Annual Financial Report 2023 (translated)
AUSTRIACARD HOLDINGS AG
ANNUAL FINANCIAL REPORT 2023
Annual Financial Report 2023 (translated)
Table of Contents
Consolidated Financial Statements AUSTRIACARD HOLDINGS AG
Group Management Report
6
Consolidated Financial statements
39
Notes to the Consolidated Financial Statements
45
Auditor’s Report
94
Declaration of the Management Board
102
Single Financial Statements AUSTRIACARD HOLDINGS AG
Financial Statements
103
Notes on the statement of financial position and income statement
109
Management Report
131
Auditor’s Report
155
Declaration of the Management Board
164
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Annual Financial Report 2023 (translated)
CONTENTS
AUSTRIACARD HOLDINGS AG CONSOLIDATED FINANCIAL STATEMENTS 2023..........................................................................5
Α) GROUP MANAGEMENT REPORT ..............................................................................................................................................6
B) CONSOLIDATED FINANCIAL STATEMENTS ...........................................................................................................................39
Consolidated statement of financial position................................................................................................................................................................ 39
Consolidated income statement ................................................................................................................................................................................. 40
Consolidated statement of comprehensive income ....................................................................................................................................................... 41
Consolidated statement of changes in equity............................................................................................................................................................... 42
Consolidated statement of cash flows......................................................................................................................................................................... 44
C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................45
Basis of preparation ............................................................................................................................................................................................ 45
1.
Reporting Entity..................................................................................................................................................................................45
2.
Basis of accounting .............................................................................................................................................................................45
3.
Use of judgments and estimates...........................................................................................................................................................45
4.
IAS 29 Financial Reporting in hyperinflation economies...........................................................................................................................46
5.
Impact of macroeconomic conditions and climate risk on consolidated financial statements........................................................................47
6.
Cross-border merger and listing............................................................................................................................................................47
7.
Correction of error and change in presentation.......................................................................................................................................48
Performance of the year...................................................................................................................................................................................... 51
8.
Segment reporting ..............................................................................................................................................................................51
9.
Revenues ...........................................................................................................................................................................................55
10.
Income and expenses..........................................................................................................................................................................56
11.
Net Finance costs................................................................................................................................................................................58
12.
Earnings per share and number of shares..............................................................................................................................................58
Employee Benefits .............................................................................................................................................................................................. 59
13.
Employee benefits...............................................................................................................................................................................59
14.
Employee expenses.............................................................................................................................................................................62
15.
Income taxes......................................................................................................................................................................................63
Assets................................................................................................................................................................................................................ 64
16.
Property, plant and equipment and right of use assets............................................................................................................................64
17.
Intangible assets and goodwill..............................................................................................................................................................67
18.
Equity-accounted investees..................................................................................................................................................................69
19.
Inventory ...........................................................................................................................................................................................69
20.
Trade and other receivables .................................................................................................................................................................70
21.
Cash and cash equivalents ...................................................................................................................................................................70
Equity and Liabilities ........................................................................................................................................................................................... 71
22.
Capital and additional paid in capital .....................................................................................................................................................71
23.
Capital management............................................................................................................................................................................72
24.
Loans and Borrowings .........................................................................................................................................................................73
25.
Trade and other payables ....................................................................................................................................................................75
Financial instruments .......................................................................................................................................................................................... 76
26. Financial instruments – Fair values and risk management........................................................................................................................76
Other disclosures................................................................................................................................................................................................ 81
27.
List of Subsidiaries ..............................................................................................................................................................................81
28.
Acquisition of part of a business ...........................................................................................................................................................82
29.
Non-controlling interests (NCI) .............................................................................................................................................................83
30.
Average number of employees .............................................................................................................................................................83
31.
Related parties....................................................................................................................................................................................84
32.
Auditor’s fees......................................................................................................................................................................................84
33.
Subsequent events..............................................................................................................................................................................84
Accounting policies ............................................................................................................................................................................................. 85
34.
Changes in accounting policies .............................................................................................................................................................85
35.
Significant accounting policies ..............................................................................................................................................................85
36.
New Standards and Interpretations that have not been applied yet or have not been adopted by the European Union..................................93
AUDITOR’S REPORT......................................................................................................................................................................94
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................102
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Annual Financial Report 2023 (translated)
AUSTRIACARD HOLDINGS AG SINGLE FINANCIAL STATEMENTS 2023 ...................................................................................103
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2023 ..............................................................................109
1. GENERAL ...........................................................................................................................................................................109
2. ACCOUNTING PRINCIPLES..................................................................................................................................................109
2.1.
General.......................................................................................................................................................................109
2.2.
Intangible assets.........................................................................................................................................................110
2.3.
Tangible assets...........................................................................................................................................................110
2.4.
Financial assets..........................................................................................................................................................111
2.5.
Receivables and other assets......................................................................................................................................111
2.6.
Current and deferred income tax .................................................................................................................................111
2.7.
Provisions..................................................................................................................................................................112
2.8.
Liabilities....................................................................................................................................................................112
2.9.
Foreign currency translation .......................................................................................................................................112
3. NOTES ON THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT..............................................................113
3.1.
Notes on the statement of financial position ................................................................................................................113
3.1.1.
Financial assets................................................................................................................................................................................... 113
3.1.2.
Receivables and other assets .............................................................................................................................................................. 114
3.1.3.
Deferred tax assets.............................................................................................................................................................................. 114
3.1.4.
Shareholder’s equity............................................................................................................................................................................ 116
3.1.5.
Provisions ........................................................................................................................................................................................... 121
3.1.6.
Liabilities............................................................................................................................................................................................. 121
3.1.7.
Derivative financial instruments........................................................................................................................................................... 122
3.2.
Notes to the income statement ....................................................................................................................................124
3.2.1.
Revenues ............................................................................................................................................................................................ 124
3.2.2.
Personnel expense and employees...................................................................................................................................................... 124
3.2.3.
Other operating expenses.................................................................................................................................................................... 124
3.2.4.
Income tax........................................................................................................................................................................................... 125
3.2.5.
Merger result ....................................................................................................................................................................................... 125
4. OTHER DISCLOSURES ........................................................................................................................................................126
4.1.
Officers of the Company .............................................................................................................................................126
Management Participation Programs ...........................................................................................................................127
4.2.
Consolidated financial statements...............................................................................................................................128
4.3.
Significant events after the reporting date....................................................................................................................128
4.4.
Dividend distribution...................................................................................................................................................129
4.5.
MANAGEMENT REPORT 2023 ...................................................................................................................................................131
1. BUSINESS DEVELOPMENT AND FINANCIAL SITUATION......................................................................................................131
2. RESEARCH & DEVELOPMENT ............................................................................................................................................135
3. FUTURE DEVELOPMENT AND RISKS ..................................................................................................................................136
3.1 RISKS RELATING TO THE (MACRO-) ECONOMIC AND POLITICAL ENVIRONMENT................................................................138
3.2 RISKS RELATING TO THE GROUP’S INDUSTRY AND BUSINESS ..........................................................................................139
3.3 REGULATORY AND LEGAL RISKS.......................................................................................................................................144
3.4 FINANCIAL RISKS ...............................................................................................................................................................145
4. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS....................................................................148
5. DISCLOSURES ACCORDING TO SECTION 243A PARA. 1 OF THE AUSTRIAN COMMERCIAL CODE.........................................150
6. PERSONNEL .........................................................................................................................................................................152
7. ENVIRONMENTAL MANAGEMENT .........................................................................................................................................153
AUDITOR’S REPORT .................................................................................................................................................................155
DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................164
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Annual Financial Report 2023 (translated)
AUSTRIACARD HOLDINGS AG
Consolidated Financial Statements 2023
Annual Financial Report 2023 (translated)
Α) GROUP MANAGEMENT REPORT
1. GROUP PROFILE
ACAG Group at a glance
AUSTRIACARD HOLDINGS Group (also “AUSTRIACARD HOLDINGS” or “the Group”), founded in 1897 and
headquartered in Vienna with its parent company AUSTRIACARD HOLDINGS AG (also “the Company”), is a
technology company that draws upon 130 years of experience and innovation in the fields of authentication of
people, authentication of objects and information management, to provide customer experiences totally imbued in
transparency and security. The Group offers a complementary portfolio of products and services in ‚Secure Chip &
Payment Solutions’ (payments, identification, and personalization), ‚Digital Transformation Technologies’ and
‚Document Lifecycle Management’ for the financial, government, and the general private sectors, through a
workforce of 2,700 people internationally and is listed on the Athens and Vienna Stock Exchanges (ACAG). It has
presence in 17 countries, commercial activity in 50 countries, production facilities in 9 countries, and in 2023 it
achieved revenues of € 364.6 million (2022: € 314.7 million).
Our Values
Through our entrepreneurial activity, we envision making a difference in the lives of our employees, shareholders
and customers with a sense of responsibility and respect towards society and the environment. Our mission is to
be at the forefront of the industries in which we are active, thus providing our customers with cutting-edge solutions
that make an actual difference in their respective businesses.
The principles of AUSTRIACARD HOLDINGS are based on our commitment to a customer centric service. The
passion for innovation and well-served customers have been of outmost importance for the Lykos family being the
majority shareholder of the Company over four generations. The Group’s endurance has been tried and tested
through turbulent and significant times in recent European history. It is the partner of choice for 130 years, valued
for its high quality products, impeccable services and ethos of integrity. From payments, identification and output
management, to digital transformation, trust, reliability and security have been the core values by which our
customers have known us.
History
The Group's journey started in 1897 as a printing house under the name "Lykos". In 1982 Nikolaos Lykos, currently
Chairman of the Management board and the 4th generation of his family to lead the company, repositioned the
company from its core printing sector, to the Information Management sector, renaming it in the process “INFORM
P. Lykos S.A.” Since then, the company has been constantly growing, gradually evolving into a thriving multinational
company with global reach and an international business footprint. A transformational milestone occurred in 2007,
when the Company acquired AUSTRIACARD GmbH, a subsidiary of the Central Bank of Austria which at that time
was supplying Austrian banks with payment cards and their operating system. This strategic move marks the
beginning of the Group's rapid expansion. Strong organic growth, combined with a sequence of acquisitions in
Romania (NEXTDOCS in 2019, PINK POST in 2023), Andorra (TAG Systems in 2019), USA (TAG USA in 2019),
Cyprus (CLOUDFIN in 2021) and UK (NITECREST in 2021), completed the Group’s portfolio of service offerings
while driving it to leading market positions in many markets of South East, Central and Western Europe,
Scandinavia, Türkiye, Middle East, Africa and USA.
In March 2023 through a cross-border merger between the Group's non-listed parent company, AUSTRIACARD
HOLDINGS AG, and its ATHEX listed Greek subsidiary INFORM P. Lykos S.A., the shares of the entire Group were
listed and are trading in the Vienna and the Athens Stock Exchanges.
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2. GROUP SEGMENTS, STRATEGY AND SOLUTIONS
2.1.
Segments
In the past and including FY 2022, the Group had been reporting its business performance under two segments,
Digital Security which encompassed the certified production of smart cards and personalization services, along with
the associated services as well as the provision of our proprietary operating systems for payments and identification,
and Information Management, that encompassed document lifecycle management, security printing, and
increasingly digital transformation solutions using the latest technology (Machine Learning, Artificial Intelligence,
Data Analytics). Given the rapid geographic expansion of the Group, and the strong growth expectations for our
technology related services, during 2023 the Group was reorganized into three geographical clusters, Central,
Eastern Europe & DACH - Western Europe, Nordics & Americas - Türkiye, Middle East & Africa, in order to allow
for a single point of contact for the whole array of Group solutions within each geographic area. An Executive Vice
President reporting to the Group CEO is heading each of these clusters, and we expect that this structure will
enable the faster expansion in new markets, facilitate the cross-selling of the Group’s widening portfolio of products
and solutions, enabling also a holistic approach to customer service.
2.2.
Strategy
Our strategy for growth has two major pillars. The one pillar is geographic and market share expansion and the
other is products and services portfolio enhancement. Under geographic and market share expansion we focus in
geographical areas that have high potential for growth, such as the US, UK, Middle East and Africa, while at the
same time we are taking actions to enhance cross-selling and upselling in the Group established markets, and to
capitalize on our leadership in specific market segments, such as Challenger banks. With respect to the products
and services portfolio enhancement pillar, the drivers of growth will be payment and banking solutions as a service,
the provision of innovative Secure Chip & Payment Solutions, such as biometric and metal cards, and to a larger
extent digital transformation technologies. Digital transformation technologies is an area we put increased focus
and we have already signed significant public sector digitalization contracts with various state entities in Greece.
These will be funded by EU’s RRF and will involve digitization through scanning and data extraction using cutting
edge technologies such as Machine Learning (ML), Artificial Intelligence (AI) etc. At the same time we are
continuously developing our digitization solutions for non-state entities (DOB, KYC/KYB, RPA, Digital Wallets, OCR,
and e-Signature).
We are in the process of integrating the Group post the cross border of the Group's parent company, AUSTRIACARD
HOLDINGS AG and its Greek subsidiary INFORM P. Lykos S.A. that took place in the beginning of 2023, in order to
derive synergies and fuel organic growth. At the same time with selective acquisitions we aim to drive our product
offering enhancement and geographical footprint expansion. We aim to leverage the long-standing relationships
we have with financial institutions, utility companies, industrial companies and public institutions, in order to offer
additional complementary as well as new innovative services to our clients.
2.3.
Solutions portfolio outline
The Group’s solutions portfolio and associated revenue can be broadly split into two categories, a legacy one that
includes the Document Lifecycle Management, which has a more industrial foundation, and the second category
which is technology related and is the sum of the Secure Chip & Payment Solutions combined with Digital
Transformation Technologies. This split for 2023 was at one third industrial revenues (€ 112 million) and two thirds
technology revenues (€ 239 million), with the technology part being the main driver of growth going forward.
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2.3.1.Document Lifecycle Management
Through the Document Lifecycle Management the Group offers to its clients document lifecycle management,
security printing, election services, tax labels etc. Products and services range from digital printing of bills, forms
management, printing of tax labels for alcohol, tobacco, pharmaceuticals to lotto tickets, voter cards and ballots
among others. The company uses the most advanced electronic and digital printing equipment, and is incorporating
value added services, in order to upgrade its client offering.
It should be noted that there are few remaining secure printing operations globally with the Group’s know-how
and reliability, something which provides significant optionality for either one-off or recurring revenue projects
related to tax labels for pharmaceuticals, beverages, alcohol, tobacco and ballot papers in areas such as MEA. For
example during 2022 the Group executed the extremely complex Kenyan elections project, which involved from
state of the art security printing of ballots and electoral catalogues to IoT monitoring of the process, proving it is
the partner of choice for the implementation of elections in Middle East and Africa that require the highest security
standards.
This business field is covered by two production facilities located in Greece and in Romania catering to the regional
markets as well as exporting printing products and services internationally. In addition, with its fulfilment services,
either through third parties or owned entities such as Pink Post in Romania, the Group also covers the last mile to
the end-customer, providing vertically integrated end-to-end services to its customers.
In 2023 the business field of Document Lifecycle Management generated for the Group revenues amounting to
€ 112 million (2022: € 110 million).
2.3.2.Secure Chip & Payment Solutions
Within the Secure Chip & Payment Solutions, the Group’s entities and operations provide end-to-end secure data
solutions and personalization services for financial institutions, governments, public sector entities, transportation
as well as industry & retail. Products and services of that category are based on highest security standards (such
as EMV certifications in payment smart cards) and range from dual interface payment cards and government
electronic identification cards, driving licences, health cards, identity and authentication, to innovative digital
payment solutions. Additional services offered include advisory during the card design and certification process,
flexible solutions for PIN distribution, project management throughout the product life cycle and the development
and customization of embedded smart card operating systems.
The Group has developed its own proprietary chip operating systems (“ACOS” & “ACOS ID”) for both payment
cards and identity cards, which provide a significant differentiating factor by offering flexible functionalities to our
customers. These proprietary operating systems are continuously developed by our extensive R&D department to
both conform at all times to the highest security standards set by the related certification bodies, as well as offer
a high level of customization potential to better serve the specific needs of our customers.
The smart payment card business has extensive obligatory certification requirements, which form significant
barriers to entry for new entrants in the market, on top of the requirement for trust, which is only built over long
periods of quality service. AUSTRIACARD HOLDINGS besides others is a certified producer of Visa, Mastercard
(CQM) and Diners Club International brands and operates under permanent supervision of external auditors
appointed or accredited by the PCI Security Standards Council (PCI SSC) and other institutions following strict
standards for digital and physical security.
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Annual Financial Report 2023 (translated)
Payment cards, which constitute the major part of our Secure Chip & Payment Solutions revenue, contrary to the
common view, are growing across the world. Alternative payment schemes, peer-to-peer payments, mobile
payments, digital wallets (mostly funded with payment cards), and payment cards have all been growing at the
expense of cash usage. Moreover there is no visible technological invention in the payments area that can substitute
the security, convenience and wide acceptance of the secure chip (smart) payment card. Based on the filings of
Visa and Mastercard, the global leaders of payment card services, cards outstanding globally are growing constantly
at a rate of 4% over the last seven years, and are expected to continue at this rate according to industry reports.
In addition, AUSTRIACARD HOLDINGS is expanding in geographic areas that are still growing at robust rates and
where saturation is still far away, enabling it to record above market growth rates. AUSTRIACARD is the market
leader in Austria, Scandinavia, Central and Eastern Europe as well as South Eastern Europe, while the Group holds
also the market leading position in the provision of payment products to the Challenger/Neo Banks, hence
addressing a growing market segment with significant potential on world-wide scale.
Secure Chip & Payment Solutions are served by our four production facilities located in Andorra, Austria, Romania
and UK and eight personalization centres located in the United Kingdom, Spain, Austria, Poland, Romania, Greece
and Türkiye, as well as in the USA. Sales offices in Norway, Czech Republic, Croatia, Serbia, Jordan, the UAE and
a network of partners and selling agencies around the world complement the Group’s distribution network.
The Secure Chip & Payment Solutions segment generated revenues amounting to € 224 million in 2023 (2022:
€ 193 million) and estimates that it is among the top worldwide EMV-based smart card manufacturers.
2.3.3.Digital Transformation Technologies
Digital Transformation Technologies is the fastest growing segment of the Group, offering to both the private and
the public sector a series of technologically advanced solutions such as: enterprise process automation, virtual
assistants, digital on boarding, scanning archiving and indexing services, IoT, OCR / Data Capture Solutions using
machine learning, robotic process automation etc., in order to support existing and new customers in their own
digital transformation. The Group is also expanding into data analytics and AI, while public sector digitalization
projects funded by EU’s RRF are expected to be an important driver of growth in the next years, as the company’s
expertise in the area has already enabled it to win several related tenders, either alone or through partnerships.
In 2023 the business field of Digital Transformation Technologies generated for the Group revenues amounting to
€ 15 million (2022: € 10 million).
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Annual Financial Report 2023 (translated)
3. GROUP BUSINESS PERFORMANCE
3.1.
Economic, market and industry environment
According to the Global Economic Prospects report issued by the World Bank in January 2024, global growth is
estimated to reach 2.6% in 2023, following a 3.0% increase in 2022. Global economic activity will continue to be
affected by tight monetary policies, restrictive financial conditions, and weak global trade growth. According to the
same publication, in the Euro Area high energy prices weighed on household spending and firms’ activity particularly
in manufacturing, leading to growth slowing down in 2023 to an estimated 0.4%, and for 2024 the forecast is for
0.7% growth. Easing price pressures and falling gas prices should boost real wages and lift disposable incomes,
counterbalanced by the lagged effects of past monetary tightening affecting domestic demand, especially business
investment, thus affecting credit growth.
The payment cards market is growing globally at an estimated 4% annually, with non-chip cards and simple smart
cards being replaced by dual interface cards. While alternative payment schemes, peer-to-peer payments, mobile
payments & digital wallets (mostly funded with payment cards), have grown during the last years, this has
happened at the expense of cash usage, as payment cards been expanding too in all markets. Going forward we
expect a stronger trend towards high-end products such as metal cards and biometric cards. Challenger Banks,
which are driving innovation in the financial sector are at the forefront of such developments, as they use upscale
payment cards as a marketing tool and a growth lever towards their global expansion. At the same time the growth
of payment products based on recycled materials in order to cope with sustainability targets, create further
opportunities. Following a period of price pressure in the payment card market during the last decade, the global
chip shortage and inflation has led to a more favourable pricing environment. In addition, the payment card and
solutions sector is experiencing a phase of consolidation and rationalization, which was highlighted in 2017 by the
merger of Oberthur and Morpho, now “Idemia”, and continued in 2019 with the takeovers of Gemalto by Thales,
of Thames by Paragon and of TAG Systems by AUSTRIACARD as well as in 2021 with the acquisition of Nitecrest
by AUSTRIACARD.
The digital transformation technologies market is growing fast across the globe, as organizations of both the private
and the public sector seek ways to reduce physical locations of presence, staff costs, and increase services offered
while enhancing customer experiences. The need for solutions enabling the remote acquisition and servicing of
customers, for solutions facilitating efficient operations, for solutions enabling the organization, processing and
analysis of the enormous quantity of data created from operations, leads to very strong expansion of the sector.
The multitude of areas that digital transformation technologies can have a tangible effect in the efficiency of
operations means that the role of a consolidator-provider of such solutions is becoming quite important, for
providing guidance, best practices and optimized end-to-end solution to customers.
The printing business is passing through a transitional phase, as the gradual migration from digital printing to
digital communication and interactive data management is taking place. New on-line and digital services replace
the printed statements, creating opportunities for digital transformation technologies. At the same time the
competition in the traditional printing business is more local with diminishing competition, offering optionality for
one-off, as well as recurring revenue projects, in areas such as election ballots, tax stamps, medical labels etc.
across the developing world.
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Annual Financial Report 2023 (translated)
3.2.
Significant events of the financial year
3.2.1.Business development
Coming into 2023, the Group had to offset € 25 million in revenues related to the Kenya election security printing
project implemented in 2022. This goal was more than achieved as a result of strong demand and growth with
payment products and services, especially in the Turkish market. The Group also added the Pink Post distribution
business by vertically integrating its service portfolio in Romania which added revenue and profitability with a
comparatively low investment. Thirdly, the Group continued its strategy to expand its digital services and solutions
offering and footprint and most importantly won contracts in the framework of the EU RRF subsidized public
digitalization projects in Greece which already benefited the Group in 2023 but will continue to contribute through
2024, 2025 and 2026.
In 2023 Challenger Banks in general and the US Fin tech market in particular faced adverse winds due to the
economic slowdown, inducing reprioritization of projects and thus growth was weaker than expected in these
markets in 2023. This situation shows signs of improvement currently.
In the beginning of 2023 the Group still dealt with the effects of the global chip supply shortage and despite that
achieved a record output in the first six months of 2023. In the second half of 2023 the situation normalized and
suppliers started to deliver the ordered raw materials as ordered after several years of under and late delivering.
As a result inventories for raw materials and especially chips have increased substantially after being on a very low
level at the end of 2022. As a consequence net working capital has increased from 7.4% as of
31 December 2022 to 16.6% as a percentage of revenues as of 31 December 2023, after coming in at 15.8% as
of 31 December 2021. This normalization of net working capital however negatively affected the operating cash
flow in 2023.
In December 2023 the Group signed a € 186.6 million financing agreement, comprising of a revolving credit facility,
term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led
by Unicredit. Part of the funds raised were used to refinance existing credit facilities at various subsidiaries of the
Company, while the rest is intended to be used for general corporate purposes and to finance the Group’s growth.
This refinancing extended the debt maturity profile, while significantly simplifying its structure, enabling more
flexibility to the Company to pursue its corporate strategy.
The Group continued to be affected by price increases of suppliers and of energy costs remaining at a high level.
To mitigate resulting negative effects the Group is implementing measures to improve operating efficiency, has
implemented photovoltaics installations in Romania, Austria with another installation in Greece to be completed
within 2024 and additionally proceeded to price increases for its products and services to the extent possible.
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3.2.2.Merger and acquisitions
In March 2023, the Group completed its acquisition of a majority stake (50.1%) of the Pink Post postal and courier
services business in Romania through an asset deal. The aim of this acquisition was to generate synergies on the
postal and courier services and related activities of the parties and to increase operational efficiency within the
value chain.
3.2.3.Group reorganization and listing
With the target to aligning the interests of all major shareholders of the Group, group management started in 2022
a project that comprised (a) the contribution of AUSTRIACARD GmbH shares held by non-controlling interest, (b)
the application of the Company’s shares to the stock exchanges of Athens and Vienna and (c) the implementation
of a cross-border merger of the Company as absorbing entity with its subsidiary INFORM P. LYKOS HOLDINGS S.A.
as absorbed entity aiming at the following objectives:
i) facilitate the access to international financial markets and international investors, taking into consideration
the increased transparency and visibility required by its presence on two European stock exchanges, and
provide the AUSTRIACARD HOLDINGS with enhanced growth prospects;
ii) increase the liquidity of the Absorbing Company’s shares by creating a larger group with a higher market
capitalization and more free float which shall benefit all shareholders;
iii) contribute to an improved group profile with increased geographical and product reach, broader cross-
selling opportunities and increased economies of scale, facilitating penetration in wider geographic areas.
Having completed task (a) in 2022, the Company proceeded to listing its shares at the stock exchanges of Athens
and Vienna in January 2023 and completed the cross-border merger with subsequent commencement of trading
of its shares in March 2023.
In line with point (iii) above and in order to promote growth through cross-selling and geographic expansion, the
Group proceeded in June 2023 to an enlargement of the Group Management Board and reallocation of
responsibilities by the main geographic clusters in which the Group operates:
Western Europe, Nordics and Americas
Central Eastern Europe and DACH
Türkiye, Middle East and Africa
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Annual Financial Report 2023 (translated)
3.3.
Business performance of AUSTRIACARD HOLDINGS Group
Group management monitors business development based on actual comparable performance excluding
accounting and valuation-driven effects resulting – among others – from IAS 29 Hyperinflation, share option plan
accounting, gains and losses from foreign exchange differences and fair value accounting. Following this approach,
Section 3.3.1 provides a reconciliation of the IFRS Income statement as presented in section 8 “Segment
reporting” of the notes to the consolidated financial statements with the Management Income Statement
(MGMT) and
Section 3.3.2 and following show the Management (MGMT) Income statement and provide relevant
commentary explaining the operating business as well as other non-operating effects.
Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these
individual figures can therefore produce results that differ from the totals shown.
3.3.1.Effect of IAS 29 Hyperinflation on business performance
As presented in the table below, the application of IAS 29 Hyperinflation with respect to our Türkiye-based
operations, hyperinflation accounting increased Revenues by € 13.3m reaching € 364.6m in 2023 compared to an
increase by € 4.4m reaching € 314.7m in 2022.
Hyperinflation accounting also increased Operating expenses (OPEX), adjusted EBITDA, adjusted EBIT and
adjusted Profit before tax in the IFRS Income statement compared to the management Income statement by €
1.3m, € 1.2m respectively € 1.1m each in 2023 compared to € 0.4m in 2022.
Due to the negative impact of IAS 29 in Net finance costs, Profit before tax and Profit as per management Income
statement are lower by € 0.2m in 2023 and by € 0.3m respectively € 0.4m lower in 2022.
2023
2022
Impact of
hyperinflation
IAS29
IAS29
in € million
IFRS
Effect
MGMT
IFRS
Effect
MGMT
Revenues
364.6
13.3
351.3
314.7
4.4
310.3
Gross Profit I
161.3
2.5
158.8
138.8
0.8
138.0
Gross Profit II
88.3
1.5
86.8
74.9
0.4
74.4
OPEX
(113.0)
(1.3)
(111.7)
(98.9)
(0.4)
(98.5)
adjusted EBITDA
50.4
1.2
49.3
39.1
0.4
38.7
adjusted EBIT
34.3
1.2
33.2
24.7
0.4
24.3
adjusted Profit before tax
27.3
1.1
26.1
20.5
0.4
20.1
Profit before tax
21.0
(0.2)
21.2
8.4
(0.3)
8.7
Profit
16.8
(0.2)
17.0
4.8
(0.4)
5.3
13
Annual Financial Report 2023 (translated)
3.3.2. Business performance of AUSTRIACARD HOLDINGS Group as monitored by
Management
The following analysis is based on the business performance as monitored by Group management excluding effects
of IAS 29 Hyperinflation accounting.
Business performance excl. hyperinflation
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenues
351.3
310.3
40.9
13.2%
Costs of material & mailing
(192.5)
(172.3)
(20.2)
11.7%
Gross profit I
158.8
138.0
20.7
15.0%
Gross margin I
45.2%
44.5%
0.7%
Production costs
(72.0)
(63.6)
(8.4)
13.2%
Gross profit II
86.8
74.4
12.3
16.6%
Gross margin II
24.7%
24.0%
0.7%
Other income
3.8
2.9
0.9
31.1%
Selling and distribution expenses
(23.3)
(22.1)
(1.2)
5.6%
Administrative expenses
(25.2)
(20.9)
(4.2)
20.3%
Research and development expenses
(7.4)
(6.3)
(1.1)
17.7%
Other expenses
(1.6)
(3.8)
2.2
-57.2%
+ Depreciation, amortization and impairment
16.1
14.4
1.7
11.9%
adjusted EBITDA
49.3
38.7
10.6
27.2%
adjusted EBITDA margin
14.0%
12.5%
1.6%
- Depreciation, amortization and impairment
(16.1)
(14.4)
(1.7)
11.9%
33.2
24.3
8.8
36.3%
adjusted EBIT
Financial income
0.3
0.1
0.2
355.0%
Financial expenses
(7.4)
(4.4)
(3.0)
68.9%
Result from associated companies
0.1
0.1
(0.1)
-57.0%
Net finance costs
(7.0)
(4.2)
(2.8)
67.2%
adjusted Profit (Loss) before tax
26.1
20.1
6.0
29.9%
Special items
(4.9)
(11.4)
6.5
-56.9%
Profit (Loss) before tax
21.2
8.7
12.5
142.1%
Income tax expense
(4.2)
(3.4)
(0.8)
23.2%
Profit (Loss) after tax
17.0
5.3
11.7
220.9%
AUSTRIACARD HOLDINGS Group revenues reached € 351.3m increasing by € 40.9m or 13.2% compared to 2022.
The main drivers of this revenue increase are attributed to a strong performance of the Secure Chip & Payment
Solutions (€ +27m), especially in the Turkish market and also includes € 9.5m revenues related to not-yet invoiced
Contract assets. The number of sold and invoiced cards increased by 7.1m or 5.6% from 127.7m to 134.8m cards.
Revenues from postal and distribution services grew by € 20m mainly attributable to the Romanian market through
the majority stake acquisition of Pink Post solutions business. Additionally, revenues in the field of digitalization
solutions increased by € 6m due to the start of the implementation of the public digitalization projects in Greece
and continued business growth in that area in general. This strong performance together with good performance
in other sectors more than compensated the reduction in security printing related to the Kenya elections project
implemented 2022.
14
Annual Financial Report 2023 (translated)
From regional perspective, this increase is due to good business development in Romania and Türkiye which
positively affected the CEE segment and compensated the 2022 Kenya elections project included in the MEA
segment in 2022.
Actual Revenues – MGMT view
pro-forma Revenues excl. Kenya elections
Revenues by segment
in € million
2023
2022
D '23-'22 D '23-'22%
2023
2022
D '23-'22
D '23-'22%
Western Europe, Nordics,
116.0
116.6
(0.7)
-0.6%
116.0
116.6
(0.7)
-0.6%
Americas
Central Eastern Europe & DACH
224.6
166.1
58.4
35.2%
224.6
166.1
58.4
35.2%
Türkiye / Middle East and Africa
53.7
55.3
(1.7)
-3.0%
53.7
30.5
23.2
76.1%
Eliminations & Corporate
(43.0)
(27.8)
(15.2)
54.8%
(43.0)
(27.8)
(15.2)
54.8%
Total
351.3
310.3
40.9
13.2%
351.3 285.4
65.7
23.0%
Gross profit I increased by € 20.7m or 15.0% to € 158.8m in 2023 as a result of the strong increase in revenues.
