable professional services hours) and is
unlikely to be repeatable without additional successful sales execution by
accesso.
Other revenue consists of hardware sales and other revenue that may or may not
be repeatable with limited sales activity if customer behaviour remains
consistent.
The Group's transactional revenue streams delivered exceptional performance
during 2022 of $106.0m, up 11.0% on 2021. The Group's eCommerce products
performed particularly well, while Virtual Queuing's fall year over year is
explained by the change to a US customer's admission strategy. As expected,
reservation revenue fell significantly as there was no longer a requirement
from some customers for advanced bookings as had been the case during the
pandemic. Professional services revenue performed significantly ahead of our
budget and 2021, a credit to our exceptional team which continued to deliver
excellent bespoke solutions to the ski, cruise and attractions markets and
delivering revenue 8.1% ahead of pre-pandemic levels in 2019. Our platform
revenues continue to benefit from this bespoke development work whereby
professional service customers have taken up repeatable platform fees for
hosting food and beverage mobile apps. Platform revenues grew to $3.0m, which
is above both 2021 and 2019. We have seen increased demand for contactless
technology, such as our mobile food and beverage apps, which both reduce
physical contact points and help our attraction operators to reduce labour
costs.
Other revenues were 28.7% higher, due to increased referral income received
from the Group's guest payment gateway partners as well as the expiration of
unused gift cards offered to West End theatre customers following COVID
cancellations in 2020 and 2021.
Gross margin
The Group's reported gross profit margin of 74.4% is a reduction on 77.2% in
2021 but remains slightly ahead of 2020 and 2019 (when adjusted for $1.6m and
$1.2m of server costs to aid comparability respectively). This 2.8% gross
margin decrease is a result of the change in sales mix compared with 2021. Our
lower margin distribution business performed well in 2022 and represented 4.4%
of our gross profit compared to 2.5% in 2021.
Administrative expenses
Reported administrative expenses increased 10.1% to $91.2m in the year, while
underlying administrative expenditure increased by 14.2% to $79.6m in 2022, as
anticipated, due to a combination of factors; the most significant being the
Group's headcount increasing from 513 to 568 (excluding seasonal staff).
Positions were filled in a highly competitive job market alongside wage
increases for our existing staff in a response to the inflationary pressure,
which aided our retention of staff.
Share-based payment costs increased on 2021 to $2.6m from $2.5m, reflective of
key management incentive arrangements being granted in both 2020 and 2021 and
an all-other staff share-based payment award granted in July 2021.
During the year the Group continued to take action to rationalise its property
leases following the move to a hybrid and remote work environment, exiting
two-thirds of the space leased in Lake Mary, Orlando. This follows on from the
action taken in 2021 where the Group did not renew expiring leases in San
Diego, London, Sao Paulo, Belfast and Annapolis. The Group will save a further
$0.6m in property lease payments in 2023.
No government assistance has been received during 2022.
2022 2021
$000 $000
Administrative expenses as reported 91,209 82,872
Capitalised development expenditure ((1)) 2,155 720
Amortisation related to acquired intangibles (1,667) (2,371)
Share-based payments (2,629) (2,490)
Amortisation and depreciation ((2)) (10,744) (12,183)
Property lease payments not in administrative expense ((1)) 1,430 1,408
Reversal of impairment of intangibles - 1,707
Impairment of intangible assets (32) -
Acquisition expenses (137) -
Underlying administrative expenditure 79,585 69,663
(1. )( ) (See consolidated cash flow statement.)
(2. )( ) (This excludes acquired intangibles but includes depreciation on right of use
assets.)
Cash EBITDA
The Group delivered cash EBITDA for the year of $25.8m, an 8.3% reduction on
the record 2021 result however significantly ahead of our initial expectations
for 2022. Whilst the Group delivered revenue growth of 12.0%, this was at
lower margins as explained above, along with an increase in payroll costs due
to 55 full time additional headcount, the full year impact of 2021 headcount
additions and wage inflationary pressure on existing pay levels. The Group
also benefited from a reversal of part of our sales tax accrual from 2021
totalling $1.2m.
The table below sets out a reconciliation between statutory operating profit
and cash EBITDA:
2022 2021
$000 $000
Operating profit 12,751 13,521
Add: acquisition expenses 137 -
Add: Amortisation related to acquired intangibles 1,667 2,371
Add: Share-based payments 2,629 2,490
Add: Impairment of intangibles 32 -
Deduct: Reversal of impairment - (1,707)
Add: Amortisation and depreciation (excluding acquired intangibles) 10,744 12,183
Deduct: Capitalised internal development costs (2,155) (720)
Cash EBITDA 25,805 28,138
The Group recorded an operating profit of $12.8m in 2022 (2021: $13.5m); and
adjusted basic earnings per share decreased to 35.93 cents (2020: 61.1 cents).
Development expenditure
2022 2021
$000 $000
Total development expenditure 43,174 34,666
% of total revenue 30.9% 27.8%
2022 has been another tremendous period of innovation for accesso, with
frontline and technical teams working at pace to deliver solutions to enable
our customers to manage capacities, capture the uptick in demand for
technology-based solutions to ticketing, eCommerce, distribution, queuing and
mobile food and beverage purchasing. Our total development expenditure for
2022 increased to $43.2m, 24.5% higher than 2021 with open positions in our
Engineering and Product groups being filled during the year. The development
expenditure also includes $1.9m of cost incurred in relation to the recently
acquired food & beverage intellectual property.
Development expenditure represents all expenses incurred by the Group's
Engineering and Product Management functions, predominantly comprising payroll
and software related costs. These functions maintain our existing solutions
and work with our customers to ensure the Group's products are well positioned
to meet customer needs. In addition, these functions also perform research and
development activities based on the product roadmaps which set out the planned
features and releases over time.
The Group capitalises elements of development expenditure where it is
appropriate and in accordance with IAS 38 Intangible Assets. Capitalised
development expenditure of $2.2m (2021: $0.7m) represents 5.2% (2021: 2.1%) of
total development expenditure. The Group's research and development is
primarily focused on improving existing customer products, which in turn leads
to increased customer satisfaction and retention, rather than a focus on
creating new revenue streams. It continues to be critical in order to continue
to meet and exceed the expectations of our existing customers' requirements
and the current solutions they utilise. Development continues to expand the
product set and add features that will be important for our customers'
operations in the future.
Cash and net cash
Net cash at the end of the period has increased to $64.7m from 31 December
2021.
2022 2021
$000 $000
Borrowings (including capitalised finance costs) - -
Less: Cash in hand & at bank 64,663 64,050
Net cash 64,663 64,050
The Group has maintained a strong net cash position with net cash inflow from
operating activities of $14.5m (2021 Net inflow of $39.1m) offset by $3.8m
used in investing activities and $7.5m used in financing activities. This
included $5.8m of shares purchased by the Group's Employee Benefit Trust.
The Group continues to hold a 3-year, £18m Coronavirus Large Business
Interruption Scheme Loan revolving credit facility at a 3.75% margin with a
commitment fee of 1.5%, expiring in March 2024. Quarterly covenant tests were
in place on minimum revenue and minimum liquidity for 2 years to December
2022. From March 2023 additional covenants are added for leverage and interest
cover until the facility expires. No drawings have been made on this facility
and all covenants have been met. The Group's increase in trade and other
receivables cash flow of $10.5m is a result of the strong end to the Group's
trading year, with many venues opening over the festive period in comparison
with the same period in 2021 which was severely impacted by venue closures due
to the Omicron COVID variant.
Dividend
The Board maintains its consistent view that the payment of a dividend is
unlikely in the short to medium term with surplus cash more efficiently
invested in strategic product development or, where the opportunities arise,
value accretive acquisitions.
Employee Benefit Trust
The Group funded the trustees of the Employee Benefit Trust in the second half
of 2022 to enable the trustees to purchase 761,971 shares at a total cost of
$5.8m. The shares are held by the trustees and will be used to satisfy awards
granted under the Company's employee share plans that are expected to vest in
future years.
Impairment
In line with relevant accounting standards, the Group reviews the carrying
value of all intangible assets on an annual basis or at the interim where
indicators of impairment exist. As a result, the Group recognised a $0.03m
impairment charge in the year over previously capitalised research and
development projects where they were no longer expected to generate economic
benefit.
Taxation
The tax charge of $2.36m represents an effective tax rate on the $12.4m of
statutory profit before tax of 19.0% (2021: 81.8% effective tax rate based on
a tax credit of $9.9m and a statutory profit before tax of $12.1m).
