Registered number 03959429
accesso Technology Group plc
2020 Annual report and financial statements
accesso Technology Group plc
Contents of the consolidated financial statements
for the financial year ended 31 December 2020
Company information
Introduction and key highlights
Chief Executive’s statement
The Board of Directors
Strategic report
Directors’ remuneration report
Report of the Directors
Corporate governance report
Page
2
3
6
17
19
24
40
45
Statement of Directors’ responsibilities in respect of the annual report and the financial statements
49
Report of the independent auditor 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
Consolidated statement of changes in equity
Company statement of changes in equity
Notes to the consolidated financial statements
50
57
58
59
60
61
62
63
64
accesso Technology Group plc
Company information
for the financial year ended 31 December 2020
Directors:
Secretary:
Registered office:
Bill Russell, Non-Executive Chairman
Steve Brown, Chief Executive Officer
Fern MacDonald, Chief Financial Officer
Karen Slatford, Senior Independent Director
Andy Malpass, Non-Executive Director
Jody Madden, Non-Executive Director
Martha Bruce
Bruce Wallace Associates Limited
118 Pall Mall
London
SW1Y 5ED
Unit 5, The Pavilions
Ruscombe Park
Twyford
Berkshire
RG10 9NN
Registered number:
03959429 (England and Wales)
Auditor:
Bankers:
KPMG LLP
Two Forbury Place
33 Forbury Road
Reading
RG1 3AD
Lloyds Bank PLC
The Atrium
Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU
Investec Bank PLC
30 Gresham Street
London
EC2V 7QP
2
accesso Technology Group plc
Introduction and key highlights
for the financial year ended 31 December 2020
Commenting on the results, Steve Brown, Chief Executive Officer of accesso, said:
“During 2020 we proved ourselves resilient in the face of a near-total shutdown of our industry as global travel and leisure
was severely impacted by the COVID-19 pandemic. I am proud of how our team responded, and how we worked through
the personal, professional, and financial impacts together.
With so many of our customers shuttered, we took the opportunity to refocus and reshape our business. We have removed
duplication, refined processes, reduced costs, aligned our teams for greater efficiency, improved customer support, and
delivered new innovation. We now have a growth-ready foundation on which to address substantial pent-up demand as
the pandemic recedes.
During 2020 we delivered strong performance where and when our customers were able to open. This gives us confidence
that our underlying opportunity is intact or even enhanced. In the last year, technology has become an even more critical
element of the guest experience as both venues and customers increased their need and reliance on digital services to
drive efficiency and improved experiences.
While the pandemic is not yet behind us, with vaccination programmes underway in our key geographies, we feel
confident of a progression to more normal trading conditions in 2021. With the strength of our technology offering, solid
relationships, and an amplified focus on technology by venue operators, we are well-set to re-embark on our growth
journey.”
Headline Financial Results
• Group revenue was $56.1m (2019: $117.2m), a resilient performance and ahead of expectations set out at the
onset of the pandemic
o Repeatable revenues1 fell 56.8% to $41.3m due to the impact of COVID-19 closures, representing 73.6% of total
revenue.
o Non-repeatable revenue1 reduced by 32.9% to $12.3m (2019: $18.3m), with lower impact due to licence fees
and professional service revenues, particularly relating to our work in the cruise segment, continuing to be
delivered throughout the year.
•
Cash EBITDA2, now the Group’s principal operating metric, decreased to a loss of $11.5m (2019: +$7.1m). The
reduction of $18.6m against a revenue decline of $61.1m is a testament to the swift and decisive actions of
management to realign the Group’s cost base in response to the pandemic. Statutory cash used in operations was
an outflow of $11.9m (2019: inflow of $24.6m).
• Net cash at December 31, 2020 was $29.7m4 (2019: $0.4m). This reflects a $46.1m (net of costs) placing in June 2020
the proceeds of which remained at the Company’s disposal due to strong cash management.
• New debt facility committed by the Group on 19 March 2021 with Investec Bank PLC. All year-end bank loan
borrowings with Lloyds Bank PLC have been settled and the Group now has access to an unutilised £18m, revolving
facility with a term of 3 years to March 2024; draw down is subject to securing charges over our US subsidiary entities.
• Adjusted basic EPS3 was a loss of 60.64 cents per share (2019: +30.78 cents per share), a basic loss per share of
•
(84.78) cents per share (2019: Loss of 184.26 cents per share))
Statutory loss before tax was $32.9m (2019: loss $57.6m) largely reflecting a $61.1m revenue reduction net of cost
saving exercises deployed by management.
3
accesso Technology Group plc
Operational & Strategic highlights
•
Leadership change: Steve Brown returns as CEO; Fern MacDonald appointed CFO; New Chief Commercial Officer
(‘CCO’), New Head of Product and Head of People returned to the Group, reflecting structural realignment to drive
productivity and efficiency.
•
• Business platform transformation: Along with cost-action to manage pandemic pressures, development teams have
been aligned around focus areas, operational teams aligned around key markets, support systems consolidated, and
product roadmap defined.
Innovation to support customers: Online reservations, virtual queuing, mobile Food & Beverage technology all
support venue openings with social distancing whilst providing longer term adoption opportunities. Cross-product
integration opportunity continues to receive strong validation with 50 venues now utilising more than one solution
(2019: 26).
Innovation drives new business wins: Virtual queuing success, robust demand for accesso Passport® eCommerce
and strong performance from our new mobile Food and Beverage solution underline new demand for post-COVID-
19 eCommerce and Guest Experience technologies.
•
• Opportunity ahead remains intact: Underlying demand remains strong while eCommerce has become more critical
to operator success. More venues signed on for online ticketing solutions in 2020 (45) than signed on during 2019
(42). Markets served by accesso are expected to rebound quicker than the broader leisure space due to more
localised target audiences.
Outlook & guidance
•
•
•
•
Encouraging start to 2021: Despite European and Californian attractions remaining closed in January and February,
the Group delivered strong revenue performance, trading only 19% down on the same two months in 2019. Our
year-to-date eCommerce trading also indicates strong pent-up demand. With year-to-date eCommerce ticket
volumes in APAC at 15% and 21% above 2020 and 2019 respectively. North American volumes are up 54% and 28%
over the same periods. The majority of our remaining venues have now either opened or have scheduled openings
through to May 2021.
COVID-19 remains impactful: The Group anticipates travel and tourism will be substantially restricted in 2021
however our late-2020 experience suggests significant pent-up demand will come through as the pandemic recedes.
Venues in certain regions have already reopened at reduced capacity or plan to reopen between April and early
summer. Out largest clients have all indicated their plans to fully reopen all parks ahead of summer (assuming
Government approval).
Cautious optimism for the year ahead: We remain cautiously optimistic for 2021 as vaccine rollouts accelerate. We
expect performance in H1 to be above 2020 levels with a return to something close to normal trading expected later
in H2. Our strong balance sheet and available facilities enable us to manage potential downside scenarios.
Financial Results: With base level demand expected to be ahead of 2020, we anticipate neutral to slightly positive
cash flow for 2021, based upon anticipated revenue of not less than $83m. We do not anticipate utilising any
additional credit facility on a full year basis and expect to retain significant cash resources as a contingency.
Footnotes
(1) Repeatable revenue consists of transactional revenue such as a ticket sold by a customer or as a percent of revenue generated by a venue operator
and recurring maintenance, support and platform revenue. Non-repeatable revenue is revenue that occurs one-time (e.g. up-front licence fees) or
is not repeatable based upon the current agreement (e.g. billable professional services hours) and is unlikely to be repeatable without additional
successful sales execution by accesso (See page 11).
(2) Cash EBITDA is calculated as operating profit before the deduction of amortisation, impairment of intangible assets, depreciation, acquisition costs,
deferred and contingent payments, and costs related to share-based payments less capitalised development costs paid in cash as per the
consolidated cash flow statement.
(3) Adjusted basic earnings per share is calculated using an after adjusting operating profit that is adjusted for impairment of intangible assets,
amortisation on acquired intangibles, deferred and contingent consideration linked to continued employment, acquisition and aborted sale
expenses, finance charges relating to deferred and contingent liabilities and share-based payments, net of tax at the effective rate for the period
on the taxable adjusted items (see page 89)
(4) Net cash is calculated as cash and cash equivalents less borrowings (see page 15)
4
accesso Technology Group plc
About accesso Technology Group
At accesso, we believe technology has the power to redefine the guest experience. Our patented and award-winning
solutions drive increased revenue for attraction operators while improving the guest experience. Currently serving over
1,000 clients in more than 30 countries around the globe, accesso's solutions help our clients streamline operations,
generate increased revenues, improve guest satisfaction and harness the power of data to educate business and
marketing decisions.
accesso stands as the leading technology provider of choice for tomorrow's attractions, venues and institutions. We
invest heavily in research and development because our industries demand it, our clients benefit from it and it makes a
positive impact on the guest experience. Our innovative technology solutions allow venues to increase the volume and
range of on-site spending and to drive increased transaction-based revenue through cutting edge ticketing, point-of-sale,
virtual queuing, distribution and experience management software.
Furthermore, COVID-19 has highlighted the benefits our technology is able to bring to venues from facilitating social
distancing using our robust and sophisticated virtual queuing solutions; reservation systems delivered through our agile
eCommerce platform to enable capacity management, taking queues away from front gates; and attraction eateries
utilising our contactless food and beverage offerings.
Many of our team members come from backgrounds working within the attractions and cultural industry. In this way, we
are experienced operators who run a technology company serving attractions operators, versus a technology company
that happens to serve the market. Our staff understands the day-to-day operations of managing complex venues and the
challenges this creates, and together we strive to provide our clients and their guests with technology that empowers
them to do more and enjoy more. From our agile development team to our dedicated client service specialists, every
team member knows that their passion, integrity, commitment, teamwork and innovation are what drive our success.
accesso is a public company, listed on AIM: a market operated by the London Stock Exchange. For more information visit
www.accesso.com. Follow accesso on Twitter, LinkedIn and Facebook.
***
5
accesso Technology Group plc
Chief Executive’s statement
My decision to return to accesso as CEO in early 2020 was driven by my firm view that our business has a unique
opportunity to be successful in the markets we serve. We have a customer-base, technology set and level of scale which
sets us apart from the competition, and we have a level of ambition, driven by some of the best people in our industry,
that none can match. Despite a year in which the COVID-19 pandemic has turned our industry upside-down, my level of
belief remains the same.
There is no doubt that circumstance intervened and made 2020 quite different from the year I had imagined. We were
only able to focus on growth for a few short weeks. Quite soon we had to shift quickly, reinforcing our financial position
and building operational resilience to ensure we could weather the coming storm. We right-sized our employee base,
initiated a four-day working week for many staff during the period of reduced operations, reducing our underlying
administrative expenditure by $1.4m to an average of $4.7m per month during the year. We also raised $46.1m from
shareholders in June 2020 as contingency, and took the opportunity to bring forward planned changes that would simplify
our structure, reduce inefficiency, and bring clarity to the overall accesso operation. These actions, focused on three
pillars of activity we called People, Process and Product, solidified our outlook and gave us the license to focus our energy
on supporting our customers by doing what we do best: innovating to help them make the most of their opportunities.
Throughout the pandemic we have adopted a simple mantra in relation to our customer base: treat clients like family.
accesso has built its reputation on trusted partnership, and our relationships are strengthened in times of challenge.
Whether helping to facilitate refunds for cancelled events, tapping into previously unused product features, or making
last minute feature changes to enable re-openings, our teams worked with a level of quality and commitment that our
customers will not soon forget.
Our proactive approach enabled us to adapt and develop technology solutions suited to our customers’ new reality.
During the year we used our virtual queuing technology to enable in-venue social distancing, contactless food & beverage
ordering to reduce in-person interactions, online reservations and ticketing to assist with capacity management, plus a
range of other modifications to support the emerging needs of our industry.
Whilst our full-year revenues were significantly impacted by the pandemic, our team’s ability to adapt and align with our
customers to provide essential technology was nothing short of remarkable. Together we faced unprecedented adversity
with the type of purpose, passion and partnership that are at the core of our company vision statement. With the hard
work done across 2020 to reshape our business, I am as optimistic as ever about the future.
2020 in review
Our Market
2020 was an incredibly difficult year for our customers and end-markets in general. The introduction of global lockdowns
from March onwards put a stop to almost all trading activity through most of the European and North American summers,
and although we did see some reopenings at reduced capacities during the autumn, volumes for the year were far lower
than normal.
Despite the overall supressed trading, during 2020 we did see technology – and particularly eCommerce – playing an
increasingly important role in the activity which did take place. With the breadth of venue-types we serve looking to
manage strict capacity controls and facilitate less face-to-face interaction with staff, we saw our online ticketing business
provide much-needed capability to the venues that were able to reopen.
Across the broader global environment, we saw consumers across demographics shift to online food delivery, online
supermarket shopping and other web-based alternatives. Online buying took centre stage and we are confident that this
increased adoption of mobile technology represents a permanent behavioural shift in many cases. Historic trends indicate
that once customers adopt eCommerce, the efficiency gains and guest experience upsides tend to mean they continue
transacting in this manner. We will only know the true extent of the impact of these dynamics on our addressable market
when the pandemic has passed, but the early signs are certainly encouraging.
As we enter 2021, we still expect pandemic restrictions in many venues to persist in the near to mid-term. However, our
overall confidence of a return to more normal conditions later in the year is bolstered by the increasing traction of the
various vaccination programmes being rolled out in our key markets.
6
accesso Technology Group plc
Chief Executive’s Statement (Continued)
We are also aware that the various segments of our market are likely to recover at different speeds. For example, we
expect the recovery for destination travel to be slower than that of the regional attractions, live event venues and cultural
attractions like theatres, museums and zoos which are closer to home and can be planned at a moment’s notice.
Destination travel requires longer lead-times for planning, higher costs to adopt and more travelling for guests, while the
regional attractions of scale can reopen quickly and capture demand as soon as restrictions ease. For live-event operators,
those who can operate on a cash positive basis even with capacity restrictions are likely to recover fairly quickly. For
others, progress will be uneven and dependent on the ability to invest in securing talent, committing to a planning
schedule and commencing ticket sales. These are all dynamics which rely to a certain extent upon the removal of social
distancing requirements in order to operate profitably.
Approximately 60% of accesso’s typical transaction based volume is concentrated in leisure categories expected to realise
fairly rapid recovery versus the broader leisure sector. This assumption is underpinned by our strong trading performance
through the autumn and early winter of 2020, and is also reflected in the performance we have delivered in the first part
of 2021.
Whilst the early months of the year typically see lower transaction volume, our year-to-date 2021 eCommerce trading
indicates the level of potential pent-up demand. Across the APAC region, eCommerce volumes for this period were up
21% and 15% on 2019 and 2020 respectively, and in North America, driven primarily by a range of new ski customers in
the period, eCommerce volumes were up 54% and 28% on the same periods. Whilst our European markets remained in
lockdown for much of this period, results in recent weeks show robust performance as UK theme park customers have
opened up their eCommerce sites for bookings following release of the UK government’s reopening plans.
Financial performance
During 2020, accesso delivered financial performance ahead of the expectations it had set out following the onset of the
pandemic, reporting revenue for the year of $56.1m. Given the lower levels of activity across our industry, our
transactional revenue stream, usually a bedrock of our financial performance, was down from $85.6m in 2019 to $31.3m
in 2020. Our professional services revenue stream continued steadily as our TE2 work for the cruise sector and other key
clients moved forward as customers looked to utilise the downtime to continue project efforts.
Profitability was impacted by this lower level of revenue although our decisive cost-management ensured the bottom-
line impact was limited. This was illustrated by our Cash EBITDA, our key earnings measure, which was a loss of $11.5m
in 2020 (see page 14 for reconciliation to statutory measure), down from $7.1m of earnings in 2019, despite a $61.1m
reduction in revenue. Our statutory loss for the year was $29.9m, again reflecting the revenue reduction in the year.
Importantly, the Group retains a very strong liquidity position with net cash at the December year-end of $29.7m and a
refinanced debt facility from 19 March 2021. Draw down on the new facility is conditional on finalising security charges
over the US subsidiary entities, providing the Group with additional liquidity of £18m through a revolving Coronavirus
Large Interruption Scheme Loan facility for a 3-year term to March 2024.
Our Business
During 2020 we worked tirelessly to reshape and refocus accesso to build a more efficient and productive organisation
for the longer term. This work took place in three pillars: People, Process, and Product.
People
We began our efforts in this first pillar area by reshaping our leadership team. With a new CFO, new CCO, new Head of
Product and the return of our former Head of People in place, we then conducted a structural realignment across the
broader organisation. This process removed duplication resulting from piecemeal merger integration, and more
effectively aligns our teams with clear accountability for the future.
For example, all software engineers working on our various eCommerce solutions are now in one team rather than being
spread across the various system groups within accesso. Additionally, our operational teams are now aligned with key
market segments such as Theme Parks, Cultural Attractions, and the Ski Industry. The shift from software system
alignment to industry alignment allows for improved client relationships, particularly as the number of clients using
multiple solutions continues to increase. We now go forward with a team focused on shared success across our entire
business, with a refreshed and better-structured approach to client service.
7
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Employee turnover was notably higher in 2020 than in prior years at 33% (2019: 19%), driven largely by the impact of
reductions implemented to streamline and reduce long-term operating costs. Whilst we started the year with a
headcount of 560 and 17 open positions, we ended the year with a headcount of 435 and 70 open positions (excluding
seasonal staff). Open positions were largely held for recruitment in 2021 as we awaited clarity on the vaccination
programme. To date, nearly half of the open positions have been filled and recruiting efforts continue for the remainder.
We reinforced our commitment to Diversity and Inclusion, with the addition of a dedicated page on our website outlining
our approach to providing a workplace that thrives on innovation from individuals from a wide range of backgrounds
with diverse talents. That page can be found at www.accesso.com/about/diversity-inclusion.
We also continued our commitment to support our local communities as our team members utilised the days allocated
for each to volunteer for a service activity of their choice. For example, one team member volunteered at an animal
shelter during the California wildfires whilst another sewed masks for a local urgent care facility.
Process
Along with this organisational realignment, we needed to adjust our operational processes to ensure we can capitalise
on the benefits of our new staffing structure. We therefore worked to bring teams on to the same internal support
systems, enabling seamless collaboration across the group. We have also redesigned how customer system enhancement
requests move through our workflow, improving quality while reducing delivery times. We have transformed accesso
from a company operating in multiple product silos to a business with a single operational platform, focused on customer
success and growth.
Product
Product innovation continues to be a vital part of our go-forward plan at accesso, and during the year we identified
several opportunities to continue our overall improvement journey. Importantly, we have developed a clearly defined
product roadmap across the full technology set, both to improve our near-term output and to ensure strategic focus into
the medium and longer-term. To build the foundation for this work, this year we completed the migration to AWS of our
North American technology footprint, and the migration of accesso Passport to Cybersource. These developments enable
a more unified payment processing solution across the Group. Since its launch, we have generated over 5 million payment
tokens through the platform and eliminated the need to store credit-card details on our systems.
During the year we also sharpened our focus on integration between systems to respond more effectively to the growing
demand for operators to combine deployment of multiple accesso solutions. Furthermore, our ongoing interaction with
customers has helped to develop specific upgrades in some of our existing product areas. These conversations led us to
adapt our virtual queuing offering to assist with social distancing, enhance our mobile food & beverage offerings, adapt
our online reservation programmes, develop live-event streaming capability and rollout a full update of the accesso
SiriuswareSM solution.
With the appointment of a Head of Product to oversee our entire technology estate, we are now much better-positioned
to evolve our technology platform in a manner that is more strategic, more efficient, and more responsive to customer
needs. As a result of the changes we’ve made, our team is now set up simultaneously to work on our longer-term plan
while managing our customers’ evolving near-term needs.
New Business – Signs of Recovery and Opportunity
Despite the pandemic, accesso still found ways of supporting operators and bringing new innovation to the market in
2020. In the first half, new business activity was focused on facilitating social distancing through virtual queuing, and in
June, Holiday World in the United States began using our accesso LoQueue® virtual queuing as the solution underpinning
all visitation at its sites. Several other existing customers including Walibi Holland in the Netherlands and Village
Roadshow Theme Parks in Australia also evolved their use of virtual queuing from a premium offering to a baseline
feature of admission. During the second half, Parc Asterix in France also signed on for virtual queuing, with extremely
positive feedback on the product’s ability to drive revenue, ensure guest satisfaction and increase operational efficiency.
In total, more than 6 million guest rides were fulfilled in the parks utilising our 100% virtual queuing solution to facilitate
social distancing. Over 50% of guests surveyed by Walibi Holland indicated an increased likelihood to return to the venue
if virtual queuing remained in place.
8
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Alongside this, we conducted virtual queuing-related tests with other customers and expanded our virtual queuing
outreach to other sectors with a view to exploring possibilities for more comprehensive offerings in the longer term.
While the appetite for more widespread in-venue use of virtual queuing remains strong across the industry, most large-
scale operators managed through the near term with manual processes given the lower levels of attendance. Notably,
our ‘classic’ premium virtual queuing offering performed ahead of our expectations when customer venues have been
open.
We were also pleased to work with our partner, Digisoft, to adapt our Prism wearable device in a unique manner. Utilising
the range of sophisticated technical capabilities and with software enhancements developed by Digisoft, the Prism band
has been adapted to identify, measure and track interactions between wearers in a GDPR compliant manner to a secure
administrator information hub. Our patented wristband also provides social distancing guidance via on-screen and
vibration alerts in the workplace. We were pleased to successfully pilot this program with the Irish Defence Force as well
as with a large pharmaceutical company in their US based laboratory. Whilst we do not view this specific adaptation as
a significant future revenue opportunity, this unique use-case is further testament to the underlying strength of our
technology set and our ability to access a broad range of opportunities.
In ticketing, we quickly pivoted to offer existing reservation functionality to our general admission venues and as a result
booked nearly 9 million guest reservations. Despite the significantly reduced operations around the globe, we still sold
25 million tickets through accesso Passport, down just 41% on 2019 as nearly all venues required advance purchase of
tickets for entry. Nearly 3.4 million tickets were sold in the winter holiday period as venues adapted to provide drive-
through or socially distanced experiences.
Overall, the challenges of 2020 have highlighted the benefit to venues of having a robust and agile eCommerce platform
as they reopen. Consequently, we have been successful in implementing 29 new accesso Passport deployments during
the year, of which 21 were signed during 2020. Notably, demand from our existing accesso Siriusware POS customers to
add accesso Passport eCommerce was strong, with implementation at 16 new ski venues. This success highlights the
opportunity for growth with our existing customer base. Whilst accesso Siriusware provides POS and Guest Management
to 117 ski venues, only 21 of those are also utilising accesso Passport eCommerce. This represents a significant near-term
penetration opportunity and is an area of key focus for the Group. As a result, we have now named an executive product
leader to focus solely on our accesso Siriusware/accesso Passport development roadmap and champion the efforts to
accelerate feature integrations between the two products. Beyond the ski sector, the remaining 165 accesso Siriusware
customers remain key cross-sell prospects for our eCommerce solution particularly in light of the pandemic’s impact and
the overall expansion of visitor expectations over time.
During the year we also saw a rise in demand for one of our incubator solutions as leisure operators have taken time to
review their future technology plans to drive improved efficiency and guest service. As venues have looked to reduce
contact at food locations, we have seen more traction than anticipated with the adoption of our mobile food ordering
solution. We deployed our contactless Food & Beverage solution to Alterra Mountain Company across some 40
restaurants within their ski resort portfolio, and we are now working with them to add restaurants at 8 additional resorts
in 2021. Two standalone ski customers along with Grupo Vidanta and Cedar Fair are also implementing the solution. As
a result of this success and building upon our significant expertise with online ticketing, we are now evaluating the
potential long-term opportunity in the broader food & beverage sector. Given our solution integrates with a restaurant’s
POS solution (for those not utilising our own), this presents a potentially sizeable market opportunity.
Many venues in the live entertainment sector are also looking to improve their technology infrastructure as they move
towards reopening, particularly as it relates to online booking functionality. Despite the industry disruption, accesso
ShoWareSM was implemented at 29 new venues in 2020 (compared to 55 in 2019) as operators used the dark time to
update their offerings with advanced functionality. Beyond 2020, the sales pipeline continues to gain momentum.
Within Ingresso, we are focused on the post-pandemic recovery as we onboarded 19 new distributors and 44 new
supplier venues in 2020, including Merlin, which is now utilising our Ingresso platform to support digital sales through
third party channels.
9
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Security infrastructure
accesso is viewed as a premier technology solutions provider to the verticals it serves, and as a result, we continue to
invest in ensuring our technology offering leads the market. An increasingly critical focus of our clients, and therefore the
Group, is around data security and compliance against an evolving global landscape. Intrusion threats are becoming more
sophisticated and regulations covering the handling of data demand that compliance is at the forefront of our business.
accesso is acutely aware of the importance of security to the Group’s clients and their guests and continues to employ
state-of-the-art systems to mitigate risk across the group. With the introduction of GDPR and other global privacy
initiatives, compliance continues to be a top priority across the business and accesso has maintained pace with all relevant
developments.
With our migration to CyberSource, we have taken new measures to reduce our data security exposure risk. Whilst we
do not disclose the details of our specific security measures or systems, throughout 2020 we continued to invest in further
enhancements, new systems, and revisiting procedures as well as the organisational strength of our security group.
Brexit
The impact of the UK leaving the European Union (“Brexit”) has thus far been limited for the Group. It is recognised that
there could be an impact to consumer spending within the UK or EU and this could impact attendance at certain venues
or investment decisions by leisure operators. Additionally, there could be a positive or negative impact on exchange rates
which could alter international visitation patterns. Brexit is not anticipated to have a material impact on the operations
or financial results of the Group given its significant operations in the US and its growing global presence outside of the
EU.
Board
Having served as a Non-Executive director of accesso since 2010, David Gammon has now stepped down from our Board.
Following an extensive search David was replaced by Jody Madden who started her tenure on January 1, 2021. Jody is an
experienced technology leader, and is currently Chief Executive Officer of Foundry, a London-based creative software
developer for the Media, Entertainment and Digital Design industries. She has 20 years of experience in Media and
Entertainment and has held a range of senior roles at Digital Domain, Lucasfilm and Industrial Light & Magic prior to
joining Foundry. Jody is also on the Board of Directors of the Sustainable Food Center, a Central Texas non-profit group.
