Registered number 03959429
accesso Technology Group plc
(formerly Lo-Q plc)
2013 Annual report and financial statements
accesso Technology Group plc (formerly Lo-Q plc)
Contents of the consolidated financial statements
for financial period ended 31 December 2013
Company information
Introduction and key financial highlights
Chairman's report
Chief executive officer’s report
The board of directors
Strategic report
Report of the directors
Report of the independent auditors to the members of accesso
Technology Group plc
Consolidated statement of comprehensive income
Consolidated statement of financial position
Company statement of financial position
Consolidated statement of cash flow
Company statement of cash flow
Statement of changes in equity
Notes to the consolidated financial statements
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1
accesso Technology Group plc (formerly Lo-Q plc)
Company information
for financial period ended 31 December 2013
Directors:
Secretary:
Registered office:
John Weston, Non-executive Chairman
John Alder, Executive
Anthony Bone, Non-executive
Steve Brown, Executive
Tom Burnet, Executive
Matt Cooper, Non-executive
David Gammon, Non-executive
Leonard Sim, Executive
D Armour
Equiniti David Venus Limited
Thames House
Portsmouth Road
Esher
Surrey
KT10 9AD
Thames House
Portsmouth Road
Esher
Surrey
KT10 9AD
Registered number:
03959429 (England and Wales)
Auditors:
Bankers:
BDO LLP
Kings Wharf
20-30 Kings Road
Reading
Berkshire
RG1 3EX
Lloyds Bank plc
The Atrium
Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU
2
accesso Technology Group plc (formerly Lo-Q plc)
Introduction and key financial highlights
for financial period ended 31 December 2013
accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to the global attractions and leisure industry,
announces audited preliminary results for the 14 months ending 31 December 2013. The results demonstrate strong double-digit
growth across our key financial metrics, the continued global sales momentum across our expanded product suite and the broadening
of our capabilities into new markets and new geographies.
As previously announced, the group has changed its accounting reference date to 31 December in order to better align the group’s year
end with those of its major customers and with the sector in general. As such the group is today announcing actual audited results for
the 14 months ending 31 December 2013; audited results for the 12 months ended 4 November 2012 and is presenting unaudited pro-
forma results for the 12 months ended 3 November 2013.
Financial Highlights
Revenue
Adjusted operating profit *
Profit after tax**
Cash from operating activities less capital
expenditure
Net (debt)/ cash
Net assets
Earnings per share – basic (pence)
Adjusted Earnings per share – basic (pence)***
14 months
31
December
2013
(audited)
£m
39.6
3.9
2.0
12 months
3 November
2013
(unaudited
pro-forma)
£m
37.7
4.7
2.9
Period
4 November
2012
(audited)
£m
29.1
3.1
2.5
1.6
(1.2)
23.9
10.23
15.8
2.3
3.6
20.9
15.15
19.2
1.2
8.9
12.4
14.6
14.6
Comparative
pro-forma
period to 2012
+29.6%
+51.6%
+91.6%
+£8.5m
+3.7%
+31.5%
*Adjusted operating profit is defined as operating profit before the deduction of amortization related to acquisitions and acquisition
costs.
** Assumes estimated effective rate of tax of 16% for the pro-forma period.
*** Adjusted for costs of amortization related to acquisitions and acquisition costs and the estimated impact on tax of these
adjustments.
A period of strong growth – adding skills, complementary services and reach to our operations
•
•
•
Earnings accretive acquisitions of accesso, LLC. and Siriusware, Inc.. - strengthening our technology platform,
expanding our capabilities and providing direct access into new leisure industry verticals
Completed senior level changes to further align the business for long term growth – ensuring we have the
right people focusing on the right geographies with the right skills
Changed name to accesso Technology Group – better reflecting the group’s expanded capabilities and
expertise
accesso LoQueueSM
more and more guests out of queue lines
– evidenced increased momentum with new and existing customers and winning across our product set to take
•
•
Extended our relationships with key customers, securing Qbot extension at Dollywood and leveraging our
Qband product to expand our work with a major US theme park operator
Continued traction with Qband, winning mandates at Palace Entertainments’ Raging Waters, Dollywood’s
Splash Country and Camelbeach Mountain Waterpark
accesso Passport® – won mandates across ticketing, mobile and eCommerce driving attraction attendance and increasing
engagement
•
•
Landmark agreement signed between accesso and with AAA – The Auto Club Group South in the US which
sees Passport become the club’s exclusive eCommerce ticketing solutions platform
Palace Entertainments, utilizing both Qband and the accesso Passport eCommerce platform
3
accesso Technology Group plc (formerly Lo-Q plc)
Introduction and key financial highlights
for financial period ended 31 December 2013 (continued)
Post-Period End Highlights
•
•
•
•
•
•
Three year agreement with Holiday World & Splashin’ Safari to provide accesso Passport eCommerce platform–
first attraction to leverage integration with Siriusware Salespoint Solution already installed
Agreement with Premier Parks LLC to install accesso Passport ticketing suite’s eCommerce solution at Wet ‘n’ Wild Phoenix
and Wet ‘n’ Wild Hawaii - Premier now using accesso Passport solutions across entire estate
Three year agreement with Delaware North Companies Parks & Resorts at KSC, Inc. to provide eCommerce and mobile
ticketing support to the world-renowned Kennedy Space Center Visitor Complex
Siriusware has signed new agreements with iFLY Virginia Beach, Jasper Tramway Acquisition Corporation, African Lion Safari &
Game Farm LTD., Holocaust Museum Houston and the National Aquarium in Baltimore
Renewal of our agreements with Heide Park in Germany, part of Merlin Entertainments Group, Blackpool Pleasure Beach and
with Dreamworld in Australia
First win for accesso Passport in Europe with the signing of a three year contract with Compagnies Des Alpes to install the
solution at five parks in Holland and Belgium
• Memorandum of Understanding (“MOU”) signed for the first Qsmart installation in Asia at The Movie Animation Park Studios
in Ipoh, Malaysia
4
accesso Technology Group plc (formerly Lo-Q plc)
Chairman’s report
for financial period ended 31 December 2013
A record period
Today’s results are evidence of an excellent and transformative period for accesso. We have made great strides in implementing our
growth strategy and it is gratifying to see our newly enlarged team working so cohesively together, delivering on the opportunities we
see.
The group has delivered a strong financial performance, with good organic growth in our queuing business supplemented by new
growth made possible by the acquisition of accesso, LLC. in December 2012. Pleasingly, our performance continues to be driven by both
new standalone mandates across each of our business areas as well as deeper penetration, cross selling and upselling of the full offering
within new and existing sites.
Over the operating season a number of parks across our estate experienced record-breaking days in respect of both queuing and
ticketing solution uptake. Our participative revenue models ensured that this resulted in good revenue growth across our increased
geographic footprint.
We have also delivered on a number of important operational and strategic milestones, with joint wins for our ticketing and queuing
products, as well as extending and deepening relationships with a number of the very largest operators in our space, such as Palace
Entertainments. Such wins send a clear signal to other operators about the increasingly strategic nature and value of our solutions.
Our team
During the period, the accesso product development and operational teams have continued to work hard and increasingly closely
together to generate today’s strong results. Their work, and that of all our staff, has contributed to this excellent performance. I thank
all of our colleagues for their energy, enthusiasm and innovative spirit. It is a real asset to our group which I and the entire Board are
thankful for.
Building for the future
On 5 December 2012, we announced the transformational acquisition of accesso, LLC.: a leading US ticketing and eCommerce company.
This was a significant milestone for the business, evidenced by contract momentum and subsequent joint wins for our queuing and
ticketing products.
On 5 December 2013, we announced the acquisition of Siriusware, Inc., which marked another important day for our team. The
acquisition strengthens our existing product offering, takes us into new markets, new geographies and extends our reach to new
verticals particularly the snow sports and cultural sector. Bringing the Siriusware and accesso teams together aligns two highly
complementary product offerings, further establishing the opportunity to build a trusted, proven and supplier of scale across multiple
Leisure markets. I look forward to reporting our progress in this endeavour in the coming months.
We are already evidencing sales progress and, post-period-end, have announced that Holiday World & Splashin’ Safari will be installing
accesso’s leading eCommerce platform making it the first attraction to integrate accesso technology with Siriusware Salespoint Solution,
already providing comprehensive point of sale system for both the theme park and water park.
Adding these two strong businesses to our world-class technology platform propels us even further ahead with our goal of being the
leading and most innovative supplier of technology solutions to the leisure and attractions industry. In total we serve eight of the
world’s top theme park groups and, as we continue to grow our reputation, we believe this will help us to further deepen our
relationships with more and more attraction owners and operators globally.
Looking ahead
With our expanded technology offering, new parks yet to install and operate, new markets from which to derive additional
opportunities, our dedicated and expanded team will have much to focus on in 2014. I am confident they will maintain that focus in a
period which promises greater opportunity for the enlarged group. I am also confident that we can continue to generate premium
growth from our operations as the goal of improving guest experiences in order to increase revenue becomes ever more strategic to the
major players in the industry we serve.
John Weston
Non-Executive Chairman
5
accesso Technology Group plc (formerly Lo-Q plc)
Chief executive officer’s report
for financial period ended 31 December 2013
Financial Review
As our Chairman has stated, this is an excellent set of results for accesso.
The group delivered growth of 51.6% in adjusted operating profit for the 12 months unaudited pro-forma period ended 3 November
2013 (‘2013 pro-forma period’) against our 12 months ended 4 November 2012 and performed comfortably ahead of market
expectations for the year.
The adjusted operating profit for the 14 months ended 31 December 2013 was £3.9m (2013 pro-forma period: £4.7m and 2012: £3.1m).
The statutory operating profit for the 14 months ended 31 December 2013 was £2.4m; the reduction against the 12 months ended 4
November 2012 reflects the costs of acquisition incurred during the year of £0.5m, the amortisation of the newly acquired intangible
assets and the typical seasonality experienced within the Theme Parks for the additional months of November and December. Group
revenues for the 2013 pro-forma period increased by 29.6% to £37.7m (2012: £29.1m) and finished at £39.6m for the audited 14
months ended 31 December 2013.
Today’s results highlight the continued resilience to our business, spread as it is across multiple geographies and increased verticals
within the Leisure industry. As we continue to extend our reach, particularly into our target expansion market of Asia, and as we begin
to realise the full benefits of the Siriusware acquisition we firmly believe that this resilience will strengthen further still.
Several of our key indicators have continued to show growth during the period. Average revenue per guest increased by 8.9%
supported by a 2% year-on-year increase in overall park attendance. This continued growth in the appeal and adoption of our products
is driven by our improved sales and marketing efforts and the continued migration of customers to premium-priced solutions.
Cash
Cash from operating activities less capital expenditure, was £2.3m for the pro-forma 12 month period which was 91.6% higher than
2012.
Our closing net debt balance of £1.2m is better than our expectations, after accounting for the funds discharged in connection with the
acquisitions and the board believes that the company is in a strong financial position at the period end.
New Banking Facility
As previously announced, in February 2013 we successfully negotiated a new dollar denominated, banking arrangement with Lloyds
Bank. This facility was further extended in December 2013 to support the Siriusware acquisition and allows the group to draw down up
to £8.5m. The terms of this facility offers agreed rates of 1.5% above LIBOR on drawings up to £5m (this tranche is due to expire in
December 2017) and 2% above LIBOR on drawings above £5m (this tranche is due to expire in December 2015). The agreed rate on
uncommitted funds is 0.6% and 0.8% on the respective elements. The total available for drawdown is subject to annual step downs of
£2m on 3 December of 2014, 2015, 2016 and is fully repayable in February 2017.
Reporting Currency
The group is currently reviewing its functional currency in line with the respective accounting standard (IAS 21) and depending on the
outcome of this review may report future consolidated results in United States Dollars.
Tax
The tax charge for the period of £0.2m benefitted substantially relating to deductions on the amortization of intangibles, non-reversing
tax deductions in the UK and US relating to employee share option exercises and revised prior period research and development claims.
Intellectual Property and Research & Development
A key strength and foundation of our business is the wide-ranging portfolio of patents and IP innovations upon which our product set is
established. The group remains committed both to the protection of this portfolio as well as the extension of it where appropriate.
As in previous periods, we have acquired additional patents that allow us to continue to differentiate our offering, enhance the group’s
capabilities and extend our technological leadership within the leisure and attractions industry. As such, the group
6
accesso Technology Group plc (formerly Lo-Q plc)
Chief executive officer’s report
for financial period ended 31 December 2013 (continued)
is also committed to defending our investments in IP from infringement. Finally, as demonstrated last period with the signing of the
group first IP licensing agreement for one of our patent families, we continue to explore opportunities of licensing of our IP where
appropriate and advantageous.
Our commitment to invest in technology is unchanged and total research and development expenditure, excluding patents, within the
enlarged group was £1.6m in the period (2012: £0.85m) of which 64% was capitalised (2012: 48%), with this % increase representing the
resources specifically allocated to accelerate the development of our eCommerce platforms.
Dividend
The board maintains its view that the payment of a dividend is unlikely in the short to medium term with cash better invested in
product development, complementary M&A as demonstrated by the accesso and Siriusware acquisitions and other growth focused
investment opportunities.
Operational Review
At the heart of the accesso strategy is a plan to deliver sustainable growth through both organic and acquisitive means. In this period
we have delivered convincingly on this plan. Operationally, this has been a very exciting time for our team and we have made good
progress in each of our focus areas for growth. We have secured new customers, certain of which are some of the largest operators in
our space. We have delivered combined wins for queuing and ticketing offerings: something we knew would be a strong growth
opportunity when the two businesses came together. We have also deepened our relationships with existing customers, extending
some of our longest-standing relationships further in to the future.