The Gross margin I increased by 0.7 percentage points to 45.2% mainly due to a higher average sales price and
the increase in service related revenues such as Document Digitalization and distribution services.
Gross profit II increased by € 12.3m or 16.6% to € 86.8m in 2023 and Gross margin II increased by 0.7 percentage
points to 24.7% due to revenue growth and economies of scale as result of the higher utilization of the group’s
production facilities.
Operating expenses excl. D,A&I (OPEX)
2023
2022
D '23-'22
D '23-'22 %
in € million
Production costs
(72.0)
(63.6)
(8.4)
13.2
Selling and distribution expenses
(23.3)
(22.1)
(1.2)
5.6
Administrative expenses
(25.2)
(20.9)
(4.2)
20.3
Research and development expenses
(7.4)
(6.3)
(1.1)
17.7
+ Depreciation, amortization and impairment
16.1
14.4
1.7
11.9
Total
(111.7)
(98.5)
(13.2)
13.4
Operating expenses as a percentage of revenues
31.8%
31.7%
0.1%
Operating expenses excluding depreciation, amortization and impairment (OPEX) increased by € 13.2m or 13.4%
from € 98.5m to € 111.7m in 2023 mainly due to the addition of the Pink Post distribution business in Romania
(€ 10m), the finalization of the set-up of the personalization plan in the US (€ 2.6m), higher central expenses in
the wake of the listing at the Athens and Vienna stock exchanges and the reorganization of group management (€
1.4m) and as well as additional OPEX to cope with the business growth and inflationary salary and costs increases
more than offsetting the reduction in OPEX related to the Kenya election project implemented in 2022 (€ -8.5m).
As percentage of revenues Operating expenses remained stable at 31.8% compared to 31.7% in 2022.
Other income increased by € 0.9m to € 3.8m in 2023 due to a reversals of allowances for doubtful receivables in
the US market (€ +0.5m) and R&D related subsidies (€ 0.3m). Other expenses were decreased by € 2.2m to
€ 1.6m in 2023 mainly due to lower charges for impairments of trade receivables (€ -0.9m) and lower charges for
obsolete inventory (€ -0.7m) and other assets (€ -0.7m).
Adjusted EBITDA increased by € 10.6m or 27.2% from € 38.7m to € 49.3m in 2023 essentially as a result of the
strong operating performance with Secure Chip & Payment Solutions driven by the Turkish market, the addition of
the Pink Post distribution business and by growth with digitalisation services and solutions more than compensating
higher OPEX requirements and the Kenya election project in 2022. As a result, also adjusted EBITDA margin
increased by 1.6 percentage points from 12.5% to 14.0%.
15
Annual Financial Report 2023 (translated)
Adjusted EBIT increased by € 8.8m or 36.3% reaching € 33.2m as the increase in adjusted EBITDA was partially
compensated by higher depreciation & amortization mainly related to recent investments. Adjusted Profit before
tax increased by € 6.0m or 29.9% reaching € 26.1m as the higher adjusted EBIT was partially offset by higher
interest expenses driven by the increase in Euribor.
Profit after tax increased by € 11.7m and thus more than tripled from € 5.3m to € 17.0m due to the adjusted Profit
before tax and the reduction of non-cash expenses for management participation programs by
€ 5.0m.
Special Items
included in
2023
2022
D '23-'22
D '23-'22 %
in € million
Management participation programs
EBITDA
(2.9)
(7.9)
5.0
-63.4%
Foreign exchange gains
Profit before tax
0.1
0.0
0.1
380.3%
Foreign exchange losses
Profit before tax
(1.0)
0.3
(1.3)
-387.5%
Income from Financial assets and liabilities
Profit before tax
0.2
0.0
0.2
n/a
at fair value through profit or loss
Expense from Financial assets and liabilities
Profit before tax
(1.3)
(3.8)
2.5
-66.7%
at fair value through profit or loss
(4.9)
(11.4)
6.5
-56.9%
Total
3.3.3.Pro forma business performance excluding Kenya election project
As presented in the table below, excluding the effects of the Kenya election project implemented in 2022 Revenues
have increased by 23.0%, Gross Profit II by 28.9% as the Gross profit II margin improved by 1.1 percentage points
from 23.6% to 24.7% based on average sales price increases, economies of scale and a higher contribution of
services and solutions related revenues.
OPEX in absolute terms increased by 24.3% while OPEX as a percentage of revenues slightly increased by 0.3
percentage points compared to 2022.
Adjusted EBITDA increased by 50.6% and the adjusted EBITDA margin improved by 2.6 percentage points to
14.0% in 2023.
pro forma Key performance indicators
excl. 2022 Kenya election project
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenue
351.3
285.5
65.8
23.0%
Gross profit I
158.8
122.4
36.4
29.7%
Gross margin I
45.2%
42.9%
2.3%
n/a
Gross profit II
86.8
67.3
19.4
28.9%
Gross margin II
24.7%
23.6%
1.1%
n/a
OPEX excluding depreciation and impairment
(111.7)
(89.9)
(21.8)
24.3%
OPEX excluding depreciation and impairment as % on sales
31.8%
31.5%
0.3%
n/a
adjusted EBITDA
49.3
32.7
16.6
50.6%
adjusted EBITDA margin
14.0%
11.5%
2.6%
n/a
16
Annual Financial Report 2023 (translated)
3.4.
Report on segments
The following analysis is based on the business performance as monitored by Group management excluding effects
of IAS 29 Hyperinflation accounting.
3.4.1.Western Europe, Nordics, Americas
Business performance
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenues
116.0
116.6
(0.7)
-0.6%
Costs of material & mailing
(63.6)
(66.5)
2.8
-4.3%
Gross profit I
52.3
50.2
2.2
4.3%
Gross margin I
45.1%
43.0%
2.1%
Production costs
(21.6)
(18.0)
(3.5)
19.6%
Gross profit II
30.8
32.1
(1.4)
-4.3%
Gross margin II
26.5%
27.6%
-1.0%
Other income
0.7
0.2
0.6
321.4%
Selling and distribution expenses
(9.7)
(8.8)
(0.9)
10.8%
Administrative expenses
(9.0)
(6.7)
(2.3)
34.3%
Research and development expenses
(0.5)
(0.6)
0.1
-14.5%
Other expenses
(0.1)
(1.2)
1.1
-91.3%
+ Depreciation, amortization & impairment
5.7
5.2
0.5
10.3%
adjusted EBITDA
17.9
20.3
(2.4)
-11.7%
adjusted EBITDA margin
15.4%
17.4%
- Depreciation, amortization & impairment
(5.7)
(5.2)
(0.5)
10.3%
adjusted EBIT
12.2
15.1
(2.9)
-19.2%
The Segment Western Europe, UK, Nordics and Americas (WEST) recorded revenues of € 116.0m in 2023 slightly
decreasing by € 0.7m or 0.6% compared to 2022. This stability in revenues of this segment mainly results from a
reduction in standard payment card deliveries (approx. -10%) and revenues following a big re-card program of
major customer in 2022 which was mostly compensated by sales price increases and increased metal card sales
(+2.8m) in the European market in 2023.
Gross profit I increased by € 2.2 million or 4.3% from € 50.2m to € 52.3m in 2023 since Gross margin I picked up
by 2.1 percentage points to 45.1%. This margin increase relates mainly to increases in average sales prices more
than offsetting also increased purchasing costs for raw materials.
Gross profit II decreased by € 1.4m or 4.3% from € 32.1m to € 30.8m and the Gross margin II by 1.0 percentage
points from 27.6% to 26.5% mainly due to the increase in operating costs following the finalization of the set-up
of the US site and inflation related cost increases.
17
Annual Financial Report 2023 (translated)
Operating expenses excl. D,A&I (OPEX)
2023
2022
D '23-'22
D '23-'22 %
in € million
Production costs
(21.6)
(18.0)
(3.5)
19.6%
Selling and distribution expenses
(9.7)
(8.8)
(0.9)
10.8%
Administrative expenses
(9.0)
(6.7)
(2.3)
34.3%
Research and development expenses
(0.5)
(0.6)
0.1
-14.5%
+ Depreciation, amortization & impairment
5.7
5.2
0.5
10.3%
Total
(35.1)
(28.9)
(6.2)
21.3%
Operating expenses as a percentage of revenues
30.2%
24.8%
5.4%
OPEX increased by € 6.2m or 21.3% in 2023 due to the in 2023 finalized ramp up of the new personalization center
in the US with an effect of € 2.6m, central group allocations of approx. € 1m as well as inflation related cost
increases. As percentage of revenues OPEX increased from 24.8% to 30.2% in 2023.
Other income increased by € 0.6m and Other expenses decreased by € 1.1m since previously doubtful receivables
could be cashed-in and due to the reduction of charges related to doubtful receivables in 2023 compared to 2022.
Adjusted EBITDA decreased by € 2.4m or 11.7% to € 17.9m and adjusted EBIT by € 2.9m or 19.2% to € 12.2m
as the improvement in Gross Profit could not compensate for the increase in operating expenses related to the
finalization of the US site and to inflationary costs increases.
18
Annual Financial Report 2023 (translated)
3.4.2.Central Eastern Europe & DACH
Business performance
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenues
224.6
166.1
58.4
35.2%
Costs of material & mailing
(127.4)
(99.5)
(28.0)
28.1%
Gross profit I
97.1
66.7
30.5
45.7%
Gross margin I
43.3%
40.1%
3.1%
Production costs
(45.9)
(34.1)
(11.8)
34.6%
Gross profit II
51.2
32.6
18.7
57.4%
Gross margin II
22.8%
19.6%
3.2%
Other income
3.0
2.7
0.2
8.5%
Selling and distribution expenses
(12.2)
(12.8)
0.6
-4.7%
Administrative expenses
(14.3)
(13.0)
(1.4)
10.5%
Research and development expenses
(6.1)
(5.6)
(0.5)
8.5%
Other expenses
(1.3)
(1.2)
(0.1)
11.0%
+ Depreciation, amortization and impairment
10.1
8.7
1.3
15.3%
30.3
11.4
18.9
166.8%
adjusted EBITDA
adjusted EBITDA margin
13.5%
6.8%
6.7%
- Depreciation, amortization and impairment
(10.1)
(8.7)
(1.3)
15.3%
20.2
2.6
17.6
668.3%
adjusted EBIT
The segment Central Eastern Europe & DACH (“CEE”) recorded revenues of € 224.6m increasing by € 58.4m or
35.2% compared to 2022. The significant increase in turnover is mainly due to payment card products and services
(€ 26m) of which a significant part is related to orders for the Turkish market and includes € 9m revenues related
to not-yet invoiced Contract assets. Additionally, the Postal business and especially the addition of Pink Post
contributed to the revenue growth by € 20m as well as the start of the implementation of the public digitalization
projects in Greece and generally growth in the business field of digitalization solutions by € 6m.
Gross profit I increased by € 30.5m or 45.7% as a result of higher revenues and the Gross margin I improved by
3.1 percentage points from 40.1% to 43.3% mainly because of higher average sales prices and a higher share of
service related revenues which more than compensated material price increases.
Gross profit II increased by € 18.7m or 57.4% from € 32.6m to € 51.2m and the Gross margin II improved as a
result of economies of scale despite a substantial increase in Production expenses in parallel to Gross margin I by
3.2 percentage points reaching at 22.8%.
19
Annual Financial Report 2023 (translated)
Operating expenses excl. D&A (OPEX)
2023
2022
D '23-'22
D '23-'22 %
in € million
Production costs
(45.9)
(34.1)
(11.8)
34.6%
Selling and distribution expenses
(12.2)
(12.8)
0.6
-4.7%
Administrative expenses
(14.3)
(13.0)
(1.4)
10.5%
Research and development expenses
(6.1)
(5.6)
(0.5)
8.5%
+ Depreciation, amortization and impairment
10.1
8.7
1.3
15.3%
Total
(68.5)
(56.9)
(11.7)
20.5%
Operating expenses as a percentage of revenues
30.5%
34.2%
-3.7%
OPEX increased by € 11.7m or 20.5% to € 68.5m mainly as a result of the addition of the Pink Post business in
Romania (€ 10m). The remaining increase mostly relates to higher personnel expenses resulting inflationary salary
raises and staff hirings. As percentage of revenues Operating expenses reduced from 34.2% to 30.5% in 2023.
Adjusted EBITDA increased by 166.8% or € 18.9m to € 30.3m and adjusted EBIT soared by 668.3% or € 17.6m
to € 20.2m, as a result of the addition of the Pink Post distribution business and business growth in the main areas
generating economies of scale.
20
Annual Financial Report 2023 (translated)
3.4.3.Türkiye / Middle East and Africa
Business performance excl. hyperinflation
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenues
53.7
55.3
(1.7)
-3.0%
Costs of material & mailing
(42.0)
(32.6)
(9.4)
28.9%
Gross profit I
11.7
22.7
(11.1)
-48.7%
Gross margin I
21.7%
41.1%
-19.4%
Production costs
(4.6)
(11.6)
6.9
-60.1%
Gross profit II
7.1
11.2
(4.1)
-36.9%
Gross margin II
13.1%
20.2%
-7.1%
Other income
0.0
0.0
0.0
n/a
Selling and distribution expenses
(1.4)
(0.8)
(0.6)
71.8%
Administrative expenses
(0.8)
(0.6)
(0.2)
25.5%
Research and development expenses
0.0
0.0
0.0
n/a
Other expenses
(0.2)
(1.1)
0.9
-80.8%
+ Depreciation, amortization and impairment
0.3
0.4
(0.1)
-13.0%
4.9
9.0
(4.0)
-44.8%
adjusted EBITDA
adjusted EBITDA margin
9.2%
16.2%
- Depreciation, amortization and impairment
(0.3)
(0.4)
0.1
-13.0%
4.6
8.6
(4.0)
-46.2%
adjusted EBIT
The Türkiye, Middle East and Africa (MEA) segment recorded revenues of € 53.7m decreasing by € 1.7m or 3.0%
compared to 2022. This decrease stems from the security forms and ballots project for the elections in Kenya
implemented in August 2022 with an effect of approx. € -25m which was mostly offset by strong business
performance with payment products and services in the Turkish Market (€ +21m).
Pro forma Business performance excl. Kenya in
2023
2022
D '23-'22
D '23-'22 %
2022
in € million
Revenue
53.7
30.5
23.2
76.0%
Gross profit I
11.7
7.1
4.6
65.0%
Gross profit I margin
21.7%
23.2%
-1.4%
n/a
Gross profit II
7.1
4.1
3.0
72.9%
Gross profit II margin
13.1%
13.4%
-0.2%
n/a
Total OPEX excluding depreciation
(6.5)
(4.0)
(2.5)
60.8%
Total OPEX excluding depreciation as % on sales
12.1%
13.3%
-1.1%
n/a
adjusted EBITDA
4.9
2.9
2.0
68.1%
adjusted EBITDA margin
9.2%
9.7%
-0.4%
n/a
Excluding the effects from the Kenya election project, revenues grew by € 23.2m or 76.0% and Gross profit I by €
4.6m or 65.0% as the Gross margin I dipped by 1.4 percentage points from 23.2% to 21.7% due to increased
purchasing costs. Gross Profit II improved by € 3.0m or 72.9% as Gross margin II dipped by 0.2 percentage points
to 13.1% as a result of revenue growth exceeding the increase in Production costs.
21
Annual Financial Report 2023 (translated)
Operating expenses excl. D&A (OPEX)
2023
2022
D '23-'22
D '23-'22 %
in € million
Production costs
(4.6)
(11.6)
6.9
-60.1%
Selling and distribution expenses
(1.4)
(0.8)
(0.6)
71.8%
Administrative expenses
(0.8)
(0.6)
(0.2)
25.5%
Research and development expenses
0.0
0.0
0.0
n/a
+ Depreciation, amortization and impairment
0.3
0.4
(0.1)
-13.0%
Total
(6.5)
(12.6)
6.1
-48.6%
Operating expenses as a percentage of revenues
12.1%
22.8%
-10.7%
OPEX decreased by € 6.1m or 48.6% to € 6.5 million mainly due to the Kenya election project in 2022 while OPEX
excluding the effects Kenya project increased by € 2.5m or 60.8% in 2023. This increase is mainly related to higher
business activity increasing Production and Selling expenses.
Adjusted EBITDA decreased by € 4.0m from € 9.0m in 2023 including the 2022 Kenya project while excluding these
effects adjusted EBITDA increased by € 2.0m or 68.1% as a result of the strong operating performance of the
Turkish payment market.
22
Annual Financial Report 2023 (translated)
3.5.
Financial position
Consolidated statement of financial Position
31/12/2023
31/12/2022
D '23-'22
D '23-'22 %
in € million
Non-current assets
156.8
153.8
3.0
1.9%
Current assets
164.9
116.4
48.5
41.7%
Total assets
321.7
270.2
51.5
19.1%
Total Equity
107.2
80.8
26.3
32.6%
Non-current liabilities
115.2
90.0
25.3
28.1%
Current Liabilities
99.3
99.4
(0.1)
-0.1%
Total Equity and Liabilities
321.7
270.2
51.5
19.1%
Total assets increased by € 51.5m from € 270.2m to € 321.7m as of 31 December 2023 which is mainly related to
increases in inventories for raw materials, goods-in-transit (€ +22.2m) and contract assets (€ +9.5m) and restricted
cash deposits received from customers included in other receivables and contract liabilities (€ +8.1m). Non-current
assets increased by € 3.0m to € 156.8m mainly due to the cyclical revaluation of land and buildings and the effects
of hyperinflation accounting for the operations in Türkiye (€ +2.5m) and investments in machinery which were
partially offset by depreciation and amortization and the reduction in fair value of interest rate swaps for hedging
purposes (€ -1.4m).
Non-current liabilities increased by € 25.3m from € 90.0m to € 115.2m as a result of the group-wide refinancing of
loans & borrowings (€ +31.8m) being partially offset by the derecognition of long-term liabilities for management
participation programs. Equity increased by € 26.3m due to the Profit of the financial year and the implementation
of the equity settled stock option plan for senior group management (€ +9.4m). As a result of the Company’s
merger with its former subsidiary Inform P. Lykos Holdings SA, Greece, non-controlling interest was reduced from
€ 11.6m to € 0.7m. The Group’s equity ratio thus increased from 29.9% to 33.3% as of 31 December 2023.
Net Working Capital
31/12/2023
31/12/2022
D '23-'22
D '23-'22 %
in € million
Inventories
58.2
36.1
22.1
61.2%
Contract assets
20.4
10.9
9.5
87.8%
Current tax assets
0.8
0.3
0.5
134.4%
Trade receivables
44.7
40.0
4.6
11.6%
Other receivables
17.1
7.5
9.6
127.7%
141.1
94.8
46.3
48.8%
Current tax liabilities
(3.0)
(3.5)
0.5
-14.6%
Trade payables
(43.6)
(44.0)
0.3
-0.7%
Other payables
(18.3)
(13.8)
(4.5)
32.8%
Contract liabilities
(17.4)
(7.1)
(10.4)
146.6%
Deferred income
(0.5)
(3.4)
2.9
-85.3%
(82.9)
(71.8)
(11.2)
15.5%
Net Working Capital
58.2
23.0
35.1
152.5%
Net Working Capital as % on revenues
16.6%
7.4%
9.1%
n/a
Coming from a low level as of 31 December 2022, Net working capital increased by € 35.1m or 152.5% from
€ 23.0m to € 58.2m due to the high level of Inventory and Contract assets. Net working capital as a percentage of
revenues increased from a very low level in 2022 of 7.4%, after being at 15.8% in 2021 to 16.6% as of
31 December 2023.
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Annual Financial Report 2023 (translated)
Statement of cash flows
2023
2022
D '23-'22
D '23-'22 %
in € million
Cash flows from operating activities
9.1
40.9
(31.8)
-77.7%
Cash flows from investing activities
(11.8)
(17.4)
5.5
-31.8%
Cash flows from financing activities
5.6
(12.8)
18.4
-143.8%
Net increase (decrease) in cash and cash
2.9
10.7
(7.9)
-73.1%
equivalents
Capital expenditure incl. ROU, excl. M&A (CAPEX)
(18.3)
(21.4)
3.1
-14.5%
The Group’s cash flow from operating activities decreased by € 31.8m or 77.7% from € 40.9m to € 9.1m in 2023.
This decrease is essentially linked to the substantial increase in net working capital compared to 2022 whereas in
2022 the reduction in net working capital contributed positively to the operating cash-flow.
Net cash flow from investing activities was a net outflow of € 11.8m after a net outflow of € 17.4m in 2022 and
mainly relates to investments in tangible and intangible assets as well as the acquisition of the Pink Post business
through an asset deal in Romania. Additions to tangible and intangible assets including right-of-use assets (CAPEX)
decreased from € 21.4m in 2022 to 18.3m in 2023. CAPEX includes € 2.6m right-of-use assets and mainly relates
to assets acquired and rented in the context of the acquisition of the Pink Post business (€ 3.4m), continued
development of our in-house as well as acquisition of third party software (€ 3.6m) as well as improvement of the
machinery park and expansion of our operations at different sites of the Group.
Net cash flow from financing activities was a net inflow of € 5.6m in 2023 compared to a net outflow of € 12.8m
in 2022 and mostly relates to the proceeds of loans and borrowings which were partially compensated by interest
and leasing payments as well as to the payment of the annual dividend.
Net Debt
31/12/2023
31/12/2022
D '23-'22
D '23-'22 %
in € million
Cash and cash equivalents
(23.8)
(21.6)
(2.2)
10.2%
Loans and borrowings
118.9
98.2
20.6
21.0%
Net Debt
95.0
76.6
18.5
24.1%
Net Debt increased by € 18.5m from € 76.6m as of 31 December 2022 to € 95.0m as of 31 December 2023 due to
the normalization and thus increase in working capital requirements. The net debt / adjusted EBITDA ratio
decreased from 2.0 in 2022 to 1.9 as of 31 December 2023.
24
Annual Financial Report 2023 (translated)
3.6.
Financial performance indicators
Key performance indicators
2023
2022
D '23-'22
D '23-'22 %
in € million
Revenue
351.3
310.3
40.9
13.2%
Gross profit I
158.8
138.0
20.7
15.0%
Gross profit I margin
45.2%
44.5%
0.7%
n/a
OPEX excluding depreciation and impairment
(111.7)
(98.5)
(13.2)
13.4%
OPEX excluding depreciation and impairment as % on sales
-31.8%
-31.7%
-0.1%
n/a
Gross profit II
86.8
74.4
12.3
16.6%
Gross profit II margin
24.7%
24.0%
0.7%
n/a
adjusted EBITDA
49.3
38.7
10.6
27.2%
adjusted EBITDA margin
14.0%
12.5%
1.6%
n/a
adjusted EBIT
33.2
24.3
8.8
36.3%
adjusted EBIT margin
9.4%
7.8%
1.6%
n/a
adjusted Profit before tax
26.1
20.1
6.0
29.9%
adjusted Profit before tax margin
7.4%
6.5%
0.9%
n/a
adjusted Profit after tax
21.9
16.7
5.2
31.3%
adjusted Profit after tax margin
6.2%
5.4%
0.8%
n/a
Profit after Tax
17.0
5.3
11.7
220.9%
Profit after Tax margin
4.8%
1.7%
3.1%
n/a
Net Equity / Total Assets
33.3%
29.9%
3.4%
n/a
Operating Cash Flow
9.1
40.9
(31.8)
-77,7%
Operating Cash Flow as % on sales
2.6%
13.2%
-10.6%
n/a
Net Working Capital
58.2
23.0
35.2
152.7%
Net Working Capital as % on sales
16.6%
7.4%
9.2%
n/a
Net Debt / adjusted EBITDA
1.9
2.0
(0.0)
n/a
3.7.
Non-financial performance indicators
2023
2022
D '23-'22
D '23-'22 %
Non-financial performance indicators
Number of sold cards in million
134.8
127.7
7.1
5.6%
Average number of employees in full-time-equivalent
2,175
1,434
741
51.7%
Number of employees in Headcount as of 31 December
2,739
1,591
1,148
72.2%
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Annual Financial Report 2023 (translated)
4. FUTURE DEVELOPMENT AND RISKS
4.1.
Future development
The Group’s strategy going forward is to enhance its position as a leading provider for payment solutions, as well
as digital transformation technologies. Based on the high expertise in its field and strong data security and software
development capabilities AUSTRIACARD HOLDINGS will leverage its diversified client base and longstanding
relationships in addressing their business need and be an enabler for their growth. In this context, the Group’s
main strategy pillar is increasing its market share and creating a more balanced product portfolio by implementing
actions such as:
A. Market penetration and market development through:
i. Expanding its geographical presence in markets where it is underrepresented or has not reached
maturity level. The focus markets/ regions are US, UK, Türkiye, Middle East and Africa.
ii. Increasing the contribution of digital services and solutions in the markets of its current operation, by
making the Group’s combined product and solutions portfolio available initially to its existing clientele.
iii. Increasing its client base starting from the banking sector by serving the rapidly growing Challenger
Banks in existing and new markets, exploiting its track record and references on how to serve the needs
of this different client base.
B. Product portfolio development and diversification through:
i. Enhancing the Group’s product portfolio, which is serving the banking sector, focusing on solutions like
biometric payment cards as a service and on end-to-end solutions for digital and neo-banks
ii. Providing additional formats of payment cards addressing the client’s needs and recent technical trends
(like fingerprint cards, metal cards, eco-friendly cards, wearables, micro tags stickers)
iii. Continue investing in owned developed software for digitalization solutions using machine learning and
AI technologies. Also advancing in data analytics providing tools for trends understanding and
management decisions
In the fast-moving market place the Group is operating in, it has decided to grow its presence and offering also by
means of “acquiring” from the market already established solutions that are usually at the early stage of
development and deployment. In this direction, the Group has already had some M&A activity in recent years that
have enabled it to enrich its product offering and geographical footprint.
Additionally, in order for AUSTRIACARD HOLDINGS to maintain and to further increase its competitiveness, it needs
to innovate constantly. Developing the right technology at the right time and having the necessary organizational
structures in place is crucial. We seek to follow and cautiously anticipate market developments through carefully
targeted investments. Maintaining and improving our R&D capabilities is mandatory for our future growth.
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Annual Financial Report 2023 (translated)
4.2.
Outlook
After the strong business growth in 2023 and despite the continued weak outlook for the global and European
economy in 2024, we expect further business growth for the business year 2024. The rationale behind this growth
expectation can be associated mainly with the following drivers: a) significant increase in the turnover from Digital
Transformation Technologies, especially with the implementation of the public digitalization projects in Greece and
b) uptick in demand from challenger banks after a slowdown in the second half of 2023.
4.3.
Risk Management, risks and uncertainties
By striving for sustained and profitable growth, AUSTRIACARD HOLDINGS is exposed to risks. We seek to limit our
exposure solely to unavoidable risks and closely monitor the effects of such exposure to limit the overall risk.
Therefore, risk management is a fundamental part of our planning process and the implementation of our strategy.
Risk policies, internal control and risk management were determined by management and are apparent in our
monthly reporting. Monthly results are closely analysed; adequate measures to manage risks are determined and
monitored in management meetings.
The Management Board is responsible for the Group’s risk management, defines the risk policy which is generally
characterized by a conservative approach and sets the framework for Group-wide risk management. Following the
listing of the Group and based on a history of effectively managing risks and opportunities, the Management Board
has implemented the following formalized risk process in order to ensure compliance with the Austrian Corporate
Governance Code. There is a focus on risk prevention and risk reduction which are, as far as economically justifiable,
achieved by appropriate control measures and complemented by the Group’s insurance program. Each risk area
that is considered to be significant is assigned to a risk area officer with relevant expertise who is responsible for
analysing, assessing, controlling, and monitoring the respective risks. Thus, the risk management process does not
take place in an isolated way, but as an integral part of the organization and its procedures. The identified risks
are evaluated in terms of potential damage and probability of occurrence before as well as after taking safeguarding
and steering measures.
For each risk that is identified and considered to be significant for the Group, specific control, steering and
safeguarding measures are determined, taking into account the Group-wide risk policy, in order to manage the
respective risk. These measures are continuously evaluated and developed or amended. They are oriented towards
improving the Group’s risk position, however without restricting possible opportunities.
If any of the risks outlined in the section below materialises, this could have an adverse effect on the business,
financial condition, and result of operations of the Group:
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Annual Financial Report 2023 (translated)
4.3.1.Risks relating to the (macro-) economic and political environment
Risks related to uncertainty in the current economic context
Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in the current economic
context, mainly due to the heightened geopolitical tensions following Russia’s invasion of Ukraine and the conflict
in Gaza, which have exacerbated inflationary pressures, supply chain bottlenecks and volatility in commodity and
financial markets. The combined effect thereof may have an adverse effect on business and consumer confidence
and the global economy generally. An economic downturn may impact the Group’s customers, resulting in their
inability to pay amounts owed to the Group and may affect demand for the Group’s goods and services. Additionally,
the sourcing and cost of raw materials may be negatively affected.
Inflationary pressures
The Group’s business and operations may be affected by the current inflation surge, which started around mid
2021 after a few decades of very low inflation and was accelerated by Russia’s invasion of Ukraine. Inflation is
expected to put upward pressure on the Group’s expenses, particularly wages, operating expenses and material
costs.
4.3.2.Risks relating to the Group’s industry and business
Evolving market trends and changing technologies
The market for electronic payment systems is characterized among others by: rapid technological advancements,
frequent product introductions and enhancements, local certification requirements and product customizations,
evolving industry and government performance and security standards and regulatory requirements, introductions
of competitive products and alternative payment solutions, such as mobile payments and processing, at the POS
(point of service) and rapidly changing customer and end user preferences or requirements. Because of these
factors, the Group must continually enhance its existing solutions and develop and market new solutions and it
must anticipate and respond timely to these industry, customer and regulatory changes in order to remain
competitive.
Additionally, while the Group expects innovative solutions developed to address the ongoing digital transformation
to comprise an important and increasing component of the Group’s services portfolio going forward, the Group
faces the risk that some industries may not continue to aggressively pursue their “digital reinvention”. The fact that
the Group has a wide industry reach and does not depend on one industry only gives the ability to mitigate any
turbulence or slower digital transformation progress.
Sales and competition
The markets for the Group’s solutions and services are highly competitive and rapidly evolving, and it has been
and expects to continue to be subject to significant competition from existing and new competitors and a variety
of technologies. Traditionally, the Group has competed with other large manufacturers which are considerably
larger, have more resources, are more established and benefit from greater name recognition. In certain areas,
the Group also competes with smaller companies that have been able to develop strong local or regional customer
bases. In addition, some of these competitors may use aggressive pricing policies which may result in the Group
facing significant downward pressures on prices in certain countries and regions.
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Annual Financial Report 2023 (translated)
The electronic payment industry is facing recent competition emerging from non-traditional competitors, such as
Apple, PayPal and Google, which offer alternative payment methods that generally bypass the traditional card-
based interchange-based payment processing systems on which much of the industry’s current business model is
largely based. Moreover, these non-traditional competitors have considerable financial resources and strong
networks and are highly regarded by consumers. However, EMV cards are the pre-eminent mean of payment and
is a reliable back up to new means of payment such as electronic wallets. On the other hand there is still a big
migration to happen from cash payment to credit/debit cards which will ensure the growth projected. Additionally,
Challenger Banks where the Group has a big market penetration, as well as traditional banks issue cards as a
marketing tool and to have a physical connection with their customers since the number of physical branches is
reducing.
To mitigate that risk, the Group aims at effectively competing with existing competitors and new market entrants
by developing and offering, in a timely manner, an attractive solutions portfolio with technological features its
customers desire.
Procurement
The Group utilizes, as customary in this industry, a limited number of suppliers and service providers to supply
certain of the key components of the cards, the print products and other components, used in the development
and operation of the Group’s services and products. In particular, the Group collaborates with specific suppliers for
the supply of materials based on long-term partnerships which are mainly governed by framework contracts with
an indefinite duration or a definite duration of up to 3 years based on which materials and services are ordered
according to operational requirements.
The Group relies upon these suppliers to produce and deliver products and materials on a timely basis and at an
acceptable cost. Business interruptions could affect the ability of these suppliers to produce and deliver the ordered
products and services on time. If these suppliers and service providers were unable to continue providing their
services, the Group could encounter difficulty finding alternative suppliers. Nevertheless for some of the critical
components used in production we have qualified alternative supplier to mitigate this risk.