As part of her Board role Jody will be heading a new ESG committee as the Group continues its efforts to meet best-
practice standards in this vital area.
Board composition is an important reflection of our focus on diversity and inclusion. We are pleased that our Board is
now comprised of 50% female directors and overall represents a broad range of experience across industries. We are
thankful to the Board for their continued support and strategic guidance as we have worked fervently to manage the
impacts of the pandemic and ensure the long-term success of the business.
2020 Financial Review
The Group delivered a resilient financial performance against the backdrop of COVID-19 during 2020, with revenue and
Cash EBITDA ahead of our revised range of expectations. accesso’s two operating divisions, Guest Experience and
Ticketing both started the year with strong revenue growth, before being significantly impacted by the COVID-19
pandemic. As venues reopened, both divisions acted as key enablers of social distancing and advanced ticketing.
As expected, the Group’s transactional revenue stream was severely impacted by COVID-19. Decisive cost actions, fund-
raising activity and a banking facility refinancing have ensured the business remains on a firm footing. As venues begin to
reopen at full scale throughout 2021, the Group now sees opportunity to benefit from latent consumer demand showing
through in key markets, with the deeper partnerships it has built throughout 2020 enabling it to push on to growth and
success in 2021 and beyond.
10
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Alternative performance measures
The Board continues to utilise consistent alternative performance measures (“APMs”) internally and in evaluating and
presenting the results of the business. The Board views these APMs to be more representative of the Group’s underlying
performance.
The historic strategy of enhancing accesso’s technology offerings via acquisitions, as well as an all employee share option
arrangement, necessitate adjustments to statutory metrics to remove certain items which the Board does not believe
are reflective of the underlying business. These adjustments include aborted acquisition or aborted sale related expenses,
amortisation related to acquired intangibles, deferred and contingent consideration linked to continued employment,
share-based payments and impairments.
By consistently making these adjustments, the Group provides a better period-to-period comparison and is more readily
comparable against businesses that do not have the same acquisition history and equity award policy.
APMs include cash EBITDA, adjusted basic EPS, net cash, underlying administrative expenditure and repeatable and non-
repeatable revenue analysis. Cash EBITDA is defined as operating profit before the deduction of amortisation, impairment
of intangible assets, depreciation, acquisition costs, deferred and contingent payments, and costs related to share-based
payments and paid capitalised internal development costs (see page 14); Adjusted basic earnings per share is calculated
after adjusting operating profit for impairment of intangible assets, amortisation on acquired intangibles, deferred and
contingent consideration linked to continued employment, acquisition and aborted sale expenses, finance charges
relating to deferred and contingent liabilities and share-based payments, net of tax at the effective rate for the period on
the taxable adjusted items (see page 89); net cash is defined as available cash less borrowings (see page 15) and
Underlying administrative expenses which is administrative expenses adjusted to add back the cost of capitalised
development expenditure and property lease payments and remove amortisation, impairment of intangible assets,
depreciation, acquisition costs, deferred and contingent payments, and costs related to share-based payments (see page
14). Repeatable and non-repeatable revenue analysis is set out and explained below.
The Group considers Cash EBITDA, which disregards any benefit to the income statement of capitalised development
expenditure, as the principle operating metric.
Key financial metrics
Revenue quality
Reported Group revenue for 2020 was $56.1m (2019: $117.2m), a reduction of 52.1% on the prior year period. The
following is an analysis of the Group’s revenue visibility. Transactional revenue consisting of Virtual Queuing, Ticketing
and eCommerce is defined as revenue earned as either a fixed amount per sale of an item, such as a ticket sold by a
customer or as a percentage of revenue generated by a venue operator. Normally this revenue is repeatable where a
multi-year agreement exists and purchasing patterns by venue guests do not significantly change, as they did in 2020 as
a result of the pandemic. Other repeatable revenue is defined as revenue, excluding transactional revenue, that is
expected to be earned through each year of a customer’s agreement, without the need for additional sales activity, such
as maintenance and support revenue. Non-repeatable revenue is revenue that occurs one-time (e.g. up-front licence
fees) or is not repeatable based upon the current agreement (e.g. billable professional services hours) and is unlikely to
be repeatable without additional successful sales execution by accesso. Other revenue consists of hardware sales and
other revenue that may or may not be repeatable with limited sales activity if customer behaviour remains consistent.
11
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Virtual queuing
Ticketing and eCommerce
Maintenance and support
Platform fees
Total Repeatable
Licence revenue
Professional services
Non-repeatable revenue
Hardware
Other
Other revenue
Total revenue
Total Repeatable as % of total
2020
$000
7,407
23,883
7,711
2,263
41,264
2,322
9,954
12,276
1,493
1,061
2,554
56,094
73.6%
2019
$000
24,687
60,909
8,742
1,149
95,487
3,496
14,787
18,283
2,499
913
3,412
117,182
81.5%
%
(70.0)
(60.8)
(11.8)
97.0
(56.8)
(33.6)
(32.7)
(32.9)
(40.3)
16.2
(25.1)
(52.1)
The Group’s revenue was severely impacted by the COVID-19 pandemic across 2020, with its repeatable revenue stream
down 56.8% year-on-year due to lower customer volumes across the leisure industry. The Group’s non-repeatable
revenue also declined by 32.9% down to $12.3m. This stream saw lower impact as licence fees continued to be recognised
and professional services work resumed after a short interruption when customer attention turned to cost saving and
managing themselves through mandated closures.
The Group’s ticketing and distribution segment was significantly impacted by lower guest volumes in 2020, although it
did perform strongly when venues were open. On the ticketing side, its flexibility in supporting online transactions and
contactless interactions enabled it to deliver revenues of $36.6m, down 37.1% on 2019 which reflects a better-than-
expected performance given the length of certain markets closures. The outlook for the Group’s accesso Passport
platform remains healthy and should benefit from the continued trend towards eCommerce following the pandemic. The
Group’s distribution business, which remains dependent on the severely impacted UK West End Theatre market, saw a
revenue decline of 93.5% in the year. Whilst this market is currently closed it does have a line of sight to reopening under
the UK Government’s four step plan, with reduced capacities and social distancing from 17 May 2021 and without
restriction from 21 June 2021. Immediately following the announcement of the UK’s reopening plan, consumers began
booking tickets to available shows, and the Group is hopeful for a partial recovery in H2 2021 subject to the success of
the UK’s reopening plan.
The Group’s Guest Experience segment was similarly impacted by COVID-19, however it continues to make good progress
in rolling out its total-virtual-queuing solutions at scale with operators such as Village Roadshow Theme Parks, Holiday
World, Walibi Holland and Parc Asterix. As part of these rollouts the Group was able to adapt its technology to facilitate
social distancing, enabling venues to reopen with guest experience quality still intact. Revenue in the segment was down
52.1% in the year.
Revenue on a segmental basis was as follows:
Ticketing
Distribution
Ticketing and distribution
Queuing
Other guest experience
Guest experience
Total revenue
2019
$000
58,237
21,097
79,334
25,208
12,640
37,848
117,182
%
(37.1)
(93.5)
(52.1)
(66.9)
(22.6)
(52.1)
(52.1)
2020
$000
36,603
1,363
37,966
8,348
9,780
18,128
56,094
12
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Revenue on a geographic and segmental basis was as follows:
2020
Ticketing
and
Distribution
$000
Guest
Experience
$000
Group
$000
Ticketing
and
Distribution
$000
2019
Guest
Experience
$000
4,380
1,177
1,663
848
649
750
5,228
1,826
2,413
25,500
1,859
2,942
2,047
2,185
768
30,014
15,739
45,753
45,987
32,668
732
142
874
3,046
180
Group
$000
27,547
4,044
3,710
78,655
3,226
Primary geographic
markets
UK
Other Europe
Australia/South
Pacific/Asia
USA and Canada
Central and South
America
37,966
18,128
56,094
79,334
37,848
117,182
On a geographic basis, as was reported in the Group’s interim results announcement, venues in the United Kingdom and
Other Europe were largely closed from mid-March until early July and then again in November and December depending
on the sector. Some regions and types of attraction remained closed through to August 2020 and in the case of the UK
theatre sector, have yet to reopen. This accounts for a revenue reduction in the UK of $22.3m. From July through to
November we did see some reopenings in our main geographies with the exception of California-based venues, albeit at
lower capacity, and we experienced healthy demand during this period. Texas, New Jersey and New York, our other key
US regions, experienced more limited mandated closures with venues remaining largely open with capacity restrictions
from June.
Customer concentration
The Group continues to be a trusted technology partner to leading leisure operators. The success of these partnerships
does result in a level of revenue concentration. When the Group delivered its results for H1 2020 it committed to
providing investors with an ongoing update regarding the level of concentration on a full year basis. For 2020 the top five
customers accounted for 50.2% of revenue (2019: 53.5%). The Group’s top ten customers accounted for 57.4% (2019:
61.3%). The Group is pleased to report a negligible level of customer attrition and remains committed to working
strategically with our customers to ensure we provide the best possible service aligned to their needs.
Gross margin
Management has reviewed how costs are allocated between administrative expenses and cost of sales. In order to give
a clearer and more meaningful picture of activity within the business, certain costs linked to the delivery of professional
services revenue, previously shown within administrative costs have been reclassified to cost of sales in 2020.
The Group’s reported gross profit margin was 76.6% in 2020, compared to 67.3% in 2019 when adjusting for $6.7m of
professional service cost of sales to aid comparability. This 9.3% increase primarily results from a change in sales mix
compared with 2019. Our lower-margin distribution business is a smaller portion of our revenue for this period and
conversely higher margin revenue streams such as licence fees, maintenance and support and platform fees are
proportionately greater during 2020. These movements combine to drive a higher gross profit margin.
13
accesso Technology Group plc
Chief Executive’s Statement (Continued)
Administrative expenses
Reported administrative expenses, including the non-cash expense related to intangible impairments, decreased 48.3%
to $73.3m (2019: $141.9m), reflecting the Group’s efforts to right-size its operational footprint. Underlying administrative
expenditure decreased by 23.1% to $56.5m (2019: $73.5m) due to cost action implemented following the onset of the
pandemic. Management reduced the Group’s monthly underlying administrative expenses by $1.4m to an average of
$4.7m for the year principally by implementing a company-wide four-day working week which ended in a phased manner
in H2. The Group also utilised the available government job retention schemes in the USA, UK and Australia, receiving
$595k in support. Furthermore, the Group also reduced its workforce by 68 full time employees and 30 contractors
alongside significantly decreased discretionary spend including travel, marketing and tradeshows. No government
assistance has been sought from December 2020 onwards.
Administrative expenses as reported
Capitalised development expenditure (1)
Deferred equity settled acquisition consideration
Amortisation related to acquired intangibles
Share based payments
Amortisation and depreciation (2)
Property lease payments not in administrative expense (1)
Impairment of intangibles
Professional services cost (3)
2020
$000
73,339
2,969
(150)
(2,573)
(1,398)
(14,664)
1,622
(2,627)
-
2019
$000
141,906
21,064
(1,416)
(11,286)
(1,845)
(16,014)
1,451
(53,617)
(6,723)
Underlying administrative expenditure
56,518
73,520
(1) See consolidated cash flow statement
(2) This excludes acquired intangibles but includes depreciation on right of use assets.
(3)
Professional service costs incurred in the delivery of professional services revenue adjusted in comparative year to be comparable with the
year ended 31 December 2020.
Cash EBITDA
The Group recorded an operating loss of $30.4m (2019 operating loss: $56.3m); and Cash EBITDA reduced from $7.1m in
2019 to a loss of $11.5m in 2020. This $18.6m Cash EBITDA reduction is entirely a result of the $61.1m revenue reduction,
with the Group mitigating profit impact substantially through the cash preservation measures.
The table below sets out a reconciliation between statutory operating loss and cash EBITDA:
Operating loss
Add: Aborted sale/acquisition expenses
Add: Deferred equity settled acquisition consideration (1)
Add: Amortisation related to acquired intangibles
Add: Share based payments
Add: Impairment of intangible assets
Add: Amortisation and depreciation (excluding acquired intangibles)
Capitalised internal development costs paid in cash
2020
$000
(30,354)
461
150
2,573
1,398
2,627
14,664
(2,969)
2019
$000
(56,278)
305
1,416
11,286
1,845
53,617
16,014
(21,064)
Cash EBITDA
(11,450)
7,141
1) Under IFRS 3, consideration paid to employees of the acquired entity, who must remain employees’ post-acquisition in order to receive earn
out or deferred consideration, is treated as compensation expense rather than consideration.
14
accesso Technology Group plc
Chief Executive’s Statement (Continued)
The group reported a statutory loss before tax of $32.9m (2019: loss of $57.6m). Adjusted basic loss per share was 60.64
cents (2019: 30.78 cents earnings per share). Basic loss per share in 2020 was 84.78 cents (2019 basic loss per share:
184.26 cents).
Development expenditure
Development expenditure by segment
Ticketing and distribution
% of ticketing and distribution segment revenue
Guest Experience
% of guest experience segment revenue
Total development expenditure
% of total revenue
2020
$000
14,044
37.0%
7,113
39.2%
21,157
37.7%
2019
$000
19,856
25.0%
13,689
36.2%
33,545
28.6%
Total development expenditure for 2020 decreased 36.9% to $21.2m, (2019: $33.5m) due to the impact of 4-day working
weeks, a reduction of 30 contractors and the restructure of our development teams into a single unit. Despite this
decrease to development expenditure, 2020 has been a period of innovation within accesso, with frontline and technical
teams working at great pace to deliver solutions to enable business continuity for our customers throughout the COVID-
19 pandemic.
While the Group remains focused on innovation, the reduction against the previous expectation reflects an integration
roadmap more in-line with the Group’s overall efficiency drive, in addition to the 4-day working week being in place for
longer periods of time than previously expected.
The group capitalises elements of development expenditure where it is appropriate and in accordance with IAS 38
Intangible assets. Capitalised development expenditure of $3.0m (2019: $22.0m), representing 14.0% (2019: 65.7%) of
total development expenditure. This material decrease in the proportion of development expenditure being capitalised
is not a reflection of lesser importance of the work being undertaken. Development continues to expand the product set
and add features that will be important for our customers’ operations in the future. However, a more conservative
approach to thresholds for such investment expenditure has been applied. The revised approach reflects the steady
maturing of the suite of commercialised products.
Cash and Net Cash
Net cash at the end of the period was $29.7m (2019: $0.4m), consisting of cash balances of $56.4m and borrowings of
$26.7m.
Borrowings (including capitalised finance costs)
Less: Cash in hand & at bank
Net cash
2020
$000
(26,699)
56,355
29,656
2019
$000
(15,851)
16,205
354
This strong net cash position benefited from $46.1m of net proceeds raised through the Group’s equity placing and open
offer which completed in June 2020. In the absence of the equity raise our adjusted net debt would have been $16.4m
reflecting the COVID-19 impact on our top line. The net cash position would have been significantly worse if it had not
been mitigated by diligent working capital management, immediate action on preserving cash, utilisation of Government
schemes, deferring payroll taxes where permitted and reducing underlying administrative expenses as noted above.
15
accesso Technology Group plc
Chief Executive’s Statement (Continued)
As a consequence of the COVID-19 pandemic impacting revenues, the Group has seen a net cash outflow from operations
in the year of $14.5m (2019: $26.2m inflow).
As noted above, the Group’s total development expenditure reduced significantly to $21.2m in 2020 (2019: $33.5m). The
reduction in gross research and development costs, combined with a heavily curtailed capital expenditure investment
into property, plant and equipment of $0.4m (2019: $1.9m) has helped to further preserve the Group’s cash balances.
At the period end the Group had a borrowing facility with Lloyds Bank plc which was renegotiated in June 2020 together
with the successful completion of the equity placing. The Group gained access to an additional facility of £8m ($9.8m)
under the Coronavirus Large Business Interruption Loan Scheme (the "CLBILS Facility"). The CLBILS Facility was available
to the Group for 15 months until August 2021 and remained undrawn as at 31 December 2020.
The Group's year end drawn borrowing facility of $26.7m was settled on 19 March 2021 following a successful refinancing
of its lending facilities with Investec Bank plc, conditional on the clearance of priority security charges over US subsidiary
entities. The group has a 3-year, £18m Coronavirus Large Interruption Scheme Loan revolving credit facility at a 3.5%
margin expiring in March 2024 with quarterly covenant tests on minimum revenue and minimum liquidity for 2 years to
December 2022. From March 2023 additional covenants are added for leverage and interest cover.
As a result of the immediate measures taken by management on cost and cash flow management and the successful
equity fundraise and loan facilities refinanced in March 2021, the Board believes that the Group is in a strong financial
position and ends the year with net cash of $29.7m.
Dividend
The Board maintains its consistent view that the payment of a dividend is unlikely in the short to medium term with cash
more efficiently invested in continued product development and integration efforts supporting the Group’s strategy.
Impairment
In line with relevant accounting standards, the Group reviews the carrying value of all intangible assets on an annual basis
or at the interim where indicators of impairment exist. As announced on 16 September 2020 in our interim results release,
at 30 June 2020 it was identified that the remaining intangible assets of Ingresso Group Limited had indicators of
impairment due to the impact of COVID-19 and the slower anticipated recovery within the UK theatre sector. This test
was revisited at 31 December 2020 with the same outcome.
The consequence of this test is that the carrying value of the Ingresso allocated assets was reduced by $1.4m (2019:
$7.0m), which has been charged to administrative expenses during the year. Certain development costs of $1.2m were
also impaired following a review of their year-end carrying values.
Taxation
The effective tax rate on statutory loss before tax of $32.9m (2019: $57.6m) was 9.2% (2019: 12.1%).
The key reconciling items to actual tax rates is $8.3m of unrecognised deferred tax asset on US losses, net of $0.4m of
prior year items and $2.6m US carry forward credits, excluding these items the adjusted effective tax would have been
25% (2019: 17% excluding the $4.2m non-taxable goodwill impairment) being reflective of the US tax rates where the
majority of the group’s earnings are derived. $45m of gross US losses/credits are unrecognised due to the uncertainty of
near-term profitability and the current period loss.
Steve Brown
Chief Executive Officer
23 March 2021
16
accesso Technology Group plc
The Board of directors
Bill Russell, Non-Executive Chairman
Bill Russell has served in a variety of roles in both public and private technology company boards, in a career spanning
several decades, with 23 years across a number of senior management roles at Hewlett Packard, including Vice President
and General Manager of Hewlett Packard's multi-billion-dollar Enterprise Systems Group and its Software Solutions
Group. Bill is currently Non-Executive Chairman at leading technology solutions provider Piksel Group and PROS Holdings,
a provider of AI-powered solutions that optimize selling in the digital economy, and previously served on the boards at
SABA Software, Inc., webMethods and Cognos. Bill has a BSc (Hons) in Computer Science from Edinburgh University and
is based in the United States.
Bill Russell joined as the Group's Non-Executive Chairman on 1 March 2019.
Andy Malpass, Non-Executive Director
Andy Malpass has over 30 years’ experience in the software industry covering both private and public companies,
including approximately 20 years as Group Finance Director of Fidessa Group plc. Andy also served as Company Secretary
of Fidessa Group plc for many years. He is currently an Independent Non-Executive Director and Chair of the Audit
Committee at Kainos Group plc. Andy graduated with a BA (Hons) in Accounting and Finance from Lancaster University
and is a Fellow of the Chartered Institute of Management Accountants.
Andy joined accesso on 26 June 2018 as Independent Non-Executive Director, Andy is the Chair of the Audit Committee
and became a member of the Remuneration Committee in March 2019.
Karen Slatford, Senior Independent Director
Karen Slatford has significant experience working in the global technology and business arenas, serving currently as Senior
Independent Director at Micro Focus International plc, Chair of Draper Esprit and Senior Independent Director of Softcat
plc. Between 1983 and 2001 Karen worked at Hewlett Packard where in 2000 she became Vice President and General
Manager Worldwide Sales & Marketing for Business Customers. Karen has a BA (Hons) from the University of Bath.
Karen joined accesso on 24 May 2016 and is a member of accesso’s audit committee and the Chair of the remuneration
committee.
Jody Madden, Non-Executive Director
Jody was appointed as a Non-Executive Director of the Group on 1 January 2021.
Jody is an experienced technology leader, and is currently Chief Executive Officer of Foundry, a London-based creative
software developer for the Media and Entertainment and Digital Design industries. She has 20 years of experience in
Media and Entertainment and held a range of senior roles at Digital Domain, Lucasfilm and Industrial Light & Magic prior
to joining Foundry. Jody is also on the Board of Directors of the Sustainable Food Center, a Central Texas non-profit group.
Jody has a Bachelor of Arts degree from Stanford University.
17
accesso Technology Group plc
The Board of directors
for the financial year ended 31 December 2020 (continued)
Steve Brown
Steve founded the Company's namesake accesso business in 2008, which became part of what is now accesso Technology
Group plc when it was acquired from Steve in 2012. During a period of rapid expansion between 2013 and 2017, the
company acquired Siriusware, ShoWare, Ingresso and TE2. Steve served as President and CEO from 2016 until 2018 when
he departed the company. He stepped back into the CEO role in January 2020 to reinvigorate the Company's strategic
plan to fully leverage the range of assets within its portfolio and deliver value-enhancing solutions to the marketplace.
Steve brings a strong operations and finance background to accesso with extensive experience in ticketing, pricing
strategy, eCommerce and revenue management. His theme park career began during college at Walt Disney World
Resort. Over the course of sixteen years, he 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, Steve served as the corporate Vice President of Ticket Strategy and Sales for Six Flags.
Steve 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.
Fern MacDonald, Chief Financial Officer
Fern is an experienced international accounting and finance professional who served as Senior Vice President of Finance
at accesso from May 2018 prior to her appointment as Chief Financial Officer on 27 April 2020.
Fern has more than 20 years of experience and a deep understanding of the accesso business. Prior to joining accesso,
she spent eight years in various financial leadership roles at ZeroChaos (now Workforce Logiq), a global provider of
workforce management solutions, culminating as Executive Vice President, Finance. Previously, Fern was a senior
manager with Ernst & Young, serving a series of public and private clients from both the Dublin, Ireland and Moscow,
Russia offices. Fern graduated with a BA (Hons) in Accounting and Finance from Dublin City University, she is a fellow of
Chartered Accountants Ireland and CPA qualified.
18
accesso Technology Group plc
Strategic report
for the financial year ended 31 December 2020
Our strategy
accesso’s purpose is a simple one. It is to partner with the operators of leisure attractions around the world and to help
them deploy technology solutions to engage with their guests to deliver better guest experiences. We look to establish
long-term agreements with our customers – our technology is typically a key part of their enterprise software stack.
Importantly, we look to find mutually beneficial participative revenue models where we are paid for our services as a
percentage of the profit or revenue that our systems deliver, underpinning our group revenues for many years to come.
Our strategy has been to identify technology solutions that can engage with guests as they journey through their visit –
from their early online research, their arrival and enjoyment of the attraction and the post visit follow ups. We have both
developed technology in house and acquired businesses which add value to operators along the journey. In addition to
operators, our strategy of promoting long term value for shareholders is supported by the management incentive plans
being aligned with the interests of investors.
Looking ahead, we find ourselves in an enviable situation. No other vendor in the attractions and leisure market has
anything like the scale or breadth of competency that we have. Our opportunity is to maximise the cross and upsell
opportunity for our products globally by combining core elements of each of our platforms into one unified system. Our
plan is to deliver this over the next 2 years at which time we should be uniquely positioned to capture a significant share
of what we believe is a $3.4bn global market.
Review of business
The results for the year and financial position of the company and the Group are as shown in the annexed financial
statements and explained in the 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
Staff retention risk
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.
Customer concentration 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 customer base, extending its geographical presence and broadening
its technologies to a wider range of venues.
Business disruption risk
The Group has a significant 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. As
demonstrated in 2020, attendance at leisure venues can be impacted by circumstances outside the control of the Group
including, but not limited to pandemics, inclement weather, consumer spending capability within the regions we operate
together with operator venue pricing, discount policies, investment capability, safety record and marketing.
19
accesso Technology Group plc
Strategic report (continued)
for the financial year ended 31 December 2020
Principal risks and uncertainties (continued)
Business disruption risk (continued)
In terms of trading, the Group remains in the early part of its trading year. Typical seasonal characteristics always produce
volatility at this time, with operator promotions and weekly weather variations affecting consumer behaviour.
In addition to this typical seasonality, COVID-19 is continuing to have impacts on guest visitation in certain areas that are
under government enforced lockdowns, most notably Europe and California. The group has demonstrated resilience to
COVID-19 related impacts during 2020 and has built significant insulation to its liquidity through a variety of cost control
measures, operational efficiencies and the refinance and extension of the Group’s lending facilities. Should 2021 and
2022 mirror 2020, our stress test scenarios indicate we have sufficient available liquidity to continue as a going concern.
The Group has modelled out various contingency plans in response to the uncertainty of the COVID-19 impact, including
an assumption that a number of theatres, attractions and theme parks across the groups customer base in certain regions
could be closed for an extended period of time and consider there to be sufficient headroom in the forecasts to mitigate
this downside risk.
Currency risk
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,
euros, the Australian dollar, the Brazilian real, the Mexican peso or the Canadian dollar.
Brexit
The Group has reviewed its operations as a result of the UK’s departure from the European Union (“Brexit”). It has not
had a material impact on the operations or financial results of the Group given its significant operations in the US, and its
growing global presence outside of the EU.
Intellectual property infringement
It is of fundamental importance in maintaining a sustainable long-term business that the Group is aware and takes action
to mitigate competitive threats, whether from technological change, or from competition. Effort is directed to ensure
that the Group invests in appropriate and focused research and development activity and monitors technological
advances and competitor activity. Linked to this, the Group is committed to protecting its technology by the development
and/or purchase of patents and will take appropriate action to defend its intellectual property rights or ensure infringers
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.
Cybersecurity
Cyber security is a primary concern at accesso. We take a multi-layer approach to security employing many solutions to
protect our systems at every level including vulnerability management, intrusion detection and endpoint protection to
name just a few. We conduct aggressive penetration testing throughout the year and against all of our platforms. All of
the above is built upon an ever-expanding set of policies that govern our approach to engagement, security and
response.
