accesso® Technology Group plc
("accesso" or the
"Group")
RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Continued strong performance in a
transformative year of strategic acquisitions
accesso Technology Group
plc (AIM: ACSO), the premier technology
solutions provider for attractions and venues worldwide, today
announces results for the year ended 31 December 2023
('2023').
Commenting on the results, Steve Brown, Chief Executive
Officer of accesso,
said:
"In 2023 we exceeded our profitability target and completed
three strategic acquisitions that set the stage for accelerated
future growth. We won new work, innovated across our product set,
and delivered new solutions for our customers. As a result, our
technology now optimises revenue for more than 1,200 leisure venues
across 34 countries and a wide range of verticals - from the
Pyramids in Egypt to the world's most popular theme park
destination in Orlando.
At the heart of our success is our ability to break new
ground while continuing to increase impact in our traditional
ticketing and virtual queuing categories. With
accesso FreedomSM, our new Restaurant and
Retail offering, we have seen encouraging early demand and a
growing pipeline which will expand our reach into the hospitality
market. With Qview, our
machine-learning-driven queue time measurement system, we were
recognised as a Best New Product by the International Association
of Amusement Parks and Attractions (IAAPA). And in
accesso Passport®, our market leading
ticketing and eCommerce platform, we rolled out major upgrades that
will enhance our core offering. Each of these efforts demonstrates
our focus on organic innovation and the important role it plays in
our future growth aspirations.
Alongside this organic progress, our acquisitions help us
boost earnings, advance our product roadmap, and accelerate our
growth in new geographies. Paradocs Mountain Software, now
accesso
ParadoxSM, deepens our leadership in
the growing ski market. With more than 150 venues as existing
customers, accesso is - by far - the leading technology provider in
the North America ski sector. VGS, now accesso
HorizonSM, is the ticketing solution
of choice for the world's largest theme park destination. It
expands our blue-chip customer base and provides a significant
opportunity for accelerated growth, especially alongside our
eCommerce services. DigiSoft, while smaller in scale,
enhances our commitment to mobile-first solutions, including apps,
which are an essential route for end users to access ticket
purchases, ticket entitlements, virtual queuing and food orders all
in one organised venue-centric solution.
I'm confident no competitor can match the quality and
diversity of our solutions while delivering revenue and profit
expansion at our scale. Our dedicated teams around the world
delivered a year to be proud of. I am excited about the work we
have done to position accesso for a new phase of
growth."
2023 Financial highlights
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2023
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2022
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Vs 2022
|
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$000
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$000
|
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%
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Revenue
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149,515
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139,730
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7.0%
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Revenue - constant currency (4)
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148,523
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139,730
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6.3%
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Cash EBITDA (1)
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23,626
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25,805
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(8.4)%
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Statutory profit before tax
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8,808
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12,417
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(29.1)%
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Net
cash (2)
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31,465
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64,663
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(51.3)%
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Adjusted basic EPS (cents) (3)
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37.48
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35.93
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4.3%
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Basic earnings per share (cents)
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19.19
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24.41
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(21.4)%
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Footnotes:
(1) Cash EBITDA: operating profit before the deduction of
amortisation, depreciation, acquisition and integration costs, and
costs related to share-based payments less capitalised development
costs (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 2023
have been prepared on a constant currency basis with the period
ended 31 December 2022 to assist with assessing the underlying
performance of the revenue streams. Average monthly rates for FY
2022 were used to translate the monthly FY 2023 results into a
constant currency using the range of currencies as set out
below:
a. GBP sterling - $1.13 - $1.36
b. Euro - $0.98 - $1.13
c. Canadian dollars - $0.73 - $0.79
d. Australian dollars - $0.64 - $0.74
e. Mexican pesos - $0.05 - $0.05
f. Brazilian real - $0.18 - $0.21
Performance highlights
·
Exceeded
expectations with strong profitability and cash performance while
investing for growth
Delivered FY 2023 Cash EBITDA of
$23.6m (FY 2022: $25.8m), ahead of expectations. This came
alongside investment in both existing and acquired products to help
drive accesso's next phase
of growth and customer success. The Group is also in a strong cash
position, ending the year net cash positive despite an outflow of
$50.0m related to the three acquisitions and maintaining a net cash
position of $21.7m as at 31 March 2024.
·
Robust top line
progress alongside mix-shift towards high quality repeatable
revenue streams
Delivered revenue growth of 7.0%
to $149.5m (FY 2022: $139.7m). This was achieved while taking
proactive steps to reduce lower margin or breakeven revenue streams
while focusing on higher quality, more sustainable growth.
Excluding the impact of our mid-year shift away from providing
virtual queuing operational staff for a key customer, total Group
revenue increased 9%. Transactional revenue for virtual queuing
increased by 13% while our overall ticketing revenue increased by
12%. Overall Gross Margin increased from 74.4% to 76.4%.
·
Three strategic
acquisitions enabling a new wave of geographic, technology and
end-market diversification
VGS, now accesso Horizon, is a leading
ticketing platform with a blue-chip customer base, and has already
delivered a significant Middle East win with Saudi Entertainment
Ventures (SEVEN). Paradocs Mountain Software, now accesso Paradox, makes us the largest
guest experience technology provider to the ski industry in North
America. DigiSoft structurally transforms how we approach
venue-centric mobile solutions.
·
Continued
innovation to extend market leadership and enhance guest
experiences
accesso Freedom, our new
Restaurant and Retail platform, allows venues to transform from
legacy, operator-driven sales terminals to a modern solution that
supports mobile food ordering, self-service ordering kiosks, and
mobile point-of-sale. The solution is a ubiquitous offering across
our diverse customer base that will provide significant cross-sell
opportunity and the potential to expand our reach into the broader
hospitality market. Qview,
our machine-learning-enabled queue management technology, won a
Best New Product Brass Ring award at IAAPA. Finally, we completed
significant upgrade on accesso
Passport including expanded functionality for payments, new
dynamic pricing capabilities and a full upgrade of the eCommerce
user interface.
·
Operational
success demonstrates strength and durability at our
core
Continued customer base growth in
key markets with high calibre logos, and a total of 28 new venues
were signed during the period across attractions, entertainment
venues, ski resorts, theme parks, waterparks, zoos and aquariums in
North America, EMEA and APAC (FY 2022: 24). The Group's solutions
continue to attract customers with complex needs, and a total of 10
new clients were added that are leveraging more than one
accesso solution. Through
our three acquisitions, we added a further 90 customers across 273
venues to our customer base.
Outlook & guidance
·
Market
backdrop: With visitor demand
stabilised, attractions and venues are increasingly focused on
improving the guest experience, achieving a higher percentage of
returning visitors, and increasing capita per guest. Our products
are perfectly positioned to help customers achieve these
objectives. As customers implement technology to drive future
spend, our investments made in product and scalability continue to
position us at the forefront of the market.
·
Operational
footprint and costs: After two
years of double digit rises in underlying administrative
expenditure, following our return to a full headcount to service
additional demand and deliver on our growth objectives, we expect
stability in the short term with increases in the range of 8-10%.
We are continuing to be mindful of the impact of inflation and have
challenged our leaders to operate efficiently with the resources
available.
·
Focus on global growth with extended in-market
presence: Following the completion
of the acquisitions this year, we have now added offices in Canada,
Dubai, Italy and Singapore, providing the Group with an important
footprint in markets where on-the-ground presence is crucial to
accessing opportunities. This is in line with our continued focus
on global growth.
·
Full year
expectations for 2024: With
significant progress made against our strategy, the Group expects
another profitable and cash-generative year in line with current
expectations, with revenue of not less than $160.0m, gross margin
of approximately 80% and Cash EBITDA margin of not less than
17%.
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 0930 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@dentonsglobaladvisors.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
Steve Brown, Chief Executive
Officer
Fern MacDonald, Chief Financial
Officer
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+44 (0)118 934 7400
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Deutsche Numis (Nominated Adviser
and Sole Broker)
Simon Willis, Joshua
Hughes, Iqra Amin
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+44 (0)20 7260 1000
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Dentons Global Advisors
James Melville Ross, Methuselah
Tanyanyiwa
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+44 (0)20 7550 9225
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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 1,200 clients in 34 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
have direct, hands-on experience working in the
venues we serve. 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. 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.
Follow accesso on
X, LinkedIn
and Facebook.
Chief Executive's review
Long-term thinking underpinned by innovation and impact in the
here-and-now
2023 was another strong year for
accesso. We delivered
innovation and impact for our customers, executed well across all
our products and markets, and in bringing three outstanding
acquisitions to our business, made important strides against our
longer-term diversification strategy.
Our confidence to pursue these
plans with such vigour is a result of the quality and strength of
accesso today. In 2023, we
delivered top line growth, exceeded profit expectations and, once
again, generated strong cash flow. We have a customer base,
operational platform, product and scale unmatched in our sector. We
are leveraging the strength of our foundation as we continue to
extend our position in the market.
On the organic front, we have
continued to innovate, introducing new capability and use-case
advances to enhance our platform and broaden its applicability. We
are deepening our expertise in growth areas like Restaurant and
Retail, and in new and exciting markets like Saudi Arabia and the
UAE. As we approach these opportunities, our technology integrates,
scales and adapts more seamlessly than ever - generating better
guest experiences and outcomes for our customers.
Coupled with the crisp execution
in our organic business, our three acquisitions will help us build
on our position and stand to accelerate our growth over the
mid-term. They increase the internationalisation of our footprint,
elevate our leadership in the important ski market, and advance the
quality of the technology platform on which we will drive future
innovation. Bringing VGS, Paradocs Mountain Software and DigiSoft
into the accesso ecosystem
also opens up material cross-selling opportunities across our
product set and emphasises our commitment to globalised
functionality and mobile-first solutions.
Combining the strength of our
existing business with the firepower of these acquisitions
reinforces our unique market position. Our scale and reach means
that we are able to access opportunities within multiple markets
and a vast range of end sectors in a way that is unique to
accesso. Significantly, we
have been able to do all of this while investing in the evolution
of our organic business and maintaining a level of financial
performance of which I am extremely proud.
Financial performance
During 2023, we invested for
future growth while exceeding our profitability target for the full
year. Revenue improvement of 7% demonstrates solid growth against
stabilised market demand and, importantly, adjusting for our
planned shift away from lower margin revenue streams, we saw top
line growth of 9%. This approach saw us complete the transition
away from a material portion of revenue associated with our
involvement in accesso
LoQueue operations for a key customer during the year. This
proactive step impacted revenue in 2023 and will have a further
impact in 2024, but helps us accelerate towards a more focused,
visible, sustainable and high quality revenue profile going
forwards. Our focus on margin and cash generation forms a
fundamental part of our value proposition, and our continued
ability to execute within those parameters is a positive
endorsement of the direction of our business and the quality of our
execution.
For 2023, Cash EBITDA stood at
$23.6m (FY 2022: $25.8m), ahead of our expectations. This was
achieved while we continued to invest in our new restaurant and
retail platform, upgraded our existing core products, and began to
integrate three transformative acquisitions. At the same time, we
have rapidly paid down debt from the acquisitions, having already
paid off $13.75m of the $35.0m drawn, and ending the period net
cash positive at $31.5m. Post-period end, we have paid down a
further $1.5m of our debt and repurchased a further $2.8m in
shares. We ended March 2024 with a net cash position at 31
March 2024 of $21.7m, in line with our expectations, as we head
toward our peak summer trading period.
