Registered number 03959429
accesso Technology Group plc
2015 Annual report and financial statements
accesso Technology Group plc
Contents of the consolidated financial statements
for the financial year ended 31 December 2015
Company information
Introduction and key financial highlights
Chairman's statement
Chief Executive Officer’s statement
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 Group equity
Statement of changes in company equity
Notes to the consolidated financial statements
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1
accesso Technology Group plc
Company information
for the financial year ended 31 December 2015
Directors:
Secretary:
Registered office:
John Weston, Non-Executive Chairman
John Alder, Executive
Steve Brown, Executive
Tom Burnet, Executive
Matt Cooper, Non-Executive
David Gammon, Non-Executive
Leonard Sim, Executive
Martha Bruce
Bruce Wallace Associates Limited
120 Pall Mall
London
SW1Y 5EA
Unit 5, The Pavilions
Ruscombe Park
Twyford
Berkshire
RG10 9NN
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
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accesso Technology Group plc
Introduction and key financial highlights
for the financial year ended 31 December 2015
Financial Highlights
Revenue
Adj EBITDA (i)
Adj operating profit (ii)
Profit before tax
Cash generated from operations
12 months ended
31 Dec 15
(audited)
$m
93.2
15.2
12.6
7.2
14.7
12 months ended
31 Dec 14
(audited)
$m
75.1
11.0
8.7
5.1
10.7
Change
+24.1%
+38.2%
+44.8%
+41.2%
+37.4%
Net debt (iii)
9.4
14.3
(34.3%)
Adjusted Earnings per share – basic (cents)
(iv)
Earnings per share – basic (cents)
40.96
24.47
30.81
18.49
+32.9%
+32.3%
(i)
(ii)
(iii)
(iv)
Adjusted EBITDA is defined as operating profit before the deduction of amortisation, depreciation, acquisition costs and costs
related to share based payments
Adjusted operating profit is defined as operating profit before the deduction of amortisation related to acquisitions, acquisition
costs and costs related to share based payments
Net debt is defined as borrowings less cash and cash equivalents
Earnings used in the adjusted earnings per share calculation is defined as PBT before the deduction of amortisation related to
acquisitions, acquisition costs and costs related to share based payments, less tax at the effective rate
Operational Highlights
accesso LoQueueSM
– Higher volumes and intelligent selling drive growth
o
o
o
Total guest revenue up 16.6% year-on-year
Improved sales execution and optimised pricing drives an average revenue per guest improvement of 4.1% year-on-
year
Key contract wins included an expansion with Blackpool Pleasure Beach, an agreement for Qbotsm with a major North
American theme park and a five-year contract for Qsmartsm at the Movie Animation Park Studios in Ipoh, Malaysia
accesso Passport® – Contract wins and product improvements extend market leadership and enhance growth platform
o
o
Year-on-year volume growth of 20.5%. Mobile volumes up 159%, now representing 24% of total (2014: 11%)
Transformative agreement with Merlin Entertainments Group Ltd to install accesso Passport across Merlin’s entire
estate
o Other notable wins include the One World Observatory at the One World Trade Centre in New York, Navy Pier in
Chicago, and a 3 year contract extension with Cedar Fair Entertainments
Accesso Siriuswaresm – Technology enhancements delivering new business momentum
o
o
o
13 new contract wins during the year including Taos Ski Valley, Brooklyn Museum of Art, The Asian Art Museum and
the Black Ball Ferry Line
Blackpool Pleasure Beach is now accesso Siriusware’s first European client; the second client globally to feature a same-
site integration of accesso LoQueue and accesso Siriusware
Improved technology enhances best-in-class guest-management solution
ShoWare® – Successfully integrated, adding value and performing well
o
o
First full year after acquisition characterised by strong growth, reflecting quality of the asset and speed of integration
Performance in line with expectations despite currency headwinds from key markets in Brazil and Mexico
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accesso Technology Group plc
Operational Highlights (continued)
o
o
68 new contracts won in the year demonstrates demand for the solution and its potential
First live customer integrations with Siriusware and Passport complete
Post Period-End – Landmark Six Flags extension a transformative moment for our Group
o
o
o
o
Strong momentum continues across all lines of business
accesso LoQueue extension of its ticketing and queuing partnership with Six Flags Entertainment Corporation through
2025, underscores the value of our offering and confidently underpins future earnings projections
Significant continued momentum in sales to mobile devices
Successful debt refinancing completed
Directorate Change
Leonard Sim, who developed and prototyped our very first queuing solution in 1998 and who subsequently founded Lo-Q in the
year 2000, has announced his retirement from the Group’s board of directors with immediate effect. Leonard has made an
outstanding contribution to our business – not just over this year, but since the Group’s very first days of operation. He steps
down from the Board today, but will remain with the Group as an employee as we move forward with our growth plans. All of
us at today’s strong, successful and global accesso owe Leonard a significant debt of gratitude: not just for his original ‘bright
idea’, but for the energy and passion with which he has pushed that idea forward. The board of directors has no immediate plans
to recruit a replacement, but will keep the situation under review.
Commenting on the results, Tom Burnet, Chief Executive of accesso, said:
“2015 was another strong year for accesso, across every part of our business. We have devoted considerable time, investment
and technical attention to our product suite over the past twelve months. The rewards of those efforts are now starting to show
through financially, operationally and in the quality of conversation we are able to have with our customers. It gives me huge
pleasure that those conversations have led to 92 new accounts comprising between them over 200 new venues being added to
our customer base during the year.
The clearest signal of our progress lies not in the numbers, and not even in the many achievements of the year in review. Rather,
I would urge people to look at the significant, long-term trust that both Merlin and Six Flags have placed in us over the last six
months. To select a partner for one year, even two is a big step to take. To select a partner for seven or even ten years, however,
is quite a vote of confidence in our technology and our team – and it is this which underpins my confidence in 2016 and the years
ahead of us.”
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accesso Technology Group plc
Chairman’s statement
A bolder, bigger and better accesso
2015 has been another year to remember for accesso. Our industry continues to change at a rapid pace, but new challenges have
been met and overcome, and new opportunities have been seized. The measure of our response to these challenges is reflected
not only in our financial performance, but also in the quality of our reputation which continues to grow. Our efforts have taken
us from a helpful supplier, and transformed the Group into a trusted, talented and innovative partner.
The Group’s financial performance has been strong this year, achieving adjusted operating profit of $12.6m. We have further
integrated our acquisitions, cross-sold between business lines and grown our revenues, profits and earnings per share. We
continue to deepen our presence within our existing customer base, renewing numerous contracts, often incorporating added
services and extended terms. We share a belief with our clients that outstanding customer experience is the key to success and
are as committed as ever to providing them with the most sophisticated technology solutions in pursuit of that aim.
During the year we have also advanced our progress in new strategic areas for the Group. Sports stadia, museums and cultural
sites have joined our more traditional attractions and snow sports clients in increasing number, proving the value of the
acquisitions we have made. We have always sought to recognise the commonalities rather than the differences among the venues
we serve, and this approach has enabled us to develop solutions for numerous vendors with varying requirements, all of which
strengthen our brand and increase our market opportunity.
A trusted partner
In 2015 we have deepened our relationships with many of the leading players in our industry. In particular, our important
agreement with Merlin reflects a level of confidence and trust in accesso that marks a significant inflection point in the Group’s
history. We have worked hard to build a company with a particular set of values, which can grow with its clients and share in their
successes. This deal, as well as the extensions of our existing agreements with Cedar Fair Entertainment and post period-end with
Six Flags Entertainment, prove the effectiveness of this approach, and gathered together suggest a watershed moment has been
reached.
I have said before that perhaps the strongest signal of our strength is the success of the customers we serve. We can be proud of
the trust they have placed in us, and of the fact that our technology is an important constituent of their success.
Investing in execution and innovation
Our challenge now is to extend the market leadership position we hold. Knowing that the longevity of our business is determined
by the quality of the technology we sell, we remain committed to upgrading the core functionality of our products on an ongoing
basis. We continue to invest heavily in the business to ensure we stay ahead of our competition, and while our landmark
agreement with Merlin Entertainments has provided the impetus for a significant scaling of our operations, we have no intention
of pausing in our ambition to remain the very best technology vendor to the markets we serve.
Our team
Results like those presented here are not achieved without hard work. In every area of our business, our teams have worked
tirelessly this year on some of the biggest projects in the organisation’s history. They have risen to those tasks and delivered an
outstanding result. On behalf of the entire Board I say thank you to them. I would also like to add my personal thanks to Leonard
Sim who leaves our Board today. Leonard has not only played a key role in developing our firm, but can also proudly claim to be
one of the original architects of virtual queuing and the industry we now lead.
Looking ahead
We have entered 2016 with something of a spring in our step. With some significant successes under our belt and a clear idea of
where our focus this year needs to rest, I look forward to the coming year with confidence.
John Weston
Non-Executive Chairman
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accesso Technology Group plc
Chief Executive Officer’s statement
Operational Review
For some time now, accesso has been pursuing a strategy to deliver sustainable, repeatable revenue growth through both
acquisitive and organic means. During 2015, we saw accesso’s balanced, diverse and complementary portfolio of businesses
continue to mature as one company, and continue to deliver on the promise that first drove its composition.
Behind the scenes there has been a great deal of time spent harmonising the systems, processes and day-to-day procedures that
we rely on to run our business. Our approach to integrating acquisitions, where we carefully get to know our new colleagues,
their technology and customers over time before implementing change, continues to pay off and we now have a business which
relies on the best practice we can find across all of our antecedents. I believe that the feeling of “one company” is an important
one. It allows us to stand a little taller, think a little bigger and importantly invest a little more deeply to ensure we maintain and
extend our leading market position.
A key reference point for this was the July 2015 agreement with Merlin Entertainments Group Ltd. To be trusted to serve a
business of Merlin’s global scale is a particular honour and one which the whole company is proud of, and working hard to deliver.
All accesso clients, current and future, will feel the benefit of those efforts as we improve our ability to serve new markets,
countries and languages together with their rapidly evolving consumer demands.
But we are not finished yet. The Group continues to challenge itself and develop its technological expertise. We continue to trial
our queueing technology for entirely ‘queueless’ parks, and constantly evaluate our portfolio to ensure we can deliver the best
available solutions to our customers and their guests. Now, as we start not just a new year but a new decade with Six Flags, our
focus on innovation and execution will grow even sharper still.
accesso LoQueue
This year has been a successful one for our queueing products with total guest revenue up 16.6% year-on-year. A number of
factors helped this, not least good weather helping to deliver strong attendance growth. Other key value drivers have been the
work we have done on pricing, staff training and the in-park retail experience for guests. Our pricing strategy has shifted the
revenue mix making the product entry price point more attractive whilst increasing premium pricing. This has delivered strong
overall growth while reducing reliance on premium product sales which fell as a proportion of total sales. We have also continued
to experiment with more demand led pricing based on expected attendance.
Notable other events in the year included the formalisation of our Memorandum of Understanding with the Movie Animation
Park Studios (MAPS) in Malaysia for the use of Qsmartsm, and the installation of our Qbotsm solution at LEGOLAND California. The
MAPS agreement will go live later in 2016, and take accesso LoQueue into the important Asian market for the first time.
accesso LoQueue’s success in 2015 demonstrates its ongoing value to the Group. With an increasing focus on the cross-and
upselling opportunities that exist within accesso, our queuing solutions continue to provide a key entry-point and a firm
foundation from which we can offer more comprehensive services to our clients.
accesso Passport
2015 has also been strong for accesso Passport, which continues to emerge as the market leading cloud-based general admission
ticketing platform. Our entirely revamped ‘Shopland 5.0’ platform has delivered significant new business to the Group and proven
our ability not just to capitalise on the mobile opportunity but to actually help shape how mobile commerce in all of our markets
is evolving.