We also recognize that the first, and most likely, point of attack is against our people and go to great lengths to provide
training on the types of attacks they may encounter and vulnerabilities to which they are subject. This includes, but is not
limited to, regular phishing simulations at varying degrees of sophistication followed up by additional training and
clarification. As attacks become more sophisticated and customized, our staff need to understand how to recognize and
respond, as they are the last line of defence when something slips through our various protections.
20
accesso Technology Group plc
Strategic report (continued)
for the financial year ended 31 December 2020
Principal risks and uncertainties (continued)
Environmental risks
Given the developing agenda on climate change, which presents a number of physical risks (e.g. weather-related) and
compliance/regulatory risks (e.g. more sustainable business practices) for the Group, we are currently reviewing our
internal processes for managing any associated emerging risks and will incorporate this into our broader risk management
practices.
It is expected that air travel will be reduced in response to both COVID-19 in the near-term and then longer term in
response to climate change agendas, we have considered this risk in our cash flow forecasting used for both going concern
and impairment testing. The majority of the venues we serve have typically localised customer bases rather than being
reliant on destination travel, consequently we consider the risk as minimal on our forecasts. Further information on our
current progress on ESG initiatives are set out below.
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.
Key performance indicators and alternative performance measures
Key performance indicators are used to measure and control both financial and operational performance. Ticket volumes,
revenues, margins, costs, cash and sales pipeline are trended to ensure plans are on track and corrective actions taken
where necessary. See the Chief Executive’s Statement on pages 6 to 16 and Company Highlights on page 3 for a discussion
of the metrics, their definitions and reconciliation to IFRS statutory measures. 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 and the sales mix of services offered.
The Board utilises consistent alternative performance measures (“APMs”) in evaluating and presenting the results of the
business, including Cash EBITDA (page 14), adjusted basic earnings per share (page 89), net cash (page 15), underlying
administrative expenditure (page 14) and repeatable and non-repeatable revenue analysis (page 11).
The Board views these APMs as more representative of the Group’s performance as they remove certain items which are
not reflective of the underlying business, including acquisition expenses, amortisation related to acquired intangibles,
deferred and contingent payments related to acquisitions, changes to earn-out considerations and share-based
payments. The APMs help ensure the Group is focused on translating sales growth into profit. By making these
adjustments, the Group is more readily comparable to a business that does not have the same acquisition history and
share-based payment policy. Additionally, these are the measures commonly used by the Group’s investor base.
Section 172 compliance
See the Report of the Directors for details of the Group’s compliance with Section 172 of the Companies Act.
21
accesso Technology Group plc
Strategic report (continued)
for the financial year ended 31 December 2020 (continued)
Environment
accesso recognises the importance of meeting globally recognised corporate responsibility standards and have appointed
Jody Madden to head our ESG committee and drive forward ESG initiatives and facilitate ESG related risk assessment. We
take our responsibility to protect the environment seriously and support our marketplace in doing the same. accesso
endeavours to minimise energy and natural resource usage, support the reduction and recycling of materials and ensure
the legal disposal of waste arising from the activities of the business. accesso encourages employees to reduce their usage
of those resources and sets policies and procedures to assist in this so that productivity is not negatively impacted. We
have continued to make a concerted effort to reduce our carbon footprint through initiatives across our business.
accesso’s solutions help attractions reduce their carbon footprint by a move to paperless through the increase in
electronic tickets through our ticketing platforms; reduction in paper receipts with adoption of our food and beverage
app and digital park/resort maps; as well as digital events and activities guides replacing paper events and activities
guides, both part of the accesso Guest Experience mobile apps.
In turn, accesso continues to develop its own policies to record, monitor and achieve improvements in its own carbon
footprint. We aim to make sustainable and responsible business part of the way we operate and measure ourselves
against stretching targets, focusing on areas where we as a business can make a tangible difference.
The Group uses experts who are certified in the full recovery of E-Waste in the manufacturing process of our Prism bands
and focuses on the use of environmentally and socially responsible manufacturers for our hardware sales.
We employ a variety of office recycling programs such as returning ink cartridges; recycling bins at all desks and shredding
boxes throughout office; eliminating single use plastics in our offices through washing dishes not using disposables; soda
machine in lieu of cans/bottles; water filling stations using reusable cups; and bulk snacks to reduce packaging. We ensure
energy preservation in our offices with the use of automatic lights, energy saving bulbs and auto air conditioning shut off
after hours.
The Group’s use of air travel was curtailed ahead of the pandemic and will continue to conduct a greater proportion of
meetings via video conferencing on a go forward basis.
With regard to greenhouse gas emissions, for the year ended 31 December 2020 the quantity of total emissions by
accesso was 519 tonnes of carbon dioxide equivalent (CO2e). We have used the GHG Protocol Corporate Accounting and
Reporting standard (revised edition) and emission factors from the UK government’s GHG Conversion Factors for
Company Reporting to calculate the below disclosures. The standard requires a statement of relevant intensity ratios,
which are an expression of the quantity of emissions in relation to a quantifiable factor of the business activity.
GHG emissions data for year ended 31 December 2020 (figures in CO2e)
Emissions from purchase of gas and electricity for offices
Business travel
Total emissions by location
Total emissions for year
Energy consumption used to calculate emissions – kWh (thousand)
2020
UK
63
8
71
519
126
Non-UK
371
77
448
622
22
accesso Technology Group plc
Strategic report (continued)
for the financial year ended 31 December 2020 (continued)
Environment (continued)
The following table expresses our annual emissions in relation to quantifiable factors associated with our activities.
Intensity ratios (tonnes of CO2e per unit)
Ratio of carbon emissions to total revenue ($k revenue)
Ratio of carbon emissions to operating loss ($k operating loss)
Ratio of carbon emissions to employees (average headcount)
Social
2020
0.01
0.02
0.86
The accesso Global Culture Guide is a document at the heart of our business and one that is acknowledged by all
employees setting out the Group’s code regarding values, business ethics, diversity and equal opportunity.
We utilitise a Volunteer Time Off (VTO) Program for all employees to volunteer a paid day off at a charity of their choosing
and partner with Technovation, a global tech education non-profit whose mission is to empower children to become
more confident leaders and problem solvers in their communities.
We set the Diversity tone at a board level with 50% female representation in our most senior positions, whilst recognising
we still have further to go with our overall diversity levels at 34% for manager grade staff and above.
Governance
We employ an experienced Board made up of a diverse group of Executive and Non-Executive Directors with significant
experience in the industry and as directors of other public companies to help us develop and adhere to best practice on
governance matters. The four Non-Executive Directors are independent.
On behalf of the Board:
Fern MacDonald
Chief Financial Officer
23 March 2021
23
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020
Introduction
As Chair of the Remuneration Committee, I am pleased to present our report setting out accesso’s remuneration policy,
practice and activities during the financial year.
Although a full remuneration report is not a requirement of an AIM listed company, the Committee has decided that, as
was the case last year, a more comprehensive report is good practice and aids shareholder information.
This report gives an overview of the year, the Remuneration Policy of the Company and provides detail of the amounts
paid in 2020 and how the remuneration policy will be implemented in the 2021 financial year.
The Company continued to comply with the Quoted Companies Alliance’s Corporate Governance Code (the ‘QCA Code’),
and the report has been prepared in accordance with the principles of the QCA Code. The content of this report is
unaudited unless otherwise stated.
We hope you find the information in this report helpful to you as a shareholder.
COVID-19
2020 was a difficult year for accesso, for our customers and employees. With the financial impacts of the pandemic
starting in the spring, we took swift and decisive action to control our costs.
Our board, both Executive and Non-Executive Directors, took a 20% salary/fee cut respectively from March/April until
the end of 2020. In the US, the majority of employees were moved to a 4-day work week and took a 20% pay cut starting
on 16 March 2020. With the exception of Mexico, our international workforce was invited to reduce their pay and work
week in a similar manner and approximately 90% volunteered. The CEO and his direct reports remained on 80% pay until
2021. Other employees periodically transitioned back to 5 days and 100% pay based on need and all having done so by 9
November 2020.
In addition to the reduction in salary, 190 of our employees in the US and UK were moved to furlough at the end of April,
returning based on need, with all employees returned from furlough by the end of November.
Committee membership
Chair
Karen Slatford
(1) Resigned 31 December 2020
(2) Appointed 1 January 2021
Members
David Gammon (1)
Andy Malpass
Jody Madden (2)
Committee membership is limited to independent Non-Executive Directors of the Company unless there is an insufficient
number of appointed Non-Executive Directors at any point, in which case an Executive Director will be appointed. Martha
Bruce, the Company Secretary, or her designate acts as secretary to the Committee.
24
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Role of the Committee
The Committee’s primary role is to determine, and agree with the Board, the remuneration policy for the Executive
Directors and senior management as well as to oversee the remuneration of the organisation as a whole, ensuring
alignment of objectives and rewards. Within the terms of the policy, the Committee also approves performance-related
and discretionary awards to Executive Directors. The Committee’s full Terms of Reference may be viewed on accesso’s
website. Senior members of accesso’s management team may attend meetings by invitation but will not be present
when their own remuneration is discussed.
Appointment of external advisors
The Committee has appointed external independent remuneration consultants, Mercer Limited, during the period to
assist the Company with setting fair and balanced remuneration policies for its key management. The policies need to be
both competitive and suitably attractive to retain key management and staff and to reward performance.
Principal activities in 2020
The principal activities undertaken by the Committee during 2020 were as follows:
• Approved the severance terms for the former CEO (Paul Noland) and former CFO (John Alder);
• Approved the employment terms for the new CEO (Steve Brown) and CFO (Fern MacDonald);
• Reviewed and approved salary increases with effect from January 2020;
• Reviewed and approved the LTIP grants for 2020;
• Reviewed the annual bonus targets for the Executive Directors for the financial year 2020 and measured
performance against them;
• Reviewed and approved the terms of reference of the Committee.
Activities undertaken between the end of the financial year and the date of this report:
• Reviewed and approved the LTIP performance conditions for the executive directors.
• Reviewed and approved salary increases with effect from January 2021;
Remuneration policy overview
The principal objectives of the Company’s remuneration policy are to attract, retain and motivate the Company’s
Executive Directors and Senior Management and provide incentives that align with, and support, the Company’s business
strategy.
The Remuneration Committee oversees the implementation of this policy and seeks to ensure that the Executive
Directors are fairly rewarded for the Company’s performance over the short, medium and long-term. Taking typical
practice within the sector into account, the Committee has decided that a significant proportion of potential total
remuneration should be performance related.
The Committee approved the salary and variable remuneration arrangements for Steve Brown as CEO with effect from
his appointment on 27 January 2020 and for Fern MacDonald with effect from her appointment as CFO on 27 April 2020.
The Committee will continue to monitor the salary and total remuneration for Executive Directors closely and reserves
the right to make an increase in excess of typical market practice if it considers it necessary and appropriate.
25
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Focus for 2021
In the coming year, the Remuneration Committee will consider a number of matters including:
•
•
•
•
approval of bonus performance measures and targets for 2021;
approval of performance conditions and awards under the Company’s Long-Term Incentive Plan for 2021;
assessment of the ongoing appropriateness of the remuneration arrangements in light of remuneration trends,
market practice and the current pandemic.
consideration of the incorporation of ESG targets in the Company’s incentive arrangements.
Resolutions at the AGM
A full remuneration report is not a requirement for AIM listed companies and similarly votes on remuneration policy and
reports are not required for such companies. Therefore, shareholders will not be invited to vote on our Remuneration
Policy or the Remuneration Report. The policy has been presented only for information and to give shareholders full
background on the Company’s approach to remuneration.
Directors’ remuneration policy
This section sets out accesso’s Remuneration Policy for Executive and Non-Executive Directors.
The Policy explains the purpose and principles underlying the structure of remuneration packages and how the Policy links
remuneration to the achievement of sustained high performance and long-term value creation.
Shareholders should note that approximately 70% of the Company’s workforce, including both Executive Directors, are
based in the US and their remuneration reflects that market. Overall remuneration is structured and set at levels to
enable accesso to recruit and retain high calibre executives necessary for business success whilst ensuring that:
•
•
•
•
our reward structure, performance measures and mix between fixed and variable elements is comparable with
similar organisations,
rewards support the implementation of strategy and aims of the business, and effective risk management for
the medium to long-term
the right behaviours, values and culture are encouraged and rewarded; and
the approach is simple to communicate to participants and shareholders.
26
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Fixed Elements of remuneration for Executive Directors
of
Element
Remuneration
Salary
set
level of
Provides a
remuneration sufficient
to
attract and retain Executives
appropriate
with
experience and expertise.
the
Link to Company Strategy
Operation
Maximum Opportunity
Benefits
Provides benefits sufficient to
attract and retain Executives
with
appropriate
experience and expertise.
the
Retirement
Schemes
sufficient
Provides retirement scheme
to
contributions
attract and retain Executives
with
appropriate
experience and expertise.
the
The Committee takes into account
a number of factors when setting
and reviewing salaries, including:
• Scope and responsibility of the
role;
• Any changes to the scope or size
of the role;
• The skills and experience of the
individual;
• Salary levels for similar roles
within appropriate comparators;
and
• Value of the remuneration
package as a whole.
Executive Directors are eligible for
the following benefits;
•
•
•
Healthcare
Life Insurance
Short and
disability insurance
long term
There is no set maximum to salary levels or
salary increases. Account will be taken of
increases applied to colleagues as a whole
when determining salary increases for the
Executive
the
Committee retains the discretion to award
higher
it
appropriate.
increases where
it considers
Directors,
however
The Committee recognises the need to
maintain suitable flexibility in the benefits
provided to ensure it is able to support the
objective of attracting and
retaining
personnel in order to deliver the Company
strategy. The maximum will be set at the
cost of providing the benefits described.
One-off payments such as legal fees or
outplacement costs may also be paid if it is
considered appropriate.
Directors are eligible to receive
employer contributions to the
Company’s pension plan(s) (which
are defined contribution plans) or
a salary supplement in lieu of
pension benefits.
4% of salary per annum for the CEO and CFO
subject to an annual maximum for the type
of scheme per local tax and/or retirement
regulations. To the extent that Executive
Directors participate
in the Company’s
pension arrangements, they do so on the
same terms as the workforce.
27
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Variable Elements of Remuneration for Executive Directors
Element of
Remuneration
Link to Company
Strategy
Operation
Maximum
Opportunity
Performance Metrics
Annual Bonus
Up to 150% salary
for the CEO and
up to 80% salary
for the CFO.
Variable
remuneration
that rewards the
achievement of
annual financial,
operational and
individual
objectives
integral
Company
strategy.
to
are
Objectives
set
annually based on the
of
achievement
strategic goals. At the
end of the year, the
Committee meets
to
performance
review
agreed
against
the
and
objectives
determines
payout
levels.
Awards are made
cash.
in
Awards are based on
financial,
operational and individual goals set at
the start of the year. Up to 50% of the
award will be assessed against the
Company’s financial performance in
that year. The remainder of the award
will be based on achievement against
specific
strategic
objectives. The Committee reserves
the right to make an award of a
by
different
achievement against the measures if it
believes the outcome is not a fair
reflection of Company or personal
performance.
produced
personal
amount
and
Long-Term
Incentive Plan
(LTIP)
Variable
remuneration
designed
to
incentivise and
reward the
achievement of
long-term
targets aligned
with
shareholder
interests.
LTIP
provides
flexibility
in the retention
and recruitment
of
Executive
Directors.
The
also
Awards granted under
the LTIP vest subject to
achievement
of
performance conditions
measured over a three-
year period. LTIPs may
be made as conditional
share awards or in other
forms
(e.g. nil cost
is
if
options)
considered appropriate.
Accrued dividends may
be paid
in cash or
shares, to the extent
that awards vest.
it
The plan also allows for
Share Options to be
granted, subject to a six-
month exercise period.
The Committee may
and
adjust
amend
awards
in accordance
with the LTIP rules.
Overall maximum
of 200% salary in
year,
any one
including
any
Share Option Plan
awards.
The split between these performance
measures will be determined annually
by the Committee and exceptionally
during the year if there is a compelling
reason to do so.
Performance measures are currently
related equally to TSR and Cash
EBITDA. The Committee reserves the
right to adjust the measures before
awards are granted to reflect relevant
strategic targets.
to adjust
The Committee reserves the right to
exercise discretion
the
outcome produced by achievement
against the measures if it believes the
outcome is not a fair reflection of
Company performance.
28
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Variable Elements of Remuneration for Executive Directors (continued)
Element of
Remuneration
Link to Company
Strategy
Operation
Maximum
Opportunity
Performance Metrics
Award in the 2020
performance year
of
582,567
performance
No
shares.
awards will be
made to the CEO
years
fiscal
in
2021 or 2022
Performance measures are currently
related equally to TSR and Cash
EBITDA. The Committee reserves the
right to adjust the measures before
awards are granted to reflect relevant
strategic targets.
to adjust
The Committee reserves the right to
exercise discretion
the
outcome produced by achievement
against the measures if it believes the
outcome is not a fair reflection of
Company performance.
LTIP for the
CEO
Variable
remuneration
Awards granted under
the LTIP vest subject to
designed
to
incentivise and
reward the
achievement of
long-term
targets aligned
with
shareholder
The
interests.
was
LTIP
to
structured
the
facilitate
appointment of
Steve Brown as
CEO
to
and
apply only to the
CEO recognising
the
special
circumstances.
achievement
of
performance conditions
measured over a three-
year period. LTIPs may
be made as conditional
share awards or in other
(e.g. nil cost
forms
options)
is
if
considered appropriate.
it
Accrued dividends may
be paid
in cash or
shares, to the extent
that awards vest.
The plan also allows for
Share Options to be
granted, subject to a six-
month exercise period.
The Committee may
adjust
amend
and
in accordance
awards
with the rules applying
to the LTIP plan for the
CEO.
29
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Notes to the Policy Table
All LTIP and bonus awards made to Executive Directors are subject to Malus and Clawback provisions. The Committee
may, in its absolute discretion, determine to reduce the number of shares to which an award or option relates or cancel
it altogether. Alternatively, the Committee could impose further conditions on the vesting or exercise of an award or
option. At any time within 2 years of an award vesting the Committee may require the Executive Director to transfer to
the Company a number of shares or a cash amount in:
•
•
•
•
•
any circumstances justifying summary dismissal of a participant from his office or employment with any Group
Company including, but not limited to, dishonesty, fraud, misrepresentation or breach of trust;
any material breach of a participant's terms and conditions of employment;
any material violation of Company policy, rules or regulations;
any material failure of risk management; and/or
any inaccurate reporting of any accounts, financial data or such other similar information resulting in such
accounts, financial data or other information or any future accounts, financial data or other information having
to include material write-downs, adjustments or other corrective items.
Remuneration Policy for Other Employees
As with the Executive Directors, salary for other employees is set at a level sufficient to attract and retain them, taking
into account their experience and expertise. Annual bonus for other employees is normally payable as a percentage of
salary and is set annually, based on the achievement of strategic and personal goals.
Selected employees may be invited to participate in accesso’s LTIP, CSOP, EMI or unapproved option schemes to aid
retention and motivation. Pension arrangements are consistent across the UK and US workforce including Executive
Directors.
Executive Directors’ service contracts
Each of the Executive Directors has entered into rolling service contracts terminable by the Company on six months’
notice or the Executive Director on 90 days’ notice. Each Executive Director receives life insurance, the benefit of which
amounts to a maximum of $600,000. Each Executive Director is entitled to reimbursement of reasonable expenses
incurred by them in the performance of their duties. The service contracts for Executive Directors make no provision for
termination payments, other than for payment in lieu of salary.
Recruitment Policy
The Committee will seek to align a new Executive Director’s remuneration package to the Company’s remuneration policy
as set out above. In determining remuneration for a new Executive Director, the Committee will consider all relevant
factors, including the requirements of the role, the external market and internal relativities, while ensuring it does not
pay more than is necessary to appoint the preferred candidate. Benefits will be limited to those outlined in the
remuneration policy, with relocation assistance provided where appropriate. Awards under the LTIP rules and/or CSOP
rules that may be awarded to a new Executive Director will be limited to 200% of salary and bonus limited to 200% of
salary.
30
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
The Committee may buy out remuneration a new hire has had to forfeit on joining the Group if it considers the cost can
be justified and is in the best interests of the Company. Any such buyout would be in addition to the limits set out above.
Any such buyout awards will be of comparable commercial value and reflect as closely as practicable the form and
structure of the forfeited awards, including timing of vesting, performance conditions and the probability of those
conditions being met. The fair value of any bought-out awards will be no higher than that of those forfeited. Where
appropriate, the Committee retains the discretion to use the provisions provided in the Listing Rules for the purpose of
making such an award, or to utilise any other incentive plan operated by the Group.
Where an Executive Director is appointed from within the Group, any legacy arrangements would be honoured in line
with the original terms and conditions as long as these do not cause a material conflict with the remuneration policy. If
an Executive Director is appointed following an acquisition of, or merger with, another Company, legacy terms and
conditions that are of higher value than provided in the Policy would normally be honoured.
Termination of office policy
If the employment of an Executive Director is terminated, any compensation payable will be determined by reference to
the terms of the service contract in force at the time. As variable pay awards are not contractual, treatment of these
awards is determined by the relevant rules. The Committee may structure any compensation payments beyond the
contractual notice provisions in the contract in such a way as it deems appropriate.
The Company may at its discretion make termination payments in lieu of notice calculated only on base salary. Service
agreements may allow for garden leave during any notice period.
There is no entitlement to a bonus in any year. The Committee retains discretion to award bonuses for leavers taking into
account the circumstances of departure. Any bonus would normally be subject to performance, deferral and time pro-
rating as appropriate.
Treatment of share awards is governed by the plan rules. If an Executive Director ceases to be a director or employee of
a Group Company before (i) the release date of an award granted as a conditional share award or (ii) the date on which
an award granted as an option becomes capable of exercise by reason of death or any other reason other than for cause,
the award shall be released or become exercisable to the participant. The release or exercise will be subject to the extent
that any relevant performance condition has been satisfied over the relevant period, which may be determined by the
Board. Any part of the Award which remains unvested as at the date of cessation, office or employment shall lapse
immediately.
If a participant ceases to be a director or employee of a Group Company for cause, all awards shall lapse immediately.
The Committee has discretion regarding whether to pro-rate the bonus based on the proportion of the year worked. The
Committee’s intention is that it will pro-rate the bonus for time, taking performance measures up to that time into
account. The Committee anticipates it would only use its discretion to not pro-rate only where there is an exceptional
business case, which would be explained in full to shareholders.
31
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Change of Control policy
The rules of the equity incentive plans provide that the number of shares that vest shall be determined by the Committee,
taking into account the extent to which any performance conditions have been satisfied and, unless the Committee
determines otherwise, pro-rating to reflect the period from the start of the performance period to the date of the change
of control. Where an award is in the form of an option, this will then be exercisable for a period of one month and will
then lapse. The rules also provide for awards to be exchanged for equivalent awards which relate to shares in a different
company.
The rules provide that the number of options that vest shall be determined by the Committee, taking into account the
extent to which any performance conditions have been satisfied and, unless the Committee determines otherwise, pro-
rating to reflect the period from the start of the performance period to the date of the change of control. The option will
then be exercisable for a period of one month and will then lapse. The rules also provide for awards to be exchanged for
equivalent awards which relate to shares in a different company.
Stakeholder engagement
In making remuneration decisions, the Committee takes into account the pay and employment conditions elsewhere in
the Group although employees were not formally consulted prior to setting the remuneration policy for Executive
Directors. Employees within the Group receive base salary, benefits, pension and an annual bonus subject to appropriate
eligibility conditions. The terms and value of these elements vary based on seniority. The Committee appreciates the
importance of understanding the views of the Company’s shareholders. The Committee is open to listening to the views
of our shareholders and engaging in ongoing dialogue with them on executive remuneration matters. The Committee
also takes full account of the guidelines of investor bodies and shareholder views in determining the remuneration
arrangements in operation within the Group. Shareholders should also note that a significant proportion of the
Company’s workforce are based in the USA and their remuneration reflects that market.
External Appointments
Executive Directors may hold external directorships if the Board determines that such appointments do not cause any
conflict of interest. Where such appointments are approved and held, it is a matter for the Board to agree whether fees
paid in respect of the appointment are retained by the individual or paid to the Company.
32
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Non-Executive Director Remuneration
Element of Remuneration
Link to Company Strategy
Operation
Maximum Opportunity
Non-Executive Director Fees
Fees are set at a level to reflect
the amount of time and level
of
in
involvement required
order to carry out their duties
as members of the Board and
its committees and to attract
and
retain Non-Executive
Directors of the highest calibre
with relevant commercial and
other experience.
The fees paid to the Non-
are
Executive
determined by the Board as a
whole.
Directors
Fee levels are set by reference
to Non-Executive Director fees
at companies of similar size
and complexity and general
salaried
increases
for
the
employees
Company.
within
Appointment of Non-Executive Directors
All the Non-Executive Directors have letters of appointment with the Company. Appointment is terminable on written
notice. The appointment letters for the Non-Executive Directors provide that no compensation is payable upon
termination of employment. Letters of appointment are available for inspection at the Company’s registered offices.
Each of the Non-Executive Directors are subject to annual re-election by the Company.
33
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Single total figure of remuneration (audited information)
The following tables set out the aggregate emoluments earned by the Directors in the years ended 31 December 2020
and 2019 respectively. Directors active during the period from 1 April 2020 to 31 December 2020 took a 20% pay
reduction.