Organic product innovation to extend leadership position
across multiple verticals
During the year, we made
significant updates to our product set to meet the evolving needs
of our customers and improve touchpoints for our customers across
the entire guest experience.
Restaurant and Retail
During 2023, the Group invested
substantially in deepening its strategic focus on the Restaurant
and Retail segment and capitalise on its 2022 acquisition of
high-quality technology assets in this growing space. With the
acquisition, the Group saw a significant opportunity to develop a
product that would address a unique and unmet need in the sector:
the demand for a solution that accounted for the contextual and
specific functional requirements of restaurant and retail
operations that extend well beyond the parameters of standalone
outlets.
In today's market, guests expect
to redeem entitlements and offers seamlessly, especially if they
are packaged with admission, membership benefits and season passes.
Our new proposition enables this functionality and also allows
operators to deliver a mobile user experience focused on
self-service at vast scale. This product came to life during the
period with the launch of accesso
Freedom.
This all-new product's value
becomes even more meaningful when used as part of a wider solution
- for example, alongside accesso
Paradox, our newly acquired Ski market technology. Having
launched in November 2023, we have already seen one customer go
live, and delivered 5 post-period wins.
eCommerce
The period also saw upgrades to
our leading accesso
Passport product which delivered a record 106.5 million
tickets in the year. As a flagship part of our business and an
important tool for our customers that spans multiple areas of the
guest experience - including eCommerce, PoS, guest support and
payments - we are committed to modernising and innovating along
with evolving consumer behaviour and customer demands.
With this in mind, we are well
under way with the development of new extension to accesso Passport eCommerce which will
be adaptable in phases to accesso
Paradox in the near term and accesso Horizon in the mid-term. This
will provide a significant upgrade to accesso Paradox ecommerce and expand
the accesso Horizon
business model to include eCommerce capabilities with the power of
our proven, industry-leading technology. Our unmatched eCommerce
capabilities paired with industry-leading platforms like
accesso Paradox and
accesso Horizon perfectly
illustrate the complementary value propositions across our
solutions and the significant transactional revenue growth
opportunity made available to us through our recent
acquisitions.
Virtual Queuing
With the majority of our virtual
queuing solution now in the hands of visitors via their mobile
phone, we continue to gain operational efficiency by reducing
reliance on proprietary hardware and related overheads. With fewer
staff needed to handle hardware provision and our key operational
functions now focused on redemption of virtual queuing
entitlements, mid-year we shifted away from the operational
staffing for a key customer and the corresponding pass-through
revenue. Net of the impact of the pass-through revenue to cover the
park staffing costs, accesso
LoQueue revenue increased by 13% and highlights the
continued potential for growth from our innovative and proprietary
virtual queuing technology.
During the year, we also launched
Qview, an advanced,
patent-pending line-counting system prepared to modernise wait time
estimation for theme parks and attractions. Combining real-time
images and Machine Learning, Qview provides continuous and accurate
wait times. This allows customers to better manage their time
within attractions, streamline operations and elevates the overall
guest satisfaction. When visitors are better able to manage their
time, they are more likely to spend within other areas of the
attraction and have a better experience, leading to increased
likelihood of a return visit.
As a testament to its outstanding
innovation, Qview was
recognised as a "Best New Product" for the attractions industry by
IAAPA - the largest international trade association for amusement
facilities globally - as part of its 2023 Brass Ring Awards
programme at IAAPA Expo 2023 in Orlando, Florida. This demonstrates
the technological innovation that we are continuing to champion and
deliver for our customers.
Three strategic acquisitions already delivering
results
The three acquisitions we made
during the year all unlock key components of our strategy. We
detailed the strengths of each business at the time of the interim
results, and it is important to reflect on the opportunities they
have already provided to our business, and how they will contribute
to our proposition over the longer term.
Paradocs Mountain
Software
Strategic fit and
capability
Paradocs, acquired in April 2023
and now accesso Paradox,
significantly improves our position within the ski market. Paradocs
was a leading Canadian-based provider of cutting-edge software
solutions specifically for the ski industry and was established in
2001.
Our businesses shared an important
ethos - that the ski industry needs a holistic and integrated
approach to its operations to truly optimise operations and the
guest experience. The flexible, integrated solution empowers ski
resorts to take full control of their unique business needs across
ticketing and passes, snow school, equipment rental, and online
sales. Adding this contemporary and powerful solution to our
offering supports accesso's long-standing commitment to
serving as the industry's premier ski solutions
provider.
Progress to date
We are already seeing the quality
of accesso Paradox flow
through to results - 10 new resorts will be running accesso Paradox for the 2023/24 ski season. We
saw the first transition from accesso Siriusware to accesso Paradox, as our customers
recognise the value of the hosted all-in-one mountain management
solution.
Following the acquisition,
combined with the strong position we already had through products
such as accesso Siriusware
and accesso Passport, we
have furthered our position as the largest ski software provider in
North America - by far - as we now serve more than 150 venues
across the region. The contracts already won, and the progress we
are continuing to see post-period end, give us good momentum
heading into 2024. Over the medium and long term, we are incredibly
well positioned to resolve the complexity of the projects that
these dynamic resorts require in a way that our competitors cannot
match.
VGS
Strategic fit and
capability
VGS, a leading ticketing and
entitlement management platform, was acquired in June 2023 and
rebranded to accesso
Horizon. This acquisition significantly strengthened our
global position, further extended our market leadership and
provides a truly innovative platform from which we can continue to
scale.
The VGS technology is utilised by
high profile leisure, entertainment and cultural businesses around
the globe, and has supported renowned visitor attractions in all
aspects of selling, distributing, and redeeming tickets since 2011.
Its client roster of more than 200 venues includes the world's
largest theme park resort destination in Orlando, Florida, as well
as leading theme park brands in Dubai, Singapore, Japan and China.
Beyond theme parks, the ticketing and visitor management platform
supports zoos, observation towers and other diverse attractions in
a total of 11 countries around the globe, including one of the
Seven Wonders of the Ancient World - the Pyramid of Giza in
Egypt.
With its top-tier client base,
VGS's expansive feature set and robust scaling capabilities provide
a foundational platform for growth. With the addition of eCommerce
functionality in the mid-term, accesso Horizon will continue to stand
at the forefront of the market and the future of venue ticketing
and entitlement management.
Progress to date
The breadth of VGS' international
business and its offices in Milan, Dubai and Singapore have already
given us access to new markets where a physical presence is
important to winning opportunities. This is particularly relevant
in our efforts to expand our footprint in the Middle East and in
Asia Pacific. A significant post-period win of a major Middle East
customer will see accesso
Horizon provisioned across 22 new venues in 14 cities for
Saudi Entertainment Ventures. In the Asia Pacific region, our
office in Singapore and expanded commercial presence is presenting
a range of new to accesso
opportunities.
Looking ahead, in addition to the
continued global growth for accesso Horizon, we are now presented
with new cross-selling targets across its initial client base.
Importantly, there is significant potential in the mid-term and
beyond as we realise the transactional revenue opportunity provided
by extending the solution to include eCommerce functionality. The
VGS platform fits squarely into our technology roadmap, adds a
powerful industry-leading solution to our business and unlocks a
range of global opportunity.
DigiSoft
Strategic fit and
capability
DigiSoft, headquartered in Cork,
Ireland, was acquired in May 2023, having previously been a key
partner for augmenting our mobile development initiatives. Mobile
apps, although not transactional themselves, are a key delivery
mechanism for a range of our transactional revenue solutions
including tickets, season passes, virtual queueing and mobile food
ordering. Bringing this outstanding team in-house gave us increased
flexibility and efficiency, allowing us to execute at-pace on
client requests and solidifies another key differentiation point
for our business as we offer the full range of solutions needed by
venue operators.
People and culture
Our team has delivered in what has
been a transformative year. Their focus and dedication have been a
testament to the culture that they all embody, and I have been
proud of the way they have performed.
We added a number of colleagues
during 2023 through acquisitions, and have been impressed by the
way they have immediately become part of the accesso team and culture. At the end
of 2023, our employee base now stands at 672 across 12 geographies,
giving our business a reach and scale that clearly differentiates
us in the marketplace.
In what is typically an industry
of high attrition, in contrast we had 7% organic turnover (2022:
15%), which is a significant improvement on the prior year. We are
proud of the investments we have made in our team and the strong
culture that sets us apart as a business.
Outlook
We delivered robust results for
2023 with profitability that exceeded expectations. We achieved
this while continuing to drive innovation across our products and
integrating three strategic acquisitions.
As we look forward, we will
leverage this enhanced and increasingly profitable solution set to
serve operators more focused than ever on leveraging technology to
drive customer spend and increase revenue per visitor. No
competitor can match the breadth and quality of our offering, which
is uniquely placed to sit at the heart of the most complex
operations for the world's most demanding clients.
As we enter our next phase of
growth in 2024, we'll continue to act with a clear-eyed focus on
higher value revenue streams. Overall, the Group expects another
profitable and cash-generative year in line with current
expectations, with revenue of not less than $160.0m, gross margin
of 80% and Cash EBITDA margins of not less than 17%.
Steve Brown
Chief Executive Officer
15 April 2024
Financial review
Commenting on the results, Fern MacDonald, Chief Financial
Officer of accesso,
said:
"We continued to go from strength
to strength in 2023 - delivering record revenue and beating our
profitability target in what was a pivotal year for our business.
Integrating three strategically important acquisitions while
delivering against our financial objectives is a testament to our
strong platform, robust balance sheet and impressive market
position. Our products and solutions across entertainment,
attractions, venues - and new end verticals such as food &
beverage - continue to advance and adapt in-step with evolving
consumer expectations. Looking ahead to 2024 and beyond, we're
excited about the difference we can make for our customers, as we
continue to set the standard within the industry."
Financial
overview
During 2023, the Group delivered
record financial performance in revenue and a Cash EBITDA number
that exceeded our expectations. We successfully completed three
acquisitions in the period and all have contributed to our 2023
results.
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.
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 and integration costs, and costs related
to share-based payments less 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 costs 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;
·
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 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 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 $149.5m (2022:
$139.7m) represents a record for the Group and built on the
excellent performance in 2022. Through 2023, customers continued to
use our technology to tackle more conventional 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:
|
2023
|
|
2022
|
|
|
Vs 2022
|
|
$000
|
|
$000
|
|
|
%
|
|
|
|
|
|
|
|
Ticketing
|
86,455
|
|
77,175
|
|
|
12.0%
|
Distribution
|
17,569
|
|
18,081
|
|
|
(2.8%)
|
Ticketing and distribution
|
104,024
|
|
95,256
|
|
|
9.2%
|
Virtual queuing - transactional
revenue
|
25,754
|
|
22,727
|
|
|
13.3%
|
Virtual queuing - staffing cost
reimbursement
|
3,344
|
|
5,452
|
|
|
(38.7%)
|
Other guest experience
|
16,393
|
|
16,295
|
|
|
(0.6%)
|
Guest experience
|
45,491
|
|
44,474
|
|
|
2.3%
|
|
|
|
|
|
|
|
Total revenue
|
149,515
|
|
139,730
|
|
|
7.0%
|
Ticketing and Distribution revenue
was 9.2% up on 2022, this includes the benefit of a partial year of
accesso Horizon and
accesso Paradox revenue,
which together contributed $6.4m of the $8.8m increase. The
distribution business was significantly impacted by the UK theatre
sector where third-party sellers had a difficult year due to more
limited inventory than normal as theatres opted to sell more direct
and restrict distribution deals. The distribution business
continues to diversify beyond 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.