We believe that having a world class ecommerce capability is increasingly important for all of our customers. To be able to
appropriately cross and upsell products to consumers whilst they shop is vital to maximise the revenue opportunity in any single
customer interaction. We also know that the best way to engage with guests is to ensure the shopping experience is customer-
centric: they must be able to shop in comfort, in their own time, and on any device they choose. With these factors in mind, we
have developed a one-of-a-kind solution designed with mobile customers at its centre and it is that expertise which is at the heart
of our accelerating growth.
The impact of this approach can be seen in the increasing number of transactions taking place in the accesso Passport ecosystem
each year. In 2015, ticketing volumes were up 20.5% year-on-year, while mobile volumes increased 159% year-on-year and now
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accesso Technology Group plc
Chief Executive Officer’s statement (continued)
represent 24% of our total (2014: 11%). These figures reflect accesso Passport’s ability to create significant value for operators,
which then flows through to the Group as a result of our transaction based business model.
That promise of value continues to generate new business for the Group, with a number of significant contracts signed in the
year. Key moments included an agreement with the One World Observatory at the newly opened One World Trade Centre in
New York City, as well as three-year agreements with both Chicago’s Navy Pier and Tennessee’s Nashville Zoo at Grassmere. In
March, we were also able to announce a three-year extension to our existing agreement with Cedar Fair Entertainment, another
of accesso’s long-term partners and one of the world’s largest attractions operators, each of whom contribute to the significant
underpinning of our forward revenue visibility. Our ability to generate and sustain these durable relationships is a mark of the
quality of our products and their central place in our customers’ operations.
Lastly, this year has seen the start of our Merlin rollout, as we begin the process of installing accesso Passport across Merlin’s
global estate. This will see accesso expand into new geographies and scale rapidly, benefitting from a year of investment in the
operational capacity of our business. To date we have installed at nearly thirty venues, mostly in the United States and London
with pleasing early feedback. 2016 will see us install widely across Europe, Australia and New Zealand, to be followed in 2017 by
their Asian locations.
accesso Siriusware
2015 was also a landmark year for accesso Siriusware, achieving thirteen new contract wins in the period for its enhanced point-
of-sale and guest management software and delivering on the promise at the time of its acquisition of stepping in to the European
marketplace. Financial performance was equally as impressive, with a significant improvement in contribution achieved since the
acquisition in late 2013.
The variety of those thirteen contract wins underscores accesso Siriusware’s versatility, winning business in areas as diverse as
the Taos Ski Valley resort, the Brooklyn Museum of Art, the Black Ball Ferry Line and The Whitney Museum now located in its
impressive new headquarters in New York City. Each of these operators has a very different attraction proposition – but for all of
that diversity, there is a common need that all of them share which is the need to provide a high-quality user experience to
guests. Using accesso Siriusware, they can achieve this by tracking guest rentals, purchases, reservations, loyalty information and
much more using its customisable modular software solutions.
During the year, Blackpool Pleasure Beach also became accesso Siriusware’s first European client, adopting the service as part of
the contract that also extended its agreement to utilise accesso’s queueing solutions. This sale marked an important
strengthening of accesso’s relationship with an historic UK venue, and is a useful example of our portfolio’s complementary
nature. Deals of this nature embed accesso at the heart of a venue’s operations, and exemplify the Group’s ability to maximise
existing opportunities as well as capitalise on new ones. We have also continued to invest in the product, making some significant
functional enhancements and expanding API capabilities allowing deeper integration with accesso Passport.
accesso ShoWare
2015 was ShoWare’s first full year as a part of accesso. Having bedded down quickly and proven its ability to generate
transactional and repeatable revenue for the Group, performance was in line with expectations despite challenging currency
dynamics in Brazil and in Mexico where the business performed particularly strongly.
Now fully integrated into the Group, ShoWare is helping accesso address a large market of assigned-seat venues in previously
untapped geographies and verticals. The ShoWare platform allows venues to manage all aspects of their advanced ticket sales,
with options for call centre ticket sales, mobile ticketing, online ticketing and social ticket sales through Facebook pages. Unlike
accesso Passport, ShoWare is operated by vendors themselves, allowing them the flexibility and control to maximize profits in
the way that suits them best. During the year, ShoWare continued to invest heavily in the platform with notable firsts like the
launch of a fully responsive shopping cart.
Importantly, 2015 has seen ShoWare prove itself capable of rapidly acquiring new contracts, with 68 announced in the year.
New clients crossed a number of verticals but range from the Hard Rock Casino in Lake Tahoe to an existing Siriusware
customer, Longwood Gardens, now also using ShoWare, to selling out concerts for Rod Stewart and Ed Sheeran in Brazil.
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accesso Technology Group plc
Chief Executive Officer’s statement (continued)
This level of client acquisition demonstrates both a keen appetite for the solution and the helpful leverage it has gained as part
of the accesso family.
Starting as we mean to go on
Beyond the period-end, all business lines are showing good momentum. The most notable achievement thus far has been the
extension to our existing agreement with Six Flags Entertainment Corporation, the world’s largest regional theme park
company, to continue providing our queuing and ecommerce solutions across its parks until 2025. This win is a further example
of accesso’s ability to establish long-term relationships that provide excellent future revenue visibility. The start of the year has
also seen ShoWare sign 16 new contracts, accesso Siriusware sign four new contracts.
Financial Review
These results represent another good year for accesso, notwithstanding the significant investment made in the first half ahead
of our securing the Merlin contract. We have delivered performance comfortably in line with expectations, and look forward to
another strong year in 2016.
Key financial metrics
2015 was the year in which accesso began to see the dual-benefit of its diversified geographical footprint and versatile product
portfolio. Weather conditions were generally better than last year, but the increasingly global nature of our business and its
capacity to serve a wider variety of venues provides a degree of balance that increases robustness across the seasons.
Revenue for the 12 months ended 31 December 2015 of $93.2m increased by $18.1m (24.1%) when compared to the 12 month
period ended 31 December 2014 and benefited from a full 12 months of Showare revenues (2014: One month) combined with
good organic growth. Gross profit margin at 49.4% in 2015, compared to 42.6% in 2014, principally reflecting the increased
proportion of higher margin ticketing revenue in 2015.
Administrative expenses in the business, ignoring share based payments and amortisation related to the acquisitions, were
$33.6m in the 12 months ended 31 December 2015, which represented an increase of 41% on 2014. This included a full year of
Showare expenditure but also demonstrates the significant investment in our development and customer facing teams
throughout the year in anticipation of new business growth and in particular related to the Merlin agreement.
Adjusted operating profit, which the board considers a key underlying metric, for the 12 months ended 31 December 2015 was
$12.6m and this equates to 44.8% growth when compared to the 12 month period ended 31 December 2014.
Profit before tax of $7.2m increased by $2.1m from $5.1m (41.2%) on the 12 month period ended 31 December 2014.
Earnings per share (basic) at 24.47 cents for 2015 increased by 5.98 cents (32.3%) on the 12 months ended 31 December 2014.
These results reflect the manifestation of a mature and well-aligned Group, deriving profitability from supportive businesses
offering distinct but related services to complementary markets. The majority of revenues and expenditure continue to be US
dollar denominated and the impact of currency movements on revenues or profit before tax is not material.
Debt refinancing and cash flow
To prepare the Group for the next stage in its development we renewed and extended our banking facility with Lloyds Bank on
14 March 2016. The extended facility allows the Group a drawdown facility of $25m, with no step downs, plus an additional $10m
for potential M&A investments, at an improved drawdown rate of 1.35% above LIBOR and an improved commitment rate. The
renewed facility terminates on 14 March 2019 with the possibility for this to extend for a further 12 months.
Cash generated from operations at $14.7m for the 12 months ended 31 December 2015 was 37.4% better than the 12 month
period ended 31 December 2014 and represents a cash conversion from adjusted EBITDA of 96.7% (2014: 97.3%).
Purchases of intangible fixed assets, which substantially represents capitalised development expenditure, was $6.2m in the
period (2014: $2.7m) and reflected a full year of Showare expenditure together with significant investments across our product
8
accesso Technology Group plc
Chief Executive Officer’s statement (continued)
portfolio as we look to support global deployment and enhancement of our mobile offering. We see product investment as key
to remaining innovative and market leading and do not expect expenditure on development to reduce in 2016.
Other fixed asset additions at $1.8m (2014: $0.8m) increased principally due to the installation of our Qbotsm solution at
LEGOLAND California and further enhancement’s to the accesso LoQueue in-park retail locations at specific locations.
Our closing net debt balance of $9.4m (2014: $14.3m) represents 62% (2014: 130%) of current year adjusted EBITDA, was ahead
of our expectations, notwithstanding the increased product investment and the board believes that the company remains in a
strong financial position at the period end.
Tax
When we announced our interim results, we indicated an underlying annual effective rate of 28%. The full year rate at 25.6% is
in line with this guidance and includes a 2% benefit in respect of 2014.
The Group continues to review and implement opportunities for maintaining or lowering its effective rate, while mindful of the
fact that the majority of taxable income will continue to be generated in markets with significantly higher headline tax rates than
the UK.
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 and complementary M&A.
IP Protection
The Group continues to seek opportunities to make best use of its intellectual property. As announced during the period, we
have appointed Dominion Harbour Group to develop and implement a campaign for an element of the Group’s IP portfolio in
market verticals not served by accesso. We are pleased with the progress made in this area, and remain committed to defending,
monetising and expanding our IP.
Revenue Visibility
The Group has historically operated via agreements that offer repeatable, transactional revenue streams that fully align us with
our customers’ interests. A key element of our M&A activity has been to build on this model, allowing us the luxury of looking
forward with increasing levels of confidence in our future revenue. While we are clear that these agreements do not formally
offer guaranteed recurring revenue, the Board gains considerable assurance that our contracted agreements offer growth
opportunities across their respective terms.
Broadly, we would expect approximately 85% of our full year revenue stream to be repeatable and transactional in nature, with
a further 6% repeatable from ongoing support agreements with the licensed element of our customer base. The balance is largely
unrepeatable in nature and split between custom client work and software license sales.
This combined with the long term nature of many newly signed or extended agreements in 2015 and post period end, together
with a low level of attrition of those customers on shorter term agreements, now allows us to look out several years with
substantial confidence at our revenue expectations. To put this into context, the Board estimates that contracted arrangements
already in place with our top 5 customers alone will generate 60% to 70% of total Group revenues, for each respective year,
through to at least 2022. This clearly allows the opportunity to out-perform future revenue expectations by delivering further
new business.
Summary and Outlook for 2016
accesso has started 2016 in good order. We have an exciting new business pipeline and can rest assured that the opportunity in
both ticketing and queuing is significant well beyond our current level of business. Operationally, we continue to develop our
products to ensure they are ready to meet the challenges of tomorrow. In 2015 we spent well over ten percent of our Group’s
revenue on their development and would expect the figure to be similar in 2016.
9
accesso Technology Group plc
Chief Executive Officer’s statement (continued)
The success and longevity of that development process is owed largely to an important dynamic within our cloud-based ticketing
systems, accesso Passport and ShoWare, whereby every customer’s unique set of functionality requirements ensures a direct link
between new customer acquisition and subsequent product improvement. Where new client functionality requirements don’t
already exist within our systems, we incorporate them into our products on a non-exclusive basis so they can be shared by all
accesso users. This mutually beneficial approach to product development allows us to build exceptionally well specified products
and, as demonstrated, become a trusted long-term partner for our customers.
Looking ahead, the Board is full of confidence in our prospects for the remainder of 2016. All the necessary elements are now in
place to accelerate growth; we have the right team, a uniquely differentiated offering and the hunger to make the best of both.
We are full of belief that the start we’ve made will translate into a good year for accesso, extending our lead as the premier
technology solutions provider to leisure, entertainment and cultural markets.
Tom Burnet
Chief Executive Officer
10
accesso Technology Group plc
The board of directors
for the financial year ended 31 December 2015
John Weston, Non-executive Chairman
John Weston joined accesso in 2011 and serves as the Non-Executive Chairman of the Board. Prior to joining, he served as the
Chief Executive of British Aerospace and BAE Systems 1998 to 2002, at which time it was a £12.5 billion business employing more
than 120,000.