Salary
$000
Compensation
for loss of
office
$000
Fees Bonus
$000
$000
2020
Share-
based
payments
$000
2019
2020
2019
Other
Benefits
Total
Total
Retirement
Contributions
$000
$000
$000
$000
$000
Non - Executive
Directors
Bill Russell (1) (10)
Karen Slatford (2) (10)
Andy Malpass (2) (10)
Jody Madden (3)
Tom Burnet (2) (4)
David Gammon (5)
(2) (10)
Executive Directors
Steve Brown (6) (10) (11)
Fern MacDonald (7) (10)
(11) (12)
Paul Noland (8)
John Alder (9) (10)
Total
-
-
-
-
-
-
311
193
133
141
778
-
-
-
-
-
-
-
-
259
199
458
162
55
48
-
35
47
-
-
-
-
347
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
808
78
-
-
886
-
-
-
-
-
-
15
9
6
6
36
162
55
48
-
35
47
1,134
280
398
346
2,505
158
64
56
-
208
56
-
-
-
-
-
-
-
-
-
595
706
1,843
6
11
17
-
-
-
-
9
-
-
-
11
9
29
(1) Appointed 1 March 2019
(2) Salary or fees payable in GBP and converted at the applicable monthly exchange rate
(3) Appointed 1 January 2021
(4) Role change from Executive Director to Non-Executive Director 1 March 2019, resigned 19 May 2020
(5) Fee payments were paid to Rockspring (family office of the Gammon family), resigned 31 December 2020
(6) Appointed 27 January 2020
(7) Appointed 27 April 2020
(8) Resigned 27 January 2020
(9) Resigned 31 March 2020
(10) 20% reduction on fees and salary from 1 April 2020 to 31 December 2020
(11) The 2020 LTIPs issued to Steve Brown and Fern MacDonald had their performance conditions set after the end of 2020 due to
the impact of COVID-19 making the setting of appropriate targets impractical. Although performance targets were set at a later date,
in 2020 these awards were required to be valued for accounting purposes as time-based awards. The LTIP awards were modified in
the first quarter of 2021 and the cumulative charge adjusted in 2021.
(12) No matching contributions were made by the Company as part of the COVID pay restrictions referred to above
34
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Single total figure of remuneration (audited information) (continued)
(i)
(ii)
(iii)
(iv)
(v)
Annual salary and fees – correspond to the amount received during the relevant financial year,
either as base salary for executives or fees for non-executives.
Annual bonus – corresponds to the amount earned in respect of the relevant financial year. Details of
how this was calculated are set out below.
Benefits – corresponds to the taxable value of benefits received during the relevant financial year and
principally includes life assurance and permanent health insurance.
Share-based payment – corresponds to the amount charged against current financial year earnings for
equity awards to the Executive Directors in the current or previous financial year.
Retirement Contributions – corresponds to the amount contributed to a defined contribution
retirement plan. The Executive Directors received a retirement plan contribution of up to 4% of salary
as detailed earlier in this report.
2020 Annual bonus (Audited)
In respect of the year ended 31 December 2020, the Remuneration Committee reviewed the corporate performance and
praised the Executive Directors for their swift and well considered actions in response to the extreme trading conditions
faced by the Group as a result of COVID-19. The executives’ decisive leadership was essential to navigating the challenges
faced by a business serving the attractions markets and provided the Group with the financial resilience needed to build
into a recovery phase in 2021 and beyond. However, it was concluded that despite these efforts, based on the Group’s
key performance metrics, and the acknowledgement of the government assistance utilised, that a payment of bonuses
to the Executive Directors would be inappropriate for the year ended 31 December 2020.
Statement of Directors’ shareholding and scheme interests (audited information)
The share option and LTIP awards of the directors are set out below:
31
December
2019
61,913
105,384
-
2,471
6,799
-
John Alder
Paul Noland
Steve Brown
27 January 2020
Fern MacDonald
1 May 2018 (1)
13 May 2019 (1)
16 September 2020
-
-
-
-
-
-
Exercised in
the period
Lapsed in
the period
Granted in
the period
(61,913)
(105,384)
-
-
31
December
2020
-
-
Exercise
price
Date from which
exercisable
-
-
-
-
-
582,567
582,567
£0.01 27 January 2023
-
-
154,422
2,471
6,799
154,422
£0.01 12 May 2021
£0.01 12 May 2022
£0.01 16 September 2023
LTIP awards represent the maximum award if the performance conditions are fully met.
(1) Granted to Fern MacDonald in her capacity as an employee before she was appointed an Executive Director on
27 April 2020.
35
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
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, the newly appointed CEO at the time, 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.
Following Tom Burnet’s resignation on 19 May 2020 the EBT shares were transferred to him and consequently the EBT
held no further shares on his behalf (2019: 200,000).
Long-Term Incentive Plan (LTIP) Awards
There are four unvested LTIP awards currently in issue to the executive Directors. The performance conditions are set
out below. More detailed information on the specifics of the TSR, EPS and Cash EBITDA targets will be disclosed when
the awards vest but are not published at this stage as they are considered commercially sensitive in light of the response
to COVID-19.
Date of Award
Vesting Period
(months)
Performance Conditions
Period stock to
be held
following
exercise
(months)
36
36
1 May 2018 (LTIPs were
issued to Fern MacDonald
under this plan in her
capacity as an employee
prior to her appointment
as Executive Director on 27
April 2020)
13 May 2019 (LTIPs were
issued to Fern MacDonald
under this plan in her
capacity as an employee
prior to her appointment
as Executive Director on 27
April 2020)
6 The sole condition for the Award, as reissued on 13 May 2019,
is related to continued employment. If the employee is
employed on 12 May 2021, 100% of the Award shall become
exercisable.
No awards under this plan can be made to serving executive
directors.
6 25% of the performance condition for the 2019 Award is
related to Total Shareholder Return (TSR) over the period
from 13 May 2019 to 12 May 2022. If the performance
condition is met 100% of the TSR element of the award shall
vest.
25% of the performance condition is related to adjusted
Earnings Per Share (EPS) for the year ending 31 December
2021. Pursuant to this element of the Award, it shall vest on a
straight-line basis between 15% and 100%.
50% of the condition for the Award is a related to continued
employment. If the employee is employed on 27 June 2022,
50% of the Award shall become exercisable.
No awards under this plan can be made to serving executive
directors.
36
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Date of Award
Vesting Period
(months)
Performance Conditions
Period stock to
be held
following
exercise
(months)
27 January 2020 (LTIPs
were issued to Steve
Brown after his
appointment as Executive
Director on 27 January
2020)
16 September 2020 (LTIPs
were issued to Fern
MacDonald after her
appointment as Executive
Director on 27 April 2020)
36
36
6 50% of the performance condition for the 2020 Award is
related to Total Shareholder Return (TSR) over the period to
31 December 2022. Pursuant to this element of the Award, it
shall vest on a straight-line basis between 25% and 100%.
50% of the performance condition for the 2020 Award is
related to cash EBITDA for the fiscal year 31 December 2022.
Pursuant to this element of the Award, it shall vest on a
straight-line basis between 25% and 100%.
6 50% of the performance condition for the 2020 Award is
related to Total Shareholder Return (TSR) over the period to
31 December 2022. Pursuant to this element of the Award, it
shall vest on a straight-line basis between 25% and 100%.
50% of the performance condition for the 2020 Award is
related to cash EBITDA for the fiscal year 31 December 2022.
Pursuant to this element of the Award, it shall vest on a
straight-line basis between 25% and 100%.
37
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Payments for loss of office and payments to past directors (audited information)
Paul Noland, former CEO, and John Alder, former CFO, remained as employees for a period after their resignation as executive directors
and were paid their contractual 6-month notice period during 2020. The Remuneration Committee reviewed the proposed payments
and considered that they were appropriate in all circumstances.
Unaudited Section of the Remuneration Report
External appointments
Executive Directors may accept appointments outside the Company, with the prior approval of the Board. Any fees may be retained
by the Director, although this is at the discretion of the Board. Executive Directors hold external appointments for which they receive
a fee as follows:
No Executive Director held an external appointment as at 31 December 2020.
Fees for the Non-Executive Directors
A summary of current fees for the year ended 31 December 2021 is shown below, there is no increase from 2020, however, all Non-
Executive Directors took a 20% fee reduction from April to December 2020 inclusive which was reversed from January 1, 2021:
Basic fee Role
$
Bill Russell
190,000 Non-Executive Chairman
Andy Malpass (1)
60,104 Chair of the Audit Committee
Karen Slatford (1)
68,300
Senior Independent Director, Chair of the Remuneration Committee
Jody Madden (2)
56,000 Non-Executive Director
(1) Payable in GBP and converted on 1 January 2021 rate of 1.366, no GBP increase on 2020 fee levels
(2) Appointed as Non-Executive Director on 1 January 2021.
38
accesso Technology Group plc
Directors’ Remuneration Report
for the financial year ended 31 December 2020 (continued)
Implementation of the Remuneration Policy for the year ended 31 December 2020
2020 Executive Directors’ base salary
The table below shows the salaries for the Executive Directors as at 1 January 2021 in comparison to base salary at their date of
appointment;
Steve Brown (1)
Fern MacDonald (2)
Date of appointment
1 January 2021
% change
$
400,000
350,000
$
408,000
357,000
2%
2%
(1) Appointed 27 January 2020, Steve Brown took a 20% pay reduction on above salary from 1 April 2020 to 31 December 2020
(2) Appointed 27 April 2020, Fern MacDonald took a 20% pay reduction on above salary from 27 April 2020 to 31 December
2020
Implementation of Policy for 2021
Salaries for Executive Directors are reviewed each year taking into account the Remuneration Policy set out in this report.
Annual bonus and LTIP performance measures are selected annually to reflect accesso’s annual and long-term objectives and reflect
financial and strategic priorities, as appropriate. Performance targets are set to be stretching and achievable, taking into account a
range of reference points including the strategic plan and broker forecasts, as well as the Group’s strategic priorities and the external
context. In light of the significant trading disruption caused by COVID-19, the Remuneration Committee considered that it was
inappropriate to set performance targets at the time the 2020 awards were made. As a result, performance targets were set in early
2021 having taken advice from the Company’s brokers and taking into consideration the revised corporate strategic plan.
In respect of the annual bonus, as part of the implementation of the revised strategic plan the following measures have been agreed:
Revenue, profitability and cash flow management;
•
• Meeting the relevant 2021 targets in the Company’s long-term plan; and
•
Retention of key staff.
Achieving a maximum percentage of target will usually result in the maximum bonus being awarded under the formula. Falling below
the set targets will ordinarily result in no award being made in respect of that measure. The final determination on bonus awards is
however made by the Committee taking all available factors into account.
The Committee will set appropriate performance conditions for any LTIP awards made to Executive Directors in 2021. As stated above,
no LTIP awards will be made to the CEO in 2021 or 2022.
2021 Non-Executive Director remuneration
No increase to Non-Executive Director Fees had been determined at the time of this report. If increases are determined during 2021
they will be disclosed in the 2021 report.
Karen Slatford
Chair of the Remuneration Committee
23 March 2021
39
accesso Technology Group plc
Report of the Directors
for the financial year ended 31 December 2020
The Directors present their report with the financial statements of the company and the Group for the financial year
ended 31 December 2020.
Dividends
No dividends will be proposed for the financial year ended 31 December 2020 (31 December 2019: none).
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 2020 the Group capitalised $3.0m of research and development spend (year ended 31 December
2019: $22.0m) and impaired $2.1m and $0.5m of development costs from its Ticketing & Distribution and Guest
Experience operating segments respectively (2019: $15.2m, Guest Experience operating segment).
Directors
The Directors during the period under review and to the date of approval of the financial statements were:
Bill Russell, Non-Executive Chairman
Steve Brown, Executive Director (Appointed 27 January 2020)
Paul Noland, Executive Director (Resigned 27 January 2020)
John Alder, Executive Director (resigned 31 March 2020)
Fern MacDonald, Executive Director (Appointed 27 April 2020)
Tom Burnet, Non-Executive Director (resigned 19 May 2020)
David Gammon, Non-Executive Director (resigned 31 December 2020)
Andy Malpass, Non-Executive Director
Karen Slatford, Senior Independent Director
Jody Madden, Non-Executive Director (Appointed 1 January 2021)
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 2020 in the issued share capital of the company
were as follows:
Ordinary share capital £0.01 shares
Tom Burnet, Non-Executive (1)
John Alder, Executive (2)
David Gammon, Non-Executive (3)
Bill Russell, Non-Executive
Steve Brown, Executive
Paul Noland, Executive (4)
Fern MacDonald, Executive
Andy Malpass, Non-Executive
Karen Slatford, Non-Executive
(1) Resigned from the Board on 19 May 2020
(2) Resigned from the Board on 31 March 2020
(3) Resigned from the Board on 31 December 2020
(4) Resigned from the Board on 27 January 2020
As at 31
December 2020
-
-
-
32,307
665,774
-
15,000
5,414
16,549
As at 1 January
2020
248,923
60,540
48,000
10,000
-
6,000
-
4,352
11,835
Details of the Directors' share options are disclosed within the Directors’ remuneration report.
40
accesso Technology Group plc
Report of the Directors
for the financial year ended 31 December 2020 (continued)
Financial instruments
Details of the Group's financial risk management objectives and policies, including the use of financial instruments, are
included within the accounting policies in note 7 to the financial statements.
As at 18 March 2021 the company had been notified that the following were interested in 3% or more of the ordinary
share capital of the company in accordance with the DTR 5:
Shareholder
Number of ordinary shares
Liontrust Investment Partners LLP
BlackRock, Inc.
Amati AIM VCP plc and T B Amati Investment Funds Limited
Long Path Partners LP
Chelverton Asset Management Limited
Allianz Global Investors GmbH
Canaccord Genuity Group Inc
M&G plc
Jupiter Asset Management Ltd
Pershing Securities Limited (via Pershing Nominees Limited)
4,073,453
3,324,929
2,205,191
2,158,236
2,125,000
2,040,253
1,835,880
1,783,974
1,566,500
1,379,311
% of Issued
ordinary share
capital
9.88%
8.07%
5.35%
5.24%
5.16%
4.95%
4.45%
4.33%
3.80%
3.35%
There were no further updates to the date of this report. Changes in major interests in the Company are updated on the
Company’s website as and when these occur.
Annual general meeting
The annual general meeting of the company will be held on Tuesday, 18th May 2021. The notice convening the meeting
is enclosed with these financial statements.
Branch registration
The company operates branches in Germany and Italy.
Going concern
The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate
for the following reasons.
Following the impact of COVID-19 and the subsequent decrease in revenues, accesso Technology Group plc (the Group),
took several steps to preserve the cash position of the Group including raising additional cash of $46.1m through a
placing, an open offer, obtaining additional loan facilities of £8m until 31 August 2021 and reducing underlying
administrative expenses by $1.4m a month during the year.
Subsequent to year end on 19 March 2021 the Group signed a new banking agreement with Investec Bank PLC and settled
in full the facility with Lloyds Bank PLC. This agreement gives a facility of £18m through to March 2024 and the covenants
in the first 2 years are minimum revenue and minimum liquidity only. Minimum revenue covenants are tested quarterly
on a 12-month basis ending on each test date at $50m for June 2021, September 2021 and December 2021; $55m for
March 2022, June 2022 and September 2022; and $60m for December 2022. Minimum liquidity is £10.7m of freely
available cash to be tested for four consecutive quarters starting on June 2021. As at 19 March 2021 the Group has cash
of $28.6m and available facilities of £18m, draw down is subject to security of charges over the US subsidiary entities.
The Directors have prepared cash flow forecasts for the Group for a period of 24 months from the date of these financial
statements, which indicate that, taking account of severe but plausible downsides and the anticipated impact of COVID-
19, the Group will have sufficient funds to meet the liabilities of the Group as they fall due for that period.
The base case assumes that there is a steady re-opening of attractions and that Group revenue and EBITDA gradually
increases through 2021 although are still below the levels seen in 2019. Within the base case there are contingencies to
allow for a shortfall to the expected level of performance. Under this scenario, the Group has sufficient liquidity and
adequate headroom within its existing cash reserves and facilities and complies with all covenants throughout the review
period.
41
accesso Technology Group plc
Report of the Directors
for the financial year ended 31 December 2020 (continued)
Going concern (continued)
The severe but plausible downside case assumes that the impact of COVID-19 lasts for longer with a lower and slower
opening of attractions with FY21 revenues being in line with those achieved in FY20. It also assumes that steps would be
taken to protect the Group’s financial position by taking actions which are in the Group’s control such as deferring capital
expenditure, significantly reducing areas of expenditure such as use of subcontractors and travel and accommodation
costs but assumes no government support in terms of furlough or delays in tax payments. Under this scenario, the Group
would also have sufficient liquidity and adequate headroom within its existing cash reserves and facilities and complies
with all covenants throughout the review period.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities
as they fall due for the period of assessment to 31 December 2022 and therefore have prepared the financial statements
on a going concern basis.
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.
Compliance with Section 172 of the Companies Act
A Director of the Company must act in accordance with a set of general duties. These duties are detailed in Section 172
of the Companies Act 2006, summarised as follows:
The likely consequences of any decisions in the long-term
The Board has set a number of key strategic priorities for 2021.
These priorities reflect the need to consider the interests of our staff and the need to keep pace with market initiatives
and technological changes so the business is appropriately positioned to take best advantage of market conditions. The
strategic priorities are cascaded down to individuals within the business through the Performance and Development
Review process.
Engagement with 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, on 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. Engaged, enabled,
empowered employees who contribute to the best of their potential are fundamental to the long-term success of the
business. We employ and develop high calibre staff. We maintain oversight of their performance through an annual
performance and development review process. We seek to offer appropriate levels of remuneration which we
benchmark using market surveys. We value our employees’ thoughts and ideas and two-way communication is actively
sought and encouraged. An anonymous Staff Engagement Survey was conducted during the year, the results of which
were considered in detail by management and helped to inform and guide subsequent strategic decisions that were
made. Our expected standards of behaviour are set out in our Code of Business which all staff are expected to adhere
to.
42
accesso Technology Group plc
Report of the Directors
for the financial year ended 31 December 2020 (continued)
Business relationships with customers, supplier and others
accesso’s customers are key to the long-term success of our business. We seek to grow and maintain our customer base.
Our reputation needs to be preserved to protect our position as the leading technology provider of choice for tomorrow's
attractions, venues and institutions to help us achieve our growth ambitions. They are key business partners and we set
out our relationship in terms of business or service level agreements. We maintain oversight of these arrangements as
well as making sure our customers receive appropriate level of disclosure.
We invest in research and development because our industries demand it, our clients benefit from it and it makes a
positive impact on the guest experience. Our innovative technology solutions allow venues to increase the volume and
range of on-site spending and to drive increased transaction-based revenue through cutting edge ticketing, point-of-sale,
virtual queuing, distribution and experience management software.
Many of our team members come from backgrounds working within the attractions and cultural industry. In this way, we
are experienced operators who run a technology company serving attractions operators, versus a technology company
that happens to serve the market. Our staff understand the day-to-day operations of managing complex venues and the
challenges this creates, and together we strive to provide our clients and their guests with technology that empowers
them to do more and enjoy more. From our agile development team to our dedicated client service specialists, every
team member knows that their passion, integrity, commitment, teamwork and innovation are what drive our success.
The impact of the Group’s operations on the community
accesso is a responsible member of its community as it reflects our culture and matters to our staff and local community.
accesso has a strong culture of supporting staff in both individual and group volunteering and fundraising initiatives.
These now encompass encouraging staff to volunteer at local community projects and participate in local events; and
providing corporate sponsorship of charitable activities.
The desirability of the Group maintaining a reputation for high standards of business conduct
We have an on-going dialogue with shareholders through formal communication of financial results on a yearly and half
yearly basis, we also provide periodic market updates and the required press releases to ensure compliance with the AIM
rules. We engage with substantial shareholders to ensure that the strategic direction of the business is aligned with group
objectives.
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 Group'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 auditor
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 auditor is 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 auditor
is aware of that information.
43
accesso Technology Group plc
Report of the directors
for the financial year ended 31 December 2020 (continued)
Auditor
A resolution approving the re-appointment of KPMG LLP will be proposed at the forthcoming annual general meeting.
Other Information
An indication of likely future developments in the business have been included in the Strategic Report on page 19. Details
of significant events which have occurred since the end of the financial year can be found on page 108.
On behalf of the Board
Fern MacDonald
Chief Financial Officer
23 March 2021
44
accesso Technology Group plc
Corporate Governance report
for the financial year ended 31 December 2020
During the year, our governance systems and processes proved resilient in supporting the Board of Directors’ (the ’Board’)
ability to negotiate the pandemic. Decision making during this time was often during uncertain circumstances and, like
many companies, we met regularly to consider matters as they evolved. Our governance framework embedded within
accesso’s culture, provided the right approach for us to adapt and be flexible to the changing demands we needed to
address.
The Board continues to support achieving high standards of corporate governance and we remain fully compliant with
the principles of the Quoted Company Alliance’s Corporate Governance Code (the ‘QCA Code’.) accesso’s adherence to
high standards of ethics, values and corporate social responsibility are principles which underpin our governance
procedures and the strategic and management decisions that we make. Our governance model evolves to support the
business and the QCA Code continues to provide a flexible, yet rigorous approach to support this. The Board is reviewing
appropriate governance around ESG matters.
Details of how we comply with the QCA Code are set out in our Statement of Compliance, a copy of which can be found
on our website www.accesso.com.
Board composition
The Board of Directors comprises two Executive Directors, the Non-Executive Chairman and three Non-Executive
Directors, all of whom are independent. Full details of the Directors are on pages 17 to 18.
During the year, the Board appointed Fern MacDonald as Chief Financial Officer after John Alder stepped down from the
position. Jody Madden was appointed as a Non-Executive Director on 1 January 2021 following the resignation of David
Gammon on 31 December 2020. All directors are subject to election by shareholders at their first annual general meeting
after their appointment to the Board and seek re-election at each annual general meeting thereafter.
Each of the directors brings a mix of skills, experience and knowledge, the balance of which enables the Board to discharge
its duties effectively. Upon joining the Board, directors receive an induction on various aspects of the Group. The directors
receive updates from the company secretary and other various external advisers on legal requirements and regulations,
remuneration matters and corporate governance best practice.
The Board will continue to look to build further diversity into leadership and across the business recognising the value of
building and developing a diverse workforce at all levels. Succession planning is a continuous strategic process and the
Board has continued over the year to focus on both long-term and short-term succession both for board and senior
management succession.
The role of the Board
The Board is responsible for the overall leadership of the Company and setting the Company’s vision, purpose, values
and standards. It approves the Group’s strategic aims and objectives and the annual operating and capital expenditure
budgets and ensures maintenance of a sound system of internal control and risk management. There is a formal schedule
of matters reserved for the Board.
45
accesso Technology Group plc
Corporate Governance report (continued)
for the financial year ended 31 December 2020
The role of the Board (continued)
The Executive Directors have day to day responsibility for the operational management of the Groups’ activities. The
Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The
chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the
Board’s decision making and ensuring the non-executive directors are properly briefed on matters. The chief executive
officer has responsibility for implementing the strategy of the Board, alongside the chairman, and managing the day-to-
day activity of the Group. The company secretary is responsible for ensuring that Board procedures are followed, and
applicable rules and regulations are complied with. All directors have access to the company secretary and are permitted
to obtain independent professional advice at the Company’s expense where they consider it necessary for them to
effectively discharge their duties.
The Board has established an Audit Committee and Remuneration Committee to assist the Board in fulfilling its
responsibilities. Both board committees have separate terms of reference, which along with the Board’s schedule of
matters reserved are reviewed on a regular basis. 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.
The Board has appointed Karen Slatford as the Senior Independent Director who regularly engages with investors on
behalf of the Company.
Board and Committee meetings 2020
The Company holds board meetings regularly throughout the year. Eight board meetings scheduled in advance were held
during the year. However, the Board also held a number of ad-hoc meetings throughout the year which were convened
on short notice, primarily to address pressing matters in respect of the sales process that did not complete, the fund raise
process and to discuss the impact of coronavirus (‘COVID-19’) on the business. The Audit Committee held three meetings
and the Remuneration Committee held six meetings. Attendance by board members is shown below.
Number of meetings held
Executive board members
Steve Brown (1)
Fern MacDonald (2)
John Alder (3)
Paul Noland (1)
Non-executive board members
Bill Russell
Tom Burnet (4)
David Gammon (5)
Andy Malpass
Karen Slatford
Notes to attendance table:
Board
8
7
6
1
-
8
2
7
8
8
Audit
Committee
3
Remuneration
Committee
6
-
-
-
-
-
-
2
3
3
-
-
-
-
-
-
4
5
6
(1) Paul Noland resigned from the Board with effect from 27 January 2020. Steve Brown was appointed as his replacement on
the same date and was therefore eligible to attend all meetings scheduled during 2020.
(2) Fern MacDonald was appointed to the Board from 27 April 2020 and was eligible to attend 6 Board meetings.
(3) John Alder resigned from the Board with effect from 31 March 2020
(4) Tom Burnet resigned from the Board with effect from 19 May 2020.
(5) David Gammon resigned from the Board with effect from 31 December 2020.
(6) Jody Madden was appointed to the Board from 1 January 2021 and was therefore not eligible to attend meetings during
2020.
46
accesso Technology Group plc
Corporate Governance report (continued)
for the financial year ended 31 December 2020
In the event that Board approval is required between Board meetings, Board members are provided with supporting
information to assist in making a decision. The decision of each Board member is communicated and recorded at the
following Board meeting. Board members are aware of the time commitment required when joining the Board.
The Board agenda for each meeting is collated by the chairman in conjunction with the company secretary. The agenda
ensures that adequate time is spent on operational and financial issues as well as strategic matters. During the course
of the year, the topics subject to Board discussion at board meetings included:
Protection and support of staff
Capital fundraise and share structure
Strategic plan and annual forecast and budget
Financial performance
Succession planning
• Management of operations following the onset of the COVID-19 pandemic
•
•
•
•
•
• Market and competitor reports
• Risk and internal controls
• Approval of annual and half year reports
•
• Reports from the audit and remuneration committees
Stakeholder engagement
Detailed proposal papers, management reports, progress on key initiatives and routine matters such as financial reports
and a statement on current trading are produced in advance of meetings to enable proper consideration and debate of
matters by the Board in its meetings. Major strategic initiatives involving significant cost or perceived risk are only
undertaken following their full evaluation by the Board. Matters of an operational nature are delegated to executive
management. The Board also receives management information on a regular basis between formal meetings.
Detailed proposal papers, management reports, progress on key initiatives and routine matters such as financial reports
and a statement on current trading are produced in advance of meetings to enable proper consideration and debate of
matters by the Board in its meetings. Major strategic initiatives involving significant cost or perceived risk are only
The Chairman, the CEO and CFO are invited to attend the Audit and Remuneration Committee meetings if appropriate.