A new chapter
Effective from 12 November 2013, the group has been operating under our new name: accesso Technology Group plc and at the same
time rebranded the technology portfolio to provide consistent marketing across our technology offerings. The name change reflects the
company’s expanded capabilities and expertise gained when it acquired the privately-held ticketing technology and e-commerce firm
accesso, LLC. in late 2012. The new name better encompasses the core capabilities of the enlarged group and better reflects the future
growth ambitions of the business as a whole.
accesso LoQueue
The group’s patented virtual queuing solutions are now marketed under the accesso LoQueue umbrella. We have seen good growth in
queuing revenues across the accesso LoQueue portfolio during 2013.
We remain extremely excited by the potential for our smartphone-based solutions. During the period we successfully rolled out
Qsmart, our smartphone-based, hosted, queuing solution. Qsmart is now operational in three parks globally and there are a number of
other operators, new and existing, who are very interested in the opportunity it presents. Walibi Holland, one of the Netherlands’
leading theme parks was the first European park to adopt Qsmart back in October 2012. Installed in time for the important Halloween
2012 weekend, the park saw a significant and encouraging improvement in sales for the equivalent weekend in 2013.
As global smartphone adoption continues to accelerate we are well placed to ride this trend, keeping pace with the technological
evolution as we continue to update and enhance our smartphone-based queuing solution. With guests visiting parks and now expecting
to use their smartphone to add to and enhance their experience, we continue to be excited about the prospects for Qsmart within our
traditional customers as well as the opportunity to deploy our smartphone technology to single line attractions. Importantly, all of our
new customer enquiries are focusing on Qsmart rather than our proprietary Qbot device.
Regular followers of our story will know that our greatest success in 2012 was the launch of Qband – our award-winning water park
queuing solution. The momentum of this product has continued into 2013, with five new parks signed up and live in this financial
period. Qband is not just an exciting standalone product, but it also continues to serve as a key means through which we can deepen
our penetration into existing customer accounts. For example, during the period Qband was installed at Raging Waters, San Dimas,
extending our relationship with Palace Entertainment as well as securing a five year agreement with Camelbeach Mountain Waterpark:
Pennsylvania’s largest water park.
Qband has also enabled us to continue expanding some of our long-standing relationships. During 2013, we extended the relationship
with Herschend Family Entertainment Group which owns, operates or manages 26 family-oriented theme parks and attractions across
ten US states. Dollywood’s Splash Country water park will also utilise our Qband product for an initial three year period. In addition, the
Group’s Dollywood theme park, Tennessee's most ticketed tourist attraction entertaining more than two million visitors per year,
extended its existing installation of Qbot until 2015.
7
accesso Technology Group plc (formerly Lo-Q plc)
Chief executive officer’s report
for financial period ended 31 December 2013 (continued)
In 2012, we announced an exciting agreement with a major North American operator to install Qbot at two of its parks in the USA.
Pleasingly we have been able to extend this relationship during 2013 expanding our agreement to include the installation of our Qband
product at the operator’s US water park which is the third park we now serve within this group.
In addition, we established a new relationship with Village Roadshow Theme Parks, which installed Qband at Wet'n'Wild Las Vegas for a
five year period.
Finally, we were also awarded a number of contract renewals further highlighting the strength of our technology offerings and
confidence our customers have in our solutions. During 2013, we renewed contracts with Blackpool Pleasure Beach, and post-period
end we were able to renew our agreement with Heide Park in Germany, part of Merlin Entertainments Group and finally with
Dreamworld in Australia. Both Blackpool Pleasure Beach and Dreamworld operate Qsmart alongside Qbot and have had excellent early
customer adoption to the smart phone product.
accesso Passport
The group’s ticketing, mobile and eCommerce solutions continue to be marketed under the accesso Passport umbrella and each has
evidenced a strong performance in the period. During 2013 we have proven the power of the entire product suite, deepened our
relationships with customers, driven attraction attendance and increased visitor engagement. Pleasingly, ticketing volumes were up
more than 15 per cent in the period, and, proving the power and increasing adoption of our mobile solutions, mobile ticketing volumes
increased by more than 475 per cent.
Earlier this year the group signed an important agreement with AAA – The Auto Club Group South in the US. This agreement sees
accesso Passport deployed as the club’s exclusive eCommerce ticketing solutions provider. One of the largest AAA club’s in North
America, The Auto Club Group South has approximately 8.8 million members across eleven states. This represents a significant win for
the group, running for a four year period and highlighting the strength and scale of accesso’s offering, particularly in North America.
In addition to this platform win, we added seven new venues to the accesso Passport portfolio during the period including eCommerce
for Gilroy Gardens, Ocean Breeze Water Park and Rapid Water Park and accesso Mobile apps for four additional International Speedway
Corporation tracks.
Further to this, we achieved another important milestone in January 2013 winning an agreement with Palace Entertainments, the
largest operator of water parks in the United States and operating a total of 40 attractions in North America, to install products from
both accesso LoQueue and accesso Passport ranges. As a result Qband was installed at Raging Waters, California’s largest water park
and Noah’s Ark, the largest water park in the US, began utilising accesso Passport online ticketing. Excitingly, this win now means that
Palace Entertainments has installed accesso Passport solutions at all 18 of its theme parks and water parks across North America.
Post-period end
Post-period end, new business momentum has continued as operators once again start to look at areas of investment in order to
enhance visitor experience for the 2014 season.
At the beginning of this current financial period, the group signed a new business agreement with Premier Parks, LLC to provide online
ticketing and eCommerce support for two Wet ‘n’ Wild water parks in North America. In addition to nine other leisure venues operated
by Premier, the accesso Passport ticketing suite’s eCommerce solution is now also being leveraged at its newest sites; Wet ‘n’ Wild
Phoenix and Wet ‘n’ Wild Hawaii. In addition, last year the group signed a five year agreement with Wet ’n’ Wild Phoenix to install the
accesso LoQueue Qband solution. This new contract also expands this existing relationship with the park as well as deepening the
strong affiliation with Premier.
Post-period end, we also announced a three year agreement with Delaware North Companies Parks & Resorts at KSC, Inc. to provide
eCommerce and mobile ticketing support to the world-renowned Kennedy Space Center Visitor Complex.
During the first part of this financial period, we have also signed a three year Memorandum of Understanding (“MOU”) for our first
Qsmart installation in Asia at The Movie Animation Park Studios in Ipoh, Malaysia. This is a very exciting agreement for us as we begin to
forge deeper ties with attractions in the important Asian market and also evidences the value of our agreement with Sanderson Group
in the region.
8
accesso Technology Group plc (formerly Lo-Q plc)
Chief executive officer’s report
for financial period ended 31 December 2013 (continued)
We are also delighted to have been able to announce our first ticketing win in Europe. We have signed a three year agreement with
Compagnies des Alpes (“CDA”) to provide the accesso Passport eCommerce solution for five CDA parks in Belgium and Holland. A key
part of the strategic rationale underpinning the accesso acquisition was the opportunity to leverage existing European relationships to
generate agreements across our product lines and this agreement is evidence that this is now coming to life: in 2012 the group signed a
three year agreement with CDA to install Qsmart at Walibi Holland, one of the Netherland’s top theme parks and this new agreement
builds on that existing relationship to include accesso Passport. Not only will accesso’s eCommerce solution be installed at Walibi
Holland alongside the Qsmart system, CDA will also deploy the technology at Walibi Belgium, Bellewaerde Park, Aqualibi Belgium, and
Dolfinarium.
Finally, as early evidence of the cross-selling opportunities Siriusware brings to the group, in February 2014 we announced a three year
agreement with Holiday World & Splashin’ Safari to provide those attractions with the accesso Passport eCommerce platform. Holiday
World represents the first installation now integrating both accesso and Siriusware solutions. Elsewhere Siriusware have maintained
good sales momentum with a number of new customers signed up post period end.
Staying ahead
Technology is at the heart of what we do and we have continued to invest in further refining and improving our offering.
The clearest evidence of this is in the constant evolutions we make to our existing products which include enhancing capabilities,
improving power management, and increasing flexibility. Each of our products is a part of a broad portfolio and the linkages between
them are becoming more important particularly as we widen the scope of our offering beyond theme parks and water parks. For
example, during the year we have updated our award-winning Qband system to incorporate an improved RFID chip to allow broader
integration with other systems. We have also improved the display and installed a new checkpoint scanner to reduce overall
installation cost.
For our original handheld queuing device, Qbot, we have developed additional functionality to allow parks to offer a wider variety of
price packages and attraction bundles to their customers. In addition, we have added features which allow devices to be registered
anywhere in the park, not just upon entry. This additional capability means that our in-park sales teams have more opportunities to sell
Qbot solutions by seeking out guests anywhere in the park including those already standing in line.
At the same time, work on our eCommerce solution has also been completed during 2013 and the early part of 2014 and we have
recently launched the 5th version of our Shopland ecommerce store. The new system delivers a fully responsive, seamless buying
experience across any device be it desktop, a tablet or a smartphone. These improvements to usability and accessibility across multiple
devices are a development thread that binds all our solutions together.
We have also been working on the natural evolution of our Qsmart platform – to create a platform to enable a queueless theme park –
which is possible for the first time since the arrival of the smartphone. The technology has been under development since the summer
of 2013 and undergone a number of successful if limited tests in a live theme park environment. We look forward to further developing
the system over the rest of 2014.
We have also looked hard at the pricing strategy of our traditional queuing product and over the 2013 season collected a great deal of
data to allow us to more clearly evaluate strategies for 2014. As a result we are going into the coming season with a simplified pricing
approach and which we hope will lead to deeper sales penetration and an improved in park experience for guests. So far, we have seen
an excellent response to this simplified approach.
An enlarged, experienced team
We have completed a number of organisational changes during the period. The senior team that joined at the time of the accesso, LLC.
acquisition is now fully integrated into the wider business. In addition, we are benefiting from the skills and experience of the strong
team that joined us from Siriusware.
In order that we continue to provide opportunities for our people and in keeping with our intention to cultivate a one firm approach, I
am extremely pleased that we have extended our staff stock option schemes across the group – now in excess of 160 full time
employees. We have received very positive feedback about the scheme and remain committed to creating an environment where our
people are proud to work.
9
accesso Technology Group plc (formerly Lo-Q plc)
Chief executive officer’s report
for financial period ended 31 December 2013 (continued)
Extending our reach
Expanding the group’s geographic reach remains an important part of the accesso strategy. During the period, we have continued to
focus efforts on the Asian market place, the fastest-growing theme and water park market globally.
In September 2012 we announced our partnership with Sanderson Group: an Australian multi-national corporation with over 23 years’
experience in delivering high quality, themed tourist attractions.
Our efforts in Asia are beginning to bear fruit as we continue to forge strong relationships with attraction operators in the region.
During 2013 we signed our first ever agreement with Village Roadshow Theme Parks: Australia's largest theme park operator and
another strategic partner of Sanderson Group, to install our Qband technology at Village Roadshow’s Wet’n’Wild properties in Las
Vegas and Phoenix.
We are also delighted to be announcing the signing of an MOU confirming the first Asian customer for Qsmart at The Movie Animation
Park Studios in Ipoh, Malaysia, due to open in 2015. The pipeline of new business has been developing well across the region and
relocating a senior member of our team to Malaysia has certainly given this added momentum.
Positioning our business for the future
At the heart of its strategic ambition, the board’s vision is to build a trusted and proven technology supplier of increasing scale across
multiple Leisure markets. It is this ambition that led the group to the immediately earnings accretive acquisitions of accesso, LLC. on 4
December 2012 and, exactly one year later, Siriusware, Inc.. on 4 December 2013.
The acquisition of accesso, LLC. brings together two highly complementary businesses with extremely synergistic technologies. The
combination of our established queuing business, with the ticketing and eCommerce capabilities of accesso, LLC. presents an excellent
opportunity for the enlarged group to further defend and deepen existing client relationships. It also opens up an important strategic
bridgehead into adjacent Leisure verticals, such as zoos and cultural attractions, and enhances our ability to develop new products,
particularly in mobile.
The addition of Siriusware adds another new dimension. Based in the US, Siriusware offers a fully integrated suite of software and
hardware solutions and professional services to the leisure industry. It adds value to our firm in a number of ways, taking us in to new
markets, new geographies and further strengthens our already world-class technology platform. Importantly, not only does the
acquisition strengthen accesso’s penetration in existing verticals, such as amusement parks and waterparks, it also provides the group
with direct access into new verticals, in particular the ski and snow sports sector and cultural attractions.
The Board firmly believes that both acquisitions will enable the group to deliver even more value to current and future customers by
working together to further expand our innovative solutions. These acquisitions align likeminded teams and highly complementary
product offerings. We are still at a relatively early stage in the integration progress, but as recent announcements have highlighted, we
have already begun to evidence sales synergies we outlined as part of the transaction.
Summary and Outlook for 2014
To summarise, 2013 was another successful year for accesso. We have delivered double-digit growth across our key financial metrics
and evidenced an excellent operational performance across our expanded product set.
As we move into 2014, I am particularly encouraged by the opportunities opening up to cross sell our enlarged technological offerings
and by those opportunities in the Asian market as well as the strong uptake and development of our mobile solutions. Across the globe,
people are becoming more and more technology literate and guests are now visiting attractions and expecting to use their smartphone
to add to and enhance their experience. As global smartphone adoption continues to accelerate we are well placed to capture the next
level of growth across our ticketing and queuing business.
Looking ahead, I am once again excited by the prospects for 2014 for our enlarged group and have great confidence in the abilities of
our expanded team.