The key reconciling item to actual tax rates is $1.0m relating to the impact
of changes in statutory tax rates being applied to the Group's earnings. The
Group's principal rate of tax for the period, being the US federal rate of 21%
plus a blended rate of 5.87% for US state taxes, was 26.87% compared to 24.0%
in the prior year. This increase in principal tax rate arises predominantly
due to an uplift in the number of states within the USA where income taxes are
filed.
Fern MacDonald
Chief Financial Officer
3 April 2023
Consolidated statement of comprehensive income
for the financial year ended 31 December 2022
2022 2021
Notes $000 $000
Revenue 139,730 124,794
Cost of sales (35,770) (28,401)
Gross profit 103,960 96,393
(91,209) (82,872)
Administrative expenses
Operating profit before reversal of impairment of intangible assets 12,783 11,814
Reversal of impairment of intangible assets - 1,707
Impairment of intangible assets (32) -
Operating profit 12,751 13,521
Finance expense (566) (1,450)
Finance income 232 39
Profit before tax 12,417 12,110
Income tax (expense)/benefit 8 (2,361) 9,908
Profit for the period 10,056 22,018
Other comprehensive (loss)/income
Items that will be reclassified to income statement
Exchange differences on translating foreign operations (5,283) (219)
Income tax credit on items recorded in other comprehensive income - 188
(5,283) (31)
Total comprehensive income 4,773 21,987
All profit and comprehensive income is attributable to the owners of the
parent
Earnings per share expressed in cents per share:
Basic 9 24.41 53.39
Diluted 9 23.45 51.45
All activities of the Company are classified as continuing
Consolidated statement of financial position
as at 31 December 2022
Registered Number: 03959429 31 December 2022 31 December 2021
Notes $000 $000
Assets
Non-current assets
Intangible assets 10 110,420 120,088
Property, plant and equipment 1,603 2,236
Right of use assets 980 3,053
Contract assets 314 375
Deferred tax assets 8 15,279 16,260
128,596 142,012
Current assets
Inventories 499 286
Contract assets 3,694 3,614
Trade and other receivables 28,785 18,805
Income tax receivable 1,864 1,097
Cash and cash equivalents 64,663 64,050
99,505 87,852
Liabilities
Current liabilities
Trade and other payables 32,090 29,219
Lease liabilities 451 1,003
Contract liabilities 4,920 8,063
Income tax payable 574 503
38,035 38,788
Net current assets 61,470 49,064
Non-current liabilities
Deferred tax liabilities 8 3,294 4,236
Contract liabilities 616 914
Lease liabilities 769 2,733
4,679 7,883
Total liabilities 42,714 46,671
Net assets 185,387 183,193
Shareholders' equity
Called up share capital 11 597 596
Share premium 153,621 153,504
Retained earnings 22,887 9,753
Merger relief reserve 19,641 19,641
Translation reserve (5,584) (301)
Own shares held in trust (5,775) -
Total shareholders' equity 185,387 183,193
Consolidated statement of cash flow
for the financial year ended 31 December 2022
2022 2021
Notes $000 $000
Cash flows from operations
Profit for the period 10,056 22,018
Adjustments for:
Depreciation (excluding leased assets) 1,227 1,827
Depreciation on leased assets 773 1,035
Amortisation on acquired intangibles 10 1,667 2,373
Amortisation on development costs and other intangibles 10 8,744 9,319
Impairment of intangibles 10 32 -
Reversal of impairment of intangible assets 10 - (1,707)
Loss on disposal of property, plant and equipment 135 2
Share-based payment 2,629 2,490
Movement on bad debt provision 15 -
Finance expense 566 1,450
Finance income (232) (39)
Foreign exchange (gain)/loss (31) 312
Income tax expense/(benefit) 8 2,361 (9,908)
RDEC tax credits (141) (81)
27,801 29,091
(Increase)/decrease in inventories (231) 861
(Increase) in trade and other receivables (10,482) (3,592)
Increase/(decrease) in contract assets/contract liabilities 435 (3,316)
(Decrease)/Increase in trade and other payables (797) 16,241
Cash generated from operations 16,726 39,285
Tax paid (2,259) (171)
Net cash inflow from operating activities 14,467 39,114
Cash flows from investing activities
Deferred consideration settlement - (13)
Capitalised internal development costs (2,155) (720)
Purchase of intangible assets (1,140) -
Proceeds from sale of intangible assets 25 23
Purchase of property, plant and equipment (725) (960)
Interest received 210 28
Net cash (used in) investing activities (3,785) (1,642)
Cash flows from financing activities
Share issue 118 178
Purchase of shares held in trust (5,775) -
Interest paid (330) (514)
Payments on property lease liabilities (1,430) (1,408)
Cash paid to refinance - (813)
Repayments of borrowings - (27,033)
Net forward FX contract settlement used to hedge share issue proceeds - (409)
Payment made to cancel equity settled option awards (129) -
Net cash (utilised in) financing activities (7,546) (29,999)
Increase in cash and cash equivalents 3,136 7,473
Cash and cash equivalents at beginning of year 64,050 56,355
Exchange (loss)/gain on cash and cash equivalents (2,523) 222
Cash and cash equivalents at end of year 64,663 64,050
Consolidated statement of changes in equity
for the financial year ended 31 December 2022
Share capital Share premium Retained Merger relief reserve Own shares held in trust Translation reserve Total
earnings
$000 $000 $000 $000 $000 $000 $000
596 153,504 9,753 19,641 - (301) 183,193
Balance at 1 January 2022
Comprehensive income for the year
Profit for period - - 10,056 - - - 10,056
Other comprehensive income
Exchange differences on translating foreign operations - - - - - (5,283) (5,283)
Total comprehensive income for the year - - 10,056 - - (5,283) 4,773
Contributions by and distributions to owners
Issue of share capital 1 117 - - - - 118
Share-based payments - - 2,576 - - - 2,576
Share option tax charge - current - - 143 - - - 143
Share option tax charge - deferred - - 448 - - - 448
Cancellation of share options - - (89) - - - (89)
Re-purchase of shares - - - - (5,775) - (5,775)
Total contributions by and distributions by owners 1 117 3,078 - (5,775) - (2,579)
Balance at 31 December 2022 597 153,621 22,887 19,641 (5,775) (5,584) 185,387
Balance at 1 January 2021 595 153,327 (15,864) 19,641 - (82) 157,617
Comprehensive income for the year
Profit for period - - 22,018 - - - 22,018
Other comprehensive income
Exchange differences on translating foreign operations - - - - - (219) (219)
Income tax credit on items recorded in other comprehensive income - - 188 - - - 188
Total comprehensive income for the year - - 22,206 - - (219) 21,987
Contributions by and distributions to owners
Issue of share capital 1 177 - - - - 178
Share-based payments - - 2,490 - - - 2,490
Share option tax charge - deferred - - 921 - - - 921
Total contributions by and distributions by owners 1 177 3,411 - - - 3,589
Balance at 31 December 2021 596 153,504 9,753 19,641 - (301) 183,193
Notes to the consolidated financial statements
for the financial year ended 31 December 2022
1. Reporting entity
accesso Technology Group plc is a public limited company incorporated in the
United Kingdom, whose shares are publicly traded on the AIM market. The
Company is domiciled in the United Kingdom and its registered address is Unit
5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN. These
consolidated financial statements comprise the Company and its subsidiaries
(together referred to as the "Group").
The Group's principal activities are the development and application of
ticketing, mobile and eCommerce technologies, licensing and operation of
virtual queuing solutions and providing a personalised experience to customers
within the attractions and leisure industry. The eCommerce technologies are
generally licenced to operators of venues, enabling the online sale of
tickets, guest management, and point-of-sale ("POS") transactions. The virtual
queuing solutions and personalised experience platforms are installed by the
Group at a venue, and managed and operated by the Group directly or licenced
to the operator for their operation.
2. Basis of accounting
The preliminary results for the year ended 31 December 2021 and the results
for the year ended 31 December 2020 are prepared under UK-adopted
international accounting standards ("UK-adopted IFRS") and applicable law.
The accounting policies adopted in this preliminary announcement are
consistent with the Annual Report for the year ended 31 December 2022.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2022 or 2021 but is derived
from those accounts. Statutory accounts for 2021 have been delivered to the
registrar of companies, and those for 2022 will be delivered in due course.
The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
While the financial information included in this announcement has been
prepared in accordance with the recognition and measurement criteria of
UK-adopted IFRS, this announcement does not itself contain sufficient
information to comply with UK-adopted IFRS.
The Group's consolidated financial statements have been prepared in accordance
with IFRS. They were authorised for issue by the Company's board of directors
on 3 April 2023.