In the first quarter of 2024, a
decision was made to exit the B2C division of our distribution
business which has operated with minimal profit contribution. This
will result in a reduction in revenue on a full year basis of
approximately $2.5m but, due to low margin and the potential for
savings in overhead, there will be minimal impact on our bottom
line. This move is another step in our focus on profitable, quality
revenue as we work to improve our margins.
Our distribution business, focused
on B2B, will continue to be a key part of our service offering
however, due to the accounting standards covering revenue
recognition, our margins in this business will always be
significantly lower than the rest of our revenue streams. These
revenue recognition standards require us to recognise the full
amount of commission included within the gross value of a ticket
sold as our revenue, with the larger portion of this commission
paid to the distributor as our cost of goods sold. To illustrate
the impact this has on our results, the table below presents what
our revenue and gross profit and cash EBIDTA margins would be if we
were permitted to recognise net commission as our
revenue.
Proforma income statement with distribution revenue
recognised net:
|
2023
|
|
2022
|
|
|
|
$000
|
|
$000
|
|
|
|
|
|
|
|
|
Revenue
|
136,917
|
|
128,533
|
|
|
Cost of goods sold
|
(22,670)
|
|
(24,573)
|
|
|
Gross Profit
|
114,247
|
|
103,960
|
|
|
Gross Profit margin
|
83.4%
|
|
80.9%
|
|
|
Expenses (as reported)
|
(90,621)
|
|
(78,155)
|
|
|
Cash EBITDA
|
23,626
|
|
25,805
|
|
|
Cash EBITDA margin
|
17.3%
|
|
20.1%
|
|
|
During 2023, the Group went live
with 33 new eCommerce ticketing clients, down slightly on 40 during
2022. This demonstrates a continued shift in consumer behaviour and
attraction preference 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 grew despite a
change in strategy which resulted in the management and provision
of seasonal labour being returned to a major customer from July
2023 onward. Whilst this causes a reduction in revenue, it is an
important step in accesso's focus on high quality
revenue and focus on EBITDA margin. The numbers below show queuing
revenue with seasonal labour reimbursement removed, which shows
underlying growth in transactional revenue of 13.3% over
2022.
Virtual queuing revenue:
|
2023
|
|
2022
|
|
|
Vs 2022
|
|
$000
|
|
$000
|
|
|
%
|
|
|
|
|
|
|
|
Virtual queuing - transactional
revenue
|
25,754
|
|
22,727
|
|
|
13.3%
|
Virtual queuing - staffing cost
reimbursement
|
3,344
|
|
5,452
|
|
|
(38.7%)
|
Queuing
|
29,098
|
|
28,179
|
|
|
3.3%
|
The remaining revenue within the
Guest Experience segment comes primarily from professional services
which was down 2.8% on 2022.
Revenue on a geographic and segmental basis was as
follows:
|
2023
|
2022
|
Primary geographic markets
|
Ticketing
and
Distribution
|
Guest
Experience
|
Group
|
Ticketing
and
Distribution
|
Guest
Experience
|
Group
|
|
$000
|
$000
|
$000
|
$000
|
$000
|
$000
|
|
|
|
|
|
|
|
UK
|
22,358
|
3,286
|
25,644
|
24,636
|
2,441
|
27,077
|
Other Europe
|
2,673
|
5,776
|
8,449
|
3,085
|
3,233
|
6,318
|
Australia/South
Pacific/Asia/Africa
|
8,644
|
1,854
|
10,498
|
4,797
|
1,975
|
6,772
|
USA
|
61,626
|
34,098
|
95,724
|
56,285
|
36,276
|
92,561
|
Canada
|
4,270
|
266
|
4,536
|
3,216
|
302
|
3,518
|
Mexico
|
3,550
|
211
|
3,761
|
2,618
|
247
|
2,865
|
Other Central and South
America
|
903
|
-
|
903
|
619
|
-
|
619
|
|
104,024
|
45,491
|
149,515
|
95,256
|
44,474
|
139,730
|
Outside of the UK, we experienced
growth in all of our geographies in 2023. As discussed above, the
UK was impacted by a number of UK theatre distribution partners
opting to restrict sales through third-party channels. The
acquisition of accesso
Paradox increased our footprint in Canada, while the
acquisition of accesso
Horizon increased our footprint outside our core regions of
UK and USA. In the USA, the reduction in the USA Guest Experience
revenue reflects our move away from the provision of labour for our
largest queuing customer.
Revenue quality
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
%
|
Virtual queuing -
transactional
|
25,754
|
|
22,727
|
13.3%
|
Virtual queuing - staffing cost
reimbursement
|
3,344
|
|
5,452
|
(38.7%)
|
Ticketing and eCommerce
|
82,776
|
|
77,788
|
6.4%
|
Reservation revenue
|
-
|
|
18
|
(100.0%)
|
Transactional revenue
|
111,874
|
|
105,985
|
5.6%
|
Maintenance and support
|
9,338
|
|
7,122
|
31.1%
|
Platform fees
|
3,352
|
|
3,007
|
11.5%
|
Recurring licence
revenue
|
1,505
|
|
604
|
149.2%
|
Total repeatable
|
126,069
|
|
116,718
|
8.0%
|
One-time licence
revenue
|
2,881
|
|
2,145
|
34.3%
|
Professional services
|
15,536
|
|
15,988
|
(2.8%)
|
Non-repeatable revenue
|
18,417
|
|
18,133
|
1.6%
|
Hardware
|
1,533
|
|
1,434
|
6.9%
|
Other
|
3,496
|
|
3,445
|
1.5%
|
Other revenue
|
5,029
|
|
4,879
|
3.1%
|
Total revenue
|
149,515
|
|
139,730
|
7.0%
|
Total repeatable as % of
total
|
84.3%
|
|
83.5%
|
|
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 84.3% is consistent
with the 83.5% achieved in 2022 and 84.4%
in 2021. 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 have continued to grow, up 5.6% on 2022. As detailed above,
underlying virtual queuing growth was 13.3% with the impact of the
elimination of labour recharge removed. Professional services
revenue fell 2.8% against the prior year but continues to drive our
platform revenues which grew to $3.4m, an increase of
11.5%.
Other revenues were broadly
comparable with 2022, being 3.1% higher. This is commissions
received from the Group's guest ticket insurance partners as well
as third-party hardware partners. Other revenue also includes
referral commissions received from the Group's guest payment
gateway partners.
Gross
margin
The Group's reported gross profit
margin increased again to 76.4% (2022: 74.4%) as the Group
continues to focus on the quality of revenue and the improvement of
our gross profit and Cash EBITDA margins in the medium to long
term.
Administrative expenses
Reported administrative expenses
increased 14.4% to $104.3m in the year, while
underlying administrative expenditure increased by 14.7% to $91.3m.
This increase includes the impact of 82 new headcount joining the
business from the three acquisitions completed in 2023 from both a
staff cost perspective as well as other expenses such as rent and
travel.
Share-based payment costs
increased by 21.2% to $3.2m, reflective of key management incentive
arrangements being granted in 2023, which included the CEO, and an
all-other staff share-based payment award granted in summer
2023.
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
|
|
|
|
|
|
Administrative expenses as
reported
|
104,308
|
|
91,209
|
|
Capitalised development
expenditure (1)
|
2,839
|
|
2,155
|
|
Amortisation related to acquired
intangibles
|
(2,811)
|
|
(1,667)
|
|
Share-based payments
|
(3,187)
|
|
(2,629)
|
|
Amortisation and depreciation
(2)
|
(7,832)
|
|
(10,744)
|
|
Property lease payments not in
administrative expense (1)
|
668
|
|
1,430
|
|
Impairment of intangible
assets
|
(6)
|
|
(32)
|
|
Acquisition and integration
expenses
|
(2,690)
|
|
(137)
|
|
|
|
|
|
|
Underlying administrative expenditure
|
91,289
|
|
79,585
|
|
(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 $23.6m, an 8.4% reduction on 2022 but ahead of our
expectations for the year. Cash EBITDA margin was 16% in 2023 as
this was our first year of full headcount post pandemic. Looking
forward, as revenue grows, we see our Cash EBITDA margin
increasing.
The table below sets out a
reconciliation between statutory operating profit and Cash
EBITDA:
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
|
Operating profit
|
9,939
|
|
12,751
|
|
Add: acquisition
expenses
|
2,690
|
|
137
|
|
Add: Amortisation related to
acquired intangibles
|
2,811
|
|
1,667
|
|
Add: Share-based
payments
|
3,187
|
|
2,629
|
|
Add: Impairment of
intangibles
|
6
|
|
32
|
|
Add: Amortisation and depreciation
(excluding acquired intangibles)
|
7,832
|
|
10,744
|
|
Deduct: Capitalised internal
development costs
|
(2,839)
|
|
(2,155)
|
|
Cash EBITDA
|
23,626
|
|
25,805
|
|
The Group
recorded an operating profit of $9.9m in 2023 (2022: $12.8m);
and Adjusted basic earnings per share decreased to 37.48
cents (2022: 35.93 cents).
Development expenditure
|
2023
|
|
2022
|
|
|
|
$000
|
|
$000
|
|
|
|
|
|
|
|
|
Total development
expenditure
|
48,518
|
|
43,174
|
|
|
% of total revenue
|
32.5%
|
|
30.9%
|
|
|
Our total
development expenditure for 2023 increased to $48.5m, 12.4% higher
than 2022. The spend includes the additional headcount from the
Horizon and Paradox acquisitions as well as $3.3m of cost incurred
in relation to the development of the accesso Freedom product launched in
November 2023.
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 $2.8m (2022: $2.2m) represents 5.9% (2022: 5.2%) 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 year
has decreased to $31.5m from $64.7m at 31 December 2022.
|
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
|
|
|
|
|
Cash in hand & at
bank
|
|
51,814
|
|
64,663
|
Less: Borrowings (including
capitalised finance costs)
|
|
(20,349)
|
|
-
|
|
|
|
|
|
Net cash
|
|
31,465
|
|
64,663
|
The Group has maintained a strong
net cash position with net cash inflow from operating activities of
$25.7m. (2022 Net inflow of $14.5m) offset by $52.6m used in
investing activities. This included $50.0m spent on the three
acquisitions net of cash acquired.
The Group generated $12.5m from
financing activities. This included outflows of $3.7m of shares
purchased by the Group's Employee Benefit Trust and $2.2m on the
purchase and cancellation of accesso's own shares through the
buyback programme.
On 26 May 2023, the Group secured
a $40.0m revolving credit facility with a four-year term, to May
2027, accompanied by a $20.0m accordion option. As at 31 December
2023, the Group had drawn $21.2m ($20.4m net of finance costs)
which was used to partially fund the three acquisitions made by the
Group. This facility replaces the Group's undrawn £18.0m
arrangement with Investec from 19 March 2021, which was due to
expire in March 2024. The Investec facility has been
cancelled.
Dividend and share
repurchases
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 share
repurchases, strategic product development or, where the
opportunities arise, value accretive acquisitions.
During the year, the Board
approved a share repurchase programme of up to £4.0m. As at the
year end, the Company had repurchased and cancelled a total of
299,272 shares for a total of $2.2m (GBP £1.8m). The programme
was concluded on February 29, 2024 with a total
repurchase and cancellation of 706,984 shares for a total
consideration of $5.0m (GBP £4.0m).