Tom Burnet
Chief Executive Officer
10
accesso Technology Group plc (formerly Lo-Q plc)
The board of directors
for financial period ended 31 December 2013
John Weston, Non-executive Chairman
John Weston is the former Chief Executive of British Aerospace and BAE Systems where he served from 1998 to 2002, when it was a
£12.5 billion business employing more than 120,000.
Today in addition to serving as chairman for the premiere technology solutions provider to the attractions and leisure industry, he chairs
several other companies: MB Aerospace, a supplier of machined engine components to the aero-engine industry; Fibercore, a
manufacturer of specialty optical fibers; and Torotrak plc, developers in the commercial application of gearless traction drive
technology.
Weston joined accesso in May 2011 and serves as a member of the company’s audit and remuneration committees.
John Alder, Chief Financial Officer
John Alder is a Chartered Accountant who qualified with Coopers and Lybrand (PricewaterhouseCoopers). He subsequently held Finance
Director and Controller positions in quoted and private pan-European businesses. Prior to joining accesso, Alder spent 4 years as
European Controller and Interim Finance Director of private equity backed Palletways Group Limited, supporting the Continental
European development of Europe’s largest and fastest growing palletized freight network business.
He was appointed Chief Financial Officer of the Company in August 2009.
Anthony Bone, Non-executive Director
Tony Bone spent more than 30 years in the IT industry. He spent 20 years with International Computers Limited (ICL) the large UK
computer hardware, computer software and computer services company responsible for hardware design, software design, consultancy
and general management.
He was one of the founder directors of the OSI Group, the Management Consultancy which specialized in program and project
management, and IT. Bone now acts as an investor in, and non-executive director in, a number of companies. Bone joined accesso
in 2001, and in addition to normal board duties, provides advice in product strategy and development to the company, along with
serving on the audit committee, and chairing the remuneration committee.
Steve Brown, Chief Operating Officer - North America
As Chief Operating Officer – North America and Europe at accesso, Steve Brown leads the day-to-day operations throughout North
America and Europe.
Like many attractions industry veterans, Brown’s early theme park career began during college as an hourly employee at the Walt
Disney World Resort in Orlando. After a break to pursue his MBA, he returned to Disney where he held a variety of roles with increasing
responsibility in financial planning and pricing strategy including development of revised multi-day admission offerings to incorporate
the opening of Disney’s Animal Kingdom. In 1999, Brown was named Director, Walt Disney World Ticketing where he led all aspects of
the Resort’s ticketing process across its nine gated attractions including pricing strategy, fulfillment operations, training and financial
management.
In 2002 he was named Vice President, Revenue Management for the Disneyland Resort in Anaheim, California. Brown successfully drove
dramatic growth in park admissions and hotel revenues through significant changes to strategic and promotional pricing, the
introduction of new ticket options and by leveraging technology to expand sales distribution channels. In this broad based executive
role, he held primary financial accountability for the Resort’s hotel and ticket revenues, led all promotional and strategic pricing efforts,
and managed the attendance forecasting and visitation research functions. In 2005 his role was expanded to encompass line-of-
business responsibility for the Disneyland Annual Passholder program including acquisition and renewal marketing, passholder
experience optimization, CRM and pricing strategy. Brown’s contributions were key to the Disneyland Resort’s 2005-2006 record
financial performance during the celebration of the landmark attraction’s 50th anniversary.
Prior to joining accesso, Brown served as the corporate Vice President of Ticket Strategy and Sales for Six Flags. While at Six Flags, he led
a 220 person sales force responsible for driving nearly 35% of the company’s admissions revenue. Brown championed an overhaul of
the company’s eCommerce process, which doubled the already significant online sales and established Six Flags’ national partnerships
with major distributors including Expedia, Travelocity, Best Buy Reward Zone and Costco. He led a comprehensive, research based
review of the company’s ticket pricing and developed the strategic plan for 2007 price adjustments across the company’s North
American theme parks and water parks. The implementation of this plan contributed significantly to 2007 attendance growth and the
company’s positive cash flow results for the first time in its history.
11
accesso Technology Group plc (formerly Lo-Q plc)
The board of directors (continued)
for financial period ended 31 December 2013
Steve Brown, Chief Operating Officer - North America (continued)
Brown received his MBA from the Goizueta Business School at Emory University in Atlanta and graduated with a BS in Marketing from
the University of South Florida in Tampa.
Tom Burnet, Chief Executive Officer
Tom Burnet joined accesso as the CEO in late 2010 and is responsible for the company’s leadership, strategic direction and growth.
Burnet has a passion for technology and relishes the opportunity to solidify accesso’s position as the premier technology solutions
provider for the theme park and attractions industry. Burnet has taken a less traditional path into the theme park and attractions
industry. Previously he served as Managing Director for a division of Serco Group plc, a global outsourcing company, overseeing the
5000 person Defence Services division.
He also has been involved in creating, growing and running several businesses and started his career as the UK’s youngest Army Officer.
He also has an MBA.
Armed with a model that’s regional, scalable and operationally leveragable, he believes accesso can grow to become a billion-dollar
business and a cornerstone of the industry’s supply chain.
Matt Cooper, Non-executive Director
Matt Cooper is the chairman of Octopus Capital Limited and Octopus Investments Limited. He also serves as Executive Chairman of
AIM-listed Imaginatik plc, and also holds further directorships at both private and public companies and of consumer body, Which?
Financial.
Prior to joining Octopus, Cooper was the principal managing director of Capital One Bank (Europe) plc where he was responsible for all
aspects of the company’s strategic direction and day-to-day operations in Europe. He led the UK portion of the business from start-up to
two million customers, generating revenues of over £275 million and employing more than 2,000 employees.
Cooper joined accesso in September 2012 and is Chairman of the audit committee and a member of the remuneration committee.
David Gammon, Non-executive Director
David Gammon has widespread experience in developing and building technology based businesses. Since 2001, Gammon has focused
on finding, advising and investing in UK technology companies. Gammon founded Rockspring, an advisory and investment firm, which
focuses on early stage technology companies and where Gammon continues as CEO today. Other current positions include non-
executive directorships at Imaginatik plc and Frontier Developments plc. He is Group Strategic Advisor to Marshall of Cambridge
(Holdings) Limited.
Previous experience includes NED and advisor at artificial general intelligence company DeepMind Technologies Limited, advisor to
Hawkwood Capital LLP, NED at real time location technology specialist Ubisense Trading Limited, NED at internet TV specialist Amino
Technologies plc, NED at smart metering and software company BGlobal plc and acting CFO at internet specialist Envisional Solutions
Limited. Earlier in his career David worked as an investment banker for over 15 years.
Leonard Sim, Founding Director
Leonard Sim is the inventor of accesso’s LoQueue virtual queuing system, which was conceived while he ran Tellurian, a sales agency in
data communication devices and software. Previously, Sim ran technical sales teams for Rockwell Semiconductor and Ferranti
Semiconductor after a period as an electronics engineer at Plessey Radar. He gained an Honours Electronic Engineering degree from
Heriot-Watt University, Edinburgh in 1971.
Sim’s responsibilities include business development, strategic planning, product marketing and managing the engineering team.
12
accesso Technology Group plc (formerly Lo-Q plc)
Strategic report
for financial period ended 31 December 2013
Review of Business
The results for the period and financial position of the company and the group are as shown in the annexed financial statements and
explained in the Chairman’s report and Chief Executive Officer’s statement.
Principal risks and key performance indicators
The board has identified the principal risks and uncertainties which it believes may impact the group and its operations as well as a
number of key performance indicators with which to measure the progress of the group.
Principal risks and uncertainties
In line with groups of a similar size, the group is managed by a limited number of key personnel, including executive directors and senior
management, who have significant experience within the group and the sectors it operates within and who could be difficult to replace.
Executive remuneration plans, incorporating long-term incentives, have been implemented to mitigate this risk.
A key risk relates to the high concentration of revenue derived from particular customers or guests of particular theme parks groups.
The group continues to increase its operating parks, including the introduction of additional park operators by introducing new
technologies and extending its geographical presence. In addition the group continues to seek appropriate complimentary acquisitions
to reduce reliance on specific customers, sectors or geographies.
The group has a very seasonal business with revenue and cash flows predominantly linked to leisure venue attendance which, with the
current profile of business, peak in the summer months. Attendance at leisure venues can be impacted by circumstances outside the
control of the group including inclement weather, consumer spending capability within the regions we operate together with operator
venue pricing, discount policies, investment capability, safety record and marketing.
A significant proportion of revenues of the business are denominated in US dollars. Although the majority of expenditure is also
denominated in this currency, there remains an exposure to movements between sterling and US dollars. This exposure is managed via
entering into appropriate forward contracts.
It is of fundamental importance in maintaining a sustainable long-term business that the group is aware and takes action to mitigate
competitive threats, whether from technological change, or from competition. Effort is directed to ensure that the group invests in
appropriate and focused research and development activity and monitors technological advances and competitor activity. Linked to
this, the group is committed to protecting its technology by the development and, or purchase of patents and will take appropriate
action to defend its intellectual property rights or ensure infringers are licensed.
Key performance indicators
Key performance indicators are used to measure and control both financial and operational performance. Guest attendance, revenues,
margins, costs and cash are trended to ensure plans are on track and corrective actions taken where necessary. Product development
performance is also monitored and tracked through measurement against agreed milestones. In addition, further key performance
indicators include the number of parks where our technology is implemented, the proportion of guests that utilise our products and the
sales mix of services offered.
Risk management and internal control
The board is satisfied that the group’s risk management and internal control systems are adequate. At this stage the board do not
consider it to be appropriate to establish an internal audit function.
On behalf of the board:
John Alder
Chief Financial Officer
24 March 2014
13
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors
for financial period ended 31 December 2013
The directors present their report with the financial statements of the company and the group for the fourteen month financial
period ended 31 December 2013.
Dividends
No dividends will be proposed for the financial period ended 31 December 2013.
Research and development
The group's research and development activities relate to the development of virtual queuing technologies, by applying state of the art
communications and information technology. During the financial period ended 31 December 2013 the group invested £1,595,905
(2012 – £849,313) into research and development.
Directors
The directors during the period under review were:
John Weston, Non-executive Chairman
John Alder, Executive
Anthony Bone, Non-executive
Steve Brown, Executive (appointed 4 December 2012)
Tom Burnet, Executive
Matt Cooper, Non-executive
David Gammon, Non-executive
Leonard Sim, Executive
The company paid for sufficient directors and officer’s indemnity insurance during the period, and to the date of approval of these
financial statements, to enable the directors to carry out their duties.
The beneficial interests of the directors holding office on 31 December 2013 in the issued share capital of the company were
as follows:
Ordinary share capital £0.01 shares
As at 31 December 2013
As at 4 November 2012
or date of appointment
John Weston, Non-executive Chairman
John Alder, Executive
Anthony Bone, Non-executive
Steve Brown, Executive
Tom Burnet, Executive
Matt Cooper, Non-executive
David Gammon, Non-executive
Leonard Sim, Executive
55,700
6,612
201,517
1,723,916
-
22,442
38,000
2,043,575
55,700
6,612
381,517
-
-
-
38,000
2,493,575
Details of the directors' share options are disclosed on page 19.
Financial instruments
Details of the group's financial risk management objectives and policies, including the use of financial instruments, are
included within the accounting policies in Note 2 to the financial statements.
14
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors (continued)
for financial period ended 31 December 2013
Substantial shareholdings
As at 18 March 2014 the company had been notified that the following were interested in 3% or more of the ordinary share
capital of the company.
Number of Ordinary Shares
% of Issued Ordinary Share
Capital
BlackRock Investment Management
Prudential plc group of companies
FIL Limited
Standard Life Investments Limited
Mr Leonard Sim, Director
Mr Steve Brown, Director
accesso Employee Benefit Trust (On behalf of Mr
Tom Burnet, Director)
Annual general meeting
2,056,545
1,551,640
1,215,338
1,113,963
2,043,575
1,723,916
853,818
10.18%
7.68%
6.02%
5.51%
10.12%
8.53%
4.23%
The annual general meeting of the company will be held on Tuesday 27th May 2014. The notice convening the meeting is
enclosed with these financial statements.
Branch registration
The company operates a branch in Germany.
Corporate governance
The company’s shares are traded on the Alternative Investment Market of the London Stock Exchange. The company is not
required to report on compliance with the UK Corporate Governance Code (“the Code”), the board of directors
acknowledges the importance of the principles of the code and also the recommendations of the Quoted Companies
Alliance in its publication “Corporate Governance Guidelines for Smaller Quoted Companies” and seeks to apply them as
appropriate to the company given its nature and size.
The board of directors comprises three executive directors and four independent non-executive directors, one of whom is
the chairman, on 4 December 2012 a fourth executive director was appointed. The company holds board meetings regularly
throughout the year at which financial and other reports are considered. The board is responsible for formulating, reviewing
and approving the group’s strategy, budgets and major items of expenditure.
The committees of the board
The following committees have been established to assist the board in fulfilling its responsibilities:
Audit committee
The members of the audit committee are David Gammon, Anthony Bone, John Weston and Matt Cooper, who chairs the
committee.
The committee met twice during the year to fulfil its duties. The Chairman, Chief Executive Officer, Chief Finance Officer and
external auditors attended meetings by invitation.
The committee is comprised of independent non-executive directors only and its terms of reference are to promote
appropriate standards of integrity, financial reporting, risk management and internal controls. This committee is responsible
for overseeing the involvement of the group’s auditors in the planning and review of the group’s financial statements, any
other formal announcements relating to the group’s financial performance, for recommending the appointment and fees of
its auditors, and for discussing with the auditors the findings of the audit and issues arising from the audit. It reviews the
group’s compliance with accounting, legal and listing requirements. It is also responsible, along with the board, for
reviewing the effectiveness of the systems of internal control. The committee considers the independence and objectivity of
the auditors with regard to the way in which they conduct their audit duties. The committee looks to ensure that the
auditors’ independence is not compromised by their undertaking of non-audit
15
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors (continued)
for financial period ended 31 December 2013
Audit committee (continued)
The audit committee’s recommendation is that BDO LLP be reappointed as the company’s auditors and an appropriate
resolution will be put before the shareholders at this year’s annual general meeting.
