Preliminary Results

RNS Number : 5245F

Accesso Technology Group PLC

22 March 2022

 

22 March 2022

accesso ®Technology Group plc

("accesso" or the "Group")

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2021

Record revenue and profit as technology demand surges in our industry

accesso  Technology Group plc   (AIM: ACSO), the premier technology solutions provider to leisure, entertainment and cultural markets, today announces preliminary results for the year ended 31 December 2021 ('2021').

Commenting on the results, Steve Brown, Chief Executive Officer of accesso, said:

"Accesso's performance during 2021 was simply outstanding. We delivered record revenue and record profit during another challenging year in our end markets as they continued to recover at varying levels through the year. 

Our confidence in our future growth trajectory has never been stronger as we recognise the significant uptick in demand for technology across all leisure sectors. Digital solutions are now an operational necessity as consumers expect a mobile-first experience in every aspect of their lives. Operators are also increasingly looking to gain efficiency, reduce labour expenses and optimise revenue via digital transformation. With our strong and well-established range of mobile-centric solutions across ticketing, virtual queueing, guest experience and personalisation, we believe we are the best platform available for any venue operator as evidenced by our remarkable success in 2021 and the shape of our new business pipeline for the year ahead.

In the near term, we'll invest squarely behind this increased level of demand to secure the long-term, repeatable revenue during the crucial adoption phase. We will also see a welcome return to more normal operations and full staffing levels which will support the growing demand for our solutions and allow for continued innovation."

2021 Financial highlights

		2021		2020		Vs 2020	2019 (4)		Vs 2019
		$000		$000			$000
Revenue		124,794		56,094		122.5%	117,182		6.5%
Cash EBITDA (1)		28,138		(11,450)		345.7%	7,141		294.0%
Statutory profit/(loss) before tax		12,110		(32,862)		136.9%	(57,581)		121.0%
Net cash (2)		64,050		29,656		116.0%	354		17,993.2%
Adjusted basic EPS (cents) (3)		61.10		(60.64)		200.8%	30.78		98.5%
Basic earnings per share (cents)		53.39		(84.78)		163.0%	(184.26)		129.0%

Footnotes:

(1)	Cash EBITDA: operating profit before the deduction of amortisation, depreciation, acquisition costs, deferred and contingent consideration linked to continued employment, and costs related to share-based payments less capitalised development costs paid in cash as per the consolidated cash flow statement (see reconciliation in financial review).
(2)	Net cash is calculated as cash and cash equivalents less borrowings (see reconciliation in financial review).
(3)	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 and share-based payments, net of tax at the effective rate for the period on the taxable adjusted items (see note 9).
(4)	2019 is included as a comparative period due to the exceptional impact of COVID-19 on the 2020 results, representing a period without disruption from COVID-19.

·	Revenue of $124.8m represents a Group record and was up 6.5% compared to our pre-pandemic 2019 level despite COVID-19 related interruption in certain markets during the year. This included closures in certain geographies and parks not yet returned to full capacity. Live entertainment encountered significant disruption and is now demonstrating a recovery in the first few months of 2022. Our result was significantly ahead of our initial 2021 guidance.
·	Cash EBITDA  (1)   was a record $28.1m for the year, 294.0% greater than the $7.1m in 2019. This was driven by 6.5% revenue growth at a higher gross margin due to changes in the product mix; improved productivity from the structural realignments implemented during 2020; and a challenging recruitment environment which impacted our ability to hire at our desired pace and resulted in depressed staff costs even as our revenue rapidly recovered. We are now fully staffed, however new positions will be opened as we continue to invest in our product and also support securing the long-term, repeatable revenue opportunities given this increased demand for our solutions.
·	Statutory profit before tax of $12.1m was enabled by the Group's strong cash EBITDA performance. The measure further benefits from acquisition related amortisation, development cost amortisation and impairments reducing by $5.0m relative to 2020 and the reversal of intangible impairments of $1.7m from 2019. Whilst not at the same level, we anticipate further amortisation savings in the near term in the absence of any acquisition activity.
·	Net Cash (2) was $64.1m at the year-end, up $34.4m on 2020, reflecting a very strong year of cash generation. Cash EBITDA of $28.1m was the key driver, along with our continued focus on strong working capital management. We move into 2022 with significant surplus cash on hand to invest in growth, no debt and access to undrawn debt facilities.
·	Adjusted Basic EPS  (3)   of 61.10 cents per share represents the best in the Group's history and is driven by our record profitability. Our EPS measures have benefited from a credit of $12.6m of prior year US tax losses and tax credits, unrecognised in 2020, being recognised in 2021 due to the Group's profit in the period and its ability to forecast consistent profitability.
2021 Operational & Strategic Highlights
·	Capitalising on substantial demand: We are capturing surging demand in our markets. In total we signed 50 new venues and 64 eCommerce deals in 2021. Customers are also extending our agreements, with 21 of our accesso Passport® customers renewing their contracts in 2021.
·	Increased utilisation of our solutions: The Group delivered record volumes during the year with accesso Passport processing 96.1 million tickets and reservations, a 69.4% increase in volume relative to 2019. Our accesso LoQueue® solution delivered a 73.5% increase in guest conversion relative to 2019, with 5.9% of park guests purchasing an accesso LoQueue product compared to 3.4% in 2019, despite a 27.7% reduction in park attendances levels relative to 2019 on a like-for-like basis.
·	Innovation driving further success: Record virtual queuing performance with significant adoption at Six Flags Entertainment Corporation ("Six Flags") of our Qsmart solution with a further nine deployments at their venues. We won 21 combination customers with our complementary solutions in 2021, well ahead of any other prior year in the Group's history. The cross-sell between accesso Passport and accesso SiriuswareSM was particularly strong in 2021. New services like The Experience EngineTM (TE2)  Food & Beverage capabilities are also gaining traction. Pre-sales for accesso Passport end-to-end solution began in 2021.
·	Industry focus driving increased success: We have seen strong demand in ski areas, with 78% of our accesso Passport renewals in 2021 coming from our ski customers. Reduced restrictions on outdoor activities saw some of our North American ski customers open for the full season in 2021, boosting our results with some of their best trading years.
·	Strategic enterprise-wide contract renewals completed in December 2021: Extended partnerships with Merlin Attractions Operations Ltd. ("Merlin"), and Six Flags, demonstrate that accesso has adapted effectively and continues to provide valuable support to our client base.
2022 Outlook & Guidance
·	Strong start to 2022: Our trading volumes for January and February are encouraging with accessoPassport ticket volume for North American double that of 2019 as we begin to benefit from a significant number of customers onboarded during the past 2 years and increasing customer appetite for a leading-edge eCommerce solution. The removal of COVID-19 restrictions in many parts of the world has had a positive impact, particularly on our live entertainment business, and we expect our product mix and gross margin to be more consistent with pre-COVID levels in 2022. Whilst we remain cognisant of the relatively early stage in the year, the impact of tiered pricing at higher volumes and revised terms related to enterprise renewals, we are cautiously optimistic about another year of good progress.
·	Expected increases to cost base: The number of open positions at the beginning of 2022 is significantly less than the same period last year. As previously communicated, this, combined with the overall industry pressure on wages, is expected to result in an increase in our cost base as we return to normal staffing levels.
·	Continued build of cash reserves: We expect another cash generative year, building on top of a year-end cash balance in excess of $60m.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain

***

The Company will be hosting a presentation for analysts at 1300 UK time today. Analysts and institutional investors are also able to request a copy of the presentation and audio webcast conference details by contacting [e-mail]. A copy of the presentation made to analysts will be available for download from the Group's website, shortly after the conclusion of the meeting.

accesso Technology Group plc Steve Brown, Chief Executive Officer Fern MacDonald, Chief Financial Officer		[phone]
Numis Securities Limited (Nominated Adviser and Sole Broker) Simon Willis, Hugo Rubinstein		[phone]
FTI Consulting, LLP  Matt Dixon, Adam Davidson		[phone]

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 29 countries around the globe, accesso's solutions help our clients streamline operations, generate increased revenues, improve guest satisfaction and harness the power of data to facilitate business and marketing decisions.

accesso stands as the leading technology provider of choice for tomorrow's attractions, venues and institutions. 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.

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 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.

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 .

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Chief Executive's statement

I am thrilled with accesso's performance in 2021. We worked hard to stay resilient through the pandemic's most severe impacts on our industry and we have emerged stronger than ever. I continue to be inspired by the optimism, creativity and dedication of our team, which has outperformed my expectations through the year. To the entire accesso organisation, I offer my deep thanks for a job well done.

Reflecting on our performance, I am proud of the difficult decisions we made early in the pandemic to reshape and redirect our operation to prepare accesso for a more successful future. This process wasn't always easy for the team, but it was necessary, and we are now seeing the results. We made a concerted effort to refocus our business to operate with higher value output while focusing more directly on the needs of our end markets. Furthermore, with early signs of increasing demand, we allocated resources to handle the rising utilisation of our solutions by existing customers and to capture the sales pipeline demand from new ones.

We are now operating a more purpose-driven operational platform with less duplication, more accountability and with resources deployed more effectively for growth. For example, we have a unified group of engineers working solely on eCommerce across the Group, and we have operational teams dedicated to driving growth in increasingly important segments of our market like the ski industry. Overall, we are more efficient, more targeted, and more productive. The adjustments we've made are paying off, and the evidence is clear in our financial results.

In terms of pandemic recovery, the theme park, water park and ski sectors began a fairly robust rebound across the year, with attendance levels toward year end approaching 2019 levels. However, the significant Live Entertainment segment of our business remained challenged for much of the year. Activity from theatres, fairs and festivals in the US and Canada reached 2019 levels mid-year, however in our key UK market the recovery pace was slower and was significantly affected by the Omicron variant in December.  Despite the mixed pace of recovery across the segments we service, we delivered revenue growth of 6.5% on our 2019 level. Propelled by significantly higher technology utilisation in the theme park sector and the benefit from a significant number of new customers as well as compelling growth within ski sectors, we exceeded pre-pandemic revenues even with significantly impacted volumes from our live entertainment focused solutions.

The significantly higher utilisation of our solutions by both venue operators and their visitors is a clear indication that the relationship with technology in our end markets has undergone a fundamental change. Bearing in mind, a significant portion of our revenue is transaction based and we are confident this new level of engagement with our technologies is here to stay.  Many guests who before purchased tickets at the front entry or food at the restaurant counter are now mobile users. Guests that previously utilised our virtual queuing solution via a wearable device are now doing so via their smartphone. Operators have seen our technology transform the quality of their experience, deliver greatly enhanced revenues, and lower their operating costs. They are never going back.

