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
| | | 2023 | | 2022 |
| Vs 2022 |
| | | $000 | | $000 | | % |
| Revenue | | 149,515 | | 139,730 | | 7.0% |
| Revenue - constant currency (4) | | 148,523 | | 139,730 | | 6.3% |
| Cash EBITDA (1) | | 23,626 | | 25,805 | | (8.4)% |
| Statutory profit before tax | | 8,808 | | 12,417 | | (29.1)% |
| Net cash (2) | | 31,465 | | 64,663 | | (51.3)% |
| Adjusted basic EPS (cents) (3) | | 37.48 |
| 35.93 |
| 4.3% |
| Basic earnings per share (cents) | | 19.19 |
| 24.41 |
| (21.4)% |
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 |
| +44 (0)118 934 7400 |
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| Deutsche Numis (Nominated Adviser and Sole Broker) Simon Willis, Joshua Hughes, Iqra Amin |
| +44 (0)20 7260 1000 |
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| Dentons Global Advisors James Melville Ross, Methuselah Tanyanyiwa |
| +44 (0)20 7550 9225 |
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 |
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| Vs 2022 |
| | $000 |
| $000 |
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| % |
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| Ticketing | 86,455 | | 77,175 | | | 12.0% |
| Distribution | 17,569 | | 18,081 | | | (2.8%) |
| Ticketing and distribution | 104,024 |
| 95,256 |
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| 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 |
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| 2.3% |
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| | | | |
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| Total revenue | 149,515 |
| 139,730 |
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| 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 |
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| Revenue | 136,917 | | 128,533 | | |
| Cost of goods sold | (22,670) | | (24,573) | | |
| Gross Profit | 114,247 |
| 103,960 |
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| Gross Profit margin | 83.4% |
| 80.9% |
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| Expenses (as reported) | (90,621) | | (78,155) | | |
| Cash EBITDA | 23,626 |
| 25,805 |
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| Cash EBITDA margin | 17.3% |
| 20.1% |
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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 |
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| % |
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| 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 |
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| 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:
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| 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 |
Consolidated statement of changes in equity
for the financial year ended 31 December 2023
|
| | Share capital | Share premium | Retained earnings | Merger relief reserve | Own shares held in trust | Capital redemption reserve | Translation reserve |
| Total |
| | | $000 | $000 | $000 | $000 | $000 | $000 | $000 |
| $000 |
| Balance at 1 January 2023 | | 597 | 153,621 | 22,887 | 19,641 | (5,775) | - | (5,584) |
| 185,387 |
|
| |
|
|
|
|
|
|
|
| |
| Comprehensive income for the year |
|
|
|
|
|
| | |||
| Profit for period | | - | - | 7,692 | - | - | - | - | | 7,692 |
| Other comprehensive income | | | | | | | | | | |
| Exchange differences on translating foreign operations | | - | - | - | - | - | - | 3,138 | | 3,138 |
| Total comprehensive income for the year | | - | - | 7,692 | - | - | - | 3,138 | | 10,830 |
|
| | | | | | | | | | |
| Issue of share capital | | 9 | 120 | - | - | - | - | - | | 129 |
| Share-based payments | | - | - | 3,187 | - | - | - | - | | 3,187 |
| Share option tax charge - current | | - | - | 894 | - | - | - | - | | 894 |
| Share option tax charge - deferred | | - | - | (1,274) | - | - | - | - | | (1,274) |
| Re-purchase of shares to be held in trust | | - | - | - | - | (3,676) | - | - | | (3,676) |
| Re-purchase of shares for cancellation | | (4) | - | (2,190) | - | - | 4 | | | (2,190) |
| Contingent consideration settled in shares | | 1 | 207 | - | - | - | - | - | | 208 |
| Total contributions by and distributions by owners | | 6 | 327 | 617 | - | (3,676) | 4 | - | | (2,722) |
| | | | | | | | | | | |
| Balance at 31 December 2023 | | 603 | 153,948 | 31,196 | 19,641 | (9,451) | 4 | (2,446) |
| 193,495 |
| | | | | | | | | | | |
| Balance at 1 January 2022 | | 596 | 153,504 | 9,753 | 19,641 | - | - | (301) | | 183,193 |
| | | | | | | | | | | |
| Comprehensive income for the year | | | | | | | | |||
| Profit for period |
| - | - | 10,056 | - | - | - | - |
| 10,056 |
| Other comprehensive income | | | | | | | | | | |
| Exchange differences on translating foreign operations | | - | - | - | - | - | - | (5,283) | | (5,283) |
| Income tax credit on items recorded in other comprehensive income | | - | - | - | - | - | - | - | | - |
| Total comprehensive income for the year | | - | - | 10,056 | - | - | - | (5,283) | | 4,773 |
| | | | | | | | | | | |
| Contributions by and distributions to owners | | | | | | | ||||
| Issue of share capital | | 1 | 117 | - | - | - | - | - | | 118 |
| Share-based payments | | - | - | 2,576 | - | - | - | - | | 2,576 |
| Share option tax charge - current | | - | - | 143 | - | - | - | - | | 143 |
| Share option tax charge - deferred | | - | - | 448 | - | - | - | - | | 448 |
| Cancellation of share options | | - | - | (89) | - | - | - | - | | (89) |
| Re-purchase of shares to be held in trust | | - | - | - | - | (5,775) | - | - | | (5,775) |
| Total contributions by and distributions by owners | | 1 | 117 | 3,078 | - | (5,775) | - | - | | (2,579) |
| | | | | | | | | | | |
| Balance at 31 December 2022 | | 597 | 153,621 | 22,887 | 19,641 | (5,775) | - | (5,584) | | 185,387 |
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.
|
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. |
| |
| |
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