Details of the Group's accounting policies are included in notes 3 and 4
3. Changes to significant accounting policies
Other new standards and improvements
Other than as described below, the accounting policies, presentation and
methods of calculation adopted are consistent with those of the Annual Report
and Accounts for the year ended 31 December 2022, apart from standards,
amendments to or interpretations of published standards adopted during the
period.
The following standards, interpretations and amendments to existing standards
are now effective and have been adopted by the Group. The impacts of applying
these policies are not considered material:
· Property, Plant and Equipment: Proceeds before Intended Use -
Amendments to IAS 16;
· Onerous contracts - Cost of Fulfilling a Contract - Amendments to
IAS 37;
· Annual Improvements to IFRS Standards 2018-2020; and
· Reference to the Conceptual Framework - Amendments to IFRS 3.
The Group also elected not to adopt the following amendments early:
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - amendments to IAS 12; and
· Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards, and interpretations are
either not effective for 2022 or not relevant to the Group, and therefore have
not been applied in preparing these accounts. These standards, amendments or
interpretations are not expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable future
transactions.
4. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
all the periods presented.
Basis of consolidation
The consolidated financial statements incorporate the results of accesso
Technology Group plc and all of its subsidiary undertakings and the Employee
Benefit Trust as at 31 December 2022 using the acquisition method.
Subsidiaries are all entities over which the Group has the ability to affect
the returns of the entity and has the rights to variable returns from its
involvement with the entity. The results of subsidiary undertakings are
included from the date of acquisition.
The acquisition of subsidiaries is accounted for using the acquisition method.
The cost of the acquisition is measured at the aggregate of the fair value, at
the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the
acquiree. Any costs directly attributable to the business combination are
written off to the Group income statement in the period incurred. The
acquiree's identifiable assets, liabilities, and contingent liabilities that
meet the conditions under IFRS 3 are recognised at their fair value at the
acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of the cost of the business combination
over the Group's interest in the net fair value of the identifiable assets,
liabilities, and contingent liabilities recognised.
Disclosure and details of the subsidiaries are provided in note 18.
Investments, including the shares in subsidiary companies held as fixed
assets, are stated at cost less any provision for impairment in value. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used in line with those used by the Group.
Lo-Q (Trustees) Limited, a subsidiary company that holds an employee benefit
trust on behalf of accesso Technology Group plc, is under control of the Board
of Directors and hence has been consolidated into the Group results.
accesso Technology Group Employee Benefit Trust is considered to be a special
purpose entity in which the substance of the relationship is that of control
by the group in order that the Group may benefit from its control. The assets
held by the trust are consolidated into the Group and Company Financial
Statements.
All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.
Going concern
The financial statements have been prepared on a going concern basis which the
Directors consider to be appropriate for the following reasons.
The Directors have prepared cash flow forecasts for the going concern period,
which indicate that, taking account of severe but plausible downsides, the
Group will have sufficient funds to meet the liabilities of the Group as they
fall due for that period. The Group's severe but plausible downside scenario
models revenue of $136.3m for 2023 and marginally decreases thereafter.
Underlying administrative spend reduces to $82.1m and a marginal decrease
thereafter for the same corresponding periods to reflect cost cutting measures
that would be implemented. The severe but plausible downside scenario
indicates that the Group's cash balance reaches a low point of $61.2m and does
not utilise any of its £18m loan facility. The Group's forecasts do not
include the impact of any possible future potential acquisitions and, if
needed, the Group would ensure additional funding had been obtained prior to
committing to such acquisitions.
At 31 December 2022 the Group has cash of $64.7m and an available undrawn loan
facility of £18m. Covenants on the undrawn facility were passed during 2022
and are forecast to be passed through the going concern period.
Consequently, the Directors are confident that the Group and Company will have
sufficient funds to continue to meet its liabilities as they fall due for the
assessment period being at least 12 months from the date of signing and
therefore have prepared the financial statements on a going concern basis.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into the respective
functional currencies of Group companies at the rates ruling when the
transactions occur.
Monetary assets and liabilities denominated in foreign currency are translated
into the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities that are measured at fair value in a
foreign currency are translated into the functional currency at the exchange
rate when the fair value was determined. Non-monetary items that are measured
based on historical cost in a foreign currency are translated at the exchange
rate at the date of the transaction.
Foreign operations
The assets and liabilities of foreign operations, including goodwill, are
translated into USD at the exchange rates at the reporting date. The income
and expenses of foreign operations are translated into USD at the rates ruling
when the transactions occur, or appropriate averages.
Foreign currency differences on translating the opening net assets at an
opening rate and the results of operations at actual rates are recognised in
other comprehensive income and accumulated in the translation reserve.
Retranslation differences recognised in other comprehensive income will be
reclassified to profit or loss in the event of a disposal of the business, or
the Group no longer has control or significant influence.
Revenue from contracts with customers
IFRS 15 provides a single, principles-based five step model to be applied to
all sales contracts as outlined below. It is based on the transfer of control
of goods and services to customers and replaces the separate models for goods
and services.
1. Identify the contract(s) with a customer.
2. Identify the performance obligations in the contract.
3. Determine the transaction price.
4. Allocate the transaction price to the performance obligations in
the contract.
5. Recognise revenue when or as the entity satisfies its performance
obligations.
The following table provides information about the nature and timing of the
satisfaction of performance obligations in contracts with customers, including
significant payment terms, and the related revenue recognition policies
Type of product/service/ segment Nature of the performance obligations and significant payment terms Accounting policy
a.Point-of-sale (POS) licences and support revenue - Ticketing and Each contract provides the customer with the right to use the POS licence The transaction price is allocated in accordance with management's estimate of
distribution (installed on premise) for terms between one and three years. The customer the standalone selling price for each performance obligation, which is based
also receives support for typically a period of one year. This support is not on observable input costs and a target margin.
necessary for the functionality of the licence and is therefore a distinct
performance obligation from the right to use the POS licence. Revenue from sale of POS licences is recognised at a point in time when the
customer has been provided with the software. Point in time recognition is
With agreements longer than one year, invoices are generated either quarterly appropriate because the licence provides the customer with the right of use of
or annually; usually payable within thirty days. the POS software as it exists and is fully functional from the date it is
provided to the customer.
Although payments are made over the term of the agreement, the agreement is
binding for the negotiated term. The total transaction price is payable over Support revenue is recognised on a straight-line basis over the term of the
the term of the agreement via the annual or quarterly instalments. contract, which in most cases is one year and is renewable at the option of
the customer thereafter. This option to renew is not considered a material
right.
The revenue recognition of POS licences at a point in time gives rise to a
contract asset at inception. The balance reduces as the consideration is
billed annually/ quarterly in accordance with the agreement.
b. Software licences and the related maintenance and support revenue - Each contract provides the customer with the right to use the software licence The transaction price is allocated using observable market inputs, where the
Ticketing and distribution and Guest Experience (installed on premise) with annual support and maintenance. The support and annual support and maintenance revenue is carved out of the total
maintenance is not required to operate the software and is considered a consideration using an estimate that best reflects its stand-alone selling
distinct performance obligation from the right to use the software licence. price.
The customer has an option to renew the licence at no additional cost by Annual support and maintenance revenue is recognised on a straight-line basis
annually renewing support and maintenance at each anniversary. This is over the term of the contract, which in most cases is one year and is
considered a material right under IFRS 15 and represents a separate renewable at the option of the customer thereafter.
performance obligation. Where the contract contains a substantial termination
penalty, it is considered that there is no option to renew and as such these Revenue from sale of annual software licences is recognised at a point in time
contracts do not include a separate performance obligation for a material when the customer has been provided with the software. The revenue is
right of renewal. recognised at a point in time because the licence provides the customer with
the right of use of the software as it exists and is fully functional from the
Invoices are raised at the beginning of each contract for the software licence date it is provided to the customer.
and annual support and maintenance. Subsequently, invoices are raised at each
anniversary of the contract for annual support and maintenance (as software Revenue from sale of multi-year software licence contracts is spread as the
licence is renewed at no additional cost). customer has the option to renew each year's licence at no additional cost by
paying the annual support and maintenance fee. A proportion of the licence
payment is deferred and recognised at a future point in time when the customer
renews. The amount that is deferred is dependent on the term of the
contract. For example: on the inception of a three-year contract, two thirds
of the licence fee consideration would be deferred and released equally on the
first and second anniversary when the customer renews their maintenance and
support. Perpetual licences are recognised in the same manner, with the
exception being that the contract term is estimated to be five years.