Minutes of all board and committee meetings are recorded by the Company Secretary.
Audit Committee
The Audit Committee is chaired by Andy Malpass, and both Jody Madden (who replaced David Gammon who resigned
from the Board on 31 December 2020) and Karen Slatford are members.
The Committee met seven times during the year to fulfil its duties, this being three times for the normal scheduled activity
and four times for the audit services benchmarking activity mentioned below. The chairman, chief executive officer, chief
financial officer and external auditor attended meetings by invitation.
The Committee is responsible for monitoring and reviewing the financial reporting of the Group from information
provided by the management and the auditor. As part of this it reviews both the financial information and the narrative
reporting within the externally published announcements and company reports. It also considers the objectivity,
independence and cost effectiveness of the external auditor. The Committee keeps under review the effectiveness of the
Group’s system of internal control on behalf of the Board. As part of this role it reviews the Group’s controls and
procedures for the evaluation, monitoring and management of risks, advises the Board on the Group’s risk strategy. The
Executive Directors are closely involved with the management and review of business operations.
47
accesso Technology Group plc
Corporate Governance report (continued)
for the financial year ended 31 December 2020
The Committee considers the objectivity, independence and cost effectiveness of the external auditor, taking into
account the views of management. During the year meetings were held by the Audit Committee with several other
potential auditors to benchmark service offerings prior to the re-appointment of KPMG. Non-audit services are
benchmarked by management to ensure value for money, auditor objectivity and independence of advice. During 2020
KPMG ceased to provide tax compliance and advisory services in order to remove any independence concerns.
The Audit Committee’s recommendation is that KPMG LLP be appointed as the company’s auditor and an appropriate
resolution be put to the shareholders at this year’s annual general meeting.
Remuneration Committee
The full Remuneration Committee report is on pages 24 to 39 which includes full details of the composition and terms of
reference of the committee.
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 although in person meetings have been limited during the year due to the global
coronavirus pandemic (‘COVID-19’). The company also uses the annual general meeting as an opportunity to engage with
its shareholders. Although the 2020 annual general meeting was a closed meeting due to the UK Government’s guidance
on social distancing in place at the time, shareholders were able to submit questions to the Board prior to the meeting.
Notice of the date of the 2021 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.
Board performance evaluation
The recommendations from the 2019 board evaluation, where possible were advanced during the year. The Board agreed
that given the significant financial and operational challenges presented by COVID-19, and that there were two new
Executive Directors and a change in Non-Executive Directors over the year, it was appropriate to hold the next Board
Evaluation during the course of 2021.
Bill Russell
Non-Executive Chairman
23 March 2021
48
accesso Technology Group plc
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements for each financial year.
Under the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity with the requirements of the Companies Act 2006
and applicable law and they have elected to prepare the parent Company financial statements on the same basis.
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 parent Company and of the Group’s profit or loss for that
period. In preparing each of the Group and parent Company financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
•
•
•
state whether they have been prepared in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006;
assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company
or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report and a Directors’
Report that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on
the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
On behalf of the Board
Fern MacDonald
Chief Financial Officer
23 March 2021
49
accesso Technology Group plc
50
accesso Technology Group plc
51
accesso Technology Group plc
52
accesso Technology Group plc
53
accesso Technology Group plc
54
accesso Technology Group plc
55
accesso Technology Group plc
56
accesso Technology Group plc
Consolidated statement of comprehensive income
for the financial year ended 31 December 2020
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating loss before impairment of intangible assets
Impairment of intangible assets
Operating loss
Finance expense
Finance income
Loss before tax
Income tax benefit
Loss for the period
Other comprehensive income
Items that will be reclassified to income statement
Exchange differences on translating foreign operations
Income tax credit on items recorded in other comprehensive income
Total comprehensive loss
All profit and comprehensive income is attributable to the owners of the parent
Notes
2020
$000
2019
$000
9
56,094
117,182
(13,109)
(31,554)
42,985
85,628
(73,339)
(141,906)
(27,727)
(2,627)
(2,661)
(53,617)
(30,354)
(56,278)
(2,518)
(1,324)
10
21
(32,862)
(57,581)
16
12
12
13
3,008
6,985
(29,854)
(50,596)
4,910
1,129
6,039
611
-
611
(23,815)
(49,985)
Losses per share expressed in cents per share:
Basic
Diluted
15
15
(84.78)
(84.78)
(184.26)
(184.26)
All activities of the company are classified as continuing
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements
57
accesso Technology Group plc
Consolidated statement of financial position
as at 31 December 2020
Registered Number: 03959429
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Right of use assets
Contract assets
Deferred tax assets
Current assets
Inventories
Contract assets
Trade and other receivables
Income tax receivable
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Derivative financial liabilities
Finance lease liabilities
Contract liabilities
Income tax payable
Net current assets
Non-current liabilities
Deferred tax liabilities
Contract liabilities
Other non-current liabilities
Finance lease liabilities
Borrowings
Total liabilities
Net assets
Shareholders' equity
Called up share capital
Share premium
Own shares held in trust
Retained earnings
Merger relief reserve
Translation reserve
Total shareholders’ equity
31 December
2020
31 December
2019
Notes
$000
$000
16
17
30
9
13
19
9
20
29
21
23
30
9
13
9
21
30
22
24
25
25
25
25
25
129,503
2,439
4,166
1,109
7,701
144,918
1,927
3,404
15,968
1,858
56,355
79,512
17,328
758
1,163
7,525
667
27,441
52,071
7,580
1,303
-
3,790
26,699
39,372
66,813
142,456
3,766
5,715
3,654
8,647
164,238
1,004
5,926
23,676
50
16,205
46,861
31,811
-
1,307
7,299
4,005
44,422
2,439
10,778
1,823
30
4,976
15,851
33,458
77,880
157,617
133,219
595
153,327
-
(15,864)
19,641
(82)
427
107,403
(665)
11,331
19,641
(4,918)
157,617
133,219
The financial statements were approved by the Board of directors on 23 March 2021 and were signed on its behalf by:
Fern MacDonald
Chief Financial Officer
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements
58
accesso Technology Group plc
Company statement of financial position
as at 31 December 2020
Registered Number: 03959429
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Property, plant and equipment
Right of use assets
Contract assets
Amounts due from group undertakings
Current Assets
Inventories
Contract assets
Trade and other receivables
Income tax receivable
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Derivative financial liabilities
Finance lease liabilities
Contract liabilities
Income tax payable
Net current assets /(liabilities)
Non-current liabilities
Deferred tax
Contract liabilities
Finance lease liabilities
Borrowings
Total liabilities
Net assets
Shareholders' equity
Called up share capital
Share premium
Retained earnings
Merger relief reserve
Translation reserve
Total shareholders' equity
31 December
2020
31 December
2019
Notes
$000
$000
16
18
17
30
9
20
19
9
20
21
23
30
9
13
9
30
22
24
25
25
25
25
4,481
61,570
661
608
675
97,161
165,156
105
2,056
10,588
1,126
47,690
61,565
11,827
758
121
441
9
13,156
48,409
605
184
601
26,699
28,089
41,245
5,954
72,798
787
775
2,904
82,950
166,168
205
1,487
6,686
17
3,780
12,175
12,762
115
316
3,422
16,615
(4,440)
464
471
728
15,851
17,514
34,129
185,476
144,214
595
153,327
10,905
19,641
1,008
185,476
427
107,403
28,684
19,641
(11,941)
144,214
The loss for the financial year for the Company was $16.57m (2019: loss of $20.96m).
The financial statements were approved by the Board of directors on 23 March 2021 and were signed on its behalf by:
Fern MacDonald
Chief Financial Officer
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements
59
accesso Technology Group plc
Consolidated statement of cash flow
for the financial year ended 31 December 2020
Cash flows from operations
Loss for the period
Adjustments for:
Depreciation (excluding finance lease assets)
Depreciation on finance leased assets
Amortisation on acquired intangibles
Amortisation on development costs and other intangibles
Impairment of intangibles
Loss on disposal of property, plant and equipment
Share-based payment
Deferred consideration charge
Finance expense
Finance income
Foreign exchange gain
Income tax benefit
RDEC tax credits
(Increase)/Decrease in inventories
Decrease/(Increase) in trade and other receivables
Increase/(Decrease) in contract assets/ contract liabilities
(Decrease)/Increase in trade and other payables
Cash (used in)/generated from operations
Tax (paid)/received
Net cash (outflow)/inflow from operating activities
Cash flows from investing activities
Deferred consideration settlement
Capitalised internal development costs
Purchase of property, plant and equipment
Acquisition of other intangible assets
Interest received
Net cash used in investing activities
Cash flows from financing activities
Share issue
Share issue costs
Sale of shares held in trust
Interest paid
Payments on property lease liabilities
Proceeds from borrowings
Repayments of borrowings
Net cash generated from/ (utilised in) financing activities
Increase/ (Decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of year
Notes
2020
$000
2019
$000
(29,854)
(50,596)
17
30
16
16
16
10
10
12
12
13
16
17
16
30
1,758
1,461
2,573
11,446
2,627
22
1,398
150
2,518
(10)
1,308
(3,008)
(384)
(7,995)
(923)
6,658
4,847
(14,444)
(11,857)
(2,657)
(14,514)
(477)
(2,969)
(437)
-
6
1,694
1,320
11,286
13,000
53,617
114
1,845
1,416
1,324
(21)
(90)
(6,985)
-
27,924
86
(5,865)
(1,140)
3,562
24,567
1,597
26,164
(1,017)
(21,064)
(1,945)
(4)
21
(3,877)
(24,009)
48,215
(2,123)
198
(633)
(1,622)
10,116
-
54,151
35,760
16,205
4,390
56,355
306
-
-
(830)
(1,451)
4,802
(9,728)
(6,901)
(4,746)
20,704
247
16,205
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements
60
accesso Technology Group plc
Company statement of cash flow
for the financial year ended 31 December 2020
Cash flows from operations
Loss for the period
Adjustments for:
Depreciation excluding finance leased assets
Depreciation on finance leased assets
Amortisation
Impairment of intangibles
Share-based payment
Impairment of investment in subsidiary
Loss on disposal of property, plant and equipment
Finance expense
Finance income
Foreign exchange loss
Income tax (benefit) / expense
Decrease in inventories
(Increase)/Decrease in trade and other receivables
Decrease in contract assets/ liabilities
(Decrease) in trade and other payables
Cash (used in)/generated from operations
Tax paid
Net cash (outflow)/ inflow from operating activities
Cash flows from investing activities
Investment in subsidiary
Capitalised internal development costs
Purchase of property, plant and equipment
Interest received
Net cash used in investing activities
Cash flows from financing activities
Share Issue
Share Issue costs
Sale of shares held in trust
Interest paid
Payments on property lease liabilities
Proceeds from borrowings
Repayments of borrowings
Net cash generated from/ (utilised in) financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of year
Notes
2020
$000
2019
$000
(16,571)
(20,963)
17
30
16
16
18
18
16
17
30
340
117
1,932
468
(39)
15,460
-
2,076
(5,527)
3,711
(2,139)
(172)
101
(13,442)
1,675
(1,176)
(13,014)
(2,171)
(15,185)
-
(803)
(191)
-
(994)
48,215
(2,123)
198
(633)
(86)
10,116
-
55,687
39,508
3,780
4,402
47,690
428
128
2,224
160
21,810
(11)
884
(5,334)
174
1,172
672
142
8,183
594
(1,258)
8,333
(602)
7,731
(99)
(1,523)
(178)
9
(1,791)
306
-
-
(743)
(146)
4,802
(9,728)
(5,509)
431
3,311
38
3,780
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements.
61
accesso Technology Group plc
Consolidated statement of changes in equity
for the financial year ended 31 December 2020
Share capital
$000
427
-
-
-
-
168
-
-
-
-
-
595
421
-
-
-
6
-
-
-
-
6
Balance at 1 January 2020
Comprehensive income for the year
(Loss) for period
Other comprehensive income
Exchange differences on
translating foreign
operations
Income tax credit on items
recorded in other
comprehensive income
Total comprehensive income
for the year
Issue of share capital
Share issue costs
Share-based payments
Equity-settled deferred
consideration
Share option tax charge -
deferred
Reduction of shares held in
trust
Total contributions by and
distributions by owners
Balance at 31 December
2020
Balance at 1 January 2019
Comprehensive income for the year
(Loss) for period
Other comprehensive income
Exchange differences on
translating foreign
operations
Total comprehensive income
for the year
Contributions by and distributions to owners
Issue of share capital
Share-based payments
Equity-settled deferred
consideration
Share option tax charge –
deferred
Share option tax charge –
current
Total contributions by and
distributions by owners
Balance at 31 December
2019
Share
premium
$000
Retained
earnings
$000
Merger relief
reserve
Own shares
held in trust
Translation
reserve
$000
$000
(665)
$000
(4,918)
107,403
11,331
19,641
-
(29,854)
-
-
-
-
48,047
(2,123)
-
-
-
(29,854)
-
1,129
(28,725)
-
-
1,398
150
50
(68)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
665
665
-
4,910
-
4,910
-
-
(74)
-
-
-
(74)
(82)
168
45,924
1,530
153,327
(15,864)
19,641
107,103
60,143
19,641
(665)
(5,529)
Total
$000
133,219
4,910
1,129
(23,815)
48,215
(2,123)
1,324
150
50
597
48,213
157,617
181,114
-
-
-
300
-
-
-
-
(50,596)
-
(50,596)
-
1,845
1,416
(1,584)
107
300
1,784
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(50,596)
611
611
-
-
-
-
-
-
611
(49,985)
306
1,845
1,416
(1,584)
107
2,090
427
107,403
11,331
19,641
(665)
(4,918)
133,219
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements
62
accesso Technology Group plc
Company statement of changes in equity
for the financial year ended 31 December 2020
Share
capital
$000
Share
premium
$000
Retained
earnings
$000
Merger
relief
reserve
$000
Translatio
n reserve
$000
Total
$000
Balance at 1 January 2020
427
107,403
28,684
19,641
(11,941)
144,214
Comprehensive income for the year
Loss for year
Other comprehensive income
Exchange differences
Reserve transfer of foreign
exchange on net investment in
subsidaires
Total comprehensive income for the
year
Issue of share capital
Share issue costs
Share-based payments
Equity-settled deferred consideration
Share option tax charge - deferred
Total contributions by and
distributions by owners
-
-
-
-
168
-
-
-
-
168
-
-
-
-
48,047
(2,123)
-
-
-
(16,571)
-
(2,724)
(19,295)
-
-
1,398
150
(32)
45,924
1,516
-
-
-
-
-
-
-
-
-
-
-
(16,571)
10,225
10,225
2,724
-
12,949
(6,346)
-
-
-
-
-
-
48,215
(2,123)
1,398
150
(32)
47,608
Balance at 31 December 2020
595
153,327
10,905
19,641
1,008
185,476
Balance at
1 January 2019
Comprehensive income for the year
Loss for year
Other comprehensive income
Exchange differences
Total comprehensive income for the
year
Contributions by and distributions by owners
Issue of share capital
Share-based payments
Equity-settled deferred consideration
Share option tax charge – current
Share option tax charge – deferred
Total contributions by and
distributions by owners
421
107,103
46,711
19,641
(15,314)
158,562
-
-
-
6
-
-
-
6
-
-
-
300
-
-
-
300
(20,963)
-
(20,963)
-
1,845
1,416
108
(433)
2,936
-
-
-
-
-
-
-
-
-
(20,963)
3,373
3,373
3,373
(17,590)
-
-
-
-
-
306
1,845
1,416
108
(433)
3,242
Balance at 31 December 2019
427
107,403
28,684
19,641
(11,941)
144,214
The accompanying notes on pages 64 to 108 form part of these consolidated financial statements.
63
accesso Technology Group plc
Notes to the consolidated financial statements
for the financial year ended 31 December 2020
1.
Reporting entity
accesso Technology Group plc is a public limited company incorporated in the United Kingdom, whose shares are publicly
traded on the AIM market. The company is domiciled in the United Kingdom and its registered address is Unit 5, The Pavilions,
Ruscombe Park, Twyford, Berkshire RG10 9NN. These consolidated financial statements comprise the company and its
subsidiaries (together referred to as the “Group”).
The Group's principal activities are the development and application of ticketing, mobile and eCommerce technologies,
licensing and operation of virtual queuing solutions and providing a personalised experience to customers within the
attractions and leisure industry. The eCommerce technologies are generally licensed to operators of venues, enabling the
online sale of tickets, guest management, and point-of-sale (“POS”) transactions. The virtual queuing solutions and
personalised experience platforms are installed by the Group at a venue, and managed and operated by the Group directly
or licensed to the operator for their operation.
2.
Basis of accounting
The consolidated Group and Parent company financial statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006. They were authorised for issue by
the Company’s board of directors on 23 March 2021.
The consolidated financial statements have been prepared on the historical cost basis except for contingent consideration,
acquired intangible assets arising on business combinations and derivative financial instruments, which are measured at
fair value.
Details of the Group’s accounting policies are included in Notes 3 and 4.
3.
Changes to significant accounting policies
Other new standards and improvements
A number of new standards are also effective or available for early adoption from 1 January 2020 but they do not have a
material effect on the Group’s financial statements.
•
•
•
•
•
Amendments to References to Conceptual Framework in IFRS Standards
Definition of a Business (Amendments to IFRS 3
Definition of Material (Amendments to IAS 1 and IAS8)
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
COVID-19-Related Rent Concessions (Amendment to IFRS 16)
New standards and interpretations not yet adopted
A number of new standards, amendments to standards, and interpretations are either not effective for 2020 or not relevant
to the group, and therefore have not been applied in preparing these accounts.
64
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Accounting policies (continued)
4.
Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have
been consistently applied to all the periods presented.
Basis of consolidation
The consolidated financial statements incorporate the results of accesso Technology Group plc and all of its subsidiary
undertakings as at 31 December 2020 using the acquisition method. Subsidiaries are all entities over which the Group has
the ability to affect the returns of the entity and has the rights to variable returns from its involvement with the entity. The
results of subsidiary undertakings are included from the date of acquisition.
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the
aggregate of the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree. Any costs directly attributable to the business combination are
written off to the Group income statement in the period incurred. The acquiree’s identifiable assets, liabilities, and
contingent liabilities that meet the conditions under IFRS 3 are recognised at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the
business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities, and contingent
liabilities recognised.
Disclosure and details of the subsidiaries are provided in Note 18.
Investments, including the shares in subsidiary companies held as fixed assets, are stated at cost less any provision for
impairment in value. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used in line with those used by the Group.
Lo-Q (Trustees) Limited, a subsidiary company that holds an employee benefit trust on behalf of accesso Technology Group
plc, is under control of the Board of directors and hence has been consolidated into the Group results.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for
the following reasons.
Following the impact of COVID-19 and the subsequent decrease in revenues, accesso Technology Group plc (the Group), took
several steps to preserve the cash position of the Group including raising additional cash of $46.1m through a placing and
open offer, obtaining additional loan facilities of £8m until 31 August 2021 ($10.4m) and reducing underlying administrative
expenses by $1.4m a month for the year.
Subsequent to year end the Group has signed a new banking agreement with Investec Bank PLC and settled in full the facility
with Lloyds Bank PLC. This agreement gives a facility of £18m through to March 2024 and the covenants in the first 2 years
are minimum revenue and minimum liquidity only. Minimum revenue covenants are tested quarterly on a 12-month basis
ending on each test date at $50m for June 2021, September 2021 and December 2021; $55m for March 2022, June 2022 and
September 2022; and $60m for December 2022. Minimum liquidity is £10.7m of freely available cash to be tested for four
consecutive quarters starting on June 2021. As at 19 March 2021 the Group has cash of $28.6m and available facilities of
£18m subject to Investec Bank PLC securing charges over our US subsidiaries.
The Directors have prepared cash flow forecasts for the Group for a period of 24 months from the date of these financial
statements, which indicate that, taking account of severe but plausible downsides and the anticipated impact of COVID-19,
the Group will have sufficient funds to meet the liabilities of the Group as they fall due for that period.
The base case assumes that there is a steady re-opening of attractions and that Group revenue and EBITDA gradually
increases through 2021 although are still below the levels seen in 2019. Within the base case there are contingencies to allow
for a shortfall to the expected level of performance. Under this scenario, the Group has sufficient liquidity and adequate
headroom within its existing cash reserves and facilities and complies with all covenants throughout the review period.
65
accesso Technology Group plc
Report of the directors
for the financial year ended 31 December 2020 (continued)
Going concern (continued)
The severe but plausible downside case assumes that the impact of COVID-19 lasts for longer with a lower and slower opening
of attractions with FY21 revenues being in line with those achieved in FY20. It also assumes that steps would be taken to
protect the Group’s financial position by taking actions which are in the Group’s control such as deferring capital expenditure,
significantly reducing areas of expenditure such as use of subcontractors and travel and accommodation costs but assumes
no government support in terms of furlough or delays in tax payments. Under this scenario, the Group would also have
sufficient liquidity and adequate headroom within its existing cash reserves and facilities and complies with all covenants
throughout the review period.
Consequently, the Directors are confident that the company will have sufficient funds to continue to meet its liabilities as
they fall due for the period of assessment to 31 December 2022 and therefore have prepared the financial statements on a
going concern basis.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the rates
ruling when the transactions occur.
Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are
translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that
are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
Foreign operations
The assets and liabilities of foreign operations, including goodwill, are translated into USD at the exchange rates at the
reporting date. The income and expenses of foreign operations are translated into USD at the rates ruling when the
transactions occur, or appropriate averages.
Foreign currency differences on translating the opening net assets at an opening rate and the results of operations at actual
rates are recognised in other comprehensive income and accumulated in the translation reserve. Retranslation differences
recognised in other comprehensive income will be reclassified to profit or loss in the event of a disposal of the business, or
the Group no longer has control or significant influence.
Revenue from contracts with customers
IFRS 15 provides a single, principles based five step model to be applied to all sales contracts as outlined below. It is based
on the transfer of control of goods and services to customers and replaces the separate models for goods and services.
Identify the contract(s) with a customer
Identify the performance obligations in the contract
1.
2.
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue
can be measured reliably. The following table provides information about the nature and timing of the satisfaction of
performance obligations in contracts with customers, including significant payment terms, and the related revenue
recognition policies.
66
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Accounting policies (continued)
Revenue from contracts with customers (continued)
Type of
product/service
/ Segment
a. Point-of-sale
(POS) licences
support
and
revenue
-
Ticketing and
distribution
b. Software
licences and
related
the
maintenance
support
and
revenue
-
Ticketing and
distribution
and
Experience
Guest
Nature of the performance obligations and
significant payment terms
Accounting policy
Customers obtain control of the POS licence once
it is installed on their hardware for terms between
one and three years. They have access to ongoing
support which is typically for a twelve-month
period, this support is not necessary for the
functionality of the licence, support revenue is
therefore a distinct performance obligation from
the licence performance obligation.
IFRS 15 considers these licences to be recognised at a point
in time which is determined to be when the customer has
been provided the software. These licences provide the
customer with the right of use of the POS software as it
exists, it is at the customers discretion to accept any updates
to the software, it is fully functional from the date it is
provided to the customer and considered a distinct
performance obligation.
With agreements longer than one year, invoices
are generated either quarterly or annually,
usually payable within thirty days.
Although payments are made over the term of the
agreement, the agreement is binding for the
negotiated term. The total transaction price is
payable over the term of the agreement via the
annual or quarterly instalments.
Certain software licences are installed on a
customer’s hardware in a fully functional state
together with support and maintenance for a
twelve-month term. The software licence does
not require the maintenance and support to
operate, providing the customer with control of
licence for a twelve-month term and
the
representing a separate performance obligation.
Contract terms are typically either three years or
perpetual whereby on each anniversary of the
contract the customer is required to pay the
annual support and maintenance to be granted
the annual software licence at a 100% discount
from the selling price. This option to renew is
considered a material right under IFRS 15 and
represents a separate performance obligation.
Support revenue is carved out of the total consideration
using an estimate that best reflects its stand-alone selling
price and is continued to be recognised rateably out of
contract liabilities as the customer receives the benefit of
the support.
IFRS 15 considers right of use licences to be recognised at a
point in time which is determined to be when the customer
has been provided with a functional software licence.
The maintenance and support revenue is determined using
an estimate that best reflects its stand-alone selling price
and is continued to be recognised rateably as the customer
receives the benefit of the maintenance and support.
The option to renew each year’s licence at a full discount by
paying the annual maintenance and support is deferred and
recognised at a future point in time when the customer
renews. The amount that is deferred is dependent on the
term of the contract. For example: on the inception of a
three-year contract, two thirds of the
fee
consideration would be deferred and released equally on
the first and second anniversary when the customer renews
their maintenance and support. Perpetual licences are
recognised in the same manner, with the exception being
that the contract term is estimated to be five years. As such,
the renewal discounts are deferred and spread over the
remaining four years at each point the customer renews
their maintenance and support.
licence
67
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Accounting policies (continued)
Revenue from contracts with customers (continued)
Type of
product/service
Nature of the performance obligations and
significant payment terms
Accounting policy
IFRS 15 focuses on control of the goods or services.
Management have determined that the Group is acting as
the agent in all queuing contracts as it is the attractions who
bring the guest to the parks, control hours of operation and
have influence over many aspects of the service we supply.
accesso therefore only recognises its portion of the sale as
revenue, rather than the full amount of the guest payment.
Ticketing and eCommerce revenue is recognised at the time
the ticket is sold or the transaction takes place.
Bespoke professional services work is recognised over time
where the Group has enforceable rights to revenue in the
event of cancellation.
The group recognise revenue over time using the input
method (hours/total budgeted hours) when this method
best depicts the group’s performance of transferring
control.
For certain customers the output method is adopted where
the group’s right to consideration corresponds directly with
the completed monthly performance obligation, revenue
for these customers is recognised in line with the amount of
revenue the group is entitled to invoice.
This revenue is recognised at the point the customer obtains
control of the hardware which is considered to be the point
of delivery when legal title passes.