Supply chain management
If the Group inaccurately forecasts demands for its products, it could end up with either excess or insufficient
inventory to satisfy demand. This problem is exacerbated because the Group generally receives a volume of
customer orders on short notice which leaves the Group little time to adjust inventory mix to match demand. During
the transition from an existing product to a new replacement product, the Group must accurately predict the
demand for the existing and the new product. Furthermore, introducing new products into the Group’s current
markets or existing products into new markets involves the uncertainty of whether the market shall adopt the
Group’s product in the volumes and time frames that it anticipates or at all. Not properly managed inventory levels
could lead to increased expenses associated with writing off excessive or obsolete inventory, maintaining significant
inventory of components and thus increasing net working capital and indirectly financing costs and decreasing
liquidity, additional shipping costs to meet immediate demand and a corresponding decline in gross margins or lost
sales. As such forward looking rolling forecast is being implemented from the Group in order to manage in the best
possible way the demand coming from its client base.
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Annual Financial Report 2023 (translated)
Business interruption
The Group depends on the efficient and uninterrupted operation of numerous systems, including its computer
systems, software, servers and data centers. The services the Group delivers are designed to securely and reliably
process very complex and sensitive digital data volumes and to manage and distribute these data at very high
volumes and processing speeds. Any failure to deliver an effective and secure service or performance issues that
result in significant processing or reporting errors or service outages could have an adverse effect on a potentially
large number of users, the Group’s business, and, ultimately, its reputation. Events that could cause system
interruptions include, but are not limited to, fire, natural disasters, telecommunications failure, computer viruses,
unauthorized entry, terrorist acts and war. To mitigate such risks, the Group is developing and implementing plans
for disaster recovery, back-up sites and protective measures against natural disasters and other potential causes
for business interruption.
Information security and Data breach
The Group operates in an industry that makes it a target of cyber and other attacks, including hacking attacks, on
its systems as well as on its payment solutions. The Group’s business involves the collection, transmission, storage
and use of proprietary data or personally-identifying information of its customers, business partners and employees,
as well as, in certain cases, end-users of its products or services, including names and addresses, cardholder data,
and payment history records, among other data and information. The confidentiality and integrity of the client and
consumer information on the Group’s servers and other information systems is critical to the operation of its
business. As a result, the Group is exposed to risks of third-party security breaches, including hacking attacks,
employee error, malfeasance, or other irregularities or compromises of its systems which could result in the loss
or misappropriation of sensitive data, corruption of business data or other disruption to the Group’s operations.
The Group has devoted significant resources to security measures, processes and technologies to protect and
secure its networks and systems, but they cannot provide absolute security, especially in light of rapid advances in
computer capabilities and cryptography. Key measures to mitigate these risks are among others data privacy and
data protection measures, data leakage prevention controls and the implementation of cyber security measures
including vulnerability and penetration testing.
Compliance with industry and government regulations and standards
The Group’s products and services must meet industry standards such as the Payment Card Industry standards
(PCI for Card Production and Provisioning - PCI CP&P) as well as those imposed by payment transactions standards
setting organizations such as EMV and other associations and standard setting organizations (such as ISO). The
Group’s operational sites are certified according to the above mentioned standards.
The Group is a certified producer of Visa, Mastercard (CQM) and Diners Club International brands and operates
under permanent supervision of external auditors appointed or accredited by the PCI Security Standards Council
(PCI SSC) and other institutions following strict standards for digital and physical security. The Company has
effective specific security policies and procedures which are audited on an annual basis with respect to physical
and logical security by PCI Card Production Security Assessors (CPSA), card schemes and relevant ISO Standards’
accreditation bodies. All previous audit procedures have been successfully concluded without any impact on the
relevant certifications.
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Annual Financial Report 2023 (translated)
4.3.3.Regulatory and legal risks
Privacy and protection of personal data
In conducting its activities, the Group regularly acts as processor of personal data. Therefore, the Group is subject
to data privacy and protection laws and regulations of various jurisdictions that apply to the collection, transmission,
storage and use of proprietary information and personally-identifying information. As data processors, the Group
companies are most often subject to more obligations in terms of data protection than a data controller, in light of
the fact that these obligations are of two categories, respectively those provided by law as mentioned above and
those arising from the contractual relationships concluded with data controllers who have the freedom to send
specific instructions to the processor regarding data protection. The regulatory environment surrounding
information security and data privacy varies from jurisdiction to jurisdiction and is constantly evolving and
increasingly demanding.
The Group’s failure to keep apprised of and comply with privacy, data use and security laws, standards and
regulations could result in the suspension or revocation of licenses or registrations, the limitation, suspension or
termination of services and the imposition of administrative, civil or criminal penalties including fines, or may cause
existing or potential customers to be reluctant to conduct business with the Group, damage to the Group’s
reputation and its brand, any of which could have an adverse effect on the Group’s business, results of operations
and financial condition. To mitigate this risk the Group has implemented relevant data privacy and data protection
measures.
Compliance with laws and regulations
Compliance risks arising from possible non-conformity with standards, laws, ethical codes of conduct, and, where
applicable, voluntary commitments, such as the code of conduct, are managed especially by means of preventive
measures such as regular systematic compliance monitoring, the four-eyes principle as well as Group-wide
guidelines and trainings. The aim is to ensure strict adherence to compliance requirements.
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Annual Financial Report 2023 (translated)
4.3.4.Financial risks
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases and borrowings are denominated and the respective functional currencies of Group companies. The
functional currencies of Group companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA).
The currencies in which the Group’s transactions are denominated are mainly Euro and RON and to a lesser extent
GBP (British Pound), USD (US Dollar), TRY (Türkiye), ALL (Albania), PLN (Poland) and others.
Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries
in Romania, Turkey, Albania, Poland, UK and USA from functional (local) to presentation currency and its
incorporation in the Group’s financial statements.
Management continuously monitors the development of relevant foreign exchange rates for current or upcoming
transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers
and receiving invoices from suppliers as well as borrowing financial debt in the functional currency of the respective
group component. As most costs of the Group accrue in Euro the Group also aims at fixing Euro sales prices for
deliveries invoiced local currency. Where deemed useful, the Group uses foreign currency derivatives to hedge
future transactions, trade receivables and liabilities.
Interest rate risk
The Group is essentially financed using borrowings and loans with variable interest rates which are mostly linked
to the Euribor. If the Group would not use derivatives for hedging, interest charges would – given the same level
of net debt – increase if the Euribor increases. Management continuously monitors the development of net debt
and interest rates.
In order to reduce the Group’s interest rate risk, interest rate swaps have been concluded to change the variable
interest rate to a fixed interest rate for long-term loans.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-
worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are
banks and utility companies with sound credit ratings which reduces the Group’s overall credit risk. In order to
further decrease credit risk, the Group uses non-recourse factoring for certain customers.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation.
The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term
financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and
based on 90 to 360 day forecasts. Net cash requirements are compared to available borrowing limits, to identify
surpluses or deficiencies in liquidity.
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Annual Financial Report 2023 (translated)
5. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS
The Management Board is responsible for establishing and structuring an appropriate internal control and risk
management system with regard to the accounting process, financial reporting and the preparation of the
consolidated financial statements. This ensures the completeness, reliability and traceability of financial
information. In addition, the appropriateness and efficiency of the processes and compliance with legal, contractual
and internal regulations are ensured.
The organizational and operational structure defines clear and unambiguous responsibilities for the individual
companies and the Group. The central functional areas "Group Reporting" and "Group Controlling" are responsible
for drawing up uniform, state-of-the-art Group guidelines and for organizing and monitoring financial reporting
within the Group.
The basis of the processes for Group accounting and reporting is an accounting manual, which is regularly updated
and is based on the International Financial Reporting Standards (IFRS). Group guidelines, work instructions and
process descriptions form another important basis of the internal control system (ICS). Key elements of the ICS
include regular compliance with the principle of dual control, the upright separation of functions and defined control
steps for monitoring and auditing the effectiveness and efficiency of operating activities, the reliability of financial
reporting and compliance with the relevant legal requirements for the company. AUSTRIACARD HOLDINGS acts in
accordance with international standards and best practices.
Business transactions are recorded using different software solutions. The individual companies deliver monthly
reporting packages to Group headquarters containing all relevant accounting data for the statement of
comprehensive income, balance sheet and cash flow statement. This data is entered into the central consolidation
system IDL Konsis on a monthly basis. The financial information is reviewed at Group level and forms the basis for
ongoing management reporting as well as for the annual financial report and the half-year interim report in
accordance with IAS 34.
Defined consolidated Group reports consisting of the income statement, balance sheet, equity reconciliation and
cash flow statement are prepared on a monthly basis and submitted to the Executive Board and the extended
Group management. These reports include a comparison with the budget and the previous year. The Management
Board informs the Supervisory Board on a quarterly basis about economic developments in the form of
presentations consisting of the consolidated financial statements, segment reporting, earnings performance with
budget and previous year comparisons, forecasts and selected key figures.
Internal Audit has been set up as a staff unit of the Management Board, with the Group CFO being technically
responsible. The annual audit plan is approved by the Audit Committee of the Supervisory Board based on the
proposal of Internal Audit and of the Management Board. Internal Audit reports in writing on the results of the
audits to the Management Board and the Audit Committee of the Supervisory Board on a quarterly basis.
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Annual Financial Report 2023 (translated)
6. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED
AGREEMENTS IN ACCORDANCE WITH SECTION 243 A (1) UGB
Composition of capital, stock categories
Please refer to note 22.A (Share capital and additional paid in capital).
Restrictions concerning the voting rights and the transfer of shares
There were no restrictions on voting rights or the transfer of shares as at the reporting date.
Direct or indirect participation in capital of at least 10 %
As at December 31, 2023, according to the information disclosed to the company, the following persons held
interests of at least 10 percent in the company's capital:
Mr. Nikolaos Lykos, Chairman of the Company's Management Board
Owners of shares with special control rights and a description of these rights
There are no shares with special control rights.
Type of voting rights control for capital participation by employees, if they do not directly exercise the right to
vote
There is no such capital participation model for employees.
Provisions for appointment and revocation of members of the Management Board and the Supervisory Board and
regarding alteration of the Articles of Association of the Company that do not arise directly from the Act
There are no provisions of this type.
Authorization of the members of the Management Board that does not arise directly from the Act, in particular
with regard to the option of issuing or repurchasing shares
Please refer to note 22.A (Share capital and additional paid in capital) and 22.B (Authorized capital).
All significant agreements to which the Company is a party and that take effect are modified or terminated in the
event of a change of control of the Company as a result of a takeover offer as well as its effects; agreements
which would significantly damage the Company if made public are excepted, unless the Company is obligated to
make such information public as a result of other statutory provisions
There is a standard market "change of control" clause, which may lead to the termination of the agreement, with
regard to the company's syndicated financing facility totaling € 186.6 million.
Existence and significant content of compensation agreements between the Company and the members of its
Management and Supervisory Boards or employees in the event of a public takeover offer
There are no agreements of this type.
34
Annual Financial Report 2023 (translated)
7. CONSOLIDATED NON-FINANCIAL STATEMENT IN ACCORDANCE WITH SECTION 267 A UGB
The option was chosen to meet the obligations pursuant to section 267a UGB by preparing a separate consolidated
non-financial report.
35
Annual Financial Report 2023 (translated)
8. PERSONNEL
The expertise and dedication of our employees in all segments have made a significant contribution to the success
of AUSTRIACARD HOLDINGS. Operating growth was achieved despite difficult market conditions and related
challenges as a result of the support of each individual employee.
The COVID-19 pandemic in Europe has reminded us that health is the most important thing and cannot be taken
for granted. As a Group, we are committed to protect the health of our employees even after the end of the
pandemic. For this reason, various measures have been taken to promote both physical and mental health.
Our employees’ knowledge, capacity for innovation and high motivation are preconditions for the further
internationalization and success of AUSTRIACARD HOLDINGS Group. Therefore, the Group aims to promote team
spirit and motivation through initiatives such as the AUSTRIACARD Academy which is aimed at continued internal
education and at improving internal cooperation.
As it is key that all employees understand and are aligned with the Group’s objectives and work effectively together
to reach these goals, a part of the annual remuneration of employees in management positions consists of variable
performance components which are tied to meeting Group targets (Revenues, adjusted EBITDA and adjusted
Profit before tax targets) and personal goals depending on the field of responsibility which are agreed on an annual
basis.
In total, the Group’s headcount has increased from 1,591 as of 31/12/2022 to 2,739 as of 31/12/2023 mainly as
of the addition of the Pink Post postal and courier services business in Romania.
Number of employees
31/12/2023
31/12/2022
D '23-'22
D '23-'22 %
Western Europe, UK, Nordics, Americas
534
549
(15)
-2.7%
Central Eastern Europe & DACH
2,082
942
1,140
121.0%
Türkiye / Middle East and Africa
102
97
5
5.2%
Corporate
21
3
18
600.0%
Total
2,739
1,591
1,148
72.2%
The average number of employees counted as full-time-equivalents was increased by 741 FTE from 1,434 FTE in
2022 to 2,175 FTE in 2023.
36
Annual Financial Report 2023 (translated)
9. ENVIRONMENTAL MANAGEMENT
AUSTRIACARD HOLDINGS prevents any pollution caused during production as far as possible by means of an
effective environmental management system. This management system is based on statutory provisions and
requirements. Therefore we
Comply with environmental protection laws and regulations in all Countries of operations
Take into consideration regular environmental impact assessment
Apply appropriate practices to systemically identify and review our environmental impact, to improve our
environmental performance
Conduct regular management review meetings to examine environmental issues and assess our
environmental performance
Additionally, our operating entities AUSTRIACARD GmbH, TAG Systems SAU, TAG Systems Smart Solutions SLU
and TAG SYSTEMS UK Limited, INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply
with ISO 14001:2015 (Environmental management systems). AUSTRIACARD GmbH also complies with EMAS (Eco
Management and Audit Scheme) and INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS
UK Limited comply with FSC (Forest Stewardship Council). The managers of the respective production and business
premises are responsible for complying with these provisions. Furthermore, there are clear regulations governing
the responsibilities for environmental protection issues in all countries where the Group operates.
37
Annual Financial Report 2023 (translated)
B) CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
in € thousand
Note
31 December 2022
01 January 2022
31 December 2023
restated
restated
Assets
Property, plant and equipment and right of use assets
16
Intangible assets and goodwill
17
Equity-accounted investees
18
Other receivables
20
Other long-term assets
9
Deferred tax assets
15
Non-current assets
Inventories
19
Contract assets
9
Current income tax assets
Trade receivables
20
Other receivables
20
Cash and cash equivalents
21
Current assets
Total assets
Equity
Share capital
22
Share premium
22
Other reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
29
Total Equity
Liabilities
Loans and borrowings
24
Employee benefits
13
Other payables
25
Deferred tax liabilities
15
Non-current liabilities
Current income tax liabilities
Loans and borrowings
24
Trade payables
25
Other payables
25
Contract liabilities
9
Deferred income
Provisions
Current Liabilities
Total Liabilities
Total Equity and Liabilities
The following explanatory notes constitute an integral part of these consolidated financial statements.
39
Annual Financial Report 2023 (translated)
Consolidated income statement
The income statement of the Group for the year 1/1 – 31/12/2023 and the respective comparative figures of the previous year are the following:
2022
in € thousand
Note
2023
restated
Revenues
9
Cost of sales
(276,255 )
(239,855 )
Gross profit
Other income
10
Selling and distribution expenses
10
(23,483 )
(22,107 )
10
Administrative expenses
(28,222 )
(28,864 )
Research and development expenses
10
(7,360 )
(6,254 )
Other expenses
10
(1,675 )
(3,771 )
+ Depreciation, amortization and impairment
16, 17
EBITDA
- Depreciation, amortization and impairment
(16,127 )
(14,408 )
16, 17
EBIT
Financial income
11
Financial expenses
(10,978 )
(8,606 )
11
Result from associated companies
18
Net finance costs
(10,391 )
(8,405 )
Profit (Loss) before tax
Income tax expense
(4,231 )
(3,544 )
15
Profit (Loss)
Profit (Loss) attributable to:
Owners of the Company
Non-controlling interests
Earnings (loss) per share
basic
12
diluted
12
The following explanatory notes constitute an integral part of these consolidated financial statements.
40
Annual Financial Report 2023 (translated)
Consolidated statement of comprehensive income
2022
in € thousand
Note
2023
restated
Profit (Loss)
Other comprehensive income
Items that will never be reclassified to profit or loss
Revaluation of property, plant and equipment
16
Related tax
(488 )
Revaluation of defined benefit liability
13
(164 )
Related tax
(31 )
Items that are reclassified to profit or loss
(1,353 )
26
Cash flow hedges
(715 )
Related tax
Currency translation differences of foreign operations
(2,000 )
(368 )
Other comprehensive income, net of tax
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
The following explanatory notes constitute an integral part of these consolidated financial statements.
41
Annual Financial Report 2023 (translated)
Consolidated statement of changes in equity
For the year ended 31 December 2023
Attributable to owners of the Company
Cash flow
Reserve for
Non-con-
in € thousand
Note
Share
Share
Translation
Revaluation
IAS 19
hedge
share-based
Retained
trolling
Total
capital
premium
reserve
reserve
reserve
reserve
payments
earnings
Total
interests
equity
Balance at
1 January 2023
(8,098 )
(392 )
-
restated
-
-
-
-
-
-
-
Profit (Loss)
Other comprehensive
-
-
(127 )
(1,042 )
-
-
income
Total
comprehensive
(127 )
(1,042 )
-
income
Cross-border merger
6, 22
(392 )
-
-
-
-
(6,018 )
(11,321 )
and capital increase
Capital increase from
22
(18,177 )
-
-
-
-
-
-
-
-
-
own funds
Distribution of
-
-
-
-
-
-
-
(909 )
(909 )
-
(909 )
dividends
Effect hyperinflation
-
-
-
-
-
-
-
(165 )
(165 )
-
(165 )
IAS 29
Management
13
-
-
-
-
-
-
-
(602 )
participation programs
Other movements
-
-
-499
-
-
-
-
-
-
Balance at 31
(7,860 )
(519 )
December 2023
42
Annual Financial Report 2023 (translated)
For the year ended 31 December 2022 restated
Attributable to owners of the Company
Non-
Cash flow
Total
Share
Share
Translation
Revaluation
IAS 19
Retained
controlling
in € thousand
hedge
Total
equity
capital
premium
reserve
reserve
reserve
earnings
interests
reserve
Balance at 1 January 2022 as
(5,846 )
(600 )
(174 )
disclosed
Adjustments due to error corrections
7
-
-
(225 )
-
-
(2,031 )
(2,123 )
(69 )
(2,192 )
Balance at 1 January 2022
(6,071 )
(600 )
(174 )
restated
-
-
-
-
-
-
Profit (Loss)
Other comprehensive income
-
-
(2,027 )
-
Total comprehensive income
(2,027 )
Increase of share capital and share
-
-
-
-
(17,256 )
(1,071 )
premium
Distribution of dividends
-
-
-
-
-
-
-
-
(433 )
(433 )
Effect hyperinflation IAS 29
-
-
-
-
-
-
Acquisition of non-controlling
-
-
-
-
-
-
(2,305 )
(2,305 )
(1,237 )
(3,542 )
interests without loss of control
Management participation programs
-
-
-
-
-
-
Balance at 31 December 2022
(8,098 )
(392 )
restated
43
Annual Financial Report 2023 (translated)
Consolidated statement of cash flows
The statement of cash flows of the Group for the year 1/1 – 31/12/2023 and the respective comparative figures of the previous year are the
following:
Not
2022
in € thousand
e
2023
restated
Cash flows from operating activities
Profit (Loss) before tax
Adjustments for:
16,
-Depreciation, amortization and impairment
17
-Net finance cost
11
-Net gain or loss on disposal of non-current assets
(24 )
(685 )
-Change in associated companies
-Change in provisions
(143 )
13
-Other non-cash transactions
Changes in:
-Inventories
(22,090 )
(12,886 )
19
-Contract assets
(9,534 )
(2,160 )
9
-Trade and other receivables
(14,221 )
(10,791 )
20
-Contract liabilities
9
-Trade and other liabilities
25
-Taxes paid
(6,383 )
(1,630 )
Net cash from (used in) operating activities
Cash flows from investment activities
Interest received
Proceeds from sale of property, plant and equipment
Dividends received from associated companies
17,
Payments for acquisition of subsidiaries and business, net of cash acquired
(1,140 )
(2,905 )
28
16,
Payments for acquisition of property, plant and equipment & intangible assets
(11,065 )
(14,503 )
17
Payments for acquisition of equity of other companies
(45 )
Net cash from (used in) investing activities
(11,829 )
(17,355 )
Cash flows from financing activities
Interest paid
(7,700 )
(4,169 )
Acquisition of non-controlling interests
(3,095 )
Proceeds from loans and borrowings
24
Repayment of borrowings
(90,807 )
(14,047 )
24
Payment of lease liabilities
(2,895 )
(3,799 )
24
Dividends paid to non-controlling interest
(433 )
Dividends paid to owners of the company
(909 )
Net cash from (used in) financing activities
(12,773 )
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at 1 January
Effect of movements in exchange rates on cash held
(690 )
(602 )
Cash at 31 December
The following explanatory notes constitute an integral part of these annual financial statements.
44
C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Basis of preparation
1. Reporting Entity
2. Basis of accounting
The accompanying consolidated financial statements (hereinafter “financial statements”) have been prepared by Management pursuing §245a of the Austrian Commercial Code in accordance with the International Financial Reporting Standards (hereinafter ≪IFRS≫) as adopted by the European Union (EU). The financial statements have been prepared on historic costs basis, as modified following the adjustment of certain assets and liabilities at fair values. These financial statements are presented in euro, which is the functional currency of the Company.
Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these individual figures can therefore produce results that differ from the totals shown.
Details of the Group’s accounting policies and methods, including changes during the year are included in notes 34 and 35.
3. Use of judgments and estimates
In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses and the notes to the financial statements. Actuals may differ from these estimates.
Judgments, estimates and assumptions are based on the experience from previous years and other factors, included the expectations of future events that are considered reasonable under the particular conditions. Management considers the following accounting estimates and assumptions discussed below to be its critical accounting estimates.
i.
Testing for impairment of goodwill and non-current other assets
Management tests at least annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on the higher between value-in-use calculations and fair value less costs to sell. The preparation of these calculations requires the use of estimates, as for example planning of future cash flows and derivation of the discount rate.
ii.
Acquisition of subsidiaries: Determination of Fair Values of the identifiable assets and liabilities acquired
When companies were acquired in the past, customer relationships were identified as the main identifiable intangible assets. There were determined using the “Multi-Period-Excess-Earnings” method. These calculations require the use of estimates, such as planning future revenues and expenses, as well as deriving the discount rate.
iii.
Valuation of management participation programs
Group companies have adopted management participation programs for Group executives. In this context, on the one hand, it is necessary to assess whether the programs are balanced by equity instruments or cash-settled. On the other hand, in the case of programs settled by equity instruments at the time of introduction and in the case of cash-settled programs, the programs launched must be assessed annually and accounted for accordingly over the course of the programs. These valuations require the use of estimates, such as planning future revenue and expenses, and deriving the discount rate.
Annual Financial Report 2023 (translated)
45
iv.
Revaluation of land and building
The revaluation model in accordance with IAS 16 is applied to the Groups own land and real estate. The necessary revaluations are carried out with sufficient regularity. In addition, a review is carried out at least once a year to determine whether the relevant m² price of the properties has changed significantly. If this is the case, an external revaluation report is prepared on ad hoc basis.
4. IAS 29 Financial Reporting in hyperinflation economies
The financial statements of the Turkish subsidiary – previously prepared on the basis of the concept of historical acquisition and production costs – were adjusted in accordance with the criteria of IAS 29 as of 31.12.2023 as well as 31.12.2022. The CPI 2003 consumer price index published by the Turkish Statistical Institute, the national institute for statistics, was used as an appropriate price index. The price index as of 31.12.2023 was 1859.38 (31.12.2022: 1128.45). The change in the index in fiscal year 2023 can be found in the following table:
| Date | Index CPI 2003 | Monthly change |
| 31/12/2022 | 1128.45 | |
| 31/01/2023 | 1203.48 | 6.6% |
| 28/02/2023 | 1241.33 | 3.1% |
| 31/03/2023 | 1269.75 | 2.3% |
| 30/04/2023 | 1300.04 | 2.4% |
| 31/05/2023 | 1300.60 | 0.0% |
| 30.06.2023 | 1351.59 | 3.9% |
| 31.07.2023 | 1479.84 | 9.5% |
| 31.08.2023 | 1614.31 | 9.1% |
| 30.09.2023 | 1691.04 | 4.8% |
| 31.10.2023 | 1749.11 | 3.4% |
| 30.11.2023 | 1806.50 | 3.3% |
| 31.12.2023 | 1859.38 | 2.9% |
The effects of IAS 29 on these consolidated financial statements are presented in the individual relevant sections of the financial statements.
Annual Financial Report 2023 (translated)
46
5. Impact of macroeconomic conditions and climate risk on consolidated financial statements
From a macroeconomic perspective, the 2023 financial year was characterized by the further rise in interest rates and persistently high inflation and energy prices, which - among other effects - led to an increase in operating expenses and interest expenses. These cost increases were offset in the past financial year by economies of scale and, where possible, sales price adjustments. A similar development, albeit with lower inflation expectations and adjusted for the specific situation of the respective CGU, was also assumed for purposes of the medium-term planning and impairment testing.
The Group recognizes environmental protection as a particularly important global need. The industry in which the Group companies operate has no significant negative impact on the environment. To protect the environment, the Group complies with the applicable environmental protection laws and regulations in all countries in which it operates. In addition, suitable practices are used to systematically identify and review the impact of business activities on the environment. At present, the climate crisis does not have any immediate, direct impact on the consolidated financial statements or the Group as a whole that would require a fundamental adjustment to the business models currently used. Group management monitors developments in this area as part of ongoing business activities and risk management and acts with foresight in order to identify any strategic risks and opportunities that may arise in good time and take them into account in its business policy.
6. Cross-border merger and listing
On 30 January 2023, the extraordinary general assemblies of Inform P. Lykos Holdings SA and AUSTRIACARD HOLDINGS AG have resolved on the cross-border merger of Inform P. Lykos Holdings SA as transferring company into AUSTRIACARD HOLDINGS AG as absorbing company. The cross-border merger has become legally effective on 17 March 2023.
The completion of the cross-border merger was a premise for AUSTRIACARD HOLDINGS AG for getting admission for trading on the regulated market of the
Vienna
Stock Exchange as well as the Athens Stock Exchange. From first trading day on 23 March 2023 the shares of the Company are now traded in the segment prime market of the Vienna Stock Exchange and the segment main market of the Athens Exchange (ATHEX), in each case under the Code “ACAG” (ISIN: AT0000A325L0).
As a result of the cross-border merger the assets of the absorbed company, representing a total value of t€ 17,730 were contributed to the absorbing company as a contribution in kind, and the share capital of the absorbing company was increased by a nominal amount of t€ 1,315 from currently t€ 16,862 to t€ 18,177 by issuing 1,314,867 new bearer shares. t€ 16,415 of the contribution in kind was transferred to the share premium. As a result of the merger former non-controlling interests in related to the former shareholders of Inform P. Lykos Holdings SA amounting to t€ 11,321 were reclassified to equity attributable to the owners of the Company.
Annual Financial Report 2023 (translated)
47
7. Correction of error and change in presentation
Correction of error
Error correction regarding non-controlling interests with put options
As remuneration from a management participation program that has already expired and one that is still running, a member of the Management Board in his function as managing director of a subsidiary received shares in the subsidiary or can continue to receive additional shares if certain conditions are met (with an absolute upper limit of 10% of the shares). The shares previously received by the member of the Management Board were recognized as non-controlling interests in the consolidated financial statements in previous reporting periods. However, with the agreement of the ongoing management participation program in 2021, the Group was granted a call option and the member of the Executive Board was granted a put option for the total shares transferred from both programs up to the date of exercise. The options can be exercised when the Management Board member leaves the management of the subsidiary; the exercise price is set at a value based on the current EBITDA and net debt of the subsidiary at the time of exercise. According to the Group's accounting policies, such puttable equity interests in subsidiaries with put options held by non-controlling shareholders represent financial liabilities for the Group. Irrespective of whether the non- controlling shareholders are currently the beneficial owners of the shares or not, they are therefore accounted for as an early acquisition, i.e. the shares covered by the Management Board member's put option are attributed to the Group from the outset as if the right had already been exercised. As a result, the liability from the put option is measured at fair value through profit or loss on each reporting date. As a result, upon conclusion of the call and put option, the shares already transferred to the Management Board member and subsequently the additional shares transferred to this member would no longer have been recognized in the consolidated financial statements as non-controlling interests, but as a financial liability in the amount of the exercise price measured using current parameters on the respective reporting date. For this reason, the non-controlling interests and the accumulated results in the consolidated financial statements were overstated in previous periods and the financial liabilities were understated. In addition, the annual result of the subsidiary for 2022 is to be allocated in full to the Group and not pro rata to the non-controlling interests. The effects of the retrospective error correction on the consolidated financial statements as at the respective reporting dates are shown in the tables below in column "error correction liability put option". Further details on the current management participation program are explained in section 13.E.
As part of the error correction in the consolidated income statement for 2022, the effect of the subsequent measurement at fair value as at 31.12.2022 also had to be recognized for the financial liability from puttable instruments recognized retrospectively as at 1.1.2022. This measurement effect is recognized in the income statement under administrative expenses. The profit distribution of t€ 33 attributable to the shares held by the member of the Management Board in 2022, which was previously recognized directly in equity as a reduction in non- controlling interests, had to be recognized as a financing expense in the consolidated income statement as a result of the correction relating to the shares.
Error correction regarding vacation credits not recognized as liabilities
In two Romanian Group companies, existing employee vacation credits were incorrectly not recognized in previous years. The error was corrected by adjusting the corresponding balance sheet items for previous reporting periods and the expense in the previous year. In addition to the (retrospective) recognition of an other liability, deferred taxes also had to be adjusted. The specific effects on the amounts for previous reporting periods and the effect of this error correction on basic and diluted earnings per share can be seen in the table below in the column "error correction provision vacation".
Error correction regarding deferred taxes on temporary differences from revaluation of land and property The Group uses the revaluation method to account for real estate. When preparing the consolidated financial statements, it was determined that, in the past, for the revaluation of land of a Romanian subsidiary, the revaluation reserve has been decreased by t€ 1,621 in correspondence with accumulated results to account for the impact of the deferred tax but without impacting the deferred tax liabilities, although the revaluation amount represents a taxable temporary difference under Romanian tax law.
Accordingly, the revaluation reserve (reported in the consolidated balance sheet under "Other reserves") was understated by t€ 133 and the deferred tax liabilities by t€ 1,487 in the consolidated financial statements in previous reporting periods, while the accumulated results were overstated by t€ 1,621. The balance sheet items were adjusted retrospectively as shown in the table below in the column "error correction revaluation". As the properties concerned did not undergo any change in value in the previous year, the correction has no impact on the consolidated income statement or the consolidated statement of comprehensive income for the previous year.
Error correction regarding incorrectly reported transportation expenses
In a Group company in Poland, transportation expenses of t€ 917 in connection with the transportation of deliveries to customers were incorrectly reported in the consolidated income statement under cost of sales instead of as part of selling expenses in the previous year. As a result, the cost of sales was too high and the selling expenses too low in the consolidated income statement for the 2022 financial year. The gross profit was therefore also too low by this amount. This incorrect presentation of the consolidated income statement for 2022 was corrected retrospectively and the income statement for 2022 was adjusted accordingly. This resulted in an increase in gross profit for 2022 of t€ 917; the correction had no impact on EBITDA or EBIT.
Annual Financial Report 2023 (translated)
48
The effects of the retrospective error corrections on the consolidated financial statements for previous reporting periods are shown in detail in the following tables. The adjustments had no impact on the other comprehensive income for the period or the cash flows from the Group's operating, investing and financing activities.