If the customer chooses not to exercise the above option, any residual
deferred revenue would be recognised as income in that period.
Revenue from the sale of multi-year software licences containing a substantial
termination penalty is not deferred and instead recognised at a point in time.
It is considered that these contracts do not contain an option to renew.
The deferred revenue gives rise to a contract liability at the inception of
the contract. The balance reduces as revenue is recognised at each contract
anniversary.
c. Virtual queuing system - Guest Experience Virtual queuing systems are installed at a client's location, and revenue is Revenues are recognised when the park guest purchases virtual queuing services
recognised when a park guest uses the service as a sales or usage-based from the attraction owner, being the later of sale or usage, and the
royalty. The Group's performance obligation is to provide a right to access, satisfaction of the performance obligation to which that sale or usage-based
and the necessary technical support to, its virtual queuing platform, with royalty has been allocated.
which the park provides virtual queueing services to the park guest. The
Group's contracts are with the attraction owner, not park guest.
d. Ticketing and eCommerce revenue - Ticketing and distribution The Group's performance obligation is the provision of a right to access, and Ticketing and eCommerce revenue is recognised at the time the ticket is sold
necessary specified technical support to, its ticketing and eCommerce through our platform, or the transaction takes place, within that distinct
platform, over a distinct series of service periods. Invoices are issued series of service periods. accesso recognises the fee it receives for
monthly and are generally payable within thirty days. processing the transaction as revenue.
e. Professional services - Ticketing and distribution and Guest Experience Professional services revenue is typically providing customised software The output method is adopted where the Group's right to consideration
development and in general is agreed with the customer and billed at each corresponds directly with the completed monthly performance obligation,
month end. Certain contracts span longer time periods whereby the Group revenue for these customers is recognised in line with the amount of revenue
carries out customisation and delivers software releases to customers at the Group is entitled to invoice.
predetermined milestones.
Bespoke professional services work is recognised over time where the Group has
enforceable rights to revenue in the event of cancellation. The Group is
entitled to compensation for performance completed to date in the event that
the customer terminates the contract. This compensation would be sufficient to
cover costs and a reasonable proportion of the expected margin.
The Group recognises revenue over time using the input method (hours/total
budgeted hours) when this method best depicts the Group's performance of
transferring control.
f. Hardware sales - Ticketing and distribution and Guest Experience On certain contracts, customers request that the Group procures hardware on This revenue is recognised at the point the customer obtains control of the
their behalf which the Group has determined to be a distinct performance hardware which is considered to be the point of delivery when legal title
obligation. passes. accesso takes control and risk of ownership on hardware procurement
and recognises sales and costs on a gross basis as principal.
g. Platform fees Cloud-based experience management platform systems are used by certain venues Revenue is billed monthly and recognised over time as the performance
to provide customer relationship management, guest personalisation, payment obligations of hosting and supporting the secure platforms are provided to the
and ordering services, push notifications, scheduling, offers, location-based venues.
services, consumer-facing screens and many other services to end users at
attractions. These secure platforms are provided to venues together with
support under annual contracts.
Contract assets and contract liabilities
Contract assets represent licence fees which have been recognised at a point
in time but where the consideration is contractually payable over time,
professional service revenue whereby control has been passed to the customer
and deferred contract commissions incurred in obtaining a contract which are
recognised in line with the recognition of the revenue. Contract assets for
point in time licence fees and unbilled professional service revenue are
considered for impairment on an expected credit loss model, these assets have
historically had immaterial levels of bad debt and are with credit worthy
customers, and consequently the Group has not recognised any impairment
provision against them.
Contract liabilities represent discounted renewal options on licence
arrangements whereby a customer has the right to renew their licence at a full
discount subject to the payment of annual support and or maintenance fees on
each anniversary of the contract. Contract liabilities are recognised as
income when a customer exercises their renewal right on each anniversary of
the contract and pays their annual maintenance and support. In the situation
of a customer terminating their contract all unexercised deferred renewal
rights would be recognised as income, representing a lapse of the renewal
right options. The licence fees related to these contract liabilities are
non-refundable.
Where these assets or liabilities mature in periods beyond 12 months of the
balance sheet date they are recognised within non-current assets or
non-current liabilities as appropriate.
Interest expense recognition
Expense is recognised as interest accrues, using the effective interest
method, to the net carrying amount of the financial liability.
Employee benefits
Share-based payment arrangements
The Group issues equity-settled share-based payments to full-time employees.
Equity-settled share-based payments are measured at the fair value at the date
of grant, with the expense recognised over the vesting period, with a
corresponding increase in equity. The amount recognised as an expense is
adjusted to reflect the Group's estimate of shares that will eventually vest,
such that the amount recognised is based on the number of awards that meet the
service and non-market performance conditions at the vesting date.
The fair value of our share awards with time-based and employment conditions
are measured by use of a Black-Scholes model, and share options issued under
the Long-Term Incentive Plan (LTIP) are measured using the Monte Carlo method,
due to the market-based conditions upon which vesting is dependent. 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.
The LTIP awards contain market-based vesting conditions where they have been
set. Market vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition or where a non-vesting condition is not satisfied.
LTIP awards granted in 2020 included continued employment conditions only due
to the unprecedented market instability, before being modified on 12 February
2021 by the Remuneration Committee to include a market-based total shareholder
return condition and cash EBITDA non-market-based conditions. The fair value
of these LTIP share awards were initially valued by use of a Black-Scholes
model due to them including only continued employment conditions. On their
modification they were reassessed using a Monte Carlo method, due to the
market-based conditions upon which vesting is dependent, this resulted in a
fair value below that on which the awards were initially granted, as such the
fair value was not reduced in line with IFRS 2 Share-based payments and they
continue to be recognised at their original grant date fair value.
Pension costs
Contributions to the Group's defined contribution pension schemes are charged
to the consolidated statement of comprehensive income in the period in which
they become due.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or
production cost less accumulated depreciation and impairment losses.
Depreciation is charged to write off the cost of assets, less residual value,
over their estimated useful lives, using the straight-line method, on the
following bases:
Plant, machinery, and office equipment 20 - 33.3%
Installed systems 25 - 33.3%, or life of contract
Furniture and fixtures 20%
Leasehold Improvements Shorter of useful life of the asset or time remaining within the lease
contract
Inventories
The Group's inventories consist of parts used in the manufacture and
maintenance of its virtual queuing product, along with peripheral items that
enable the product to function within a park.
Inventories are valued at the lower of cost and net realisable value, after
making due allowance for obsolete and slow-moving items. Inventories are
calculated on a first-in, first-out basis.
Park installations are valued on the basis of the cost of inventory items and
labour plus attributable overheads. Net realisable value is based on estimated
selling price less additional costs to completion and disposal.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the Consolidated and Company statements of
financial position differs from its tax base, except for differences arising
on:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction affects neither
accounting or taxable profit; and
· investments in subsidiaries and jointly controlled entities where the Group is
able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
· the same taxable Group company; or
· different Group entities which intend either to settle current tax assets and
liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.
Current income tax
The tax expense or benefit for the period comprises current and deferred tax.
Tax is recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the balance sheet date in the countries
where the Company and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities. See note 13 for further discussion on
provisions related to tax positions.
Goodwill and impairment of non-financial assets
Any excess of the cost of the business combination over the Group's interest
in the net fair value of the identifiable assets, liabilities and contingent
liabilities is recognised in the Consolidated Statement of Financial Position
as goodwill and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated
impairment losses, with the carrying value being reviewed for impairment at an
operating segment level before aggregation, at least annually and whenever
events or changes in circumstances indicate that the carrying value may be
impaired.
Where the recoverable amount of the cash-generating unit is less than its
carrying amount including goodwill, an impairment loss is recognised in the
Consolidated Statement of Profit or Loss.
Any non-financial assets other than goodwill which have suffered impairment
are reviewed for possible reversal of the impairment at each reporting date.
Assets that are subject to amortisation and depreciation are also reviewed for
any possible impairment at each reporting date.
Externally acquired intangible assets
Intangible assets are capitalised at cost and amortised to nil by equal
instalments over their estimated useful economic life.
Intangible assets are recognised on business combinations if they are
separable from the acquired entity. The amounts ascribed to such intangibles
are arrived at by using appropriate valuation techniques. The significant
intangibles recognised by the Group and their useful economic lives are as
follows:
· Trademarks over 10 years
· Patents over 20 years
· Customer relationships and supplier contracts over 1 to 15 years
· Acquired internally developed technology over 3 to 7 years.