Revenue is billed monthly and recognised over-time as the
performance obligations of hosting and supporting the
secure platforms are provided to the venues.
c. Virtual
queuing
system
Guest
Experience
-
Virtual queuing systems are installed at a client’s
location, and revenue is recognised when the
park guest uses the service. The Group’s
performance obligation is either to provide a
licence to and maintain a system in the park or
operate the system within the park.
d. Ticketing and
eCommerce
revenue
–
Ticketing and
distribution
e. Professional
services
-
Ticketing and
distribution
and
Experience
Guest
f. Hardware
sales
-
Ticketing and
distribution
and
Experience
Guest
g. Platform fees
Revenue is recognised at the time the ticket is
sold or the transaction takes place. Invoices are
issued monthly and generally payable within
thirty days.
is
services
revenue
Professional
typically
providing customised software development and
in general is agreed with the customer and billed
at each month end. Certain contracts span longer
time periods whereby the Group carry out
customisation and deliver software releases to
customers at predetermined milestones.
On certain contracts, customers request that the
group procure hardware on their behalf which the
group has determined
to be a distinct
performance obligation.
relationship management,
Cloud-based experience management platform
systems are used by certain venues to provide
customer
guest
personalisation, payment and ordering services,
push notifications, scheduling, offers, location-
based services, consumer facing screens and
many other services to end users at attractions.
These secure platforms are provided to venues
together with support under annual contracts.
68
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Contract assets and contract liabilities (continued)
Contract assets represent licence fees which have been recognised at a point in time but where the consideration is
contractually payable over time, professional service revenue whereby control has been passed to the customer and
deferred contract commissions incurred in obtaining a contract which are recognised in line with the recognition of the
revenue. Contract assets for point in time licence fees and unbilled professional service revenue represent financial assets
and are considered for impairment on an expected credit loss model, these assets have historically had immaterial levels of
bad debt and are with credit worthy customers, and consequently the group has not recognised any impairment provision
against them.
Contract liabilities represent discounted renewal options on licence arrangements whereby a customer has the right to
renew their licence at a full discount subject to the payment of annual support and or maintenance fees on each anniversary
of the contract. Contract liabilities are recognised as income when a customer exercises their renewal right on each
anniversary of the contract and pays their annual maintenance and support. In the situation of a customer terminating their
contract all unexercised deferred renewal rights would be recognised as income, representing a lapse of the renewal right
options. The licence fees related to these contract liabilities are non-refundable.
Where these assets or liabilities mature in periods beyond 12 months of the balance sheet date they are recognised within
non-current assets or non-current liabilities as appropriate.
Interest expense recognition
Expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the financial
liability.
Employee benefits
Share-based payment arrangements
The Group issues equity-settled share-based payments to full-time employees. Equity-settled share-based payments are
measured at the fair value at the date of grant, with the expense recognised over the vesting period, with a corresponding
increase in equity. The amount recognised as an expense is adjusted to reflect the Group's estimate of shares that will
eventually vest, such that the amount recognised is based on the number of awards that meet the service and non-market
performance conditions at the vesting date.
The fair value of 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 where they have been set. Market vesting conditions are factored
into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective
of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market
vesting condition or where a non-vesting condition is not satisfied.
Pension costs
Contributions to the Group's defined contribution pension schemes are charged to the Consolidated statement of
comprehensive income in the period in which they become due.
69
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Significant accounting policies (continued)
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation
and impairment losses.
Depreciation is charged so as to write off the cost of assets, less residual value, over their estimated useful lives, using the
straight-line method, on the following bases:
Plant, machinery, and office equipment
20 - 33.3%
Installed systems
25 - 33.3%, or life of contract
Furniture and fixtures
20%
Leasehold Improvements
Shorter of useful life of the asset or time remaining within the lease contract
Inventories
The Group’s inventories consist of parts used in the manufacture and maintenance of its virtual queuing product, along with
peripheral items that enable the product to function within a park.
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-
moving items. Inventories are calculated on a first in, first out basis.
Park installations are valued on the basis of the cost of inventory items and labour plus attributable overheads. Net realisable
value is based on estimated selling price less additional costs to completion and disposal.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Consolidated and
Company statements of financial position differs from its tax base, except for differences arising on:
•
•
•
the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal
of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•
•
the same taxable Group company; or
different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
assets or liabilities are expected to be settled or recovered.
70
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Significant accounting policies (continued)
Current income tax
The tax expense or benefit for the period comprises current and deferred tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the
tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities. See note 13 for further discussion on provisions related to tax positions.
Goodwill
Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities is recognised in the Consolidated Statement of Financial Position as goodwill and is not
amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being
reviewed for impairment at an operating segment level before aggregation, at least annually and whenever events or
changes in circumstances indicate that the carrying value may be impaired.
Where the recoverable amount of the cash-generating unit is less than its carrying amount including goodwill, an impairment
loss is recognised in the Consolidated Statement of Profit or Loss.
Externally acquired intangible assets
Intangible assets are capitalised at cost and amortised to nil by equal instalments over their estimated useful economic life.
Intangible assets are recognised on business combinations if they are separable from the acquired entity. The amounts
ascribed to such intangibles are arrived at by using appropriate valuation techniques. The significant intangibles recognised
by the Group and their useful economic lives are as follows:
•
•
•
•
Trademarks over 10 years
Patents over 20 years
Customer relationships and supplier contracts over 1 to 15 years
Acquired internally developed technology over 5 to 7 years
Internally generated intangible assets and research and development
Expenditure on internally developed products is capitalised if it can be demonstrated that it is substantially enhancing an
asset and:
•
•
•
•
•
•
It is technically feasible to develop the product for it to be sold;
Adequate resources are available to complete the development;
There is an intention to complete and sell the product;
The Group is able to sell the product;
Sale of the product will generate future economic benefits; and
Expenditure on the project can be measured reliably.
In accordance with IAS 38 'Intangible Assets', expenditure incurred on research and development is distinguished as either
related to a research phase or to a development phase. Development expenditure not satisfying the above criteria and
expenditure on the research phase of internal projects is recognised in the Consolidated income statement as incurred.
Development expenditure is capitalised and amortised within administrative expenses on a straight-line basis over its useful
economic life between 3 - 5 years from the date the intangible asset goes into use. The amortisation expense is included
within administrative expenses in the Consolidated income statement.
All advanced research phase expenditure is charged to the income statement. For development expenditure, this is
capitalised as an internally generated intangible asset, only if it meets the criteria noted above. The Group has contractual
commitments for development costs of $nil (2019: $nil).
71
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Significant accounting policies (continued)
Acquired intellectual property rights and patents
Intellectual property rights comprise assets acquired, being external costs, relating to know how, patents, and licences.
These assets have been capitalised at the fair value of the assets acquired and are amortised within administrative expenses
on a straight-line basis over their estimated useful economic life of 5 to 7 years.
Fair value of contingent consideration
Contingent consideration payable in cash in connection with acquisitions is measured at its fair value as of the reporting date
and classified as a financial liability with subsequent re-measurement through profit and loss.
Equity settled contingent consideration that results in either a fixed number of equity instruments or no issue of equity
where the employment condition is not met is treated as equity settled. Equity settled contingent consideration is fair valued
at the acquisition date, it is not re-measured at each reporting date and its subsequent settlement is accounted for within
equity.
Where cash or equity consideration is contingent on the continued employment of the sellers the fair value of the expense
is recognised as a remuneration expense in the statement of comprehensive income over the deferral period, where the
employment condition does not apply and the consideration is in respect of a business combination it is included within cost
of investment.
Financial assets
The Group classifies all its financial assets into one of the following categories, depending on the purpose for which the asset
was acquired. The Group's accounting policy for each category is as follows:
•
•
Trade and loan receivables: Trade receivables are initially recognised by the Group and carried at original invoice
amount less an allowance for any uncollectible or impaired amounts. An estimate for doubtful debts is made when
collection of the full amount is no longer probable. Debts are written off when they are identified as being
uncollectible. Contract assets and other receivables are recognised at fair value. Loan receivables are non-derivative
financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (trade receivables), but also incorporate other types of
contractual monetary asset. Impairment of a financial asset is recognised if there is objective evidence that the balance
will not be recovered.
Cash and cash equivalents in the statement of financial position comprise cash at bank, cash in hand and short-term
deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a component of cash and cash equivalents for the
purposes of the consolidated statement of cash flow.
Financial liabilities
The Group treats its financial liabilities in accordance with the following accounting policies:
•
•
•
Trade payables and other short-term monetary liabilities are recognised at fair value and subsequently at amortised
cost.
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. For loan modifications the Group assesses if the loan can be prepaid without
significant penalty and if so no gain or loss is recognised in the income statement at the date of the modification.
Derivative financial liability – forward foreign currency contracts that are out-of-money derivatives using period end
exchange rates, relative to the forward point exchange rate entered into by the Group on inception of the agreement,
are held as derivative financial liabilities. These level one financial instruments are carried in the statement of financial
position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income in
the finance expense line. Variation margin paid to the counter party on these forward contracts has been offset against
the derivative financial liability in the Statement of Financial Position.
72
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Significant accounting policies (continued)
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. Within the company balance sheet the EBT is accounted as an investment held at cost
less accumulated impairment. 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.
Government grants
The Group received government support for payroll costs throughout the year including the UK Coronavirus Job Retention
Scheme and equivalent schemes in Australia and Germany. Grants that compensate the Group for expenses incurred are
recognised in profit or loss as other income on a systematic basis in the periods in which the expenses are recognised, unless
the conditions for receiving the grant are met after the related expenses have been recognised. In this case, the grant is
recognised when it becomes receivable. Refer to note 10 for government support received in the year ended 31 December
2020.
IFRS 16 Leases
The Group assesses whether a contract is or contains a lease, under IFRS 16, a contract is, or contains, a lease if the contract
conveys a right to control the use of an identified asset for a period of time in exchange for consideration. On transition to
IFRS 16 on 1 January 2019, for these leases, lease liabilities were measured at the present value of the remaining lease
payments, discounted at the Group’s incremental borrowing rate as at 1 January 2019. The Group elected to measure right-
of-use assets at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
As a lessee
The Group leases commercial office space. The Group has elected not to recognise right of use assets and lease liabilities for
some leases of low value. The Group recognises the lease payments associated with these leases as an expense on a straight-
line basis over the lease term.
The Group recognises a right of use asset and lease liability at the lease commencement date. The right of use asset is initially
measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for
certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounting using the Group's incremental borrowing rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made.
It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the
estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the
assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is
reasonably certain not to be exercised.
The Group has applied judgement to determine the lease term for some lease contracts that include renewal options. The
assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly
affects the amount of lease liabilities and right of use assets recognised.
In adopting IFRS 16 on 1 January 2019 the Group took advantage of the practical expedients that were applicable. These
included:
·
·
·
·
Applying a single discount rate to portfolio of leases with similar characteristics.
The Group has also relied on its previous assessment of whether leases are onerous or not immediately before
initial application.
Leases with a term ending within 12 months of 1 January 2020 were classified as short-term leases and expensed
through the administrative expenses.
Initial direct costs have been excluded from the measurement of the right of use asset at the date of application
For further details on the group’s leases see note 30.
73
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
5.
Functional and presentation currency
The presentation currency of the Group is US dollars (USD) in round thousands. Items included in the financial statements of
each of the Group’s entities are measured in the functional currency of each entity. The Group used the local currency as the
functional currency including the parent company, where the functional currency is sterling. The Group’s choice of
presentation currency reflects its significant dealings in that currency.
6.
Critical judgments and key sources of estimation uncertainty
In preparing these consolidated financial statements, the Group makes judgements, estimates and assumptions concerning
the future that impact the application of policies and reported amounts of assets, liabilities, income and expenses.
The resulting accounting estimates calculated using these judgements and assumptions are based on historical experience
and expectations of future events and may not equal the actual results. Estimates and underlying assumptions are reviewed
on an ongoing basis, and revisions to estimates are recognised prospectively.
The judgements and key sources of assumptions and estimation uncertainty that have a significant effect on the amounts
recognised in the financial statements are discussed below.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts
recognised in these consolidated financial statements are below:
Capitalised development costs
The Group capitalises development costs in line with IAS 38 Intangible Assets. Management applies judgement in
determining if the costs meet the criteria and are therefore eligible for capitalisation at the outset of a project, $0.46m has
been capitalised on new projects during 2020. Significant judgements include the determination that assets have been
substantially enhanced, the technical feasibility of the development, recoverability of the costs incurred, and economic
viability of the product and potential market available considering its current and future customers. See internally generated
intangible assets and research and development within note 4 for details on the Group’s capitalisation and amortisation
policies, and Intangible Assets, note 16, for the carrying value of capitalised development costs.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments
in the following year are:
Goodwill, intangible and investment asset testing
The key assumptions used in the testing of goodwill allocated to operating segments and intangible assets allocated to cash
generated units are set out in detail along with sensitivity analysis in note 16.
The investment impairment testing is calculated on a value in use basis and uses the key assumptions relevant to its
investments set out in note 16.
Useful economic lives of capitalised development costs
The group amortise its capitalised development costs over 3 - 5 years as this has been deemed by management to be the
best reflection of the lifecycle of their technology. If this useful economic life estimate were to be 4 or 6 years the impact on
the current year amortisation would be $1,738k higher and $1,015k lower respectively. Management will review this
estimate each year to ensure it is reflective of the technologies being developed.
74
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Financial risk management (continued)
7.
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 20 and
21, the Group’s financial instruments comprise cash, borrowings, and finance leases. 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 2020
Group
Financial liabilities
Finance leases
Derivative financial liabilities
Bank loan
Total
Company
Financial liabilities
Finance leases
Derivative financial liabilities
Bank loan
Total
31 December 2019
Group
Financial liabilities
Finance leases
Bank loan
Total
Company
Financial liabilities
Financial leases
Bank loan
Total
Less than 6
months
Between 6
months and 1
year
Between 1 and
5 years
Note
$000
$000
$000
Over 5
Years
$000
21
30
23
22
21
30
23
22
9,606
813
768
-
11,187
10,736
88
768
-
11,592
Less than 6
months
Note
$000
21
30
22
21
30
22
18,412
846
-
19,258
10,786
75
-
10,861
75
-
643
-
-
643
-
66
-
-
66
Between 6
months and 1
year
$000
1,120
841
-
1,961
-
81
-
81
4,237
-
26,808
31,045
-
662
-
26,808
27,470
Between 1 and
5 years
$000
1,626
5,271
15,979
22,876
-
693
15,979
16,672
-
-
-
-
-
-
-
-
-
Over 5
Years
$000
-
460
-
460
-
130
-
130
Total
$000
9,606
5,693
768
26,808
42,875
10,736
816
768
26,808
39,128
Total
$000
21,158
7,418
15,979
44,555
10,786
979
15,979
27,744
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Financial risk management (continued)
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 risk 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 2020
Group
Financial assets – trade
and other receivables
Financial assets –
contract assets
Cash
Total
Bank loan
Total
Company
Financial assets -
Intercompany loan
Financial assets – trade
and other receivables
Financial assets –
contract assets
Cash
Total
Bank loan
Total
31 December 2019
Group
Financial assets – trade
and other receivables
Financial assets –
contract assets
Cash
Total
Bank loan
Total
Company
Financial assets -
Intercompany loan
Financial assets – trade
and other receivables
Financial assets –
contract assets
Cash
Total
Bank loan
Total
Fixed
rate
$000
Note
Floating
rate
$000
Non-interest
bearing
$000
Total assets
$000
Total
liabilities
$000
20
9
22
20
20
9
22
Note
20
9
22
20
20
9
22
-
-
-
-
-
97,161
-
-
-
97,161
-
-
Fixed
rate
$000
-
-
-
-
-
82,950
-
-
82,950
-
-
-
-
13,579
13,579
26,808
26,808
-
-
-
13,579
13,579
26,808
26,808
Floating
rate
$000
-
2,714
2,714
15,979
15,979
-
-
-
-
-
15,979
15,979
76
13,741
4,145
42,776
60,662
-
-
8,473
1,577
2,731
34,111
46,892
-
-
13,741
4,145
56,355
74,241
-
-
105,634
1,577
2,731
47,690
157,632
-
-
Non-interest
bearing
$000
Total assets
$000
21,293
9,580
13,491
44,364
-
-
-
6,119
4,391
3,780
14,290
-
-
21,293
9,580
16,205
47,078
-
-
82,950
6,119
4,391
3,780
97,240
-
-
-
-
-
-
26,808
26,808
-
-
-
-
-
26,808
26,808
Total
liabilities
$000
-
-
-
15,979
15,979
-
-
-
-
15,979
15,979
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Financial risk management (continued)
Credit risk exposure
Credit risk predominantly arises from trade receivables, contract assets, 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
customer’s financial position, their reputation in the industry, and past trading experience. As a result, the Group’s exposure
to bad debts is generally 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.
Financial assets – intercompany loan
Financial assets – trade and other
receivables
Financial assets – contract assets
Cash
Estimated irrecoverable amounts
Note
20
20
9
29
Group
Company
2020
$000
-
14,221
4,512
56,355
(480)
74,608
2019
$000
2020
$000
2019
$000
-
107,859
84,564
21,293
9,580
16,205
(218)
46,860
1,583
2,731
47,690
(2,232)
157,631
6,497
4,391
3,780
(1,992)
97,240
The maximum exposure is the carrying amount as disclosed in trade and other receivables. The average credit period taken
by customers is 54 days (2019: 56 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.
No expected credit losses have been recognised on contract assets as these are not considered material.
The following table provides an analysis of trade and other receivables that were past due at 31 December 2020 and 31
December 2019, but against which no provision has been made. The Group believes that the balances are ultimately
recoverable based on a review of past payment history and the current financial status of the customers.
Up to 3 months
3 to 6 months
Capital risk management
Group
Company
2020
$000
4,577
551
5,128
2019
$000
3,546
156
3,702
2020
$000
322
10
332
2019
$000
529
-
529
The Group considers its capital to comprise its ordinary share capital, share premium, own shares held in trust, 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 22. 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.
77
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Financial risk management (continued)
Foreign currency exposure
The Group primarily has operations or customers in the UK, USA, Canada, 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, 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, Group companies
held monetary assets in currencies other than their local currency and reside in accesso Technology Group plc company only.
Balances at 31 December 2020 are (in ’000s):
$7,569 (2019: $129) denominated in US dollars
AUD $nil (2019: AUD$9) denominated in Australian dollars
€324 (2019: €320) denominated in euros
Kr381 (2019: Kr1,113) denominated in Danish krone
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 downside 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 = 1.2837USD (2019: 1GBP = 1.2773USD). In light of the volatility in sterling to USD observed throughout 2020, the
directors have assessed the potential impact on the Group’s profitability. If sterling had been an average of 5% stronger than
the dollar through the year, then it would have increased Group loss before tax by $765,002 – 2.31% (2019, decreased the
Group loss before tax - $380,898 - 0.66%). If sterling had been an average of 5% weaker than the dollar through the year
then it would have decreased Group loss before tax by $728,568 – 2.20% (2019, increased the Group loss before tax -
$283,491 – 0.49%).
Fair Value Measurement
The Group does not have any level 2 or 3 financial assets or liabilities that have unobservable inputs that require disclosure.
8.
Business and geographical segments
Segmental analysis
The Group’s operating segments under IFRS have been determined with reference to the financial information presented to
the Board of directors. The Board of the Group is considered the Chief Operating Decision Maker (“CODM”) as defined within
IFRS 8, as it sets the strategic goals for the Group and monitors its operational performance against this strategy.
The Group’s Ticketing and Distribution operating segment comprises the following products:
o
o
o
o
accesso Passport ticketing suite using our hosted proprietary technology offering to maximise up selling,
cross selling and selling greater volumes.
accesso Siriusware software solutions providing modules in ticketing & admissions, memberships,
reservations, resource scheduling, retail, food service, gift cards, kiosks and eCommerce.
The accesso ShoWare ticketing solution for box office, online, kiosk, mobile, call centre and social media
sales.
Ingresso operate a consolidated distribution platform which connects venues and distributors, opening
up a larger global channel for clients to sell their event, theatre and attraction tickets.
The Group’s virtual queuing solution (accesso LoQueue) and experience management platform (The Experience Engine ‘TE2’)
are headed by segment managers who discuss the operating activities, financial results, forecasts and plans of their
respective segments with the CODM. These two distinct operating segments share similar economic characteristics,
customers and markets; the products are heavily bespoke, technology and software intensive in their delivery and are
directly targeted at improving a guest’s experience of an attraction or entertainment venue, whilst providing cross-selling
opportunities and increased revenues to the venues. Management therefore conclude that they meet the aggregation
criteria.
78
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Business and geographical segments (continued)
The Group’s Guest Experience operating segment comprises the following aggregated segments:
o
o
accesso LoQueue providing leading edge virtual queuing solutions to take customers out of line, improve
guest experience and increase revenue for theme parks
The Experience Engine (“TE2”) experience management platform which delivers personalised real time
immersive customer experiences at the right time elevating the guest’s experience and loyalty to the
brand
The Group’s assets and liabilities are reviewed on a group basis and therefore segmental information is not provided for the
statements of financial position of the segments.
The CODM monitors the results of the operating segments prior to charges for interest, depreciation, tax, amortisation and
non-recurring items but after the deduction of capitalised development costs. The Group has a significant amount of central
unallocated costs which are not segment specific. These costs have therefore been excluded from segment profitability and
presented as a separate line below segment profit.
The following is an analysis of the Group’s revenue and results from the continuing operations by reportable segment which
represents revenue generated from external customers.
2019
$000
79,334
37,848
117,182
Group
$000
(11,450)
2,969
(14,664)
(461)
(150)
(2,573)
(2,627)
(1,398)
10
(2,518)
(32,862)
Ticketing and Distribution
Guest Experience
Total revenue
Year ended 31 December 2020
2020
$000
37,966
18,128
56,094
Ticketing and
Distribution
Guest
Experience
$000
$000
Central
unallocated
costs
$000
Cash EBITDA (*)
5,578
(738)
(16,290)
Capitalised development spend
Depreciation and amortisation (excluding acquired
intangibles)
Aborted sale process costs
Deferred and contingent payments
Amortisation related to acquired intangibles
Impairment related to development intangibles
Share-based payments
Finance income
Finance expense
Loss before tax
79
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Business and geographical segments (continued)
Year ended 31 December 2019
Ticketing and
Distribution
Guest
Experience
$000
$000
Central
unallocated
costs
$000
Group
$000
Cash EBITDA (*)
22,176
7,343
(22,378)
7,141
Capitalised development spend
Depreciation and amortisation (excluding acquired
intangibles)
Aborted sale process costs
Deferred and contingent payments (See note 10)
Amortisation related to acquired intangibles
Impairment related to TE2
Share-based payments
Finance income
Finance expense
Loss before tax
21,064
(16,014)
(305)
(1,416)
(11,286)
(53,617)
(1,845)
21
(1,324)
(57,581)
(*) Cash EBITDA is calculated as operating profit before the deduction of amortisation, impairment of intangible assets,
depreciation, acquisition costs, deferred and contingent payments, and costs related to share-based payments but after
capitalised development costs
The segments will be assessed as the Group develops and continues to make acquisitions.
An analysis of the Group’s external revenues and non-current assets (excluding deferred tax and contract assets) by
geographical location are detailed below:
UK
Other Europe
Australia/South Pacific/Asia
USA and Canada
Central and South America
Revenue
Non-current assets
2020
$000
5,228
1,826
2,413
45,753
874
56,094
2019
$000
27,547
4,044
3,710
78,655
3,226
117,182
2020
$000
26,866
10
255
108,714
263
136,108
2019
$000
29,346
7
221
121,915
447
151,936
Revenue generated in each of the geographical locations is generally in the local currency of the venue or operator based in
that location.
Major customers
The Group has entered into agreements with theme parks, theme park groups, and attractions to operate its technology in
single or multiple theme parks or attractions within the theme park group.
There are two park and attraction operators with which the Group has contractual relationships with combined segmental
revenues in excess of 10% of the total group revenue. The first park operator accounted for $5.4m (2019: $7.3m) Ticketing
and Distribution revenue, the customers of this operator accounted for $5.4m (2019: $16.4m) Guest Experience revenue.
The second park and attractions operator accounted for $5.0m (2019: $9.5m) Ticketing and Distribution revenue, the
customers of this operator accounted for $0.9m (2019: $4.1m) Guest Experience revenue.
Another customer within the Guest Experience segment accounted for $7.0m of group revenue in 2020 (2019: $9.6m).
80
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
9.
Revenue
Revenue primarily arises from the operation and licensing of virtual queuing solutions, the development and application of
eCommerce ticketing, professional services, and licence sales in relation to point-of-sale and guest management software
and related hardware. All revenue of the group is from contracts with customers.
Disaggregated revenue
The Group has disaggregated revenue into various categories in the following table which is intended to depict the nature,
amount, timing and uncertainty of revenue recognition and to enable users to understand the relationship with revenue
segment information provided in note 8.
Year ended 31 December 2020
Ticketing and
Distribution
$000
Guest
Experience
$000
4,380
1,177
1,663
30,014
732
37,966
2,322
7,711
-
-
23,840
1,845
1,250
998
37,966
848
649
750
15,739
142
18,128
-
-
2,263
7,407
43
8,109
243
63
18,128
Group
$000
5,228
1,826
2,413
45,753
874
56,094
2,322
7,711
2,263
7,407
23,883
9,954
1,493
1,061
56,094
Year ended 31 December 2019
Ticketing
and
Distribution
$000
Experience
Guest
Group
$000
25,500
1,859
2,942
45,987
3,046
79,334
3,496
8,742
-
60,909
2,928
2,491
768
79,334
2,322
-
2,322
3,496
26,088
7,755
33,843
63,400
25,844
9,556
10,373
19,929
12,438
12,004
37,966
18,128
56,094
79,334
37,848
1,412
-
1,412
1,840
-
2,047
2,185
768
32,668
180
37,848
1,149
24,687
11,859
145
37,848
-
-
-
8
-
Primary geographic markets
UK
Other Europe
Australia/South Pacific/Asia
USA and Canada
Central and South America
Product type
Licence fees
Support and maintenance
Platform fees
Virtual queuing
Ticketing and eCommerce
Professional services
Hardware
Other
Timing of transfer of goods and services
Point in time licence fees
Point in time virtual
queuing/ticketing/hardware/other
Over time maintenance, support, platform fees and
professional services
Revenue included within point in time licence fees
above related to the exercise or lapse of renewal
rights
81
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Revenue (continued)
Contract balances
The following tables provide information about receivables and contract assets arising from contracts with customers.