Weston brings vast experience in the electronics and technology industries and in addition to accesso, he currently chairs several
other companies including Fibercore PLC, Windar Photonics PLC, Pro-Drive Composites and Brittpac PLC.
Previously, Weston served on the board of directors for MB Aerospace, AWS Electronics, Torotrak, Acra Control, Ufi Charitable
Trust and Ufi Ltd.
Weston also serves as a member of accesso’s audit and remuneration committees.
John Alder, Chief Financial Officer
John Alder joined accesso in 2008 and is the Chief Financial Officer for the company. He is a Chartered Accountant who qualified
with Coopers and Lybrand (PricewaterhouseCoopers) and brings expertise in finance, mergers and acquisitions, strategic planning
and financial modeling.
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 also held Finance Director and Controller positions in quoted and private pan-European businesses.
Alder was appointed Chief Financial Officer of the company in August 2009.
Steve Brown, Chief Operating Officer
Steve Brown brings a strong operations and finance background to the accesso team with extensive experience in ticketing,
pricing strategy, eCommerce and revenue management. As the company’s Chief Operating Officer, he guides accesso
operations across North America and Europe.
Brown’s theme park career began during college at Walt Disney World Resort. Over the course of sixteen years, held a variety
of roles with increasing responsibility in financial planning and pricing strategy including Director, Walt Disney World Ticketing
and Vice President, Revenue Management for Disneyland Resort, where he drove dramatic growth in park admissions and hotel
revenues utilizing strategic and promotional pricing.
Prior to joining accesso, Brown served as the corporate Vice President of Ticket Strategy and Sales for Six Flags. While at Six
Flags, 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.
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. He was formerly Managing Director of a division of Serco Group plc, a global outsourcing company, overseeing the 5000
person Defense Services division. Burnet also served as a Non-Executive director of Kainos Group plc.
Burnet’s expertise includes risk management, business analysis, strategic planning and business management. During his career
he has been involved in creating, growing and running several businesses and started his career as the UK’s youngest Army Officer.
11
accesso Technology Group plc
The board of directors (continued)
for the financial year ended 31 December 2015
Burnet also has an MBA from the University of Edinburgh.
Matt Cooper, Non-executive Director
Matt Cooper currently works as a Non-Executive Chairman and/or director with a range of public and private companies. These
include Octopus Capital Ltd, Imaginatik Plc, accesso Technology Group Plc, ClearlySo Ltd, VouchedFor Ltd, RNM Financial Ltd, and
the National Centre for Circus Arts.
Cooper’s areas of expertise include corporate strategy formulation, brand and marketing, implementation, organisational culture
and design, and executive coaching and leadership.
Previously, Cooper was Principal Managing Director of Capital One Bank Europe plc until leaving the company in 2001. In addition
he also served as director for a number of companies including Which? Financial UK Ltd, 10Duke Software Ltd, MyDish Ltd and
KMI Brands Ltd.
Originally from New Jersey, Cooper graduated first in his class in Chemistry from Princeton University in 1988.
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 a Non-Executive directorship at Frontier Developments plc and Group Strategic Advisor to Marshall of
Cambridge (Holdings) Limited.
Gammon’s previous experience includes Non-Executive director and advisor at artificial general intelligence company DeepMind
Technologies Limited, advisor to Hawkwood Capital LLP, Non-Executive director at real time location technology specialist
Ubisense Trading Limited, Non-Executive director at internet TV specialist Amino Technologies plc, Non-Executive director at
smart metering and software company BGlobal plc, and acting CFO at internet specialist Envisional Solutions Limited. Earlier in
his career, Gammon spent 15 years working as an investment banker.
Gammon joined accesso in November 2010 and is chairman of the remuneration committee and a member of the audit
committee.
Leonard Sim, Founding Director
Leonard Sim is the inventor of the accesso LoQueueSM virtual queuing system, which was conceived while he ran Tellurian, a sales
agency in data communication devices and software. He brings over 30 years of experience in software, electrical engineering
and business strategy.
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 serves as Founding director and his responsibilities include business development, strategic planning, product marketing and
managing the engineering team.
Sim has moved to a part time role supporting activities in intellectual property, business development and strategic planning.
12
accesso Technology Group plc
Strategic report
for the financial year ended 31 December 2015
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 statement 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 and are presented in the financial
highlights on page 3.
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
complementary acquisitions to reduce reliance on specific customers, sectors or geographies.
The Group has a 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 of the northern hemisphere. Attendance at leisure venues can be
impacted by circumstances outside the control of the Group including, but not limited to, 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 the US dollar and either sterling, the Brazilian
real, the Mexican peso or the Canadian dollar. 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. The Group has accelerated its investments in the year across its product portfolio as it looks to support global deployment
and enhancement of its technologies offering. 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 enter into licensing arrangements. The Group capitalises appropriate levels of development expenditure but is exposed
to the risk that development of a specific technology could suffer impairment.
Key performance indicators
Key performance indicators are used to measure and control both financial and operational performance. Guest attendance,
transactional volumes and average revenue per guest, 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 proportion of business that
is delivered via mobile technology, number of venues 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.
13
accesso Technology Group plc
Strategic report (continued)
for the financial year ended 31 December 2015
On behalf of the board:
John Alder
Chief Financial Officer
15 March 2016
14
accesso Technology Group plc
Report of the directors
for the financial year ended 31 December 2015
The directors present their report with the financial statements of the company and the Group for the financial year ended 31
December 2015.
Dividends
No dividends will be proposed for the financial year ended 31 December 2015.
Research and development
The Group's research and development activities relate to the development of technologies that can be deployed by
entertainment operators and venue owners within leisure, entertainment and cultural markets. During the financial year ended
31 December 2015 the Group invested $12,004,257 into research and development (year ended 31 December 2014: $8,691,088).
Directors
The directors during the period under review were:
John Weston, Non-Executive Chairman
John Alder, Executive
Steve Brown, Executive
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 2015 in the issued share capital of the company were as
follows:
Ordinary share capital £0.01 shares
As at 31 December
2015
As at 1 January
2015
John Weston, Non-Executive Chairman
John Alder, Executive
Steve Brown, Executive
Tom Burnet, Executive (1)
Matt Cooper, Non-Executive
David Gammon, Non-Executive
Leonard Sim, Executive
(1) Shares held by the employee benefit trust of the company.
Details of the directors' share options are disclosed on page 20.
Financial instruments
125,144
6,612
1,133,916
853,818
22,442
48,000
2,043,575
165,144
6,612
1,133,916
853,818
22,442
48,000
2,043,575
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 3 to the financial statements.
15
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
Substantial shareholdings
As at 10 March 2016 the company had been notified that the following were interested in 3% or more of the ordinary share
capital of the company:
Shareholder
Number of ordinary shares
% of Issued ordinary
share capital
BlackRock Investment Management
FIL Limited
Prudential plc group of companies
Vision Invest Enterprises 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
1,722,735
1,093,886
1,084,140
1,519,364
1,318,963
2,043,575
1,133,916
853,818
7.83%
4.98%
4.93%
6.91%
6.00%
9.30%
5.16%
3.98%
The annual general meeting of the company will be held on Tuesday 24th May 2016. The notice convening the meeting is
enclosed with these financial statements.
Branch registration
The company operates a branch in Germany.
Corporate governance
The Board of directors comprises four Executive directors and three independent Non-Executive directors, one of whom is the
Chairman. 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, 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 Financial 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.
16
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
The committee looks to ensure that the auditors’ independence is not compromised by their undertaking of non-audit services.
Non-audit/tax advisory services are benchmarked by management to ensure value for money, auditor objectivity and
independence of advice.
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 Matt Cooper, John Weston and David Gammon, who chairs the committee.
The full committee met five 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,
the grant of options and the implementation and operation of other long term incentive arrangements. Remuneration of Eon-
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, with an underlying business that continues to perform well,
confident Group outlook for 2016, and a strong balance sheet and cash position. For this reason, the Board continues 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 engage with employees, by way of meetings, surveys 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 all the various
categories of shareholders and devotes significant effort and resource in this respect.
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.
17
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
Notice of the date of the 2016 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.
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.
18
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
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 80% and 100% 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 (3)
Matt Cooper
David Gammon (1)
Executive directors
John Alder (2)
Steve Brown (2)
Tom Burnet
Leonard Sim
Share-based payments
Total
Salary
Fees (1)
Bonus
$000
$000
$000
Other
benefits
$000
2015
Total
2014
Total
2015
2014
Retirement contributions
$000
$000
$000
$000
84
-
9
9
278
299
393
39
-
-
44
44
-
-
-
-
-
-
-
-
111
149
292
-
1,111
88
552
-
-
-
-
19
6
2
7
34
84
-
53
53
408
454
687
46
89
28
57
57
379
420
671
61
1,785
115
1,762
41
1,900
1,803
-
-
-
-
19
-
32
4
55
-
-
-
-
32
-
33
5
70
(1) Fee payments in respect of the services provided by David Gammon were paid to Rockspring
(2) John Alder and Steve Brown are US citizens and are part of the US healthcare programs
(3) Resigned 27 May 2014
Tom Burnet was the highest paid director in 2015 (2014: Tom Burnet).
19
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
Share option scheme
The share options of the directors are set out below:
31 December
2014
Issued in
the
period
Exercised in
the period
31 December
2015
Exercise
price
Date from
which
exercisable
Expiry
Date
Share Options
John Alder
Steve Brown
Tom Burnet
Leonard Sim
John Weston
David Gammon (2)
Matt Cooper
LTIP
John Alder
Steve Brown
Tom Burnet
40,000
160,000
-
-
-
-
80,000
30,400
29,818
-
32,028
-
45,395
-
-
-
-
-
-
-
-
-
-
42,127
-
42,463
-
47,805
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,000
160,000
-
-
-
-
80,000
30,400
29,818
42,127
32,028
42,463
45,395
47,805
57.5p
156p (1)
-
-
-
-
156p
600p
25 Jun 10
10 Mar 12
-
-
-
-
10 Mar 12
25 Apr 15
24 Jun 19
9 Mar 21
-
-
-
-
9 Mar 21
25 Apr 23
-
-
-
-
-
-
8 July 2017
15 Apr 2018
8 July 2017
15 Apr 2018
8 July 2017
15 Apr 2018
-
-
-
-
-
-
(1) Options may only be exercised when the share price is above £1.82
(2) Held by Rockspring
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. Cash reserves of the Group will not be impacted when this is realised. 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 and
Leonard Sim are directors of Lo-Q (Trustees) Limited.
Long Term Incentive Plan Awards
On 15 April 2015, the company granted conditional share awards (“Awards”) over ordinary shares of 1 penny each under the
accesso Technology Group 2014 Long Term Incentive Plan which was approved by shareholders on 27 May 2014. Awards were
granted to Tom Burnet (47,805 shares), John Alder (42,127 shares) and Steve Brown (42,463 shares).
On 8 July 2014, the company granted conditional share awards (“Awards”) over ordinary shares of 1 penny each under the accesso
Technology Group 2014 Long Term Incentive Plan which was approved by shareholders on 27 May 2014. Awards were granted
to Tom Burnet (45,395 shares), John Alder (29,818 shares) and Steve Brown (32,028 shares).
The Awards vest three years from the date of grant and are required to be held for a further six months and are subject to certain
performance conditions relating to the achievement of compound share price growth rates as detailed in note 25. No
consideration will be paid for the conditional shares upon their vesting.