Internally generated intangible assets and research and development
Expenditure on internally developed products is capitalised if it can be
demonstrated that it is substantially enhancing an asset and:
· It is technically feasible to develop the product for it to be sold;
· Adequate resources are available to complete the development;
· There is an intention to complete and sell the product;
· The Group is able to sell the product;
· Sale of the product will generate future economic benefits; and
· Expenditure on the project can be measured reliably.
In accordance with IAS 38 Intangible Assets, expenditure incurred on research
and development is distinguished as either related to a research phase or to a
development phase. Development expenditure not satisfying the above criteria
and expenditure on the research phase of internal projects is recognised in
the Consolidated income statement as incurred.
Development expenditure is capitalised and amortised within administrative
expenses on a straight-line basis over its useful economic life between 3 to 5
years from the date the intangible asset goes into use. The amortisation
expense is included within administrative expenses in the Consolidated income
statement.
All advanced research phase expenditure is charged to the income statement.
For development expenditure, this is capitalised as an internally generated
intangible asset, only if it meets the criteria noted above. The Group has
contractual commitments for development costs of $nil (2021: $nil).
Acquired intellectual property rights and patents
Intellectual property rights comprise assets acquired, being external costs,
relating to know-how, patents, and licences. These assets have been
capitalised at the fair value of the assets acquired and are amortised within
administrative expenses on a straight-line basis over their estimated useful
economic life of 5 to 7 years.
Financial assets
The Group classifies all its financial assets into one of the following
categories, depending on the purpose for which the asset was acquired. The
Group's accounting policy for each category is as follows:
· Trade and loan receivables: Trade receivables are initially recognised by the
Group and carried at original invoice amount less an allowance for any
uncollectible or impaired amounts. Under IFRS 9, the Group applies the
simplified approach to measure the loss allowance at an amount equal to the
lifetime expected credit losses for trade receivables. At the year end, the
Group and Company assessed this provision to be immaterial. Trade receivables
are also specifically impaired where there are indicators of significant
financial difficulties for the counterparty or there is a default or
delinquency in payments. Loan receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted in an active market.
They arise principally through the provision of goods and services to
customers (trade receivables), but also incorporate other types of contractual
monetary asset.
· Cash and cash equivalents in the statement of financial position comprise cash
at bank, cash in hand and short-term deposits with an original maturity of
three months or less. Bank overdrafts 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 purposes of the consolidated statement of
cash flow.
Financial liabilities
The Group treats its financial liabilities in accordance with the following
accounting policies:
· Trade payables, accruals and other short-term monetary liabilities are
recognised at fair value and subsequently at amortised cost.
· Bank borrowings and leases are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method, which ensures that any interest expense
over the period to repayment is at a constant rate on the balance of the
liability carried in the statement of financial position. 'Interest expense'
in this context includes initial transaction costs and premiums payable on
redemption, as well as any interest payable while the liability is
outstanding. For loan modifications the Group assesses if the loan can be
prepaid without significant penalty and if so no gain or loss is recognised in
the income statement at the date of the modification.
Employee benefit trust (EBT)
As the Company is deemed to have control of its EBT, it is treated as a
subsidiary and consolidated for the purposes of the consolidated financial
statements and the Company has elected to consolidate within the Company
balance sheet. The EBT's assets (other than investments in the Company's
shares), liabilities, income, and expenses are included on a line-by-line
basis in the consolidated financial statements. The EBT's investment in the
Company's shares is deducted from equity in the consolidated and Company
statements of financial position as if they were treasury shares.
IFRS 16 Leases
The Group assesses whether a contract is or contains a lease. Under IFRS 16, a
contract is, or contains, a lease if the contract conveys a right to control
the use of an identified asset for a period of time in exchange for
consideration.
As a lessee
The Group leases commercial office space. The Group has elected not to
recognise right of use assets and lease liabilities for some leases of low
value. The Group recognises the lease payments associated with these leases as
an expense on a straight-line basis over the lease term.
The Group recognises a right-of-use asset and lease liability at the lease
commencement date.
The right of use asset and lease liability are initially measured at the
present value of the lease payments that are not paid at the commencement
date, discounting using the Group's incremental borrowing rate. Subsequently
the right of use asset is adjusted for impairment losses and adjusted for
certain remeasurements of the lease liability.
The lease liability is subsequently increased by the interest cost on the
lease liability and decreased by lease payments made. It is remeasured when
there is a change in future lease payments arising from a change in an index
or rate, a change in the estimate of the amount expected to be payable under a
residual value guarantee, or as appropriate, changes in the assessment of
whether a purchase or extension option is reasonably certain to be exercised
or a termination option is reasonably certain not to be exercised.
The Group has applied judgement to determine the lease term for some lease
contracts that include renewal options. The assessment of whether the Group is
reasonably certain to exercise such options impacts the lease term, which
significantly affects the amount of lease liabilities and right of use assets
recognised.
5. Functional and presentation currency
The presentation currency of the Group is US dollars (USD) in round thousands.
Items included in the financial statements of each of the Group's entities are
measured in the functional currency of each entity. The Group used the local
currency as the functional currency, including the parent Company, where the
functional currency is sterling. The Group's choice of presentation currency
reflects its significant dealings in that currency.
6. Critical judgments and key sources of estimation uncertainty
In preparing these consolidated financial statements, the Group makes
judgements, estimates and assumptions concerning the future that impact the
application of policies and reported amounts of assets, liabilities, income
and expenses.
The resulting accounting estimates calculated using these judgements and
assumptions are based on historical experience and expectations of future
events and may not equal the actual results. Estimates and underlying
assumptions are reviewed on an ongoing basis, and revisions to estimates are
recognised prospectively.
The judgements and key sources of assumptions and estimation uncertainty that
have a significant effect on the amounts recognised in the financial
statements are discussed below.
Judgements
Information about judgements made in applying accounting policies that have
the most significant effects on the amounts recognised in these consolidated
financial statements are below:
Capitalised development costs
The Group capitalises development costs in line with IAS 38 Intangible Assets.
Management applies judgement in determining if the costs meet the criteria and
are therefore eligible for capitalisation at the outset of a project, $2.16m
has been capitalised on new projects during 2022 (2021: $0.72m). Significant
judgements include the determination that assets have been substantially
enhanced, the technical feasibility of the development, recoverability of the
costs incurred, and economic viability of the product and potential market
available considering its current and future customers. See internally
generated intangible assets and research and development within note 4 for
details on the Group's capitalisation and amortisation policies, and
Intangible Assets, note 16, for the carrying value of capitalised development
costs.
Deferred tax asset on US losses and tax credits
The Group has recognised a deferred tax asset of $9.4m (2021: $11.4m) which
comprises $6.6m of US losses (with an indefinite carry forward period) and
$2.6m of US tax credits (with 20-year expiry dates ranging from 2035 to 2040).
The recognition of these assets is based on the expected profitability of the
US entities using the Group's 5-year Board approved forecasts and risk
adjusted profitability reducing annually by 10%, which indicates that the
losses would be utilised over a 3-year period and the US tax credits over 4
years. According to the enacted legislation, these losses can only be used to
offset 80% of the taxable income. Tax credits can be used to offset a current
income tax liability greater than $25K up to 75% of the liability. The key
inputs are not sensitive to plausible changes in the assumptions, a further
10% risk adjustment as modelled across the said forecast period resulted in US
losses and credits being utilised over the same periods as mentioned above. In
addition to the expected profitability of the US entities. The said losses and
credits were assessed under guidelines established under section 382 of the
current US tax legislation, which sets out that losses are restricted if there
is deemed to have been an ownership change of greater than 50% over the
assessment period. This assessment concluded the ownership change was below
50% and there is no restriction on the losses and credits availability for
use. This assessment will need to be conducted on an annual basis to determine
if any restriction is required.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a
significant risk of resulting in material adjustments in the following year
are:
Useful economic lives of capitalised development costs
The Group amortises its capitalised development costs over 3 to 5 years as
this has been deemed by management to be the best reflection of the lifecycle
of their technology. If this useful economic life estimate were to be 4 or 6
years, the impact on the current year amortisation would be $1,604k higher and
$858k lower respectively. Management review this estimate each year to ensure
it is reflective of the technologies being developed.
In September 2022, management's review of the useful economic lives of certain
capitalised development projects resulted in amendments to reduce their
remaining estimated useful life. The amortisation charge recognised over these
projects of $6,698k in FY22 would have been $919k lower had this review not
been performed.