Group
Company
Non current
Current
$000
3,654
1,109
$000
5,926
3,404
Total
$000
9,580
4,513
Non current
Current
$000
2,904
675
$000
1,487
2,056
Total
$000
4,391
2,731
At 31 December 2019
At 31 December 2020
Breakdown of Contract assets at 31 December 2020
Unbilled and accrued income
Contract commissions
Capitalised contract costs
Breakdown of Contract assets at 31 December 2019
Unbilled and accrued income
Contract commissions
Capitalised contract costs
Group
$000
4,145
354
14
4,513
Group
$000
9,185
375
20
9,580
Company
$000
2,731
-
-
2,731
Company
$000
4,391
-
-
4,391
The contract assets primarily relate to the Group’s rights to consideration for licence fees or professional services recognised
but not billed. The contract assets are transferred to receivables when the rights become unconditional. This occurs when
the Group issues an invoice to the customer in line with the contractually agreed terms. The Group also capitalises
commissions paid in connection with obtaining a contract and recognises the expense over the term of the agreement,
testing for impairment annually.
Contract assets have reduced by $5.1m during 2020 which is primarily a result of a $5.0m reduced in unbilled and accrued
income which relates to the unwinding of the licence revenue assets.
The following tables provide information about contract liabilities arising from contracts with customers.
Group
Company
Non current
$000
Current
$000
1,823
1,303
7,299
7,525
Total
$000
9,122
8,828
Non current
$000
Current
$000
471
184
316
441
Total
$000
787
625
At 31 December 2019
At 31 December 2020
Transfers of contract liabilities to revenue during the period were $9.5m Group, Company $337k (2019 - $10.3m Group,
Company $332k).
The contract liabilities primarily relate to material rights customers of the Group’s guest management software receive at
the time contract is signed, which allows them to renew at a discount in subsequent years. The revenue is recognised when
the customer renews over the term of the contract or 5 years for contracts that do not have a term. The balance also consists
of support services to be provided for POS licences and guest management software, and the revenue for the support is
recognised over the terms of the agreements.
82
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Revenue (continued)
No revenue was recognised in the period ended 31 December 2020 or 2019 from performance obligations satisfied (or
partially satisfied) in previous periods.
Remaining performance obligations
No information is provided about remaining performance obligations at 31 December 2020 or 2019 that have an original
expected duration of one year or less, as allowed by IFRS 15.
The amount of revenue that will be recognised in future periods on contracts with material rights over future discounted
licence fees is analysed as follows:
31 December 2020
31 December 2019
Less than 1 year
Between 1 and 5
years
Less than 1 year
Between 1 and 5
years
$000
1,173
$000
1,091
Material rights over discounted
licence fee renewal
10. Employees and directors
Wages and salaries
Deferred compensation related to acquisitions
Social security costs
Defined contribution pension costs
Share-based payment transactions
$000
1,617
2020
$000
35,865
150
2,792
693
1,398
40,898
$000
1,278
2019
$000
49,963
1,416
3,925
1,706
1,845
58,855
Included within the wages and salaries cost is $595,065 of grant income relating to COVID-19 government support packages
including the UK Coronavirus Job Retention Scheme and equivalent schemes in Germany and Australia.
Headcount
The average monthly number of employees during the year was made up as follows:
Operations
Research & development
Sales & marketing
Finance & administration
Seasonal staff
2020
176
196
29
57
145
603
2019
191
242
48
87
477
1,045
83
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Employees and directors (continued)
Key management compensation
The key management of the company in 2020 are considered to be the Executive Directors and the Chief Executive’s direct
reports being the Senior Vice Presidents of Engineering, Product and HR, the President of Operations and the Chief
Commercial Officer. In 2019 this consisted of the Executive Directors, the three respective presidents of Ticketing and
Distribution, accesso LoQueue and The Experience Engine (TE2) and the Chief Operating Officer who joined 31 May 2019.
Their remuneration is as follows:
Salary
Bonus
Payment for loss of office
Short term non-monetary benefits
Contribution to retirement scheme
Employer’s social security costs
Share-based payments
Deferred compensation treated as remuneration expense
2020
$000
1,874
-
458
103
48
107
1,081
-
3,671
2019
$000
1,750
462
-
99
72
67
246
832
3,528
Directors’ emoluments, details of share options exercised and outstanding, and pension contribution are disclosed on page
34 in the Directors’ Remuneration Report and form part of these audited financial statements. 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 Directors’ Remuneration report.
11. Expenses by nature
Park operating costs
Depreciation - owned assets
Depreciation - right of use assets
Amortisation of intangible assets
Impairment of intangible assets
Foreign exchange (gain)/loss
Research and development gross spend
Research and development capitalized to balance sheet (note 16)
Research and development recognized in operating profit
Auditor’s remuneration
2020
$000
3,422
1,758
1,461
14,019
2,627
1,221
21,157
(2,969)
18,188
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
Other non-audit service
84
2020
$000
308
342 2
166 4
28
49
893
2019
$000
8,309
1,694
1,320
24,286
53,617
(123)
33,545
(21,998)
11,547
2019
$000
234
260
154
139
-
787
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
12. Finance income and expense
The table below details the finance income and expense for the current and prior periods:
Finance income:
Bank interest received
Interest received from customers
Total finance income
Finance costs:
Bank interest
Amortisation of capitalised refinance costs (note 29)
Finance lease (note 30)
Loss on forward foreign exchange contracts
Interest on accrued balances
Total finance costs
Net finance expense
13. Tax
2020
$000
6
4
10
(636)
(169)
(376)
(1,233)
(104)
(2,518)
(2,508)
2019
$000
21
-
21
(813)
(82)
(429)
-
-
(1,324)
(1,303)
The table below provides an analysis of the tax charge for the periods ended 31 December 2020 and 31 December 2019:
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
Impact on deferred tax rate changes
Original and reversal of temporary difference - for the prior period
Total taxation benefit
2020
$000
352
(1,031)
(679)
(531)
415
(116)
(795)
(2,218)
(255)
260
(2,213)
(3,008)
2019
$000
1,854
6
1,860
230
49
279
2,139
(9,037)
-
(87)
(9,124)
(6,985)
85
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
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:
2020
$000
2019
$000
Loss on ordinary activities before tax
(32,862)
(57,581)
Tax at United States tax rate of 24% (2019: 24%)
(7,887)
(13,820)
Effects of:
Expenses not deductible for tax purposes
Goodwill impairment not deductible
Profit/(loss) subject to foreign taxes at a lower marginal rate
Adjustment in respect of prior period – income statement
US R&D credits/other US tax credits
Share options
Impact of rate changes
Deferred tax on US losses not recognised
(Release)/recognition of uncertain tax positions
Other
Total tax benefit
Deferred taxation
Group
At 31 December 2018
Credited to income
Credited directly to equity
Foreign Currency translation
At 31 December 2019
(Charged)/credited to income
Credited directly to equity
Foreign currency translation
At 31 December 2020
Company
At 31 December 2018
(Credited)/charged to income
Credited directly to equity
Foreign currency translation
Netted against the asset
At 31 December 2019
(Credited)/charged to income
Credited directly to equity
Foreign currency translation
Netted against the asset
At 31 December 2020
86
(89)
-
(68)
(356)
(2,584)
224
(255)
8,327
(262)
(58)
(3,008)
Asset
$000
7,999
2,194
(1,584)
38
615
4,177
440
(32)
-
748
-
-
897
(10)
(6,985)
Liability
$000
(17,596)
6,930
-
(112)
8,647
(10,778)
(1,007)
50
11
3,219
-
(21)
7,701
(7,580)
-
(83)
(433)
20
496
-
(44)
(32)
5
71
(327)
389
-
(30)
(496)
(464)
(48)
-
(22)
(71)
(605)
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Tax (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
Net operating losses & tax credits
S163(j) US interest disallowance
Deferred tax asset
Recognised liability
Capital allowances in excess of depreciation
Uncertain tax positions
Short term timing differences
Business combinations
Deferred tax liability
Company
Recognised asset
Tax relief on unexercised employee share options
Short term timing differences
Offset against Company deferred tax asset
Deferred tax asset
Recognised liability
Capital allowances in excess of depreciation
Short term timing differences
Offset against Company deferred tax asset
Deferred tax liability
Group
Unrecognised asset
Net operating losses – US (Included within the unrecognised deferred tax
asset is $2.2m relating to prior periods)
Unrecognised deferred tax asset
2020
$000
539
3,584
1,728
1,850
7,701
(4,675)
(509)
(456)
(1,940)
(7,580)
45
18
(63)
-
(661)
(7)
63
605
10,752
10,752
2019
$000
455
696
5,010
2,486
8,647
(7,651)
(635)
(182)
(2,310)
(10,778)
128
7
(135)
-
(599)
-
135
464
-
-
Tax rates in the UK increased from 17% to 19% with effect from 1 April 2020 and the US rate remained at 21%, before state
taxes. As both rate changes had been substantively enacted, deferred tax assets and liabilities were measured at a rate of
19% (2019: 17%) and 21% (2019: 21%) plus state taxes in the UK and US, respectively.
There are no material unrecognised deferred tax assets outside of the US.
Taxation and transfer pricing
The Group is an international technology business and, as such, transfer pricing arrangements are in place to cover funding
arrangements, management costs and the exploitation of IP between Group companies. Transfer prices and the policies
applied directly affect the allocation of Group-wide taxable income across a number of tax jurisdictions. While transfer pricing
entries between legal entities are on an arm’s length basis, there is increasing scrutiny from tax authorities on transfer pricing
arrangements. This could result in the creation of uncertain tax positions.
The Group provides for anticipated risks, based on reasonable estimates, for tax risks in the respective countries in which it
operates. The amount of such provisions can be based on various factors, such as experience with previous tax audits and
differing interpretations of tax regulations by the taxable entity and the responsible authority. Uncertainties exist with
respect to the evolution of the Group following international acquisitions holding significant IP assets, interpretation of
complex tax regulations, changes in tax laws, and the amount and timing of future taxable income.
87
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Tax (continued)
Given the wide range of international business relationships and the long-term nature and complexity of existing contractual
agreements, differences arising between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense already recorded.
Uncertainties in relation to tax liabilities are provided for within income tax payable to the extent that it is considered
probable that the Group may be required to settle a tax liability in the future. Settlement of tax provisions could potentially
result in future cash tax payments; however, these are not expected to result in an increased tax charge as they have been
fully provided for in accordance with management’s best estimates of the most likely outcomes.
Ongoing tax assessments and related tax risks
The Group has undertaken a review of potential tax risks and current tax assessments, and whilst it is not possible to predict
the outcome of any current or future tax enquiries, adequate provisions are considered to have been included in the Group
accounts to cover any expected estimated future settlements.
In common with many international groups operating across multiple jurisdictions, certain tax positions taken by the Group
are based on industry practice and external tax advice or are based on assumptions and involve a degree of judgement. It is
considered possible that tax enquiries on such tax positions could give rise to material changes in the Group’s tax provisions.
The Group is consequently, from time to time, subject to tax enquiries by local tax authorities and certain tax positions
related to intercompany transactions may be subject to challenge by the relevant tax authority.
The Group has recognised provisions where it is not probable that tax positions taken will be accepted, totalling $0.5m (2019:
$0.6 million) in relation to transfer pricing risks and nil (2019: $0.3 million) in relation to availability of tax losses and
international R&D claims.
14. Result 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 loss for the financial year ended 31 December 2020 was $16.6m
(2019: loss of $20.9m).
15. 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 profit before tax before the deduction of
amortisation related to acquisitions, impairment of intangible assets, acquisition costs, deferred and contingent
consideration linked to continued employment, and costs related to share-based payments, less tax at the effective rate on
tax impacted items.
88
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Earnings per share (continued)
The table below reflects the income and share data used in the total basic, diluted, and adjusted earnings per share
computations.
Loss attributable to ordinary shareholders ($000)
Basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s)
Basic loss per share (cents)
Diluted EPS
Denominator
Weighted average number of shares used in basic EPS (000s)
Effect of dilutive securities
Options (000s)
Deferred share consideration on business combinations (000s)
Weighted average number of shares used in diluted EPS (000s)
Diluted loss per share (cents)
2020
(29,854)
35,213
(84.78)
35,213
983
-
36,196
(84.78)
2019
(50,596)
27,459
(184.26)
27,459
406
17
27,882
(184.26)
The Group has made a loss in the year, and therefore the options and equity settled deferred consideration are anti-dilutive. As
a result, basic and diluted earnings per share are presented on the same basis for the years ended 31 December 2020 and 31
December 2019.
Adjusted EPS
Profit attributable to ordinary shareholders ($000)
Adjustments for the period related to:
Amortisation relating to acquired intangibles from acquisitions
Impairment of goodwill
Impairment of intangible assets
Aborted sale process costs
Deferred and contingent consideration linked to employment
Share-based compensation and social security costs on unapproved options
Net tax related to the above adjustments (2020: 19.7%, 2019: 19.1%):
Adjusted profit attributable to ordinary shareholders ($000)
Adjusted basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s)
Adjusted basic (loss)/earnings per share (cents)
Adjusted diluted EPS
Denominator
Weighted average number of shares used in diluted EPS (000s)
Adjusted diluted (loss)/earnings per share (cents)
2020
$000
2019
$000
(29,854)
(50,596)
2,573
-
2,627
462
150
1,398
(22,644)
1,291
(21,353)
35,213
(60.64)
36,196
(60.64)
11,286
17,403
36,214
305
1,416
1,845
17,873
(9,420)
8,453
27,459
30.78
27,882
30.32
89
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Earnings per share (continued)
81,718 LTIP awards were not included in the calculation of diluted EPS because their exercise is contingent on the satisfaction
of certain criteria that had not been met as at 31 December 2020 (2019: 453,665).
16.
Intangible assets
The cost and amortisation of the Group’s intangible fixed assets are detailed in the following table:
Customer
relationships &
supplier
contracts
$000
Goodwill
$000
Trademarks
$000
Acquired
internally
developed
intellectual
property
$000
Patent
& IPR
costs
$000
Development
costs
$000
Totals
$000
Cost
At 31 December
2018
Foreign currency
translation
Additions
Disposals
At 31 December
2019
Foreign currency
translation
Additions
Disposals
At 31 December
2020
Amortisation
At 31 December
2018
Foreign currency
translation
Charged
Impairment
Charged
Disposal
At 31 December
2019
Foreign currency
translation
Charged
Impairment
Disposal
At 31 December
2020
Net book value
At 31 December
2020
At 31 December
2019
116,144
18,314
1,841
52,981
732
58,026
248,038
646
-
-
-
-
-
-
-
-
40
-
-
32
1
(3)
591
21,998
(2,765)
1,309
21,999
(2,768)
116,790
18.314
1,841
53,021
762
77,850
268,578
721
-
-
-
-
-
-
16
-
-
21
-
-
481
2,969
(6,737)
1,239
2,969
(6,737)
117,511
18,314
1,841
53,037
783
74,563
266,049
-
7,196
688
24,544
507
17,771
50,706
-
-
17,403
-
(36)
2,468
3,648
-
(33)
139
1,027
-
(163)
8,679
16,348
-
28
97
-
-
482
12,903
15,191
(2,765)
278
24,286
53,617
(2,765)
17,403
13,276
1,821
49,408
632
43,582
126,122
-
-
-
-
-
882
-
-
-
16
-
-
34
1,675
430
-
18
21
-
-
463
11,425
2,197
(6,737)
515
14,019
2,627
(6,737)
17,403
14,158
1,837
51,547
671
50,930
136,546
100,108
4,156
99,387
5,038
4
20
90
1,490
112
23,633
129,503
3,613
130
34,268
142,456
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Intangible assets (continued)
The cost and amortisation of the company’s intangible fixed assets are detailed in the following table:
Patent costs
$000
Development costs
$000
Cost
At 31 December 2018
Foreign currency translation
Additions
Disposals
At 31 December 2019
Foreign currency translation
Additions
Disposals
At 31 December 2020
Amortisation
At 31 December 2018
Foreign currency translation
Charged
Disposals
At 31 December 2019
Foreign currency translation
Impairment
Charged
Disposals
At 31 December 2020
Net Book Value
At 31 December 2020
At 31 December 2019
560
1
25
(3)
583
14
-
-
597
421
21
33
-
475
11
-
21
-
507
90
108
12,965
463
1,579
(2,765)
12,242
473
803
(3,631)
9,887
6,708
262
2,191
(2,765)
6,396
352
468
1,911
(3,631)
5,496
4,391
5,846
Totals
$000
13,525
464
1,604
(2,768)
12,825
487
803
(3,631)
10,484
7,129
283
2,224
(2,765)
6,871
363
468
1,932
(3,631)
6,003
4,481
5,954
Capitalised development costs are not treated as a realised loss for the purpose of determining the Company’s distributable
profits as the costs meet the conditions requiring them to be treated as an asset in accordance with IAS 38.
Impairment testing of goodwill
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment or at where indicators of
impairment exist. The recoverable amount is determined based on value-in-use calculations. The use of this method requires
the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the
cash flows. The goodwill balances of the group are monitored and tested at an operating segment level, further details on
their composition are set out below.
91
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Intangible assets (continued)
The carrying amount of goodwill is allocated as follows:
Ticketing and Distribution (CGU1, 2 and 3) *
LoQueue (CGU5) **
2020
$000
71,609
28,500
100,109
2019
$000
70,887
28,500
99,387
* Comprises accesso, LLC, Siriusware, Inc, accesso Passport trading within Accesso Australia PTY Limited being CGU1,
VisionOne Worldwide Limited & its subsidiaries and accesso ShoWare trading within Accesso Australia PTY Limited being
CGU2 and Ingresso Group Limited & subsidiaries as CGU 3.
** Comprises the accesso LoQueue trading within accesso Technology Group plc, Lo-Q, Inc., Lo-Q Service Canada Inc and
Accesso Australia PTY Limited as CGU 5.
Current and prior year impairment of Ingresso Group Limited intangible assets
At 30 June 2020 it was identified that the remaining intangible assets of Ingresso Group Limited had indicators of impairment
due to the impact of COVID-19 and the slower anticipated recovery within the UK theatre sector. This test was revisited at
31 December 2020 with the same outcome. At 31 December 2019 this test was performed which also required an impairment
charge to the intangible assets of the CGU.
The recoverable amount of Ingresso Group Limited’s allocated intangible assets, excluding goodwill, (which is part of the
Ticketing and Distribution Operating Segment and tested at that level in compliance with IAS36 Impairment) was tested for
impairment based on a value in use method over a period that reflected the useful life of the essential assets, being the
acquired internally developed intellectual property and development costs of five years. The key assumptions used in the
estimation of the recoverable amount are set out in the table below.
The discount rate was a pre‑tax measure estimated based on comparable listed company gearing and capital structures, an
equity risk premium and a 30-year risk-free (2019: 20 year risk-free) rate applicable to the UK, small stock premium relative
to the market and size of business and an appropriate cost of debt relative to market conditions. The pre-tax discount rate
has reduced by 1.5% to 11.9% (2019: 13.4%) reflecting a reduction in the equity risk premium and risk-free rate.
The cash flow projections included specific estimates for 5 years (2019: 3 years plus 2% thereafter) per Board approved
forecasts.
Average EBITDA during the forecast period was estimated by taking into account a 2-year recovery to 2019 levels following
the severe impact of COVID-19 on the UK theatre sector, thereafter the growth rate from 2023 to 2025 is an average of 9%.
Across the 5-year period the average is a growth rate of 55.2% (2019: 23.4%), the increase reflecting an increase from a
COVID-impacted base level in 2020.
If the discount rate were to be increased or reduced by 1% the impairment would remain unchanged given the CGU assets
are written down to nil with some excess. The consequence of this test the carrying value of the Ingresso allocated assets
was reduced by $1.4m (2019: $7.0m), which included intangible assets as set out below.
The recoverable value of Ingresso as a stand-alone CGU over a five-year term as at 31 December 2020 was $1.8m (2019:
$2.8m).
Prior year impairment of The Experience Engine (‘TE2’) – Cash Generating Unit and Operating Segment
The recoverable amount of The Experience Engine which also represents its own Operating Segment was based on a value in
use, estimated using discounted cash flows. The key assumptions used in the estimation of the recoverable amount are set
out below. The values assigned to the key assumptions represent management’s assessment of the expected performance
of TE2 combined with historical data from both external and internal sources are set out in the table below.
The discount rate was a pre‑tax measure estimated based on comparable listed company gearing and capital structures, an
equity risk premium and a 20 year risk-free rate applicable to the US, small stock premium relative to the market and size of
business and an appropriate cost of debt relative to market conditions. The pre-tax discount rate has increased by 2.7% to
14.4% to take account of increased forecasting accuracy risk.
92
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Intangible assets (continued)
Prior year impairment of The Experience Engine (‘TE2’) – Cash Generating Unit 4 (CGU4) and Operating Segment (continued)
The cash flow projections included specific estimates for three years and a 2% terminal growth rate thereafter. The terminal
growth rate was determined based on management’s estimate of the long‑term compound annual growth rate relative to
the US market, consistent with the assumptions that a market participant would make.
Average EBITDA during the forecast period was estimated taking into account past experience and had been significantly de-
risked from the previous impairment test to reflect current performance. TE2 performed below management expectations
in 2019 which has required the estimated EBITDA growth assumption to move to 2%.
The estimated recoverable amount of TE2 is negative and consequently the carrying amount of all its intangible assets were
been impaired to nil with a charge of $46.6m charged to administrative expenses. This impairment was not sensitive to
plausible changes in key assumptions.
The below table sets out the intangible asset impairments recorded within the Guest Experience and Ticketing and
Distribution segments:
2020
Guest
Experience
2020
Ticketing and
Distribution
2020
Total
2019
Guest
Experience
2019
Ticketing and
Distribution
2019
Total
$000
$000
$000
$000
$000
$000
-
-
468
-
1,360
799
-
1,360
1,267
17,403
29,222
-
6,992
17,403
36,214
468
2,159
2,627
46,625
6,992
53,617
Goodwill
Intangible assets
Impairment of specific
development projects(*)
Impairment charge recorded
within administrative expense
(*)A review of all project development costs capitalised was performed at year end. As a result, an impairment of $1.27m
was recorded against projects which are no longer considered commercially and technically feasible.
The key assumptions used in the value in use calculations are as follows:
Pre-tax discount rate (%)
accesso, LLC & Siriusware, Inc. (CGU 1)
VisionOne Worldwide Limited and its subsidiaries (CGU 2)
Ingresso Group Limited and subsidiaries (CGU 3)
The Experience Engine (CGU 4)
LoQueue * (CGU 5)
Average EBITDA growth rate during forecast period (average %)**
accesso, LLC & Siriusware, Inc. (CGU 1)
VisionOne Worldwide Limited and its subsidiaries (CGU 2)
Ingresso Group (CGU 3)
The Experience Engine (CGU 4)
LoQueue * (CGU 5)
Terminal growth rate (%)
accesso, LLC & Siriusware, Inc. (CGU 1)
VisionOne Worldwide Limited and its subsidiaries (CGU 2)
Ingresso Group (CGU 3)
The Experience Engine (CGU 4)
LoQueue * (CGU 5)
Period on which detailed forecasts based (years)
accesso, LLC & Siriusware, Inc. (CGU 1)
VisionOne Worldwide Limited and its subsidiaries (CGU 2)
Ingresso Group (CGU 3)
The Experience Engine (CGU 4)
LoQueue * (CGU 5)
93
2020
14.0%
14.0%
11.9%
14.0%
14.0%
111.1%
520.8%
55.2%
-44.4%
232.6%
2.0%
2.0%
2.0%
2.0%
2.0%
5
5
5
5
5
2019
14.4%
14.4%
13.4%
14.4%
14.4%
10.7%
26.3%
23.4%
2%
12.8%
2.0%
2.0%
2.0%
2.0%
2.0%
3
3
3
3
3
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Intangible assets (continued)
* Comprises accesso LoQueue trading within accesso Technology Group plc, Lo-Q, Inc., Lo-Q Service Canada Inc and Accesso
Australia PTY Limited
**Average EBITDA growth rates have increased significantly as a result of the recovery from 2020 COVID impacted base
levels to 2019 levels in 2022/ 2023 and a significant business reorganisation during 2020. Growth rates in 2024 and 2025 are
as follows:
Average EBITDA growth rate in years 4 and 5 (average %)
accesso, LLC & Siriusware, Inc. (CGU 1)
VisionOne Worldwide Limited and its subsidiaries (CGU 2)
Ingresso Group (CGU 3)
The Experience Engine (CGU 4)
LoQueue * (CGU 5)
2020
29.9%
14.7%
1.4%
-8.1%
13.1%
Operating margins have been based on experience, where possible, and future expectations in the light of anticipated
economic and market conditions. Growth rates beyond the formally budgeted period are based on economic data pertaining
to the region concerned.
The discount rates applied to all CGUs was a pre‑tax measure estimated based on comparable listed company gearing and
capital structures, an equity risk premium and risk-free rate applicable to the country, small stock premium relative to the
market and size of business and an appropriate cost of debt relative to market conditions.
Sensitivity analysis
If any of the following changes were made to the following key assumptions the carrying value and recoverable amount
would be equal as at 31 December 2020. A considerable amount of judgement is applied in setting discount rates, forecasts
and terminal values, all of which will be impacted by the current uncertainty in the market and the speed at which our
customers and the wider macro markets recover from the impacts of COVID-19.