With the market coming towards us and our business ready to grasp the opportunity, now is the time to push forward to maintain our leadership position in the marketplace and go for growth. We need to continue scaling accesso to capture the full opportunity we see ahead of us, and that means continuing to invest in results-focused product innovation, sales teams, our support operation and our broader team behind all of them. As we do this and lean into this newfound level of demand, we expect revenue growth to continue. We'll also remain a more profitable business than we were before the pandemic as our development efforts are closely correlated to targeted, measurable results. 

My confidence in the outlook for accesso is reinforced by the start we have made to 2022. We begin the year having renewed and expanded important customer relationships with Merlin and Six Flags, and with a robust sales pipeline. Overall, we have entered the new year with our team aligned behind our plan and a high demand for our solutions across the marketplace. With a strong cash balance and zero debt, accesso has never been better positioned for the future. We're relishing the task of delivering another strong year of results in 2022.

2021 in review

Innovation driving technology adoption

Our end-markets saw a strong recovery through 2021 as most large-scale visitor attractions, including theme parks, museums, and ski resorts moved towards pre-pandemic attendance slightly earlier than we had anticipated. Many of these used accesso solutions to facilitate their re-openings by leveraging accesso's reservations functionality to manage capacities and requiring all visitors to pre-purchase tickets online; our transaction-based model benefited from this increased utilisation. Whether through virtual queueing, online ticketing, contactless payments, or other in-venue purchasing, accesso has enabled operators to digitise their interactions with guests more than ever before.  Although portions of this activity are not expected to repeat as operations continue to normalise, the overall step-function increase in online buying and mobile-first approach from operators is here to stay.

During 2021 we saw our Virtual Queueing offerings gain increasing traction in the marketplace. Key operators continued to increase their queuing footprint with us, with Six Flags deploying our Qsmart mobile service to nine parks, allowing visitors to purchase and utilise the service from their own device versus obtaining a wearable band at the park. Our virtual queuing strategic priority is to migrate all customers to our Qsmart mobile capabilities and limit use of the accesso   Prism wearable device to situations like waterparks where they are more necessary. Allowing the visitor to subscribe to the service via their own smartphone at any point of their visit, from anywhere in the venue is a game changer in terms of sales penetration and operational efficiency via reduced labour.

We saw six new queuing implementations in 2021, alongside 3 million rides enabled in our two 100% virtual queuing properties. Another venue, Parc Asterix in France, has taken on Qsmart as a premium service after having adopted 100% virtual queuing on a temporary basis through the pandemic. Palace Entertainment upgraded to our accesso Prism wearable solution in two waterparks. Zoombezi Bay, a large waterpark in Ohio, also upgraded to accessoPrism.

Our accesso Passport ecommerce solution saw volumes up 69.4% in the year relative to 2019, with 96.1 million tickets and reservations sold online against 35.1 million in 2020 and 56.7 million in 2019. Crucially, 66.0% of the volume was sold via mobile. With capacity restrictions still in place for many venues, reservations became an essential component of capacity management for guests with Season Passes or Memberships, resulting in 20.4 million reservations in 2021 compared to just 3.6 million in 2020. We do expect the number of reservations in our system to fall back somewhat as mandated capacity limitations recede, however the rapid growth in reservations is an important proof-point for the adaptability and flexibility of our platform when it comes to the rapid deployment of innovation to support new customer paradigms. We have also observed some customers maintaining reservation requirements well beyond the regulatory capacity limitation period to continue the improved efficiency and operational success they realised during the restrictive period.

After a difficult 2020 related to the near-total shutdown of London's West End theatre market, this year we saw a gradual recovery in volumes for Ingresso, most notably towards the end of H2. This positive trajectory was interrupted by the emergence of the Omicron variant in December which resulted in significant refund activity.  In the background as we awaited the recovery period for Ingresso, efforts continued to expand distribution opportunities and prepare to capture the uptick in demand as the theatre business returns. Beyond theatre, we have worked hard to integrate Ingresso more broadly into our portfolio to diversify its inventory offering. In the year, Ingresso signed up 15 new distributors and 54 new suppliers, bringing the totals to 88 and 436 respectively. We are also realising significant adoption of our Ingresso distribution platform by accesso Passport customers, resulting in nearly 1.4 million tickets sold in 2021. 

Another major part of our innovation story has been our new TE2 Food and Beverage capability, which has continued to gain traction with our customers as well as notable interest across our end markets.  Shifting Food and Beverage order-taking to a self-service model has become a key priority as operators look to capture maximum in-venue spending and operate with less labour.  Operators have reported double digit percentage increases in guest check size when ordering via their mobile device versus placing the order with an attendant. With the majority of major Food and Beverage systems built for operation by an attendant, mobile capabilities, and particularly those with the unique features needed by venue operators like theme parks and ski resorts, are limited.  Due to accesso's long-standing expertise in high-volume online ordering and revenue optimisation, we are well-positioned in this newly emerging space. 

Capitalising on substantial demand

Importantly, alongside a recovery in normal trading, we have seen higher-than-anticipated demand in our sales pipeline driven by an acceleration in the shift to mobile commerce resulting from the broader realignment of consumer behaviour through the pandemic. The action we have been taking to capture this increased demand has enabled us to secure 50 new venues and 64 eCommerce deals in 2021. But winning customers is only part of the story. We have also proven ourselves supportive, trustworthy and innovative partners to our existing base and our relentless focus on customer success has seen us renew 21 of our accesso Passport customers in 2021 including our global agreement with Merlin as well as the continuation of our agreement with Six Flags where they opted not to exercise their early termination rights.

Success with joint solution deployments

Over the past year we continued our strategy to deliver innovative solutions that encourage cross-selling across our product set. We are already seeing customer demand for this improvement coming through, with 20 of our 21 combination clients in the year adding accesso Passport to accesso Siriusware. These 21 combination wins take on real significance when set against the 39 total combination wins for the business prior to last year. This is a clear area of focus for the business and one with significant traction.

With the increasing number of customers utilising accesso Passport eCommerce alongside accesso Siriusware, we prioritised and invested in improvements in the connectivity between these two systems. With a new, more robust API Gateway, we dramatically increased data throughput between the systems which is significantly improving operational performance and reliability. We also developed a product catalogue synchronisation process allowing product/ticket setup data from accesso Siriusware to be passed to the accesso Passport without manually re-keying the information for each item.

Looking ahead, we are now in the process of integrating CyberSource into the accesso Siriusware point-of-sale system, with release scheduled for Spring 2022. This added functionality will allow combination clients to access consolidated credit card processing and management in one platform.

Industry focus driving increased success

A significant portion of the integration between our products is happening in our ski Industry customer base, where we have a substantial strategic focus. Our performance in this area was strong during 2021, benefiting from the fact that outdoor activities remained, relatively speaking, open to the public in the last year. Of the 75.7 million tickets sold through our accesso Passport eCommerce platform during 2021, 3.0 million were derived from our ski customers, up from 1.1 million in 2020.

The ski market delivered 78% of the Group's accesso Passport customer renewals during the year, and around 30% of our ski clients utilise accesso Passport and accesso Siriusware together. Many of our ski clients also upgraded to accesso   Siriusware 5.0 during 2021, with a good pipeline for continued upgrades building into 2022.

Technology, operational and security infrastructure

We continue to invest in technology improvements across our product set to ensure our customers have the highest-quality offerings to meet their needs. We are evolving our accesso Passport platform, making significant progress on the 2022 project to bring updated web standards to our user interface and refresh all the platform's other user elements. We have also completed an initial version of a templating tool called Passport Configurator, a web-based tool for the rapid deployment of the accesso Passport eCommerce application and a multitude of related services. This will reduce the involvement of our engineering staff in new client provisioning and empower customers to take more ownership of their accesso Passport deployments.  A new automation framework for the efficient testing and quality assurance of our applications has been implemented and we completed our annual IT security audit successfully. Finally, we fully completed the migration of accesso Passport to Amazon Web Services across all regions.

Operationally we have further consolidated internal systems used for workflow management and source code storage and now leverage the same solutions across the Group which enables greatly improved communication and efficiency, whilst reducing the number of systems to maintain and secure. 

Although we do not outline the specifics of security improvements we have made across the year, we have continued to make significant investment to ensure our systems are protected and secure. Measures including multi-factor authentication and those related to remote working have been key priorities.

Our people

Through 2021 we rebuilt our workforce and re-established our growth culture. We recruited and onboarded 177 new hires (excluding seasonal staff) in the year and completed an engagement survey with 96% participation. Our overall score was a strong 4 out of 5, with our COVID pandemic response score reaching an even stronger 4.4 out of 5.

Our focus on improving employee engagement is helping us to retain talent and reduce turnover in the highly competitive market.  With our engagement survey results in hand, we have addressed ideas and concerns raised by the team across a variety of areas including health benefits, compensation and working environment. 

Our efforts to boost the diversity and inclusion within our accesso team also continued strongly, with unconscious bias training rolling out globally and the kick-off of a partnership with the US National Diversity Council to assist in developing our Diversity, Equity and Inclusion plan and goals for the future. We remain an organisation totally committed to helping our people flourish and look forward to building on our credentials in this area in the years to come.

As pandemic restrictions are pared back, we are eager to help our people to maintain the elements of the new ways of working that enable and motivate them. As a result, mid-year we shifted to a Global Remote Working policy allowing the option for our team to select to work fully from home or split their time between a local office and home. Whilst we continue to operate at remote status for the majority of our team, we expect to reopen offices in the first half of 2022 and welcome more staff back into our offices.  We also placed significant focus on the new cultural dynamics faced as a result of remote working and initiated a range of remote based employee activities. As part of this initiative, we welcomed numerous guests across the year to virtually share their experiences and insights as part of our accesso Speaker Series including experts on creativity, diversity & inclusion and radical product thinking.  At the start of 2021, we set a Group goal to realize turnover of less than 20%; we reached this goal with a turnover rate of 18% on the year.

Outlook and guidance

accesso has made a strong start to the 2022 financial year, with trading volumes in January and February providing an encouraging basis for this year's performance. In North America, our accesso Passport ticket volumes were double what we saw in the first two months 2019. This robust performance continues to be supported by the removal of COVID-19 restrictions across the world as well as the benefit from a significant number of customers onboarded during the past 2 years and increasing customer appetite for a leading-edge eCommerce solution. Markets segments which have been slower to recover, like Live Entertainment, are now ramping up, and we expect our product mix to be more consistent with pre-COVID levels in 2022. Whilst we remain cognisant of the relatively early stage in the year, the impact of tiered pricing at higher volumes and revised terms related to enterprise renewals, we are cautiously optimistic about another record revenue year. 