7. Business and geographical segments
Segmental analysis
The Group's operating segments under IFRS have been determined with reference
to the financial information presented to the Board of Directors. The Board of
the Group is considered the Chief Operating Decision Maker ("CODM") as defined
within IFRS 8, as it sets the strategic goals for the Group and monitors its
operational performance against this strategy.
The Group's Ticketing and Distribution operating segment comprises the
following products:
o accesso Passport ticketing suite using our hosted proprietary technology
offering to maximise up selling, cross selling and selling greater volumes.
o accesso Siriusware software solutions providing modules in ticketing &
admissions, memberships, reservations, resource scheduling, retail, food
service, gift cards, kiosks and eCommerce.
o The accesso ShoWare ticketing solution for box office, online, kiosk, mobile,
call centre and social media sales.
o Ingresso operate a consolidated distribution platform which connects venues
and distributors, opening up a larger global channel for clients to sell their
event, theatre and attraction tickets.
o The recently acquired point of sale system enabling modules in food and
beverage, retail, eCommerce via kiosk or mobile through a multi-tenanted
hosted solution
The Group's Guest Experience operating segment comprises the following
aggregated segments:
o accesso LoQueue providing leading edge virtual queuing solutions to take
customers out of line, improve guest experience and increase revenue for theme
parks
o The Experience Engine ("TE2") experience management platform which delivers
personalised real time immersive customer experiences at the right time
elevating the guest's experience and loyalty to the brand
The Group's virtual queuing solution (accesso LoQueue) and experience
management platform (The Experience Engine 'TE2') are headed by segment
managers who discuss the operating activities, financial results, forecasts
and plans of their respective segments with the CODM. These two distinct
operating segments share similar economic characteristics, expected long term
financial performance, customers and markets; the products are heavily
bespoke, technology and software intensive in their delivery and are directly
targeted at improving a guest's experience of an attraction or entertainment
venue, whilst providing cross-selling opportunities and increased revenues to
the venues. Management therefore conclude that they meet the aggregation
criteria.
The Group's assets and liabilities are reviewed on a Group basis and therefore
segmental information is not provided for the statements of financial position
of the segments.
The CODM monitors the results of the operating segments prior to charges for
interest, depreciation, tax, amortisation and non-recurring items but after
the deduction of capitalised development costs. The Group has a significant
amount of central unallocated costs which are not segment specific. These
costs have therefore been excluded from segment profitability and presented as
a separate line below segment profit.
The following is an analysis of the Group's revenue and results from the
continuing operations by reportable segment which represents revenue generated
from external customers.
2022 2021
$000 $000
Ticketing and Distribution 95,256 75,930
Guest Experience 44,474 48,864
Total revenue 139,730 124,794
Ticketing and Distribution Guest Central unallocated Group
Experience costs
Year ended 31 December 2022 $000 $000 $000 $000
Revenue 95,256 44,474 - 139,730
Cost of sales (19,437) (15,947) (386) (35,770)
Central unallocated administrative expenses - - (78,155) (78,155)
Cash EBITDA ((1)) 75,819 28,527 (78,541) 25,805
Capitalised development spend 2,155
Depreciation and amortisation (excluding acquired intangibles) (10,744)
Amortisation related to acquired intangibles (1,667)
Impairment of intangible assets (32)
Share-based payments (2,629)
Exceptional costs relating to IP acquisition (137)
Finance income 232
Finance expense (566)
Profit before tax 12,417
Ticketing and Distribution Guest Central unallocated Group
Experience costs
Year ended 31 December 2021* $000 $000 $000 $000
Revenue 75,930 48,864 - 124,794
Cost of sales (13,330) (14,532) (539) (28,401)
Central unallocated administrative expenses - - (68,255) (68,255)
Cash EBITDA ((1)) 62,600 34,332 (68,794) 28,138
Capitalised development spend 720
Depreciation and amortisation (excluding acquired intangibles) (12,183)
Amortisation related to acquired intangibles (2,371)
Share-based payments (2,490)
Reversal of impairment of intangible assets 1,707
Finance income 39
Finance expense (1,450)
Profit before tax 12,110
(1. )( ) (Cash EBITDA is calculated as operating profit before the deduction of
amortisation, impairment of intangible assets, depreciation, acquisition
costs, deferred and contingent payments, and costs related to share-based
payments but after capitalised development costs.)
(*) (This disclosure has been enhanced to include the information presented to the
Chief Operating Decision Maker; being revenue and gross profit at a reportable
segmental level. In the prior year this disclosure reconciled cash EBITDA to
profit before tax without reference to the associated revenue and cost of
sales.)
The segments will be assessed as the Group develops and continues to make
acquisitions.
An analysis of the Group's external revenues and non-current assets (excluding
deferred tax) by geographical location are detailed below:
Revenue Non-current assets
2022 2021 2022 2021
$000 $000 $000 $000
UK 27,077 17,118 22,833 24,826
Other Europe 6,318 3,251 7 18
Australia/South Pacific/Asia 6,772 4,537 44 109
USA* 92,561 96,038 90,050 100,306
Canada* 3,518 2,644 - 13
Mexico* 2,865 1,050 30 22
Other Central and South America* 619 156 39 83
139,730 124,794 113,003 125,377
(*) (This disclosure has been enhanced to present disaggregated revenue and
non-current assets for the USA and Mexico in 2021. USA and Canada were
previously disclosed as a combined total. Mexico was previously disclosed
aggregated with Other Central and South America.)
Revenue generated in each of the geographical locations is generally in the
local currency of the venue or operator based in that location.
Major customers
The Group has entered into agreements with theme parks, theme park groups, and
attractions to operate its technology in single or multiple theme parks or
attractions within the theme park group.
There are two park and attraction operators with which the Group has
contractual relationships with combined segmental revenues in excess of 10% of
the total Group revenue. The first park operator accounted for $7.0m (2021:
$10.1m) of Ticketing and Distribution revenue and for $17.1m (2021: $25.2m) of
Guest Experience revenue. The second park and attractions operator accounted
for $13.9m (2021: $11.0m) of Ticketing and Distribution revenue and for $5.5m
(2021: $3.8m) of Guest Experience revenue.
Another customer within the Guest Experience segment accounted for $9.9m of
Group revenue in 2022 (2021: $9.3m).
8. Tax
The table below provides an analysis of the tax charge for the periods ended
31 December 2022 and 31 December 2021:
2022 2021
$000 $000
UK corporation tax
Current tax on income for the period 750 975
Adjustment in respect of prior periods (40) (49)
710 926
Overseas tax
Current tax on income for the period 690 165
Adjustment in respect of prior periods 453 (9)
1,143 156
Total current taxation 1,853 1,082
Deferred taxation
Original and reversal of temporary difference - for the current period 1,641 (10,889)
Impact on deferred tax rate changes (967) 84
Original and reversal of temporary difference - for the prior period (166) (185)
508 (10,990)
Total taxation charge/(benefit) 2,361 (9,908)
The differences between the actual tax charge for the period and the
theoretical amount that would arise using the applicable weighted average tax
rate are as follows:
2022 2021
$000 $000
Profit/(loss) on ordinary activities before tax 12,417 12,110
Tax at United States tax rate of 26.87% (2021: 24%) 3,336 2,906
Effects of:
Expenses not deductible for tax purposes 30 142
Refunds received - (11)
Profit subject to foreign taxes at a lower marginal rate (195) (179)
Adjustment in respect of prior period - income statement 247 (243)
Share options 195 -
Impact of rate changes (967) 36
Deferred tax on US losses (recognised) - (12,619)
Recognition of uncertain tax positions - 363
Research and Development credits utilised (141) -
Other (144) (303)
Total taxation charge/(benefit) 2,361 (9,908)
Deferred taxation Asset Liability
$000 $000
Group
At 31 December 2020 7,701 (7,580)
Credited to income 7,651 3,339
Credited directly to equity 921 -
Foreign currency translation (13) 5
At 31 December 2021 16,260 (4,236)
(Charged)/credited to income (1,404) 896
Credited directly to equity 448 -
Foreign currency translation (25) 46
At 31 December 2022 15,279 (3,294)
The following table summarises the recognised deferred tax asset and
liability:
2022 2021
Group $000 $000
Recognised asset
Tax relief on unexercised employee share options 3,034 2,042
Short-term timing differences 2,682 2,767
Net operating losses & tax credits 9,563 11,445
S163(j) US interest disallowance - 6
Deferred tax asset 15,279 16,260
Recognised liability
Capital allowances in excess of depreciation (204) (1,399)
Short-term timing differences (1,025) (935)
Business combinations (2,065) (1,902)
Deferred tax liability (3,294) (4,236)
Group
Unrecognised asset
Net operating losses and available tax credits - US - -
Unrecognised deferred tax asset - -
The tax rate in the US rate remained at 21%, before state taxes. Deferred tax
assets and liabilities were measured at a rate 21% (2021: 21%) plus state
taxes in the US.