Remuneration committee
The members of the remuneration committee are David Gammon, Matt Cooper, John Weston and Anthony Bone who
chairs the committee.
The committee met three times during the year to fulfil its duties. The committee considers and approves specific
remuneration packages for each executive director following consultation with the chairman. In accordance with guidelines
set by the board, the committee determines the group’s policy on remuneration of senior executives and the operation of
share option schemes and the grant of options. Remuneration of non-executive directors is set by the executive directors.
It is considered that the composition and size of the board does not warrant the appointment of a nominations committee
and appointments are dealt with by the board as a whole. The need to appoint such a committee is subject to review by the
board.
Going concern
After making appropriate enquiries, the directors have a reasonable expectation that the group has adequate
resources to continue in operational existence for the foreseeable future. We are confident that the group outlook for 2014
is strong and underlying this, the business continues to perform well with a strong balance sheet and cash position. For this
reason, the board continue to adopt the going concern basis in preparing the accounts.
Disabled employees
The group's policy is one of equal opportunity in the selection, training, career development and promotion of staff. The
group has a policy not to discriminate against disabled employees for those vacancies that they are able to fill and will
provide facilities, equipment and training to assist any disabled persons employed.
All necessary assistance with initial training courses will be given. Once employed, a career plan will be developed so as to
ensure suitable opportunities for each disabled person. Arrangements will be made, wherever possible, for re-training
employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Employees
The group's policy is to consult and discuss with employees, by way of meetings and through personal contact by directors
and other senior executives, matters likely to affect employees' interests.
Information on matters of concern to employees is given in meetings, handouts, letters and reports, which
seek to achieve a common awareness on the part of all employees on the financial and economic factors
affecting the group's performance.
Relations with shareholders
The company and board recognise the importance of developing and maintaining good relationships with their
shareholders. There have been regular dialogues with shareholders during the year including holding briefings with analysts
and other investors including staff shareholders. The company also uses the annual general meeting as an opportunity to
communicate with its shareholders. All directors are expected to attend the annual general meeting with the chairman of
the audit, remuneration and nominations committees being available to answer shareholders’ questions.
Notice of the date of the 2014 annual general meeting is included with this report. Separate resolutions on each
substantially separate issue, in particular any proposal relating to the annual report and accounts, will be made at the
annual general meeting.
16
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors (continued)
for financial period ended 31 December 2013
Relations with shareholders (continued)
Non-audit/tax advisory services will always be benchmarked by management to ensure value for money, auditor objectivity
and independence of advice.
Directors’ responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors
have elected to prepare the group and company financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and
of the profit or loss of the group and company for that period. The directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative
Investment Market.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to
any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
•
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable
them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website.
Financial statements are published on the company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility
also extends to the ongoing integrity of the financial statements contained therein.
Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act
2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a
director in order to make himself aware of any relevant audit information and to establish that the group's auditors are
aware of that information.
Auditors
A resolution approving the re-appointment of BDO LLP will be proposed at the forthcoming annual general meeting.
Remuneration committee policy
The policy is to provide remuneration packages for executive directors which aim to attract and retain high quality
executives and which link their reward to the group’s performance. The committee regularly reviews the effectiveness of
incentive schemes and, where considered necessary or appropriate in order to maximise shareholder value, the committee
will consider updating existing scheme rules and/or implementing new schemes.
17
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors (continued)
for financial period ended 31 December 2013
Executive Directors’ remuneration package
The components of the remuneration package are base salary and benefits, bonuses, pension contributions and long-term
incentive arrangements. Base salaries are reviewed by the committee annually, normally in January. The executives may
also receive bonuses, depending on whether certain financial, operational or strategic objectives are met. The annual
standard bonus plan for the executive directors has a maximum threshold of between 20% and 50% of base salary and
exceptional bonuses are considered at the committee’s discretion. The benefits packages offered include private health
insurance and payments to money purchase pension schemes. Notice periods for all executive directors are set at six
months.
Details of the directors’ emoluments who served during the current or prior period are also set out below:
Directors’ emoluments
Non - executive
Directors
John Weston
Anthony Bone (1)
Matt Cooper (3)
David Gammon (1)
John Lillywhite (4)
Executive Directors
John Alder (2)
Steve Brown (2 & 5)
Tom Burnet
Leonard Sim
2013
14 Months
2012
12 months
2013
14 Months
2012
12 Months
Salary
£000
Fees (1)
£000
Bonus Other
£000
£000
Total
£000
Total
£000
Pension contributions
£000
£000
-
5
5
5
-
170
184
266
68
58
31
31
31
-
-
-
-
-
-
-
-
-
-
69
68
134
11
-
-
-
-
-
12
5
1
1
58
36
36
36
-
251
257
401
80
50
30
5
30
25
181
-
297
93
-
-
-
-
-
18
-
23
6
47
-
-
-
-
-
15
-
18
6
39
Totals
703
151
282
19
1,155
711
(1) Fee payments in respect of the services provide by Anthony Bone and David Gammon were paid
to IXXI Ltd and Rockspring respectively.
(2) John Alder and Steve Brown are US citizens and part of US healthcare programs.
(3) Appointed 1 September 2012.
(4) Resigned 1 September 2012.
(5) Appointed 4 December 2012.
18
accesso Technology Group plc (formerly Lo-Q plc)
Report of the directors (continued)
for financial period ended 31 December 2013
Share option scheme
The share options of the directors are set out below:
5 November
2012 or date of
appointment
Granted/
(Exercised) in
the period
31
December
2013
Exercise
price
Date from
which
exercisable
Expiry date
Directors
John Alder
Steve Brown
Tom Burnet
Leonard Sim
Non-executive directors
15,000
75,000
160,000
-
110,000
100,000
(15,000)
(35,000)
-
-
-
(100,000)
-
40,000
160,000
-
110,000
-
28.5p
57.5p
156p (1)
-
1.025p
25p
30/09/2009
25/06/2010
10/03/2012
-
2/12/2011
11/04/2009
30/09/2018
24/06/2019
9/03/2021
-
1/12/2020
11/04/2018
John Weston
Anthony Bone
Matt Cooper
David Gammon (2)
69,444
40,000
-
80,000
-
-
30,400
-
69,444
40,000
30,400
80,000
144p
156p
600p
156p
18/04/2012
10/03/2012
25/04/2015
10/03/2012
17/04/2021
9/03/2021
25/04/2023
9/03/2021
(1) Options may only be exercised when the share price is above £1.82.
(2) Held by Rockspring on behalf of David Gammon.
Exercises in the period
On 21 February 2013, John Alder exercised options over 50,000 ordinary shares. The exercise prices of the options
were 28.5p for 15,000 and 57.5p for 35,000, recording a pre-tax gain of £225,850.
On 22 July 2013, Leonard Sim exercised options over 100,000 ordinary shares. The exercise price of the options was
25.0p recording a pre-tax gain of £592,250.
Employee benefit trust share subscription and Tom Burnet equity incentive plan
On 10 March 2011, the remuneration committee of the board recommended, and the board approved, an incentive
arrangement pursuant to which the company lent its employee benefit trust (‘’EBT’’) £1,331,956, and the EBT
subscribed for 853,818 new ordinary shares of 1 penny each in the company (‘’New Ordinary Shares’’).
The EBT plan subsequently granted Tom Burnet an interest in the growth in value above a share price of £2 per
share in the New Ordinary Shares. In addition the EBT granted Tom Burnet an option to acquire, in relation to half
of the new ordinary shares (426,909), the EBT’s interest in the value between £1.30 and £2, provided that at the
date of exercise the share price is above £1.82.
The shares are registered in the name of Lo-Q (Trustees) Limited, a wholly owned subsidiary of the company. John
Alder, Leonard Sim and Anthony Bone are directors of Lo-Q (Trustees) Limited.
On behalf of the board:
John Alder
Chief Financial Officer
24 March 2014
19
accesso Technology Group plc (formerly Lo-Q plc)
Report of the independent auditors to the members of accesso Technology Group plc
for the 14 month financial period ended 31 December 2013
We have audited the financial statements of accesso Technology Group plc for the financial period ended 31 December
2013 which comprise the group statement of comprehensive income, the group and parent company statements of
financial position, the group and parent company statements of cash flow, the group and parent company statements of
changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by European Union and, as regards the
parent company financial statements, as applied in accordance with the provisions of Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the director’s responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
www.frc.org.uk/auditscopeukprivate.
is provided on the FRC’s website at
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 31 December 2013 and of the group’s profit for the period then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report and strategic reports for the financial period for which the
financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,
in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Simon Brooker (senior statutory auditor)
For and on behalf of
BDO LLP, statutory auditors
Reading, United Kingdom
24 March 2014
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
20
accesso Technology Group plc (formerly Lo-Q plc)
Consolidated statement of comprehensive income
for the 14 month financial period ended 31 December 2013
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit before costs of acquisition and amortisation
charges on acquired intangibles
Costs of acquisition
Amortisation relating to acquisitions
Operating profit
Finance costs
Finance income
Profit before tax
Income tax
Profit for the period
Other comprehensive income
Exchange differences on translating foreign operations
Other comprehensive income for the period,
net of tax
Total comprehensive income for the period
Profit attributable to
Owners of the parent
Total comprehensive income attributable to
Owners of the parent
Earnings per share expressed
in pence per share:
Basic
Diluted
Notes
2013
14 Months
£000
2012
12 Months
£000
3
5
10
6
6
7
39,628
29,137
(25,864)
(22,326)
13,764
(11,393)
3,905
(539)
(995)
2,371
(160)
9
2,220
(233)
1,987
6,811
(3,717)
3,094
-
-
3,094
-
59
3,153
(632)
2,521
(811)
(85)
(811)
1,176
(85)
2,436
1,987
2,521
1,176
2,436
9
9
10.23
9.89
14.56
13.94
The notes on pages 27 to 60 form part of these consolidated financial statements.
All activities of the company are classified as continuing.
21
accesso Technology Group plc (formerly Lo-Q plc)
Consolidated statement of financial position
Registered Number : 03959429
Notes
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Income tax receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Income tax payable
Net current assets
Non-current liabilities
Deferred tax liabilities
Borrowings
Total liabilities
Net assets
Shareholder’s equity
Called up share capital
Share premium
Own shares held In trust
Other reserves
Retained earnings
Translation reserve
Total equity
10
11
17
13
14
15
16
17
18
19
2013
£000
19,943
1,986
3,945
25,874
487
2,567
934
3,312
7,300
33,174
3,249
-
3,249
4,051
1,533
4,525
6,058
9,307
2012
£000
1,233
1,450
284
2,967
456
1,033
-
8,914
10,403
13,370
764
206
970
9,433
43
-
43
1,013
23,867
12,357
202
15,930
(1,332)
1,616
8,193
(742)
23,867
175
6,655
(1,332)
584
6,206
69
12,357
Total shareholder’s equity
23,867
12,357
The financial statements were approved by the Board of Directors on 24 March 2014 and were signed on its behalf by:
Tom Burnet
Chief Executive Officer
The notes on pages 27 to 60 form part of these consolidated financial statements.
22
accesso Technology Group plc (formerly Lo-Q plc)
Company statement of financial position
Registered Number: 03959429
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Investments
Deferred tax
Current assets
Inventories
Trade and other receivables
Tax receivable
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Corporation tax payable
Net current assets
Non-current liabilities
Deferred tax
Borrowings
Total liabilities
Net assets
Shareholders’ equity
Called up share capital
Share premium
Other reserves
Retained earnings
Translation reserve
Total equity
Total shareholders’ equity
Notes
10
11
12
17
13
14
15
16
17
18
19
2013
£000
1,389
1,259
9,011
437
12,096
282
13,901
685
1,774
16,642
28,738
508
-
508
2012
£000
1,233
1,437
1
284
2,955
177
4,745
-
6,139
11,061
14,016
425
163
588
16,134
10,473
71
4,525
4,596
5,104
43
-
43
631
23,634
13,385
202
15,930
1,076
6,428
(2)
23,634
23,634
175
6,655
584
5,971
-
13,385
13,385
The financial statements were approved by the Board of Directors on 24 March 2014 and were signed on its behalf by:
Tom Burnet
Chief Executive Officer
The notes on pages 27 to 60 form part of these consolidated financial statements.
23
accesso Technology Group plc (formerly Lo-Q plc)
Consolidated statement of cash flow
for the 14 month financial period ended 31 December 2013
Cash flows from operating activities
Cash generated from operations
Tax paid
Net cash from operating activates
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
Purchase of intangible fixed assets
Purchase of property, plant and equipment
Interest received
Net cash used in investing activities
Cash flows from financing activities
Share issue
Interest paid
Proceeds from borrowings
Net cash from financing activities
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
24
10
10
11
6
6
24
24
2013
14 Months
£000
2012
12 Months
£000
4,674
(1,034)
3,640
(11,875)
(1,149)
(884)
9
(13,899)
292
(160)
4,525
4,657
(5,602)
8,914
3,312
4,063
(753)
3,310
-
(453)
(1,642)
59
(2,036)
142
-
-
142
1,416
7,498
8,914
The notes on pages 27 to 60 form part of these consolidated financial statements.