As we work to capture high levels of demand we are scaling our workforce back to normal levels. At the outset of 2022 we have filled most of the positions we had outstanding in 2021, and as previously communicated, the overall upward industry pressure on wages is expected to result in an increase in our cost base as we return to normal staffing levels.

With continued growth in revenue, we expect to deliver another cash generative year, building on top of a year-end cash balance in excess of $60m.

Steve Brown

Chief Executive Officer

21 March 2022

Financial review

Commenting on the results, Fern MacDonald, Chief Financial Officer of accesso, said:  

"We are extremely proud of our final results with 2021 representing a landmark year for accesso as we delivered record performance across all our key metrics. We move into 2022 with a strong balance sheet, a motivated team and a hugely exciting market opportunity. The technology-based solutions for ticketing, virtual queuing and food & beverage provided by accesso are now firmly the expectation of consumers across our key markets." 

Financial overview

During 2021 the Group delivered a record financial performance in all key metrics as COVID-19 restrictions eased in our markets. Both revenue and cash EBITDA performance were well ahead of our initial expectations.

Our customer venues began to reopen at full scale during the early parts of 2021. As a result, we benefited from high consumer demand and a continued shift to purchasing in advance and online through our platforms. The deep customer relationships built throughout the pandemic enabled us to hit the ground running during 2021 and capture the significant uptick in demand for our products.

The cost actions and structural realignment undertaken during 2020 enabled the Group to be more operationally effective whilst driving higher levels of profitability and cash generation. During 2021 the Group had a number of open positions but made excellent progress in the year towards filling these positions in a difficult market. Headcount did not scale as quickly as our revenue activity due to a highly competitive job market and our selective approach to hiring. This benefited cash EBITDA for the year and staff costs will increase in 2022 as we see the full year impact of those hires as well as continuing the investment in our workforce to drive growth.

We have largely assessed the performance of 2021 against 2019 due to the impact of the pandemic on 2020. Whilst we provide 2020 comparators in the tables presented below, we draw more meaningful and valuable analysis against 2019. 

Key performance indicators and alternative performance measures

The Board continues to utilise consistent alternative performance measures ("APMs") internally and in evaluating and presenting the results of the business. The Board views these APMs 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 and are defined as follows:

·	Cash EBITDA is defined as operating profit before the deduction of amortisation, impairment of intangible assets, depreciation, acquisition costs, deferred and contingent consideration linked to continued employment, and costs related to share-based payments and paid capitalised internal development costs;
·	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 and share-based payments, net of tax at the effective rate for the period on the taxable adjusted items;
·	Net cash is defined as available cash less borrowings;
·	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. This measure is to identify and trend the underlying administrative cost before these items; and
·	Repeatable revenue consists of transactional revenue from Virtual Queuing, Ticketing and eCommerce and is defined as revenue earned as either a fixed amount per sale of an item, such as a ticket sold by a customer or as a percentage of revenue generated by a venue operator. Normally this revenue is repeatable where a multi-year agreement exists and purchasing patterns by venue guests do not significantly change. Other repeatable revenue is defined as revenue, excluding transactional revenue, that is expected to be earned through 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.

The Group considers cash EBITDA, which disregards any benefit to the income statement of capitalised development expenditure, as the principal operating metric.

Key Financial Metrics

Revenue

Group revenue of $124.8m (2020: $56.1m; 2019 $117.2m) represents a record for the Company and 6.5% growth on 2019 despite COVID-19 related interruption in certain markets during the year. Throughout 2021 we have seen customers increasingly engaged with utilising our technologies to address challenges such as capacity restrictions, physical queues and difficulties in securing staff. Our touchless technologies and ability to drive eCommerce ahead of visitation reduces labour-intensive point-of-sale models and delivers an enhanced guest experience. These technology-based solutions are now the expectation of consumers across our key markets.  We set out details of our revenue by segment, geography and repeatable to non-repeatable analysis below.

Revenue on a segmental basis was as follows:

	2021		2020		2019		Vs 2019
	$000		$000		$000		%
Ticketing	65,877		36,603		58,237		13.1
Distribution	10,053		1,363		21,097		(52.3)
Ticketing and distribution	75,930		37,966		79,334		(4.3)
Queuing	32,888		8,348		25,208		30.5
Other guest experience	15,976		9,780		12,640		26.4
Guest experience	48,864		18,128		37,848		29.1
Total revenue	124,794		56,094		117,182		6.5

Ticketing and Distribution revenue was 4.3% down on 2019, despite a 13.1% increase in ticketing, due to revenue reductions experienced in the lower margin distribution business. The distribution business continues to be largely dependent on the UK theatre sector and was significantly impacted by mandated restrictions and disruption throughout the first 6 months of the year and in December 2021. As a result, revenues were down 52.3% on 2019. Ticketing delivered an excellent performance due to the Group's accesso Passport eCommerce solution, a high margin transactional revenue stream which delivered 41.5% revenue growth on 2019.

During 2021 the Group went live with 64 new eCommerce ticketing clients compared to 37 during 2020. We continue to identify a shift in consumer and attraction behaviour towards pushing sales online, significantly benefiting both accesso and its customers as spend per guest increases, operational costs are reduced, and we gain additional insight into consumer behaviour through data. 

Guest Experience delivered revenue growth of 29.1% on 2019. Our accesso LoQueue solution's transactional-based queuing products saw a period of significant demand despite park attendance being 27.7% down on comparable parks in 2019 due to COVID-19 related disruption to opening schedules and capacity restrictions at certain points during the year.  Park guests purchasing an accesso LoQueue product at venues increased to 5.9% compared with 3.4% in 2019. Consumer appetite for virtual queuing has increased significantly and this has been further enabled by our Qsmart web-based virtual queuing app helping to drive customer penetration and basket size. During 2021 we implemented our Qsmart technology across a further 10 theme park venues with 84.2% of the parks we serve now using our web-based virtual queuing app. During 2021 we saw record transactional queuing volumes, several successful pilots for virtual queuing solutions, significant enhancement to existing customers' virtual queuing offerings and implementations at non theme park attractions. This demonstrates that both our customers and end consumers are embracing accesso technology. The Experience Engine business delivered a solid performance, with revenues up 25.6% on 2019 due to continued confidence in the bespoke professional services offerings, with large customers in the ski, theme park and cruise ship markets using our services.  

Revenue on a geographic and segmental basis was as follows:

	2021			2020			2019
Primary geographic markets	Ticketing and Distribution	Guest Experience	Group	Ticketing and Distribution	Guest Experience	Group	Ticketing and Distribution	Guest Experience	Group
	$000	$000	$000	$000	$000	$000	$000	$000	$000
UK	14,939	2,179	17,118	4,380	848	5,228	25,500	2,047	27,547
Other Europe	1,443	1,808	3,251	1,177	649	1,826	1,859	2,185	4,044
Australia/South Pacific/Asia	3,219	1,318	4,537	1,663	750	2,413	2,942	768	3,710
USA and Canada	55,344	43,338	98,682	30,014	15,739	45,753	45,987	32,668	78,655
Central and South America	985	221	1,206	732	142	874	3,046	180	3,226
	75,930	48,864	124,794	37,966	18,128	56,094	79,334	37,848	117,182

Our USA and Canadian based customers delivered a 25.5% increase in revenues on 2019 with excellent performance across multiple market verticals, despite attractions in the state of California being shuttered through April 2021. The exception to this strong performance was live entertainment which continues to recover toward pre pandemic revenue levels.

Selling our eCommerce accesso Passport solution into the USA and Canadian ski market continues to be one of the Group's medium-term strategic priorities. In 2021, 16 customers adopted eCommerce in this market to excellent mutual benefit, helping to drive incremental revenues to our Ticketing and Distribution segment. At 31 December 2021 approximately one third of our ski customers also use accesso Passport.

Despite a difficult start to 2021, our live entertainment customers in the USA have shown encouraging volumes from June 2021 onwards, finishing the year 24.5% behind 2019. This was largely due to disrupted trading during the first half of the year. We also went live with 28 accesso ShoWare^SM new customers during 2021 (29: 2020).

In the UK, outdoor attractions reopened from April 2021 and demonstrated encouraging transactional volumes for the year. Live entertainment remained closed for the majority of the first half of 2021, opening with partial capacities from May 2021 and then at full capacities from July 2021, delivering encouraging volumes through November. The key month of December for UK based live entertainment was impacted by Omicron disruption with many shows being cancelled at short notice, these conditions resulted in a significant revenue reduction of $11.0m compared to 2019 in our Ingresso business. Other European countries mandated countrywide closures during April and May 2021 while Central and South America experienced a number of restrictions throughout the year that significantly hampered their ability to trade, resulting in both these regions underperforming relative to 2019.

Australia, Asia and the South Pacific was able to deliver revenues of $4.5m, up from $3.7m in 2019. The Australian region saw excellent performance from accesso LoQueue, accesso Passport and TE2, despite Australia being in a state-wide lockdown from July to October 2021. Whilst the impact was minimised due to this period coinciding with the region's off-peak season, it significantly impacted volumes during that 4-month period.

Revenue quality

	2021		2020		2019
	$000		$000	%	$000		%
Virtual queuing	32,888		7,407	344.0	24,687		33.2
Ticketing and eCommerce	58,537		23,157	152.8	60,909		(3.9)
Reservation revenue	4,073		726	461.0	-		100
Transactional revenue	95,498		31,290	205.2	85,596		11.6
Maintenance and support	7,281		7,711	(5.6)	8,742		(16.7)
Platform fees	2,592		2,263	14.5	1,149		125.6
Total repeatable	105,371		41,264	155.4	95,487		10.4
Licence revenue	2,162		2,322	(6.9)	3,496		(38.2)
Professional services	13,469		9,954	35.3	14,787		(8.9)
Non-repeatable revenue	15,631		12,276	27.3	18,283		(14.5)
Hardware	2,704		1,493	81.1	2,499		8.2
Other	1,088		1,061	2.5	913		19.2
Other revenue	3,792		2,554	48.5	3,412		11.1
Total revenue	124,794		56,094	122.5	117,182		6.5
Total repeatable as % of total	84.4%		73.6%		81.5%

The above is an analysis of the Group's revenue by type. Transactional revenue consisting of Virtual Queuing, Ticketing and eCommerce is defined as revenue earned as either a fixed amount per sale of an item, such as a ticket sold by a customer or as a percentage of revenue generated by a venue operator. Normally this revenue is repeatable where a multi-year agreement exists and purchasing patterns by venue guests do not significantly change, as they did in 2020 as a result of the pandemic. Other repeatable revenue is defined as revenue, excluding transactional revenue, that is expected to be earned through each year of a customer's agreement, without the need for additional sales activity, such as maintenance and support revenue. Repeatable revenue has grown as a percentage of overall revenue to 84.4% (2020: 73.6%, 2019: 81.5%). Non-repeatable revenue is revenue that occurs one-time (e.g., up-front licence fees) or is not repeatable based upon the current agreement (e.g., billable professional services hours) and is unlikely to be repeatable without additional successful sales execution by accesso. Other revenue consists of hardware sales and other revenue that may or may not be repeatable with limited sales activity if customer behaviour remains consistent.