Ticketing and Distribution*
accesso
LoQueue**
2020
2019
2020
2019
Pre-tax discount rate
Increase by 1.1%
Increase by
1.5%
Increase by
7.5%
Increase by 33.6%
EBITDA Growth rate during detailed forecast
period (average)
Reduce by 7.8%
Reduce by
7.7%
Reduce by
40.0%
Reduce by 68.0%
Terminal growth rate
Reduce by 1.1%
Reduce by
1.3%
Reduce by
8.6%
Reduce by 33.5%
Excess over carrying value ($000)
$10,481
$16,887
$36,138
$76,176
* Comprises accesso, LLC, Siriusware, Inc., VisionOne Worldwide Limited & its subsidiaries and Ingresso Group Limited &
subsidiaries and accesso Passport/ accesso ShoWare trading within Accesso Australia PTY Limited (CGUs 1, 2 and 3)
** Comprises the LoQueue trading within accesso Technology Group plc, Lo-Q, Inc., Lo-Q Service Canada Inc and Accesso
Australia PTY Limited (CGU 5)
The Ticketing and Distribution segment is sensitive to relatively small changes in the key assumptions as set out below, if
there were to be a 2% increase in the pre-tax discount rate the result would be an $9.0m impairment charge. If the terminal
growth rate were to reduce by 2% the result would be a $8.3m impairment charge. If the recovery of the Ticketing and
Distribution segment back to 2019 levels were to be slower than anticipated in 2023, this would lead to an impairment.
We do not consider there are any plausible changes in assumptions that would give rise to an impairment in accesso LoQueue
over the next financial year.
94
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Development costs not yet available for use
Development cost assets not yet available for use reside in the CGUs as follows and are considered annually for impairment
in line with the goodwill attached to those CGUs. These capitalised costs relate to development projects which have not been
put into use as at the year-end:
accesso, LLC & Siriusware, Inc. (CGU 1)
17. Property, plant and equipment
The cost and depreciation of the Group’s tangible fixed assets are detailed in the following table:
2020
$000
49
2019
$000
3,069
Furniture
& fixtures
Leasehold
improvements
Totals
Plant,
machinery and
office
equipment
$000
3,914
44
708
(1,047)
3,619
36
122
(475)
3,302
2,365
4
751
(981)
2,139
31
840
(468)
2,542
Installed
systems
$000
4,687
93
926
(1,240)
4,466
127
310
(3,094)
1,809
3,912
87
537
(1,054)
3,482
115
531
(3,094)
1,034
775
984
Cost
At 31 December 2018
Foreign currency translation
Additions
Disposals
At 31 December 2019
Foreign currency translation
Additions
Disposals
At 31 December 2020
Depreciation
At 31 December 2018
Foreign currency translation
Charged
Disposals
At 31 December 2019
Foreign currency translation
Charged
Disposals
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
$000
2,192
33
311
(283)
2,253
24
5
(174)
2,108
1,145
20
321
(272)
1,214
20
314
(154)
1,394
760
714
1,480
1,039
95
$000
$000
1,427
12,220
-
-
(922)
170
1,945
(3,492)
505
10,843
-
-
-
187
437
(3,743)
505
7,724
1,075
-
85
(918)
242
-
73
-
315
190
263
8,497
111
1,694
(3,225)
7,077
166
1,758
(3,716)
5,285
2,439
3,766
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Property, plant and equipment (continued)
The cost and depreciation of the company’s tangible fixed assets are detailed in the following table:
Installed
systems
$000
Plant, machinery and
office equipment
$000
Furniture &
fixtures
$000
1,087
38
157
(93)
1,189
44
32
(365)
900
604
16
200
(93)
727
37
189
(365)
588
312
462
637
21
14
-
672
24
-
-
696
249
10
97
-
356
18
99
-
473
223
316
Cost
At 31 December 2018
Foreign currency translation
Additions
Disposals
At 31 December 2019
Foreign currency translation
Additions
Disposals
At 31 December 2020
Depreciation
At 31 December 2018
Foreign currency translation
Charged
Disposals
At 31 December 2019
Foreign currency translation
Charged
Disposals
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
3,162
93
7
(270)
2,992
124
159
(3,094)
181
2,905
88
131
(141)
2,983
114
52
(3,094)
55
126
9
96
Totals
$000
4,886
152
178
(363)
4,853
192
191
(3,459)
1,777
3,758
114
428
(234)
4,066
169
340
(3,459)
1,116
661
787
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
18.
Investments
Investment in subsidiaries
The investment balance on the company’s books at 31 December 2020 is as detailed below:
Cost
At 31 December 2019
Capital contribution to subsidiaries
Impairment of investment in US subsidiary
Foreign currency translation
At 31 December 2020
Cost
At 31 December 2018
Capital contribution to Chinese subsidiary
Capitalisation of intercompany loan balance with US subsidiary
Impairment of investment in UK subsidiary
Impairment of investment in US subsidiary
Investment in subsidiary
Foreign currency translation
At 31 December 2019 – see note 30
Investment impairment sensitivity
$000
Net Book
Value
72,798
1,672
(15,460)
2,560
61,570
78,766
99
10,203
(21,239)
(571)
3,101
2,439
72,798
The US subsidiary impairment in Lo Q, Inc. of $14.5m as the intermediate US parent was calculated based on a value in use
model using the inputs of CGU1, 2, 4 and 5 per note 14, with the exception of CGU4 being calculated on a fair value less
cost of sale basis. If the pre-tax discount rate were to be increased by 1% the impairment would be increased by $6.3m, if
the EBITDA during the forecast period were to reduce by 1% the impairment would increase by $0.6m.
Prior year Investment impairment sensitivity
The 2019 UK subsidiary impairment was calculated based on a value in use model using the Ingresso inputs as set out in
note 14. If the discount rate were to be increased by 1% the impairment would be increased by $950k, if the EBITDA during
the forecast period were to reduce by 1% the impairment would increase by $200k.
97
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Investments (continued)
Name
Country of incorporation
% Ownership
interest
Lo-Q, Inc. (1)
Lo-Q Service Canada Inc (1)
Lo-Q (Trustees) Limited (2)
accesso, LLC. (3)
Siriusware, Inc. (4)
Lo-Q Limited (5)
VisionOne Worldwide Limited (6)
VisionOne, Inc. (7)
VisionOne S.A. de C.V. (8)
ShoWare Brazil Ltda (9)
VisionOne do Brazil Ltda (9)
Accesso Australia PTY Limited (10)
Blazer and Flip Flops Inc (11)
Ingresso Group Limited (12)
accesso Netherlands BV (13)
Accesso (Shanghai) Co., Ltd (14)
Ingresso US, Inc. (15)
Ingresso USA, Inc. (3)
All shares owned are ordinary shares.
(16) United States of America
(16) Canada
(17) United Kingdom
(17) United States of America
(17) United States of America
(17) United Kingdom
(16) British Virgin Islands
(17) United States of America
(17) Mexico
(17) Brazil
(17) Brazil
(16) Australia
(17) United States of America
(16) United Kingdom
(17) Netherlands
(16) China
(17) United States of America
(17) United States of America
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
% Voting
Rights
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
As required by the Companies Act, the registered addresses of each business are:
(1) Registered address of 1025 Greenwood Blvd, Suite 500, Lake Mary, FL USA
(2) Registered address of Unit 5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN, UK
(3) Registered address of 1025 Greenwood Blvd, Suite 500, Lake Mary, FL, USA
(4) Registered address of 1025 Greenwood Blvd, Suite 500, Lake Mary, FL, USA
(5) Registered address of Unit 5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN, UK
(6) Registered address of Geneva Place, PO Box 3469, Waterfront Drive, Road Town, British Virgin Islands
(7) Registered address of 5260 N Palm Ave, #229, Fresno, CA 93704, USA
(8) Registered address of Montecito #38, Piso 42 Oficinas 12 Colonia Napoles, 03810, Mexico City, Mexico, D.F.
(9) Registered address of Rua Joaquim Floriano, no. 888, Suite 1003/1004, Itaim Bibi, CEP 04534-003, Sao Paulo, Sao Paulo,
Brazil
(10) Registered address of PO Box 432, Chatswood, NSW 2057, Australia
(11) Registered address of 4660 La Jolla Village Dr, Suite 620, San Diego, CA 92122
(12) Registered address of Unit 5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN, UK
(13) Registered address of Butterwick 1, London, W6 8DL, UK
(14) Registered address of No.778, Chuangxin West Road, FTA, Shanghai, China
(15) Registered address of 19C Trolley Square, Wilmington, Delaware, DE 19806, USA
(16) Wholly owned subsidiary directly by accesso Technology Group plc
(17) Owned through wholly owned subsidiary of accesso Technology Group plc
accesso, LLC, Siriusware, Inc. and VisionOne, Inc. and Blazer and Flip Flops 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 100%
owned by VisionOne do Brazil Ltda.
The trade for both Lo-Q, Inc. and Lo-Q Service Canada Inc is that of the application of virtual queue technologies, Accesso
Australia PTY Limited includes in part the virtual queuing customers pertaining to that region. The trade of accesso, LLC,
Siriusware, Inc., the VisionOne subsidiaries, Accesso Australia PTY Limited, Ingresso Group Limited and Blazer and Flip Flops
Inc is primarily that of ticketing, point-of-sale and experience management technology 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 36.
98
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
19.
Inventories
Stock
Park installation
Group
Company
2020
$000
1,795
132
1,927
2019
$000
932
72
1,004
2020
$000
105
-
105
2019
$000
205
-
205
The amount of inventories recognised as an expense and charged to cost of sales for the year ended 31 December 2020 was
$233,006 (2019: $408,140). 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.
20. Trade and other receivables
Trade debtors
Other debtors
Amounts owed by Group undertakings
Financial assets
VAT and other sales taxes
Prepayments
Non-current amounts owed by Group
undertakings
Financial assets
Group
Company
2020
$000
13,498
243
-
13,741
345
1,882
15,968
-
13,741
2019
$000
20,214
1,079
-
21,293
-
2,383
23,676
-
21,293
2020
$000
1,562
15
8,473
10,050
16
522
10,588
97,161
107,211
2019
$000
2,932
587
2,600
6,119
-
567
6,686
82,950
89,069
The Group’s financial assets are short term in nature. In the opinion of the directors, the book values equate to their fair
value. No expected credit losses have been recognised on accrued income, contract assets or other debtors as these are not
considered material. An expected credit loss provision has been recognised in the company financial statements of $2.2m
(2019: $2.0m) in respect of intercompany receivables due from subsidiary undertakings.
Included within Trade debtors are amounts owed to the Group from ticket sales, equating to the total value of the ticket and
the commission earned by the Group. The value of the ticket, less the commission, is payable to the supplier of the ticket,
and is not revenue to the Group.
21. Trade and other payables
Group
Company
Current
Trade creditors
Current other creditors
Amounts owed to Group undertakings
Non-current other creditors
Financial liabilities
Social security and other taxes
Accruals
2020
$000
9,049
557
-
9,606
-
9,606
1,529
6,193
17,328
99
2019
$000
20,200
928
-
21,128
30
21,158
1,539
9,144
31,841
2020
$000
165
31
10,540
10,736
-
10,736
254
837
11,827
2019
$000
408
22
10,356
10,786
-
10,786
332
1,644
12,762
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Trade and other payables (continued)
The Group’s financial liabilities are generally short-term in nature. In the opinion of the directors the book values equate to
their fair value. Included within trade creditors are amounts payable to ticket suppliers. In certain agreements, the Group
receives the total cash from the sale of the ticket.
Included within current other creditors and non-current other creditors is a balance related to the TE2 acquisition owed to
employees in lieu of a pre-acquisition option scheme. The Group holds cash of $0m at 31 December 2020 (2019: $0.5m) in
respect of this liability, which was cash paid to the Group by the sellers of Blazer and Flip Flops Inc to make the payments
over a three-year period.
22. Borrowings
Bank loans
Arrangement fees, less amortised cost
Group
Company
2020
$000
26,808
(109)
26,699
2019
$000
15,979
(128)
15,851
2020
$000
26,808
(109)
26,699
2019
$000
15,979
(128)
15,851
On 6 March 2020 the group extended its $30m revolving credit facility with Lloyds Bank plc from 30 March 2021 to 31 March
2022 at a 2.50% margin for 6 months to September 2020, increasing to 2.75% for 6 months to 31 March 2021, and 3.00% for
the final year of the facility. There is a 40% margin for the undrawn element of the revolving credit facility.
The drawdown rate is 140 basis points above LIBOR at a borrowing to EBITDA ratio of less than 1.5 times, rising to 190 basis
points if the borrowing to EBITDA ratio is greater than 2.25 times. Commitment interest on the undrawn funds is 35% of
margin. The Facility had an arrangement fee of $0.4m.
In April 2020 following the impact of COVID-19 on businesses serving the attractions markets it was agreed with Lloyds Bank
plc that our quarterly covenant tests on interest cover and net debt over EBITDA would be waived throughout 2020 and
2021, in addition our minimum EBITDA quarterly tests were reset through to 31 December 2021 with the introduction of a
$12.0m minimum liquidity quarterly test. The group has not breached any covenants during 2020 (2019: no covenant
breaches). Furthermore, a $10.9m (£8.0m) Coronavirus Large Interruption Scheme Loan facility was secured with an expiry
of August 2022 which remained undrawn at the balance sheet date.
On 19 March 2021 the group refinanced with Investec Bank PLC and discharged its two drawn borrowings with Lloyds Bank
plc of £13.2m and $8.9m. The group has a 3-year £18m Coronavirus Large Interruption Scheme Loan revolving credit facility
at a 3.5% margin, expiring in March 2024. The facility is subject to quarterly covenant tests on minimum revenue and
minimum liquidity for 2 years to December 2022; from March 2023 additional covenants are added for leverage and interest
cover. Draw down on the Investec Bank PLC facility is subject to securing charges over the US subsidiary entities, a process
that is in progress and expected to complete by 2 April 2021.
23. Derivative financial liability
Fair value of open forward foreign exchange contracts
Variation margin paid on deposit
Group
Company
2020
$000
1,273
(515)
758
2019
$000
-
-
-
2020
$000
1,273
(515)
758
2019
$000
-
-
-
In June 2020 following the equity fundraise where the proceeds were in sterling the group entered into forward exchange
contracts to fix its exposure to downward movements in USD given the sterling volatility and uncertainty at the time. The
forward exchange contracts are held at fair value through profit and loss using the year end USD/GBP spot rates.
100
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
24. Called up share capital
Ordinary shares of 1p each
Number
$000
Number
$000
2020
2019
Opening balance
Issued in relation to exercised share options
Issued in relation to deferred acquisition
consideration
Issued in relation to the placing and open offer
27,642,822
50,187
40,538
13,481,744
427
1
1
166
27,117,995
204,186
320,641
-
Closing balance
41,215,291
595
27,642,822
421
2
4
-
427
On 9 June the company's shareholders approved the placing, direct subscription and open offer to issue 13,481,744 new
ordinary shares at £2.90p to raise gross proceeds of £39.1 million ($48.2 million).
During the period, 50,187 shares (2019: 204,186 shares), with a nominal value $630 (2019: $1,552), were allotted following
the exercise of share options.
In addition, during 2020, 40,538 shares (2019: 320,641) were issued in respect of the deferred acquisition consideration to
certain employees of Blazer and Flip Flops Inc for a nominal value of $522 (2019: $4,201).
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at meetings of the Company.
Following the adoption of new Articles of Association on 12 April 2011 the company no longer has an authorised share
capital limit.
All issued share capital is fully paid as at 31 December 2020. At 31 December 2019 200,000 shares registered in the name
of Lo-Q (Trustees) Limited were unpaid, a wholly owned subsidiary of the company on behalf of the Lo-Q Employee Benefit
Trust.
25. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share premium:
Amount subscribed for share capital in excess of nominal value
Own shares held in trust:
Weighted average cost of own shares held by the EBT
Merger relief reserve:
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
Retained earnings:
All other net gains and losses and transactions not recognised elsewhere
Translation reserve:
Gains/losses arising on retranslating the net assets of overseas operations into US
dollars
26. Pension commitments
The Group operates defined contribution pension schemes in the UK and US. The assets of each scheme are held separately
from those of the Group in independently administered funds. The pension charge represents contributions payable by the
Group to the funds. The amounts related to the charge in the period and payable at period end are:
Pension charge in the period
Payable to the funds (included within other creditors)
101
2020
$000
693
167
2019
$000
1,706
23
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
27. Related party disclosures
Ultimate controlling party
There is no ultimate controlling party.
Subsidiaries
All intercompany revenues, expenses, and balances between group companies, which are related parties, have been
eliminated on consolidation and have not been included in this note.
Other related parties
Rockspring, a company in which David Gammon, an accesso Technology Group plc director who resigned 31 December 2020,
is a director invoiced the company in respect of director’s fees $36,394 (2019: $43,416), of which $3,693 (2019: $4,460) was
outstanding at year end within trade creditors.
At 31 December 2019 an amount of $568k has been recorded as an other debtor due from Rockspring to accesso Technology
Group plc in respect of payroll taxes and interest. Rockspring have settled this debtor during 2020.
28. Share-based payment schemes and transactions
Share option schemes
At 31 December 2020 the following share options were outstanding in respect of the ordinary shares:
Scheme
EMI Scheme
UK CSOP Scheme
UK unapproved Scheme
US Scheme
Other schemes
Long-term incentive plan
Number of shares
11,900
5,595
7,000
3,500
26,226
40,080
8,200
10,300
20,000
3,074
15,750
32,400
55,400
125,400
30,000
135,100
147,100
7,500
17,250
13,800
19,000
15,248
20,595
2,471
147,858
16,090
582,567
277,544
1,796,948
Period of Option
24 June 2013 to 24 June 2021
30 November 2014 to 29 November 2022
25 April 2015 to 25 April 2023
23 January 2017 to 22 January 2024
22 March 2020 to 21 March 2028
13 May 2022 to 13 May 2029
15 April 2018 to 15 April 2025
29 April 2019 to 28 April 2026
22 March 2020 to 21 March 2028
30 March 2021 to 21 March 2028
25 April 2015 to 25 April 2023
23 January 2018 to 22 January 2024
15 April 2018 to 15 April 2025
29 April 2019 to 28 April 2026
12 July 2020 to 21 March 2028
21 March 2021 to 21 March 2028
13 May 2022 to 13 May 2029
15 April 2018 to 14 April 2025
29 April 2019 to 28 April 2026
22 March 2021 to 22 March 2028
13 May 2022 to 13 May 2029
15 February 2018 to 14 February 2021
20 March 2018 to 19 March 2021
1 May 2018 to 30 April 2021
10 May 2019 to 9 May 2022
14 August 2019 to 13 August 2022
27 January 2020 to 27 January 2023
16 September 2020 to 16 September 2023
Price per share
179p
323.5p
600p
697.5p
775p
775p
557.5p
1105p
2270p
775p
600p
697.5p
557.5p
1105p
2270p
2270p
775p
557.5p
1105p
2270p
775p
1p
1p
1p (1)
1p (1)
1p (1)
1p (1)
1p (1)
(1) Vesting is conditional on achievement of certain market-based conditions.
102
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Share-based payment schemes and transactions (continued)
Equity-settled share option schemes
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
2020
2019
Number
1,739,279
860,111
(50,187)
(752,255)
WAEP (pence)
464.47
1.00
45.81
194.69
Number
1,376,367
865,093
(204,186)
(297,995)
WAEP (pence)
870.86
269.95
143.31
563.16
Outstanding at end of the year
1,796,948
327.77
1,739,279
Exercisable at the end of the year
Weighted average share price at date of exercise for share
options exercised during the year:
348,895
831.27
390,759
464.47
818.88
1,145.78
The exercise price of options outstanding at 31 December 2020 range between £.01 and 775p (2019: £.01 and 775p) and
their weighted average contractual life was 2.87 years (2019: 4.96 years).
The weighted average share price at the date of exercise for share options exercised during the period was 181.32p (2019:
1,145.78p). Options were granted in the period and the inputs to the model for options issued in the current period were as
follows:
Weighted average exercise price of options issued during the period (pence)
Expected volatility (%)
Expected life beyond vesting date (years)
Risk free rate (%)
Dividend yield (%)
2019
269.95
46%
2
0.73%
-
There were no share options issued in the current year, only Long-term incentives. 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.
Long-term incentive plan
During the current and prior period, the Group granted conditional share award (“Awards”) over ordinary shares of 1 penny
under the Long-Term Incentive Plan. All Awards vest three years from the date of grant, except those granted in April 2018
which have a thirty-four month vesting period, are required to be held for a further six months and are subject to certain
performance conditions.
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 award dates, number of awards granted assuming the
performance conditions are fully met, and inputs to the valuation model were as follows:
103
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Share-based payment schemes and transactions (continued)
Awards issued 2020
Awards issued
Expected volatility (%)
Expected life years
Risk free rate (%)
Dividend yield (%)
Awards issued 2019
Awards issued
Expected volatility (%)
Expected life years
Risk free rate (%)
Dividend yield (%)
16
September
2020
277,544
51%
5
0.73%
-
14 August
2019
16,090
46%
5
0.73%
-
27 January
2020
582,567
82%
5
0.73%
-
29 June
2019
72,029
46%
4
0.73%
-
10 May
2019
450,670
46%
4
0.73%
-
Refer to the remuneration report on pages 36 to 37 for a breakdown of the vesting conditions related to each Award.
29. 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
Group
Cash in hand & at bank
Company
Cash in hand & at bank
2019
$000
Cash Flow
$000
Exchange
movement
$000
2020
$000
16,205
35,760
4,390
56,355
3,780
39,508
4,402
47,690
2018
$000
Cash Flow
$000
Exchange
movement
$000
2019
$000
20,704
(4,793)
294
16,205
3,311
385
84
3,780
104
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Reconciliation of net cash flow to movements in net funds and analysis of net funds (continued)
Group net cash reconciliation
Borrowings (including capitalised finance costs)
Less: Cash in hand & at bank
Net cash
Note
22
2020
$000
(26,699)
56,355
29,656
Below we set out the breakdown of cash and non-cash movements on the Group’s borrowings:
At beginning of period
Cash flows
Drawings on loan
Repayments of drawings
Payment of finance costs
Non-cash movements
Effects of foreign exchange
Release of capitalised finance costs
At end of period
Note
22
2020
$000
15,851
10,116
-
(150)
713
169
26,699
2019
$000
(15,851)
16,205
354
2019
$000
20,224
4,802
(9,728)
424
129
15,851
105
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
30.
Leases
The Group leases commercial office space and a single warehouse. The leases typically run for periods of 10 years, with
options to renew the lease after 5 years. Lease payments are renegotiated every five years to reflect market rentals. Some
leases provide for additional rent payments that are based on changes in local price indices. No restrictive covenants exist
preventing the group from subletting properties.
The Group leases some cars and office equipment with contract terms of one to three years. These leases are short‑ term
and/or leases of low‑value items. The Group has elected not to recognise right‑of‑use assets and lease liabilities for these
leases.
Information about leases for which the Group is a lessee is presented below.
Right-of-use assets
Land and buildings
Group
$000
5,846
1,168
29
7,043
-
7
20
7,070
-
(1,320)
(8)
(1,328)
(1,461)
(85)
(30)
(2,904)
5,715
4,166
Company
$000
877
-
29
906
-
24
32
962
-
(128)
(3)
(131)
(117)
(85)
(21)
(354)
775
608
Cost
At 1 January 2019
Additions
Foreign currency translation
At 31 December 2019
Additions
Modification of lease terms
Foreign currency translation
At 31 December 2020
Depreciation
At 1 January 2019
Charged
Foreign currency translation
At 31 December 2019
Charged
Modification of lease terms
Foreign currency translation
At 31 December 2020
Net book value
At 31 December 2019
At 31 December 2020
106
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Leases (continued)
Lease liabilities
Cost
At 1 January 2019
Additions
Interest expense
Lease payments cash flow
Foreign currency translation
At 31 December 2019
Additions
Interest expense
Lease payments cash flow
Impact of lease modification
Foreign currency translation
At 31 December 2020
Group
$000
(6,122)
(1,145)
(429)
1,451
(38)
(6,283)
-
(376)
1,622
98
(14)
Company
$000
(917)
-
(44)
146
(28)
(843)
-
(37)
86
96
(24)
(4,953)
(722)
Maturity
Group
Company
Current Non current
Total
Current Non current
$000
$000
$000
$000
$000
At 31 December 2019
(1,307)
(4,976)
(6,283)
At 31 December 2020
(1,163)
(3,790)
(4,953)
(115)
(121)
(728)
(601)
Extension options
Total
$000
(843)
(722)
Some property leases contain extension options exercisable by the Group up to one year before the end of the non-
cancellable contract period. The Group assesses at lease commencement date whether it is reasonably certain to exercise
the extension options and builds this into the right of use asset and liability calculation. The Group reassesses whether it is
reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its
control.
Contractual minimum lease payments
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be paid
after the reporting date for the group and company:
Lease liability maturity
Up to 3 months
Between 3 and 12 months
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
107
Group
2020
$000
Company
2020
$000
439
1,016
1,369
2,869
-
5,693
66
88
177
485
-
816
accesso Technology Group plc
Notes to the consolidated financial statements (continued)
for the financial year ended 31 December 2020
Leases (continued)
The following table sets out a maturity analysis of short term and low value lease payments not treated as finance leases,
showing the undiscounted lease payments to be received after the reporting date for the group and company.
Short term and low value leases
Up to 3 months
Between 3 and 12 months
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Group
2020
$000
Company
2020
$000
2
6
7
6
-
-
-
-
When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments
using its incremental borrowing rate at 1 January 2020. The weighted average rate applied is 6.67%
31. Post balance sheet events
On 12 February 2021 the Long-Term Incentive Plan performance conditions were approved by the Remuneration Committee
for the Chief Executive Officer and Chief Financial Officer in respect of the 582,567 and 154,422 awards issued to them on
27 January 2020 and 16 September 2020 respectively. The performance conditions are expected to reduce the fair value of
the awards and will be accounted for as a modification, cumulatively reducing the share-based payment charge in 2021
following an expert’s fair value computation of the awards. See further detail in the Directors’ Remuneration Report for the
conditions of the awards on page 37.
On 19 March 2021 the Group settled its two drawn borrowing facilities with Lloyds of £13.2m and $8.9m and refinanced its
loan facilities with Investec Bank PLC; entering into a 3 year £18m Coronavirus Large Business Interruption Scheme revolving
credit facility. The draw down on the new facility is subject to securing charges over our US subsidiary entities, a process
which is expected to complete by 2 April 2021. The facility is subject to quarterly covenant tests on minimum revenue and
minimum liquidity for 2 years to December 2022; from March 2023 additional covenants are added for leverage and interest
cover. Key terms of the refinancing arrangement are included in note 22 Borrowings on page 100.
108