The comparative figures of the balance sheet as of 31 December 2022 and 01 January 2022 have been adjusted due to correction of error as follows:
| error | error | ||||
| Consolidated statement of | 31 December | correction | correction | error | 31 December 2022 |
| financial position | 2022 | liability | provision | correction | previous year |
| in € thousand | adjusted | put option | vacation | revaluation | report |
| Deferred tax assets | 1,046 | 0 | 50 | 0 | 996 |
| Non-current assets | 153,772 | 0 | 50 | 0 | 153,723 |
| Total assets | 270,203 | 0 | 50 | 0 | 270,153 |
| Other reserves | 7,008 | (372) | 0 | 133 | 7,247 |
| Retained earnings | 10,825 | (653) | (262) | (1,621) | 13,360 |
| Equity attributable to owners of | 69,206 | (1,025) | (262) | (1,487) | 71,980 |
| the Company | |||||
| Non-controlling interests | 11,610 | (73) | 0 | 0 | 11,683 |
| Total Equity | 80,816 | (1,098) | (262) | (1,487) | 83,664 |
| Deferred tax liabilities | 8,424 | 0 | 0 | 1,487 | 6,936 |
| Non-current liabilities | 89,958 | 0 | 0 | 1,487 | 88,470 |
| Other liabilities | 13,790 | 1,098 | 312 | 0 | 12,380 |
| Current liabilities | 99,429 | 1,098 | 312 | 0 | 98,019 |
| Total liabilities | 189,387 | 1,098 | 312 | 1,487 | 186,490 |
| Total Equity and Liabilities | 270,203 | 0 | 50 | 0 | 270,153 |
| error | error | ||||
| Consolidated statement of | correction | correction | error | 01 January 2022 | |
| financial position | 01 January 2022 | liability | provision | correction | previous year |
| in € thousand | adjusted | put option | vacation | revaluation | report |
| Deferred tax assets | 370 | 0 | 31 | 0 | 339 |
| Non-current assets | 145,370 | 0 | 31 | 0 | 145,340 |
| Total assets | 226,416 | 0 | 31 | 0 | 226,385 |
| Other reserves | 6,358 | (225) | 0 | 133 | 6,450 |
| Retained earnings | 25,275 | (250) | (160) | (1,621) | 27,306 |
| Equity attributable to owners of | 53,271 | (475) | (160) | (1,487) | 55,394 |
| the Company | |||||
| Non-controlling interests | 12,971 | (69) | 0 | 0 | 13,041 |
| Total Equity | 66,242 | (545) | (160) | (1,487) | 68,434 |
| Deferred tax liabilities | 8,261 | 0 | 0 | 1,487 | 6,774 |
| Non-current liabilities | 97,280 | 0 | 0 | 1,487 | 95,793 |
| Other liabilities | 11,879 | 545 | 191 | 0 | 11,144 |
| Current liabilities | 62,893 | 545 | 191 | 0 | 62,158 |
| Total liabilities | 160,174 | 545 | 191 | 1,487 | 157,951 |
| Total Equity and Liabilities | 226,416 | 0 | 31 | 0 | 226,385 |
Annual Financial Report 2023 (translated)
49
The comparative figures in the Group income statement as of 31 December 2022 have been adjusted due to correction of error as follows:
| error | error | error | change of | 31 December | ||
| Consolidated income | 31 December | correction | correction | correction | presentation | 2022 |
| statement | 2022 | liability | provision | transport | position | previous year |
| in € thousand | adjusted | put option | vacation | costs | associates | report |
| Cost of sales | (239,855) | 0 | (66) | 917 | 0 | (240,707) |
| Gross profit | 74,865 | 0 | (66) | 917 | 0 | 74,014 |
| Selling and distribution | (22,107) | 0 | (32) | (917) | 0 | (21,158) |
| expenses | ||||||
| Administrative expenses | (28,864) | (554) | (23) | 0 | 0 | (28,287) |
| Result from associated | 0 | 0 | 0 | 0 | (125) | 125 |
| companies | ||||||
| EBITDA | 31,204 | (554) | (121) | 0 | (125) | 32,004 |
| EBIT | 16,796 | (554) | (121) | 0 | (125) | 17,596 |
| Financial expenses | 8,606 | (33) | 0 | 0 | 0 | (8,573) |
| Result from associated | 125 | 0 | 0 | 0 | 125 | 0 |
| companies | ||||||
| Net finance costs | (8,405) | (33) | 0 | 0 | 125 | (8,498) |
| Profit (Loss) before tax | 8,390 | (587) | (121) | 0 | 0 | 9,098 |
| Income tax expense | (3,544) | 0 | 19 | 0 | 0 | (3,563) |
| Profit (Loss) | 4,847 | (587) | (102) | 0 | 0 | 5,535 |
| Profit attributable to: | ||||||
| Owners of the Company | 4,150 | (436) | (102) | 0 | 0 | 4,687 |
| Non-controlling interests | 697 | (151) | 0 | 0 | 0 | 848 |
| Earnings (Loss) per share | 0.28 | (0.02) | (0.01) | 0 | 0 | 0.31 |
Change in presentation
Compared to the previous year, the position "result from associated companies" was reclassified in the consolidated income statement. The result from associated companies was previously reported within EBIT as part of the operating result. The result from associates currently only relates to the 25% stake in Seglan SL, which is not part of the Group's operating business. For this reason, the management has decided that reporting the result from associates as part of the financial result and therefore outside the operating result more accurately reflects the Group's earnings situation. The reclassification was made retrospectively for 2022 and an amount of t€ 125 was reclassified. EBITDA and EBIT for 2022 were therefore reduced by t€ 125 compared to the previous year's consolidated financial statements, while the financial result was increased accordingly by t€ 125. Profit before taxes and profit have not changed as a result.
In the first half of 2023, the Group's segment reporting was restructured, see note 8. The segments are now reported according to the regional responsibilities of the respective responsible regional Executive Vice Presidents and members of the Management Board for the main market clusters. The main market clusters reported are:
•
Western Europe, Nordics, Americas
•
Central Eastern Europe and DACH
•
Türkiye, Middle East and Africa
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Performance of the year
8. Segment reporting
i.
Basis for segmentation
The identification of reportable segments is based on information that is regularly used by the Group’s chief decision maker to allocate resources and assess performance. The CEO is the Group’s chief decision maker. The Group’s CEO reviews the internal report on a monthly and year to date basis. The financial information that forms the basis for internal reporting is based on the accounting policies of IFRS, but is adjusted for the effects of IAS 29 Hyperinflation Accounting. In internal reporting, various adjustments are made for special items in order to present non- operating earnings separately.
Since 2023 internal reporting to the CEO is based on business areas which comprise 3 regional segments. For these segments, there are separate responsibilities for the sale of products and services at the management level. Therefore segment reporting for current period interim reporting 31.12.2023 as well as for prior period 31.12.2022 (for comparative purposes) is presented in new structure in tables below.
ii.
Intersegment transactions
Transactions between the segments involve mainly the sale of goods and provision of services and are eliminated in the column “Eliminations“. Intragroup transactions between the segments generally reflect ordinary market conditions.
iii.
Information about reportable segments
Information related to each reportable segment is set out below. Segment adjusted EBITDA is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.
| Reportable segments | Regional responsibility EVP |
| Western Europe, Nordics, | UK, Ireland, Norway, Sweden, Finland, Demark, Netherlands, Belgium, France, Luxembourg, Monaco, |
| Americas = WEST | Liechtenstein, Spain, Portugal, Andorra, Baltics, North & Latin America |
| Central Eastern Europe | DACH (Germany, Austria, Switzerland), CEE (Italy, Bulgaria, Czech Republic, Hungary, Poland, Romania, |
| and DACH = CEE | Slovenia, Slovakia), SEE Region (Italy, Greece, Albania, Bosnia and Herzegovina, Kosovo, Northern |
| Macedonia, Montenegro, Serbia). | |
| Türkiye, Middle East and | Türkiye, MEA Region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates, North and Sub- |
| Africa = MEA | Saharan Africa), Asia |
Income and expenses that are not attributable to one of the operating segments presented above are summarized in column “Corporate”.
Assets and liabilities being used by more than one operating segment are designated to the main segment of the legal entity.
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| Reportable Segments | ||||||||
| MEA | Total | |||||||
| 2023 | excl. | Elimi- | excl. | |||||
| in € thousand | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | Total |
| Revenues | 112,305 | 185,394 | 53,577 | 0 | 0 | 351,276 | 13,287 | 364,563 |
| Intersegment revenues | 3,691 | 39,188 | 79 | 1,371 | (44,328) | 0 | 0 | 0 |
| Segment revenues | 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 351,276 | 13,287 | 364,563 |
| Costs of material & mailing | (63,649) | (127,434) | (41,990) | 0 | 40,562 | (192,511) | (10,786) | (203,296) |
| Gross profit I | 52,347 | 97,148 | 11,665 | 1,371 | (3,766) | 158,765 | 2,502 | 161,266 |
| Production costs | (21,575) | (45,901) | (4,612) | 0 | 109 | (71,979) | (980) | (72,958) |
| Gross profit II | 30,772 | 51,247 | 7,054 | 1,371 | (3,657) | 86,786 | 1,522 | 88,308 |
| Other income | 726 | 2,958 | 0 | 421 | (268) | 3,836 | 0 | 3,836 |
| Selling and distribution | ||||||||
| expenses | (9,708) | (12,199) | (1,445) | 0 | 9 | (23,342) | (141) | (23,483) |
| Administrative expenses | (8,983) | (14,347) | (780) | (4,855) | 3,813 | (25,151) | (165) | (25,316) |
| Research and development | ||||||||
| expenses | (519) | (6,127) | 0 | (713) | 0 | (7,360) | 0 | (7,360) |
| Other expenses | (101) | (1,290) | (219) | (11) | 9 | (1,612) | (61) | (1,673) |
| + Depreciation, amortization | ||||||||
| and impairment | 5,711 | 10,055 | 339 | 23 | 0 | 16,127 | 0 | 16,127 |
| adjusted EBITDA | 17,897 | 30,296 | 4,948 | (3,764) | (94) | 49,284 | 1,155 | 50,439 |
| - Depreciation, amortization | ||||||||
| and impairment | (5,711) | (10,055) | (339) | (23) | 0 | (16,127) | 0 | (16,127) |
| adjusted EBIT | 12,187 | 20,241 | 4,610 | (3,787) | (94) | 33,157 | 1,155 | 34,312 |
| Financial income | 278 | 52 | 329 | |||||
| Financial expenses | (7,354) | (70) | (7,424) | |||||
| Result from associated | ||||||||
| companies | 54 | 0 | 54 | |||||
| Net finance costs | (7,022) | (18) | (7,041) | |||||
| adjusted Profit (Loss) | 26,135 | 1,136 | 27,271 | |||||
| before tax | ||||||||
| Special items | (4,904) | (1,352) | (6,256) | |||||
| Profit (Loss) before tax | 21,231 | (216) | 21,015 | |||||
| Income tax expense | (4,238) | 6 | (4,231) | |||||
| Profit (Loss) | 16,993 | (210) | 16,784 | |||||
In 2023 there has not been impairment on non-current assets.
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| Reportable Segments | ||||||||
| MEA | Total | |||||||
| 2022 | excl. | Elimi- | excl. | Total | ||||
| in € thousand | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | adjusted |
| Revenues | 115,158 | 140,326 | 54,858 | 0 | 0 | 310,341 | 4,379 | 314,720 |
| Intersegment revenues | 1,490 | 25,812 | 451 | 1,322 | (29,075) | 0 | 0 | 0 |
| Segment revenues | 116,648 | 166,138 | 55,309 | 1,322 | (29,075) | 310,341 | 4,379 | 314,720 |
| Costs of material & mailing | (66,475) | (99,478) | (32,576) | 0 | 26,225 (172,304) | (3,572) | (175,876) | |
| Gross profit I | 50,172 | 66,660 | 22,733 | 1,322 | (2,850) | 138,037 | 807 | 138,844 |
| Production costs | (18,033) | (34,106) | (11,557) | 0 | 99 | (63,598) | (381) | (63,979) |
| Gross profit II | 31,139 | 32,554 | 11,176 | 1,322 | (2,751) | 74,440 | 426 | 74,865 |
| Other income | 172 | 2,726 | 0 | 57 | (29) | 2,926 | 0 | 2,926 |
| Selling and distribution | ||||||||
| expenses | (8,764) | (12,829) | (841) | 0 | 319 | (22,115) | 8 | (22,107) |
| Administrative expenses | (6,687) | (13,007) | (622) | (3,054) | 2,460 | (20,909) | (25) | (20,934) |
| Research and development | ||||||||
| expenses | (607) | (5,648) | 0 | 0 | 0 | (6,254) | 0 | (6,254) |
| Other expenses | (1,168) | (1,163) | (1,144) | (290) | 0 | (3,765) | (6) | (3,771) |
| + Depreciation, amortization | ||||||||
| and impairment | 5,177 | 8,723 | 389 | 119 | 0 | 14,408 | 0 | 14,408 |
| adjusted EBITDA | 20,262 | 11,358 | 8,958 | (1,847) | 0 | 38,731 | 402 | 39,133 |
| - Depreciation, amortization | ||||||||
| and impairment | (5,177) | (8,723) | (389) | (119) | 0 | (14,408) | 0 | (14,408) |
| adjusted EBIT | 15,086 | 2,635 | 8,568 | (1,966) | 0 | 24,323 | 402 | 24,725 |
| Financial income | 61 | 11 | 72 | |||||
| Financial expenses | (4,387) | (21) | (4,408) | |||||
| Result from associated | ||||||||
| companies | 125 | 0 | 125 | |||||
| Net finance costs | (4,201) | (9) | (4,211) | |||||
| adjusted Profit (Loss) | 20,122 | 393 | 20,514 | |||||
| before tax | ||||||||
| Special items | (11,386) | (738) | (12,124) | |||||
| Profit (Loss) before tax | 8,736 | (346) | 8,390 | |||||
| Income tax expense | (3,440) | (103) | (3,544) | |||||
| Profit (Loss) | 5,295 | (449) | 4,847 | |||||
In 2022 there has not been impairment on non-current assets.
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iv.
Geographic Information
| Non-current assets by country | 2022 | |
| in € thousand | 2023 | restated |
| Greece | 27,422 | 24,941 |
| Romania | 35,612 | 33,593 |
| Austria | 29,128 | 31,154 |
| United Kingdom | 28,480 | 29,005 |
| Andorra | 18,089 | 19,459 |
| USA | 7,961 | 7,432 |
| Cyprus | 3,520 | 3,360 |
| Poland | 2,718 | 2,167 |
| Spain | 2,273 | 1,527 |
| Türkiye | 1,498 | 1,123 |
| Albania | 61 | 12 |
| Total | 156,764 | 153,772 |
v.
Special items
| Special items | included in | 2022 | |
| in € thousand | 2023 | restated | |
| Management participation programs | EBITDA | (2,906) | (7,929) |
| Foreign exchange losses | Profit before tax | (998) | (377) |
| Effect Hyperinflation IAS 29 | Profit before tax | (1,217) | (720) |
| Income from financial assets and liabilities at fair value through profit or loss | Profit before tax | 272 | 4 |
| Expense from financial assets and liabilities at fair value through profit or loss | Profit before tax | (1,407) | (3,100) |
| Total | (6,256) | (12,124) |
Special items include effects from accounting of management participation programs, gains and losses from foreign exchange differences as well as gains and losses from fair value and hyperinflation accounting.
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9. Revenues
A. Revenues from contracts with customers
The Group generates revenue primarily through the provision of services and the sale of solutions and products in the areas of Secure Chip & Payment Solutions, Document Lifecycle Management and Digital Transformation Technologies.
| 2023 | |||||||
| Revenues by region | Elimini- | ||||||
| in € thousand | WEST | CEE | MEA | Corporate | nations | IAS 29 | Summe |
| Western Europe, UK, Nordics | 77,039 | 6,391 | 1,089 | 0 | (3,029) | 0 | 81,489 |
| Central & Eastern Europe & DACH | 15,539 | 173,611 | 234 | 1,371 | (2,769) | 60 | 188,046 |
| Türkiye, MEA, Asia & others | 3,697 | 44,092 | 52,333 | 0 | (38,227) | 13,227 | 75,122 |
| Americas | 19,721 | 488 | 0 | 0 | (303) | 0 | 19,905 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 | |
| Type of revenue | |||||||
| Revenues from sale of goods | 58,358 | 134,911 | 44,220 | 0 | (40,445) | 11,135 | 208,178 |
| Revenues from services | 17,363 | 26,912 | 8,006 | 1,371 | (3,772) | 1,817 | 51,698 |
| Revenues from licenses & royalties | 5 | 607 | 0 | 0 | 0 | 0 | 612 |
| Revenues from sale of merchandise | 24,046 | 8,799 | 1,217 | 0 | 0 | 336 | 34,397 |
| Revenues from transportation services | 16,224 | 53,353 | 212 | 0 | (111) | 0 | 69,678 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 | |
| Timing of revenue recognition | |||||||
| Products and services transferred over | 91,950 | 215,783 | 52,439 | 1,371 | (44,328) | 12,951 | 330,166 |
| time | |||||||
| Products transferred at a point of time | 24,046 | 8,799 | 1,217 | 0 | 0 | 336 | 34,397 |
| 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 13,287 | 364,563 |
| 2022 | |||||||
| Revenues by region | Elimini- | ||||||
| in € thousand | WEST | CEE | MEA | Corporate | nations | IAS 29 | Summe |
| Western Europe, UK, Nordics | 80,664 | 2,262 | 983 | 0 | (1,925) | 0 | 81,983 |
| Central & Eastern Europe & DACH | 10,550 | 136,667 | 516 | 1,322 | (5,588) | 77 | 143,544 |
| Türkiye, MEA, Asia & others | 836 | 26,945 | 53,810 | 0 | (21,457) | 4,302 | 64,437 |
| Americas | 24,598 | 264 | 0 | 0 | (105) | 0 | 24,758 |
| 116,648 | 166,138 | 55,309 | 1,322 | (29,075) | 4,379 | 314,720 | |
| Type of revenue | |||||||
| Revenues from sale of goods | 68,368 | 109,587 | 48,956 | 0 | (26,076) | 3,646 | 204,481 |
| Revenues from services | 10,947 | 17,106 | 5,422 | 1,322 | (1,693) | 625 | 33,729 |
| Revenues from licenses & royalties | 4 | 82 | 0 | 0 | 0 | 0 | 86 |
| Revenues from sale of merchandise | 22,698 | 5,345 | 740 | 0 | (1,294) | 101 | 27,589 |
| Revenues from transportation services | 14,631 | 34,018 | 191 | 0 | (11) | 7 | 48,835 |
| 116,648 | 166,138 | 55,309 | 1,322 | (29,075) | 4,379 | 314,720 | |
| Timing of revenue recognition | |||||||
| Products and services transferred over | 93,950 | 160,793 | 54,569 | 1,322 | (27,781) | 4,278 | 287,131 |
| time | |||||||
| Products transferred at a point of time | 22,698 | 5,345 | 740 | 0 | (1,294) | 101 | 27,589 |
| 116,648 | 166,138 | 55,309 | 1,322 | (29,075) | 4,379 | 314,720 |
Previous years table 2022 was adjusted to show comparable data based on new segmentation of the group in 2023.
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B. Contract assets and receivables
| in € thousand | 2023 | 2022 |
| Trade receivables | 44,677 | 40,037 |
| Contract assets | 20,386 | 10,852 |
| 65,063 | 50,890 |
The contract assets relate to the Group’s rights to consideration for work completed but not billed at the reporting date on made-to-order printing and payment products.
C. Contract liabilities
| in € thousand | 2023 | 2022 |
| Balance at 1 January | 7,073 | 4,158 |
| Prepayments received | 16,230 | 7,525 |
| Recognition as revenue | (5,326) | (4,330) |
| Effect of movements in exchange rates | (535) | (280) |
| Balance at 31 December | 17,442 | 7,073 |
Contract liabilities essentially relate to prepayments received for the delivery of customer-specific printing and payment products. The prepayments received include € 8.1 million in restricted cash resulting from a customer contract that will be fulfilled in 2024.
D. Costs to fulfill a contract
| in € thousand | 2023 | 2022 |
| Balance at 1 January | 318 | 500 |
| Realized as an expense | (182) | (182) |
| Balance at 31 December | 136 | 318 |
Costs to fulfill a contract are included in other long-term assets in the Statement of financial position.
10. Income and expenses
A. Other Income
| in € thousand | 2023 | 2022 |
| Government grants | 281 | 54 |
| Gain on sale of equipment | 46 | 12 |
| Rental income from property leases | 85 | 80 |
| Reversal of accruals | 564 | 383 |
| Capitalised development expenses | 2,286 | 2,149 |
| Other income | 575 | 249 |
| Total | 3,837 | 2,926 |
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B. Other Expenses
| in € thousand | 2023 | 2022 |
| Contract penalties | 203 | 32 |
| Impairment loss on trade receivables and contract assets | 304 | 1,185 |
| Losses from write-downs of inventories | 251 | 940 |
| Loss on disposal of non-current assets | 22 | 576 |
| Property and other taxes | 115 | 199 |
| Bank charges | 203 | 181 |
| Re-invoiced expenses | 73 | 112 |
| Other expenses | 503 | 546 |
| Total | 1,675 | 3,771 |
C. Expenses by nature
The following table presents Costs of sales, Administrative expenses, Selling and distribution expenses and Research and development expenses by nature of expense.
| 2023 | 2022 | |
| in € thousand | restated | |
| Employee compensation and expenses | 75,400 | 63,067 |
| Costs of inventories recognized as expense | 148,328 | 132,376 |
| Mailing costs | 54,968 | 43,500 |
| Third party fees | 12,968 | 11,365 |
| Commissions paid | 1,228 | 1,532 |
| Utilities and maintenance expenses | 10,736 | 10,438 |
| Rentals from property and machinery | 1,097 | 745 |
| Tax and duties | 756 | 686 |
| Transportation expenses | 4,749 | 11,233 |
| Inks and similar consumable materials | 3,616 | 3,499 |
| Depreciation, amortization and impairment | 16,127 | 14,408 |
| Other expenses | 5,346 | 4,232 |
| Total | 335,320 | 297,080 |
Employee compensation and expenses include management participation program expense amounting to t€ 2,906 (2022: t€ 7,929), see note 13. Previous years figures in this table were adjusted in relation with corrections explained in note 7.
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11. Net Finance costs
| 2022 | ||
| in € thousand | 2023 | restated |
| Interest income under the effective interest method | 329 | 72 |
| Financial assets at fair value through profit or loss – net change in fair value | 204 | 4 |
| Financial income | 534 | 76 |
| Interest expense on Financial liabilities measured at amortized cost | (6,138) | (3,555) |
| Commissions of letters of guarantee | (416) | (206) |
| Foreign exchange losses | (997) | (377) |
| Effect hyperinflation IAS 29 | (1,217) | (721) |
| Financial assets and liabilities at fair value through profit or loss – net | (1,340) | (3,133) |
| change in fair value | ||
| Other financial expenses | (870) | (614) |
| Financial expenses | (10,978) | (8,606) |
| Result from associated companies | 54 | 125 |
| Net finance costs | (10,391) | (8,405) |
Interest expenses were calculated using the effective interest method.
12. Earnings per share and number of shares
A. Basic and diluted earnings or (losses)
| Earnings per share (basic) | 2022 | |
| in € thousand | 2023 | angepasst |
| Profit (loss) attributable to owners of the Company | 15,812 | 4,150 |
| Weighted average number of shares per 31. Dezember | 24,426,930 | 15,008,722 |
| Earnings per share (basic) | 0.65 | 0.28 |
| Earnings per share (diluted) | 2022 | |
| in € thousand | 2023 | angepasst |
| Profit (loss) attributable to owners of the Company | 15,812 | 4,150 |
| Weighted average number of shares per 31. Dezember | 26,007,533 | 15,008,722 |
| Earnings per share (diluted) | 0.61 | 0.28 |
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary outstanding shares to assume conversion of all potential dilutive ordinary shares. The company has share options as potential dilutive ordinary shares amounting to 3.161.206, see note 13.E.i. (maximum 8% of shares). Weighted average number of potential dilutive ordinary shares amounts to 1.580.603.
B. Weighted-average number of ordinary shares
| 2023 | 2022 | |
| Issued ordinary shares at 1 January | 16,862,067 | 14,638,053 |
| Effects in the year | 19,491,801 | 2,224,014 |
| Total number of ordinary shares at 31st December | 36,353,868 | 16,862,067 |
| Weighted-average number of ordinary shares at 31st December | 24,426,930 | 15,008,722 |
For changes of year 2023 see details in note 22.
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Employee Benefits
13. Employee benefits
•
Greece
Obligations resulting from this program concern compensation of staff retirement arising from the provisions of Law 2112/20, as amended by Law 4093/12. According to Greek legislation, establishing and funding is not provided in the form of contributions, specific fund (reserve) to cover the severance compensation law 2112/20, as amended by Law 4093/12, and for other related benefits. As a result, a special fund is not created, from which the settlement of the liability could be made. It is therefore an unfunded defined benefit plan within the meaning of IAS 19. The benefits to employees from this plan relate exclusively to one-off payments, which are paid out in the event of retirement, redundancy and also in the event of death and voluntary retirement under certain conditions.
•
Austria
Pension plans
The company provides unfunded defined pension plans for one person, who is retired and receives a percentage of his former salary on monthly basis. In case of death, the widow of the employee receives 60% of the benefit.
Severance
Severance benefit obligations for employees hired before 1 January 2003 are covered by defined benefit plans. Upon termination by the Group or retirement, eligible employees receive severance payments equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation.
Contribution-based termination benefits exist for employees whose employment started after 31 December 2002. These obligations for termination benefits are fulfilled by regular contributions to an employee benefit fund. In 2023 t€ 157 were paid to the employee benefit fund (2022: t€ 147). Except for this, there are no further obligations for the Group and hence the recognition of a provision is not necessary.
Jubilee
According to a company agreement dated on 1 December 2013, employees of a subsidiary who have been with the company for 10, 20 or 30 years receive a one-off anniversary payment, staggered according to the amount of these anniversaries.
A. Provisions for employee benefits
| in € thousand | 2023 | 2022 |
| Post employment benefits | 4,020 | 3,931 |
| Other long-term employee benefits | 187 | 193 |
| Management participation programs | 0 | 6.773 |
| 4,207 | 10,897 |
The changes in provisions for management participation programs and are explained in more detail in Note 13.E.
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B. Movement in Severance, Pension and Jubilee plans
| Defined benefit obligation | ||
| in € thousand | 2023 | 2022 |
| Balance at 1 January | 4,124 | 4,532 |
| Included in profit or loss | ||
| Current service cost | 202 | 191 |
| Gain from adjustment of a defined benefit plan | 0 | (31) |
| Actuarial gains of Jubilee plans | (9) | (73) |
| Settlement/Curtailment/Termination loss/(gain) | (227) | (52) |
| Interest cost (income) | 150 | 51 |
| 116 | 86 | |
| Included in OCI | ||
| Remeasurement loss (gain): | ||
| – Actuarial loss (gain) arising from: | ||
| - demographic assumptions | 18 | 92 |
| - financial assumptions | (94) | (426) |
| - experience adjustment | 240 | 101 |
| 164 | (233) | |
| Sum | 279 | (147) |
| Other | ||
| Benefits paid | (196) | (261) |
| (196) | (261) | |
| Balance at 31 December | 4,207 | 4,124 |
C. Actuarial assumptions
The following were the principal actuarial assumptions at each reporting date (expressed as weighted averages).
-
Post-employment define benefit plans in Greece
| 2023 | 2022 | |
| Discount rate | 3.1% | 3.8% |
| Future salary increase | 3.5% | 3.5% |
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2023 | 2022 | |
| Years | 6.6 | 7.7 |
-
Post-employment define benefit plans in Austria
| 2023 | 2022 | |
| Discount rate | 3.9% | 3.5% |
| Future salary increase | 3.2% | 3.2% |
A fluctuation rate depending on years of service and fluctuation probability is taken into account for the calculation of provisions for jubilee plans (range: 1st year of service 15.5%, 35.5 years of service 0%).
The weighted-average duration of the defined benefit obligation for the fiscal year was:
| 2023 | 2022 | |
| Years | 6.6 | 7.1 |
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D. Sensitivity analysis
Reasonable possible changes at the reporting (and comparative) date to one of the relevant actuarial assumptions holding other assumptions constant would affect Define Benefit obligation as shown below:
| 31 December 2023 | 31 December 2022 | |||
| in € thousand | Increase | Decrease | Increase | Decrease |
| Discount rate (1 percentage point movement) | (142) | 149 | (185) | 190 |
| Salary increase (1 percentage point movement) | 147 | (141) | 194 | (174) |
E. Management participation programs
i.
AUSTRIACARD HOLDINGS AG management participation program 2022 - 2025
Per 30 June 2023, the management participation programs for members of the Group's senior management which were valid for the period 2022 to 2025 (Digital Security - management participation program = “DS program”, and Information Management – management participation program = “IM program”) and that had previously existed at the level of the subsidiaries INFORM P. LYKOS HOLDINGS S.A. (ILG), in 2023 merged into the parent company, and AUSTRIA CARD Plastikkarten und Ausweissysteme GmbH, Vienna (ACV), were merged and consolidated at the level of AUSTRIACARD HOLDINGS AG (ACAG).
As part of this consolidated program, participants will be able to receive up to 8% of the Company's shares in the following year, depending on the consolidated result in the 2025 financial year. In principle, the management participation program must be fulfilled with the transfer of shares in the Company, but it also grants the Company the option to fulfill the program in whole or in part with cash. The Management Board assumes that the program will indeed be filled with shares and that the program was therefore classified as an equity-settled program.
The participants in the consolidated management participation program also include members of the Management Board of AUSTRIACARD HOLDINGS AG, with Panagiotis Spyropoulos holding 22.7%, Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr holding 9.4% of the options.
The following terms and conditions form the basis of the promised consolidated management participation program:
The total number of options to be granted depends on the return on invested capital ('ROIC') achieved in the 2025 financial year. The ROIC is determined by comparing the fair value of the Group as at 31 December 2025 with the defined fair value as at 31 December 2020. The fair value is calculated using a defined formula based on the audited consolidated financial statements for the financial year 2025. The formula corresponds to a simplified company valuation based on an EBITDA multiple less net debt of the Group.
| Options in % of share capital | Minimum yearly net ROIC |
| 0.0% | < 8.4% |
| 1.6% | 8.4% |
| 3.2% | 11.8% |
| 4.8% | 14.9% |
| 6.4% | 17.6% |
| 8.0% | 20.1% |
Starting on 1 January 2022, the options will vest at 1/48 part at the end of each months until 31 December 2025, whereby the number of options granted will not be determined until 2026 and may also be 0. If program participants leave the Group as defined 'bad leavers' before the end of 2025, they will lose all options. If program participants leave the Group as ‚Good Leavers‘, they will retain the options that have vested, but the remaining options that have not yet vested will be cancelled without consideration.
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The fair value of the entire investment program amounted to € 20 million at the time of adoption. The amount is to be recognised in expenses over four years, depending on any fluctuation. The fair value was determined using the Black-Scholes method based on the following parameters:
•
Share price at grant date (before issuance of bonus shares): € 14,3
•
Strike price: € 0
•
Expected volatility, calculated based on the Company’s peer group: 43.80%
•
Risk-free interest rate (based on 6-month-euribor): 3,58%
•
Expected dividends: 1.25%
Both the IM programme and the DS programme had identical ROIC targets and plan criteria compared to the current programme, whereby 10% of the shares in the share capital of the respective company could be acquired. The IM programme was classified as equity-settled and the DS programme as cash-settled. As part of the accounting for the consolidation of the programmes, an adjustment and continuation under the new programme was assumed for the IM programme and a cancellation for the DS programme.