The Group's transactional revenue streams delivered an exceptional performance during 2021 to $95.5m, up 11.6% on a normal period of trading represented by 2019. This was despite some disruption across our geographies at various points of the year as well as the continued impact of the pandemic on the live entertainment industry globally.

Demand for ticketing eCommerce and virtual queuing products has been extremely high during the year despite regionalised restrictions, owing to an increased appetite for technology-based solutions. We have also benefited from latent demand and a shift in consumer behaviour to purchasing online. This has been welcomed by our attraction operators as it enables them to manage and monitor capacities, remove physical queues, reduce labour costs at payment terminals, maximise basket size and gain deeper consumer insights. During the year we have derived transactional revenue of $4.1m from online reservation fees which we do not expect to recur at the same level in future periods.

Professional services revenue performed ahead of our budget and 2020, a credit to our exceptional team which continued to deliver excellent bespoke solutions to the ski, cruise and attractions markets. Levels are 8.9% below the 2019 year which included some significant custom development projects. Our platform revenues continue to benefit from this bespoke development work whereby professional service customers have taken up repeatable platform fees for hosting food and beverage mobile apps. Platform revenues grew to $2.6m, above 2019 and 2020. We have seen increased demand for contactless technology such as our mobile food and beverage apps which both reduce physical contact points and help our attraction operators to remove labour costs. 

The period also benefited from $2.7m of hardware sales following a $1.4m sale of Prism 2 wristbands which helped us deliver accesso LoQueue transactional revenue. Hardware sales also included equipment related to the addition of 24 new implementations for attractions utilising our accesso Siriusware point of sale systems.

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, server costs linked to the delivery of revenue, previously shown within administrative costs have been reclassified to cost of sales in 2021.

The Group's reported gross profit margin of 77.2% is an improvement on 73.8%% and 72.1% achieved in 2020 and 2019 when adjusted for $1.6m and $1.2m of server costs to aid comparability respectively.  This 5.1% gross margin increase is largely a result of the change in sales mix compared with 2019. Our lower margin distribution business represented just 2.5% of our gross profit compared to 5.1% in 2019 while higher margin streams such as virtual queuing, ticketing and eCommerce, maintenance and support and platform fees are proportionately greater. The accesso LoQueue solution generated an improved margin of 71.6%, compared to 63.6% in 2019, this was partly due to some labour shortages at points in the year but more importantly a number of our larger theme park customers adopting our virtual queuing web app, instead of our hardware wrist device, which can be delivered at improved gross margins.

Administrative expenses

Underlying administrative expenditure increased by 23.3% to $69.7m on 2020 due to a combination of factors; the most significant being the Group's headcount increasing from 458 to 513 (excluding seasonal staff).  The Group recruited heavily during the year to capture the available revenue opportunities in a highly competitive job market where salaries have also increased significantly in the technology sector. During 2020, the Group implemented temporary cost reduction plans with staff working four-day weeks, following the onset of the pandemic in April 2020, with staff returning to full work schedules by the end of 2020. Furthermore, we have experienced a very gradual return in the second half of the year of typical activities such as trade shows and business travel, albeit still at very low levels across the whole year.

Reported administrative expenses increased 13.0% to $82.9m in 2021 but remained 6.1% lower than 2019, excluding the $53.6m impairment of intangibles. Share-based payment costs increased on 2020 to $2.5m, reflective of key management incentive arrangements being granted in both 2020 and 2021 and an all-other staff share-based payment award granted in July 2021.

During the year the Group also took action to rationalise its property leases and did not renew property leases when they expired in San Diego, London, Sydney, Belfast, Sao Paulo and Annapolis, resulting in a $268k reduction in property lease payments in 2021 relative to 2020. On an annual basis we expect this to save the Group $0.5m in property lease payments.

No government assistance has been received during 2021 or beyond.

	2021		2020		2019
	$000		$000		$000
Administrative expenses as reported	82,872		73,339		141,906
Capitalised development expenditure (1)	720		2,969		21,064
Deferred equity-settled acquisition consideration	-		(150)		(1,416)
Amortisation related to acquired intangibles	(2,371)		(2,573)		(11,286)
Share-based payments	(2,490)		(1,398)		(1,845)
Amortisation and depreciation (2)	(12,183)		(14,664)		(16,014)
Property lease payments not in administrative expense (1)	1,408		1,622		1,451
Reversal of impairment /(impairment of) intangibles	1,707		(2,627)		(53,617)
Professional services cost (3)	-		-		(6,723)
Underlying administrative expenditure	69,663		56,518		73,520

(1)	See consolidated cash flow statement.
(2)	This excludes acquired intangibles but includes depreciation on right of use assets.
(3)	The 2019 underlying administrative expense has been adjusted for professional service costs incurred in the delivery of professional services to be comparable with 2021 and 2020.

Cash EBITDA

The Group delivered record cash EBITDA for the year of $28.1m, a $21.0m increase from $7.1m recorded in 2019. This increase is a result of 6.5% revenue growth at higher gross margins relative to 2019, improved productivity and efficiencies and headcount recovery lagging behind revenue recovery. The latter was made more challenging by an extremely competitive job market in our key regions. We have made excellent progress securing key positions throughout 2021 and finished the year with approximately 30 open positions.

The table below sets out a reconciliation between statutory operating profit/(loss) and cash EBITDA:

	2021		2020		2019
	$000		$000		$000
Operating profit/(loss)	13,521		(30,354)		(56,278)
Add: Aborted sale/acquisition expenses	-		461		305
Add: Deferred equity-settled acquisition consideration	-		150		1,416
Add: Amortisation related to acquired intangibles	2,371		2,573		11,286
Add: Share-based payments	2,490		1,398		1,845
(Deduct)/Add: (Reversal of impairment)/impairment of intangible assets	(1,707)		2,627		53,617
Add: Amortisation and depreciation (excluding acquired intangibles)	12,183		14,664		16,014
Capitalised internal development costs paid in cash	(720)		(2,969)		(21,064)
Cash EBITDA	28,138		(11,450)		7,141

The Group recorded an operating profit of $13.5m in 2021 (2019 operating loss: $56.3m); and adjusted basic earnings per share increased to 61.10 cents (2020: Loss per share of 60.64 cents; 2019: earnings per share of 30.78 cents).

Development expenditure

	2021		2020		2019
	$000		$000		$000
Total development expenditure	34,666		21,157		33,545
% of total revenue	27.8%		37.7%		28.6%

Our engineering and product teams were reorganised at the end of 2020 into two teams serving all our products, spanning the operating segments of the business. This reorganisation is enabling us to cross-pollinate best practice, drive innovation, and take our product integration to the next level. Therefore, we no longer present development expenditure by segment as the information is no longer relevant. 2021 has been a tremendous period of innovation for accesso, with frontline and technical teams working at pace to deliver solutions to enable our customers to manage capacities, capture the uptick in demand for technology-based solutions to ticketing, eCommerce, distribution, queuing and mobile food and beverage purchasing. Our total development expenditure for 2021 increased to $34.7m, 39.0% higher than 2020 due to the impact of 4-day working weeks and furloughs in 2020 in response to the pandemic. The 3.3% increase relative to 2019, a more typical period, is reflective of the business driving towards full staff levels as revenues recover combined with the significant wage pressure over the past 2 years.

The Group capitalises elements of development expenditure where it is appropriate and in accordance with IAS 38 Intangible Assets. Capitalised development expenditure of $0.7m (2020: $3.0m), representing 2.1% (2020: 14.0%) of total development expenditure. This decrease in the proportion of development expenditure being capitalised is not a reflection of lesser importance of the work being undertaken, it has been critical in order to continue to meet and exceed the expectations of our existing customers' requirements and the current solutions they utilise. Development continues to expand the product set and add features that will be important for our customers' operations in the future. 

Cash and net cash

Net cash at the end of the period has increased to $64.1m from 31 December 2020.

		2021		2020
		$000		$000
Borrowings (including capitalised finance costs)		-		(26,699)
Less: Cash in hand & at bank		64,050		56,355
Net cash		64,050		29,656

This strong net cash position has benefited from net cash inflow operating activities of $39.1m (2020 Net outflow of $14.5m) delivered by a period of exceptional revenue performance in our high margin accesso Passport and accesso LoQueue business and diligent working capital management.

The Group's 31 December 2020 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 at a total cost of $0.7m in fees. The Group has a 3-year, £18m Coronavirus Large Business Interruption Scheme Loan revolving credit facility at a 3.75% margin with a commitment fee of 1.5%, expiring in March 2024. Quarterly covenant tests are in place on minimum revenue and minimum liquidity for 2 years to December 2022. From March 2023 additional covenants are added for leverage and interest cover. No drawings have been made on this facility and all covenants have been met.

The Group's increase in trade and other payables cash flow of $16.2m is a result of the business activities resuming to more typical trading levels pre-pandemic with trade and other payables increasing to $29.2m, in line with that as at 31 December 2019, reversing the $14.4m outflow in 2020. As at 31 December 2020 many elements of our business were severely impacted by government mandated restrictions, most of which were removed by December 2021.

Dividend

The Board maintains its consistent view that the payment of a dividend is unlikely in the short to medium term with surplus cash more efficiently invested in strategic product development or, where the opportunities arise, value accretive acquisitions.

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 which resulted in no impairment charges being recorded.

Reversal of impairment of TE2 intangible assets

As of 31 December 2021, the recoverable value of TE2 was significantly improved following a period of strong trading, improved cost control and efficiency of the cash generating unit. A review was conducted of the $29.2m of intangible assets impaired in 2019, updated to 31 December 2021 based on their original useful economic lives (periods of 2-5 years). Each category of asset was assessed as at 31 December 2021 to determine if they remain in existence and are generating economic returns. As a result of this reassessment, $1.0m of development costs, $0.3m of acquired customer relationships and $0.5m of acquired intellectual property was reversed with a credit of $1.7m to administrative expense.