24
accesso Technology Group plc (formerly Lo-Q plc)
Company statement of cash flow
for the 14 month financial period ended 31 December 2013
Cash flows from operating activities
Cash generated from operations
Tax paid
Net cash (used)/generated from operating activities
Cash flows from investing activities
Purchase of intangible fixed assets
Purchase of property, plant and equipment
Interest received
Net cash used in investing activities
Cash flows from financing activities
Share issue
Interest paid
Proceeds from borrowings
Net cash from financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
24
10
11
6
24
24
2013
14 Months
£000
2012
12 Months
£000
(7,154)
(756)
(7,910)
(674)
(468)
9
(1,133)
292
(139)
4,525
4,678
(4,365)
6,139
1,774
2,376
(694)
1,682
(453)
(1,638)
59
(2,032)
142
-
-
142
(208)
6,347
6,139
The notes on pages 27 to 60 form part of these consolidated financial statements.
25
accesso Technology Group plc (formerly Lo-Q plc)
Statement of changes in equity
for the 14 month financial period ended 31 December 2013
Group
Share
capital
Retained
earnings
Share
premium
Other
reserves
At 5 November 2012
Profit for period
Foreign exchange
Issue of share capital
Issue of share capital:
accesso, LLC. acquisition
Issue of share capital:
Siriusware, Inc. acquisition
Share-based payments
Share option tax credit
At 31 December 2013
At 1 November 2011
Profit for period
Foreign exchange
Issue of share capital
Share-based payments
Share option tax credit
At 4 November 2012
£000
175
-
-
4
18
5
-
-
202
171
-
-
4
-
-
175
£000
6,206
1,987
-
-
-
-
-
-
£000
6,655
-
-
288
5,893
3,094
-
-
£000
584
-
-
-
-
-
112
920
Own
shares
held in
trust
£000
(1,332)
-
-
-
-
-
-
-
Translation
reserve
Total
£000
69
-
(811)
-
-
-
-
-
£000
12,357
1,987
(811)
292
5,911
3,099
112
920
8,193
15,930
1,616
(1,332)
(742)
23,867
3,685
2,521
-
-
-
-
6,516
-
-
139
-
-
6,206
6,655
239
-
-
-
84
261
584
(1,332)
-
-
-
-
-
154
-
(85)
-
-
-
9,433
2,521
(85)
143
84
261
(1,332)
69
12,357
Company
Share
capital
Retained
earnings
Share
premium
Other
reserves
Translation
reserve
Total
£000
£000
£000
£000
£000
£000
At 5 November 2012
Profit for period
Foreign exchange
Issue of share capital
Share-based payments
Share option tax credit
At 31 December 2013
At 1 November 2011
Profit for period
Issue of share capital
Share-based payments
Share option tax credit
At 4 November 2012
175
-
-
27
-
-
202
171
-
4
-
-
175
5,971
457
-
-
-
-
6,655
-
-
9,275
-
-
584
-
-
-
112
380
6,428
15,930
1,076
3,632
2,339
-
-
-
6,516
-
139
-
-
5,971
6,655
239
-
-
84
261
584
26
-
-
(2)
-
-
-
(2)
-
-
-
-
-
-
13,385
457
(2)
9,302
112
380
23,634
10,558
2,339
143
84
261
13,385
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements
for financial period ended 31 December 2013
1.
Accounting policies
Basis of preparation
Accesso Technology Group plc (formerly Lo-Q 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 Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD.
The financial period represents the 60 weeks and 2 days to 31 December 2013 (prior financial year 52 weeks and 6
days to 4 November 2012) during the period the company changed its accounting reference date from 4 November
to 31 December, accordingly the comparative amounts within these financial statements are not comparable. The
consolidated financial statements for the 60 weeks and 2 days to 31 December 2013 comprise the financial
statements of the company and its subsidiaries ('group'). The group's principal activities are the development and
application of ticketing, mobile and eCommerce technologies and virtual queuing solutions for the attractions and
leisure industry.
Statement of compliance with IFRS
The group's financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) International Accounting Standards Interpretations (collectively IFRSs) issued by the International Accounting
Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”).
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, unless otherwise stated.
The following new standards have been adopted during the period
•
•
•
IFRS 13 Fair Value Measurement (effective 1 January 2013)
Amendment to IAS 12 Income Taxes (effective 1 January 2012)
Amendment to IAS 12 Employee Benefits (effective 1 January 2013)
The adoption of the above new standards has not had a material impact on the financial statements during the
period ended 31 December 2013.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not effective for 2013 and therefore
have not been applied in preparing these accounts. The effective dates shown are for periods commencing on the
date quoted.
•
•
•
IFRS 9 Financial Instruments (to be confirmed)
IFRS 10 Consolidated Financial Statements (effective 1 January 2014)
IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2014)
The group has considered the above new standards, interpretations and amendments to published standards that
are not yet effective and concluded that they are either not relevant to the group or that they would not have a
significant impact on the group's financial statements, apart from additional disclosures.
27
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Basis of accounting
The financial statements of accesso have been prepared in accordance with EU Endorsed International Financial
Reporting Standards and IFRIC interpretations (IFRS) and the Companies Act 2006 applicable to companies reporting
under IFRS. The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are noted below.
Critical estimates and judgements
The group makes judgements and assumptions concerning the future that impact the application of policies and
reported amounts. The resulting accounting estimates calculated using these judgements and assumptions may not
equal the related actual results but are based on historical experience and expectations of future events. The
judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in
the financial statements are discussed below.
Impairment of assets
Financial and non-financial assets including other intangibles are subject to impairment reviews based on whether
current or future events and circumstances suggest that their recoverable amount may be less than their carrying
value. Recoverable amount is based on a calculation of expected future cash flows which includes management
assumptions and estimates of future performance.
If there is an indication that impairment exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which
this asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever
there is an indication that the asset may be impaired.
Recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of the
future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately, unless the relevant asset is carried at a re-valued amount, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised as income immediately
unless the relevant asset is carried at a re-valued amount, in which case the reversal of the impairment loss is
treated as a revaluation increase.
Impairment of non-financial assets (excluding inventories and deferred tax assets)
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken
annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or
changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of
an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is
written down accordingly.
28
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Impairment of non-financial assets (excluding inventories and deferred tax assets) (continued)
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out
on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash
generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the group's CGUs that are expected
to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in
other comprehensive income. An impairment loss recognised for goodwill is not reversed.
Useful lives of intangible assets
Intangible assets are amortised over their estimated useful lives. Useful lives are based on the management’s
estimates of the period that the assets will generate revenue, which are periodically reviewed for continued
appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged
to the consolidated income statement in specific periods. More details including carrying values are included in note
10.
Determination of fair values of intangible assets acquired in business combinations
The fair value of intangible assets acquired in business combinations is based on a method appropriate to the
specific intangible asset. The accesso, LLC. intangible assets were derived as follows:
•
•
Customer relationships on multiple period excess earnings; and
Internally developed technology on an estimated cost to recreate the intellectual property.
Siriusware, Inc.’s intangible assets were derived as follows:
•
•
•
Internally developed technology on a multiple period excess earnings method;
Customer relationships on a cost based approach; and
Trademarks on a relief from royalty method.
Income taxes
The group is subject to income tax in several jurisdictions and significant judgement is required in determining the
provision for income taxes. During the ordinary course of business, there are transactions and calculations for which
the ultimate tax determination is uncertain. As a result, the group recognises tax liabilities based on estimates of
whether additional taxes and interest will be due. The group believes that its accruals for tax liabilities are adequate
for all open audit years based on its assessment of many factors including past experience and interpretations of tax
law. This assessment relies on estimates and assumptions and may involve a series of complex judgements about
future events. To the extent that the final tax outcome of these matters is different than the amounts recorded,
such differences will impact income tax expense in the period in which such determination is made.
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can be deducted.
Where the temporary differences are related to losses, the availability of the losses to offset against forecast taxable
profits is also considered.
Deferred tax arising on business combinations reflects the difference in tax base and book base. The tax base of the
intangible assets depends on the local jurisdiction and the nature of the acquisition as to whether a stock or asset
purchase.
Basis of consolidation
The consolidated financial statements incorporate the results of accesso and all of its subsidiary undertakings as at
31 December 2013 using the acquisition method of accounting. The results of subsidiary undertakings are included
from the date of acquisition.
Disclosure and details of the subsidiaries are provided in note 12.
29
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Basis of consolidation (continued)
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.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
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.
The acquisition of subsidiaries is accounted for using the purchase 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. The acquiree’s identifiable assets, liabilities
and contingent liabilities that meet the conditions under IFRS3 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.
Subsidiaries
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies
generally accompanying a shareholding of more than half of the voting rights. The results of subsidiaries are
included in the group income statement from the date of acquisition.
Revenue recognition
Revenue primarily arises from the development and application of virtual queuing technologies and the rental of
such technology by theme park, water park or attraction guests, eCommerce ticketing and the sale of point of sale
hardware and software.
Revenue, in relation to virtual queuing, represents either total rentals, net of sales taxes, to theme park, water park
or attraction guests, where the group is responsible for the operation within the park or attraction, or the group’s
share of such rental. Where total revenue is accounted for, the park operators share of such rental is included within
cost of sales.
Ticketing revenue is recognised on a transactional basis and point of sale revenue is recognised on transfer of the
goods or services.
Revenue also includes, where applicable, revenue from the sale of an installed system to a new or existing park
operator, which is recognised on delivery of the system.
Interest expense recognition
Expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the
financial liability.
Employee expenses
The group has applied the requirements of IFRS 2 share-based payment. In accordance with the transitional
provisions, IFRS2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as
of 1 January 2007.
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. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting period, based on the group's estimate of
shares that will eventually vest.
30
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Employee expenses (continued)
Fair value is measured by use of a Black-Scholes model for all share options in issue. 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.
Commitments under operating leases
Where substantially all of the risks and rewards incidental to ownership are not transferred to the group (an
“operating lease”), the total rentals payable under the lease are charged to the consolidated statement of
comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is
recognised as a reduction of the rental expense over the lease term on a straight-line basis.
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 so as to write off the cost of assets over their estimated useful lives, using the straight-line
method, on the following bases:
Plant and machinery
Office equipment
Installed systems
Furniture and fixtures
33.3%
33.3%
25 – 33.3% or seasons within life of contract
20.0%
For installed systems the depreciation is charged over a season of operation as this directly reflects the period of
operation of the assets in which economic benefits are generated.
Inventories
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow
moving items. Stocks are calculated on a first in first out basis.
Park installations are valued on the basis of the cost of stock 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 statement 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).
31
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Deferred tax (continued)
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 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.
Goodwill and intangible assets
Goodwill is carried at cost less any provision for impairment. Intangible assets are valued at cost less amortisation
and any provisions for impairment.
Goodwill arising on business combinations (representing the excess of fair value of the consideration given over the
fair value of the separable net assets acquired) is capitalised and its subsequent measurement is based on annual
impairment reviews, with any impairment losses recognised immediately in the income statement. Direct costs of
acquisition are recognised immediately in the income statement as an expense.
Externally acquired intangible assets
Intangible assets are capitalised at cost and amortised to nil by equal annual 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 (see note 10). The
significant intangibles recognised by the group and their useful economic lives are as follows:
•
•
•
Brand name over 5 years
Customer relationships over 15 years
Intellectual property over 5-7 years
Internally generated intangible assets (research and development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
•
•
•
•
•
•
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.
Capitalised development costs are amortised over the periods the group expects to benefit from selling the products
developed, which is estimated to be 3 and 5 years. The amortisation expense is included within research and
development expenses in the consolidated income statement.
32
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Goodwill and intangible assets (continued)
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal
projects are recognised in the consolidated income statement as incurred.
Research and development
In accordance with IAS 38 'Intangible Assets', expenditure incurred on research and development is distinguished as
either to a research phase or to a development phase.
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 strict criteria, relating in particular to technical
feasibility and generation of future economic benefits.
Development expenditure is capitalised and amortised within administrative expenses on a straight line basis over
its useful economic life, which is considered to be up to a maximum of 5 years. The group has contractual
commitments for development costs of £nil (2012: £nil).
Intellectual property rights and patents
Intellectual property rights comprise assets acquired, being external costs, relating to know how, patents and
licences and 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 and 9 years.
Foreign currency exchange
Transactions entered into by group entities in a currency other than the currency of the primary economic
environment in which they operate (their "functional currency") are recorded at the rates ruling when the
transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the
reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities
are recognised immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net
investment in a foreign operation, in which case exchange differences are recognised in other comprehensive
income and accumulated in the foreign exchange reserve along with the exchange differences arising on the
retranslation of the foreign operation.
Exchange gains and losses arising on the retranslation of monetary available for sale financial assets are
treated as a separate component of the change in fair value and recognised in profit or loss. Exchange gains
and losses on non-monetary available for sale financial assets form part of the overall gain or loss recognised in
respect of that financial instrument.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those
ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on
the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences on
translating the opening net assets at opening rate and the results of the overseas operations at actual rate are
recognised in other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences recognised profit or loss in group entities' separate financial statements on the
translation of long-term monetary items forming part of the group's net investment in the overseas operation
concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on
consolidation offset by any exchange differences on foreign currency borrowings qualifying as a hedge of a net
investment in a foreign operation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange
reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of
comprehensive income as part of the profit or loss on disposal.
33
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Pension costs
Contributions to the group's defined contribution pension scheme are charged to the profit and loss account in the
period/ year in which they become due.
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. Other than financial assets in a qualifying hedging relationship, the group's accounting policy
for each category is as follows:
• Loans and 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.
• Trade receivables are initially recognised by the group and carried at original invoice amount less an allowance
for any uncollectible or impaired amounts. An estimate for doubtful debts is made when collection of the full
amount is no longer probable. Bad debts are written off when they are identified as being bad. Other receivables
are recognised at fair value.