In 2022, 25% of the options vested under the previous management participation programmes, resulting in an expense of € 7.4 million, of which € 6.8 million (DS programme) was recognised in provisions for employee benefits and € 0.6 million (IM programme) directly in equity. In 2023, the € 6.8 million in provisions for the DS programme were derecognised through personnel expenses and thus reducing expenses. For the vested portion of the IM programme, personnel expenses of € 0.6 million were recognised in the income statement and in the corresponding equity reserve in 2022. As 50% of the options for the new management participation program vested as at 31 December 2023 and full target achievement is expected, additional personnel expenses for share-based payments of € 9.4 million were recognised in 2023. After taking into account the income from the reversal of provisions for the DS programme, the net expense for share-based payments from this management participation programmes amounts to € 2.6 million in the financial year 2023.
ii.
Management participation program subsidiary
As a part of his remuneration package the managing director of a subsidiary is entitled to receive – assuming the budgeted targets for the respective financial year are achieved – one percent of the subsidiary’s shares per anno with a ceiling of 10%. The program ends per 31 December 2025. In addition, both the beneficiary as well as the parent company of the subsidiary dispose of a mutual put- and call-option once the managing director leaves the subsidiary.
The fair value to be disclosed is calculated annually using a defined formula based on the company's audited consolidated reporting package. The formula corresponds to a simplified company valuation based on an EBITDA multiple less financial liabilities and is therefore allocated to level 3 of the fair value hierarchy. The fair value of the liability related to the put-option for the shares in the subsidiary of the beneficiary of € 2.2 million (2022: € 1.1 million) is shown as a financial instrument in other short term financial liability in the balance sheet. The corresponding share option expense of € 1.1 million (2022: € 0.6 million) is included in personnel expenses (€ 0.3 million, 2022: € 0.5 million) as well as partly in financial expense (€ 0.8 million, 2022: € 0). 10% increase/decrease in the EBITDA on which the valuation is based would result in an increase/decrease in the fair value of +/- € 0.2 million.
The liabilities resulting from this agreement have not yet been recognised in the Group's balance sheet, and a non-controlling interest has previously been recognised in equity instead of a liability. The retroactive correction of this error was made in 2023 and is explained in note 7.
14. Employee expenses
| 2022 | ||
| in € thousand | 2023 | restated |
| Wages and salaries | 60,674 | 46,141 |
| Social security contributions | 8,400 | 6,866 |
| Other expenses for personnel | 3,043 | 2,031 |
| Management participation program expense | 2,906 | 7,929 |
| Expenses related to defined benefit and contribution plans | 378 | 100 |
| Total | 75,400 | 63,067 |
Previous years figures in this table were adjusted in relation with corrections explained in note 7.
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15. Income taxes
| 2022 | ||
| in € thousand | 2023 | restated |
| Current taxes | (4,849) | (4,546) |
| Deferred taxes | 618 | 1,003 |
| Income tax income (expense) | (4,231) | (3,544) |
No deferred taxes were recognized for loss carryforwards of t€ 7,657 (2022: t€ 8,991). Loss carryforwards of t€ 1,958 expire within the next 5 years (2022: t€ 204), loss carryforwards of t€ 15,166 are not forfeitable (2022: t€ 13,928). Deferred tax assets and liabilities were not recognized for temporary differences in connection with investments in subsidiaries and associates and the related proportional share of net assets held by group companies because the Groups is able to control the timing of the reversal of the temporary difference and these differences are not expected to reverse in the foreseeable future.
A. Income tax reconciliation
| 2022 | ||||
| in € thousand | 2023 | restated | ||
| Earnings before tax | 21,015 | 8,390 | ||
| Tax using the Company’s domestic tax rate | 24.0% | (5,044) | 25.0% | (2,098) |
| Effect of tax rates in foreign jurisdictions | 2,950 | 2,392 | ||
| Change of tax rates | 31 | 67 | ||
| Result from associated companies | 32 | 31 | ||
| Non-deductible expenses | (2,986) | (3,468) | ||
| Tax-exempt income | 743 | 233 | ||
| Tax incentives | 142 | 201 | ||
| Current-year losses for which no deferred tax asset is recognized | (143) | (1,233) | ||
| Recognition of previously unrecognised deferred tax asset on | 327 | 478 | ||
| previously tax losses | ||||
| Other effects | (285) | (148) | ||
| Income taxes | (4,231) | (3,544) |
In Austria, a tax reform was adopted on 20 January 2022 by the Parliament. Among other things, it provides for a gradual reduction of the corporate tax rate from 25% to 23% (2023: 24%, 2024: 23%).
B. Movement in deferred tax balances
| 31/12/2023 | 31/12/2022 restated | |||
| in € thousand | Assets | Liabilities | Assets | Liabilities |
| Property, plant and equipment | 222 | 4,101 | 467 | 3.156 |
| Intangible assets | 52 | 3,494 | 0 | 3.793 |
| Receivables | 287 | 24 | 192 | 16 |
| Other assets | 109 | 14 | 176 | 486 |
| Loans and borrowings | 0 | 0 | 0 | 0 |
| Employee benefits | 425 | 0 | 725 | 0 |
| Inventories | 73 | 52 | 15 | 61 |
| Contract assets | 0 | 1,081 | 0 | 350 |
| Contract liabilities | 118 | 0 | 40 | 0 |
| Other liabilities | 723 | 2,109 | 229 | 2.649 |
| Tax loss carry-forwards | 2,487 | 0 | 1.290 | 0 |
| Deferred tax assets /liabilities | 4,494 | 10,875 | 3.133 | 10.512 |
| Set-off of tax | (2,378) | (2,378) | (2.088) | (2.088) |
| Net deferred tax assets / liabilities | 2,116 | 8,497 | 1.046 | 8.424 |
Deferred tax assets on tax loss carryforwards have been capitalized up to the extent that they are covered with expected usable tax profits in a given time frame. The time frame is five to seven years or shorter depending on the tax jurisdiction.
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Assets
16. Property, plant and equipment and right of use assets
A. Reconciliation of carrying amount
| Fixtures | |||||
| Land and | Plant and | and | Under | ||
| in € thousand | buildings | equipment | fittings | construction | Total |
| Cost | |||||
| Balance at 1 January 2022 | 93,803 | 112,611 | 22,848 | 644 | 229,906 |
| Effect IAS 29 beginning of period | 102 | 261 | 230 | 0 | 593 |
| Additions | 5,265 | 6,424 | 2,108 | 4,002 | 17,798 |
| Disposals | (251) | (5,251) | (1,829) | (942) | (8,273) |
| Transfers | 85 | 2,008 | 165 | (2,258) | 0 |
| Effect IAS 29 reporting period | 213 | 287 | 189 | 0 | 689 |
| Effect of movements in exchange rates | (247) | (1,037) | (200) | (6) | (1,489) |
| Balance at 31 December 2022 | 98,969 | 115,303 | 23,512 | 1,440 | 239,223 |
| Balance at 1 January 2023 | 98,969 | 115,303 | 23,512 | 1,440 | 239,223 |
| Additions | 1,564 | 5,905 | 3,328 | 3,949 | 14,746 |
| Disposals | (143) | (6,932) | (659) | (1,013) | (8,747 |
| Revaluation | 2,205 | 0 | 0 | 0 | 2,205 |
| Transfers | 686 | 1,514 | 139 | (2,339) | 0 |
| Business combinations IFRS 3 | 9 | 45 | 88 | 0 | 142 |
| Effect IAS 29 reporting period | 349 | 350 | 546 | 0 | 1,245 |
| Effect of movements in exchange rates | (407) | (264) | 6 | 8 | (658) |
| Balance at 31 December 2023 | 103,231 | 115,920 | 26,961 | 2,045 | 248,157 |
| Accumulated amortization and impairment | |||||
| losses | |||||
| Balance at 1 January 2022 | 43,127 | 85,032 | 18,791 | 0 | 146,950 |
| Effect IAS 29 beginning of period | 46 | 194 | 207 | 0 | 447 |
| Depreciation | 2,072 | 5,232 | 1,356 | 0 | 8,660 |
| Disposals | (160) | (4,572) | (1,776) | 0 | (6,508) |
| Effect IAS 29 reporting period | 24 | 275 | 203 | 0 | 503 |
| Effect of movements in exchange rates | (154) | (888) | (205) | 0 | (1,247) |
| Balance at 31 December 2022 | 44,956 | 85,275 | 18,575 | 0 | 148,805 |
| Balance at 1 January 2023 | 44,956 | 85,275 | 18,575 | 0 | 148,805 |
| Depreciation | 2,235 | 5,915 | 1,552 | 0 | 9,701 |
| Disposals | (93) | (6,324) | (640) | 0 | (7,059) |
| Effect IAS 29 reporting period | 142 | 229 | 274 | 0 | 645 |
| Effect of movements in exchange rates | (40)) | (115) | (56) | 0 | (210) |
| Balance at 31 December 2023 | 47,199 | 84,980 | 19,703 | 0 | 151,882 |
| Carrying amounts | |||||
| At 1 January 2022 | 50,675 | 27,578 | 4,057 | 644 | 82,955 |
| At 31 December 2022 | 54,013 | 30,028 | 4,940 | 1,440 | 90,418 |
| At 31 December 2023 | 56,031 | 30,940 | 7,257 | 2,045 | 96,275 |
B. Right of use assets
Property, plant and equipment and right-of-use-assets include assets owned by the group as well as assets the group is obliged to use on base of contractual agreements (lease contracts in accordance with IFRS 16) and which are therefore recognised. Right-of-use-assets defined as “Investment property” do not exist in the group.
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The group leases building spaces, company flats, technical equipment, machines and cars. Following right of use assets are recognized in balance per 31/12/2023:
| Land and | Plant and | Fixtures and | ||
| in € thousand | buildings | equipment | fittings | Total |
| Carrying amounts | ||||
| Balance at 01 January 2022 | 2,950 | 6,382 | 90 | 9,421 |
| Adjustments previous year | (234) | 567 | 42 | 374 |
| Additions cost | 4,052 | 2,460 | 16 | 6,528 |
| Disposal cost | (126) | 0 | (126) | |
| Depreciations | (594) | (1,616) | (58) | (2,268) |
| Effect IAS 29 hyperinflation | 254 | 0 | 12 | 266 |
| Balance at 31 December 2022 | 6,428 | 7,765 | 101 | 14,294 |
| Anpassung Vorjahr | 0 | 138 | 0 | 138 |
| Additions cost | 1,059 | 5,862 | 506 | 7,427 |
| Disposal cost | (148) | (82) | (94) | (324) |
| Reclassification of costs to own assets | 0 | (3,653) | (316) | (3,969) |
| Additions depreciation | (971) | (1,826) | (230) | (3,027) |
| Disposal depreciation | 92 | 82 | 75 | 249 |
| Reclassification of depreciation to own assets | 0 | 3,653 | 240 | 3,893 |
| Effect IAS 29 hyperinflation | 95 | 0 | 19 | 115 |
| Balance at 31 December 2023 | 6,556 | 11,939 | 301 | 18,796 |
Short-term leases, (lease term < 12 months) and leases for which the underlying asset is of low value are not recognized in the group. Lease payments associated with those leases of t€ 1,165 (31/12/2022: t€ 1,157) were recognized directly as an expense in business year 2023. Right
of use for fixed assets that become property of the companies after the end of the leasing contract are reclassified to own assets.
C. Measurement of fair values
i. Fair value hierarchy
The fair value of land and buildings is determined regularly by external independent appraisers, who have recognized professional qualifications and recent experience in the location and category of property assessed. If the difference of fair value compared to carrying amount is material, a revaluation is recognized. Based on data taken into account in the valuation technique, the measurement of fair value for these properties is at Level 3.
Development of carrying amounts:
| in € thousand | 31 Dezember 2023 |
| Carrying amounts | |
| Balance at 01 January 2022 | 45,362 |
| Depreciation | (1,062) |
| Additions cost | 260 |
| Gains from revaluation recognized in OCI per 31 Dezember 2022 | 36 |
| Balance at 31 December 2022 | 44,596 |
| Depreciation | (937) |
| Additions cost | 505 |
| Gains from revaluation recognized in OCI per 31 Dezember 2023 | 2,524 |
| Balance at 31 December 2023 | 46,689 |
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ii. Valuation technique and significant unobservable inputs
The carrying amount of the property using the cost model would have been € 26.8 million as at 31/12/2023 (31/12/2022: € 26.5 million).
Land and buildings used for production in Greece
The fair value of real estate in Greece amounts to € 16.1 million (2022: € 15.0 million). The most recent study conducted by the independent appraiser to estimate the fair value of these property, plant and equipment was carried out with a reference date of 31 December 2023 and resulted in an adjustment of € +1.9 million recognized in other comprehensive income, deferred tax was recognized as well. The valuation was based on market indications on similar properties, incorporating adjustments for factors specific to the property for revaluation, such as size of land and buildings, use, location and any encumbrances. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 204 on average and the replacement cost per square meter which were appraised at € 302/m² on average. If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.6 million.
Land and buildings used for production in Romania
The carrying amount of real estate in Romania amounts to € 16.4 million (fair value at revaluation 2022: € 16.0 million). The last revaluation was carried out as at December 31, 2022 and essentially confirmed the reported carrying amounts. For the valuation of the Group's property in Romania was used the same valuation technique, as that was used and described for the properties in Greece. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 143 and the construction cost per square meter which were appraised at € 376 on average after adjustments for current condition of the real estate and market conditions. If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.6 million.
Land and buildings used for production in Austria
The fair value of real estate in Austria amounts to € 14.2 million (2022: € 14.7 million). The last revaluation was carried out as of 31/12/2023 and resulted in an adjustment of € +0.3 million recognized in other comprehensive income, deferred tax was recognized as well. The valuation was performed by an independent expert using the gross-rental method for building and all related facilities as well as using the comparative value method for the land on which a building is located. The valuation of the building and related facilities is based on the yearly attainable income, including the factors that influence value (e.g. impairment due to age and maintenance condition) whereas the valuation of land is based on recent transactions of similar real estates. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 380 and the yield value per square meter which was appraised at € 7.7/m² on average. In relation to the present rental space of 12,334 m², this means a market value of rounded € 1,150 per m² of rental space. An increase or decrease of this market value by 10% would change the fair value by +/- € 1.4 million.
D. Encumbrances
In the USA there is a contractual obligation of € 0.3 million per 31 December 2023 from the financing of plant and equipment for business operations (31/12/2022: € 0.8 million).
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17. Intangible assets and goodwill
A. Reconciliation of carrying amount
| Software, | |||||
| patents, | Internal | Customer | |||
| in € thousand | Goodwill | licenses | development | contracts | Total |
| Cost | |||||
| Balance at 1 January 2022 | 30,203 | 32,121 | 9,729 | 22,274 | 94,326 |
| Effect IAS 29 beginning of period | 0 | 52 | 0 | 0 | 52 |
| Additions | 0 | 1,611 | 2,018 | 0 | 3,629 |
| Disposals | (311) | (523) | 0 | 0 | (834) |
| Effect IAS 29 reporting period | 0 | 85 | 0 | 0 | 85 |
| Effect of movements in exchange rates | (1,073) | (54) | 0 | 0 | (1,126) |
| Balance at 31 December 2022 | 28,819 | 33,292 | 11,747 | 22,274 | 96,132 |
| Balance at 1 January 2023 | 28,819 | 33,292 | 11,747 | 22,274 | 96,132 |
| Additions | 0 | 1.549 | 1.978 | 0 | 3,573 |
| Disposals | 0 | (1,379) | (122) | 0 | (1,501) |
| Business combinations IFRS 3 | 47 | 998 | 0 | 0 | 998 |
| Effect IAS 29 reporting period | 0 | 94 | 0 | 0 | 94 |
| Effect of movements in exchange rates | 497 | (82) | (2) | (229) | (183) |
| Balance at 31 December 2023 | 29,363 | 34,471 | 13,600 | 22,045 | 99,478 |
| Accumulated amortization and | |||||
| impairment losses | |||||
| Balance at 1 January 2022 | 0 | 25,922 | 4,742 | 3,011 | 33,675 |
| Effect IAS 29 beginning of period | 0 | 39 | 0 | 0 | 39 |
| Amortization | 0 | 1,694 | 1,567 | 2,487 | 5,747 |
| Impairment | 0 | 0 | 0 | 0 | 0 |
| Disposals | 0 | (520) | 0 | 0 | (520) |
| Effect IAS 29 reporting period | 0 | 72 | 0 | 0 | 72 |
| Effect of movements in exchange rates | 0 | (46) | 0 | 0 | (47) |
| Balance at 31 December 2021 | 0 | 27,160 | 6,309 | 5,497 | 38,966 |
| Balance at 1 January 2022 | 0 | 27,160 | 6,309 | 5,497 | 38,966 |
| Amortization | 0 | 1,754 | 2,173 | 2,500 | 6,426 |
| Impairment | 0 | 0 | 0 | 0 | 0 |
| Disposals | 0 | (1,324) | (122) | 0 | (1,447) |
| Effect IAS 29 reporting period | 0 | 77 | 0 | 0 | 77 |
| Effect of movements in exchange rates | 0 | (65) | (2) | (4) | (71) |
| Balance at 31 December 2023 | 0 | 27,602 | 8,357 | 7,992 | 43,952 |
| Carrying amounts | |||||
| At 1 January 2022 | 30,203 | 6,199 | 4,987 | 19,263 | 60,651 |
| At 31 December 2022 | 28,819 | 6,131 | 5,438 | 16,777 | 57,166 |
| At 31 December 2023 | 29,363 | 6,868 | 5,243 | 14,052 | 55,526 |
In 2023, goodwill of t€ 47 was capitalized in the course of acquisition of a business operation from a third party by a newly established company in Romania, see note 28.
The change in goodwill in 2022 was primarily due to the adjustment of goodwill for TAG Systems UK Ltd. (formerly Nitecrest Ltd.). In the course of the purchase price allocation as of 31.12.2021, which was based on preliminary reporting figures of the company, goodwill of € 18.3 million was identified. In 2022 this preliminary goodwill was adjusted due to changes in the closing balance sheet as of 31.12.2021 and due to a higher than anticipated contingent consideration and as a result reduced by € 0.2 million. The contingent consideration was paid to the sellers in 2022.The remaining disposal of goodwill amounting to € 0.1m resulted from disposal of goodwill for a subsidiary in Albania.
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B. Impairment test
Impairment tests were performed for cash-generating units (CGU) which goodwill was allocated to.
Cash-generating units and allocated goodwill
| in € thousand | 31/12/2023 | 31/12/2022 |
| INFORM Romania | 2,041 | 1,997 |
| TAG SYSTEMS Group | 25,380 | 24,881 |
| Other | 1,942 | 1,942 |
| Total | 29,363 | 28,819 |
For other fixed assets as in previous year no impairments were made in the financial year. The new goodwill in 2023 was allocated to CGU INFORM Romania.
INFORM Romania
As at 31 December 2023 the estimated amount in the form of value-in-use of CGU Inform Romania exceeded its carrying amount by € 12.0 million (2022: € 9.5 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets and takes into account past experience and estimates of future developments based on internal and external forecasts.
| Key assumptions | 2023 | 2022 |
| Discount rate before tax | 10.8% | 11.4% |
| Growth rate residual value | 2.0% | 1.5% |
| Forecast EBITDA growth rate (average 5 years) | 5.1% | 10.7% |
| Change | Change | |
| Sensitivity analysis | 2023 | 2022 |
| 3.6 | 8.1 | |
| (4.4) | (8.3) |
(in percentage points)
Discount rate
Budgeted EBITDA growth rate
TAG Systems
As at 31 December 2023 the estimated amount of CGU TAG Systems exceeded its carrying amount by € 211.0 million (2022: € 223,5 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets.
| Key assumptions | 2023 | 2022 |
| Discount rate before tax | 8.8% | 9.8% |
| Growth rate residual value | 0.0% | 0.0% |
| Forecast EBITDA growth rate (average 5 years) | 14.9% | 18.0% |
| Change | Change | |
| Sensitivity analysis | 2023 | 2022 |
| 21.8 | 20.7 | |
| (19.2) | (25.2) |
(in percentage points)
Discount rate
Budgeted EBITDA growth rate
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18. Equity-accounted investees
Financial statements 2023 of Seglan SL, the company accounted for using the equity method, were not yet available in final version as of the balance sheet date, preliminary figures are presented below:
Summarised financial information
| Seglan SL | Seglan SL | |
| in € thousand | 31/12/2023 preliminary | 31/12/2022 |
| Percentage ownership interest | 25.00 % | 25.00 % |
| Non-current assets | 1,585 | 1,618 |
| Current assets | 1,747 | 1,662 |
| Non-current liabilities | 0 | 0 |
| Current liabilities | 357 | 483 |
| Net assets (100%) | 2,975 | 2,797 |
| Group’s share of net assets | 744 | 700 |
| Revenues | 20,561 | 1,948 |
| Total Profit (100 %) | 266 | 216 |
Reconciliation of carrying amount
| Seglan SL | Seglan SL | |
| in € thousand | 31/12/2023 | 31/12/2022 |
| Percentage ownership interest | 25.00% | 25.00% |
| Carrying amount of interest in associate as of 1.1.2023 | 292 | 260 |
| Group's share of profit registered in 2022 | 54 | 46 |
| Dividends received | (22) | (14) |
| Carrying amount of interest in associate as of 31.12.2023 | 324 | 292 |
| thereof goodwill from acquisition | 0 | 0 |
19. Inventory
| in € thousand | 31/12/2023 | 31/12/2022 |
| Raw materials and consumables | 45,009 | 31,797 |
| Finished and semi-finished goods | 1,661 | 1,302 |
| Merchandise | 1,172 | 1,659 |
| Goods in transit | 10,322 | 1,317 |
| Total | 58,164 | 36,074 |
In 2023, inventories of amount t€ 115,973 (2022: t€ 107,409) were recognized as cost during the period and included in "Cost of Sales". Expenses due to inventories having been written down to net realizable value amount to t€ 223 (2022: t€ 803). As at 31st December 2023, the carrying amount of inventories, which were depreciated as a result of the measurement at net realizable value is t€ 3,466 (31/12/2022: t€ 2,838).
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20. Trade and other receivables
| in € thousand | 31/12/2023 | 31/12/2022 |
| Trade receivables | 46,602 | 42,638 |
| Minus: Allowance for doubtful accounts | (1,926) | (2,600) |
| 44,677 | 40,037 | |
| Advance payments | 1,059 | 547 |
| Personnel prepayments and loans | 71 | 137 |
| VAT and other Tax related receivables | 2,838 | 2,405 |
| Deferred expenses | 2,203 | 1,308 |
| Other non-financial receivables and assets | 1,563 | 1,636 |
| Other receivables - non financial instruments | 7,734 | 6,033 |
| Securities at fair value through profit & loss | 229 | 505 |
| Factoring receivables | 638 | 611 |
| Financial instruments at fair value through OCI | 1,642 | 3,019 |
| Deposits | 128 | 115 |
| Other financial receivables and assets | 9,096 | 1,751 |
| Other receivables - financial instruments | 11,734 | 6,001 |
| Other receivables | 19,468 | 12,034 |
| Total | 64,145 | 52,071 |
| Non-current | 2,386 | 4,533 |
| Current | 61,758 | 47,538 |
| 64,145 | 52,071 |
Other financial receivables and assets include € 8.1 million from a customers advance payment in Türkiye, which is not reported as cash and cash equivalents due to a restriction on disposal.
21. Cash and cash equivalents
| in € thousand | 31/12/2023 | 31/12/2022 |
| Cash at hand | 11 | 39 |
| Bank balances | 23,813 | 21,590 |
| Total | 23,825 | 21,628 |
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Equity and Liabilities
22. Capital and additional paid in capital
A. Share capital and additional paid in capital
The share capital of t€ 36,354 is divided into 36,353,868 no-par value shares, each of which participates in the share capital to the same extent.
The capital reserves mainly result from the amount realized on the issue of shares in excess of the pro rata amount of the share capital (premium). As in the previous year, the capital reserves as at 31 December 2023 are essentially all attributable to appropriated reserves. These may only be released to offset an accumulated loss, that would otherwise have to be reported in the company's annual financial statements in accordance with company law if free reserves are not available to cover it.
Cross-border merger
As a result of the cross-border merger, explained in detail in note 6, the assets of the absorbed company Inform P. Lykos Holdings SA, representing a total net value of t€ 17,730 were contributed to the absorbing company as a contribution in kind, and the share capital of the absorbing company AUSTRIACARD HOLDINGS AG was increased by a nominal amount of t€ 1,315 from currently t€ 16,862 to t€ 18,177 by issuing 1,314,867 new bearer shares. t€ 16,415 of the contribution in kind was transferred to the share premium. As a result of the merger former non-controlling interests in related to the former shareholders of Inform P. Lykos Holdings SA amounting to t€ 11,321 were reclassified to equity attributable to the owners of the Company.
Capital increase from company funds
The Annual General Meeting of the Company on 30 June 2023 resolved to increase the share capital of the Company by t€ 18,177 from t€ 18,177 to t€ 36,354 by converting a partial amount of t€ 18,177 of the fixed capital reserves reported in the annual financial statements as at 31 December 2022 into share capital with the simultaneous issue of 18,176,934 new shares. For each share, one new share was therefore be booked to the respective deposit account and the shares of the Company, previously par value shares, were converted into no-par value shares.
Share buy-back program for own shares
In addition the management board of AUSTRIACARD HOLDINGS AG resolved on 18 December 2023 to implement a share buy-back program for own shares on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS approved the implementation of the Share Buy-Back Program by resolution dated 18 December 2023. The maximum volume of the Share Buy-Back Program amounts to up to 727,077 own shares (corresponding to approx. 2% of the current total share capital), the share buy-back under the Share Buy-Back Program will start on 22 December 2023 and is anticipated to continue up to (including) 21 June 2024. In accordance with the resolution of the annual general meeting held on 30 June 2023, the consideration to be paid per share when acquiring shares must (i) not be lower than € 1 (i.e., the calculated proportion of the share capital per share), and (ii) not be more than 20% above the volume-weighted average price of the last 20 trading days preceding the respective purchase. Additionally, the management board has determined a maximum price of € 12 per share. The maximum total consideration under the Share Buy-Back Program amounts to t€ 5,817.
Authorized capital
At the Extraordinary General Meeting on 30 November 2022 the Management Board was authorized to increase the share capital with the approval of the Supervisory Board – also in several tranches – by 30.11.2027 an amount of up to t€ 8,431 by issuing up to 8,431,033 par value bearer shares with voting rights against contribution in cash and/or in kind, whereby the issue price and the issue conditions shall be determined by the Management Board with the approval of the Supervisory Board. Furthermore the Management Board is with approval of the Supervisory Board authorized to fully or partly exclude the subscription rights of the shareholders (exclusion of the subscription rights) (i) if the capital increase is effected against cash contribution and the total portion of the Company’s share capital represented by the shares issued against cash contribution under exclusion of the subscription rights does not exceed 10% (ten percent) of the Company’s share capital at the time the authorization is granted, (ii) if the capital increase is effected against contribution in kind, or (iii) for the settlement of fractional amounts.
Annual Financial Report 2023 (translated)
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B. Other reserves, retained earnings and non-controlling interest
Other reserves include reserves from other comprehensive income, such as the reserve for currency translation differences, the revaluation reserve for land in accordance with IAS 16, revaluations of obligations from post-employment benefits to employees after deduction of deferred taxes in accordance with IAS 19 and the change in the cash flow hedge reserve after deduction of deferred taxes in accordance with IFRS 9. The reserve for share-based payments for management participation programmes ('equity-settled') is also included.
The retained earnings include the accumulated results for the period attributable to the shareholders less distributions made.
Non-controlling interests comprise minority interests in the equity of fully consolidated subsidiaries.
23. Capital management
The Group's policy is to maintain a strong capital base so as to maintain a high level of confidence of shareholders, creditors and the market, as well as to sustain future development of the business. Management monitors the return on capital and aims at a medium-term performance of dividends to shareholders.
The board of directors tries to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital base.
Group management monitors its capital using the following indicators:
•
Equity ratio (Net equity / Total assets): target value > 30%
•
Net debt / adjusted EBITDA: target value <3x
| 2023 | 2022 | |
| Equity ratio (Net Equity / Total Assets) | 33.3% | 29.9% |
| Net debt / adjusted EBITDA | 1.9 | 2.0 |
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24. Loans and Borrowings
| in € thousand | 31/12/2023 | 31/12/2022 |
| Non-current financial liabilities | ||
| Secured bank loans | 88,992 | 34,242 |
| Unsecured bank loans | 2,496 | 21,668 |
| Bonds | 0 | 6,113 |
| Lease liabilities | 10,944 | 8,603 |
| 102,432 | 70,626 | |
| Current financial liabilities | ||
| Secured bank loans | 11,100 | 12,168 |
| Unsecured bank loans | 1,574 | 8,247 |
| Bonds | 0 | 4,875 |
| Lease liabilities | 3,766 | 2,310 |
| 16,440 | 27,560 | |
| Total | 118,872 | 98,226 |
As per 18 December 2023 AUSTRIACARD HOLDINGS AG has signed a € 186.6 million financing agreement, comprising of a revolving credit facility, term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led by Unicredit. As at the reporting date of 31.12.2023, € 101.1 million of this had been used. Part of the funds raised were used to refinance existing credit facilities at various subsidiaries of the Company, while the rest will be used for general corporate purposes and to finance the Company’s growth. This refinancing extends the debt maturity profile, while significantly simplifying its structure, enabling more flexibility to the Company to pursue its corporate strategy.
A. Terms and maturity
| Range | Carrying amount in Euro | |||||
| Interest | ||||||
| rate fixed/ | Nominal | Year of | ||||
| in € thousand | Currency | variable | interest rate | maturity | 31/12/2023 | 31/12/2022 |
| ÖKB Refinancing Rate 2020 | ||||||
| Secured bank loans | EUR | variable | 4.345 - 4.395% + Marge | 2027-2028 | 26,600 | 42,317 |
| 1.55% | ||||||
| EUR | variable | EURIBOR + | 2028 | 74,492 | 0 | |
| Marge 1.95 – 2.05% | ||||||
| EUR | fixed | 1.50%-1.70% | 2024 | 0 | 410 | |
| USD | fixed | 10% | 2026 | 0 | 43 | |
| RON | variable | ROBOR 3M + 2 % | 2023 | 0 | 3,985 | |
| EURIBOR 3M +3.25% | ||||||
| 101,092 | 46,755 | |||||
| Unsecured bank loans | EUR | variable | EURIBOR + 0.28% - 3.50% | 2026 | 1,500 | 27,706 |
| TRY | fixed | 4.75% | 2024 | 153 | 0 | |
| EUR | fixed | 1.53% | 2025 | 431 | 748 | |
| USD | variable | SOFR 6M + 2.00% | 2026 | 1,388 | 1,438 | |
| RON | fixed | ROBOR 3M +3.25% | 2024 | 599 | 109 | |
| 4,071 | 30,000 | |||||
| Bonds | 0 | 10,988 | ||||
| Total | 105,162 | 87,743 | ||||
Securities have been provided for liabilities to banks in the amount of t€ 101,092 (previous year: t€ 46,410). The material securities are pledges on shares in three subsidiaries as well as pledges on Intercompany receivables.