20
accesso Technology Group plc
Report of the directors (continued)
for the financial year ended 31 December 2015
On behalf of the board
John Alder
Chief Financial Officer
15 March 2016
21
accesso Technology Group plc
Report of the independent auditors to the members of accesso Technology Group plc
for the financial year ended 31 December 2015
We have audited the financial statements of accesso Technology Group plc for the financial year ended 31 December 2015 which
comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position,
the consolidated and company statements of cash flow, the consolidated and 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
www.frc.org.uk/auditscopeukprivate.
the scope of an audit of
financial statements
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 2015 and of the Group’s profit for the year 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 strategic report and directors’ reports for the financial year 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
15 March 2016
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
22
accesso Technology Group plc
Consolidated statement of comprehensive income
for the financial year ended 31 December 2015
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Finance expense
Finance income
Profit before tax
Income tax
Profit for the period
Other comprehensive income
Items that will be reclassified to income statement
Exchange differences on translating foreign operations – 2014 restated – see note 1
Other comprehensive income net of tax
Total comprehensive income
Profit attributable to:
Owners of the parent
Non-controlling interest
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interest
Earnings per share expressed in cents per share:
Basic
Diluted
Notes
2015
$000
2014
$000
4
93,169
75,091
(47,206)
(43,086)
45,963
32,005
(38,255)
(26,534)
7,708
(491)
3
7
7
5,471
(344)
2
7,220
5,129
8
(1,851)
(1,344)
5,369
3,785
32
32
(1,297)
(1,297)
5,401
2,488
5,367
2
5,369
5,399
2
5,401
24.47
23.49
10
10
3,785
-
3,785
2,488
-
2,488
18.49
18.16
All activities of the company are classified as continuing.
The notes on pages 30 to 66 form part of these consolidated financial statements.
23
accesso Technology Group plc
Consolidated statement of financial position
for the financial year ended 31 December 2015
Registered Number: 03959429
Notes
31 December 2015
$000
31 December 2014
$000
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Income tax receivable
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Finance lease liabilities
Income tax payable
Net current assets
Non-current liabilities
Deferred tax liabilities
Finance lease liabilities
Borrowings
Total liabilities
Net assets
Shareholders' equity
Called up share capital
Share premium
Own shares held in trust
Other reserves
Retained earnings
Merger relief reserve
Translation reserve
Total attributable to equity holders
Non-controlling interest
Total shareholders’ equity
11
12
18
14
16
15
17
19
18
19
20
21
71,924
3,077
5,666
80,667
561
9,080
878
5,307
15,826
9,181
51
84
9,316
6,510
8,850
63
14,700
23,613
32,929
63,564
326
24,313
(1,971)
3,427
21,033
13,810
2,624
63,562
2
63,564
71,083
2,733
5,696
79,512
648
6,946
1,052
5,693
14,339
7,999
48
-
8,047
6,292
8,804
114
20,000
28,918
36,965
56,886
342
25,229
(2,076)
2,593
16,236
14,540
22
56,886
-
56,886
The financial statements were approved by the board of directors on 15 March 2016 and were signed on its behalf by:
Tom Burnet
Chief Executive Officer
The notes on pages 30 to 66 form part of these consolidated financial statements.
24
accesso Technology Group plc
Company statement of financial position
for the financial year ended 31 December 2015
Registered Number: 03959429
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Property, plant and equipment
Deferred tax asset
Current Assets
Inventories
Trade and other receivables
Income tax receivable
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Income 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
Merger relief reserve
Translation reserve
Total shareholders' equity
Notes
31 December 2015
$000
31 December 2014
$000
11
13
12
18
14
16
15
17
18
20
21
2,428
45,614
1,132
283
49,457
360
18,662
-
1,734
20,756
1,247
84
1,331
19,425
228
14,700
14,928
16,259
53,954
326
24,313
2,475
13,384
13,810
(354)
53,954
2,356
47,948
1,377
195
51,876
403
20,528
903
1,309
23,143
1,461
-
1,461
21,682
32
20,000
20,032
21,493
53,526
342
25,229
1,831
11,672
14,540
(88)
53,526
The financial statements were approved by the board of directors on 15 March 2016 and were signed on its behalf by:
Tom Burnet
Chief Executive Officer
The notes on pages 30 to 66 form part of these consolidated financial statements.
25
accesso Technology Group plc
Consolidated statement of cash flow
for the financial year ended 31 December 2015
Cash flows from operating activities
Cash generated from operations
Tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired
Additional consideration to sellers of subsidiary
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
Payments to finance lease creditors
(Repayments) / proceeds of borrowings
Notes
26
11
Net cash (used in) / generated from financing activities
(Decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange loss on cash and cash equivalents
Cash and cash equivalents at end of year
15
2015
$000
14,712
(1,094)
13,618
-
(293)
(6,224)
(1,785)
3
(8,299)
351
(468)
(48)
(5,300)
(5,465)
(146)
5,693
(240)
5,307
2014
$000
10,640
(1,340)
9,300
(18,088)
-
(2,697)
(825)
2
(21,608)
402
(344)
(46)
12,500
12,512
204
5,489
-
5,693
The notes on pages 30 to 66 form part of these consolidated financial statements.
26
accesso Technology Group plc
Company statement of cash flow
for the financial year ended 31 December 2015
Cash flows from operating activities
Cash generated from operations
Tax received
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of subsidiary
Additional consideration to sellers of subsidiary
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
(Repayments) / proceeds from borrowings
Notes
26
11
Net cash (used in) / generated from financing activities
Increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange loss on cash and cash equivalents
Cash and cash equivalents at end of year
15
2015
$000
7,070
666
7,736
-
(293)
(1,027)
(518)
-
(1,838)
351
(458)
(5,300)
(5,407)
491
1,309
(66)
1,734
2014
$000
5,957
97
6,054
(18,781)
-
(1,004)
(473)
2
(20,256)
402
(332)
12,500
12,570
(1,632)
2,941
-
1,309
The notes on pages 30 to 66 form part of these consolidated financial statements.
27
accesso Technology Group plc
Statement of changes in Group equity
for the financial year ended 31 December 2015
Share
premium
Retained
earnings
Merger
relief
reserve
Other
reserves
Own
shares
held in
trust
Translation
reserve
$000
$000
$000
$000
$000
$000
Share
capital
$000
Balance at 31
December 2014
342
25,229
16,236
14,540
2,593
(2,076)
Comprehensive income for the year
Profit for period
Exchange differences
on translating foreign
operations
Total comprehensive
income for the year
-
-
-
Contributions by and distributions by owners
-
-
-
350
-
-
-
5,367
-
5,367
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
Issue of share capital
Share based payments
Share option tax
credit - current
Share option tax
credit - deferred
Exchange differences
on opening balances
Total contributions by
and distributions by
owners
Balance at 31
December 2015
Balance at 31
December 2013
-
-
-
-
14,540
-
-
-
-
Comprehensive income for the year
Profit for period
Exchange differences
on translating foreign
operations – restated
see note 1
Total comprehensive
income for the year
-
-
-
-
-
-
3,785
-
3,785
Contributions by and distributions by owners
Issue of share capital
27
399
-
-
-
-
-
-
-
-
-
-
(20)
(1,574)
(697)
Share based payments
Share option tax
credit - current
Share option tax
credit - deferred
Exchange differences
on opening balances –
restated see note 1
Total contributions by
and distributions by
owners - restated
Balance at 31
December 2014
-
-
-
-
629
35
262
(92)
-
-
-
-
353
316
(776)
42
22
-
32
32
-
-
-
-
-
-
-
-
-
-
-
Attributable
to equity
holders
$000
56,886
5,367
32
5,399
351
629
35
262
-
Non-
controlling
interest
$000
-
2
-
2
-
-
-
-
-
-
Total
$000
56,886
5,369
32
5,401
351
629
35
262
-
1,277
-
-
-
-
-
-
-
57
57
-
3,785
(1,297)
(1,297)
-
-
-
-
(1,297)
2,488
14,966
353
316
(776)
2,192
-
2,192
14,859
-
-
-
-
-
-
-
-
-
-
-
39,539
3,785
(1,297)
2,488
14,966
353
316
(776)
-
14,859
56,886
(17)
(1,266)
(570)
(730)
105
2,570
(16)
(916)
(570)
(730)
834
105
2,570
1,277
326
24,313
21,033
13,810
3,427
(1,971)
2,624
63,562
2
63,564
335
26,404
13,148
2,658
(2,133)
(873)
39,539
7
(1,175)
(697)
14,540
(65)
342
25,229
16,236
14,540
2,593
(2,076)
22
56,886
28
accesso Technology Group plc
Statement of changes in Company equity
for the financial year ended 31 December 2015
Share
capital
$000
342
Share
premium
$000
25,229
Retained
earnings
$000
11,672
Merger relief
reserve
$000
14,540
Other
reserves
$000
1,831
Translation
reserve
$000
(88)
Balance at 31 December 2014
Comprehensive income for the year
Profit for period
Exchange differences on
translating foreign operations
Total comprehensive income
for the year
Contributions by and distributions by owners
Issue of share capital
Share based payments
Share option tax credit -
current
Exchange differences on
opening balances
-
-
-
1
-
-
-
-
-
350
-
-
2,329
-
2,329
-
-
-
-
-
-
-
-
-
(17)
(1,266)
(617)
(730)
-
-
-
-
629
108
(93)
Total
$000
53,526
2,329
(2,989)
-
(2,989)
(2,989)
(660)
-
-
-
2,723
351
629
108
-
Total contributions by and
distributions by owners
Balance at 31 December 2015
(16)
326
(916)
(617)
(730)
644
2,723
1,088
24,313
13,384
13,810
2,475
(354)
53,954
Balance at 31 December 2013
335
26,404
10,785
Comprehensive income for the year
Profit for period
Exchange differences on
translating foreign operations –
restated see note 1
Total comprehensive income
for the year
-
-
-
Contributions by and distributions by owners
Issue of share capital
27
-
-
-
Share based payments
Share option tax credit -
current
Share option tax credit -
deferred
Exchange differences on
opening balances – restated see
note 1
Total contributions by and
distributions by owners -
restated
-
-
-
399
-
-
-
1,216
-
1,216
-
-
-
-
(20)
(1,574)
(329)
-
-
-
-
14,540
-
-
-
-
1,516
(21)
39,019
-
-
-
-
353
318
(492)
136
-
1,216
(1,854)
(1,854)
(1,854)
(638)
-
-
-
-
14,966
353
318
(492)
1,787
-
7
(1,175)
(329)
14,540
315
1,787
15,145
Balance at 31 December 2014
342
25,229
11,672
14,540
1,831
(88)
53,526
29
accesso Technology Group plc
Notes to the consolidated financial statements
for the financial year ended 31 December 2015
1.
Accounting Policies
Basis of preparation
accesso Technology Group plc is a public limited company incorporated in the United Kingdom, whose shares are
publicly traded on the AIM market. The company is domiciled in the United Kingdom and its registered address is Unit
5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9 NN.
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,
International Accounting Standards, and related 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.
New standards that have been adopted during the period
•
Annual improvements to IFRSs
The adoption of the above has not had a material impact on the financial statements during the period ended 31
December 2015.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards, and interpretations are not effective for 2015, and therefore
have not been applied in preparing these accounts. The effective dates shown are for periods commencing on the date
quoted.
•
•
•
•
•
•
•
•
IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)
IFRS 9 Financial Instruments (effective 1 January 2018)
IFRS 16 Leases (effective 1 January 2019)
Clarification of Acceptable Methods of Depreciation and Amortisation: Amendments to IAS 16 and IAS 38
(effective 1 January 2016)
Equity Method in Separate Financial Statements (Amendments to IAS 27) (effective 1 January 2016)
Disclosure Initiative: Amendments to IAS 1 (effective 1 January 2016)
Disclosure Initiative: Amendments to IAS 7 (effective 1 January 2017)
Annual improvements to IFRSs
At the date of authorisation of these financial statements, the directors have considered the standards and
interpretations which have not been applied in these financial statements, were in issue but not yet effective (and in
some cases had not yet been adopted by the EU) and only IFRS 15 “Revenue from Contracts with Customers” was
considered to be relevant. The directors are still assessing whether the application of IFRS 15, once effective, will have
a material impact on the results of the company. Adoption of the other standards and interpretations referred to above
is not expected to have a material impact on the results of the company. Application of these standards may result in
some changes in presentation of information within the company’s financial statements.
30
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
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.
Basis of consolidation
The consolidated financial statements incorporate the results of accesso and all of its subsidiary undertakings as at 31
December 2015 using the acquisition method of accounting. 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 subsidiary undertakings are included from the date of acquisition.
Disclosure and details of the subsidiaries are provided in note 13.