Taxation

The tax credit of $9.9m represents an effective tax rate on the $12.1m of statutory profit before tax (2020: Loss of $32.9m) of 81.8% (2019: 9.2%).

The key reconciling items to actual tax rates is $12.6m of previously unrecognised deferred tax asset on US losses and US tax credits being available for recognition in the year due to the ability to forecast profitability to utilise these losses and tax credits. This includes $2.4m of pre-acquisition losses of Blazer and Flips Flops Inc which were previously unrecognised during 2021, after concluding that these losses transfer and are available to utilise. There is a further $0.2m of other items that reconcile the tax credit back to the Group's principal US tax rate where the majority of the Group's earnings are derived. $47.0m of gross US losses and tax credits are now recognised following a year of high profitability and the demonstration that these tax savings can be utilised, $3.6m of gross US tax credits, $0.9m net, remain unrecognised as a result of uncertain tax provisions. 

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

The Directors have prepared cash flow forecasts for the going concern period, which indicate that, taking account of severe but plausible downsides, the Group will have sufficient funds to meet the liabilities of the Group as they fall due for that period. The Group's severe but plausible downside scenario models revenue of $97.7m for 2022 and a marginal increase thereafter and reduces underlying administrative spend to $66.0m and a marginal increase thereafter for the same corresponding periods to reflect cost cutting measures that would be implemented. During the 2020 pandemic year the Group was able to reduce its underlying administrative expense to $56.5m (see page 21). The severe but plausible downside scenario indicates that the Group's cash balance reaches a low point of $51.4m and does not utilise any of its £18m loan facility. 

At 31 December 2021 the Group has cash of $64.1m and an available undrawn loan facility of £18m. Covenants on the undrawn facility were passed during 2021 and are forecast to be passed through the going concern period. 

Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for the assessment period being at least 12 months from the date of signing and therefore have prepared the financial statements on a going concern basis.

On behalf of the Board:

Fern MacDonald
Chief Financial Officer

21 March 2022

Consolidated statement of comprehensive income

for the financial year ended 31 December 2021

		2021		2020
	Notes	$000		$000
Revenue		124,794		56,094
Cost of sales		(28,401)		(13,109)
Gross profit		96,393		42,985
Administrative expenses		(82,872)		(73,339)
Operating profit/(loss) before reversal of impairment of intangible assets		11,814		(27,727)
Reversal of impairment of intangible assets		1,707		-
Impairment of intangible assets		-		(2,627)
Operating profit/(loss)		13,521		(30,354)
Finance expense		(1,450)		(2,518)
Finance income		39		10
Profit/(loss) before tax		12,110		(32,862)
Income tax benefit	8	9,908		3,008
Profit/(loss) for the period		22,018		(29,854)
Other comprehensive (loss)/income
Items that will be reclassified to income statement
Exchange differences on translating foreign operations		(219)		4,910
Income tax credit on items recorded in other comprehensive income		188		1,129
		(31)		6,039
Total comprehensive income/(loss)		21,987		(23,815)
All profit and comprehensive income is attributable to the owners of the parent
Earnings/(losses) per share expressed in cents per share:
Basic	9	53.39		(84.78)
Diluted	9	51.45		(84.78)

All activities of the Company are classified as continuing

Consolidated statement of financial position

as at 31 December 2021

Registered Number: 03959429		31 December 2021		31 December 2020
	Notes	$000		$000
Assets
Non-current assets
Intangible assets	10	120,088		129,503
Property, plant and equipment		2,236		2,439
Right of use assets		3,053		4,166
Contract assets		375		1,109
Deferred tax assets	8	16,260		7,701
		142,012		144,918
Current assets
Inventories		286		1,927
Contract assets		3,614		3,404
Trade and other receivables		18,805		15,968
Income tax receivable		1,097		1,858
Cash and cash equivalents		64,050		56,355
		87,852		79,512
Liabilities
Current liabilities
Trade and other payables		29,219		17,328
Derivative financial liabilities		-		758
Lease liabilities		1,003		1,163
Contract liabilities		8,063		7,525
Income tax payable		503		667
		38,788		27,441
Net current assets		49,064		52,071
Non-current liabilities
Deferred tax liabilities	8	4,236		7,580
Contract liabilities		914		1,303
Lease liabilities		2,733		3,790
Borrowings		-		26,699
		7,883		39,372
Total liabilities		46,671		66,813
Net assets		183,193		157,617
Shareholders' equity
Called up share capital	11	596		595
Share premium		153,504		153,327
Retained earnings		9,753		(15,864)
Merger relief reserve		19,641		19,641
Translation reserve		(301)		(82)
Total shareholders' equity		183,193		157,617

Consolidated statement of cash flow

for the financial year ended 31 December 2021

		2021		2020
	Notes	$000		$000
Cash flows from operations
Profit/(loss) for the period		22,018		(29,854)
Adjustments for:
Depreciation (excluding leased assets)		1,827		1,758
Depreciation on leased assets		1,035		1,461
Amortisation on acquired intangibles	10	2,373		2,573
Amortisation on development costs and other intangibles	10	9,319		11,446
Impairment of intangibles		-		2,627
Reversal of impairment of intangible assets	10	(1,707)		-
Loss on disposal of property, plant and equipment		2		22
Share-based payment		2,490		1,398
Deferred consideration charge		-		150
Finance expense		1,450		2,518
Finance income		(39)		(10)
Foreign exchange gain		312		1,308
Income tax benefit	8	(9,908)		(3,008)
RDEC tax credits		(81)		(384)
		29,091		(7,995)
Decrease/(increase) in inventories		861		(923)
(Increase)/decrease in trade and other receivables		(3,592)		6,658
(Decrease)/increase in contract assets/contract liabilities		(3,316)		4,847
Increase/(decrease) in trade and other payables		16,241		(14,444)
Cash generated from/(used in) operations		39,285		(11,857)
Tax paid		(171)		(2,657)
Net cash inflow/(outflow) from operating activities		39,114		(14,514)
Cash flows from investing activities
Deferred consideration settlement		(13)		(477)
Capitalised internal development costs		(720)		(2,969)
Purchase of property, plant and equipment		(960)		(437)
Proceeds from sale of intangible assets		23		-
Interest received		28		6
Net cash used in investing activities		(1,642)		(3,877)
Cash flows from financing activities
Share issue		178		48,215
Share issue costs		-		(2,123)
Sale of shares held in trust		-		198
Interest paid		(514)		(633)
Payments on property lease liabilities		(1,408)		(1,622)
Cash paid to refinance		(813)		-
Proceeds from borrowings		-		10,116
Repayments of borrowings		(27,033)		-
Net forward FX contract settlement used to hedge share issue proceeds		(409)
Net cash (utilised in)/generated from financing activities		(29,999)		54,151
Increase in cash and cash equivalents		7,473		35,760
Cash and cash equivalents at beginning of year		56,355		16,205
Exchange gain on cash and cash equivalents		222		4,390
Cash and cash equivalents at end of year		64,050		56,355

Consolidated statement of changes in equity

for the financial year ended 31 December 2021

		Share capital	Share premium	Retained earnings	Merger relief reserve	Own shares held in trust	Translation reserve		Total
		$000	$000	$000	$000	$000	$000		$000
Balance at 1 January 2021		595	153,327	(15,864)	19,641	-	(82)		157,617
Comprehensive income for the year
Profit for period		-	-	22,018	-	-	-		22,018
Other comprehensive income
Exchange differences on translating foreign operations		-	-	-	-	-	(219)		(219)
Income tax credit on items recorded in other comprehensive income		-	-	188	-	-	-		188
Total comprehensive income for the year		-	-	22,206	-	-	(219)		21,987
Issue of share capital		1	177	-	-	-	-		178
Share-based payments		-		2,490	-	-	-		2,490
Share option tax charge - deferred		-	-	921	-	-	-		921
Total contributions by and distributions by owners		1	177	3,411	-	-	-		3,589
Balance at 31 December 2021		596	153,504	9,753	19,641	-	(301)		183,193
Balance at 1 January 2020		427	107,403	11,331	19,641	(665)	(4,918)		133,219
Comprehensive income for the year
(Loss) for period		-	-	(29,854)	-	-	-		(29,854)
Other comprehensive income
Exchange differences on translating foreign operations		-	-	-	-	-	4,910		4,910
Income tax credit on items recorded in other comprehensive income				1,129					1,129
Total comprehensive income for the year		-	-	(28,725)	-	-	4,910		(23,815)
Contributions by and distributions to owners
Issue of share capital		168	48,047	-	-	-	-		48,215
Share issue costs		-	(2,123)	-	-	-	-		(2,123)
Share-based payments		-	-	1,398	-	-	(74)		1,324
Equity-settled deferred consideration		-	-	150	-	-	-		150
Share option tax charge - deferred		-	-	50	-	-	-		50
Reduction of shares held in trust				(68)		665			597
Total contributions by and distributions by owners		168	45,924	1,530	-	665	(74)		48,213
Balance at 31 December 2020		595	153,327	(15,864)	19,641	-	(82)		157,617

Notes to the consolidated financial statements
for the financial year ended 31 December 2021

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. This consolidated financial information 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 preliminary results for the year ended 31 December 2021 and the results for the year ended 31 December 2020 are prepared under International Financial Reporting Standards and applicable law.  The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 December 2021. The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2021 or 2020 but is derived from those accounts. Statutory accounts for 2020 have been delivered to the registrar of companies, and those for 2021 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS), this announcement does not itself contain sufficient information to comply with IFRS. The Group's consolidated financial statements have been prepared in accordance with IFRS. They were authorised for issue by the Company's board of directors on 21 March 2022. Details of the Group's accounting policies are included in notes 3 and 4.

3.  Changes to significant accounting policies

  Other new standards and improvements

Other than as described below, the accounting policies, presentation and methods of calculation adopted are consistent with those of the Annual Report and Accounts for the year ended 31 December 2020, apart from standards, amendments to or interpretations of published standards adopted during the period.

The following standards, interpretations and amendments to existing standards are now effective and have been adopted by the Group. The impacts of applying these policies are not considered material:

-	Amendments to References to the Conceptual Framework in IFRS Standards - Amendments to IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22, and SIC-32 to update those pronouncements with regard to the revised the Conceptual Framework.
-	Amendments to IFRS 3 "Business Combinations", clarifies the definition of a business in acquisitions.
-	Amendments to IAS 1 and IAS 8: guidance on the definition of material.
-	Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 16 and IFRS 4: Interest rate benchmark reforms. Phase 1 covers hedge accounting impacts and discontinuance exemptions.
-	Annual Improvements cycle 2018-2020 includes relevant amendments clarifying capitalisation of transaction fees/inclusion of specific fees in modification/extinguishment test within IFRS 9 Financial Instruments.
-	Amendments to IFRS 3 "Business combinations", IAS 16 "Property, plant and equipment" and IAS 37 "Provisions, Contingent assets and Contingent liabilities".