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B. Lease liabilities
| Future minimum | Present value of minimum | |||||
| lease payments | Interest | lease payments | ||||
| in € thousand | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Less than one year | 4,353 | 3,237 | 587 | 347 | 3,766 | 2,890 |
| Between one and five years | 10,764 | 6,821 | 1,140 | 681 | 9,623 | 6,140 |
| More than five years | 1,418 | 1,964 | 98 | 80 | 1,320 | 1,884 |
| 16,535 | 12,022 | 1,825 | 1,108 | 14,710 | 10,914 | |
C. Reconciliation of loans and borrowings
| Secured | ||||||
| Loans & | Unsecured Loans | Bank | ||||
| in € thousand | Borrowings | & Borrowings | overdraft | Bonds | Leasing | Total |
| 1 January 2023 | 46,410 | 29,915 | 0 | 10,988 | 10,914 | 98,226 |
| Proceeds from loans and borrowings | 100,092 | 7,814 | 0 | 0 | 0 | 107,905 |
| Repayment of loans and borrowings | (46,132) | (33,687) | 0 | (10,988) | 0 | (90,807) |
| Repayment of lease liabilities | 0 | 0 | 0 | 0 | (2,895) | (2,895) |
| Sum of changes due to cash | 53,959 | (25,874) | 0 | (10,988) | (2,895) | 14,203 |
| flows from financing activities | ||||||
| Changes in exchange rate | (29) | (56) | 0 | 0 | (93) | (178) |
| Other non-cash changes | 200 | 86 | 0 | 0 | 221 | 507 |
| New lease liabilities | 0 | 0 | 0 | 0 | 6,974 | 6,974 |
| Interest expenses | 0 | 0 | 0 | 0 | (411) | (411) |
| 31 December 2023 | 100,539 | 4,071 | 0 | 0 | 14,710 | 119,320 |
| Unsecured | ||||||
| Secured Loans | Loans & | Bank | ||||
| in € thousand | & Borrowings | Borrowings | overdraft | Bonds | Leasing | Total |
| 1 January 2022 | 47,422 | 28,882 | 973 | 11,263 | 8,040 | 96,580 |
| Proceeds from loans and borrowings | 6,517 | 4,053 | 1,200 | 1,000 | 0 | 12,770 |
| Repayment of loans and borrowings | (7,529) | (3,070) | (2,173) | (1,275) | 0 | (14,047) |
| Repayment of lease liabilities | 0 | 0 | 0 | 0 | (3,799) | (3,799) |
| Sum of changes due to cash flows | (1,012) | 982 | (973) | (275) | (3,799) | (5,076) |
| from financing activities | ||||||
| Changes in exchange rate | (1) | 50 | 0 | 0 | (166) | (117) |
| New lease liabilities | 0 | 0 | 0 | 0 | 7,174 | 7,174 |
| Interest expenses | 0 | 0 | 0 | 0 | (336) | (336) |
| 31 December 2022 | 46,410 | 29,915 | 0 | 10,988 | 10,914 | 98,226 |
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25. Trade and other payables
| 31/12/2022 | ||
| in € thousand | 31/12/2023 | restated |
| Trade payables | 43,649 | 43,969 |
| Social security | 1,957 | 1,488 |
| Wages and salaries payable | 1,109 | 475 |
| Accruals – personnel related | 4,187 | 2,729 |
| VAT payable and other taxes | 3,751 | 4,057 |
| Other non-financial payables | 1,641 | 124 |
| Other payables - non financial instruments | 12,646 | 8,873 |
| Dividends payable | 6 | 20 |
| Other financial payables | 5,746 | 4,908 |
| Other payables - financial instruments | 5,752 | 4,929 |
| Other payables | 18,398 | 13,801 |
| Total | 62,047 | 57,770 |
| Non-current | 81 | 11 |
| Current | 61,966 | 57,759 |
| 62,047 | 57,770 |
Other financial liabilities include € 2.2 million in connection with the put option for the beneficiary's shares from the management participation program in a subsidiary, see also note 7 and 13.
Annual Financial Report 2023 (translated)
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Financial instruments
26. Financial instruments – Fair values and risk management
A. Accounting classifications and fair values
The financial instruments carried at fair value through profit and loss concerns an investment in a quoted mixed fund consisting of a mix of securities and equity investments, interest rate swaps as well as liabilities from put option for the beneficiary's shares from the management participation program in a subsidiary. The fair value of all financial instruments approximates the carrying amount, the quotred mixed fund corresponds to Level 1 fair value, interest rate swaps correspond to Level 2 fair value, the put-option corresponds to Level 3 fair value according to IFRS 13. For detailed information to put-option see note 13.E.ii.
| 31 December 2023 | |||||
| in € thousand | At amortized | Non-financial | |||
| cost | FVTPL | FVTOCI | instruments | Total | |
| Assets | |||||
| Trade receivables | 44,677 | 0 | 0 | 0 | 44,677 |
| Other receivables | 9,863 | 229 | 1,642 | 7,734 | 19,468 |
| Cash and cash equivalents | 23,825 | 0 | 0 | 0 | 23,825 |
| Total | 78,235 | 229 | 1,642 | 7,862 | 87,969 |
| Liabilities | |||||
| Loans and borrowings | 118,872 | 0 | 0 | 0 | 118,872 |
| Trade payables | 43,649 | 0 | 0 | 0 | 43,649 |
| Other payables | 3,461 | 2,221 | 69 | 12,646 | 18,398 |
| Total | 12,646 | 180,919 |
165,982
2,221
69
As of 31.12.2023, the positive fair values of the interest rate swaps are recognised in other receivables at fair value through OCI as in previous year. Interest rate swaps with negative fair values are recognized at fair value through OCI in other payables.
| 31 December 2022 | |||||
| in € thousand | At amortized | Non-financial | Total | ||
| cost | FVTPL | FVTOCI | instruments | restated | |
| Assets | |||||
| Trade receivables | 40,037 | 0 | 0 | 0 | 40,037 |
| Other receivables | 2,362 | 505 | 3,018 | 6,148 | 12,034 |
| Cash and cash equivalents | 21,628 | 0 | 0 | 0 | 21,628 |
| Total | 64,028 | 505 | 3,018 | 6,148 | 73,699 |
| Liabilities | |||||
| Loans and borrowings | 98,226 | 0 | 0 | 0 | 98,226 |
| Trade payables | 43,969 | 0 | 0 | 0 | 43,969 |
| Other payables | 3,830 | 1,098 | 0 | 8,873 | 13,801 |
| Total | 8,873 | 155,996 |
146,025
1,098
0
As of 31.12.2022, the positive fair values of the interest rate swaps were recognised in other receivables at fair value through OCI.
Annual Financial Report 2023 (translated)
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i.
Derivative financial instruments and hedges
For risk management purposes, the Group holds interest rate swaps for material non-current financial liabilities, which are designated in hedging relationships to hedge cash flows. The variable amounts of the interest rate swaps are linked to the Euribor or to ÖKB Refinancing Rate. The Group's derivative instruments are governed by contracts and preferably concluded with those banks with which the underlying financial liability exists.
The fair value of the interest rate swaps is determined as the present value of the estimated future cash flows. Estimates of future cash flows from variable interest payments are based on quoted swap rates, future prices and interbank interest rates. The estimated cash flows are discounted using a yield curve constructed from a similar source that reflects the relevant comparative interbank interest rate as used by market participants in the pricing of interest rate swaps.
The hedging relationship may become ineffective if the nominal value of the underlying transactions falls below that of the derivative. If a hedging relationship is no longer effective, rebalancing must restore effectiveness. The Group's derivatives were fully effective as of 31.12.2023 and as of 31.12.2022, there was no rebalancing.
The following table shows the value of the derivative financial instruments held by the Group as of 31 December 2023. The financial instruments, which were recorded as a cash flow hedge, form a valuation unit with the secured loans:
| Nominal | Market value | |||||
| value loan | Fixed | 31/12/2023 | ||||
| Financial institution | Derivative | Beginning | End | in € thousand | interest rate | in € thousand |
| Unicredit Bank Austria AG | Interest Rate Swap | 30/06/2020 | 31/03/2027 | 9,100 | 0.000% | 419 |
| Unicredit Bank Austria AG | Interest Rate Swap | 27/10/2021 | 30/09/2028 | 17,500 | 0.150% | 1,001 |
| National Bank of Greece SA | Interest Rate Swap | 30/12/2022 | 29/12/2028 | 3,550 | 0.685% | 187 |
| Raiffeisen Bank International AG | Interest Rate Swap | 29/12/2023 | 18/12/2028 | 25,000 | 2.740% | -69 |
The receivables from positive market values are reported as non-current other receivables from financial instruments in the balance sheet as of 31.12.2023. Payables from negative market values are reported as non-current financial liability in the balance sheet as of 31.12.2023.
The following table shows the value of the derivative financial instruments as of 31 December 2022, which were recorded as a cash flow hedge:
| Market | ||||||
| Nominal | value | |||||
| value loan | Fixed | 31/12/2022 | ||||
| Financial institution | Derivative | Beginning | End | in € thousand | interest rate | in € thousand |
| Unicredit Bank Austria AG | Interest Rate Swap | 30/06/2020 | 31/03/2027 | 14,300 | 0.000% | 797 |
| Unicredit Bank Austria AG | Interest Rate Swap | 27/10/2021 | 30/09/2028 | 21,000 | 0.150% | 1,768 |
| National Bank of Greece SA | Interest Rate Swap | 30/12/2022 | 29/12/2028 | 3,800 | 0.685% | 327 |
The receivables from positive fair values were reported non-current other receivables from financial instruments in the balance sheet as of 31.12.2022.
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B. Risk Management
Risk management is coordinated at group level by the Board of Directors in close cooperation with Financial Directors of the Group’s segments. It is focused primarily on ensuring short and medium-term cash inflows and solvency. The Group has exposure to various risks arising from financial instruments. The main types of these risks are the following:
Credit risk
▪
Liquidity risk
▪
Market risk
▪
i.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are banks and utility companies with sound credit ratings, which reduces the Group’s overall credit risk. In order to further decrease credit risk the Group uses non-recourse factoring for certain customers. The carrying amount of financial assets and contract assets represents the maximum credit exposure.
Based on the empirical values of bad debts from five previous years, default probabilities are calculated in the Group, which, together with assumptions about future developments, are used to determine 'expected credit loss'.
| 31/12/2023 | 31/12/2022 | |||||
| Credit risk for Trade | ||||||
| receivables and Contract | Weighted | Weighted | ||||
| assets | average loss | Gross amount | Impairment loss | average loss | Gross amount | Impairment loss |
| in € thousand | rate | 2023 | allowance | rate | 2022 | allowance |
| Current - not past due | 0.4% | 47,417 | (188) | 1.7% | 36,167 | (626) |
| Past due 1 - 30 days | 0.1% | 8,295 | (10) | 1.2% | 8,751 | (108) |
| Past due 31-90 days | 0.1% | 5,578 | (8) | 0.9% | 4,290 | (41) |
| Past due 91-120 days | 1.0% | 1,875 | (18) | 9.9% | 1,948 | (193) |
| Past due more than 121 days | 3,829 | (1,706) | 2,350 | (1,645) | ||
| Total | 66,993 | (1,930) | 53,503 | (2,613) | ||
For trade receivables and contract assets an expected credit loss is calculated if no specific valuation allowances were made.
Allowance for impairment of Trade receivables and Contract assets
| in € thousand | |
| Balance at 1 January 2022 | (1,575) |
| Addition to allowance | (1,191) |
| Disposal of allowance for amounts written off | 154 |
| Balance at 31 December 2022 | (2,613) |
| Disposal of allowance | 641 |
| Disposal of allowance for amounts written off | 41 |
| Balance at 31 December 2023 | (1,930) |
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ii.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The contractual maturities of long-term bank loans from new consortium loan agreement, which finalised the Group Refinancing on level of AUSTRIACARD HOLDINGS AG in December 2023, are contingent on the Group’s compliance with contractual covenants. The covenant mainly concern financial ratio Net Debt / EBITDA (leverage less than 3.5x), which is verified on a 6-months basis. Group management monitors ratios closely as in case of non-compliance, long-term loans could be called due by the lending financial institutions. Up do date agreed covenants have been complied without exception on all reporting dates.
The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term financial debt as well as the working capital requirements. Liquidity needs are monitored regularly and based on a 90-180 days forecast. Net cash requirements are compared to available borrowing limits, to identify surpluses or deficiencies in liquidity.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are undiscounted and include estimated interest payments.
| 31 December 2023 | Carrying | 1 year or | More than 5 | |||
| in € thousand | amount | Total | less | 1–2 years | 2–5 years | years |
| Secured bank loans | 100,092 | 106,101 | 13,342 | 12,292 | 80,467 | 0 |
| Unsecured bank loans | 4,071 | 4,249 | 1,678 | 661 | 1,910 | 0 |
| Bonds | 0 | 0 | 0 | 0 | 0 | 0 |
| Lease liabilities | 14,710 | 16,343 | 4,272 | 3,650 | 5,909 | 2,512 |
| Trade payables | 43,649 | 43,649 | 43,649 | 0 | 0 | 0 |
| Other payables – financial instruments | 5,752 | 5,752 | 5,683 | 69 | 0 | 0 |
| 168,273 | 176,094 | 68,624 | 16,672 | 88,286 | 2,512 |
| 31 December 2022 | Carrying | 1 year or | More than 5 | |||
| in € thousand | amount | Total | less | 1–2 years | 2–5 years | years |
| Secured bank loans | 46,410 | 50,189 | 13,866 | 20,347 | 13,874 | 2,103 |
| Unsecured bank loans | 29,915 | 31,875 | 8,858 | 5,173 | 14,318 | 3,526 |
| Bonds | 10,988 | 11,587 | 5,110 | 1,830 | 4,629 | 19 |
| Lease liabilities | 10,914 | 12,080 | 3,289 | 2,282 | 3,811 | 2,697 |
| Trade payables | 43,969 | 43,969 | 43,969 | 0 | 0 | 0 |
| Other payables – financial instruments | 3,830 | 3,830 | 3,830 | 0 | 0 | 0 |
| 146,025 | 153,530 | 78,922 | 29,632 | 36,632 | 8,345 |
iii.
Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Group is using derivative financial instruments to manage market risk.
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the euro (EUR) and RON (Romania). The currencies in which the Group’s transactions are denominated are mainly Euro, RON and to a lesser extent GBP (British Pound), USD (US Dollar), TRY (Türkiye), ALL (Albania) and PLN (Poland).
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Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries in Romania, Türkiye, United Kingdom and Poland from functional (local) to presentation currency and its incorporation in the Group’s financial statements.
Management continuously monitors the development of relevant foreign exchange rates for current or upcoming transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers and receiving invoices from suppliers as well as borrowing financial debt in the functional currency of the respective group component. As most costs of the Group accrue in Euro, the Group also aims at fixing to Euro sales prices of deliveries invoiced in local currency to the Euro. Where deemed necessary, the Group uses foreign currency derivatives to hedge future transactions, trade receivables and liabilities.
If exchange rates fluctuate within a range of +/- 10%, the profit or loss net of tax and equity net of tax of foreign currency companies would change as follows:
| Profit or loss net of tax | Equity, net of tax | |||
| in € thousand | Strengthening | Weakening | Strengthening | Weakening |
| 31 December 2023 | ||||
| RON (10% movement) | 700 | (573) | 3,672 | (3,004) |
| TRY (10% movement) | 221 | (181) | 145 | (118) |
| GBP (10% movement) | 364 | (298) | 880 | (720) |
| USD (10% movement) | (182) | 149 | (158) | 129 |
| 31 December 2022 | ||||
| RON (10% movement) | 501 | (410) | 3,429 | (2,806) |
| TRY (10% movement) | 114 | (93) | 237 | (194) |
| GBP (10% movement) | 839 | (687) | 863 | (706) |
| USD (10% movement) | (136) | 111 | (163) | 134 |
Interest rate risk
Financial assets are invested in bank deposits classified as cash and cash equivalents. Loans and borrowing are mainly Euribor-floating rate debt instruments. Financial expense and income can therefore be sensitive to interest rate fluctuations. The risk with fixed-interest financial instruments is that a negative market value adjustment may occur due to changes in interest rates. In the case of variable-interest financial instruments, the risk is that fluctuations in cash flow can have a negative impact on cash and cash equivalents and the ability to plan cash flows.
The interest rate risk sensitivity analysis focuses on the risk of floating-rate financial instruments. It is assumed that the variable-interest liabilities existing on the reporting date are outstanding for a full year. In the sensitivity analysis, a change of plus/minus 100 basis points is simulated in each case. This would have the following effects on the financial result:
| Profit or loss | Equity, net of tax | |||
| in € thousand | 100bp increase | 100bp decrease | 100bp increase | 100bp decrease |
| 31 December 2023 | (523) | 523 | (403) | 403 |
| 31 December 2022 | (523) | 523 | (409) | 409 |
In order to reduce interest rate risk Group companies also enter into hedging transactions.
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Other disclosures
27. List of Subsidiaries
| Residence | Participation | Participation | Consolidation | |||
| Country | main office | percentage | percentage | Consolidation | method prior | |
| Company | 31.12.2023 | 31.12.2022 | method | year | ||
| AUSTRIACARD HOLDINGS AG | Austria | Vienna | Parent | Parent | Full | Full |
| AUSTRIA CARD-Plastikkarten | ||||||
| und Ausweissysteme | Austria | Vienna | 100.00% | 100.00% | Full | Full |
| Gesellschaft m.b.H. | ||||||
| INFORM LYKOS (HELLAS) S.A. | Greece | Korpia/Attica | 100.00% | 100.00% | Full | Full |
| TERRANE LIMITED | Cyprus | Nicosia | 100.00% | 100.00% | Full | Full |
| Inform Albania Sh.p.k. | Albania | Tirana | 75.50% | 75.50% | Full | Full |
| CLOUDFIN LTD | Cyprus | Nicosia | 61.50% | 61.50% | Full | Full |
| AUSTRIA CARD SRL | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| AUSTRIA CARD TURKEY KART | ||||||
| OPERASYONLARI ANONIM | Turkey | Istanbul | 93.00% | 94.00% | Full | Full |
| SIRKETI *) | ||||||
| INFORM LYKOS SA | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Next Docs ECM Expert S.R.L. | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Next Docs Confidential S.R.L. | Romania | Bucharest | 100.00% | 100.00% | Full | Full |
| Cloudfin Single Member SA | Greece | Athen | 100.00% | 100.00% | Full | Full |
| TAG SYSTEMS SAU | Andorra | Andorra la | 100.00% | 100.00% | Full | Full |
| Vella | ||||||
| TAG SYSTEMS SMART | Torres de la | |||||
| SOLUTIONS S.L.U. | Spain | Alameda | 100.00% | 100.00% | Full | Full |
| (Madrid) | ||||||
| TAG Systems Sp z o.o. | Poland | Warsaw | 100.00% | 100.00% | Full | Full |
| TSG Norway AS | Norway | Nesna | 100.00% | 100.00% | Full | Full |
| United | Eatontown | |||||
| TAG SYSTEMS USA INC | States | (New | 60.00% | 60.00% | Full | Full |
| Jersey) | ||||||
| Tag Nitecrest Ltd (in liquidation) | United | Leyland | 100.00% | 100.00% | Full | Full |
| Kingdom | (Lancashire) | |||||
| TAG SYSTEMS UK LIMITED | United | Leyland | 100.00% | 100.00% | Full | Full |
| Kingdom | (Lancashire) | |||||
| TAG BIOMETRICS S.L. | Spanien | Barcelona | 90.00% | 90.00% | Full | Non |
| ILRA POST HOLDING S.R.L. | Romania | Voluntari | 50.10% | n/a | Full | Non |
| ILRA PINK POST OPERATIONS | Romania | Voluntari | 100.00% | n/a | Full | Non |
| S.R.L., | ||||||
| SEGLAN S.L. | Spain | Madrid | 25.00% | 25.00% | At Equity | At Equity |
| Curaçao - | ||||||
| TAG Systems NV (iliquidiert) | Netherlands | Curaçao | liquidated | 100.00% | Non | Non |
| Antilles | ||||||
| TAG CADENA S.A.S. (liquidiert) | Colombia | La Estrella | liquidated | 24.17% | Non | Non |
| (Medellin) | ||||||
| Austria Card Polska Sp.z o.o. | Poland | Warsaw | liquidated | 100.00% | Non | Full |
| (liquidiert) | ||||||
| ΙNFORM P. LYKOS HOLDINGS | Greece | Koroni/Attica | merged | 70.79% | Non | Full |
| S.Α. |
*) The company is already consolidated at 100% due to a put option of the non-controlling shareholder, see note 13.E.
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In business year 2023 the group of consolidated companies changed as follows:
| 31/12/2023 | 31/12/2022 | |
| As of beginning of the period – fully consolidated | 21 | 22 |
| Disposal because of liquidation | (1) | 0 |
| Disposal because of merger | (1) | 0 |
| Disposal because of final consolidation | 0 | (1) |
| Addition because of start-up | 2 | 0 |
| Addition because of change of consolidation method | 1 | 0 |
| As of end of the period – fully consolidated | 22 | 21 |
| As of beginning of the period – at equity consolidated | 1 | 2 |
| Disposal because of final consolidation | 0 | (1) |
| As of end of the period – at equity consolidated | 1 | 1 |
| As of end of the period - total | 23 | 22 |
Within 2023 liquidation of former fully consolidated company Austria Card Polska Sp.z.o.o. was finalised. The group of companies also decreased by one company as Inform P. Lykos Holdings SA was merged into AUSTRIACARD HOLDINGS AG, see note 6.
For two new group companies, ILRA POST HOLDING S.R.L. and ILRA PINK POST OPERATIONS S.R.L., initial consolidation was done in March 2023. The newly formed companies are controlled by TERRANE LTD holding 50.1%, and the minority shareholders DERIVAT INVESTMENT HOLDING S.R.L. and PB DELIVERY EXPRESS S.R.L., holding 37.2% and 12.7% respectively of the share capital.
One company not consolidated per 31.12.2022 due to immateriality, TAG Biometrics SL, was founded shortly before year end 2022 and was initially consolidated in March 2023. For the other two companies not consolidated in previous year due to immateriality, TAG Systems NV and TAG Cadena SAS, liquidation was also finalised in 2023.
28. Acquisition of part of a business
ILRA PINK POST OPERATIONS S.R.L., which was newly founded in the 2023 financial year, subsequently acquired a business operation consisting of fixed assets, employees and suppliers of companies owned by the minority shareholders DERIVAT INVESTMENT HOLDING S.R.L. and PB DELIVERY EXPRESS S.R.L. as part of an asset deal. These former Pink Post entities as well as Romanian Group company INFORM LYKOS SA assumed to transfer their contracts related to postal and courier services to the new company. Agreed price for the transaction was € 1.2 million. Increase of tangible and intangible assets as well as minor goodwill arising of t€ 47 from this deal can be seen in note 17.
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29. Non-controlling interests (NCI)
In the process of the cross-border merger of Inform P. Lykos Holdings SA into AUSTRIACARD HOLDINGS AG in 2023 former material non- controlling interests related to the former shareholders of Inform P. Lykos Holdings SA were reclassified to equity attributable to the owners of the Company. As of 31.12.2023, the Group only holds significant non-controlling interests in the subsidiaries CLOUDFIN Ltd. and TAG SYSTEMS USA Inc., which, however, only became material in 2023 in the course of the merger. These are now presented in the following table, including comparative information from the previous year.
| CLOUDFIN Ltd. | CLOUDFIN Ltd. | TAG SYSTEMS | TAG SYSTEMS | |
| USA Inc. | USA Inc. | |||
| in € thousand | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| NCI percentage | 38.50% | 38.50% | 40.00% | 40.00% |
| Non-current assets | 650 | 480 | 7,961 | 7,432 |
| Current assets | 5,429 | 590 | 3,691 | 5,500 |
| Non-current liabilities | (41) | 0 | (4,357) | (4,562) |
| Current liabilities | (2,206) | (482) | (10,321) | (9,840) |
| Net assets | 3,831 | 588 | (3,025) | (1,469) |
| Carrying amount of Non-controlling interests | 1,462 | 296 | (1,137) | (228) |
| Revenue | 5,152 | 931 | 17,695 | 18,686 |
| Profit (Loss) | 3,244 | 255 | (1,642) | (1,220) |
| Other comprehensive income | 0 | 0 | 0 | 0 |
| Total comprehensive income | 3,244 | 255 | (1,642) | (1,220) |
| Profit allocated to Non-controlling interests | 1,249 | 98 | (657) | (488) |
| Other comprehensive income allocated to Non- | 0 | 0 | 0 | 0 |
| controlling interests | ||||
| Cash flows from operating activities | 342 | 198 | 1,503 | 3,553 |
| Cash flows from investment activities | (331) | (194) | (1,290) | (2,941) |
| Cash flows from financing activities | 0 | 0 | (311) | 413 |
| Net increase (decrease) in cash and cash | 11 | 4 | (98) | 1.026 |
| equivalents |
30. Average number of employees
| 2023 | 2022 | |
| Average number of employees based on head-count during the period | 2,359 | 1,560 |
| thereof white collar employees | 854 | 625 |
| thereof blue collar employees | 1,506 | 934 |
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31. Related parties
For the purpose of this report, related parties are defined as the members of the Supervisory Board and of the Management Board as well as their closely related persons, companies, subsidiaries, joint ventures and associates. Business transactions with related parties are carried out at ordinary arm’s length conditions.
i.
Key management personnel transactions
Directors of the Company control 79.05% of the voting shares of the ultimate Parent Company. Nikolaos Lykos holds a majority stake and can exercise control over the Group. No post-employment benefits exist. None of key management personnel, or their related parties, hold positions in other companies that result in them having direct control or significant influence over these companies.
With regard to management participation programs, see Note 13.E.
Key management personnel compensation is as following:
| in € thousand | 2023 | 2022 |
| Short-term employee benefits | 2,772 | 1,733 |
| Management participation programs (long-term) | 2,583 | 2,781 |
| 5,355 | 4,514 |
With regard to long-term remuneration of the Management Board from management participation programs, please refer to note 13.E.i for Panagiotis Spyropoulos, Manolis Kontos, Jon Neeraas and Markus Kirchmayr, and refer to note 13.E.ii for management participation program for Burak Bilge.
ii.
Transactions with members of the Supervisory Board
In 2023 there have been no transactions with members of the Supervisory Board. In previous year 2022 one member of the Board (who has already left the Board within 2022) invoiced t€ 19 for legal consulting services to the Group and received t€ 26 as a member of the Board of Directors of a subsidiary. In 2023 remunerations of t€ 27 were granted to the Supervisory Board, no advance payments or loans were granted.
iii.
Transactions with associated companies
As of the balance sheet date 31.12.2023, there was investment in one immaterial associated company. No transactions were carried out with the associate in 2023 as well as in previous year.
32. Auditor’s fees
Expenses for services rendered by the Group auditor (including the international network in terms of section 271b UGB) comprised the following:
| in € thousand | 2023 | 2022 |
| Audit of consolidated and annual financial statements | 486 | 191 |
| Other confirmation services | 70 | 180 |
| 556 | 371 |
33. Subsequent events
After the balance sheet date, 33,238 own shares were acquired by the company as part of the share buy-back program resolved on 18 December 2023, corresponding to 0.0914% of the share capital. There were no other significant subsequent events after the balance sheet date.
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Accounting policies
34. Changes in accounting policies
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union
The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB), adopted by the European Union, and their application is mandatory from or after 01/01/2023.
| Standard | Effective date*) | Material impact | |
| on consolidated financial | |||
| statements | |||
| IFRS 17 | Insurance contracts | 01/01/2023 | No |
| IAS 8 | Amendments to IAS 8 Accounting policies, Changes | 01/01/2023 | No |
| in Accounting Estimates and Errors: Definition of | |||
| Accounting Estimates | |||
| IAS 1 | Amendments to IAS 1 Presentation of Financial | 01/01/2023 | No |
| Statements and IFRS Practice Statement 2: | |||
| Disclosure of Accounting policies | |||
| IAS 12 | Amendment to IAS 12 Income Taxes: Deferred tax | 01/01/2023 | No |
| related to Assets and Liabilities arising from a Single | |||
| Transaction | |||
| IAS 12 | Amendments to IAS 12 Income taxes: International | Immediately and | No |
| Tax Reform – Pillar Two Models Rules | 01/01/2023 | ||
| IFRS 17 | Amendments to IFRS 17 Insurance contracts: Initial | 01/01/2023 | No |
| Application of IFRS 17 and IFRS 9 – Comparative | |||
| Information |
*) Applicable to financial years beginning on or after the indicated date
35. Significant accounting policies
The Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements.
A. Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Inter-company transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. At the date of acquisition the Group recognizes separately from goodwill, the recognized assets acquired, the liabilities incurred and any non-controlling participations to the merged subsidiary. The recognized assets and the liabilities incurred should satisfy the definitions of assets and liabilities in the Framework of Preparation and Presentation of Financial Statements at the date of acquisition, in order to fulfil the criteria of recognition by the acquisition method. The Group measures the transferred assets and the liabilities incurred at fair values at the date of acquisition. The consideration transferred in return for the acquisition is measured at fair value, which is calculated as the sum of fair value at the date of assets transferred by the Group, the liabilities incurred if any to the previous owners and participation rights issued by the Group.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
Non-controlling interests are initially measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
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Puttable or fixed-term equity interests in subsidiaries with put options held by non-controlling interests represent financial liabilities for the Group. Such liabilities are initially recognized at fair value in accordance with IFRS 9. Irrespective of whether the non-controlling shareholders are currently the beneficial owners of the shares or not, the initial consolidation is carried out as an early acquisition, i.e. the shares covered by the put option are allocated to the Group from the beginning as if the right had already been exercised. Subsequently, the liability from the put option is measured at fair value through profit or loss on each reporting date.
B. Foreign currency
The items of financial statements of the Group companies are measured based on the currency of economic environment, in which each company operates (functional currency). The financial statements are presented in Euro which is the functional currency and the presentation currency of the parent company.
i.
Foreign currency transactions
The Group companies record foreign currency business transactions using the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate in effect on the reporting date. Foreign currency differences are generally recognized in profit or loss.
ii.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro using the average exchange rate in effect at the date of transaction. Gain and losses on foreign currency translation are recognized in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.
C. Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it transfers control over a good or service to a customer. The recognition of major categories of revenues is as follows:
•
Sales of made-to-order / customer-specific goods
The Group has determined that for made-to-order card- and paper products, the customer controls all of the work in progress as the products are being manufactured. This is because under those contracts card- and printed products are made to a customer’s specification and if a contract is terminated by the customer, then the Group is entitled to reimbursement of the costs incurred to date, including a reasonable margin. Invoices are issued according to contractual terms and are usually payable within 30 – 45 days. Uninvoiced amounts are presented as contract assets.
Revenue and associated costs are recognised over time – i.e. before the goods are delivered to the customers’ premises. Progress is determined based on the cost-to-cost method.
•
Sales of merchandise
Customers obtain control of products that are not produced but resold by the Group to the customer only when the goods are delivered to the agreed location. Invoices are generated at that point in time. Invoices are usually payable within 30 to 45 days. Revenue is recognised when the goods are delivered to the location agreed with the customer.
•
Sales of services rendered
Revenue arising from services is recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to be provided.
D. Employee benefits
i.
Pensions or similar obligations
A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to publicly or contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is recognized.
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A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The liability recognized in the balance sheet in respect of defined benefit plan is the present value of the benefit obligation as at balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions on post-benefit employment plans are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs are recognized immediately in the income statement.
ii.
Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
iii.
Management participation programs
Share-settled share based payments
The fair value at the grant date of share-based payment arrangements to employees is recognized as an expense with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the relevant service conditions and non-market performance conditions are expected to be satisfied, so that the final amount recognized as an expense is based on the number of awards that satisfy the relevant service conditions and non-market performance conditions at the end of the vesting period. For share-based payment awards with non-vesting conditions, the fair value is determined at the grant date taking into account these conditions; no adjustment is required for differences between expected and actual outcomes.
Cash settled share based payments
The fair value of the amount payable to employees in respect of stock appreciation rights that are settled in cash is recognized as an expense with a corresponding increase in the liability over the period in which the employees become unconditionally entitled to those payments. The liability is remeasured at each reporting date and at the settlement date based on the fair value of the stock appreciation rights to be settled. Any changes in the liability are recognized in profit or loss.
E. Government grants & subsidies
Research premiums are provided by governments to give incentives for companies to perform technical and scientific research. These research premiums are presented in Other income in the income statements as when companies that have qualifying expenses can receive such premiums in the form of a tax credit irrespective of taxes ever paid or ever to be paid. These premiums are included in ‘Trade and other receivables’. The Company records the benefit of this premium only when all qualifying research has been performed and the Group has obtained sufficient evidence from the relevant government authority that the premium will be granted.
At the same time, the research premiums represent government grants for capitalized expenses for internal development. The Group deducts the research premiums from the cost of internal development.
F. Income tax
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
i.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years.
ii.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
•
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
•
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
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Deferred tax assets remaining after netting with deferred tax liabilities are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
G. Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, these inventories are reclassified to contract assets. Cost of inventories does not include any financial expenses.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Appropriate allowance is made for damaged, obsolete and slow moving items. Write-downs to net realizable value and inventory losses are expensed in other expenses in the period in which the write-downs or losses occur.