Investments including the shares in subsidiary companies held as fixed assets are stated at cost less any provision for
impairment in value. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used in line with those used by the Group.
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 in the period incurred. The acquiree’s identifiable assets,
liabilities, and contingent liabilities that meet the conditions under IFRS 3 are recognised at their fair value at the
acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of
the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities, and
contingent liabilities recognised.
Presentation currency
Effective 1 January 2014 the Group’s presentation currency was changed to USD, as the Board considered that this is
more closely aligned with the global operations of the Group. Additionally, the company’s presentation currency of USD
is different to its functional currency. Equity in the company is retranslated at closing rate with the retranslation
difference recognised directly in the translation reserve. Retranslation differences recognised in other comprehensive
income will be reclassified to profit or loss in the event of a disposal of the business.
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 sales in relation to point of sale
and guest management software licences, and related hardware.
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 operator’s share of such rental is included within cost of
sales.
31
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Revenue recognition (continued)
Ticketing revenue is recognised on a transactional basis and point of sale revenue is recognised on transfer of the goods
or services.
Revenue in relation to point of sale and guest management software licences is recognised at the point that the
customer accepts the installation.
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 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.
The fair value of Enterprise Management Incentive (EMI) and unapproved share options is measured by use of a Black-
Scholes model, and share options issued under the Long Term Incentive Plan (LTIP) are measured using the Monte Carlo
method due to the market-based conditions upon which vesting is dependent. The expected life used in the model has
been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and
behavioural considerations.
The LTIP awards contain market-based vesting conditions. Market vesting conditions are factored into the fair value of
the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the
market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting
condition or where a non-vesting condition is not satisfied.
Commitments under 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.
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the
Group (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as
an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments
payable over the term of the lease. The corresponding lease commitment is shown as a liability.
Finance lease payments are analysed between capital and interest. The interest element is charged to the consolidated
statement of comprehensive income over the period of the lease and is calculated so that it represents a constant
proportion of the lease liability. The capital element reduces the balance owed to the lessor.
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.
32
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Property, plant and equipment (continued)
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%
20.0 - 33.3%
25 - 33.3%, or seasons within life of contract
20%
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
and company statements of financial position differs from its tax base, except for differences arising on:
•
•
•
the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not a business combination and at the
time of the transaction affects neither accounting or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the
reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by
the reporting date and are expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets
and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•
•
the same taxable Group company; or
different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to
realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.
Current income tax
The tax expense 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
33
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Current income tax (continued)
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 11). The significant
intangibles recognised by the Group and their useful economic lives are as follows:
•
•
•
Brand name over 3 years
Customer relationships over 10-15 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 to 5 years. The amortisation expense is included within administrative expenses
in the consolidated income statement.
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 criteria noted above.
34
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Research and development (continued)
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 (2014: $nil).
Intellectual property rights and patents
Intellectual property rights comprise assets acquired, being external costs, relating to know how, patents, and licences.
These assets have been capitalised at the fair value of the assets acquired and are amortised within administrative
expenses on a straight line basis over their estimated useful economic life of 5 to 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.
The company’s statement of financial position has been retranslated from its functional currency to United States
dollars 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 operations
at actual rates are recognised in other comprehensive income and accumulated in the translation reserve.
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.
Pension costs
Contributions to the Group's defined contribution pension scheme are charged to the Consolidated statement of
comprehensive income in the period 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. 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.
•
Impairment is recognised if there is objective evidence that the balance will not be recovered.
35
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Financial assets (continued)
The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the statement
of financial position.
Financial liabilities
The Group treats its financial liabilities in accordance with the following accounting policy:
•
amortised cost.
Trade payables and other short-term monetary liabilities are recognised at fair value and subsequently at
•
Bank borrowings and finance leases are initially recognised at fair value net of any transaction costs directly
attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised
cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is
at a constant rate on the balance of the liability carried in the statement of financial position. "Interest expense" in this
context includes initial transaction costs and premiums payable on redemption, as well as any interest payable while
the liability is outstanding.
Equity instruments
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, 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.
Restatement of other comprehensive income
The 2014 consolidated statement of comprehensive income and statement of changes in Group equity have been
restated to remove from other comprehensive income $2.192m of exchange gains predominantly arising on the
retranslation of the parent company’s equity from Sterling (its functional currency) into US Dollars (the Group’s
presentational currency). This retranslation difference has instead been recognised directly in equity. The exchange
loss recognised in the consolidated statement of comprehensive income now includes only the net exchange
differences arising on the retranslation of the recognised assets, liabilities and profit of the Group’s non-US Dollar-
functional currency operations. The restatement has had no effect on the consolidated statement of financial position.
The 2014 statement of changes in the company’s equity has been restated to remove from other comprehensive
income $1.787m of exchange differences gains, arising on the translation of the parent company’s equity from Sterling
(its functional currency) into US Dollars (its presentational currency). The exchange loss recognised in other
comprehensive income now includes only the net exchange differences arising on the retranslation of the company’s
recognised assets, liabilities and loss in the year. The restatement has had no effect on the company statement of
financial position.
2.
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
36
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Critical estimates and judgements (continued)
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.
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 pre-tax 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.
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.
Agent vs. principal
Revenue for queuing services is recognised on either a gross or net basis. The determination for this basis is made
through analysing whether the Group is acting as a principal or agent in a given arrangement. Revenue and costs will
be recognised on a gross basis when the Group is responsible for the operations within the theme parks and bears the
37
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Agent v principal (continued)
risk and benefits of the activities. Revenue will be recognised on a net basis when the Group supplies their intellectual
property and product but the responsibility for the operation is that of the theme park. Additional detail over the
revenue recognition policy for the Group is included in note 1.
Useful lives of intangible assets
Intangible assets are amortised over their estimated useful lives with the charge recorded in administrative expenses.
Useful lives are based on 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 11.
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.
The Siriusware, Inc. and VisionOne, Inc. 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 it’s a stock or asset
purchase.
Research and development tax credit
Research and development tax credits are recognised on an accrual basis and are included as an income tax credit
under current assets. The Group has history of successfully estimating research and development tax credits as set out
by applicable tax legislation.
38
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
3.
Financial risk management
Overview:
The Group’s use of financial instruments exposes it to a number of risks including:
•
•
•
•
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,
and by regularly monitoring the business and providing ongoing forecasts of the impact on the business. 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 that arise directly from operations, as detailed in notes 16
and 17, 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 finance the Group’s operations and
manage related risks.
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 Group’s objective is to maintain a balance between continuity of
funding, and flexibility through the use of banking arrangements in place.
Maturity analysis
The following table analyses the Group’s liabilities on a contractual gross basis based on amount outstanding at the
balance sheet date up to date of maturity:
31 December 2015
Group
Financial liabilities
Finance lease
Bank loan
Interest payable on
bank loan
Total
Company
Financial liabilities
Bank loan
Interest payable on
bank loan
Total
Less than
6 months
$000
Note
Between 6
months and
1 year
$000
Between 1
and 5 years
$000
Over 5
Years
$000
17
19
20
17
20
9,022
25
-
174
9,221
1,235
-
174
1,409
39
72
26
-
174
272
-
-
174
174
-
63
14,700
377
15,140
-
14,700
377
15,077
-
-
-
-
-
-
-
-
-
Total
$000
9,094
114
14,700
725
24,633
1,235
14,700
725
16,660
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Maturity analysis (continued)
31 December 2014
Group
Financial liabilities
Finance lease
Bank loan
Interest payable on
bank loan
Total
Company
Financial liabilities
Bank loan
Interest payable on
bank loan
Total
Note
17
19
20
17
20
Less than
6 months
$000
Between 6
months and
1 year
$000
Between 1
and 5 years
$000
Over 5
Years
$000
7,950
24
-
201
8,175
1,461
-
201
1,662
-
24
-
201
225
-
-
201
201
-
114
20,000
804
20,918
-
20,000
804
20,804
-
-
-
-
-
-
-
-
Total
$000
7,950
162
20,000
1,206
29,318
1,461
20,000
1,206
22,667
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 on its bank loan facility, which is subject to a floating
interest rate, and as such, exposes the entity to cash flow risk if prevailing interest rates were to increase.
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 2015
Note
Fixed
rate
$000
Floating
rate
$000
Non-interest
bearing
$000
Total assets
$000
Total liabilities
$000
Group
Financial assets
Cash
Total
Bank loan
Finance lease
Total
Company
Financial assets
Cash
Total
Bank loan
Total
16
15
20
19
16
15
20
-
-
-
-
-
-
-
(114)
(114)
(14,700)
-
(14,700)
-
-
-
-
-
-
-
-
(14,700)
(14,700)
40
7,807
5,307
13,114
-
-
-
16,656
1,734
18,390
-
-
7,807
5,307
13,114
-
-
-
16,656
1,734
18,390
-
-
-
-
-
(14,700)
(114)
(14,814)
-
-
-
(14,700)
(14,700)
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Interest rate risk (continued)
31 December 2014
Note
Fixed
rate
$000
Floating
rate
$000
Non-interest
bearing
$000
Total assets
$000
Total liabilities
$000
Group
Financial assets
Cash
Total
Bank loan
Finance lease
Total
Company
Financial assets
Cash
Total
Bank loan
Total
Credit risk exposure
16
15
20
19
16
15
20
-
-
-
-
-
-
-
(162)
(162)
(20,000)
-
(20,000)
-
-
-
-
-
-
-
-
(20,000)
(20,000)
4,028
5,693
9,721
-
-
-
20,243
1,309
21,552
-
-
4,028
5,693
9,721
-
-
-
20,243
1,309
21,552
-
-
-
-
-
(20,000)
(162)
(20,162)
-
-
-
(20,000)
(20,000)
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 a
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, and 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.
Trade and other receivables
Cash
Estimated irrecoverable amounts
Group
Company
2015
$000
7,807
5,307
(198)
12,916
2014
$000
4,028
5,693
(55)
9,666
2015
$000
16,656
1,734
-
18,390
2014
$000
20,243
1,309
-
21,552
The maximum exposure is the carrying amount as disclosed in trade and other receivables. The average credit period
taken by customers is 31 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 2015 and
31 December 2014, 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.
41
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Credit risk exposure (continued)
Group
Company
2015
$000
3,639
353
3,992
2014
$000
2,401
486
2,887
2015
$000
75
-
75
2014
$000
23
19
42
Up to 3 months
3 to 6 months
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. Further details of the Group’s borrowing facilities are included in note 20. The Group manages its capital
structure in the light of changes in economic conditions and financial markets generally and 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 current and future shareholders and benefits for other stakeholders, and to maintain an
optimal capital structure to minimise 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 increase
or reduce debt.
The Group does not seek to maintain any specific debt to capital ratio, but considers investment opportunities on their
merits and funds them in what it considers to be the most effective manner.
Foreign currency exposure
The Group has operations in the UK, USA, Canada, Italy, Germany, Australia, Brazil, and Mexico, 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 and accesso LLC held monetary assets in currencies other than its local currency, sterling
and US dollars, respectively. Balances at 31 December 2015 are:
accesso Technology Group plc
$156,804 (2014: $130,653) denominated in US dollars
AUD$14,436 (2014: AUD$56,958) denominated in Australian dollars
€81,235 (2014: €250,952) denominated in euros
accesso LLC
CAD$10,550 (2014: CAD$nil) denominated in Canadian dollars
€32,220 (2014: €nil) denominated in euros
£3,386 (2014: £nil) denominated in sterling
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 Group’s operations and their management of foreign currency exposure, they limit the potential down
side risk as far as practicably possible.
The Group considers the volatility of currency markets over the year to be representative of the potential foreign
currency risk it is exposed to. The main currency the Group’s results were exposed to was sterling and over the year
the average rate for 1GBP = 1.526 USD (2014: 1GBP = 1.65USD). If sterling had been an average of 5% stronger than the
dollar through the year then it would have increased Group profit before tax by $140,000 (1.95%). If sterling had been
42
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Foreign currency exposure (continued)
an average of 5% weaker than the dollar through the year then it would have decreased Group profit before tax by
$140,000 (1.95%).