• 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 cash flow statement. Bank overdrafts are shown within loans
and borrowings in current liabilities in the statement of financial position.
•
Impairment is recognised if there is objective evidence that the balance will not be recovered.
• The group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the
statement of financial position.
• Fair value through profit or loss: This category comprises only ‘in the money’ foreign exchange derivatives (see
‘Financial Instruments’ below). Other than these derivative financial instruments, the group does not have any
assets held for trading nor has it designated any financial assets as being at fair value through profit or loss.
Financial liabilities
With the exception of financial liabilities in a qualifying hedging relationship, the group treats its financial liabilities in
accordance with the following accounting policy:
• Trade payables and other short-term monetary liabilities are recognised at fair value and subsequently at
amortised cost.
• Bank borrowings 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.
• Fair value through profit or loss: This category comprises only ‘out of-the-money derivatives’ (see ‘financial
instruments’ below). Other than these derivative financial instruments, the group does not have any liabilities
that are accounted for at fair value through profit or loss.
Financial instruments
Financial instruments are used to manage the financial risks arising from the business activities of the group and the
financing of those activities. There is no trading in financial instruments.
34
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Financial instruments (continued)
Forward exchange contracts: Where forward exchange contracts are used to manage foreign currency exchange
risk, they are valued by deducting the year end spot rate from the discounted contractual forward price. The
discounted contractual forward price is based on market discount rates for similar instruments at the statement of
financial position date. Any material movement in the valuation of the forward element of these contracts is
recognised directly in the consolidated Income statement within administration expenses.
Equity instruments regarding share capital
Equity instruments are recorded at the proceeds received, net of direct issue costs.
Employee benefit trust (EBT)
As the company is deemed to have control of its EBT trust, it is treated as a subsidiary and consolidated for the
purposes of the consolidated financial statements. 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 statement of financial
position as if they were treasury shares.
35
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
2.
Financial risk management
Overview:
The group has exposure to the following risks from its use of financial instruments:
Liquidity risk;
Interest rate risk;
Credit risk; and
•
•
•
• Market risk.
This note presents information about the group’s exposure to each of the above risks and the group’s policies and
processes for measuring and managing these risks. The risks are managed centrally following board approved
policies. The group operates a centralised treasury function in accordance with board approved policies and
guidelines covering funding and management of foreign exchange exposure and interest rate risk. Transactions
entered into by the treasury function are required to be in support of, or as a consequence of, underlying
commercial transactions.
Other than short-term trade receivables and trade payables, as detailed in notes that arise directly from operations
the group’s financial instruments comprise cash. The fair values of these instruments are not materially different to
their book values. The objective of holding financial instruments is to raise finance for the group’s operations and
manage related risks. The group’s activities expose the group to a number of risks including liquidity risk, interest
rate risk, credit risk and market risk. The group manages these risks by regularly monitoring the business and
providing ongoing forecasts of the impact on the business.
Liquidity risk
The group closely monitors its access to bank and other credit facilities in comparison to its outstanding
commitments to ensure it has sufficient funds to meet its obligations as they fall due. The group finance function
produces regular forecasts that estimate the cash inflows and outflows for the next 12 months, so that management
can ensure that sufficient financing is in place as it is required. The groups objective is to maintain a balance
between continuity of funding and flexibility through the use of banking arrangements in place.
Maturity analysis
The table below analyses the group’s financial liabilities on a contractual gross basis based on amount outstanding at
the balance sheet date up to maturity date:
31 December 2013
Less than
6 months
Between 6
months and
1 year
Between
1 and 5
years
Over 5
years
Total
Maturity analysis
£000
£000
£000
£000
£000
Group
Trade and other payables
Bank loan
Total liabilities
Company
Trade and other payables
Bank loan
Total liabilities
3,249
-
3,249
508
-
508
36
-
-
-
-
-
-
-
4,525
4,525
-
4,525
4,525
-
-
-
-
-
-
3,249
4,525
7,774
508
4,525
5,033
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Maturity analysis (continued)
4 November 2012
Less than
6 months
Between
6 months
and 1 year
Between
1 and 5
years
Over 5
years
Total
Maturity analysis
£000
£000
£000
£000
£000
Group
Trade and other Payables
Total Liabilities
Company
Trade and other Payables
Total Liabilities
48
48
381
381
-
-
-
-
-
-
-
-
-
-
-
-
48
48
381
381
The group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual
cash flows as disclosed above through effective cash management.
Interest rate risk
The group’s interest rate variation arises mainly from interest received on cash deposits. Any contractual
agreements entered into at floating rates expose the entity to cash flow risk, while fixed-rate deposits expose the
entity to fair value risk. The group uses a combination of fixed and floating deposits for its cash balances.
The group has considered the potential impact of falling interest rates on its cash deposits and do not consider this
to have a materially significant impact on the accounts and hence no sensitivity analysis is considered necessary.
The group regularly reviews its funding arrangements to ensure they are competitive with the marketplace.
The table below shows the group’s and company’s financial assets and liabilities that could be affected by the
fluctuation in interest rates split by those bearing fixed and floating rates and those that are non-interest bearing:
31 December 2013
Group
Cash
Total assets
Bank loan
Total liabilities
Total
asset
£000
3,312
3,312
-
-
Total
liability
£000
-
-
(4,525)
(4,525)
Fixed rate
Floating
rate
£000
£000
Non-
interest
bearing
£000
3,312
3,312
(4,525)
(4,525)
-
-
-
-
-
-
-
-
37
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Interest rate risk (continued)
31 December 2013
Company
Cash
Total assets
Bank loan
Total liabilities
4 November 2012
Group
Trade and other
receivables
Cash
Total assets
Trade and other
payables
Total liabilities
Company
Trade and other
receivables
Cash
Total assets
Trade and other
payables
Total liabilities
Fixed rate
£000
-
-
-
-
Floating
rate
£000
1,774
1,774
(4,525)
(4,525)
Non-
interest
bearing
£000
-
-
-
-
Total
asset
£000
1,774
1,774
Total
liability
£000
-
-
-
-
(4,525)
(4,525)
Fixed rate
Floating
rate
Non-interest
bearing
Total asset
12 Months
£000
12 Months
£000
12 Months
£000
12 Months
£000
-
4,639
4,639
-
-
-
4,273
4,273
-
-
315
2
317
(70)
(70)
315
8,914
9,229
-
-
Fixed rate
Floating
rate
Non-interest
bearing
Total asset
£000
-
4,639
4,639
-
-
£000
-
1,498
1,498
-
-
£000
4,676
2
4,678
(399)
(399)
£000
4,676
6,139
10,815
-
-
(399)
(399)
Total
liability
12
Months
£000
-
-
-
(70)
(70)
Total
liability
£000
-
-
-
The bank loan which is subject to a floating rate and the full details of this facility are detailed in note 18.
38
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Credit risk exposure
Credit risk predominantly arises from trade receivables, cash and cash equivalents and deposits with banks. Credit
risk is managed on a group basis. External credit checks are obtained for larger customers. In addition, the credit
quality of each customer is assessed internally before accepting any terms of trade. Internal procedures take into
account customers’ financial position, their reputation in the industry and past trading experience. As a result the
group’s exposure to bad debts is not significant due to the nature of its trade and relationships with customers.
Indeed, the group having considered the potential impact of its exposure to credit risk, having due regard to both
the nature of its business and customers, do not consider this to have a materially significant impact to the results.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions that have
acceptable credit ratings.
Financial assets
Group
Company
Trade and other receivables
Cash
Estimated irrecoverable amounts
2013
£000
2,567
3,312
-
2012
£000
992
8,914
-
2013
£000
13,901
1,774
-
2012
£000
4,717
6,139
-
The maximum exposure is the carrying amount as disclosed in trade and other receivables. The average credit
period taken by theme parks on paying over the queuing system revenue is 14 days. The allowance for estimated
irrecoverable amounts has been made based upon the knowledge of the financial circumstances of individual trade
receivables at the balance sheet date. The group holds no collateral against these receivables at the balance sheet
date.
The following table provides an analysis of trade and other receivables that were past due at 31 December 2013 and
31 October 2012 but against which no provision has been made. The group believes that the balances are ultimately
recoverable based on a review of past payment history and the current financial status of the customers.
Up to 3 months
3 to 6 months
Group
Company
2013
£000
713
-
713
2012
£000
315
-
315
2013
£000
42
-
42
2012
£000
315
-
315
39
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Capital risk management
The group considers its capital to comprise its ordinary share capital, share premium, own shares held in trust, other
reserves, accumulated retained earnings and borrowings as disclosed in the consolidated statement of financial
position on page 22. Further details of the group’s borrowing facilities and undrawn facilitates is included on page
54. The group regularly evaluates its compliance with covenants applicable to their borrowing facilities.
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt.
Foreign currency exposure
The group has overseas operations in the USA, Canada, Italy, Germany, Spain and Australia and as such is exposed to
the risk of foreign currency fluctuations. The main operating currencies of its operations are in sterling, US dollars,
Canadian dollars and euros. The group's currency exposure comprises the monetary assets and liabilities of the
group that are not denominated in the operating or 'functional' currency of the operating unit involved. At the
period end accesso Technology Group plc, was the only group company that has monetary assets in currencies other
than its local currency, sterling. Non - sterling bank balances below:
£42,453 (2012 - £2,440,959) denominated in US dollars
£39,989 (2012 - £158,092) denominated in Australian dollars
£168,110 (2012 - £513,742) denominated in euros.
The group manages risk by its subsidiaries matching revenue and expenditure in their local currency wherever
possible. The group tries to keep foreign intercompany balances as low as possible to avoid translation adjustments.
Given the nature of the groups’ operations and their management of foreign currency exposure they limit the
potential down side risk as far as practicably possible.
To show the impact of the fluctuation of the USD exchange rate on the group financial statements, the table below
shows how the financial period ended 31 December 2013 results would have been impacted by exchange rates of
+/-$0.10.
2013
14 Months
2012
12 Months
Actual
$1.657413
£000
23,866
39,628
1,987
$1.557413
£000
23,904
41,950
2,053
$1.757413
£000
23,833
37,570
1,928
Actual
$1.6105:£1
£000
12,357
29,137
2,521
$1.5105:£1
£000
13,722
30,347
2,847
$1.7105:£1
£000
13,662
27,176
2,234
Group net assets
Group turnover
Group profit for the period
The group’s policy is to utilise forward contracts where appropriate. The group substantially managed its exposure in
2013 by entering in to GBP/US$ forward contracts to mitigate the risk of foreign currency fluctuation. At the balance
sheet date the total notional value of contracts to which the group was committed was US$Nilm (2012: US$5m). The
fair value of a forward contract is considered materially equal to the value paid.
40
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
3.
Business and geographical segments
Segmental analysis
The group’s operating segments under IFRS have been determined with reference to the information presented in
the management accounts reviewed by the board of directors.
The principle revenue generating activity of the group is the provision of technology solutions to the global
attractions and leisure industry.
The group has three operating segments but these are aggregated into one reporting segment due to the nature of
the service lines, customers and sector being very similar.
The group’s revenues, costs, assets, liabilities, currency exposure and cash flows are therefore totally attributable to
this reporting segment.
The definition and reporting of segments will be assessed as the group develops the relative scale or number of
operating segments.
Entity wide disclosures
Analyses of the groups external revenues and non-current assets by geographical location are detailed below:
UK
Other Europe
Australia
USA and Canada
Revenue
Non current assets
2013
14 Months
£000
2012
12 Months
£000
1,010
1,062
101
37,455
766
827
100
27,444
2013
£000
2,474
28
-
19,511
39,628
29,137
22,013
2012
£000
2,551
119
-
94
2,764
Revenue generated in each of the geographical locations is generally in the local currency of the theme park or
attraction based in that location.
Major customers
The group has entered into agreements with theme parks, theme park groups and attractions to operate their
technology in single or multiple theme parks or attractions within the theme park group.
The majority of the ultimate revenue of the business is derived from theme park or attraction guest rentals or the
group’s virtual queuing technology and no single guest forms a significant proportion of the revenue of the group.
However, the ability to generate these guest rentals is fully dependant on the group maintaining and developing
agreements with theme parks or attraction owners to operate its technology. The group does have agreements with
a single theme park group where sales to guests of that theme park group account for a significant and material
amount of total revenue of the group.
41
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
4.
Employees and directors
Wages and salaries
Social security costs
Defined contribution pension costs
Share based payment transactions
2013
14 Months
£000
2012
12 Months
£000
9,390
680
135
112
10,317
4,640
499
93
84
5,316
The average monthly number of employees, by activity, during the period was made up as follows:
Operations
Research & development
Sales
Finance & administration
Marketing
Seasonal staff
Details of directors emoluments can be found on page 18.
2013
14 Months
2012
12 Months
49
41
5
15
3
353
466
20
10
3
9
2
328
372
42
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
5.
Expenses by nature
Park operating costs (including park share of revenue)
Staff costs
Legal and professional costs
Travel
Marketing
Other costs
Other operating leases
Depreciation - owned assets
Amortisation
Research and development
Foreign exchange differences
Auditors’ remuneration
2013
14 Months
£000
2012
12 Months
£000
23,483
6,612
1,208
359
348
2,125
294
813
1,594
563
(811)
21,507
2,287
400
162
183
300
120
669
403
438
(41)
During the period the following services were obtained from the group's auditor at a cost detailed below:
Audit services
Fees payable to company's auditors of the parent company and
consolidated accounts
Fees payable to the company’s auditors for the audit of subsidiaries
Non audit service
Tax compliance
Tax advisory
Corporate finance services
Interim agreed upon procedures
Other non-audit services
6.