An increase in the UK corporation rate from 19% to 25% (effective 1 April
2023) was substantively enacted on 24 May 2021. This will increase the
Company's future current tax charge accordingly. The deferred tax assets and
liabilities at 31 December 2022 have been calculated based on these rates,
reflecting the expected timing of reversal of the related temporary and timing
differences (2021: 25%).
There are no material unrecognised deferred tax assets.
The critical assumptions used in the assessment for the recognition of the
deferred tax asset on US losses and available tax credits are discussed in
note 6.
Taxation and transfer pricing
The Group is an international technology business and, as such, transfer
pricing arrangements are in place to cover funding arrangements, management
costs and the exploitation of IP between Group companies. Transfer prices and
the policies applied directly affect the allocation of Group-wide taxable
income across a number of tax jurisdictions. While transfer pricing entries
between legal entities are on an arm's length basis, there is increasing
scrutiny from tax authorities on transfer pricing arrangements. This could
result in the creation of uncertain tax positions.
The Group provides for anticipated risks, based on reasonable estimates, for
tax risks in the respective countries in which it operates. The amount of such
provisions can be based on various factors, such as experience with previous
tax audits and differing interpretations of tax regulations by the taxable
entity and the responsible authority. Uncertainties exist with respect to the
evolution of the Group following international acquisitions holding
significant IP assets, interpretation of complex tax regulations, changes in
tax laws, and the amount and timing of future taxable income.
Given the wide range of international business relationships and the long-term
nature and complexity of existing contractual agreements, differences arising
between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense
already recorded.
Uncertainties in relation to tax liabilities are provided for within income
tax payable to the extent that it is considered probable that the Group may be
required to settle a tax liability in the future. Settlement of tax provisions
could potentially result in future cash tax payments; however, these are not
expected to result in an increased tax charge as they have been fully provided
for in accordance with management's best estimates of the most likely
outcomes.
Ongoing tax assessments and related tax risks
The Group has undertaken a review of potential tax risks and current tax
assessments, and whilst it is not possible to predict the outcome of any
current or future tax enquiries, adequate provisions are considered to have
been included in the Group accounts to cover any expected estimated future
settlements.
In common with many international groups operating across multiple
jurisdictions, certain tax positions taken by the Group are based on industry
practice and external tax advice or are based on assumptions and involve a
degree of judgement. It is considered possible that tax enquiries on such tax
positions could give rise to material changes in the Group's tax provisions.
The Group is consequently, from time to time, subject to tax enquiries by
local tax authorities and certain tax positions related to intercompany
transactions may be subject to challenge by the relevant tax authority.
The Group has recognised provisions where it is not probable that tax
positions taken will be accepted, totalling $0.9m (2021: $0.9m) in relation to
availability of international R&D claims.
The US losses recognised in the year were assessed under the section 382 US
tax legislation to validate they can be utilised. This assessment will need to
be conducted on an annual basis to determine if any restriction is required.
9. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period. Own shares held by the Employee Benefit Trust
are eliminated from the weighted average number of shares.
Diluted earnings per share is calculated by dividing the net profit
attributable to ordinary shareholders, after adjustments for instruments that
dilute basic earnings per share, by the weighted average of ordinary shares
outstanding during the period (adjusted for the effects of dilutive
instruments).
Earnings for adjusted earnings per share, a non-GAAP measure, are defined as
profit before tax before the deduction of amortisation related to
acquisitions, impairment of intangible assets, acquisition costs, deferred and
contingent consideration linked to continued employment, and costs related to
share-based payments, less tax at the effective rate on tax impacted items.
The table below reflects the income and share data used in the total basic,
diluted, and adjusted earnings per share computations.
2022 2021
$000 $000
Profit attributable to ordinary shareholders ($000) 10,056 22,018
Basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s) 41,196 41,240
Basic earnings per share (cents) 24.41 53.39
Diluted EPS
Denominator
Weighted average number of shares used in basic EPS (000s) 41,196 41,240
Effect of dilutive securities
Options (000s) 1,692 1,552
Weighted average number of shares used in diluted EPS (000s) 42,888 42,792
Diluted earnings per share (cents) 23.45 51.45
2022 2021
$000 $000
Adjusted EPS
Profit attributable to ordinary shareholders ($000) 10,056 22,018
Adjustments for the period related to:
Amortisation relating to acquired intangibles from acquisitions 1,667 2,371
Impairment of intangible assets 32 -
Reversal of impairment of intangible assets - (1,707)
Share-based compensation and social security costs on unapproved options 2,629 2,490
14,384 25,172
Net tax related to the above adjustments (2022: 9.7%, 2021: 0.8%): 418 26
Adjusted profit attributable to ordinary shareholders ($000) 14,802 25,198
Adjusted basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s) 41,196 41,240
Adjusted basic earnings per share (cents) 35.93 61.10
Adjusted diluted EPS
Denominator
Weighted average number of shares used in diluted EPS (000s) 42,888 42,792
Adjusted diluted earnings per share (cents) 34.51 58.88
No LTIP awards were excluded in the calculation of diluted EPS as at 31
December 2022. As at 31 December 2021, 37,583 LTIP awards were excluded
because their exercise was contingent on the satisfaction of certain criteria
that had not been met.
10. Intangible assets
The cost and amortisation of the Group's intangible fixed assets are detailed
in the following table:
Goodwill Customer Trademarks Acquired internally developed intellectual property Patent & IPR costs Development costs Totals
relationships & supplier contracts
$000 $000 $000 $000 $000 $000 $000
Cost
At 31 December 2020 117,511 18,314 1,841 53,037 783 74,563 266,049
Foreign currency translation (135) - - 9 (4) (53) (183)
Additions - - - - - 720 720
Disposals - (4,737) (1,372) (28,620) - (17,932) (52,661)
At 31 December 2021 117,376 13,577 469 24,426 779 57,298 213,925
Foreign currency translation (2,236) - - - (96) (1,065) (3,397)
Additions - - - - 1,140 2,155 3,295
Disposals - - - - (717) (71) (788)
At 31 December 2022 115,140 13,577 469 24,426 1,106 58,317 213,035
Amortisation/Impairment
At 31 December 2020 17,403 14,158 1,837 51,547 671 50,930 136,546
Foreign currency translation - - - 9 (4) (41) (36)
Charged - 882 1 1,490 28 9,291 11,692
Reversal of impairment - (301) - (484) - (922) (1,707)
Disposal (4,737) (1,372) (28,620) (17,929) (52,658)
At 31 December 2021 17,403 10,002 466 23,942 695 41,329 93,837
Foreign currency translation - - - - (74) (850) (924)
Charged - 1,183 1 484 198 8,545 10,411
Impairment - - - - - 32 32
Disposal - - - - (683) (58) (741)
At 31 December 2022 17,403 11,185 467 24,426 136 48,998 102,615
Net book value
At 31 December 2022 97,737 2,392 2 - 970 9,319 110,420
At 31 December 2021 99,973 3,575 3 484 84 15,969 120,088
Capitalised development costs are not treated as a realised loss for the
purpose of determining the Company's distributable profits as the costs meet
the conditions requiring them to be treated as an asset in accordance with IAS
38.
Impairment testing of goodwill
The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment or where indicators of impairment exist. The
recoverable amount is determined based on value-in-use calculations. The use
of this method requires the estimation of future cash flows and the
determination of a discount rate in order to calculate the present value of
the cash flows. The goodwill balances of the Group are monitored and tested at
an operating segment level, further details on their composition are set out
below.
The carrying amount of goodwill is allocated as follows:
2022 2021
$000 $000
Ticketing and Distribution (CGU1, 2, 3 and 6) * 69,235 71,473
accesso LoQueue (CGU5) ** 28,500 28,500
97,735 99,973
(*) (Comprises) (accesso, LLC)(; Siriusware, Inc;) (accesso Passport) (trading
within Accesso Australia PTY Limited being CGU1; VisionOne Worldwide Limited
& its subsidiaries and) (accesso ShoWare) (trading within Accesso
Australia PTY Limited being CGU2; Ingresso Group Limited & subsidiaries as
CGU 3 and Lo-Q Limited as CGU 6. )
(**) (Comprises the) (accesso LoQueue) (trading within) (accesso Technology Group
plc)(, Lo-Q, Inc., Lo-Q Service Canada Inc and Accesso Australia PTY Limited
as CGU 5.)