The impact on revenue of these movements would be insignificant.
Fair Value Measurement
The Group does not have any level 2 or 3 financial assets or liabilities that have unobservable inputs that require
disclosure.
4.
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’s segments are evaluated by the Board as a whole and are not appraised on their entity level performance.
This is because the operations of the segments are merging as the business gains more scale. Allocation of resources is
driven by customer needs across the Group rather than entity level performance. Therefore, the Board consider the
Group in its current form to be a single Operating Segment.
The Group’s revenues, costs, assets, liabilities, currency exposure, and cash flows are therefore totally attributable to
the single Operating Segment. The ticketing and queuing operations of the Group are evolving and continually merging,
and the Group is now serviced through single sales teams, transferable staff, and is appraised on a Group basis in terms
of incentive arrangements.
The definition of segments will be assessed as the Group develops and continues to make acquisitions.
Entity-wide disclosures
Analyses of the Group’s external revenues and non-current assets (excluding deferred tax) by geographical location are
detailed below:
UK
Other Europe
Australia
USA and Canada
Central and South America
Revenue
Non-current assets
2015
$000
2,807
1,543
373
86,411
2,035
93,169
2014
$000
2,005
971
161
71,954
-
75,091
2015
$000
2,987
42
-
71,897
75
75,001
2014
$000
3,734
-
-
70,082
-
73,816
Revenue generated in each of the geographical locations is generally in the local currency of the theme park or
attraction based in that location.
43
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Business and geographical segments (continued)
Major customers
The Group has entered into agreements with theme parks, theme park groups, and attractions to operate its technology
in single or multiple theme parks or attractions within the theme park group.
The majority of the ultimate revenue of the business is derived from guest rentals of the Group’s virtual queuing
technology or tickets purchased by guests via the Group’s ecommerce technology, but no single guest forms a
significant proportion of the revenue of the Group. However, the ability to generate guest rentals or ticket related
revenue is fully dependant on the Group maintaining and developing agreements with theme parks or attraction
owners to operate its technology. Major customers as defined by IFRS 8.34 accounted for $54.0m of Group revenue for
2015 (2014: $53.5).
5.
Employees and directors
Wages and salaries
Social security costs
Defined contribution pension costs
Share based payment transactions
2015
$000
25,791
1,836
548
629
28,804
2014
$000
20,948
1,390
315
353
23,006
In respect of directors’ remuneration, the disclosures required by Schedule 5 to Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 are included in the detailed disclosures in the report of the
directors.
The average monthly number of employees during the year was made up as follows:
Operations
Research & development
Sales
Finance & administration
Marketing
Seasonal staff
2015
2014
113
113
20
42
2
420
710
76
79
14
25
1
432
627
44
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
6.
Expenses by nature
Park operating costs (i)
Staff costs
Legal and professional costs
Travel
Marketing
Inventories and consumables
Other costs
Other operating leases
Depreciation - owned assets
Depreciation - finance leased assets
Amortisation
Research and development
R&D capitalized to balance sheet
Foreign exchange differences
2015
$000
43,259
17,405
2,051
1,407
1,164
540
5,958
998
1,312
48
5,521
12,004
(6,224)
18
2014
$000
38,421
11,321
1,717
883
790
3,354
5,308
541
1,410
48
3,094
8,691
(2,592)
(12)
(i) Park operating costs include the operator’s share of the revenue, along with the Group’s operating costs per the
agreement with the park.
Auditor’s remuneration
During the period the following services were obtained from the Group's auditor at a cost detailed below:
Audit services
Fees payable to the company's auditors of the parent company and
consolidated accounts
Fees payable to the company's auditors for the audit of subsidiaries
Non audit services
Tax compliance
Tax advisory
Corporate finance services
Interim agreed upon procedures
Other non-audit services
2015
$000
2014
$000
114
84 2
72 4
33
8 5
9
2
322
80
34
66
66
80
13
2
341
45
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
7.
Finance income and expense
The table below details the finance income and expense for the current and prior periods:
Bank interest received
Finance costs:
Bank interest
Finance lease
Refinance costs
Total finance costs
Net finance expense
8.
Tax
2015
$000
3
(481)
(10)
-
(491)
(488)
2014
$000
2
(169)
(12)
(163)
(344)
(342)
The table below provides an analysis of the tax charge for the periods ended 31 December 2015 and 31 December
2014:
Note
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
Adjustment in respect of prior periods
Total current taxation
Deferred taxation
Original and reversal of temporary difference - for the current period
Original and reversal of temporary difference - for the prior period
18
Total taxation charge
2015
$000
466
(134)
332
1,181
-
1,181
1,513
268
70
338
1,851
2014
$000
449
-
449
1,397
(250)
1,147
1,596
(253)
1
(252)
1,344
46
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Tax (continued)
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
Tax at United States tax rate of 40% (2014: 40.0%)
Effects of:
Expenses not deductible for tax purposes
Additional deduction for patent box
Additional deduction for R&D expenditure – current period
Additional deduction for R&D expenditure – prior periods
Profit subject to foreign taxes at a (lower)/ higher marginal rate
Adjustment in respect of prior period – income statement
Adjustment in respect of prior periods – deferred tax
Deferred tax not recognized
Income not chargeable for tax purposes
Change in tax rates
2015
$000
7,220
2,888
76
(148)
(295)
-
(583)
(134)
-
47
-
-
2014
$000
5,129
2,052
294
-
(315)
(250)
(301)
-
1
-
(124)
(13)
Total tax charge
1,851
1,344
9.
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 year ended 31 December
2015 was $2,329,072 (2014: $1,215,196).
10.
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).
Earnings for adjusted earnings per share, a non GAAP measure, are defined as PBT before the deduction of amortisation
related to acquisitions, acquisition costs and costs related to share based payments less tax at the effective rate.
The following reflects the income and share data used in the total operations, diluted, and adjusted earnings per share
computations.
Profit attributable to ordinary shareholders ($000)
Basic EPS
Denominator
Weighted average number of shares used in basic EPS
Basic earnings per share (cents)
47
2015
5,369
2014
3,785
21,942
24.47
20,469
18.49
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Earnings per share (continued)
Diluted EPS
Denominator
Weighted average number of shares used in basic EPS
Effect of dilutive securities
Options
Weighted average number of shares used in diluted EPS
Diluted earnings per share (cents)
Adjusted EPS
2015
2014
21,942
20,469
911
22,853
23.49
377
20,846
18.16
Profit attributable to ordinary shareholders ($000)
Adjustments for the period related to:
Costs of acquisition and related refinancing
Amortisation relating to acquired intangibles from acquisitions
Share-based compensation and social security costs on unapproved options
Tax related to the above adjustments (2015: 25.6%, 2014: 26.2%):
Costs of acquisition and related refinancing
Amortisation relating to acquired intangibles from acquisitions
Share based compensation and social security costs on unapproved options
Adjusted profit attributable to ordinary shareholders ($000)
5,369
-
4,235
629
10,233
-
(1,084)
(161)
8,988
3,785
728
2,273
415
7,201
(190)
(596)
(109)
6,306
Denominator
Weighted average number of shares used in basic EPS
Adjusted earnings per share (cents)
21,942
40.96
20,469
30.81
48
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
11.
Intangible assets
The cost and amortisation of the Group’s intangible fixed assets are detailed in the following table:
Goodwill
$000
Customer
relationships
$000
Trademarks
$000
Internally
developed
technology
$000
Patent
costs
$000
IPR
costs
$000
Development
costs
$000
Totals
$000
At 31 December
2013
Foreign currency
translation
Acquired through
acquisition
Additions
At 31 December
2014
Foreign currency
translation
Additions
At 31 December
2015
Amortisation
At 31 December
2013
Foreign currency
translation
Charged
At 31 December
2014
Foreign currency
translation
Charged
At 31 December
2015
Net book value
At 31 December
2015
At 31 December
2014
16,566
5,781
-
22,407
-
-
4,459
-
236
-
205
29
8,904
643
264
5,486
37,880
-
(32)
(15)
(267)
(314)
11,376
-
-
76
-
-
-
2,592
38,447
2,697
38,973
10,240
470
20,280
687
249
7,811
78,710
-
254
-
-
-
-
-
-
(29)
-
(12)
-
(260)
6,224
(301)
6,478
39,227
10,240
470
20,280
658
237
13,775
84,887
-
-
-
-
-
-
-
321
-
473
794
-
882
7
-
86
93
-
148
1,209
237
232
2,705
4,711
-
1,715
(10)
129
(15)
4
(153)
687
(178)
3,094
2,924
356
221
3,239
7,627
-
3,205
(14)
74
(12)
25
(159)
1,187
(185)
5,521
1,676
241
6,129
416
234
4,267
12,963
39,227
8,564
229
14,151
242
3
9,508
71,924
38,973
9,446
377
17,356
331
28
4,572
71,083
49
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Intangible assets (continued)
The cost and amortisation of the company’s intangible fixed assets are detailed in the following table:
Patent
costs
$000
IPR costs
$000
Development
costs
$000
At 31 December 2013
Foreign currency translation
Additions
At 31 December 2014
Foreign currency translation
Additions
At 31 December 2015
Amortisation
At 31 December 2013
Foreign currency translation
Charged
At 31 December 2014
Foreign currency translation
Charged
At 31 December 2015
Net Book Value
At 31 December 2015
At 31 December 2014
552
(31)
59
580
(29)
-
551
202
(10)
77
269
(14)
74
329
222
311
264
(16)
-
248
(12)
-
236
232
(15)
4
221
(10)
24
235
1
27
Totals
$000
5,308
(314)
1,004
5,998
(301)
1,027
4,492
(267)
945
5,170
(260)
1,027
5,937
6,724
2,572
3,006
(153)
733
(178)
814
3,152
3,642
(158)
738
(182)
836
3,732
4,296
2,205
2,428
2,018
2,356
Prior period acquisition of VisionOne Worldwide Ltd.
On 28 November 2014, the Group acquired 100% of the voting equity of VisionOne Worldwide Ltd., a leading US
ticketing and e-commerce provider to the entertainment sector. Further details and disclosures relating to the
acquisition, including the provisional fair value of identifiable assets and liabilities acquired, purchase consideration and
goodwill are included within the 2014 Annual report and financial statements.
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 for the period ended 31 December 2014
is that from 28 November 2014. The amount contributed by VisionOne Worldwide Ltd. and its subsidiaries was $0.7m
and contributed gross profit of $0.18m over the same period.
Had VisionOne Worldwide Ltd. and its subsidiaries been consolidated from 1 January 2014 the consolidated statement
of comprehensive income would have included revenue of approximately $8.4m and gross profit of $7.7m. Acquisition
50
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Intangible assets (continued)
related costs of $0.72m were incurred in relation to this acquisition and are included within administrative expenses
($0.56m) and finance costs ($0.16m) within the statement of comprehensive income in 2014.
Details of the final fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill together
with the provisional fair values included within the 2014 Annual report and financial statements are:
Identifiable intangible assets
Internally developed technology
Customer relationships
Trademarks
Property, plant and equipment
Receivables and other debtors
Payables and other liabilities
Cash
Deferred tax Liability
Total net assets
Cash paid at completion
Equity instruments (1,519,364 ordinary
shares)
Working capital true-up
Total consideration
Goodwill on acquisition
Book value
$000
Adjustment
$000
Final fair
value
$000
Provisional
fair value
$000
1,526
-
-
198
1,656
(956)
693
(622)
2,495
18,781
14,610
293
33,684
(1)
9,850
4,459
205
(180)
-
-
(5,806)
8,528
-
-
-
-
11,376
4,459
205
198
1,476
(956)
693
(6,428)
11,023
11,376
4,459
205
198
1,656
(956)
693
(6,428)
11,203
18,781
18,781
14,610
293
33,684
14,610
219
33,610
22,661
22,407
(1)
In accordance with IFRS 3 Business Combinations (revised 2008), the consideration paid in shares is based on the
share price at the date on which the company obtained control of VisionOne Worldwide Ltd. The price determined
in the Membership Interest Purchase Agreement for calculating the number of shares to be issued to the vendors
is based on an average price of 577.5p. Shares are subject to certain lock-up restrictions, namely that one third is
fully restricted until twelve months after the completion date; a further one third is fully restricted until 24 months
after the completion date; and the final one third is fully restricted until 36 months after the completion date.