Employee Benefit
Trust
The Group funded the trustees of
the Employee Benefit Trust in January 2023 to enable the trustees
to purchase 374,971 shares at a total cost of $3.7m. 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 $0.01m
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 $1.1m represents
an effective tax rate on the $8.8m of statutory profit before tax
of 12.7% (2022: 19.0%).
The key reconciling items to
actual tax rates are: $1.0m in relation to additional deferred tax
assets recognised for losses at a US State level and US state level
current tax adjustments; a combined $1.0m relating to the
adjustment of R&D estimates from the prior period and the
utilisation of R&D credits during the year; offset by
subsidiary profits generated in non-US territories being charged at
lower taxable rate when compared to our blended US tax rate of
27.67%.
Fern MacDonald
Chief Financial Officer
15 April 2024
Consolidated statement of comprehensive
income
for the financial year ended 31 December
2023
|
|
2023
|
|
2022
|
|
Notes
|
$000
|
|
$000
|
|
|
|
|
|
Revenue
|
|
149,515
|
|
139,730
|
|
|
|
|
|
Cost of sales
|
|
(35,268)
|
|
(35,770)
|
|
|
|
|
|
Gross profit
|
|
114,247
|
|
103,960
|
|
|
|
|
|
Administrative expenses
|
|
(104,308)
|
|
(91,209)
|
|
|
|
|
|
Operating profit before
exceptional items
|
|
12,635
|
|
12,920
|
Acquisition and integration related
expenditure
|
|
(2,690)
|
|
(137)
|
Impairment of intangible assets
|
|
(6)
|
|
(32)
|
|
|
|
|
|
Operating profit
|
|
9,939
|
|
12,751
|
|
|
|
|
|
Finance expense
|
|
(2,084)
|
|
(566)
|
|
|
|
|
|
Finance income
|
|
953
|
|
232
|
|
|
|
|
|
Profit before tax
|
|
8,808
|
|
12,417
|
|
|
|
|
|
Income tax expense
|
|
(1,116)
|
|
(2,361)
|
|
|
|
|
|
Profit for the period
|
|
7,692
|
|
10,056
|
|
|
|
|
|
Other comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|
Items that will be reclassified to income
statement
|
|
|
|
|
Exchange differences on
translating foreign operations
|
|
3,138
|
|
(5,283)
|
|
|
3,138
|
|
(5,283)
|
|
|
|
|
|
Total comprehensive income
|
|
10,830
|
|
4,773
|
|
|
|
|
|
All profit and comprehensive
income is attributable to the owners of the parent
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed in
cents per share:
|
|
|
|
|
Basic
|
9
|
19.19
|
|
24.41
|
Diluted
|
9
|
18.67
|
|
23.45
|
All activities of the Company are
classified as continuing.
Consolidated statement of financial position
as at 31 December 2023
Registered Number: 03959429
|
|
31 December 2023
|
|
31 December 2022
|
|
Notes
|
$000
|
|
$000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
11
|
165,188
|
|
110,420
|
Property, plant and
equipment
|
12
|
1,346
|
|
1,603
|
Right of use assets
|
|
1,609
|
|
980
|
Contract assets
|
|
784
|
|
314
|
Deferred tax assets
|
8
|
16,703
|
|
15,279
|
|
|
185,630
|
|
128,596
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
1,115
|
|
499
|
Finance lease
receivables
|
|
165
|
|
-
|
Contract assets
|
|
3,345
|
|
3,694
|
Trade and other
receivables
|
|
29,700
|
|
28,785
|
Income tax receivable
|
|
2,199
|
|
1,864
|
Cash and cash
equivalents
|
|
51,814
|
|
64,663
|
|
|
88,338
|
|
99,505
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
|
34,939
|
|
32,090
|
Lease liabilities
|
|
792
|
|
451
|
Contract liabilities
|
|
7,353
|
|
4,920
|
Income tax payable
|
|
6,115
|
|
574
|
|
|
49,199
|
|
38,035
|
|
|
|
|
|
Net current assets
|
|
39,139
|
|
61,470
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Deferred tax
liabilities
|
8
|
8,821
|
|
3,294
|
Contract liabilities
|
|
927
|
|
616
|
Lease liabilities
|
|
1,177
|
|
769
|
Borrowings
|
13
|
20,349
|
|
-
|
|
|
31,274
|
|
4,679
|
|
|
|
|
|
Total liabilities
|
|
80,473
|
|
42,714
|
|
|
|
|
|
Net assets
|
|
193,495
|
|
185,387
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
Called up share capital
|
14
|
603
|
|
597
|
Share premium
|
|
153,948
|
|
153,621
|
Retained earnings
|
|
31,196
|
|
22,887
|
Merger relief reserve
|
|
19,641
|
|
19,641
|
Translation reserve
|
|
(2,446)
|
|
(5,584)
|
Own shares held in
trust
|
|
(9,451)
|
|
(5,775)
|
Capital Redemption
Reserve
|
|
4
|
|
-
|
|
|
|
|
|
Total shareholders' equity
|
|
193,495
|
|
185,387
|
Consolidated statement of cash
flow
for the financial year ended 31 December
2023
|
|
2023
|
|
2022
|
|
Notes
|
$000
|
|
$000
|
Cash flows from operations
|
|
|
|
|
Profit for the
period
|
|
7,692
|
|
10,056
|
Adjustments for:
|
|
|
|
|
Depreciation (excluding leased
assets)
|
12
|
975
|
|
1,227
|
Depreciation on leased
assets
|
|
467
|
|
773
|
Amortisation on acquired
intangibles
|
11
|
2,811
|
|
1,667
|
Amortisation on development costs
and other intangibles
|
11
|
6,390
|
|
8,744
|
Impairment of
intangibles
|
11
|
6
|
|
32
|
Loss on disposal of property,
plant and equipment
|
|
207
|
|
135
|
Share-based
payment
|
|
3,187
|
|
2,629
|
Movement on bad debt
provision
|
|
41
|
|
15
|
Finance expense
|
|
2,084
|
|
566
|
Finance income
|
|
(953)
|
|
(232)
|
Foreign exchange gain
|
|
(187)
|
|
(31)
|
Income tax expense
|
8
|
1,116
|
|
2,361
|
RDEC tax credits
|
|
-
|
|
(141)
|
|
|
23,836
|
|
27,801
|
|
|
|
|
|
Increase in
inventories
|
|
(614)
|
|
(231)
|
Decrease/(increase) in trade and
other receivables
|
|
2,082
|
|
(10,482)
|
Increase in contract
assets/contract liabilities
|
|
1,960
|
|
435
|
Increase/(decrease) in trade and
other payables
|
|
432
|
|
(797)
|
|
|
|
|
|
Cash generated from
operations
|
|
27,696
|
|
16,726
|
|
|
|
|
|
Tax paid
|
|
(2,003)
|
|
(2,259)
|
|
|
|
|
|
Net cash inflow from
operating activities
|
|
25,693
|
|
14,467
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of VGS Companies (net
of cash acquired)
|
10
|
(39,323)
|
|
-
|
Acquisition of Paradocs Solutions,
Inc. (net of cash acquired)
|
10
|
(8,845)
|
|
-
|
Acquisition of Boxer Consulting
Limited (net of cash acquired)
|
10
|
(1,792)
|
|
-
|
Capitalised internal development
costs
|
11
|
(2,839)
|
|
(2,155)
|
Purchase of intangible
assets
|
11
|
(14)
|
|
(1,140)
|
Proceeds from sale of intangible
assets
|
|
-
|
|
25
|
Purchase of property, plant and
equipment
|
|
(638)
|
|
(725)
|
Proceeds from sale of property,
plant and equipment
|
|
8
|
|
-
|
Interest received
|
|
805
|
|
210
|
|
|
|
|
|
Net cash (used in) investing
activities
|
|
(52,638)
|
|
(3,785)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Share issue
|
|
129
|
|
118
|
Purchase of shares held in
trust
|
|
(3,676)
|
|
(5,775)
|
Purchase of own shares for
cancellation
|
|
(2,186)
|
|
-
|
Interest paid
|
|
(1,387)
|
|
(330)
|
Payments on property lease
liabilities
|
|
(668)
|
|
(1,430)
|
Proceeds from property lease
receivables
|
|
33
|
|
-
|
Cash paid to refinance
|
|
(1,040)
|
|
-
|
Proceeds from
borrowings
|
13
|
35,000
|
|
-
|
Repayments of
borrowings
|
13
|
(13,750)
|
|
-
|
Payment made to cancel equity
settled option awards
|
|
-
|
|
(129)
|
|
|
|
|
|
Net cash generated from/(utilised
in) financing activities
|
|
12,455
|
|
(7,546)
|
|
|
|
|
|
(Decrease)/increase in cash and cash
equivalents
|
|
(14,490)
|
|
3,136
|
Cash and cash equivalents at beginning of
year
|
|
64,663
|
|
64,050
|
|
|
|
|
|
Exchange gain/(loss) on cash and
cash equivalents
|
|
1,641
|
|
(2,523)
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
51,814
|
|
64,663
|
Notes to the consolidated financial
statements
for the financial year ended 31 December 2023
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.
Exemption from audit
For the year ended 31 December
2023 accesso Technology
Group plc has provided a guarantee in respect of all
liabilities due by its subsidiaries Ingresso Group Limited (company
number 07477714) and Lo-Q Limited (company number 08760856). This
entitles them to exemption from audit under 479A of the Companies
Act 2006 relating to subsidiary companies.
2. Basis of
accounting
The preliminary results for the
year ended 31 December 2023 and the results for the year ended 31
December 2022 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 2023.
The financial information set out
above does not constitute the Company's statutory accounts for the
years ended 31 December 2023 or 2022 but is derived from those
accounts. Statutory accounts for 2022 have been delivered to the
registrar of companies, and those for 2023 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 15
April 2024.
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:
§ Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2)
§ Definition of Accounting Estimates (Amendments to IAS
8)
New standards and interpretations not yet
adopted
A number of new standards,
amendments to standards, and interpretations are either not
effective for 2023 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.
§ Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1)
§ Lease Liabilities in a Sale and Leaseback (Amendments to IFRS
16)
§ Supplier Finance Arrangements (Amendments to IAS 7 and IFRS
7)
§ Non-current Liabilities with Covenants (Amendments to IAS
1)
§ Lack of Exchangeability (Amendments to IAS 21)
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 2023 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. Provisional
fair values are adjusted against goodwill if additional information
is obtained within one year of the acquisition date about facts or
circumstances existing at the acquisition date.
Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the
Group.
Investments, including the shares
in subsidiary companies held as non-current 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 financial statements.
All intra-Group transactions,
balances, income and expenses are eliminated on
consolidation.
Contingent consideration
Contingent consideration is
recognised at fair value at the acquisition date and is based on
the actual and/or expected performance of the entity in which the
contingent consideration relates. Contingent consideration is
subject to the sellers fulfilling their performance obligations
over the contingent period. Subsequent changes to the fair value of
contingent consideration are based on the movement of the Group's
share price at the reporting date. These changes which are deemed
to be a liability are recognised in accordance with IFRS 9 in the
statement of comprehensive income.
Going concern
The financial statements have been
prepared on a going concern basis which the Directors consider to
be appropriate for the following reasons.
For the purposes of the going
concern assessment, the Directors have prepared monthly cash flow
projections for a period of 12 months post the date of approval of
the financial statements (base scenario). The cash flow projections
show that the Group has significant headroom against its committed
facilities and can meet its financial covenant
obligations.