New standards and interpretations not yet adopted

A number of new standards, amendments to standards, and interpretations are either not effective for 2022 or not relevant to the Group, and therefore have not been applied in preparing these accounts.

4.  Significant accounting policies

The principal accounting policies adopted in the preparation of the financial information 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 2021 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.

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 information has been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

The Directors have prepared cash flow forecasts for the going concern period, which indicate that, taking account of severe but plausible downsides, the Group will have sufficient funds to meet the liabilities of the Group as they fall due for that period. The Group's severe but plausible downside scenario models revenue of $97.7m for 2022 and a marginal increase thereafter and reduces underlying administrative spend to $66.0m and marginal increase thereafter for the same corresponding periods to reflect cost cutting measures that would be implemented. During the 2020 pandemic year the Group was able to reduce its underlying administrative expense to $56.5m. The severe but plausible downside scenario indicates that the Group's cash balance reaches a low point of $51.4m and does not utilise any of its £18m loan facility. 

At 31 December 2021 the Group has cash of $64.1m and an available undrawn loan facility of £18m. Covenants on the undrawn facility were passed during 2021 and are forecast to be passed through the going concern period. 

Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for the assessment period being at least 12 months from the date of signing and therefore have prepared the financial information on a going concern basis.

Foreign currency

Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the rates ruling when the transactions occur. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign operations The assets and liabilities of foreign operations, including goodwill, are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the rates ruling when the transactions occur, or appropriate averages. Foreign currency differences on translating the opening net assets at an opening rate and the results of operations at actual rates are recognised in other comprehensive income and accumulated in the translation reserve. Retranslation differences recognised in other comprehensive income will be reclassified to profit or loss in the event of a disposal of the business, or the Group no longer has control or significant influence. Revenue from contracts with customers IFRS 15 provides a single, principles based five step model to be applied to all sales contracts as outlined below. It is based on the transfer of control of goods and services to customers and replaces the separate models for goods and services. 1.  Identify the contract(s) with a customer 2.  Identify the performance obligations in the contract 3.  Determine the transaction price 4.  Allocate the transaction price to the performance obligations in the contract 5.  Recognise revenue when or as the entity satisfies its performance obligations. 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. Type of product/service/ Segment Nature of the performance obligations and significant payment terms Accounting policy a. Point-of-sale      (POS) licences and support revenue - Ticketing and distribution Each contract provides the customer with the right to use the POS license (installed on premise) for terms between one and three years. The customer also receives support for typically a period of one year. This support is not necessary for the functionality of the licence and is therefore a distinct performance obligation from the right to use the POS licence. With agreements longer than one year, invoices are generated either quarterly or annually; usually payable within thirty days. Although payments are made over the term of the agreement, the agreement is binding for the negotiated term. The total transaction price is payable over the term of the agreement via the annual or quarterly instalments. The transaction price is allocated using the residual approach, where the support revenue is carved out of the total consideration using an estimate that best reflects its stand-alone selling price. Revenue from sale of POS licenses is recognised at a point in time when the customer has been provided with the software. Point in time recognition is appropriate because the licence provides the customer with the right of use of the POS software as it exists and is fully functional from the date it is provided to the customer. Support revenue is recognised on a straight-line basis over the term of the contract, which in most cases is one year and is renewable at the option of the customer thereafter. The revenue recognition of POS licenses at a point in time gives rise to a contract asset at inception. The balance reduces as the consideration is billed annually/ quarterly in accordance with the agreement. b. Software licences and the related maintenance and support revenue - Ticketing and distribution and Guest Experience Each contract provides the customer with the right to use the software license (installed on premise) with annual support and maintenance. The support and maintenance is not required to operate the software and is considered a distinct performance obligation from the right to use the software license. The customer has an option to renew the license at no additional cost by annually renewing support and maintenance at each anniversary. This is considered a material right under IFRS 15 and represents a separate performance obligation. Invoices are raised at the beginning of each contract for the software license and annual support and maintenance. Subsequently, invoices are raised at each anniversary of the contract for annual support and maintenance (as software license is renewed at no additional cost). The transaction price is allocated using the residual approach, where the annual support and maintenance revenue is carved out of the total consideration using an estimate that best reflects is stand-alone selling price. Annual support and maintenance revenue is recognised on a straight-line basis over the term of the contract, which in most cases is one year and is renewable at the option of the customer thereafter. Revenue from sale of annual software licenses is recognised at a point in time when the customer has been provided with the software. The revenue is recognised at a point in time because the licence provides the customer with the right of use of the software as it exists and is fully functional from the date it is provided to the customer. Revenue from sale of multi-year software license contracts is spread as the customer has the option to renew each year's licence at no additional cost by paying the annual support and maintenance fee. A proportion of the license payment is deferred and recognised at a future point in time when the customer renews. The amount that is deferred is dependent on the term of the contract.  For example: on the inception of a three-year contract, two thirds of the licence fee consideration would be deferred and released equally on the first and second anniversary when the customer renews their maintenance and support. Perpetual licences are recognised in the same manner, with the exception being that the contract term is estimated to be five years. If the customer chooses not to exercise the above option, any residual deferred revenue would be recognised as income in that period. The deferred revenue gives rise to a contract liability at the inception of the contract. The balance reduces as revenue is recognised at each contract anniversary. Type of product/service Nature of the performance obligations and significant payment terms Accounting policy c. Virtual        queuing system - Guest Experience Virtual queuing systems are installed at a client's location, and revenue is recognised when a park guest uses the service. 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 and is contracted with the attraction owner, not end consumer. 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 which is paid to the attraction. d. Ticketing and eCommerce revenue - Ticketing and distribution 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. Ticketing and eCommerce revenue is recognised at the time the ticket is sold through our platform or the transaction takes place. accesso recognises only its fee for processing the transaction as the agent rather than the gross ticket value. e. Professional    services - Ticketing and distribution and Guest Experience Professional services revenue is typically providing customised software development and in general is agreed with the customer and billed at each month end. Certain contracts span longer time periods whereby the Group carries out customisation and delivers software releases to customers at predetermined milestones.  Bespoke professional services work is recognised over time where the Group has enforceable rights to revenue in the event of cancellation. The Group recognises revenue over time using the input method (hours/total budgeted hours) when this method best depicts the Group's performance of transferring control. 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. f. Hardware      sales - Ticketing and distribution and Guest Experience On certain contracts, customers request that the Group procures hardware on their behalf which the Group has determined to be a distinct performance obligation. This revenue is recognised at the point the customer obtains control of the hardware which is considered to be the point of delivery when legal title passes. accesso takes control and risk of ownership on hardware procurement and recognises sales and costs on a gross basis as principal. g. Platform fees Cloud-based experience management platform systems are used by certain venues to provide customer relationship management, guest personalisation, payment and ordering services, push notifications, scheduling, offers, location-based services, consumer-facing screens and many other services to end users at attractions. These secure platforms are provided to venues together with support under annual contracts. Revenue is billed monthly and recognised over time as the performance obligations of hosting and supporting the secure platforms are provided to the venues.

Contract assets and contract liabilities

Contract assets represent licence fees which have been recognised at a point in time but where the consideration is contractually payable over time, professional service revenue whereby control has been passed to the customer and deferred contract commissions incurred in obtaining a contract which are recognised in line with the recognition of the revenue.  Contract assets for point in time licence fees and unbilled professional service revenue 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 our share awards with time-based and employment conditions are measured by use of a Black-Scholes model, and share options issued under the Long-Term Incentive Plan (LTIP) are measured using the Monte Carlo method, due to the market-based conditions upon which vesting is dependent. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The LTIP awards contain market-based vesting conditions where they have been set. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. LTIP awards granted in 2020 included continued employment conditions only due to the unprecedented market instability, before being modified on 12 February 2021 by the Remuneration Committee to include a market-based total shareholder return condition and cash EBITDA non-market-based conditions. The fair value of these LTIP share awards were initially valued by use of a Black-Scholes model due to them including only continued employment conditions. On their modification they were reassessed using a Monte Carlo method, due to the market-based conditions upon which vesting is dependent, this resulted in a fair value below that on which the awards were initially granted, as such the fair value was not reduced in line with IFRS 2 Share-based payments and they continue to be recognised at their original grant date fair value.

Pension costs

Contributions to the Group's defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the period in which they become due.

Property, plant and equipment

Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses. Depreciation is charged to write off the cost of assets, less residual value, over their estimated useful lives, using the straight-line method, on the following bases:

Plant, machinery, and office equipment	20 - 33.3%
Installed systems	25 - 33.3%, or life of contract
Furniture and fixtures	20%
Leasehold Improvements	Shorter of useful life of the asset or time remaining within the lease contract

Inventories

The Group's inventories consist of parts used in the manufacture and maintenance of its virtual queuing product, along with peripheral items that enable the product to function within a park. Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items. Inventories are calculated on a first-in, first-out basis. Park installations are valued on the basis of the cost of inventory items and labour plus attributable overheads. Net realisable value is based on estimated selling price less additional costs to completion and disposal.

Deferred tax

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Consolidated and Company statements of financial position differs from its tax base, except for differences arising on: · the initial recognition of goodwill; · the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and · investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: · the same taxable Group company; or · different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Current income tax

The tax expense or benefit for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. See note 8 for further discussion on provisions related to tax positions.

Goodwill and impairment of non-financial assets

Any excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the Consolidated Statement of Financial Position as goodwill and is not amortised.

After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at an operating segment level before aggregation, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired.

Where the recoverable amount of the cash-generating unit is less than its carrying amount including goodwill, an impairment loss is recognised in the Consolidated Statement of Profit or Loss.

Any non-financial assets other than goodwill which have suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Assets that are subject to amortisation and depreciation are also reviewed for any possible impairment at each reporting date.

Externally acquired intangible assets Intangible assets are capitalised at cost and amortised to nil by equal instalments over their estimated useful economic life. Intangible assets are recognised on business combinations if they are separable from the acquired entity. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. The significant intangibles recognised by the Group and their useful economic lives are as follows: · Trademarks over 10 years · Patents over 20 years · Customer relationships and supplier contracts over 1 to 15 years · Acquired internally developed technology over 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 (2020: $nil). Acquired intellectual property rights and patents Intellectual property rights comprise assets acquired, being external costs, relating to know-how, patents, and licences. These assets have been capitalised at the fair value of the assets acquired and are amortised within administrative expenses on a straight-line basis over their estimated useful economic life of 5 to 7 years.