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 fair value uplift of intangible assets recognised does not attract tax deductions under applicable local tax
jurisdictions.
The net cash outflow in each year in respect of acquisition comprised:
Cash paid
Net cash acquired
Total cash outflow in respect of acquisition
2015
$000
(293)
-
(293)
2014
$000
(18,781)
693
(18,088)
Total
$000
(19,074)
693
(18,381)
51
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Intangible assets (continued)
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable
amount is determined based on value in use calculations. The use of this method requires the estimation of future cash
flows and the determination of a discount rate in order to calculate the present value of the cash flows.
Details of goodwill allocated to acquired cash generating units (CGUs) is as follows:
2015
$000
2014
$000
Goodwill carrying amount
Acquired cash generating unit: accesso, LLC & Siriusware, Inc. (CGU 1)
Acquired cash generating unit: VisionOne Worldwide Limited and its subsidiaries (CGU 2)
16,566
22,661
16,566
22,407
Recoverable amount of CGU's
Acquired cash generating unit: accesso, LLC & Siriusware, Inc. (CGU 1)
Acquired cash generating unit: VisionOne Worldwide Limited and its subsidiaries (CGU 2)
65,120
33,668
69,636
35,704
Excess of recoverable value of CGU above carrying value
Acquired cash generating unit: accesso, LLC & Siriusware, Inc. (CGU 1)
Acquired cash generating unit: VisionOne Worldwide Limited and its subsidiaries (CGU 2)
24,654
184
29,981
4,556
The recoverable amounts of all the CGUs have been determined from value in use calculations based on cash flow
projections using budget and forecast projections and assumes a perpetuity based terminal value.
The key assumptions used for value in the calculations in 2015 and 2014 are as follows:
Pre-tax discount rate (%)
Average operating margin (%)
Terminal growth rate (%)
Forecast period (years)
2015
2014
CGU 1
14.5
16.0
3
8
CGU 2
14.5
25.6
3
8
CGU 1
14.5
19.3
3
8
CGU 2
14.5
19.3
3
8
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.
The Group considers the use of a forecast period of 8 years to be acceptable based on the long term agreements within
the business that support a longer term view on revenue visibility. Management have a proven track record of
accurately forecasting over extended forecast periods.
In respect of CGU 1, if any one of the changes indicated below were made to the above key assumptions, the carrying
amount and recoverable amount would be equal.
Pre-tax discount rate
Average operating margin
Per test
%
14.5
16.0
Change
%
+7.0
(7.9)
52
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Intangible assets (continued)
In respect of CGU 2, if any one of the changes indicated below were made to the above key assumptions, the carrying
amount and recoverable amount would be equal.
Pre-tax discount rate
Average operating margin
12.
Property, plant and equipment
Per test
%
14.5
25.6
Change
%
+0.1
(0.2)
The cost and depreciation of the Group’s tangible fixed assets are detailed in the following table:
Furniture &
fixtures
Leasehold
improvements
$000
814
(13)
13
271
(3)
1,082
(13)
568
1,637
365
(10)
7
199
(3)
558
(11)
187
734
903
524
Totals
$000
7,350
(296)
2,472
825
(8)
$000
456
-
561
-
-
1,017
10,343
-
97
(307)
1,785
1,114
11,821
86
-
459
42
-
587
-
71
658
456
430
4,059
(178)
2,278
1,458
(7)
7,610
(226)
1,360
8,744
3,077
2,733
Cost
At 31 December 2013
Foreign currency translation
Acquired through acquisition
Additions
Disposals
At 31 December 2014
Foreign currency translation
Additions
At 31 December 2015
Amortisation
At 31 December 2013
Foreign currency translation
Acquired through acquisition
Charged
Disposals
At 31 December 2014
Foreign currency translation
Charged
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
Installed
systems
$000
4,450
(257)
345
440
-
4,978
(242)
699
5,435
2,433
(146)
184
1,031
-
3,502
(169)
846
4,179
1,256
1,476
Plant, machinery
and office
equipment
$000
1,630
(26)
1,553
114
(5)
3,266
(52)
421
3,635
1,175
(22)
1,628
186
(4)
2,963
(46)
256
3,173
462
303
53
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Property, plant and equipment (continued)
The cost and depreciation of the company’s tangible fixed assets are detailed in the following table:
Furniture
& fixtures
Leasehold
improvements
Totals
$000
244
(15)
-
229
(12)
420
637
162
(10)
39
191
(10)
35
216
421
38
$000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$000
4,992
(298)
473
5,167
(275)
518
5,410
2,906
(178)
1,062
3,790
(197)
685
4,278
1,132
1,377
Cost
At 31 December 2013
Foreign currency
translation
Additions
At 31 December 2014
Foreign currency
translation
Additions
At 31 December 2015
Amortisation
At 31 December 2013
Foreign currency
translation
Charged
At 31 December 2014
Foreign currency
translation
Charged
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
Installed
systems
$000
4,302
(257)
439
4,484
(240)
20
4,264
2,363
(146)
989
3,206
(167)
613
3,652
612
1,278
Plant,
machinery
and office
equipment
$000
446
(26)
34
454
(23)
78
509
381
(22)
34
393
(20)
37
410
99
61
54
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
13.
Investments
Investment in subsidiaries
Cost
At 31 December 2014
Additions
Foreign currency translation
At 31 December 2015
At 31 December 2013
Additions
Foreign currency translation
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2015
Name
Country of incorporation
% Ownership
interest
Lo-Q, Inc.
Lo-Q Service Canada Inc
Lo-Q (Trustees) Limited
accesso, LLC.
Siriusware, Inc.
Lo-Q Limited
VisionOne Worldwide Limited
VisionOne, Inc.
VisionOne S.A. de C.V.
ShoWare do Brazil Ltda
VisionOne do Brazil Ltda
United States of America
Canada
United Kingdom
United States of America
United States of America
United Kingdom
British Virgin Islands
United States of America
Mexico
Brazil
Brazil
100
100
100
100
100
100
100
100
100
60
100
$000
47,948
74
(2,408)
45,614
14,935
33,903
(890)
47,948
47,948
45,614
% Voting
Rights
100
100
100
100
100
100
100
100
100
60
100
accesso, LLC, Siriusware, Inc. and VisionOne, Inc. are 100% owned by Lo-Q, Inc. VisionOne do Brazil Ltda and VisionOne
do Mexico Ltda are 100% owned by VisionOne Worldwide Ltd. Showare Do Brazil Ltda is 60% owned by VisionOne do
Brazil Ltda, and 40% owned by GG Participacoes Ltda, a Brazilian company.
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, Siriusware, Inc. and the VisionOne subsidiaries 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 20.
Immediately on the acquisition of VisionOne Worldwide Limited the shares of VisionOne, Inc. were transferred to Lo-Q
Inc. The non-controlling interests of all subsidiaries that are not 100% owned by the Group are considered to be
immaterial.
55
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
14.
Inventories
Stock
Park installation
Group
Company
2015
$000
561
-
561
2014
$000
639
9
648
2015
$000
360
-
360
2014
$000
403
-
403
The amount of inventories recognised as an expense and charged to cost of sales for the year ended 31 December 2015
was $1,878,066 (2014: $1,796,084). Park installation balances includes equipment installed at a theme or water park
on a trial basis or during the phase prior to a new or updated operation commencing.
15.
Cash and cash equivalents
Petty cash
Bank accounts
16.
Trade and other receivables
Trade debtors
Accrued income
Amounts owed by Group undertakings
Financial assets
Social security and other taxes
Other debtors
VAT
Prepayments
Group
Company
2015
$000
1
5,306
5,307
2014
$000
1
5,692
5,693
2015
$000
1
1,733
1,734
2014
$000
1
1,308
1,309
Group
Company
2015
$000
6,407
1,400
-
7,807
18
85
140
1,030
9,080
2014
$000
2,885
1,143
-
4,028
-
1,882
20
1,016
6,946
2015
$000
413
51
17,701
18,165
1
31
138
327
18,662
2014
$000
43
50
20,150
20,243
-
33
35
217
20,528
The Group’s financial assets are short term in nature. In the opinion of the directors, the book values equate to their
fair value.
56
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
17.
Trade and other payables
Trade creditors
Sundry creditors
Accruals
Financial liabilities
Social security and other taxes
Group
Company
2015
$000
2,493
159
6,442
9,094
87
9,181
2014
$000
1,062
776
6,112
7,950
49
7,999
2015
$000
220
44
971
1,235
12
1,247
2014
$000
337
219
905
1,461
-
1,461
The Group’s financial liabilities are short-term in nature. In the opinion of the directors the book values equate to their
fair value.
18.
Deferred taxation
Group
At 31 December 2014
Charged to income (see note 8)
Charged directly to equity
At 31 December 2015
At 31 December 2013
Foreign currency translation
Charged to income (see note 8)
Charged directly to equity
Business combinations
At 31 December 2014
Company
At 31 December 2014
Charged to income
Charged directly to equity
At 31 December 2015
At 31 December 2013
Foreign currency translation
Charged to income
Charged directly to equity
At 31 December 2014
57
Asset
$000
Liability
$000
5,696
(8,804)
(292)
262
(46)
-
5,666
(8,850)
6,539
(2,670)
(154)
90
(779)
-
129
162
3
(6,428)
5,696
(8,804)
195
15
73
283
629
93
(35)
(492)
(32)
(196)
-
228
(116)
2
82
-
195
(32)
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Deferred taxation (continued)
The following table summarises the recognised deferred tax asset and liability:
Group
Recognised asset
Tax relief on unexercised employee share options
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
Short term timing differences
Deferred tax asset
Recognised liability
Depreciation in excess of capital allowances
Deferred tax liability
2015
$000
1,108
3
4,555
5,666
2014
$000
831
289
4,576
5,696
(2,380)
(6,470)
(8,850)
(1,246)
(7,558)
(8,804)
280
3
283
(228)
(228)
195
-
195
(32)
(32)
Deferred tax assets and liabilities have been measured at an enacted rate of 18% and 40% in the UK and US respectively
(2014: 20% and 40% respectively).
19.
Financial lease
Certain office equipment in one of the Group’s properties is classified as a finance lease, and included within the Group
tangible asset net book value of $3.1m are assets with a net book value of $0.1m held under finance lease
arrangements. The depreciation charged in the year in respect of these assets was $0.05m.
Future lease payments are due as follows:
Not later than one year
Repayable between one and five years
Current liabilities
Non-current liabilities
Minimum lease
payments
$000
Interest
$000
Present
Value
$000
57
67
124
6
4
10
51
63
114
51
63
114
58
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Finance lease (continued)
At 31 December 2014, the future lease payments were as follows:
Minimum lease
payments
$000
Interest
$000
Present
Value
$000
Not later than one year
Repayable between one and five years
58
124
182
10
10
20
48
114
162
48
114
162
Current liabilities
Non-current liabilities
20.
Borrowings
Bank loans
Group
Company
2015
$000
14,700
14,700
2014
$000
20,000
20,000
2015
$000
14,700
14,700
2014
$000
20,000
20,000
On 7 November 2014 the Group entered into an amendment and restatement agreement with Lloyds Bank plc in
relation to a Revolving Loan Facility dated 4 December 2013. The amended facility includes a borrowing rate of 1.75
per cent above three month LIBOR on funds subject to drawdown and a commitment rate of 0.7 per cent on funds not
drawndown. The facility is US dollar denominated and has been secured on the Group’s assets and intellectual property
in the US and UK. The carrying value of these borrowings approximate to the fair value.
The maximum available for drawdown through to its expiry on 31 December 2017 are as follows:
7 November 2014 to 31 October 2015: $29m
1 November 2015 to 31 October 2016: $22m
1 November 2016 to 31 December 2017: $8m
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.