The Directors have reviewed
sensitised net cash flow forecasts for the same 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 over
the next 12 months reflecting the full financial impact of a
sustained material event, which reduces forecast revenues by 10% in
comparison to the base scenario referenced above, and results in
revenue of $144.7m for 2024 and marginally decreases thereafter.
Under this same scenario, underlying administrative spend increases
to $99.9m in 2024, from $91.5m in 2023, with marginal decreases
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 net cash
balance reaches a low point of $17.1m.
At 31 December 2023, the Group has
cash of $51.8m and drawings on the loan facility of $21.3m with a
further $18.7m of the total $40.0m remaining available. Financial
covenants on the facility were passed during 2023 and are forecast
to be passed through the going concern assessment period both under
a base case and a severe but plausible scenario. The Group is in
the process of acceding two additional entities to act as
guarantors to continue to meet the general undertakings of the
facility, refer to note 13 for further details.
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 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
distribution
|
Each contract provides the
customer with the right to use the POS licence (installed on
premise) for terms between one and three years. The customer also
receives support for typically a period of one year. This support
is not necessary for the functionality of the licence and is
therefore a distinct performance obligation from the right to use
the POS licence.
With agreements longer than one
year, invoices are generated either quarterly or annually; usually
payable within thirty days.
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 the
term of the agreement via the annual or quarterly
instalments.
|
The transaction price is allocated
in accordance with management's estimate of the standalone selling
price for each performance obligation, which is based on observable
input costs and a target margin.
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
appropriate because the licence provides the customer with the
right of use of the POS software as it exists and is fully
functional from the date it is provided to the customer.
Support revenue is recognised on a
straight-line basis over the term of the 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 - Ticketing and
distribution and Guest Experience
|
Each contract provides the
customer with the right to use the software licence (installed on
premise) with annual support and maintenance. The support and
maintenance is not required to operate the software and is
considered a distinct performance obligation from the right to use
the software licence.
The customer has an option to
renew the licence at no additional cost by annually renewing
support and maintenance at each anniversary. This
is considered a material right under IFRS 15 and
represents a separate performance obligation. Where the contract
contains a substantial termination penalty, it is considered that
there is no option to renew and as such these contracts do not
include a separate performance obligation for a material right of
renewal.
Invoices are raised at the
beginning of each contract for the
software licence and annual support and maintenance. Subsequently,
invoices are raised at each anniversary of the contract for annual
support and maintenance (as software licence is renewed at no
additional cost).
|
The transaction price is allocated
using observable market inputs, where the annual support and
maintenance revenue is carved out of the total consideration using
an estimate that best reflects its stand-alone selling
price.
Annual support and maintenance
revenue is recognised on a straight-line basis over the term of the
contract, which in most cases is one year and is renewable at the
option of the customer thereafter.
Revenue from sale of annual
software licences is recognised at a point in time when the
customer has been provided with the software. The revenue is
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 date it is provided to the
customer.
Revenue from sale of multi-year
software licence contracts is spread as the 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 . Software licences and bundled
implementation services - Ticketing and distribution
|
Each contract provides the
customer with the right to use a customised software licence
(installed on premise). The software license is sold
alongside interdependent implementation services that are not
considered to be a separate obligation from the license.
Invoices are raised at
predetermined milestones set out within the contract. The
milestones correspond with the value being received by the customer
and reflect the value of progress toward completion of the
obligation.
|
Revenue from the sale of
customised licenses is recognised over time as the asset is created
and control passes to the customer.
The output method is adopted where
the Group's right to consideration corresponds directly with the
completed milestones performance obligations. Revenue for these
customers is recognised in line with the amount of revenue the
Group is entitled to invoice.
|
d. Virtual queuing system - Guest
Experience
|
Virtual queuing systems are
installed at a client's location, and revenue is recognised when a
park guest uses the service as a sales or usage-based royalty. The
Group's performance obligation is to provide a right to access, and
the necessary technical support to, its virtual queuing platform,
with which the park provides virtual queueing services to the park
guest. The Group's contracts are with the attraction owner, not
park guest.
|
Revenues are recognised when the
park guest purchases virtual queuing services from the attraction
owner, being the later of sale or usage, and the satisfaction of
the performance obligation to which that sale or usage-based
royalty has been allocated.
|
e. Ticketing and eCommerce revenue
- Ticketing and distribution
|
The Group's performance obligation
is the provision of a right to access, and
necessary specified technical support to, its ticketing and
eCommerce platform, over a distinct series of service periods.
Invoices are issued monthly and are generally payable within thirty
days.
|
Ticketing and eCommerce revenue is
recognised at the time the ticket is sold through our platform, or
the transaction takes place, within that distinct series of service
periods. accesso
recognises the fee it receives for processing the transaction as
revenue.
|
f. Professional services -
Ticketing and distribution and Guest Experience
|
Professional services revenue is
typically providing customised software development and in general
is agreed with the customer and billed at each month end. Certain
contracts span longer time periods whereby the Group carries out
customisation and delivers software releases to customers at
predetermined milestones.
|
The output method is adopted where
the Group's right to consideration corresponds directly with the
completed monthly performance obligation. Revenue for these
customers is recognised in line with the amount of revenue the
Group is entitled to invoice.
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.
|
g. Hardware sales - Ticketing and
distribution and Guest Experience
|
On certain contracts, customers
request that the Group procures hardware on their behalf which the
Group has determined to be a distinct performance
obligation.
|
This revenue is recognised at the
point the customer obtains control of the hardware which is
considered to be the point of delivery when legal title Passes.
accesso takes control and
risk of ownership on hardware procurement and recognises sales and
costs on a gross basis as principal.
|
h. Platform fees
|
Cloud-based experience management
platform systems are used by certain venues to provide customer
relationship management, guest personalisation, payment and
ordering services, push notifications, scheduling, offers,
location-based 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.
|
Revenue is billed monthly and
recognised over time as the performance obligations of hosting and
supporting the secure platforms are provided to the
venues.
|
|
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 creditworthy 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 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 2022 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
income statement.
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
(2022: $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. 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. Where bank borrowings are
denominated in foreign currency, they are translated into the
functional currency at the exchange rate at the reporting date.
with the corresponding net gain or loss recorded within interest
expense. 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 an extension of the parent
Company and is included in the consolidated financial statements.
It is also included in the Company balance sheet as it is treated
as an extension of the Company. 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 and those being
short-term, below 12 months in duration. 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.
As a lessor
As a lessor, the Group classifies
its leases as either operating or finance leases. A lease is
classified as a finance lease if it transfers substantially all the
risks and rewards incidental to ownership of the underlying asset,
and classified as an operating lease if it does not. The Group has
not currently entered into any lease that is classified as an
operating lease.
At the commencement of the finance
lease, the Group recognises a lease receivable that equates to the
net investment in the lease, which comprises the lease payments
receivable discounted using the Group's incremental borrowing
rate.
Exceptional items
Items that are non-operating or
non-recurring in nature are presented as exceptional items in the
consolidated income statement, within the relevant account heading.
The Directors are of the opinion that the separate recording of
exceptional items provides helpful information about the Group's
underlying business performance. Events which may give rise to the
classification of items as exceptional include but are not
restricted to impairment charges over the Group's internally
developed and acquired intangibles and costs relating to business
acquisitions along with any subsequent integration &
reorganisation cost.
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;
$2.84m has been capitalised on new projects during 2023 (2022:
$2.16m). 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.
Within Intangible Assets at the
year end is $2.8m capitalised in relation to a new product that
launched to the market in November 2023. A key assumption in the
future economic viability of this product is the successful signing
of contracts with customers in the period subsequent to the year
end. Given the early stage of the product in its life cycle, there
is uncertainty in the number of contracts that will be obtained and
a significant variation from expectations could result in a value
in use below the carrying value.
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 17, 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 $3.8m derived from US tax credits (with
20-year expiry dates ranging from 2037 to 2042). The recognition of
this asset is based on the expected profitability of the US
entities using the Group's 5-year Board-approved forecasts, which
indicates that such credits would be utilised by the fiscal year
ending 31 December 2024. According to the enacted legislation,
these tax credits can be used to offset a current income tax
liability greater than $25K, for up to 75% of the said liability.
The key inputs are not sensitive to plausible changes in the
assumptions. In addition, to the expected profitability of the US
entities, the said credits were assessed under guidelines
established under section 382 of the current US tax legislation,
which sets out that these would be restricted if there is deemed to
have been an ownership change of greater than 50% over the
assessment period. This assessment concluded any ownership change
was below 50% resulting in no restriction on the credits available
for use. The need for an assessment under the above-mentioned
section of the US legislation will be monitored closely for its
future applicability.
Identification of separable intangibles on
acquisition
Identification of separable
intangibles on acquisition are recognised when they are controlled
through contractual or other legal rights, or are separable from
the rest of the business, and their fair value can be reliably
measured. Customer relationships and acquired technology have been
identified by management as separate intangible assets and can be
reliably measured by valuation of future cash flows.
Uncertain tax
positions
The Group has undertaken a review
of potential tax risks and current tax assessments, refer to note 8
for further details of the liabilities recognised and the
assumptions and judgements taken. These liabilities recognised
cover the Group's position taken on Research & Development
credits available within the US as well as liabilities in relation
to the application of the Group's transfer pricing
policies.
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:
Valuation of separable intangibles on acquisition (not
subject to annual update)
When valuing the customer
relationships and technology acquired in a business combination,
management estimate the expected future cash flows from the asset
and select a suitable discount rate in order to calculate the
present value of those cash flows. Separable intangibles valued on
acquisitions made in the year were $8.9m (2022: nil) in respect of
customer relationships, $11.4m (2022: nil) in respect of technology
as defined further in note 11.
Impairment of non-financial assets (subject to annual
update)
The Group assesses whether there
are any indicators of impairment for all non-financial assets at
each reporting date. Goodwill is tested for impairment annually and
at other times when such indicators exist. Other non-financial
assets are tested for impairment when there are indicators that the
carrying amounts may not be recoverable. When value in use
calculations are undertaken, management must estimate the expected
future cash flows from the asset or cash-generating unit and choose
a suitable discount rate in order to calculate the present value of
those cash flows. Further details are given in note 11.
Useful economic lives of capitalised development costs
(subject to annual update)
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
$1,795k higher and $789k lower respectively. Management review this
estimate each year to ensure it is reflective of the technologies
being developed.
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 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 accesso
Paradox cutting-edge software
solution specifically tailored to the unique needs of the industry.
The flexible, hosted solution empowers ski areas to take full
control of their operations across ticketing and passes, snow
school, retail, equipment rental, food & beverage,
administration, and online sales in one, unified
platform.
o accesso
Horizon highly functional and
best-in-class ticketing and visitor management solution leveraging
an innovative portfolio model approach to guest
management.