H. Property, plant and equipment
Land and buildings used for operations and administrative purposes, are presented in the balance sheet at their revaluated values, less their accumulated depreciation and, if any, impairment following the Revaluation method as per IAS 16.
When the carrying amount of land or buildings is increased by a re-adjustment, this increase will be recorded in the statement of comprehensive income and then accumulated to equity as a readjustment surplus. In case the accounting value of buildings or land is reduced in the future following a readjustment, this reduction will be recorded in the statement of comprehensive income up to the amount of the existing credit balance of readjustment surplus. Any excess of impairment loss over this surplus will be recorded in the income statement.
The remaining categories of tangible assets are measured at historical cost less accumulated depreciation and, if any, accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is calculated using the straight-line method over their estimated useful lives. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| Years | |
| Buildings | 20-50 |
| Plant, machinery, other equipment | 3-20 |
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I. Intangible assets and goodwill
| Element | Measurement |
| Goodwill | Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. |
| Occurred impairment losses are excluded from reversal. | |
| Customer relations | Customer relationships are part of the assets acquired through business combinations of the Group. The |
| fair value was recognized under the income approach using the multi-period excess earnings method. | |
| Subsequent to initial recognition, the Group measures the above assets at cost less accumulated | |
| depreciation and any impairment losses. | |
| Research and development expenses | Expenditure on research activities is recognized in profit or loss as incurred. |
| Development expenditure is capitalized only if the expenditure can be measured reliably, the product or | |
| process is technically and commercially feasible, future economic benefits are probable and the Group | |
| intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it | |
| is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is | |
| measured at cost (less deductible research premium) less accumulated amortization and any accumulated | |
| impairment losses. | |
| Other intangible assets | Other intangible assets, including software licenses that are acquired by the Group and have finite useful |
| lives are measured at cost less accumulated amortization and any accumulated impairment losses. |
Amortization is calculated using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Goodwill is not amortized but tested (at least) annually for impairment according to IAS 36. An impairment test is also carried out annually for capitalized development costs that have not yet been depreciated.
The estimated useful lives for current and comparative periods are as follows:
| Years | |
| Development costs | 2-5 |
| Software licenses | 5-10 |
| Customer contracts | 8-15 |
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an impairment indicator is identified, the fair value of the non-financial asset is appraised – if necessary by an external appraiser – and compared with the carrying amount. If the carrying amount exceeds the fair value, impairment is recognized. If an impairment test for a non-financial asset is not possible at the level of the individual asset, the test is carried out for the CGU to which this asset belongs.
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J. Financial instruments
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss and financial assets at amortized cost.
i.
Non-derivative financial assets and financial liabilities – Recognition, measurement and derecognition
The Group initially recognizes receivables and debt securities issued on the date when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the Group is recognized as a separate asset or liability.
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
ii. Non-derivative financial assets – Classification and subsequent measurement
| Element | Measurement |
| Financial assets at fair value through profit or | These assets are subsequently measured at fair value. Net gains and losses, including any interest or |
| loss | dividend income, are recognised in profit or loss. |
| Financial assets at amortized cost | These assets are subsequently measured at amortised cost using the effective interest method. The |
| amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and | |
| impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. |
iii.
Non-derivative financial liabilities – Measurement
Non-derivative financial liabilities are initially recognized at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.
K. Share capital
(a) Ordinary shares are classified as equity. Share capital represents the value of company’s shares in issue. Any excess of the fair value of the consideration received over the par value of the shares issued is recognized as “share premium” in shareholders’ equity. (b) Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
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L. Impairment
i.
Non-derivative financial assets
The Group recognizes loss allowances for ECLs on financial assets measured at amortised cost and contract assets. The Group measures loss allowances at an amount equal to lifetime ECLs. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information based on the Group’s experience and informed credit assessment.
The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.
ii.
Non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss.
They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
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M. Leases
At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. Then the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values.
For lease contracts according to IFRS 16 lease term is determined as the non-cancellable period of a lease, together with both, periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
At the commencement date, a right-of-use asset and a lease liability is recognised. Lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the group uses the lessee’s incremental borrowing rate. At the commencement date, the right-of-use asset is measured at cost. The cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, as well as any lease payments made at or before the commencement date (less any lease incentives received), any initial direct costs incurred by the lessee, and an estimate of potential restoration costs. After the commencement date, the-group measures the right-of-use asset applying a cost model. The depreciation requirements of IAS 16 are applied.
According to IFRS 16.5 the group elects not to apply IFRS 16 to short-term leases and leases for which the underlying asset is of low value (< about EUR 5.000,-). Lease payments associated with those leases are recognised directly as an expense.
Subsequent measurement of the lease liability is done by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. Right-of-use assets and lease liabilities shall be reassessed if one of the following cases occurs: 1. change in lease payments, 2. change in lease term, 3. change in the assessment of an option to purchase the underlying asset, or 4. change in the amounts expected to be payable under a residual value guarantee. At the effective date of the modification, the lessee has to remeasure the present value of the lease liability and the carrying amount of the right-of-use asset. Any gain or loss relating to the partial or full termination of the lease should be recognised in profit or loss. The remeasurement has to be done with a revised discount rate only in case of changes in lease term, changes in the assessment of the option to purchase the underlying assets or if the change in lease payments is due to floating interest rates. A lessee shall account for a lease modification as a separate lease if the modification increases the scope of the lease by adding the right to use one or more underlying assets, and if the consideration for the lease increases by an adequate amount.
N. IAS 29 Financial Reporting in hyperinflation economies
IAS 29 is to be applied when the functional currency of a company is that of a country with pronounced high inflation. Like in previous year, this concerns a subsidiary in Türkiye, as the cumulative three-year inflation rate has led to Turkey's classification as a hyperinflationary country within the meaning of IAS 29. IAS 29 requires the adjustment of affected financial statements by applying a general price index: - Monetary items of the balance sheet are not adjusted.
- Non-monetary items of the balance sheet that are measured at cost are adjusted to the price changes that occurred in the financial year before translation into Group currency on the basis of an appropriate price index to measure purchasing power. - All items in the statement of comprehensive income and all components of equity are also adjusted on the basis of suitable price indices. - Gains or losses from the net position of monetary items are reported in the financial result of the consolidated income statement. - Prior-year figures have not been adjusted in accordance with IAS 21.42 (b).
Annual Financial Report 2023 (translated)
92
36. New Standards and Interpretations that have not been applied yet or have not been adopted by the
European Union
The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB) but have not been applied yet or have not been adopted by the European Union:
| Standard | Effective | Material impact | |
| date*) | expected on consolidated financial | ||
| statements | |||
| IAS 7 and IFRS | Amendments to IAS 7 Statement of Cash Flows and IFRS | 01/01/2024 | No |
| 7 | 7 Financial Instruments: Disclosures: Supplier Finance | ||
| Arrangements | |||
| IAS 1 | Amendments to IAS 1: Classification of Liabilities as | 01/01/2024 | No |
| Current or Non-current, Non-current Liabilities with | |||
| Covenants | |||
| IFRS 16 | Amendments to IFRS 16 Leases: Lease Liability in a Sale | 01/01/2024 | No |
| and Leaseback | |||
| IAS 21 | Amendments to IAS 21 The Effects of Changes in Foreign | 01/01/2025 | No |
| Exchange Rates: Lack of Exchangeability |
*) Applicable to financial years beginning on or after the indicated date
Annual Financial Report 2023 (translated)
93
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AUDITOR’S REPORT
Report on the Consolidated Financial Statements
Audit Opinion
We have audited the consolidated financial statements of
AUSTRIACARD HOLDINGS AG, Vienna,
and of its subsidiaries (the Group) comprising the consolidated statement of financial position
as of December 31, 2023, the consolidated statement of profit or loss and other
comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the fiscal year then ended and the notes to the consolidated
financial statements.
Based on our audit the accompanying consolidated financial statements were prepared in
accordance with the legal regulations and present fairly, in all material respects, the assets
and the financial position of the Group as of December 31, 2023 and cashflows and its
financial performance for the year then ended in accordance with the International Financial
Reportings Standards (IFRS) as adopted by EU, and the additional requirements under Section
245a Austrian Company Code UGB.
Basis for Opinion
We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following
"EU regulation") and in accordance with Austrian Standards on Auditing. Those standards require
that we comply with International Standards on Auditing (ISA). Our responsibilities under those
regulations and standards are further described in the "Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements" section of our report. We are independent of the Group
in accordance with the Austrian General Accepted Accounting Principles and professional
requirements and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained until the date of this
auditor’s report is sufficient and appropriate to provide a basis for our opinion by this date.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the consolidated financial statements of the fiscal year. These matters
were addressed in the context of our audit of the consolidated financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We considered the following matters as key audit matters for our audit:
1. Valuation of the reserve for share-based payments
2. Recoverability of goodwill
Key Audit Matter
How our audit addressed the key audit matter
We assessed management’s valuation and
Valuation of the reserve for share-based
accounting of the management participation
payments
programs. Our audit procedures included, among
The book value of the reserve for AUSTRIACARD
others, the following:
HOLDINGS AG management participation
Read the management participation
program 2022 – 2025 amounts to
programs to gain an understanding of the
EUR 10.0 million as of December 31, 2023.
significant terms and conditions and to
The valuation of the reserve for management
confirm whether the correct accounting
participation programs requires judgement and
treatment has been applied;
estimations made by management.
Plausibility check of the planning assumptions
with regard to management goals’ achievement
The main risk refers to management’s assessment of
up to the exercise point of the program;
the parameters included in the valuation as well as to
Involve our internal valuation specialists
the accounting treatment.
to evaluate the underlying valuation model and
The disclosures related to the management
parameters;
participation programs are included in Notes 3. Use of
Check the mathematical accuracy of the
judgments and estimates, 13. Employee benefits and
valuation model;
35. Significant accounting policies.
Assess the adequacy of the disclosures in the
financial statements.
95
Annual financial report 2023 (translated)
Key Audit Matter
How our audit addressed the key audit matter
Recoverability of goodwill
We examined management‘s assessment of the
recoverability of goodwill (using the criteria of IAS 36
The book value of goodwill amounts to
and the Group’s accounting principles). Our audit
EUR 29.4 million as of December 31, 2023.
procedures included, among others, the following:
No impairment charges were recorded in 2023.
Assess the determination of the cash generating
According to IFRS, goodwill is subject to an
units (CGUs);
impairment test at least annually.
ꢀCheck the plausibility of the assumptions made
The assessment of the recoverability of goodwill
in the valuation models with data from
requires judgement, in determining whether there is
operational planning;
an impairment need and the amount of such an
Evaluate and assess the assumptions used within
impairment.
the future cash flow models as well as to reconcile
them to approved budgets by the supervisory
The main risk relates to management’s estimates of
board;
future cash flows and discount rates, which are used
Involve our valuation specialists for analyzing the
to assess the recoverability.
valuation models, the discount- and growth rates;
The disclosures related to the goodwill and the related
Check the mathematical accuracy of the
impairment test are included in Notes 3. Use of
valuation model;
judgments and estimates, 17. Intangible assets and
Assess the adequacy of the disclosures in
goodwill and 35. Significant accounting policies.
the financial statements.
Reference to other matters
The consolidated financial statements of AUSTRIACARD HOLDINGS AG, Vienna for the year
ended December 31, 2022 were audited by another group auditor who expressed an
unmodified opinion on those consolidated statements on March 20, 2023.
96
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Other Information
Management is responsible for the other information. The other information comprises the
information included in the annual financial report, but does not include the consolidated
financial statements, the Group's management report and the auditor’s report thereon. The
annual financial report is estimated to be provided to us after the date of the auditor's report.
Our opinion on the consolidated financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, to consider whether the other information is
materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated.
Responsibilities of Management and of the Audit Committee for
the Consolidated Financial Statements
Management is responsible for the preparation of the consolidated financial statements in
accordance with IFRS as adopted by the EU, and the additional requirements under Section 245a
Austrian Company Code UGB for them to present a true and fair view of the assets, the financial
position and the financial performance of the Group and for such internal controls as
management determines are necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Group’s financial reporting process.
97
Annual financial report 2023 (translated)
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with the EU
regulation and in accordance with Austrian Standards on Auditing, which require the
application of ISA, always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis
of these financial statements.
As part of an audit in accordance with the EU regulation and in accordance with Austrian
Standards on Auditing, which require the application of ISA, we exercise professional
judgment and maintain professional scepticism throughout the audit.
We also:
identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
98
Annual financial report 2023 (translated)
conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
99
Annual financial report 2023 (translated)
Report on Other Legal and Regulatory Requirements
Comments on the Management Report for the Group
Pursuant to Austrian Generally Accepted Accounting Principles, the management report for
the Group is to be audited as to whether it is consistent with the consolidated financial
statements and as to whether the management report for the Group was prepared in
accordance with the applicable legal regulations.
Management is responsible for the preparation of the management report for the Group in
accordance with Austrian Generally Accepted Accounting Principles.
We conducted our audit in accordance with Austrian Standards on Auditing for the audit of
the management report for the Group.
Opinion
In our opinion, the management report for the group was prepared in accordance with the
valid legal requirements, comprising the details in accordance with section 243a UGB
(Austrian Company Code), and is consistent with the consolidated financial statements.
Statement
Based on the findings during the audit of the consolidated financial statements and due to the
thus obtained understanding concerning the Group and its circumstances no material
misstatements in the management report for the Group came to our attention.
Additional information in accordance with article 10 EU regulation
We were elected as auditor by the ordinary general meeting at June 30, 2023. We were
appointed by the Supervisory Board on September 22, 2023. We are auditors without cease
since 2023.
We confirm that the audit opinion in the Section "Report on the consolidated financial
statements" is consistent with the additional report to the audit committee referred to in
article 11 of the EU regulation.
We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were
provided by us and that we remained independent of the audited company in conducting the
audit.
100
Annual financial report 2023 (translated)
Responsible Austrian Certified Public Accountant
The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.
Vienna, March 19, 2024
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Marion Raninger mp
Mag. Erich Lehner mp
Wirtschaftsprüferin / Certified Public Accountant
Wirtschaftsprüfer / Certified Public Accountant
101
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG
Single Financial Statements 2023
in accordance with the Austrian Commercial Code (UGB)
103
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/1
Statement of Financial Position as of
31 December 2023
Assets
31/12/2023
31/12/2022
EUR
EUR'000
A. Fixed assets
I. Intangible assets
Software
921.77
2
921.77
2
II. Tangible assets
1. Land and buildings
35,000.01
0
2. Other equipment
807.93
3
35,807.94
3
III. Financial assets
1. Investments in affiliated companies
110,782,008.98
89,765
2. Other investments
34,050.00
34
110,816,058.98
89,799
110,852,788.69
89,804
B. Current assets
I. Accounts receivable
1. Accounts receivable from affiliated companies
92,985,756.71
62
thereof non-current
81,988,326.01
0
2. Other receivables
415,768.13
115
thereof taxes
238,698.87
69
thereof non-current
0.00
0
93,401,524.84
176
II. Cash in banks
1,097,394.65
344
94,498,919.49
520
C. Prepaid expenses
345,947.64
0
D. Deferred tax assets
369,005.88
0
206,066,661.70
90,324
104
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
(translated)
Annex I/2
Liabilities and Shareholder`s equity
31/12/2023
31/12/2022
EUR
EUR'000
A.
Shareholder's equity
I. Share capital
36,353,868.00
16,862
II. Additional paid-in capital
1. Appropriated
33,033,278.68
34,795
2. Unappropriated
53 000.00
53
33,086,278.68
34,848
III. Reserve for share-based payment
10,004,000.02
0
IV. Taxed reserves
Statutory reserve
7,000.00
7
V. Net profit
20,245,325.43
27,573
thereof profit carried forward
26,664,642.64
29,167
99,696,472.13
79,291
B.
Provisions
1. Tax provisions
152,000.19
0
thereof deferred tax provisions
57,200.00
0
2. Other provisions
2,064,724.33
900
2,216,724.52
900
C.
Liabilities
1. Bank loans
101,091,557.66
8,900
thereof current
11,100,000.00
2,300
thereof non-current
89,991,557.66
6,600
2. Accounts payable
277,939.27
381
thereof current
277,939.27
381
3. Liabilities to affiliated companies
2,295,458.35
653
thereof current
2,295,458.35
653
4. Other liabilities
488,509.77
198
thereof from taxes
65,670.16
61
thereof due to social securitiy
54,582.55
2
thereof current
488,509.77
198
104,153,465.05
10,132
thereof current
14,161,907.39
3,532
thereof non-current
89,991,557.66
6,600
D.
Deferred income
0.00
1
206,066,661.70
90,324
105
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2023
2023
2022
EUR
EUR'000
1. Revenues
1,370,882.10
0
2. Other income
a) Other other income
359,046.86
7
359,046.86
7
3. Personnel expenses
a) Salaries
-3,431,130.79
-74
b) Expenses for social security
-229,714.80
-17
thereof contributions to employee provision funds
-10,732.13
-2
thereof expenses for statutory social security and
payroll related taxes and contributions
-218,982.67
-15
-3,660,845.59
-91
4. Amortization, depreciation and impairment charges
a) of intangible assets and equipment
-23,050.54
-4
-23,050.54
-4
5. Other operating expenses
a) Taxes other than income taxes
-95,010.14
-286
b) Sundry
-11,356,779.00
-1,459
-11,451,789.14
-1,745
6. Subtotal from line 1 to 5 (Operating result)
-13,405,756.31
-1,833
106
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG, Wien
(translated)
Annex I/3
Income Statement
for the financial year 2023
2023
2022
EUR
EUR'000
6. Subtotal from line 1 to 5 (Operating result)
-13,405,756.31
-1,833
7. Income from investments
4,351,213.48
583
thereof from affiliated companies
4,351,213.48
583
8. Other interests and similar income
444,928.84
0
thereof from affiliated companies
380,750.00
0
9. Expenses from financial assets
-3,254,980.00
0
thereof impairment
-3,254,980.00
0
thereof from affiliated companies
-3,254,980.00
0
10. Interest and similar expenses
-1,441,863.17
-338
11. Subtotal from line 7 to 10 (Financial result)
99,299.15
245
12. Loss before tax
-13,306,457.16
-1,589
13. Income taxes
-65,900.05
-5
0
thereof deferred taxes
-63,623.75
14. Merger result
7,721,843.23
0
Reorganization-related transfer of a result from
15. previous periods
-768,803.23
0
16. Loss of the year
-6,419,317.21
-1,594
17. Profit carried forward from prior period
26,664,642.64
29,167
18. Net profit
20,245,325.43
27,573
107
Annual financial report 2022 (translated)
AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8, 1230 Vienna
108
Annual financial report 2023 (translated)
Notes to the financial statements for the financial year
2023
1.
General
The management of the Company prepared the financial statements in accordance with
the regulations of the Austrian Commercial Code ("Unternehmensgesetzbuch", "UGB").
The Company is a large corporation in accordance with Section 221 UGB and a five-fold
Company in accordance with Section 271a par. 1 UGB.
2. Accounting principles
2.1. General
The financial statements were prepared in accordance with generally accepted
accounting principles in Austria to give a true and fair view of the Company’s assets,
liabilities, financial position and results.
The principle of completeness was adhered to.
The items in the financial statements were valued by applying the going concern
assumption.
Assets and liabilities were valued individually on an item by item basis.
The principle of prudence was adhered to by recognizing revenue only if realized at the
end of the reporting period. All identifiable risks and potential losses, which arose in 2023
or in a prior period, were taken into account.
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Annual financial report 2023 (translated)
The income statement is presented in the nature of expense method.
There have been no changes to the accounting principles applied in prior years.
2.2. Intangible assets
Intangible assets are only recognized when they are purchased and are measured at
cost less amortization and impairment charges, if any. Internally developed intangible
assets and low value items (individual acquisition costs of up to EUR 1,000.00) are
expensed when acquired.
Amortization expense is calculated on a straight-line basis by applying the following
useful life:
Years
Percentage
Software
5
20
An impairment loss is recognized to adjust the carrying amount to its lower fair value
as of the reporting date, if the decrease in value is expected to be permanent. In 2023,
no impairment charge was recognized (prior year: EUR 0).
2.3. Tangible assets
Tangible assets are measured at acquisition or production costs less scheduled
amortization and impairment charges, if any. Low value items (individual cost below
EUR 1,000.00) are expensed in the year of purchase. In accordance with income tax
regulations, additions in the first half of the year are subject to a full year's depreciation,
and additions in the second half-year, are subject to a half-year's depreciation.
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Annual financial report 2023 (translated)
Depreciation is calculated straight-line based on the following useful lives:
Years
Percentage
Buildings
10 - 40
2.5 - 10
Plant and equipment
3 - 5
20 - 33
An impairment charge is recognized to adjust the carrying amount of an item of tangible
assets to its lower fair value as of the reporting date, if the decrease in value is expected
to be permanent. No impairment charge was recognized for 2023 (prior year: EUR 0k).
2.4. Financial assets
Financial assets are valued at acquisition costs. An impairment loss is recognized to
adjust the carrying amount to its lower fair value as of the reporting date, if the decrease
in value is expected to be permanent.
Impairment losses to a lower fair value as at the reporting date are recognized if the
impairment is expected to be permanent. Impairment losses of EUR 3,254,980.00 were
recognized in the financial year (previous year: EUR 0), which relate to the investment
in INFORM LYKOS (HELLAS) A.E. in the amount of EUR 3,200,000.00 and the
investment in INFORM ALBANIA Sh. pk in the amount of EUR 54,980.00.
2.5. Receivables and other assets
Receivables and other assets are recognized at their nominal values.
2.6. Current and deferred income tax
Deferred taxes are recognized in accordance with Section 198 par. 9 and par. 10 UGB
by applying the balance sheet liability method and the current income tax rate of 23%
(prior year: 23%). Deferred taxes are not discounted and are not recognized on tax loss
carry-forwards.
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Annual financial report 2023 (translated)
2.7. Provisions
Other provisions are recognized taking into account the principle of prudence reflecting
all apparent risks identified up to the date of preparation of the financial statements and
all liabilities contingent with respect to amount or occurrence. The amounts recognized
represent management's best estimate.
2.8. Liabilities
Liabilities are recognized at their repayment amounts.
2.9. Foreign currency translation
The reporting currency is the Euro. Receivables denominated in foreign currencies are
measured at the lower of the transaction rate and buying rate as of the end of the
reporting period. Liabilities denominated in foreign currencies are measured at the higher
of the transaction rate and selling rate as of the end of the reporting period. In the case
of currency forwards, the items are measured at the agreed forward rate. No forward
exchange contracts were concluded in 2023.
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Annual financial report 2023 (translated)
3. Notes on the statement of financial position
and income statement
3.1. Notes on the statement of financial position
For the development of assets we refer to Appendix 1.
3.1.1. Financial assets
Investments in affiliated companies
The disclosures on equity and the result of the last financial year of the affiliated
companies are the values according to the Group Reporting Package as at December
31, 2023.
Name
Registered Equity
Share of equity Net Profit/Loss of
office
the most recent
financial year
AUSTRIA
CARD-
Vienna
EUR 77,078,132
100.00%
EUR 24,378,796
Plastikkarten
und
Ausweissysteme
Gesellschaft m.b.H.
(ACV)
INFORM
LYKOS
Koropi
EUR 11,119,108
99.99%
EUR (2,400,511)
HELLAS SA (ILG)
(GR)
CLOUDFIN LTD
Nicosia
EUR 3,831,298
61.50%
EUR 3,243,627
(CY)
TERRANE LTD
Nicosia
EUR 17,081,599
100.00%
EUR 1,980,329
(CY)
INFORM ALBANIA
ALL 1,656,401
75.50%
ALL (9,081,505)
Tirana (AL)
Sh.pk
For impairment losses recognized in the financial year, see Note 2.4.
113
Annual financial report 2023 (translated)
Other investments
Since 2022, in addition ACAG holds a 3% minority stake in the Greek company
'COMPETENCE CENTER I4byDESIGN PRIVATE COMPANY' in connection with a
research project.
3.1.2. Receivables and other assets
Receivables from affiliated companies amount to EUR 92,985,756.71 (prior year: EUR
62k). Of this amount, EUR 1,384,643.97 results from current service charges and EUR
91,468,326.01 from intercompany loan receivables that AUSTRIACARD HOLDINGS
granted to certain Group companies.
3.1.3. Deferred tax assets
Deferred tax assets were recognized as at the balance sheet date for temporary
differences between the tax base and the carrying amount under company law for the
items below. For 2023, deferred taxes were already calculated using the corporate
income tax rate of 23% planned for 2024, or 22% if these relate to the branch based in
Greece.
31.12.2023 31.12.2022
EUR
TEUR
Fixed assets (22%)
810,000.00
0
Intangible assets (22%)
1,993.33
0
Investments (22%)
301,008.00
0
Borrowing costs (23%)
537,500.00
0
Long-term personnel provisions (22%)
2,366.26
0
Amount total differences
1,652,867.59
0
Thereof deferred taxes as of 31 Dec
369,005.88
0
114
Annual financial report 2023 (translated)
Movement of deferred tax assets:
2023
2022
EUR
TEUR
As of 01 Jan
0,00
0
Carrying amount transfer from merger
197,855.32
0
Reorganization-related transfer of a result from
previous periods
177,574.31
0
Changes affecting net income of the financial year
-6,423.75
0
As of 31 Dec
369,005.88
0
The deferred tax expense of EUR 63,623.75 reported in the income statement includes
the change in deferred tax assets of EUR 6,423.75 as well as the change in deferred tax
liabilities of EUR 57,200.00.
115
Annual financial report 2023 (translated)
3.1.4. Shareholder’s equity
The following table shows the development of the shareholder's equity:
Share
Additional
Reserve
Tax
Net
Total
capital
paid-in
for
reserves
Profit
capital
share-
based
payment
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
As of 1 January 2022
14,638
7,337
0
7
29,167
51,149
Capital increase
2,224
27,511
0
0
0
29,735
Loss of the year 2022
0
0
0
0
-1,594
-1,594
As of 31 December
2022
16,862
34,848
0
7
27,573
79,291
Capital increase and
merger
1,315
16,415
0
0
0
17,730
Capital increase from
company funds
18,177
-18,177
0
0
0
0
Dividend distribution
0
0
0
0
-909
-909
Share-based payment
0
0
10,004
0
0
10,004
Loss of the year 2023
0
0
0
0
-6,419
-6,419
As of 31 December
2023
36,354
33,086 10,004
7
20,245
99,696
Share capital
The share capital of EUR 36,353,868.00 is divided into 36,353,868 no-par value shares,
each of which participates in the share capital to the same extent.
116
Annual financial report 2023 (translated)
Authorized capital
At the Extraordinary General Meeting on November 30, 2022, the Management Board
was authorized, with the approval of the Supervisory Board, to increase the company's
share capital by up to EUR 8,431,033 until November 30, 2027 - also in several tranches
- by issuing a total of up to 8,431,033 bearer shares with voting rights against cash and/or
non-cash contributions, whereby the issue price and the issue conditions are determined
by the Management Board with the approval of the Supervisory Board. The Management
Board is also authorized, with the approval of the Supervisory Board, to exclude
shareholders' subscription rights in whole or in part (exclusion of subscription rights) (i)
if the capital increase is made against cash contributions and the total calculated
proportion of the company's share capital attributable to the shares issued against cash
contributions excluding subscription rights does not exceed the limit of 10% (ten percent)
of the company's share capital at the time the authorization is granted, (ii) if the capital
increase is made against contributions in kind or (iii) for the settlement of fractional
amounts.
Cross-border merger
The Extraordinary General Meeting of INFORM P. LYKOS HOLDINGS S.A. ("INFORM")
and the Extraordinary General Meeting of the Company resolved on January 30, 2023,
each based on the merger agreement dated December 21, 2022, the cross-border
merger of INFORM as the transferring company into the Company as the acquiring
company. The merger takes place on the basis of the Austrian EU Merger Act in
conjunction with Sections 219 et seq. of the Austrian Stock Corporation Act (hereinafter
referred to as "AktG") and Article I of the Austrian Reorganization Tax Act as well as the
provisions of Greek Law 3777/2009, the provisions of Articles 7-21 and 30-34 of Greek
Law 4601/2019 on company transformations and the provisions of Greek Law 4548/2018
and, from the perspective of Greek tax law, the provisions of Article 54 of Greek Law
4172/2013, Article 61 of Greek Law 4438/2016 and Articles 1 to 6 of Greek Law
2578/1998.
117
Annual financial report 2023 (translated)
On March 17, 2023, the cross-border merger with retroactive effect to September 30,
2022 to incorporate "INFORM" as the transferring company into AUSTRIACARD
HOLDINGS AG as the acquiring company became legally effective and the company
assumed all assets and liabilities of INFORM, including INFORM's investments in the
operating subsidiaries, by way of universal succession and legally assumes all rights,
legal relationships, obligations and liabilities of INFORM. The main assets taken over are
the investments in INFORM LYKOS HELLAS SA (Greece), CLOUDFIN LTD (Cyprus)
and TERRANE LTD (Cyprus) as well as loan liabilities.
The merger was accounted for by continuing the carrying amounts of the acquired
assets. The resulting merger result of EUR 7,721,843.23 and the transfer of INFORM's
result for the period from October 1, 2022 to December 31, 2022 in the amount of
EUR -769,803.23 due to the reorganization are each shown in separate items in the
income statement.
In the course of the cross-border merger, the assets of the transferring company Inform
P. Lykos Holdings SA with a total value of EUR 17,730,000.00 were transferred to the
acquiring company AUSTRIACARD HOLDINGS AG as a contribution in kind and the
share capital of the acquiring company was increased by issuing 1,314,867 new bearer
shares with a nominal value of EUR 1,314,867.00 to EUR 18,176,934.00.
EUR 16,415,133.00 of the non-cash contribution was allocated to the appropriated
capital reserve. The total carrying amount of the investment in Inform P. Lykos Holdings
SA of EUR 29,384,442.40 is shown as a disposal in the fixed assets schedule as a result
of the merger.
118
Annual financial report 2023 (translated)
The exchange ratio was set at 4.571 : 1, i.e. the granting of one new share in the
acquiring company for 4.571 shares in the transferring company. The applicable
exchange ratio was determined on the basis of the relative equity values (and therefore
share values) of the transferring company and the acquiring company. The determination
of the enterprise value of INFORM and the exchange ratio are based on an expert
opinion on the enterprise value of the company, AUSTRIA CARD-Plastikkarten und
Ausweissysteme GmbH and INFORM as of August 31, 2022 and a simplified projection
of the values as of September 30, 2022 based on this and a fairness opinion on the
exchange ratio dated December 15, 2022. The valuation was carried out in accordance
with the principles of KFS/BW1 using the discounted cash flow method ("DCF") in the
form of the entity approach. In a first step, the cash flows available to providers of equity
and debt capital are discounted to the valuation date using an interest rate weighted
according to the ratio of equity and debt capital ("WACC"). The equity value is determined
from this total entity value by deducting the existing net debt on the valuation date. The
exchange ratio and the amount of the contribution in kind were confirmed by the merger
auditor and the auditor of the contribution in kind. Due to the merger described above,
comparability with the previous year is not possible.
Capital increase from company funds
On June 30, 2023, the Annual General Meeting of the company resolved to increase the
company's share capital from EUR 18,176,934.00 by EUR 18,176,934.00 to
EUR 36,353,868.00 by converting a partial amount of EUR 18,176,934.00 of the
appropriated capital reserves reported in the annual financial statements as at December
31, 2022 into share capital with the simultaneous issue of 18,176,934 new shares.
119
Annual financial report 2023 (translated)
Buyback program for own shares
Furthermore, the company's Management Board resolved on December 18, 2023 to
carry out a share buyback program on the basis of the authorization resolution pursuant
to Section 65 para. 1 no. 4 and 8 AktG of the Annual General Meeting on June 30, 2023,
published on June 30, 2023. The Supervisory Board of AUSTRIACARD HOLDINGS AG
approved the implementation of the share buyback program by resolution dated
December 18,2023. The maximum volume of the share buyback program amounts to up
to 727,077 treasury shares (corresponding to approx. 2% of the current share capital),
the buyback under the share buyback program will start on December 22, 2023 and is
expected to run until June 21, 2024 at the latest (inclusive). In accordance with the
resolution of the Annual General Meeting on June 30, 2023, the consideration to be paid
per share for the buyback may (i) not fall below the lower limit of EUR 1.00 (notional
interest in the share capital per share) and (ii) not be more than 20% above the average
share price weighted by trading volume over the last 20 days prior to the respective
purchase. The Management Board has also set an upper price limit of EUR 12.00 per
share. The maximum total equivalent value of the share buyback program is
EUR 5,816,616.00.