No changes were made to this facility in 2015. The costs incurred in refinancing this facility in 2014 are found in note 7.
On 14 March 2016, the Group amended the above facility with Lloyds Bank. The amended facility extends it to allow a
drawdown facility of $25m, with no step downs, at an improved drawdown rate of 1.35% above LIBOR, and an improved
commitment rate. The renewed facility terminates on 14 March 2019 with the possibility for this to extend for a further
12 months.
59
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
21.
Called up share capital
Ordinary shares of 1p each
Opening balance
Foreign currency translation
Issued for acquisitions
Issued in relation to exercised share options
2015
Number
2015
$000
2014
Number
21,924,537
-
-
59,784
342
(17)
-
1
20,203,011
-
1,519,364
202,162
Closing balance
21,984,321
326
21,924,537
2014
$000
335
(20)
24
3
342
During the period, 59,784 shares, with a nominal value $909, were allotted following the exercise of share options.
On 28 November 2014, the Group issued 1,519,364 shares, with a nominal value of $23,686, in respect of the acquisition
of VisionOne Worldwide Ltd., with a fair value of $14.6m ($9.62 per share). Shares are subject to certain lock-up
restrictions, namely that one third is fully restricted until twelve months after the completion date; a further one third
is fully restricted until 24 months after the completion date; and the final one third is fully restricted until 36 months
after the completion date.
Following the adoption of new Articles of Association on 12 April 2011 the company no longer has an authorised share
capital.
All issued share capital is fully paid, except for 853,818 treasury shares registered in the name of Lo-Q (Trustees)
Limited, a wholly owned subsidiary of the company on behalf of the Lo-Q Employee Benefit Trust.
Share option schemes
At 31 December 2015 the following share options were outstanding in respect of the ordinary shares:
Scheme
EMI Scheme
US Scheme
UK unapproved Scheme
Long term incentive plan
Number of
shares
Period of Option
Price per share
3,000
28,235
88,083
15,000
12,000
22,600
40,000
160,000
32,370
16,222
15,000
137,500
167,700
212,800
110,000
30,400
182,206
40,400
277,534
25 June 2010 to 24 June 2019
24 June 2013 to 23 June 2021
30 November 2014 to 29 November 2022
25 April 2015 to 25 April 2023
23 January 2017 to 22 January 2024
15 April 2018 to 15 April 2025
(1)
10 March 2012 to 9 March 2021 (2)
24 June 2013 to 23 June 2021
30 November 2014 to 29 November 2022
26 March 2014 to 25 March 2022
25 April 2015 to 25 April 2023
23 January 2017 to 22 January 2024
15 April 2018 to 15 April 2025
10 March 2012 to 9 March 2021
25 April 2015 to 25 April 2023
8 July 2017
27 October 2017
15 April 2018
57.5p
179p
323.5p
600p
697.5p
557.5p
57.5p
156p
179p
323.5p
292.5p
600p
697.5p
557.5p
156p
600p
-p (3)
-p (3)
-p (3)
60
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Called up share capital (continued)
(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.
(3) Vesting is conditional on achievement of certain market based conditions (see note 25).
22.
Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Share premium:
Own shares held in trust: Weighted average cost of own shares held by the EBT
Other reserve:
Merger relief reserve:
Description and purpose
Amount subscribed for share capital in excess of nominal value
Reserve to account for share option equity based transactions
The merger relief reserve represents the difference between the fair value and
nominal value of shares issued on the acquisition of subsidiary companies, where the
company has taken advantage of merger relief
All other net gains and losses and transactions not recognised elsewhere
Gains/losses arising on retranslating the net assets of overseas operations into US
dollars
Retained earnings:
Translation reserve:
23.
Pension commitments
The Group operates a defined contribution pension scheme in the UK and US. 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 $548,044 (2014: $315,416). Contributions amounting
to $48,647 (2014: $38,900) were payable to the fund and are included in creditors.
24.
Related party disclosures
Ultimate controlling party
There is no ultimate controlling party.
Subsidiaries
The company has outstanding balances and transactions with its subsidiaries as set out below:
Outstanding balances
Transactions in year
Lo-Q, Inc.
Lo-Q Service Canada Inc
Lo-Q (Trustees) Limited
accesso, LLC
VisionOne Worldwide Limited
VisionOne, Inc.
Siriusware, Inc.
2014
$000
15,627
708
2,076
383
1,578
(222)
-
2015
$000
7,629
75
-
568
-
-
-
2014
$000
6,040
151
-
401
-
-
-
20,150
8,272
6,592
2015
$000
14,220
197
1,971
114
1,509
(222)
(88)
17,701
61
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Related party disclosures (continued)
Other related parties
Rockspring, a company in which David Gammon, an accesso Technology Group plc director, is a director invoiced the
company in respect of directors fees $44,256 (2014: $44,080) of which $3,578 (2014: $3,673) was outstanding at year
end.
Matt Cooper, an accesso Technology Group plc director, invoiced the company in respect of directors fees $44,256
(2014: $44,080) of which $3,578 (2014: $3,673) was outstanding at year end.
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 $100,928 (2014: $56,382) in respect of marketing services of which $3,082 (2014:
$3,818) was outstanding at year end.
All of the above outstanding amounts are included within trade creditors.
Key management compensation
The key management of the company staff are considered to be the directors and their remuneration is as follows:
Director’s remuneration
Director's contribution to retirement scheme
Employer’s social security costs
Share-based payments
2015
$000
1,785
55
126
115
2,081
2014
$000
1,761
69
221
41
2,092
Included in employer’s social security costs is an amount of $nil related to the exercise of unapproved share options by
directors (2014: $72,000).
25.
Share-based payment transactions
Equity settled share option schemes
For details of share option schemes in place during the period see note 21. Details of the number of share options and
the weighted average exercise price (WAEP) outstanding during the period are as follows:
Outstanding at beginning of year
Granted during the year
Exercised during the year
Leavers, lapsed & other
2015
2014
restated *
Number
1,178,200
527,334
(59,784)
(54,450)
WAEP (pence)
313.21
264.09
388.58
626.43
Number
977,159
469,356
(202,162)
(66,153)
WAEP (pence)
284.56
355.77
127.59
609.28
1,591,300
Outstanding at end of the year
Exercisable at the end of the year
676,060
Weighted average share price at date of exercise for
share options exercised during the year:
289.10
300.95
1,178,200
955,603
313.21
176.85
795.80
745.39
* The 2014 share-based payment disclosure has been restated for the inclusion of the LTIP share options in issue.
62
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Share based payment transactions (continued)
The exercise price of options outstanding at 31 December 2015 range between £nil and 697.5p (2014: £nil and 600.0p)
and their weighted average contractual life was 5.4 years (2014: 5.5 years).
The weighted average share price at the date of exercise for share options exercised during the period was £7.95 (2014:
£7.45).
The fair values were calculated using the Black-Scholes valuation method. The inputs to the model were as follows:
Weighted average share price (pence)
Exercise price of options issued during the period
Expected volatility %
Expected life (years)
Risk free rate (%)
Dividend yield (%)
2015
795.80
575.5
27.63
2.00
1.00
-
2014
745.39
697.5
31.00
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 Group’s share price over the previous
twelve month period. Expected life is based on the Group’s 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 as explained
on page 20.
Long term incentive plan
In addition to those above, on 15 April 2015 the Group granted conditional share awards (“Awards”) over 277,534
ordinary shares of 1 penny under the Long Term Incentive Plan (“LTIP”), which was approved by shareholders on 27
May 2014.
During 2014, the company granted Awards over 222,206 ordinary shares of 1 penny under the LTIP.
All Awards vest three years from the date of grant, are required to be held for a further six months, and are subject to
certain performance conditions.
The performance conditions for the 2015 Awards are achieved via compound share price growth rates from a share
price of 545 pence per share over the vesting period. If the average share price (“ASP”) during the thirty days prior to
15 October 2018 (the “test date”) is 864.37 pence or more, 100% of the shares pursuant to the Award shall vest and
the award shall be exercisable in full. The resulting shares from these awards are required to be held for a further six
months following the test date.
The Awards shall vest and become exercisable in respect of 30% of the shares comprised in it if the ASP is 805.16 pence.
Between ASP of 805.16 and 864.37 pence, the Award shall vest and become exercisable on a straight line basis between
30% and 100%.
The Awards shall not vest at all if the ASP is less than 805.16 pence. No consideration will be paid for the conditional
shares upon their vesting.
The performance conditions for the 2014 Awards are achieved via compound share price growth rates from a share
price of 528.25 pence per share over the vesting period. If the ASP during the thirty days prior to 8 July 2017 (the “test
date”) is 803.40 pence or more, 100% of the shares pursuant to the Award shall vest and the award shall be exercisable
in full. The resulting shares from these awards are required to be held for a further six months following the test date.
63
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Share based payment transactions (continued)
The Awards shall vest and become exercisable in respect of 30% of the shares comprised in it if the ASP is 748.37 pence.
Between ASP of 748.37 and 803.40 pence, the Award shall vest and become exercisable on a straight line basis between
30% and 100%.
Awards shall not vest at all if the ASP is less than 748.37 pence. No consideration will be paid for the conditional shares
upon their vesting.
The fair values of the Awards at the dates of grant were calculated using the Monte Carlo statistical modelling approach
to reflect the market conditions within the Award conditions. The inputs to this model were as follows:
Expected volatility (%)
Expected life years
Risk free rate (%)
Dividend yield (%)
26.
Notes to cash flow
Reconciliation of cash generated from operations
Group
Profit before tax
Depreciation and amortisation charges
Tangible fixed assets (excluding finance leases)
Development costs
Acquired intangibles
Finance leased assets
Other intangibles
Share based payment
Finance costs
Finance income
Decrease in inventories
Increase in trade and other receivables
Increase in trade and other payables
2015
30.00
3.00
0.60
-
2014
32.00
1.00
0.89
-
2015
$000
7,220
1,312
1,187
4,235
48
99
629
491
(3)
15,218
86
(1,912)
1,320
2014 -
restated *
$000
5,129
1,411
687
2,273
48
133
353
344
(2)
10,376
186
(1,821)
1,899
Cash generated from operations
14,712
10,640
* The presentation of the 2014 foreign exchange movement has been represented within the movements of working
capital to which the foreign exchange relates. The amount restated was not material to the Group.
64
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
Notes to cash flow (continued)
Company
Profit before tax
Depreciation and amortisation charges
Tangible fixed assets
Development costs
Other intangibles
Share based payment
Finance costs
Finance income
Decrease in inventories
Decrease in trade and other receivables
(Decrease) / Increase in trade and other payables
Cash generated from operations
2015
$000
2,843
685
738
98
629
480
-
5,473
44
1,898
(345)
7,070
2014 -
restated *
$000
1,620
1,062
733
81
323
332
(2)
4,149
44
1,278
486
5,957
* The presentation of the 2014 foreign exchange movement has been represented to reclassify $1.388m to the
movements of working capital to which the foreign exchange has arisen.
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
2014
$000
5,693
5,693
1,309
1,309
Cash Flow
$000
Exchange
movement
$000
(146)
(146)
491
490
(240)
(240)
(66)
(66)
2015
$000
5,307
5,307
1,734
1,734
65
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2015
27.
Commitments under operating leases
Total of future minimum operating lease payments under non-cancellable operating leases:
Group
Land & buildings
Less than one year
Within one to five years
Greater than five years
Other
Less than one year
Within one to five years
Greater than five years
Company
Land & buildings
Less than one year
Within one to five years
Greater than five years
Other
Less than one year
Within one to five years
Greater than five years
2015
$000
720
3,495
1,871
6,086
47
87
-
134
93
604
817
1,514
47
87
-
134
2014
$000
813
1,730
-
2,543
98
24
-
122
104
-
-
104
30
24
-
54
Operating leases within ‘Land & buildings’ include the leases of company and Group offices. Leasing arrangements from
the respective lessors can be viewed as standard. Leases within ‘Other’ include office equipment and a vehicle. Terms
can be viewed as standard.
66