The Group's Guest Experience
reportable 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 Mobile
Applications experience management
platforms which delivers personalised real-time immersive customer
experiences at the right time, elevating the guest's experience and
loyalty to the brand.
o accesso
Freedom: recently launched 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 virtual queuing
solution (accesso
LoQueue), experience management platforms (Mobile Platforms), and food and
beverage retail system (accesso
Freedom) are headed by segment managers who discuss the
operating activities, financial results, forecasts and plans of
their respective segments with the CODM. These three 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 reportable 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.
|
|
2023
$000
|
|
2022
$000
|
|
|
|
|
|
Ticketing and
Distribution
|
|
104,024
|
|
95,256
|
Guest Experience
|
|
45,491
|
|
44,474
|
|
|
|
|
|
Total revenue
|
|
149,515
|
|
139,730
|
|
Ticketing and Distribution
|
Guest
Experience
|
Central unallocated
costs
|
Group
|
Year ended 31 December 2023
|
$000
|
$000
|
$000
|
$000
|
Revenue
|
104,024
|
45,491
|
-
|
149,515
|
Cost of
sales
|
(20,768)
|
(14,324)
|
(176)
|
(35,268)
|
Central
unallocated administrative expenses
|
-
|
-
|
(90,621)
|
(90,621)
|
Cash EBITDA
(1)
|
83,256
|
31,167
|
(90,797)
|
23,626
|
|
|
|
|
|
Capitalised development spend
|
|
|
|
2,839
|
Depreciation and amortisation (excluding acquired
intangibles)
|
|
|
|
(7,832)
|
Amortisation related to acquired intangibles
|
|
|
|
(2,811)
|
Impairment of intangible assets
|
|
|
|
(6)
|
Share-based payments
|
|
|
|
(3,187)
|
Exceptional costs relating to acquisitions
|
|
|
|
(2,690)
|
Finance
income
|
|
|
|
953
|
Finance
expense
|
|
|
|
(2,084)
|
|
|
|
|
|
Profit before
tax
|
|
|
|
8,808
|
|
Ticketing and Distribution
|
Guest
Experience
|
Central unallocated
costs
|
Group
|
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
|
(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.
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
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
|
|
|
|
|
|
|
|
UK
|
|
25,644
|
|
27,077
|
|
24,830
|
|
22,833
|
Italy*
|
|
713
|
|
500
|
|
39,675
|
|
-
|
Germany*
|
|
2,848
|
|
2,327
|
|
7
|
|
7
|
France*
|
|
1,359
|
|
755
|
|
-
|
|
-
|
Spain*
|
|
1,386
|
|
279
|
|
-
|
|
-
|
Netherlands*
|
|
1,012
|
|
1,406
|
|
-
|
|
-
|
Ireland*
|
|
382
|
|
251
|
|
2,131
|
|
-
|
Other Europe*
|
|
749
|
|
796
|
|
-
|
|
-
|
Australia*
|
|
5,788
|
|
5,705
|
|
9
|
|
-
|
Japan*
|
|
1,754
|
|
277
|
|
-
|
|
-
|
Singapore*
|
|
402
|
|
23
|
|
2,545
|
|
-
|
Other Asia/South
Pacific*
|
|
1,252
|
|
771
|
|
8
|
|
44
|
USA
|
|
95,724
|
|
92,561
|
|
86,063
|
|
90,050
|
Canada
|
|
4,536
|
|
3,518
|
|
10,863
|
|
-
|
Mexico
|
|
3,761
|
|
2,865
|
|
47
|
|
30
|
Other Central and South
America
|
|
903
|
|
619
|
|
12
|
|
39
|
United Arab Emirates*
|
|
1,109
|
|
-
|
|
1,953
|
|
-
|
Africa
|
|
193
|
|
-
|
|
-
|
|
-
|
|
|
149,515
|
|
139,730
|
|
168,143
|
|
113,003
|
*This disclosure has been enhanced
to present disaggregated revenue and non-current assets for Italy,
Germany, France, Spain, the Netherlands, Ireland, Australia, United
Arab Emirates, Japan and Singapore in 2022. Italy, Germany, France,
Spain, the Netherlands and Ireland were previously disclosed
aggregated with Other Europe. Australia, Japan, and Singapore were
previously disclosed aggregated with Australia/South
Pacific/Asia.
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 $8.5m (2022: $7.0m)
of Ticketing and Distribution revenue and for $14.3m (2022: $17.1m)
of Guest Experience revenue. The second park and attractions
operator accounted for $15.2m (2022: $13.9m) of Ticketing and
Distribution revenue and for $7.4m (2022: $5.5m) of Guest
Experience revenue.
8. Tax
The table below provides an
analysis of the tax charge for the periods ended 31 December 2023
and 31 December 2022:
|
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
UK corporation tax
|
|
|
|
|
Current tax on income for the
period
|
|
946
|
|
750
|
Adjustment in respect of prior
periods
|
|
(364)
|
|
(40)
|
|
|
582
|
|
710
|
Overseas tax
|
|
|
|
|
Current tax on income for the
period
|
|
2,115
|
|
690
|
Adjustment in respect of prior
periods
|
|
933
|
|
453
|
|
|
3,048
|
|
1,143
|
|
|
|
|
|
Total current taxation
|
|
3,630
|
|
1,853
|
|
|
|
|
|
Deferred taxation
|
|
|
|
|
Original and reversal of temporary
difference - for the current period
|
|
(1,094)
|
|
1,641
|
Impact on deferred tax rate
changes
|
|
170
|
|
(967)
|
Original and reversal of temporary
difference - for the prior period
|
|
(1,590)
|
|
(166)
|
|
|
(2,514)
|
|
508
|
Total taxation charge
|
|
1,116
|
|
2,361
|
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:
|
|
2023
|
|
2022
|
|
|
$000
|
|
$000
|
|
|
|
|
|
Profit on ordinary activities
before tax
|
|
8,808
|
|
12,417
|
|
|
|
|
|
Tax at United States tax rate of
27.67% (2022: 26.87%)
|
|
2,437
|
|
3,336
|
|
|
|
|
|
Effects of:
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax
purposes
|
|
(61)
|
|
30
|
Profit subject to foreign taxes at
a lower marginal rate
|
|
714
|
|
(195)
|
Adjustment in respect of prior
period - income statement
|
|
(1,021)
|
|
247
|
Research and Development credit
estimation adjustment
|
|
(697)
|
|
-
|
Research and Development credits
utilised
|
|
(351)
|
|
(141)
|
Share options
|
|
(177)
|
|
195
|
Impact of rate changes
|
|
170
|
|
(967)
|
Other
|
|
102
|
|
(144)
|
|
|
|
|
|
Total taxation charge
|
|
1,116
|
|
2,361
|
Deferred taxation
|
Asset
|
|
Liability
|
|
$000
|
|
$000
|
Group
|
|
|
|
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)
|
|
|
|
|
Credited to income
|
2,573
|
|
(59)
|
Credited directly to equity
|
(1,274)
|
|
-
|
Foreign currency translation
|
40
|
|
(22)
|
Acquired through business combination
|
85
|
|
(5,446)
|
|
|
|
|
At 31 December 2023
|
16,703
|
|
(8,821)
|
|
|
|
|
Company
|
|
|
|
At 31 December 2021
|
-
|
|
(336)
|
|
|
|
|
Charged to income
|
22
|
|
134
|
Credited directly to
equity
|
(18)
|
|
-
|
Foreign currency
translation
|
(9)
|
|
44
|
Netted against the
asset
|
5
|
|
5
|
|
|
|
|
At 31 December 2022
|
-
|
|
(163)
|
|
|
|
|
Charged to income
|
19
|
|
(31)
|
Credited directly to equity
|
(17)
|
|
-
|
Foreign currency translation
|
5
|
|
(13)
|
Netted against the asset
|
(7)
|
|
7
|
|
|
|
|
At 31 December 2023
|
-
|
|
(200)
|
The following table summarises the
recognised deferred tax asset and liability:
|
2023
|
|
2022
|
|
|
|
Restated*
|
Group
|
$000
|
|
$000
|
Recognised asset
|
|
|
|
Tax relief on unexercised employee
share options
|
1,930
|
|
3,034
|
Short-term timing
differences
|
2,829
|
|
6,903*
|
Net operating losses & tax
credits
|
4,552
|
|
5,342*
|
Capitalised R&D
Expenditure
|
7,392
|
|
-
|
Deferred tax asset
|
16,703
|
|
15,279
|
|
|
|
|
Recognised liability
|
|
|
|
Capital allowances in excess of
depreciation
|
(703)
|
|
(204)
|
Short-term timing
differences
|
(745)
|
|
(1,025)
|
Business combinations
|
(7,373)
|
|
(2,065)
|
Deferred tax liability
|
(8,821)
|
|
(3,294)
|
|
|
|
|
Company
|
|
|
|
Recognised asset
|
|
|
|
Tax relief on unexercised employee
share options
|
60
|
|
57
|
Short-term timing
differences
|
32
|
|
28
|
Offset against Company deferred
tax asset
|
(92)
|
|
(85)
|
Deferred tax asset
|
-
|
|
-
|
|
|
|
|
Recognised liability
|
|
|
|
Capital allowances in excess of
depreciation
|
(292)
|
|
(248)
|
Offset against Company deferred
tax asset
|
92
|
|
85
|
Deferred tax liability
|
(200)
|
|
(163)
|
*Restatement of prior year
deferred tax asset
The deferred tax asset balances
recognised in respect of the US, for the year ended 31 December
2022, were calculated considering that the revised version of
Section 174 of the US Internal Revenue Code, would be repealed.
This legislation was not repealed as expected and remained in
force, resulting in a restatement of the 31 December 2022 deferred
tax asset balances, to reflect the reclassification of some of the
amounts recognised. The total deferred tax asset of $15.3m remains
the same, however short-term timing differences have been restated
to $6.9m, previously $2.7m, and net operating losses & tax
credits have been restated to $5.3m, previously $9.6m.
The tax rate in the US rate
remained at 21%, before state taxes. Deferred tax assets and
liabilities were measured at a rate 21% (2022: 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 2022. This will increase the Company's future
current tax charge accordingly. The deferred tax assets and
liabilities at 31 December 2023 have been calculated based on these
rates, reflecting the expected timing of reversal of the related
temporary and timing differences (2022: 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 policies 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 $1.3m (2022: $0.9m) in relation to
availability of international R&D claims. A further provision
of $5.1m (2022: $0.0m) has been recognised, in connection with tax
liabilities inherited in the entities acquired during the year
ended 31 December 2023. This provision has been calculated in
accordance with the Group's transfer pricing policies.
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
continue to be performed 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.
|
|
2023
$000
|
|
2022
$000
|
Profit attributable to ordinary
shareholders ($000)
|
|
7,692
|
|
10,056
|
|
|
|
|
|
Basic EPS
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted average number of shares
used in basic EPS (000s)
|
|
40,075
|
|
41,196
|
Basic earnings per share
(cents)
|
|
19.19
|
|
24.41
|
Diluted EPS
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted average number of shares
used in basic EPS (000s)
|
|
40,075
|
|
41,196
|
Effect of dilutive securities
|
|
|
|
|
Options (000s)
|
|
1,034
|
|
1,692
|
Contingent share consideration on
business combinations (000s)
|
|
88
|
|
|
Weighted average number of shares
used in diluted EPS (000s)
|
|
41,197
|
|
42,888
|
Diluted earnings per share
(cents)
|
|
18.67
|
|
23.45
|
|
|
|
|
|
|
|
2023
$000
|
|
2022
$000
|
Adjusted EPS
|
|
|
|
|
|
|
|
|
|
Profit attributable to ordinary
shareholders ($000)
|
|
7,692
|
|
10,056
|
Adjustments for the period related
to:
|
|
|
|
|
Amortisation relating to acquired
intangibles from acquisitions
|
|
2,811
|
|
1,667
|
Impairment of intangible
assets
|
|
6
|
|
32
|
Acquisition expenses
|
|
2,690
|
|
-
|
Share-based compensation and
social security costs on unapproved options
|
|
3,187
|
|
2,629
|
|
|
16,386
|
|
14,384
|
Net tax related to the above
adjustments (2023: 16.7%, 2022: 9.7%):
|
|
(1,365)
|
|
418
|
|
|
|
|
|
Adjusted profit attributable to ordinary shareholders
($000)
|
|
15,021
|
|
14,802
|
|
|
|
|
|
Adjusted basic EPS
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted average number of shares
used in basic EPS (000s)
|
|
40,075
|
|
41,196
|
Adjusted basic earnings per share
(cents)
|
|
37.48
|
|
35.93
|
|
|
|
|
|
Adjusted diluted EPS
|
|
|
|
|
Denominator
|
|
|
|
|
Weighted average number of shares
used in diluted EPS (000s)
|
|
41,197
|
|
42,888
|
Adjusted diluted earnings per
share (cents)
|
|
36.46
|
|
34.51
|
|
|
|
|
|
|
|
|
1,040,511 LTIP awards
were excluded in the calculation of diluted EPS as at 31 December
2023 (2022: nil) as a result of exercise
conditions contingent of the satisfaction of certain criteria that
had not been met.