The below table sets out the intangible asset impairments recorded within
accesso LoQueue, The Experience Engine and the Ticketing and Distribution
segment:
2022 2022 2022 2022 2021 2021 2021 2021
accesso LoQueue The Experience Engine Ticketing and Distribution Total accesso The Experience Engine Ticketing and Distribution Total
LoQueue (Restated)*
(Restated)*
$000 $000 $000 $000 $000 $000 $000 $000
Intangible assets - - - - - - - -
Impairment of specific development projects* 32 - - 32 - - - -
Impairment charge recorded within administrative expense 32 - - 32 - - - -
(*) (Restated to present) (accesso LoQueue) ((CGU 5) and) (The Experience Engine)
((CGU 4) separately. These were previously disclosed in 2021 aggregated as the
Guest Experience segment.)
A review of all project development costs capitalised was performed at year
end with $0.03m impairment charges recorded.
The below table sets out the intangible asset impairment reversals recorded
within accesso LoQueue, The Experience Engine and the Ticketing and
Distribution segment:
2022 2022 2022 2022 2021 2021 2021 2021
accesso LoQueue The Experience Engine Ticketing and Distribution Total accesso LoQueue (Restated)* The Experience Engine (Restated)* Ticketing and Distribution Total
$000 $000 $000 $000 $000 $000 $000 $000
Intangible assets - - - - - (785) - (785)
Impairment of specific development projects - - - - - (922) - (922)
Impairment (credit) recorded within administrative expense - - - - - (1,707) - (1,707)
(* Restated to present) (accesso LoQueue) ((CGU 5) and) (The Experience
Engine) ((CGU 4) separately. These were previously disclosed in 2021
aggregated as the Guest Experience segment.)
The key assumptions used in the value in use calculations are as follows, note
that CGU 4's inputs are used for the assessment of intangible assets other
than goodwill:
2022 2021*
Pre-tax discount rate (%)
Ticketing and Distribution (CGU 1, 2, 3 & 6)** 16.6% 13.2%
The Experience Engine (CGU 4) 16.6% 13.3%
accesso LoQueue *** (CGU 5) 16.8% 13.3%
Average annual EBITDA growth rate during forecast period (average %)
Ticketing and Distribution (CGU 1, 2, 3 & 6)** 19.7% 2.0%
The Experience Engine (CGU 4) 10.2% 10.2%
accesso LoQueue *** (CGU 5) 15.1% 7.2%
Terminal growth rate (%)
Ticketing and Distribution (CGU 1, 2, 3 & 6)** 2.0% 2.0%
The Experience Engine (CGU 4) 2.0% 2.0%
accesso LoQueue *** (CGU 5) 2.0% 2.0%
Period on which detailed forecasts based (years)
Ticketing and Distribution (CGU 1, 2, 3 & 6)** 5 5
The Experience Engine (CGU 4) 5 5
accesso LoQueue *** (CGU 5) 5 5
(*) (Key assumptions were previously disclosed separately for each individual CGU.
This has been amended to present as an average for the Ticketing and
Distribution segment (CGUs 1, 2, 3 & 6), which is the level at which the
goodwill impairment assessment has been performed.)
(**) (Comprises) (accesso, LLC)(; Siriusware, Inc.; VisionOne Worldwide Limited
& its subsidiaries; Ingresso Group Limited & subsidiaries;) (accesso
Passport)(/)(accesso ShoWare) (trading within Accesso Australia PTY Limited
and Lo-Q Limited (CGUs 1, 2, 3 and 6).)
(***) (Comprises) (accesso LoQueue) (trading within) (accesso Technology Group
plc)(; Lo-Q, Inc.; Lo-Q Service Canada Inc and Accesso Australia PTY Limited.)
Operating margins have been based on experience, where possible, and future
expectations in the light of anticipated economic and market conditions.
Growth rates beyond the formally budgeted period are based on economic data
pertaining to the industry and region concerned.
The discount rates applied to all CGUs was a pre‑tax measure estimated based
on comparable listed company gearing and capital structures, an equity risk
premium and risk-free rate applicable to the country, small stock premium
relative to the market and size of business and an appropriate cost of debt
relative to market conditions.
Reversal of impairment of The Experience Engine ('TE2') intangible assets -
Cash Generating Unit ('CGU') 4 as at 31 December 2021
As at 31 December 2021 the recoverable value of
the TE2 CGU was significantly improved following a period of strong trading,
improved cost control and efficiency of the CGU. A review was conducted of the
$29.2m of intangible assets impaired in 2019, updated to 31 December 2021
based on their original useful economic lives (periods of 2-5 years), to
assess each category of asset to determine if they remain in existence and are
generating economic returns. As a result of this reassessment of the
conditions as at 31 December 2021, $0.9m of development costs, $0.3m of
acquired customer relationships and $0.5m of acquired intellectual property
was reversed with a credit of $1.7m to administrative expense. The recoverable
value of the CGU was determined on a value in use basis using the assumptions
and inputs noted above, the $1.707m reversal is not sensitive to changes in
these assumptions due to a significant amount of headroom in excess of the
revised book value of the TE2 CGU. The recoverable value of the CGU was
determined to be $25.0m as at 31 December 2021.
Sensitivity analysis
If any of the following changes were made to the following key assumptions the
carrying value and recoverable amount would be equal as at 31 December 2022. A
considerable amount of judgement is applied in setting discount rates,
forecasts and terminal values, all of which will be impacted by the current
uncertainty in the market and the speed at which our customers and the wider
macro markets recover from the impacts of COVID-19.
Ticketing and Distribution* accesso
LoQueue**
2022 2021 2022 2021
Pre-tax discount rate Increase by 11.7% Increase by 4.6% Increase by 14.7% Increase by 14.3%
EBITDA Growth rate during detailed forecast period (average) Reduce by 45.0% Reduce by 33.5% Reduce by 48.4% Reduce by 62.2%
Terminal growth rate Reduce by 27.6% to a terminal rate of -25.6% Reduce by 7.5% to a terminal rate of -5.5% Reduce by 52.0% to terminal rate of -50.0% Reduce by 37.0% to terminal rate of -35%
Excess over carrying value ($000) $44,791 $79,147
$79,790 $42,843
(*) (Comprises) (accesso, LLC)(; Siriusware, Inc.; VisionOne Worldwide Limited
& its subsidiaries; Ingresso Group Limited & subsidiaries;) (accesso
Passport)(/)(accesso ShoWare) (trading within Accesso Australia PTY Limited
and Lo-Q Limited (CGUs 1, 2, 3 and 6).)
(**) (Comprises) (accesso LoQueue) (trading within) (accesso Technology Group
plc)(; Lo-Q, Inc.; Lo-Q Service Canada Inc and Accesso Australia PTY Limited
(CGU 5).)
We do not consider there are any plausible changes in assumptions that would
give rise to an impairment in Ticketing and Distribution or accesso LoQueue
over the next financial year.
Environmental risk in cash flows
It is expected that air travel will be reduced in response to both COVID-19 in
the near-term and then longer term in response to climate change agendas, we
have considered this risk in our cash flow forecasting for impairment testing.
The majority of the venues we serve have typically localised customer bases
rather than being reliant on destination travel, consequently we consider the
risk as minimal on our forecasts.
Development costs not yet available for use
Development cost assets not yet available for
use reside in the CGUs as follows and are considered annually for impairment
in line with the goodwill attached to those CGUs. These capitalised costs
relate to development projects which have not been put into use as at the
year-end:
2022 2021
Entity name (and CGU) $000 $000
accesso, LLC & Siriusware, Inc. (CGU 1) 518 -
ShoWare (CGU 2) 70 -
accesso Technology Group plc (CGUs 5 and 6) 1,289 386
11. Called up share capital
2022 2021
Ordinary shares of 1p each Number $000 Number $000
Opening balance 41,267,376 596 41,215,291 595
Issued in relation to exercised share options 127,271 1 52,085 1
Closing balance 41,394,647 597 41,267,376 596
During 2022, 127,271 shares (2021: 52,085 shares), with a nominal value $1,549
(2021: $726), were allotted following the exercise of share options.
The number of shares held by the accesso Technology Group plc Employee Benefit
Trust as at 31 December 2022 was 761,971 shares (2021: Nil). 761,971 shares
(2021: Nil) were purchased by the Employee Benefit Trust during the year.
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.
Following the adoption of new Articles of Association on 12 April 2011 the
Company no longer has an authorised share capital limit.
All issued share capital is fully paid as at 31 December 2022.
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