Finance income and expense
Bank interest received
Bank interest
Loan note interest relating to acquisition of accesso, LLC.
Refinancing costs
Total Finance Costs
Net finance income
43
2013
14 Months
£000
2012
12 Months
£000
40
18
27
22
40
5
1
44
-
23
-
40
1
1
153
109
2013
14 Months
£000
2012
12 Months
£000
9
(60)
(16)
(84)
(160)
(151)
59
-
-
-
-
59
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
7.
Tax
Analysis of the tax charge
UK corporation tax
Current tax on income for the period
Adjustment in respect of prior periods
Overseas tax
Current tax on income for the period
Total current taxation
Deferred taxation
Original and reversal of temporary differences
Effect of tax rate change on opening balances
Total taxation charge
2013
14 Months
£000
2012
12 Months
£000
241
(90)
151
(11)
140
96
(3)
233
559
(33)
526
86
612
20
-
632
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:
Profit on ordinary activities before tax
2,220
3,153
Tax at the UK corporation tax rate of 23.35% (2012 24.83%)
518
783
Effects of:
Expenses not deductible for tax purposes
Income not chargeable for tax purposes
Profit subject to foreign taxes at an higher marginal rate
Capital allowances in advance of deprecation
Unrelieved tax losses and other deductions arising in the period
Additional deduction for R&D expenditure
Adjustment in respect of prior period – income statement
Adjustment in respect of prior periods – deferred tax
Share scheme deduction
Change in rates
Total tax charge
157
46
70
6
(68)
(86)
(89)
(35)
(284)
(2)
233
12
-
14
91
6
(51)
(34)
-
(191)
2
632
Deferred tax assets and liabilities have been measured at an effective rate of 20% and 40% in the UK and US
respectively (2012: 23% and 40% respectively). The inclusion of legislation to reduce the main rate of corporation tax
from 23% to 21% from 1 April 2014 and then a further reduction to 20% from 1 April 2015 was substantively enacted
on 3 July 2013.
8.
Profit of parent company
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not
presented as part of these financial statements. The parent company's profit for the financial period ended 31
December 2013 was £457,118 (2012 - £2,338,904).
44
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
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.
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).
The following reflects the income and share data used in the total operations and diluted earnings per share
computations.
Earnings
14 Months
£000
2013
Weighted
average
Number of
shares
Per share
amount
(pence)
1,987
19,431
10.23
-
658
1,987
20,089
-
9.89
Earnings
12 Months
£000
2012
Weighted
average
Number of
shares
Per share
amount
(pence)
2,521
17,319
14.56
-
770
-
Basic EPS
Earnings attributable to ordinary shareholdings
Effect of dilutive securities
Options
Diluted EPS
Adjusted earnings
Basic EPS
Earnings attributable to ordinary shareholdings
Effect of dilutive securities
Options
Diluted EPS
Adjusted earnings
2,521
18,089
13.94
45
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
10.
Intangible assets
Goodwill
£000
Customer
relationships
£000
Patent
costs
£000
Group cost
At 1 November 2011
Additions
At 4 November 2012
Foreign currency
translation
Acquired with
subsidiaries
Additions
-
-
-
-
-
-
(246)
(101)
10,241
3,589
At 31 December 2013
9,995
3,488
Amortisation
At 1 November 2011
Charged
At 4 November 2012
Foreign currency
translation
Acquired with
subsidiaries
Charged
At 31 December 2013
Net book value
-
-
-
-
-
-
-
-
-
-
-
-
208
208
At 1 November 2011
Additions
At 4 November 2012
Additions
At 31 December 2013
Amortisation
At 1 November 2011
Charged
At 4 November 2012
Charged
At 31 December 2013
Net book value
At 31 December 2013
At 4 November 2012
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
143
1,632
At 31 December 2013
9,995
At 4 November 2012
-
3,280
-
244
172
Company cost
£000
£000
£000
203
42
245
(1)
27
116
387
40
33
73
-
9
61
203
42
245
88
333
40
33
73
48
Development
costs
Trademarks
Internally
developed
technology
Intellectual
__property
__.__rights
£000
1,714
411
2,125
(4)
155
1,033
£000
£000
-
-
-
(2)
145
-
-
-
(145)
5,517
£000
159
-
159
-
-
Totals
£000
2,076
453
2,529
(499)
19,674
1,149
3,309
143
5,372
159
22,853
740
351
1,091
-
11
530
1,677
1,034
£000
1,713
411
2,124
586
2,710
739
351
1,090
462
-
-
-
-
-
4
4
-
-
-
-
-
783
783
114
18
132
-
-
8
894
402
1,296
-
20
1,594
140
2,910
139
-
4,589
-
£000
£000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19
27
£000
159
-
159
-
159
114
18
132
8
140
19
27
19,943
1,233
£000
2,075
453
2,528
674
3,202
893
402
1,295
518
1,813
1,389
1,233
121
1,552
1,158
1,034
212
172
46
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Acquisition of accesso, LLC.
On 4 December 2012, the group acquired 100% of the voting equity of accesso, LLC., a leading US ticketing and e-commerce
provider to the entertainment sector. The principal reason for this acquisition was to take advantage of the complimentary
opportunities available within the sector in which the group operates.
The revenue included in the consolidated statement of comprehensive income since 5 December 2012 contributed by accesso,
LLC. was £7.0m. accesso, LLC. also contributed gross profit of £6m over the same period.
Had accesso, LLC. been consolidated from 5 November 2012 the consolidated statement of comprehensive income would have
included revenue of £7.18m and gross profit of £6.17m. Acquisition related costs of £0.38m were incurred in relation to this
acquisition and are included within administrative expenses within the statement of comprehensive income for the period.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are:
Book value
£000
Adjustment
£000
Fair value
£000
Identifiable intangible assets
Goodwill
Internally developed technology
Customer relationships
Property, plant and equipment
Receivables and other debtors
Payables and other liabilities
Deferred tax
Cash
Total net assets
Cash paid at completion
Loan note to seller
Equity instruments (1,802,246 ordinary shares)
Cash paid reflecting surplus working capital
Total consideration
Goodwill on acquisition
1,023
-
276
412
(497)
-
398
1,612
3,952
3,952
5,815
372
14,091
(1)
(1),(2)
(1),(3)
(1,023)
3,359
2,660
(29)
(31)
(67)
2,880
-
7,749
-
-
96
(41)
55
-
3,359
2,660
247
381
(564)
2,880
398
9,361
3,952
3,952
5,911
331
14,146
4,785
(1) Fair value of consideration paid, based on exchange rate of £1:$1.6036.
(2) The loan note to seller was repayable on 31 March 2014 with an interest rate of 1.25% for the period to 31
(3)
March 2013 and 2.5% from 1 April 2013 to repayment. The note was fully repaid on 12 March 2013.
In accordance with IFRS 3 Business Combinations (revised 2008) the fair value adjustment to consideration paid
in shares is based on the difference between the share price at the date on which the company obtained
control of accesso and the price determined in the Membership Interest Purchase Agreement for calculating
the number of shares to be issued to the vendors.
The main factors leading to the recognition of goodwill are the presence of certain intangible assets, such as the
assembled workforce of the acquired entity and the expected synergies of the enlarged group which do not qualify
for separate recognition.
The goodwill and intangible assets recognised will attract tax deductions under the applicable local tax jurisdictions.
47
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Acquisition of accesso, LLC. (continued)
The net cash outflow in the year in respect of acquisition comprised:
Cash paid
Net cash acquired
Total cash outflow in respect of acquisition
Acquisition of Siriusware, Inc.
Fair Value
£000
(8,235)
398
(7,837)
On 4 December 2013, the group acquired 100% of the voting equity of Siriusware, Inc., a leading North American provider of
ticketing and point-of-sale software and hardware solutions and professional services to the leisure industry, with particular
strength in the ski and snow sports sector. The principal reason for this acquisition was to further take advantage of the
complimentary opportunities available within the sector in which the group operates.
The revenue included in the consolidated statement of comprehensive income since 5 December 2013 contributed by Siriusware,
Inc. was £0.83m. Siriusware, Inc. also contributed gross profit of £0.68m over the same period.
Had Siriusware, Inc. been consolidated from 5 November 2013 the consolidated statement of comprehensive income would have
included approximate revenue of £7.7m and gross profit of £6.3m. Acquisition related costs of £0.23m were incurred in relation
to this acquisition and are incurred within administrative expenses within the statement of comprehensive income for the period.
Details of the provisional fair value of identifiable assets and liabilities acquired, purchase consideration and
goodwill are:
Provisional
book value
£000
Provisional
adjustment
£000
Provisional
fair value
£000
Identifiable intangible assets
Internally developed technology
Customer relationships
Trademarks
Property, plant and equipment
Receivables and other debtors
Payables and other liabilities
Deferred tax liability
Cash
Total net assets
-
-
-
230
1,278
(1,766)
142
805
689
Cash
Equity instruments (473,130 ordinary shares)
Total consideration
(1)
(1),(2)
4,843
3,197
8,040
Goodwill on acquisition
2,158
929
145
-
-
-
(1,435)
-
1,797
-
(98)
(98)
2,158
929
145
230
1,278
(1,766)
(1,293)
805
2,486
4,843
3,099
7,942
5,456
(1) Fair value of consideration paid, based on exchange rate of £1:$1.6303.
(2)
In accordance with IFRS 3 Business Combinations (revised 2008) the fair value adjustment to consideration paid
in shares is based on the difference between the share price at the date on which the company obtained
control of accesso and the price determined in the Membership Interest Purchase Agreement for calculating
the number of shares to be issued to the vendors.
The goodwill and intangible assets recognised do not attract tax deductions under the applicable local tax
jurisdictions as this classified as a stock acquisition for US tax purposes.
48
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Acquisition of Siriusware, Inc. (continued)
The main factors leading to the recognition of goodwill are the presence of certain intangible assets, such as the
assembled workforce of the acquired entity and the expected synergies of the enlarged group which do not qualify
for separate recognition.
The net cash outflow in the year in respect of acquisition comprised:
Cash paid
Net cash acquired
Total cash outflow in respect of acquisition
Impairment tests for goodwill
Details of goodwill allocated to acquired cash generating units is as follows:
Fair Value
£000
(4,843)
805
(4,038)
Acquired cash generating unit: accesso, LLC.
Acquired cash generating unit: Siriusware, Inc.
£000
4,785
5,456
Goodwill carrying amount
2013
2012
£000
-
-
The recoverable amounts of all the CGU’s have been determined from value in use calculations based on cash flow
projections based on budget and forecast projections and assumes a perpetuity based terminal value.
The key assumptions used for value in use calculations in 2013 are as follows:
2013
Accesso,
LLC.
%
2013
Siriusware,
Inc.
%
19.6
22.0
3.0
19.6
11.0
3.0
Pre tax discount rate
Average operating margin
Terminal growth rate
Operating margins have been based on past experience, where possible, and future expectations in the light of anticipated
economic and market conditions. Discount rates are based on the group’s WACC adjusted to reflect management’s
assessment of specific risks related to the cash generating unit. Growth rates beyond the formally budgeted period are
based on economic data pertaining to the region concerned.
Due to close proximity of the value in use calculations to the acquisitions, the headroom is invariably not significant and
therefore relatively small changes to any of the assumptions above would result in such headroom being reduced to zero.
49
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
11.
Property, plant and equipment
Group
Cost
At 1 November 2011
Additions
At 4 November 2012
Foreign currency translation
Acquired with subsidiaries
Additions
At 31 December 2013
Depreciation
At 1 November 2011
Charged
At 4 November 2012
Foreign currency translation
Acquired with subsidiaries
Charged
At 31 December 2013
Net book value
At 4 November 2013
At 4 November 2012
Company
Cost
At 1 November 2011
Additions
At 4 November 2012
Additions
At 31 December 2013
Depreciation
At 1 November 2011
Charged
At 4 November 2012
Charged
At 31 December 2013
Net book value
At 31 December 2013
At 4 November 2012
Plant,
Machinery
& office
equipment
£000
Installed
systems
£000
Furniture
& fixtures
£000
Leasehold
improvements
£000
322
11
333
(16)
518
143
978
257
41
298
(9)
317
97
703
275
35
220
8
228
41
269
178
28
206
23
229
40
22
551
1,630
2,181
-
-
504
2,685
243
602
845
-
-
623
1,468
1,217
1,336
538
1,630
2,168
427
2,595
230
602
832
593
1,425
1,170
1,336
50
151
1
152
(3)
122
219
490
46
26
72
(1)
74
75
220
270
80
147
-
147
-
147
42
26
68
30
98
49
79
-
-
-
(6)
263
18
275
-
-
-
(1)
34
18
51
224
-
-
-
-
-
-
-
-
-
-
-
-
-
Totals
£000
1,024
1,642
2,666
(25)
903
884
4,428
546
669
1,215
(11)
425
813
2,442
1,986
1,451
905
1,638
2,543
468
3,011
450
656
1,106
646
1,752
1,259
1,437
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
12.
Investments
Investment in subsidiaries
Company
Cost
At 1 November 2011, 5 November 2012
Additions
At 31 December 2013
Net book value
At 4 November 2012
At 31 December 2013
2013
£000
1
9,010
9,011
1
9,011
Name
Country of incorporation
% Effective Ownership
% Voting rights
Lo-Q, Inc.
Lo-Q Service Canada Inc
Lo-Q (Trustees) Limited
Lo-Q Ltd
Accesso, LLC.
Siriusware, Inc.
United States of America
Canada
United Kingdom
United Kingdom
United States of America
United States of America
interest
100
100
100
100
100
100
100
100
100
100
100
100
accesso, LLC. and Siriusware, Inc. are 100% owned by Lo-Q, Inc..