10. Business
combinations
During the year, the Group
completed 3 acquisitions to create shareholder value by adding
depth and breadth to the Group's software solutions and available
resources.
Goodwill acquired in the business
combinations represent a payment made by the acquirer in
anticipation of future economic benefits from assets that are not
capable of being individually identified and separately recognised.
Goodwill is not deductible for tax purposes. Acquisition balance
sheets are deemed provisional when the post-acquisition integration
period, typically up to 12 months post-acquisition, has yet to
complete.
During the year, the Group made
the following acquisitions which individually represent 5% or more
of the total Enterprise Value of all acquisitions made during the
year.
Acquisition of VGS companies (now accesso Horizon)
On 20 June 2023, the Group entered
into a share purchase agreement to acquire 100% of the share
capital of four VGS entities (VGS S.r.l., VGS ME DMCC, VGS Asia PtE
Ltd. and VGS Holding, Inc.), and an underlying subsidiary, for a
total consideration of $53.6m, paid in cash.
The principal reason for this
acquisition was to expand the Group's product proposition,
significantly increase international presence, enhance revenue
diversity, and provide extensive new opportunities for global
growth. It also provides a fundamental building block for the
Group's mid-to-long-term product roadmap.
Acquisition and
integration-related costs of $1.77m were incurred in relation to
this acquisition and are included within administrative
expenses.
Deferred tax has been provided on
the value of the intangible assets at the tax rate applicable at
the time the asset is expected to be realised.
Included in the consolidated
statement of income is $4.9m of revenue generated by VGS and $2.5m
profit before tax. If the acquisition had been completed on the
first day of the financial year, VGS would have generated $7.6m
revenue and $3.7m profit before tax.
|
|
|
|
|
|
Fair value
|
|
|
|
|
|
|
$000
|
|
|
|
|
|
|
|
Identifiable intangible assets -
acquired technology
|
|
|
|
|
|
5,111
|
Identifiable intangible assets -
customer relationships
|
|
|
|
|
|
8,353
|
Property, plant and
equipment
|
|
|
|
|
|
1,272
|
Cash
|
|
|
|
|
|
14,275
|
Receivables and other
debtors
|
|
|
|
|
|
4,243
|
Payables and other
liabilities
|
|
|
|
|
|
(8,615)
|
Deferred tax
liabilities
|
|
|
|
|
|
(3,618)
|
|
|
|
|
|
|
|
Total net assets
acquired
|
|
|
|
|
|
21,021
|
|
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
|
|
|
32,577
|
|
|
|
|
|
|
|
Consideration
|
|
|
|
|
|
53,598
|
Satisfied by:
|
|
|
|
|
|
|
Cash to vendors
|
|
|
|
|
|
53,598
|
Acquisition of Paradocs Solutions, Inc. (now accesso Paradox)
On 21 April 2023, the Group
acquired 100% of the share capital of Paradocs Solutions, Inc
("Paradocs") for a total consideration of $10.01m, of which $9.0m
was paid in cash with a further $1.01m in contingently issuable
shares.
The principal reason for this
acquisition was to deepen the Group's presence in the important ski
market by acquiring a cutting-edge software solution specifically
tailored to the unique needs of the industry. The flexible, hosted
solution empowers ski areas to take full control of their
operations across ticketing and passes, snow school, retail,
equipment rental, food & beverage, administration, and online
sales in one, unified platform.
Acquisition and integration
related costs of $0.5m were incurred in relation to this
acquisition and are included within administrative
expenses.
Deferred tax has been provided on
the value of the intangible assets at the tax rate applicable at
the time the asset is expected to be realised.
Included in the consolidated
statement of income is $1.5m of revenue generated by Paradocs and
$1.0m loss before tax. If the acquisition had been completed on the
first day of the financial year, Paradocs would have generated
$1.9m revenue and $1.1m loss before tax.
|
|
|
|
|
|
Fair value
|
|
|
|
|
|
|
$000
|
|
|
|
|
|
|
|
Identifiable intangible assets -
customer relationships
|
|
|
|
|
|
550
|
Identifiable intangible assets -
acquired technology
|
|
|
|
|
|
5,790
|
Property, plant and
equipment
|
|
|
|
|
|
156
|
Cash
|
|
|
|
|
|
155
|
Receivables and other
debtors
|
|
|
|
|
|
848
|
Payables and other
liabilities
|
|
|
|
|
|
(918)
|
Deferred tax
liabilities
|
|
|
|
|
|
(1,704)
|
|
|
|
|
|
|
|
Total net assets
acquired
|
|
|
|
|
|
4,877
|
|
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
|
|
|
5,130
|
|
|
|
|
|
|
|
Consideration
|
|
|
|
|
|
10,007
|
Satisfied by:
|
|
|
|
|
|
|
Cash to vendors
|
|
|
|
|
|
9,000
|
Contingent share consideration to
vendors*
|
|
|
|
|
|
1,007
|
*Contingent share consideration is payable in
instalments over a two year period subject to the sellers
fulfilling their performance obligations over the contingent
period. The initial fair value of $1.01m reflects the share price
at the time of the acquisition. Subsequent changes to fair value of
contingent consideration are based on the movement of the Group's
share price at the reporting date. At the year end, the fair value
of the contingent consideration was $0.65m following the first
instalment settlement for $0.2m and subsequent remeasurement of the
remaining liability at the reporting date.
Acquisition of Boxer Consulting Limited
On 4 May 2023, the Group acquired
100% of the share capital of Boxer Consulting Limited ("DigiSoft")
for a total consideration of €1.82m ($2.0m). A total of €1.62m
($1.79m) was paid in cash with a further €0.2m held as deferred
consideration to be paid two years
post-completion.
The principal reason for this
acquisition was to enable the Group to gain efficiency,
flexibility, and reduce costs by bringing an existing supplier of
mobile development services in-house.
Acquisition and integration
related costs of $0.33m were incurred in relation to this
acquisition and are included within administrative
expenses.
Deferred tax has been provided on
the value of the intangible assets at the tax rate applicable at
the time the asset is expected to be realised.
No disclosure has been made of the
revenue and profit before tax as if the acquisition has been
completed on the first day of the financial year or for the amounts
generated by the acquiree following the acquisition. This is due to
the information being impracticable because the acquired entity,
DigiSoft, held no profit or loss activity prior to the acquisition.
Digisoft, formerly a supplier to the Group, incurred costs of $1.3m
with external revenues of $0.3m in the post-acquisition period.
|
|
|
|
|
|
Fair value
|
|
|
|
|
|
|
$000
|
|
|
|
|
|
|
|
Identifiable intangible assets -
acquired technology
|
|
|
|
|
|
462
|
Property, plant and
equipment
|
|
|
|
|
|
4
|
Receivables and other
debtors
|
|
|
|
|
|
25
|
Payables and other
liabilities
|
|
|
|
|
|
(85)
|
Deferred tax
liabilities
|
|
|
|
|
|
(124)
|
|
|
|
|
|
|
|
Total net assets
acquired
|
|
|
|
|
|
282
|
|
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
|
|
|
1,731
|
|
|
|
|
|
|
|
Consideration
|
|
|
|
|
|
2,013
|
Satisfied by:
|
|
|
|
|
|
|
Cash to vendors
|
|
|
|
|
|
1,792
|
Deferred cash consideration to
vendors
|
|
|
|
|
|
221
|
The net cash outflow in the current year in respect of acquisitions
comprised:
|
$000
|
|
|
VGS
|
|
Cash paid
|
53,598
|
Net cash acquired
|
(14,275)
|
|
39,323
|
|
|
Paradocs
|
|
Cash paid
|
9,000
|
Net cash acquired
|
(155)
|
|
8,845
|
|
|
DigiSoft
|
|
Cash paid
|
1,792
|
Net cash acquired
|
-
|
|
1,792
|
|
|
Total net cash outflow in respect
of acquisitions in the current period
|
49,960
|
11. Intangible assets
The cost and amortisation of the
Group's intangible fixed assets are detailed in the following
table:
|
|
Goodwill
|
|
Customer
relationships & supplier
contracts
|
|
Trademarks
|
|
Acquired internally
developed intellectual property
|
|
Patent & IPR
costs
|
|
Development
costs
|
|
Totals
|
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
1,123
|
|
8
|
|
-
|
|
86
|
|
67
|
|
627
|
|
1,911
|
Additions
|
-
|
|
-
|
|
14
|
|
-
|
|
-
|
|
2,839
|
|
2,853
|
Acquisition through business combination
|
39,438
|
|
8,903
|
|
-
|
|
11,363
|
|
1
|
|
-
|
|
59,705
|
Disposals
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(497)
|
|
(497)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
155,701
|
|
22,488
|
|
483
|
|
35,875
|
|
1,174
|
|
61,286
|
|
277,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation/Impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Reversal of impairment
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
32
|
|
32
|
Disposal
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(683)
|
|
(58)
|
|
(741)
|
At 31 December 2022
|
17,403
|
|
11,185
|
|
467
|
|
24,426
|
|
136
|
|
48,998
|
|
102,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
-
|
|
1
|
|
-
|
|
13
|
|
23
|
|
457
|
|
494
|
Charged
|
-
|
|
1,369
|
|
2
|
|
1,442
|
|
399
|
|
5,989
|
|
9,201
|
Impairment
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6
|
|
6
|
Disposal
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(497)
|
|
(497)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
17,403
|
|
12,555
|
|
469
|
|
25,881
|
|
558
|
|
54,953
|
|
111,819
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
138,298
|
|
9,933
|
|
14
|
|
9,994
|
|
616
|
|
6,333
|
|
165,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
97,737
|
|
2,392
|
|
2
|
|
-
|
|
970
|
|
9,319
|
|
110,420
|
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:
|
|
2023
|
|
2022
|
|
|
|
$000
|
|
$000
|
|
|
|
|
|
|
|
Ticketing and Distribution (CGU1,
2, 3, 7 and 8) *
|
|
108,067
|
|
69,235
|
|
accesso LoQueue (CGU5)
**
|
|
28,500
|
|
28,500
|
|
Professional services (CGU 9)
***
|
|
1,731
|
|
-
|
|
|
|
138,298
|
|
97,735
|
|
The key assumptions used in the
value in use calculations are as follows:
|
|
2023
|
|
2022
|
Pre-tax discount rate (%)
|
|
|
|
|
Ticketing and Distribution
(CGU 1, 2, 3, 7 & 8)*
|
|
17.0%
|
|
16.6%
|
accesso LoQueue ** (CGU 5)
|
|
17.3%
|
|
16.8%
|
Professional services***
(CGU 9)
|
|
17.2%
|
|
-
|
|
|
|
|
|
Average annual EBITDA growth rate during forecast
period (average %)
|
|
|
|
|
Ticketing and Distribution
(CGU 1, 2, 3, 7 & 8)*
|
|
27.8%
|
|
19.7%
|
accesso LoQueue ** (CGU 5)
|
|
3.5%
|
|
15.1%
|
Professional services***
(CGU 9)
|
|
1.0%
|
|
-
|
|
|
|
|
|
Terminal growth rate (%)
|
|
|
|
|
Ticketing and Distribution
(CGU 1, 2, 3, 7 & 8)*
|
|
2.0%
|
|
2.0%
|
accesso LoQueue ** (CGU 5)
|
|
2.0%
|
|
2.0%
|
Professional services***
(CGU 9)
|
|
2.0%
|
|
-
|
|
|
|
|
|
Period on which detailed forecasts based
(years)
|
|
|
|
|
Ticketing and Distribution
(CGU 1, 2, 3, 7 & 8)*
|
|
5
|
|
5
|
accesso LoQueue ** (CGU 5)
|
|
5
|
|
5
|
Professional services***
(CGU 9)
|
|
5
|
|
-
|
* Comprises the products accesso Passport & Siriusware
(CGU1); accesso
ShoWare (CGU2);
Ingresso (CGU3);
accesso Paradox (CGU7) and
accesso Horizon
(CGU8).