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 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.

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 information. 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 ended 31 December 2020 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. No government support was received during the year ended 31 December 2021.

IFRS 16 Leases

The Group assesses whether a contract is or contains a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.  

As a lessee

The Group leases commercial office space. The Group has elected not to recognise right of use assets and lease liabilities for some leases of low value. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Group recognises a right-of-use asset and lease liability at the lease commencement date.

The right of use asset and lease liability are initially measured at the present value of the lease payments that are not paid at the commencement date, discounting using the Group's incremental borrowing rate. Subsequently the right of use asset is adjusted for impairment losses and adjusted for certain remeasurements of the lease liability.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Group has applied judgement to determine the lease term for some lease contracts that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right of use assets recognised.

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 this consolidated financial information, 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 information 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, $0.72m has been capitalised on new projects during 2021 (2020: $2.97m). 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 10, 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:

Useful economic lives of capitalised development costs

The Group amortises 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 $2,298k higher and $1,534k lower respectively. Management will review this estimate each year to ensure it is reflective of the technologies being developed. 

Deferred tax asset on US losses and tax credits

The Group has recognised a deferred tax asset of $11.4m (which comprises $8.4m of US losses ($1.7m of which expire in 2037) and $3.0m of US tax credits (with 20-year expiry dates ranging from 2033 and 2040). The recognition of these assets is based on the expected profitability of the US entities using the Group's 5-year Board approved forecasts and risk adjusted profitability reducing annually by 10% which indicates that the losses would be utilised over a 5-year period and the US tax credits over 10 years. The utilisation of the losses can only offset 80% of the tax liability and US tax credits cannot be used on the first $25k of tax liability up to a maximum of 25% of the remaining current tax liability. The key inputs are not sensitive to plausible changes in the assumptions, a further 10% risk adjustment was modelled across the 15-year forecast period which results in the US losses being recovered still in 5 years and the US credits in 11 years, within any loss or tax credit expiry limits. The US losses were assessed under the section 382 US tax legislation to validate they can be utilised, this assessment will need to be conducted on an annual basis to determine if any restriction is required.

7.  Business and geographical segments

Segmental analysis

The Group's operating segments under IFRS have been determined with reference to the financial information presented to the Board of directors. The Board of the Group is considered the Chief Operating Decision Maker ("CODM") as defined within IFRS 8, as it sets the strategic goals for the Group and monitors its operational performance against this strategy.

The Group's Ticketing and Distribution operating segment comprises the following products:

o	accesso Passport ticketing suite using our hosted proprietary technology offering to maximise up selling, cross selling and selling greater volumes.
o	accesso Siriusware software solutions providing modules in ticketing & admissions, memberships, reservations, resource scheduling, retail, food service, gift cards, kiosks and eCommerce.
o	The accesso ShoWare ticketing solution for box office, online, kiosk, mobile, call centre and social media sales.
o	Ingresso operate a consolidated distribution platform which connects venues and distributors, opening up a larger global channel for clients to sell their event, theatre and attraction tickets.

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.

The Group's Guest Experience operating segment comprises the following aggregated segments:

o	accesso LoQueue providing leading edge virtual queuing solutions to take customers out of line, improve guest experience and increase revenue for theme parks
o	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.

		2021 $000		2020 $000
Ticketing and Distribution		75,930		37,966
Guest Experience		48,864		18,128
Total revenue		124,794		56,094

	Ticketing and Distribution	Guest Experience	Central unallocated  costs	Group
Year ended 31 December 2021	$000	$000	$000	$000
Cash EBITDA (*)	62,600	34,332	(68,794)	28,138
Capitalised development spend				720
Depreciation and amortisation (excluding acquired intangibles)				(12,183)
Amortisation related to acquired intangibles				(2,371)
Share-based payments				(2,490)
Reversal of impairment of intangible assets				1,707
Finance income				39
Finance expense				(1,450)
Profit before tax				12,110

	Ticketing and Distribution	Guest Experience	Central unallocated  costs	Group
Year ended 31 December 2020	$000	$000	$000	$000
Cash EBITDA (1) (2)	33,371	10,042	(54,863)	(11,450)
Capitalised development spend				2,969
Depreciation and amortisation (excluding acquired intangibles)				(14,664)
Aborted sale process costs				(461)
Deferred and contingent payments				(150)
Amortisation related to acquired intangibles				(2,573)
Impairment related to TE2				(2,627)
Share-based payments				(1,398)
Finance income				10
Finance expense				(2,518)
Loss before tax				(32,862)

(1)  Cash EBITDA is calculated as operating profit before the deduction of amortisation, impairment of intangible assets, depreciation, acquisition costs, deferred and contingent payments, and costs related to share-based payments but after capitalised development costs.

(2)  During 2020 the Group structurally realigned their key functions of Operations, Engineering, Product, Human Resources, Finance, Administration, Commercial Sales and Marketing to have single teams spanning across the Group and supporting the operating segments, from 1 January 2021 the Group no longer attribute their related costs to the segments for management reporting purposes. Consequently, our 31 December 2020 segment note has been restated to reflect a consistent presentation with 31 December 2021.

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:

		Revenue				Non-current assets
		2021		2020		2021		2020
		$000		$000		$000		$000
UK		17,118		5,228		24,826		26,866
Other Europe		3,251		1,826		18		10
Australia/South Pacific/Asia		4,537		2,413		109		255
USA and Canada		98,682		45,753		100,319		108,714
Central and South America		1,206		874		105		263
		124,794		56,094		125,377		136,108

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 $10.1m (2020: $5.4m) of Ticketing and Distribution revenue and for $25.2m (2020: $5.4m) of Guest Experience revenue. The second park and attractions operator accounted for $11.0m (2020: $5.0m) of Ticketing and Distribution revenue and for $3.8m (2020: $0.9m) of Guest Experience revenue.

Another customer within the Guest Experience segment accounted for $9.3m of Group revenue in 2021 (2020: $7.0m). 

8.  Tax

The table below provides an analysis of the tax charge for the periods ended 31 December 2021 and 31 December 2020:

		2021		2020
		$000		$000
UK corporation tax
Current tax on income for the period		975		352
Adjustment in respect of prior periods		(49)		(1,031)
		926		(679)
Overseas tax
Current tax on income for the period		165		(531)
Adjustment in respect of prior periods		(9)		415
		156		(116)
Total current taxation		1,082		(795)
Deferred taxation
Original and reversal of temporary difference - for the current period		(10,889)		(2,218)
Impact on deferred tax rate changes		84		(255)
Original and reversal of temporary difference - for the prior period		(185)		260
		(10,990)		(2,213)
Total taxation benefit		(9,908)		(3,008)

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:

		2021		2020
		$000		$000
Profit/(loss) on ordinary activities before tax		12,110		(32,862)
Tax at United States tax rate of 24% (2020: 24%)		2,906		(7,887)
Effects of:
Expenses not deductible for tax purposes		142		(89)
Refunds received		(11)		-
Profit/(loss) subject to foreign taxes at a lower marginal rate		(179)		(68)
Adjustment in respect of prior period - income statement		(243)		(356)
US R&D credits/other US tax credits		-		(2,584)
Share options		-		224
Impact of rate changes		36		(255)
Deferred tax on US losses (recognised)/not recognised		(12,619)		8,327
(Release)/recognition of uncertain tax positions		363		(262)
Other		(303)		(58)
Total tax benefit		(9,908)		(3,008)

Deferred taxation	Asset		Liability
	$000		$000
Group
At 31 December 2019	8,647		(10,778)
Credited to income	(1,007)		3,219
Credited directly to equity	50		-
Foreign Currency translation	11		(21)
At 31 December 2020	7,701		(7,580)
(Charged)/credited to income	7,651		3,339
Credited directly to equity	921		-
Foreign currency translation	(13)		5
At 31 December 2021	16,260		(4,236)

The following table summarises the recognised deferred tax asset and liability:

	2021		2020
Group	$000		$000
Recognised asset
Tax relief on unexercised employee share options	2,042		539
Short-term timing differences	2,767		3,584
Net operating losses & tax credits	11,445		1,728
S163(j) US interest disallowance	6		1,850
Deferred tax asset	16,260		7,701
Recognised liability
Capital allowances in excess of depreciation	(1,399)		(4,675)
Uncertain tax positions	-		(509)
Short-term timing differences	(935)		(456)
Business combinations	(1,902)		(1,940)
Deferred tax liability	(4,236)		(7,580)

  Group

Unrecognised asset
Net operating losses and available tax credits - US	-		10,752
Unrecognised deferred tax asset	-		10,752

The tax rate in the US rate remained at 21%, before state taxes.  Deferred tax assets and liabilities were measured at a rate 21% (2020: 21%) plus state taxes in the US.

A reduction in the UK corporation tax rate from 19% to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. The March 2020 Budget announced that a rate of 19% would continue to apply with effect from 1 April 2020, and this change was substantively enacted on 17 March 2020.

An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the Company's future current tax charge accordingly. The deferred tax assets and liabilities at 31 December 2021 have been calculated based on these rates, reflecting the expected timing of reversal of the related temporary and timing differences (2020: 19%).

There are no material unrecognised deferred tax assets.

The critical assumptions used in the assessment for the recognition of the deferred tax asset on US losses and available tax credits are discussed in note 6.

Taxation and transfer pricing

The Group is an international technology business and, as such, transfer pricing 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.

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 $nil (2020: $0.5 million) in relation to transfer pricing risks and $0.9m (2020: $nil) in relation to availability of international R&D claims.

The US losses recognised in the year were assessed under the section 382 US tax legislation to validate they can be utilised, this assessment will need to be conducted on an annual basis to determine if any restriction is required.

9.  Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by dividing the net profit attributable to ordinary shareholders, after adjustments for instruments that dilute basic earnings per share, by the weighted average of ordinary shares outstanding during the period (adjusted for the effects of dilutive instruments).

Earnings for adjusted earnings per share, a non-GAAP measure, are defined as profit before tax before the deduction of amortisation related to acquisitions, impairment of intangible assets, acquisition costs, deferred and contingent consideration linked to continued employment, and costs related to share-based payments, less tax at the effective rate on tax impacted items.

The table below reflects the income and share data used in the total basic, diluted, and adjusted earnings per share computations.