The trade for both Lo-Q, Inc. and Lo-Q Service Canada Inc is that of the application of virtual queue technologies. The
trade of accesso, LLC. is that of the application of ticketing mobile and eCommerce technologies. The trade for
Siriusware, Inc. is that of ticketing and point-of-sale software solutions.
Lo-Q (Trustees) Limited operates an employee benefit trust on behalf of accesso Technology Group plc to provide
benefits in accordance with the terms of a joint share ownership plan. Further details of this can be found on page
19.
13. Inventories
Stock
Park Installation
Group
Company
2013
£000
403
84
487
2012
£000
375
81
456
2013
£000
200
82
282
2012
£000
177
-
177
The amount of inventories recognised as an expense and charged to cost of sales for the period ended 31 December
2013 was £160,642 (2012 £40,177). The park installation balance includes equipment installed at a theme or water
park on a trial basis. This trial has subsequently been converted to a contracted installation post the balance sheet
date.
51
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
14.
Trade and other receivables
Current:
Trade debtors
Amounts owed by group undertakings
Social security and other taxes
Other debtors
VAT
Prepayments and accrued income
Group
Company
2013
£000
1,235
-
-
538
23
771
2012
£000
315
-
-
24
-
694
2013
£000
49
13,733
7
21
25
66
2,567
1,033
13,901
The group’s financial assets are short term in nature. In the opinion of the directors, the book values equate to their
fair value.
15.
Cash and cash equivalents
Petty cash
Short term deposit
Bank accounts
Group
Company
2013
£000
1
-
3,311
3,312
2012
£000
2
4,639
4,273
8,914
2013
£000
1
-
1,773
1,774
Lloyds Bank plc holds security in the form of a debenture, including a fixed charge over the freehold and leasehold
property and a first floating charge over the other assets of the group.
16.
Trade and other payables
Current:
Trade creditors
Social security and other taxes
Sundry creditors
Accruals and deferred income
VAT
Group
Company
2013
£000
257
3
282
2,707
-
3,249
2012
£000
87
41
5
609
22
764
2013
£000
115
-
-
393
-
508
2012
£000
315
4,361
-
19
-
50
4,745
2012
£000
2
4,639
1,498
6,139
2012
£000
62
4
-
341
18
425
The group financial liabilities are short-term in nature. In the opinion of the directors the book values equate to
their fair value.
52
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
17.
Deferred taxation
Group
At 4 November 2012
Charged to income
Charged directly to equity
Business combinations
At 31 December 2013
Company
At 31 October 2011 and 4 November 2012
Charged to income
Charged directly to equity
At 31 December 2013
Deferred taxation
The following table summarises the recognised deferred tax asset and liability.
Group
Recognised asset
Tax relief on unexercised employee share options
Losses and other deductions
Short term timing differences
Business combinations
Deferred tax asset
Recognised liability
Depreciation in excess of capital allowances
Business combinations
Deferred tax liability
Company
Recognised asset
Tax relief on unexercised employee share options
Losses and other deductions
Short term timing differences
Deferred tax asset
Recognised liability
Depreciation in excess of capital allowances
Deferred tax liability
53
Asset
£000
284
104
677
2,880
Liability
£000
(43)
(197)
-
(1,293)
3,945
(1,533)
Asset
£000
284
16
137
Liability
£000
(43)
(28)
-
437
(71)
2013
£000
1,002
19
58
2,866
3,945
255
1,278
1,533
2013
£000
417
19
1
437
71
71
2012
£000
283
-
1
-
284
(43)
-
(43)
2012
£000
283
-
1
284
(43)
(43)
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
18.
Borrowings
Bank loans
Group
2013
£000
4,525
4,525
2012
£000
-
Company
2013
£000
4,525
-
4,525
2012
£000
-
-
On 11 February 2013 the group entered into a US dollar debt facility with Lloyds Bank plc and extended this facility
on 4 December 2013. The facility has a four year term and the maximum available for drawdown, together with the
respective rates for borrowings and unutilised elements of the facility are:
Group – available facility
4 December
2013 to
3 December
2014
3 December
2014 to
3 December
2015
3 December
2015 to
3 December
2016
3 December
2016 to
3 December
2017
Margin above
LIBOR
Commitment
rate
Tranche A
Tranche B
$000
7,500
5,250
$000
7,500
2,250
$000
6,750
-
$000
3,750
-
%
1.5
2.0
%
0.6
0.8
12,750
9,750
6,750
3,750
Tranche A is fully repayable in December 2017 and Tranche B is fully repayable in December 2015.
19.
Called up share capital
Ordinary shares of 1p each
Opening balance
Issued for acquisitions
Issued in relation to exercised share options
2013
Number
17,528,960
2,275,376
398,675
Allotted issued and fully paid
2013
£000
175
23
4
2012
Number
17,170,140
-
358,820
Closing balance
20,203,011
202
17,528,960
On 4 December 2012, the group issued 1,802,246 shares, with a nominal value of £18,022.46, in respect of the
acquisition of accesso, LLC., with a fair value of £5.9m (£3.28 per share). On 4 December 2013, the group issued
473,130 shares, with a nominal value of £4,731, in respect of the acquisition of Siriusware, Inc., with a fair value
of £3.1m (£6.55 per share).
Also, during the period 398,675 shares, with a nominal value £3,987 were allotted following the exercise of
share options.
Following the adoption of new Articles of Association on 12 April 2011 the company no longer has an
authorised share capital.
2012
£000
172
-
3
175
54
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Share option schemes
At 31 December 2013 the following share options were outstanding in respect of the ordinary shares:
Scheme
Number of Shares
Period of option
Price per share
EMI scheme
US unapproved scheme
US scheme
UK unapproved scheme
3,000
110,000
55,235
108,744
31,500
40,000
160,000
32,370
26,216
190,250
120,000
69,444
30,400
25 June 2010 to 24 June 2019
2 December 2011 to 1 December 2020
24 June 2013 to 23 June 2021
30 November 2014 to 29 November 2022
25 April 2015 to 24 April 2023
(1)
10 March 2012 to 9 March 2021 (2)
24 June 2013 to 23 June 2021
30 November 2014 to 29 November 2022
25 April 2015 to 24 April 2023
10 March 2012 to 9 March 2021
18 April 2012 to 17 April 2021
25 April 2015 to 25 April 2023
57.5p
102.5p
179p
323.5p
600p
57.5p
156p
179p
323.5p
600p
156p
144p
600p
(1) Options vested in three equal tranches on the 25 June 2010, 2011 and 2012 and expire on the 10th
anniversary of the grant.
(2) Options may only be exercised when the share price is above £1.82.
Options normally vest over a two or three year period from grant and lapse if the employee leaves
employment.
20.
Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Share premium:
Own shares held in trust:
Other reserve:
Retained earnings:
Translation reserve:
Description and purpose
Amount subscribed for share capital in excess of nominal value.
Weighted average cost of own shares held by the EBT trust.
Reserve to account for share option equity based transactions.
All other net gains and losses and transactions not recognised elsewhere.
Gains/losses arising on retranslating the net assets of overseas operations into
sterling.
55
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
21. Pension commitments
The group operates a defined contribution pension scheme in the UK and USA. The assets of each scheme are held
separately from those of the group in an independently administered fund. The pension charge represents
contributions payable by the group to the fund and amounted to £135,019 (2012 - £92,757). Contributions
amounting to £nil (2012 - £nil) were payable to the fund and are included in creditors.
22.
Related party disclosures
Ultimate controlling party
There is no ultimate controlling party.
Subsidiaries
Management charges of £4,097,214 (2012 - £4,809,169) were received from Lo-Q, Inc. and £113,581 (2012 -
£305,721) from Lo-Q Service Canada Inc. during the period, both 100% subsidiaries of accesso Technology Group plc.
The parent company owed subsidiary Lo-Q, Inc. £85,196 at 31 December 2013 (subsidiary Lo-Q, Inc. owed the
parent £2,640,493 in 2012). Subsidiary Lo-Q, Inc. owed accesso, LLC. and Siriusware, Inc. subsidiaries £929,957 and
£140,342 respectively at 31 December 2013 (£nil in 2012) and subsidiary Lo-Q Service Canada Inc owed the parent
company £426,535 (2012 – £388,363).
Lo-Q (Trustees) Limited owed the parent company £1,331,956 at 31 December 2013 (2012 - £1,331,956).
Other related parties
IXXI Limited, a company in which Anthony Bone, an accesso Technology Group plc director, is a director invoiced the
company in respect of directors fees £30,500 (2012 - £30,000) of which £2,000 (2012 - £2,500) was outstanding at
the period end.
Barnwell Limited, a company in which John Lillywhite, an accesso Technology Group plc director until 1 September
2012, is a director invoiced the company in respect of directors fees £nil (2012 - £25,000) of which £nil (2012 - £nil)
was outstanding at the period end.
Rockspring, a company in which David Gammon, an accesso Technology Group plc director, is a director invoiced the
company in respect of directors fees £30,500 (2012 - £30,000) of which £2,000 (2012 - £2,500) was outstanding at
the period end.
Matt Cooper, an accesso Technology Group plc director, invoiced the company in respect of directors fees £30,500
(2012 - £4,950) of which £2,000 (2012 - £4,950) was outstanding at the period end.
All of the above outstanding amounts are included within trade creditors.
Maven Creative, LLC., a company in which Steve Brown, an accesso Technology Group plc director, is a director and
has a 33% interest, invoiced the group £23,090 in respect of marketing services since being a group director on 5
December 2012 of which £6,998 was outstanding at the period end.
56
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Related party disclosures (continued)
Key management compensation
The key management of the company staff are considered to be the directors and their remuneration is as follows:
Directors’ remuneration
Contribution to directors pension scheme
Employer social security costs
Share based payments
23.
Share-based payment transactions
2013
£000
1,155
47
82
8
1,292
2012
£000
711
39
61
57
868
Equity settled share option schemes. For details of share option schemes in place during the period see note 19.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the
period are as follows:
Outstanding at the beginning of the
period
Granted during the period
Exercised during the period
Leavers, lapsed & other
Outstanding at the end of the period
2013
No
WAEP(pence)
2012
WAEP(pence)
No
1,019,944
413,772
(398,675)
(57,882)
977,159
115.79
498.51
73.28
295.38
284.56
1,364,244
15,000
(358,820)
(480)
1,019,944
94.98
191.50
39.74
179.00
115.79
Exercisable at the end of the period
590,049
140.85
785,944
53.53
The exercise price of options outstanding at 31 December 2013 range between 57.5p and 600.0p (2012 – 3.5p and 191.5p)
and their weighted average contractual life was 9 years (2012 - 9 years).
The weighted average share price at the date of exercise for share options exercised during the period was £5.85 (2012 -
£2.75).
The fair values were calculated using the Black-Scholes valuation method. The inputs to the model were as follows:
Weighted average share price (pence)
Expected volatility %
Expected life years
Risk free rate (%)
Dividend yield (%)
2013
584.88
38.00
1.00
1.00
-
2012
275.18
37.00
1.00
1.00
-
The group did not enter into any share-based payment transactions with parties other than employees during the
current or previous period.
Expected volatility was determined by calculating the historic volatility of the groups share price over the previous
twelve month period. Expected life is based on the groups assessment of the average life of the option following the
vesting period. The market vesting condition was factored into the valuation of shares issued under the EBT trust as
explained on page 19.
57
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
24. Notes to cash flow – reconciliation of profit before tax to cash generated from operations
2013
14 Months
£000
2012
12 Months
£000
2,220
2,407
112
(474)
160
(9)
4,416
(31)
134
155
4,674
3,153
1,072
84
(85)
-
(59)
4,165
39
102
(243)
4,063
2013
14 Months
£000
2012
12 Months
£000
620
1,164
112
(2)
139
(9)
2,024
(105)
(9,156)
83
(7,154)
2,885
1,059
84
-
-
(60)
3,968
(90)
(1,291)
(211)
2,376
Group
Profit before tax
Depreciation and amortisation charges
Share based payment
Foreign exchange
Finance costs
Finance income
(Increase)/decrease in inventories
Decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from operations
Company
Profit before tax
Depreciation charges
Share based payment
Foreign exchange
Finance costs
Finance income
Increase in inventories
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from operations
58
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
Reconciliation of net cash flow to movements in net funds and analysis of net funds
The amounts disclosed on the cash flow statement in respect of cash and cash equivalents are in respect of
these balance sheet amounts.
Group
Cash in hand & at bank
Company
Cash in hand & at bank
At 5 November
2012
£000
8,914
Cash flow
14 Months
£000
Exchange
movement
14 Months
£000
(5,128)
(474)
8,914
(5,128)
(474)
At 5 November
2012
£000
6,139
Cash Flow
14 Months
£000
(4,363)
6,139
(4,363)
Exchange
movement
14 Months
£000
(2)
(2)
At 31 December
2013
£000
3,312
3,312
At 31 December
2013
£000
1,774
1,774
59
accesso Technology Group plc (formerly Lo-Q plc)
Notes to the consolidated financial statements (continued)
for financial period ended 31 December 2013
25.
Commitments under operating leases
Total of future minimum operating lease payments under non-cancellable operating leases:
Group
Land & buildings
Less than one year
Within 2 to 5 years
Other
Less than one year
Within 2 to 5 years
Company
Land & buildings
Less than one year
Within 2 to 5 years
Other
Less than one year
Within 2 to 5 years
2013
£000
261
720
981
71
137
208
68
66
134
32
22
54
2012
£000
91
197
288
23
18
41
60
145
205
18
7
25
Operating leases within ‘Land & buildings’ include the leases of company and group offices.
60