** Comprises accesso LoQueue trading within
accesso Technology Group
plc; Lo-Q, Inc.; Lo-Q Service Canada Inc. and accesso Australia PTY
Limited.
*** Comprises professional
services trading within accesso
Ireland Limited and Blazer
and Flip Flops Inc. The assets consisting of Professional services are comprised of
the assets derived from the acquisition of accesso Ireland Limited (formally
Boxer Consulting Limited)
and certain assets previously disclosed within The Experience Engine. The Experience
Engine CGU was revised during the year ended 31 December
2023 to reflect the structural changes within the Group. There was
no goodwill or indefinite intangible assets within the CGU formally
known as The Experience
Engine in either the current or prior year.
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.
Sensitivity analysis
A considerable amount of judgement
is applied in setting discount rates, forecasts and terminal
values. 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 2023.
|
Ticketing and
Distribution*
|
accesso
LoQueue**
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
|
Pre-tax discount rate
|
Increase by
10.8%
|
Increase
by 11.7%
|
Increase by
13.2%
|
Increase
by 14.7%
|
|
|
|
|
|
EBITDA growth rate during detailed forecast period
(average)
|
Reduce by
39.2%
|
Reduce
by 45.0%
|
Reduce by
40.1%
|
Reduce
by 48.4%
|
|
|
|
|
|
Terminal growth rate
|
Reduce by 28.3% to a
terminal rate of -26.3%
|
Reduce
by 27.6% to a terminal rate of -25.6%
|
Reduce by 19.9% to terminal
rate of -17.9%
|
Reduce
by 52.0% to terminal rate of -50.0%
|
|
|
|
|
|
Excess over carrying value ($000)
|
$92,259
|
$79,790
|
$27,684
|
$44,791
|
* Comprises the products accesso Passport & Siriusware
(CGU1); accesso
ShoWare (CGU2);
Ingresso (CGU3);
accesso Paradox (CGU7) and
accesso Horizon
(CGU8).
** Comprises accesso LoQueue trading within
accesso Technology Group
plc; Lo-Q, Inc.; Lo-Q Service Canada Inc. and accesso Australia PTY
Limited.
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.
There is no reasonably possible
change in the key assumptions that would reduce the recoverable
amount of professional services (CGU 9) to equal the carrying value
as the recoverable amount is achieved within the forecast 5-year
period.
Environmental risk in cash flows
It is expected that air travel
will be reduced in the longer term in response to climate change
agendas and 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.
The below table sets out the
intangible asset impairments recorded within accesso LoQueue, The Experience Engine and the
Ticketing and Distribution segment:
|
2023
|
2023
|
2023
|
2023
|
2022
|
2022
|
2022
|
2022
|
|
accesso
LoQueue
|
Professional
services
|
Ticketing and
Distribution
|
Total
|
accesso
LoQueue
|
Professional
services
|
Ticketing and
Distribution
|
Total
|
|
|
|
|
|
|
|
|
|
|
$000
|
$000
|
$000
|
$000
|
$000
|
$000
|
$000
|
$000
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Impairment of specific development
projects*
|
6
|
-
|
-
|
6
|
32
|
-
|
-
|
32
|
|
|
|
|
|
|
|
|
|
Impairment charge recorded within
administrative expense
|
6
|
-
|
-
|
6
|
32
|
-
|
-
|
32
|
A review of all project
development costs capitalised was performed at year end with $0.06m
impairment charges recorded.
No intangible asset impairment
reversals were recorded within the Group during the current or
prior year.
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:
|
|
2023
|
|
2022
|
Entity name (and CGU)
|
|
$000
|
|
$000
|
|
|
|
|
|
accesso, LLC &
Siriusware, Inc. (CGU 1 and 6)
|
|
464
|
|
518
|
ShoWare (CGU 2)
|
|
-
|
|
70
|
accesso Technology Group plc (CGUs 5 and 6)
|
|
974
|
|
1,289
|
12. Property, plant and
equipment
The cost and depreciation of the
Group's tangible fixed assets are detailed in the following
table:
|
|
Installed
systems
|
|
Plant, machinery and office
equipment
|
|
Furniture &
fixtures
|
|
Leasehold
improvements
|
|
Totals
|
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
Cost
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2021
|
|
1,635
|
|
3,686
|
|
2,023
|
|
487
|
|
7,831
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
(19)
|
|
(106)
|
|
(71)
|
|
-
|
|
(196)
|
Additions
|
|
197
|
|
516
|
|
20
|
|
34
|
|
767
|
Disposals
|
|
(10)
|
|
(1,088)
|
|
(836)
|
|
(244)
|
|
(2,178)
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
1,803
|
|
3,008
|
|
1,136
|
|
277
|
|
6,224
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
10
|
|
40
|
|
33
|
|
-
|
|
83
|
Additions
|
|
22
|
|
411
|
|
205
|
|
-
|
|
638
|
Acquisition through business combination
|
|
-
|
|
113
|
|
83
|
|
41
|
|
237
|
Disposals
|
|
(97)
|
|
(672)
|
|
(418)
|
|
(247)
|
|
(1,434)
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
1,738
|
|
2,900
|
|
1,039
|
|
71
|
|
5,748
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2021
|
|
1,078
|
|
2,595
|
|
1,565
|
|
357
|
|
5,595
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
(12)
|
|
(81)
|
|
(60)
|
|
-
|
|
(153)
|
Charged
|
|
414
|
|
572
|
|
189
|
|
52
|
|
1,227
|
Disposals
|
|
(7)
|
|
(1,043)
|
|
(757)
|
|
(241)
|
|
(2,048)
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
1,473
|
|
2,043
|
|
937
|
|
168
|
|
4,621
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
9
|
|
73
|
|
29
|
|
-
|
|
111
|
Charged
|
|
180
|
|
620
|
|
122
|
|
53
|
|
975
|
Disposals
|
|
(87)
|
|
(648)
|
|
(383)
|
|
(187)
|
|
(1,305)
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
1,575
|
|
2,088
|
|
705
|
|
34
|
|
4,402
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
163
|
|
812
|
|
334
|
|
37
|
|
1,346
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
330
|
|
965
|
|
199
|
|
109
|
|
1,603
|
Refer to note 13 for details of
security over the Group's property, plant and equipment by banking
providers.
13. Borrowings
|
Group
|
|
Company
|
|
2023
|
|
2022*
|
|
2023
|
|
2022*
|
|
$000
|
|
$000
|
|
$000
|
|
$000
|
|
|
|
|
|
|
|
|
Bank loans
|
21,250
|
|
-
|
|
21,250
|
|
-
|
Arrangement fees, less amortised
cost
|
(901)
|
|
(356)
|
|
(901)
|
|
(356)
|
|
20,349
|
|
(356)
|
|
20,349
|
|
(356)
|
*In 2022, while the Group was
undrawn on the loan facility with Investec Bank PLC, capitalised
arrangement fees were included within Other Debtors. In 2023, the
capitalised arrangement fees on the loan facility with HSBC UK Bank
PLC are presented net of the bank loan.
On 26 May 2023, the Group secured
a $40.0m revolving credit facility with a four-year term, to May
2027, accompanied by a $20.0m accordion option HSBC UK Bank PLC.
The facility is secured through fixed and floating charges over
assets belonging to material Group entities: accesso Technology Group plc,
Lo-Q Inc, accesso, LLC, Siriusware, Inc, VisionOne, Inc,
Blazer and Flip-flips, Inc
and Ingresso Group
Limited. The Group also has a general undertaking to ensure
that entities acting as guarantors to the HSBC facility aggregate
to at least 85% of the Group's Cash EBITDA. Post year end the Group
obtained a waiver from this requirement as a result of the existing
guarantors falling below the 85% threshold, due to greater than
anticipated growth in an acquired entity, accesso Italy s.r.l, and the accession
of additional entities not taking place within the required
timeframe. This waiver is conditional on the accession of two
additional entities, Lo-Q Service Canada Limited and Lo-Q Limited,
by 30 April 2024 to ensure the general undertaking continues to be
met. The Group does not foresee any issues with this accession and
this does not impact the Directors' going concern
assessment.
As at 31 December 2023, the Group
had drawn $21.3m ($20.4m net of finance costs) which was used to
partially fund the three acquisitions made by the Group.
This HSBC facility replaces the
Group's undrawn £18.0m arrangement with Investec from 19 March
2021, which was due to expire in March 2024. The £18.0m Investec
facility has been cancelled and associated security held has been
released.
14. Called up share
capital
|
2023
|
|
2022
|
Ordinary shares of 1p each
|
Number
|
|
$000
|
|
Number
|
|
$000
|
|
|
|
|
|
|
|
|
Opening balance
|
41,394,647
|
|
597
|
|
41,267,376
|
|
596
|
Issued in relation to exercised
share options
|
718,976
|
|
9
|
|
127,271
|
|
1
|
Re-purchase of shares for
cancellation
|
(299,272)
|
|
(4)
|
|
-
|
|
-
|
Contingent consideration settled
in shares
|
29,409
|
|
1
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Closing balance
|
41,843,760
|
|
603
|
|
41,394,647
|
|
597
|
During 2023, 718,976 shares (2022: 121,271 shares), with a
nominal value $9,145 (2022: $1,549), 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 2023 was 1,136,942 shares (2022: 761,971).
374,971 shares (2022: 761,971) were purchased by the Employee
Benefit Trust during the year.
During the year, the Board
approved a share repurchase programme of up to £4.0m. As at the
year end, the Company had repurchased and cancelled a total of
299,272 shares for a total of $2.2m (GBP £1.8m).
The programme was concluded on
29 February 2024 with a total repurchase and cancellation of
706,984 shares for a total consideration of $5.0m (GBP
£4.0m).
In 2023, 29,409 shares (2022: nil)
were issued in relation to the settlement of contingent
consideration.
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 2023.
|
|
|