		2021 $000		2020 $000
Profit/(loss) attributable to ordinary shareholders ($000)		22,018		(29,854)
Basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s)		41,240		35,213
Basic earnings/ (loss) per share (cents)		53.39		(84.78)
Diluted EPS
Denominator
Weighted average number of shares used in basic EPS (000s)		41,240		35,213
Effect of dilutive securities
Options (000s)		1,552		983
Weighted average number of shares used in diluted EPS (000s)		42,792		36,196
Diluted earnings/ (loss) per share (cents)		51.45		(84.78)

The Group made a loss in the year ended 31 December 2020, 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 year ended 31 December 2020.

		2021 $000			2020 $000
Adjusted EPS
Profit/(loss) attributable to ordinary shareholders ($000)		22,018			(29,854)
Adjustments for the period related to:
Amortisation relating to acquired intangibles from acquisitions		2,371			2,573
Impairment of intangible assets		-			2,627
Reversal of impairment of intangible assets		(1,707)				-
Aborted sale process costs		-			462
Deferred and contingent consideration linked to employment		-			150
Share-based compensation and social security costs on unapproved options		2,490			1,398
		25,172			(22,644)
Net tax related to the above adjustments (2021: 0.8%, 2020: 19.7%):		26			1,291
Adjusted profit attributable to ordinary shareholders ($000)		25,198			(21,353)
Adjusted basic EPS
Denominator
Weighted average number of shares used in basic EPS (000s)			41,240			35,213
Adjusted basic earnings/(loss) per share (cents)			61.10			(60.64)
Adjusted diluted EPS
Denominator
Weighted average number of shares used in diluted EPS (000s)			42,792			36,196
Adjusted diluted earnings/(loss) per share (cents)			58.88			(60.64)

37,583 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 2021 (2020: 81,718).

10.  Intangible assets

The cost and amortisation of the Group's intangible fixed assets are detailed in the following table:

		Goodwill		Customer relationships & supplier contracts		Trademarks		Acquired internally developed intellectual property		Patent & IPR costs		Development costs		Totals
		$000		$000		$000		$000		$000		$000		$000
Cost
At 31 December 2019		116,790		18,314		1,841		53,021		762		77,850		268,578
Foreign currency translation		721		-		-		16		21		481		1,239
Additions		-		-		-		-		-		2,969		2,969
Disposals		-		-		-		-		-		(6,737)		(6,737)
At 31 December 2020		117,511		18,314		1,841		53,037		783		74,563		266,049
Foreign currency translation		(135)		-		-		9		(4)		(53)		(183)
Additions		-		-		-		-		-		720		720
Disposals		-		(4,737)		(1,372)		(28,620)		-		(17,932)		(52,661)
At 31 December 2021		117,376		13,577		469		24,426		779		57,298		213,925
Amortisation/Impairment
At 31 December 2019		17,403		13,276		1,821		49,408		632		43,582		126,122
Foreign currency translation		-		-		-		34		18		463		515
Charged		-		882		16		1,675		21		11,425		14,019
Impairment		-		-		-		430		-		2,197		2,627
Charged		-		-		-		-		-		(6,737)		(6,737)
Disposal
At 31 December 2020		17,403		14,158		1,837		51,547		671		50,930		136,546
Foreign currency translation		-		-		-		9		(4)		(41)		(36)
Charged		-		882		1		1,490		28		9,291		11,692
Reversal of impairment				(301)		-		(484)		-		(922)		(1,707)
Disposal		-		(4,737)		(1,372)		(28,620)		-		(17,929)		(52,658)
At 31 December 2021		17,403		10,002		466		23,942		695		41,329		93,837

Net book value
At 31 December 2021	99,973			3,575		3		484		84		15,969		120,088
At 31 December 2020	100,108		4,156			4		1,490		112		23,633		129,503

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. 

The carrying amount of goodwill is allocated as follows:

		2021		2020
		$000		$000
Ticketing and Distribution (CGU1, 2 and 3) *		71,473		71,609
LoQueue (CGU5) **		28,500		28,500
		99,973		100,109

*  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.

The below table sets out the intangible asset impairments recorded within the Guest Experience and Ticketing and Distribution segments:

	2021	2021	2021	2020	2020	2020
	Guest Experience	Ticketing and Distribution	Total	Guest Experience	Ticketing and Distribution	Total
	$000	$000	$000	$000	$000	$000
Intangible assets	-	-	-	-	1,360	1,360
Impairment of specific development projects*	-	-	-	468	799	1,267
Impairment charge recorded within administrative expense	-	-	-	468	2,159	2,627

  *        A review of all project development costs capitalised was performed at year end with no impairment charges recorded. In 2020 an               impairment charge of $1.27m was recorded against projects which are no longer considered commercially and technically feasible.

The below table sets out the intangible asset impairment reversals recorded within the Guest Experience and Ticketing and Distribution segments:

	2021	2021	2021	2020	2020	2020
	Guest Experience	Ticketing and Distribution	Total	Guest Experience	Ticketing and Distribution	Total
	$000	$000	$000	$000	$000	$000
Intangible assets	(785)	-	(785)	-	-	-
Impairment of specific development projects	(922)	-	(922)	-	-	-
Impairment (credit) recorded within administrative expense	(1,707)	-	(1,707)	-	-	-

The key assumptions used in the value in use calculations are as follows, note that CGU 4's inputs have been used for the assessment of intangible assets other than goodwill:

		2021		2020
Pre-tax discount rate (%)
accesso, LLC & Siriusware, Inc. (CGU 1)		13.3%		14.0%
VisionOne Worldwide Limited and its subsidiaries (CGU 2)		13.3%		14.0%
Ingresso Group Limited and subsidiaries (CGU 3)		11.6%		11.9%
The Experience Engine (CGU 4)		13.3%		14.0%
LoQueue * (CGU 5)		13.3%		14.0%
Average annual EBITDA growth rate during forecast period (average %)**
accesso, LLC & Siriusware, Inc. (CGU 1)***		0.0%		111.1%
VisionOne Worldwide Limited and its subsidiaries (CGU 2)		22.9%		520.8%
Ingresso Group (CGU 3)		51.6%		55.2%
The Experience Engine (CGU 4)		10.2%		-44.4%
LoQueue * (CGU 5)		7.2%		232.6%
Terminal growth rate (%)
accesso, LLC & Siriusware, Inc. (CGU 1)		2.0%		2.0%
VisionOne Worldwide Limited and its subsidiaries (CGU 2)		2.0%		2.0%
Ingresso Group (CGU 3)		2.0%		2.0%
The Experience Engine (CGU 4)		2.0%		2.0%
LoQueue * (CGU 5)		2.0%		2.0%
Period on which detailed forecasts based (years)
accesso, LLC & Siriusware, Inc. (CGU 1)		5		5
VisionOne Worldwide Limited and its subsidiaries (CGU 2)		5		5
Ingresso Group (CGU 3)		5		5
The Experience Engine (CGU 4)		5		5
LoQueue * (CGU 5)		5		5

* 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 for CGU 2 and CGU 3 are high due to the expected 2022 growth from a poor period of trade in 2021 following the difficult trading conditions faced by the live entertainment sector, both CGUs earn the majority of their transactional income from live entertainment which experienced significant COVID disruption during 2021, therefore both CGUs have high growth rates in 2022 as they recover towards pre-pandemic trading levels, followed by more typical growth rates from 2023 to 2026. The 2020 impairment test rates were  high 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. 

***The average EBITDA growth rate for CGU 1 is 0% due to the exceptional result in 2021 and its impact on the average calculation.  In 2021, transactional revenue rebounded quickly once COVID related restrictions on attractions were lifted. This sudden increase in demand arose during a period where the Group did not have a full cost base following the cost control actions taken during 2020, resulting in a larger than anticipated EBITDA result. The forecast period includes the full year impact of the Group returning to an appropriate cost base and the EBITDA for the CGU returning to a more typical level. The EBITDA growth rates across the forecast period for CGU 1 are; 2022: -40%, 2023: +11%, 2024: +28%, 2025: +1%, 2026: +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.

Reversal of impairment of The Experience Engine ('TE2') intangible assets - Cash Generating Unit ('CGU') 4 as at 31 December 2021

  As at 31 December 2021 the recoverable value of the TE2 CGU was significantly improved following a period of strong trading, improved cost control and efficiency of the CGU. A review was conducted of the $29.2m of intangible assets impaired in 2019, updated to 31 December 2021 based on their original useful economic lives (periods of 2-5 years), to assess each category of asset to determine if they remain in existence and are generating economic returns. As a result of this reassessment of the conditions as at 31 December 2021, $0.9m of development costs, $0.3m of acquired customer relationships and $0.5m of acquired intellectual property was reversed with a credit of $1.7m to administrative expense. The recoverable value of the CGU was determined on a value in use basis using the assumptions and inputs noted above, the $1.707m reversal is not sensitive to changes in these assumptions due to a significant amount of headroom in excess of the revised book value of the TE2 CGU. The recoverable value of the CGU was determined to be $25.0m as at 31 December 2021.

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 2021. 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**
	2021	2020	2021	2020
Pre-tax discount rate	Increase by 4.6%	Increase by 1.1%	Increase by 14.3%	Increase by 7.5%
EBITDA Growth rate during detailed forecast period (average)	Reduce by 33.5%	Reduce by 7.8%	Reduce by 62.2%	Reduce by 40.0%
Terminal growth rate	Reduce by 7.5% to a terminal rate of -5.5%	Reduce by 1.1%	Reduce by 37.0% to terminal rate of -35%	Reduce by 8.6%
Excess over carrying value ($000)	$42,843	$10,481	$79,147	$36,138

* 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).

We do not consider there are any plausible changes in assumptions that would give rise to an impairment in Ticketing and Distribution or accesso LoQueue over the next financial year.

Environmental risk in cash flows

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 for impairment testing. The majority of the venues we serve have typically localised customer bases rather than being reliant on destination travel, consequently we consider the risk as minimal on our forecasts. 

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:

		2021		2020
		$000		$000
accesso, LLC & Siriusware, Inc. (CGU 1)		-		49
accesso Technology Group plc (CGU 5)		386		-

11.  Called up share capital

	2021				2020
Ordinary shares of 1p each	Number		$000		Number		$000
Opening balance	41,215,291		595		27,642,822		427
Issued in relation to exercised share options	52,085		1		50,187		1
Issued in relation to deferred acquisition consideration	-		-		40,538		1
Issued in relation to the placing and open offer	-		-		13,481,744		166
Closing balance	41,267,376		596		41,215,291		595

On 9 June 2020 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 2021, 52,085 shares (2020: 50,187 shares) , with a nominal value $726 (2020: $630), were allotted following the exercise of share options. In addition, during 2020, 40,538 shares were issued in respect of the deferred acquisition consideration to certain employees of Blazer and Flip Flops Inc for a nominal value of $522. 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 2021.

 

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