120
Annual financial report 2023 (translated)
3.1.5. Provisions
The provisions mainly relate to the corporation tax provision in the amount of EUR
59,217.73 (previous year: EUR 0) as well as deferred tax provisions of EUR 57,200.00,
recognized in profit or loss in the financial year 2023 at a tax rate of 22% of the branch
office on the prepaid expenses.
Other provisions mainly relate to the provision for profit-sharing amounting to
EUR 1,276,055.60 (previous year: EUR 0) and outstanding incoming invoices for
auditing and consulting expenses.
3.1.6. Liabilities
On December 18, 2023, AUSTRIACARD HOLDINGS AG signed a financing agreement
for EUR 186.6 million with a consortium of 10 European banks led by Unicredit,
comprising a revolving credit facility, loan tranches and a guarantee facility with terms of
3 to 5 years. Some of the funds raised were used to refinance existing credit facilities of
the company and various subsidiaries, while the remainder will be used for general
corporate purposes and to finance the company's growth. As at December 31, 2023, the
loans drawn down from the total volume amounted to EUR 101,091,557.66.
Liabilities to banks in the amount of EUR 0.00 (previous year: EUR 2,000k) have a
remaining term of more than 5 years.
Of the liabilities to affiliated companies amounting to EUR 2,295,458.35 (previous year:
EUR 653k), EUR 568,958.35 result from ongoing cost recharges (previous year: EUR
553k), EUR 1,726,500.00 from other liabilities (previous year: EUR 0) and no cash
advance (previous year: EUR 100k).
121
Annual financial report 2023 (translated)
The item other liabilities includes expenses in the amount of EUR 149,580.06 (previous
year: EUR 184k) that become cash effective after the balance sheet date only.
Collateral and liabilities
Collateral has been provided for liabilities to banks in the amount of EUR
101,091,557.66. The collateral in rem mainly consists of share pledge agreements for
the shares in three subsidiaries and the pledging of intercompany receivables that
AUSTRIACARD HOLDINGS AG has granted to the Group companies from this
financing.
3.1.7. Derivative financial instruments
Derivative financial instruments are recognized in the following items in the statement of
financial position:
book value
book value
Item in
31.12.2023 31.12.2022
statement of
Fair value
EUR
EUR
Financial instrument
financial position
EUR
0.00
0.00
Interest rate swap NBG
Off-balance sheet
187,381.82
0.00
0.00
Interest rate swap RBI
Off-balance sheet
-69,480.32
The interest rate swap is designed as a hedging instrument to hedge against interest
rate risks. It forms a valuation unit with the underlying bank loan with variable interest
rates based on the 6-month Euribor. The hedging period for the interest rate swap NBG
starts on December 30, 2022 and ends on December 29, 2028 and relates to the hedging
of the 6-month-Euribor which amounts 0.685% per annum, the interest rate swap RBI
starts from December 22, 2023 and ends on December 18, 2028 and relates to the
hedging of the 6-month-Euribor which amounts 2.740% per annum.
122
Annual financial report 2023 (translated)
According to AFRAC statement 15 “Accounting of derivatives and hedging instruments
under company law”, no provision for contingent losses is recognized for derivative
financial instruments that have a negative fair value on closing date and that serve to
hedge interest payments in relation to financial liability of the company as long as
opposing cash flows that affect P&L can be expected with a probability close to certainty.
Receivables for contingent gains are not recognized as well. The “Critical Term Match”
is used to determine the effectiveness of the hedging relationship.
The interest rate swap NBG designated as hedging instruments had a positive market
value of EUR 187,381.82 (prior year: EUR 327k) as of the reporting date, the interest
rate swap RBI had a negative market value of EUR 68,685.18 (prior year: EUR 0) which
were not recognised in the balance sheet.
123
Annual financial report 2023 (translated)
3.2. Notes to the income statement
3.2.1. Revenues
AUSTRIACARD HOLDINGS AG generated revenue of EUR 1,370,882.10 (prior year:
EUR 0) from the charging of management fees in the 2023 financial year.
3.2.2. Personnel expense and employees
An amount of EUR 10,732.13 (prior year: EUR 2k) was paid to the employee provision
funds.
Prior
2023
Average number of employees
year
White-collar workers
14
1
3.2.3. Other operating expenses
Other operating expenses include, in particular, the expenses from share-based
payment described in section 4.2 amounting to EUR 8.519.840,93 (previous year:
kEUR 0) for entitled management members of the subsidiaries, expenses for third-party
services amounting to EUR 1,491,128.39 (previous year: kEUR 773) and expenses for
legal advice amounting to EUR 465,419.18 (previous year: kEUR 187).
Expenses for the audit of the financial statements for the fiscal year are included in the
notes to the consolidated financial statements.
124
Annual financial report 2023 (translated)
3.2.4. Income tax
On 1 December 2015, the Company established a tax group and signed a tax allocation
agreement. Head of the tax group is AUSTRIACARD HOLDINGS AG and the only
member of the tax group is AUSTRIA CARD-Plastikkarten und Ausweissysteme
Gesellschaft m.b.H. Tax equalization within the Group is achieved through positive and
negative tax allocations amounting to 24% of the tax result.
AUSTRIACARD HOLDINGS AG has to pay a tax expense of EUR 77,761.73 for the
entire Group for the 2023 assessment year (prior year: EUR 0).
3.2.5. Merger result
From the cross-border merger, as described in section 3.1.4, the company realized a
merger gain of EUR 7,721,843.23, which results from the difference between the
acquired net assets of INFORM as of the merger date 30 September 2022 in the amount
of EUR 37,106,285.63 and the carrying amount of AUSTRIACARD HOLDINGS AG's
investment in INFORM in the amount of EUR 29,384,442.40.
125
Annual financial report 2023 (translated)
4. Other disclosures
4.1. Officers of the Company
During the financial year, the following persons were members of the Management
Board:
Mr. Nikolaos Lykos
Mr. Panagiotis Spyropoulos
Mr. Emmanouil Kontos (since July 01, 2023)
Mr. Jon Neeraas (since July 01, 2023)
Mr. Burak Bilge (since July 01, 2023)
Mr. Markus Kirchmayr (since July 01, 2023)
The remuneration of the members of the Management Board amounted to EUR
2,034,360.29 in the 2023 financial year. The participants in the management participation
program described in section 4.2 also include members of the Management Board of
AUSTRIACARD HOLDINGS AG, with Panagiotis Spyropoulos holding 22.7%, Manolis
Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr 9.4% of the options.
In 2023, the following persons were members of the Supervisory Board:
Mr. Petros Katsoulas
Chairman
Mr. John Costopoulos
vice-Chairman
Mr. Martin Wagner
member
Mr. Michael Butz
member
Mr. Anastasios Gabrielides member
There were no transactions with members of the Supervisory Board in 2023. In 2022,
one member of the Supervisory Board, who left the Supervisory Board at the end of
2022, charged EUR 19 thousand to the Group for legal advice and received EUR 26
thousand as a member of the Board of Directors of a subsidiary.
In 2023, the Supervisory Board was granted remuneration of EUR 27,095.89; no
advances or loans were granted.
126
Annual financial report 2023 (translated)
4.2. Management Participation Programs
On June 30, 2023, the management participation programs (Digital Security -
Management Participation Program = "DS Program") that had previously been in place
at the level of the companies of INFORM P. LYKOS HOLDINGS S.A. (merged into
AUSTRIACARD HOLDINGS AG in the financial year), and AUSTRIA CARD
Plastikkarten und Ausweissysteme GmbH, Vienna (ACV) existing management
participation programs (Digital Security - Management Participation Program = "DS
Program", and Information Management - Management Participation Program = "IM
Program") for members of Group senior management for the period 2022 to 2025 were
merged and consolidated at the level of AUSTRIACARD HOLDINGS AG (ACAG). As
part of this consolidated program, participants can acquire up to 8% of the company's
shares in the following year, depending on the Group's results in the 2025 financial year.
The management participation program must generally be fulfilled with the transfer of
shares in the company, but the company also has the option of fulfilling the program in
whole or in part with cash. The Executive Board assumes that the program will actually
be fulfilled with shares and that the program is therefore to be classified as an "equity-
settled" program.
The fair value of the entire participation program amounted to EUR 20m at the time of
adoption, which is to be recognized as an expense over four years depending on any
personnel fluctuation. In the past financial year, an expense of EUR 8.5m for the financial
years 2022 and 2023 for employees in subsidiaries was recognized in other operating
expenses and EUR 0.9m as personnel expenses of the Company. A related expense of
EUR 0.6m is included in the item “Reorganisation-related transfer of earnings from
previous periods”. This non-cash expense was recognized in the reserve for share-based
payment as a separate position within equity.
The following contractual conditions form the basis of the committed consolidated
management participation program.
127
Annual financial report 2023 (translated)
The total number of options to be granted is dependent on the return on invested capital
('ROIC') achieved in the 2025 financial year compared to the fair value of the Group as
at December 31, 2020. ROIC is calculated using a defined formula based on the audited
consolidated financial statements for the 2025 financial year.
Options in % of the share capital
Minimum annual net ROIC
0.0%
< 8.4%
1.6%
8.4%
3.2%
11.8%
4.8%
14.9%
6.4%
17.6%
8.0%
20.1%
Starting on January 1, 2022, the options will vest 1/48 at the end of each month until the
end of December 2025, whereby the number of options granted will not be determined
until 2026 and may also be 0. If program participants leave the program as defined 'bad
leavers' before the end of 2025, they will lose all options. If program participants leave
as 'good leavers', they will retain the options that have vested by then, but the remaining
options that have not yet vested will be cancelled without consideration.
4.3. Consolidated financial statements
The Company's consolidated financial statements are filed with the company register in
Vienna under reg.no. FN 352889f. These financial statements represent the ultimate
group financial statements.
4.4. Significant events after the reporting date
After the balance sheet date, 33,238 treasury shares were acquired by the company as
part of the share buyback program resolved on 18 December 2023, corresponding to
0.0914% of the share capital. There were no other significant events after the balance
sheet date.
128
Annual financial report 2023 (translated)
AUSTRIACARD HOLDINGS AG, Vienna
Annex 1
(translated)
to the Notes
Fixed assets schedule for the financial year 01.01.2023 - 31.12.2023
Acquisition or production costs
Accumulated amortization
Net carrying amount
As of
Addition
As of
As of
Addition
As of
Book value
Book value
Jan 1 2023
Additions
from merger
Disposal
Dec 31 2023
Jan 1 2023
Additions
from merger
Disposal
Dec 31 2023
Dec 31 2023
Dec 31 2022
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
I. Intangible assets
Software
292,621.08
0.00
0.00
0.00
292,621.08
290,777.53
921.78
0.00
0.00
291,699.31
921.77
1,843.55
II. Tangible assets
1. Land and buildings
0.00
0.00
225,195.68
0.00
225,195.68
0.00
0.00
190,195.67
0.00
190,195.67
35,000.01
0.00
2. Other equipment
12,600.29
823.72
38,491.03
823.72
51,091.32
9,676.87
22,128.76
19,301.48
823.72
50,283.39
807.93
2,923.42
12,600.29
823.72
263,686.71
823.72
276,287.00
9,676.87
22,128.76
209,497.15
823.72
240,479.06
35,807.94
2,923.42
III. Financial assets
1. Investments in affiliated companies
89,765,327.47
17,730,000.00
36,172,132.01
29,384,442.40
114,283,017.08
0.00
3,254,980.00
246,028.10
0.00
3,501,008.10
110,782,008.98
89,765,327.47
2. Other investments
34,050.00
0.00
0.00
0.00
34,050.00
0.00
0.00
0.00
0.00
0.00
34,050.00
34,050.00
89,799,377.47 17,730,000.00
36,172,132.01
29,384,442.40 114,317,067.08
0.00 3,254,980.00
246,028.10
0.00 3,501,008.10
110,816,058.98 89,799,377.47
90,104,598.84 17,730,823.72
36,435,818.72
29,385,266.12 114,885,975.16
300,454.40 3,278,030.54
455,525.25
823.72 4,033,186.47
110,852,788.69 89,804,144.44
130
Annual financial report 2023 (translated)
Management report 2023
1. Business development and financial situation
AUSTRIACARD HOLDINGS AG was established on September 29, 2010 as a holding
company. The Company is the parent company of the AUSTRIACARD Group since
2014. As such, the Company manages the Group's activities, provides management
services for group companies and supports the further development of the Group's
portfolio of digitalization solutions.
Business development
In March 2023, the corporate restructuring started in 2022 was completed with the cross-
border merger of the Company with the subsidiary INFORM P. LYKOS HOLDINGS S.A.,
Athens/Greece, ("ILG") and with the listings at the stock exchanges in Athens and
Vienna. The merger resulted in merger gain of EUR 7,721,843.23. Since the merger took
place retrospectively as of September 30, 2022, the negative result of ILG for the period
from October 1, 2022 to December 31, 2022 in the amount of EUR 768,803.23 is
presented in the separate position "Reorganisation-related transfer of earnings from
previous periods” before the net profit for the year.
As part of the merger, the minority shareholders of ILG were granted 1,314,867 new
shares and a capital increase of EUR 1,314,867 was carried out. The premium of EUR
16,415,133.00 was recognized in the appropriated Additional paid-in capital. Based on
the resolution of the Annual General Meeting on June 30, 2023, a capital increase from
company funds in the amount of EUR 18,176,934 was carried out in August 2023 with
the issue of 18,176,934 bonus shares, which doubled the number of shares in the
company to 36,353,868.
131
Annual financial report 2023 (translated)
In June 2023, the existing management participation programs for members of Group
senior management at ILG and AUSTRIA CARD GmbH, Vienna, for the period 2022 to
2025 were merged and consolidated at Company level. Under this program, participants
can acquire up to 8% of the Company's shares in the following year, depending on the
Group's earnings in financial year 2025. The management participation program is
generally intended to be fulfilled with the transfer of shares, but the program also grants
the Company the option of fulfilling the program in whole or in part with cash. The
Management Board assumes that the program will actually be fulfilled with shares and
that the program is therefore to be classified as an "equity-settled" program. The fair
value of the entire participation program amounted to EUR 20m at the time of adoption,
which is to be recognized as an expense over four years depending on any personnel
fluctuation. In the past financial year, an expense of EUR 8.5m for the financial years
2022 and 2023 for employees in subsidiaries was recognized in other operating
expenses and EUR 0.9m as personnel expenses of the Company. A related expense of
EUR 0.6m is included in the item “Reorganisation-related transfer of earnings from
previous periods”. This non-cash expense was recognized in the reserve for share-based
payment as a separate position within equity.
As part of the restructuring, a Group-wide agreement for the provision and invoicing of
management services was concluded in 2023. For this reason, the Company's revenue
increased to EUR 1,370,882.10 (previous year: EUR 0). For this purpose and for the
execution of an European research and development project, more persons were
employed in the Company, resulting in an increase in personnel expenses to EUR
3,660,845.59 (previous year: EUR 91k). Other operating expenses increased from EUR
1,745k to EUR 11,451,789.14 in the 2023 financial year, in particular due to the expenses
in connection with the management participation program described above. The
operating result therefore decreased from EUR -1,833k to EUR -13,405,756.31.
132
Annual financial report 2023 (translated)
Income from investments amounted to EUR 4,351,213.48 in 2023 (previous year: EUR
583k) and relates to dividends from subsidiaries. Other interest and similar income
mainly relate to the recharging of borrowing costs to subsidiaries in connection with the
Group refinancing in December 2023. The expenses from financial assets relate to the
value adjustment of two subsidiaries, INFORM LYKOS HELLAS SA, Athens and
INFORM Albania. Interest expenses increased from EUR 338k to EUR 1,441,863.17 in
the 2023 financial year due to the increase in Euribor and higher average financial
liabilities. The Loss before tax increased from EUR -1,589k to EUR -13,306,457.16 in
the past financial year, mainly due to expense in connection with the management
participation program.
The Net loss for 2023 amounted to EUR 6,419,317.21 (previous year: EUR 1,594k) after
considering merger-related effects.
As a result of the merger with capital increase less value adjustments on investments in
subsidiaries, financial assets increased from EUR 89,765k to EUR 110,782,008.98. Due
to the refinancing carried out in December 2023, as part of which the Company took out
syndicated loans and used these to repay existing loan liabilities within the Group by
granting loans to subsidiaries, both Bank loans and receivables from affiliated companies
increased significantly to EUR 101,091,557.66 and EUR 92,986k respectively. The total
assets increased from EUR 90,324k to EUR 206,066,661.70. The equity ratio decreased
from 87.8% to 48.4%.
Branches
In the past financial year there was a branch in Thessaloniki, Greece. In 2023, the branch
operated a research project in the field of IoT and provided services to affiliated entities,
particularly in the area of finance. At the end of the year, the branch had 14 employees
(previous year: 1) and revenue of EUR 338,408.04 (previous year: 0). Otherwise, there
were no branches.
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Performance indicators
Euro values in EUR thousands
2023
2022
2021
Financial performance indicators
Operating result
-13,406
-1,833
-619
Financial result
99
245
1,271
Equity ratio in %
48.4%
87.8%
84.5%
(Equity / Total assets)
Working capital
-3,811
-3,913
-1,386
(Current assets minus current liabilities)
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2. Research & Development
In the past financial year, the Company's branch carried out two European research
projects in the area of the Internet of Things ("IoT"). One project focused on on
developing a Wireless Detection and Decision Support System to maintain the
consumption security of vulnerable products during transportation and storage. It
addresses challenges in supply chains, particularly for perishable goods, utilizing
adaptive wireless sensors, secure APIs, and a decision support platform. The project
aims to improve the consumption security of perishable products with a focus on data
integrity.
A second project aimed to to establish a remote monitoring system for infrastructure,
focusing on proactive surveillance, cost reduction, workforce optimization, and
operational efficiency. The goal is to enhance maintenance by providing timely fault
diagnosis and preventive surveillance.
Research and development expenses amounted to EUR 713,307.00 in 2023 (previous
year: EUR 9k).
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3. Future development and risks
Future development
The Company is expected to generate higher revenue from management services in
2024 and will be able to reduce the negative operating result as a result of the reduction
in non-cash expenses from the management participation program. Despite the higher
interest expenses as a result of the Group refinancing, an improvement in the financial
result is expected due to the offsetting of interest on loans to subsidiaries and expected
dividends. Excluding the non-cash expenses from the management participation
program, the Management Board expects a positive annual result.
Significant risks and uncertainties
As the Group parent company and holding company, the Company is dependent on the
timely repayment of loans, interest and dividend payments and the settlement of trade
receivables by the Group subsidiaries in order to service existing and future obligations.
To ensure this, the Company acts as an active management holding company with the
aim of limiting risks exclusively to unavoidable risks and monitoring the effects of these
risks in order to limit the overall risk. Therefore, risk management is a fundamental part
of our planning process and the implementation of our strategy. Risk policies and internal
control and risk management were determined by management and are apparent in our
monthly reporting. Monthly results are closely analysed; adequate measures to manage
risks are determined and monitored in management meetings.
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The Management Board is responsible for the Group’s risk management, defines the risk
policy which is generally characterized by a conservative approach and sets the
framework for Group-wide risk management. Following the listing of the Group and
based on a history of effectively managing risks and opportunities, the Management
Board has implemented the following formalized risk process in order to ensure
compliance with the Austrian Corporate Governance Code. There is a focus on risk
prevention and risk reduction which are, as far as economically justifiable, achieved by
appropriate control measures and complemented by the Group’s insurance program.
Each risk area that is considered to be significant is assigned to a risk area officer with
relevant expertise who is responsible for analysing, assessing, controlling, and
monitoring the respective risks. Thus, the risk management process does not take place
in an isolated way, but as an integral part of the organization and its procedures. The
identified risks are evaluated in terms of potential damage and probability of occurrence
before as well as after taking safeguarding and steering measures.
For each risk that is identified and considered to be significant for the Group, specific
control, steering and safeguarding measures are determined, taking into account the
Group-wide risk policy, in order to manage the respective risk. These measures are
continuously evaluated and developed or amended. They are oriented towards
improving the Group’s risk position, however without restricting possible opportunities.
If any of the risks outlined in the section below materialises, this could have an adverse
effect on the business, financial condition, and result of operations of the Group:
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3.1 Risks relating to the (macro-) economic and political environment
Risks related to uncertainty in the current economic context
Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in
the current economic context, mainly due to the heightened geopolitical tensions
following Russia’s invasion of Ukraine and the conflict in Gaza, which have exacerbated
inflationary pressures, supply chain bottlenecks and volatility in commodity and financial
markets. The combined effect thereof may have an adverse effect on business and
consumer confidence and the global economy generally. An economic downturn may
impact the Group’s customers, resulting in their inability to pay amounts owed to the
Group and may affect demand for the Group’s goods and services. Additionally, the
sourcing and cost of raw materials may be negatively affected.
Inflationary pressures
The Group’s business and operations may be affected by the current inflation surge,
which started around mid 2021 after a few decades of very low inflation and was
accelerated by Russia’s invasion of Ukraine. Inflation is expected to put upward pressure
on the Group’s expenses, particularly wages, operating expenses and material costs.
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3.2 Risks relating to the Group’s industry and business
Evolving market trends and changing technologies
The market for electronic payment systems is characterized among others by: rapid
technological advancements, frequent product introductions and enhancements, local
certification requirements and product customizations, evolving industry and government
performance and security standards and regulatory requirements, introductions of
competitive products and alternative payment solutions, such as mobile payments and
processing, at the POS (point of service) and rapidly changing customer and end user
preferences or requirements. Because of these factors, the Group must continually
enhance its existing solutions and develop and market new solutions and it must
anticipate and respond timely to these industry, customer and regulatory changes in
order to remain competitive.
Additionally, while the Group expects innovative solutions developed to address the
ongoing digital transformation to comprise an important and increasing component of the
Group’s services portfolio going forward, the Group faces the risk that some industries
may not continue to aggressively pursue their “digital reinvention”. The fact that the
Group has a wide Industry reach and does not depend on one Industry i.e. Financial
Institutions gives the ability to mitigate any turbulence or slower Digital Transformation
progress.
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Sales and competition
The markets for the Group’s solutions and services are highly competitive and rapidly
evolving, and it has been and expects to continue to be subject to significant competition
from existing and new competitors and a variety of technologies. Traditionally, the Group
has competed with other large manufacturers which are considerably larger, have more
resources, are more established and benefit from greater name recognition. In certain
areas, the Group also competes with smaller companies that have been able to develop
strong local or regional customer bases. In addition, some of these competitors may use
aggressive pricing policies which may result in the Group facing significant downward
pressures on prices in certain countries and regions.
The electronic payment industry is facing recent competition emerging from non-
traditional competitors, such as Apple, PayPal and Google, which offer alternative
payment methods that generally bypass the traditional card-based interchange-based
payment processing systems on which much of the industry’s current business model is
largely based. Moreover, these non-traditional competitors have considerable financial
resources and strong networks and are highly regarded by consumers. However, EMV
cards are the pre-eminent mean of payment and is a reliable back up to new means of
payment such as electronic wallets. On the other hand there is still a big migration to
happen from cash payment to credit/debit cards which will ensure the growth projected.
Additionally, Challenger Banks where the Group has a big market penetration, as well
as traditional banks issue cards as a marketing tool and to have a physical connection
with their customers since the number of physical branches is reducing.
The Group expects to continue to experience significant competition. To mitigate that
risk, the Group aims at effectively competing with existing competitors and new market
entrants by developing and offering, in a timely manner, an attractive solutions portfolio
with technological features its customers desire.
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Procurement
The Group utilizes, as customary in this industry, a limited number of suppliers and
service providers to supply certain of the key components of the cards, the print products
and other components, used in the development and operation of the Group’s services
and products. In particular, the Group collaborates with specific suppliers for the supply
of materials based on long-term partnerships which are mainly governed by framework
contracts with an indefinite duration or a definite duration of up to 3 years based on which
materials and services are ordered according to operational requirements.
The Group relies upon these suppliers to produce and deliver products and materials on
a timely basis and at an acceptable cost. Business interruptions could affect the ability
of these suppliers to produce and deliver the ordered products and services on time. If
these suppliers and service providers were unable to continue providing their services,
the Group could encounter difficulty finding alternative suppliers. Nevertheless, for some
of the critical components used in production we have qualified alternative supplier to
mitigate this risk.
Supply chain management
If the Group inaccurately forecasts demands for its products, it could end up with either
excess or insufficient inventory to satisfy demand. This problem is exacerbated because
the Group generally receives a volume of customer orders on short notice which leaves
the Group little time to adjust inventory mix to match demand. During the transition from
an existing product to a new replacement product, the Group must accurately predict the
demand for the existing and the new product. Furthermore, introducing new products
into the Group’s current markets or existing products into new markets involves the
uncertainty of whether the market shall adopt the Group’s product in the volumes and
time frames that it anticipates or at all. Not properly managed inventory levels could lead
to increased expenses associated with writing off excessive or obsolete inventory,
maintaining significant inventory of components and thus increasing net working capital
and indirectly financing costs and decreasing liquidity, additional shipping costs to meet
immediate demand and a corresponding decline in gross margins or lost sales. As such
forward looking rolling forecast is being implemented from the Group in order to manage
in the best possible way the demand coming from its client base.
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Business interruption
The Group depends on the efficient and uninterrupted operation of numerous systems,
including its computer systems, software, servers and data centers. The services the
Group delivers are designed to securely and reliably process very complex and sensitive
digital data volumes and to manage and distribute these data at very high volumes and
processing speeds. Any failure to deliver an effective and secure service or performance
issues that result in significant processing or reporting errors or service outages could
have an adverse effect on a potentially large number of users, the Group’s business,
and, ultimately, its reputation. Events that could cause system interruptions include, but
are not limited to, fire, natural disasters, telecommunications failure, computer viruses,
unauthorized entry, terrorist acts and war. To mitigate such risks, the Group is developing
and implementing plans for disaster recovery, back-up sites and protective measures
against natural disasters and other potential causes for business interruption.
Information security and Data breach
The Group operates in an industry that makes it a target of cyber and other attacks,
including hacking attacks, on its systems as well as on its payment solutions. The
Group’s business involves the collection, transmission, storage and use of proprietary
data or personally-identifying information of its customers, business partners and
employees, as well as, in certain cases, end-users of its products or services, including
names and addresses, cardholder data, and payment history records, among other data
and information. The confidentiality and integrity of the client and consumer information
on the Group’s servers and other information systems is critical to the operation of its
business. As a result, the Group is exposed to risks of third-party security breaches,
including hacking attacks, employee error, malfeasance, or other irregularities or
compromises of its systems which could result in the loss or misappropriation of sensitive
data, corruption of business data or other disruption to the Group’s operations.
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The Group has devoted significant resources to security measures, processes and
technologies to protect and secure its networks and systems, but they cannot provide
absolute security, especially in light of rapid advances in computer capabilities and
cryptography. Key measures to mitigate these risks are among others data privacy and
data protection measures, data leakage prevention controls and the implementation of
cyber security measures including vulnerability and penetration testing.
Compliance with industry and government regulations and standards
The Group’s products and services must meet industry standards such as the Payment
Card Industry standards (PCI for Card Production and Provisioning - PCI CP&P) as well
as those imposed by payment transactions standards setting organizations such as EMV
and other associations and standard setting organizations (such as ISO). The Group’s
operational sites are certified according to the above mentioned standards.
The Group is a certified producer of Visa, Mastercard (CQM) and Diners Club
International brands and operates under permanent supervision of external auditors
appointed or accredited by the PCI Security Standards Council (PCI SSC) and other
institutions following strict standards for digital and physical security. The Company has
effective specific security policies and procedures which are audited on an annual basis
with respect to physical and logical security by PCI Card Production Security Assessors
(CPSA), card schemes and relevant ISO Standards’ accreditation bodies. All previous
audit procedures have been successfully concluded without any impact on the relevant
certifications.
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3.3 Regulatory and legal risks
Privacy and protection of personal data
In conducting its activities, the Group regularly acts as processor of personal data.
Therefore, the Group is subject to data privacy and protection laws and regulations of
various jurisdictions that apply to the collection, transmission, storage and use of
proprietary information and personally-identifying information. As data processors, the
Group companies are most often subject to more obligations in terms of data protection
than a data controller, in light of the fact that these obligations are of two categories,
respectively those provided by law as mentioned above and those arising from the
contractual relationships concluded with data controllers who have the freedom to send
specific instructions to the processor regarding data protection. The regulatory
environment surrounding information security and data privacy varies from jurisdiction to
jurisdiction and is constantly evolving and increasingly demanding.
The Group’s failure to keep apprised of and comply with privacy, data use and security
laws, standards and regulations could result in the suspension or revocation of licenses
or registrations, the limitation, suspension or termination of services and the imposition
of administrative, civil or criminal penalties including fines, or may cause existing or
potential customers to be reluctant to conduct business with the Group, damage to the
Group’s reputation and its brand, any of which could have an adverse effect on the
Group’s business, results of operations and financial condition. To mitigate this risk the
Group has implemented relevant data privacy and data protection measures.
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Compliance with laws and regulations
Compliance risks arising from possible non-conformity with standards, laws, ethical
codes of conduct, and, where applicable, voluntary commitments, such as the code of
conduct, are managed especially by means of preventive measures such as regular
systematic compliance monitoring, the four-eyes principle as well as Group-wide
guidelines and trainings. The aim is to ensure strict adherence to compliance
requirements.
3.4 Financial risks
Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between
the currencies in which sales, purchases and borrowings are denominated and the
respective functional currencies of Group companies. The functional currencies of Group
companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA).
The currencies in which the Group’s transactions are denominated are mainly Euro and
RON and to a lesser extent GBP (British Pound), USD (US Dollar), TRY (Türkiye), ALL
(Albania), PLN (Poland) and others. As the group parent company, the Company is
indirectly exposed to exchange rate risk via group subsidiaries.
Management continuously monitors the development of relevant foreign exchange rates
for current or upcoming transactions. In order to limit exposure to foreign exchange
variances the Group aims at invoicing its customers and receiving invoices from
suppliers as well as borrowing financial debt in the functional currency of the respective
group component. As most costs of the Group accrue in Euro the Group also aims at
fixing Euro sales prices for deliveries invoiced local currency. Where deemed useful, the
Group uses foreign currency derivatives to hedge future transactions, trade receivables
and liabilities.
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Interest rate risk
The Group is essentially financed using borrowings and loans with variable interest rates
which are mostly linked to the Euribor. If the Group would not use derivatives for hedging,
interest charges would – given the same level of net debt – increase if the Euribor
increases. Management continuously monitors the development of net debt and interest
rates.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations, and arises principally from
the Group’s receivables from customers.
Credit risk is managed through credit examinations, credit limits and verification routines.
If counterparty’s credit-worthiness is questionable, advance payments or Letter of
Credits are requested. The Group’s main customers are banks and utility companies with
sound credit ratings which reduces the Group’s overall credit risk. In order to further
decrease credit risk, the Group uses non-recourse factoring for certain customers.
As the Company only operates as a holding company, there are receivables risks from
Group companies and only indirect credit risks from customers of the Group.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Group’s approach to managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
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The Group manages its liquidity needs by monitoring the contractual payments for long-
term and short-term financial debt as well as the working capital requirements. Liquidity
needs are monitored on a monthly basis and based on 90 to 360 day forecasts. Net cash
requirements are compared to available borrowing limits, to identify surpluses or
deficiencies in liquidity.
The Company is exposed to a liquidity risk with regard to the scheduled repayment of
liabilities to banks, since the Company is dependent on the payment of dividends or the
provision of liquidity by the subsidiaries in this respect. In accordance with internal
financial planning, the Management Board expects the company to repay its bank
liabilities as scheduled.
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4. Internal control system with regard to the
accounting process
The Management Board is responsible for establishing and structuring an appropriate
internal control and risk management system with regard to the accounting process,
financial reporting and the preparation of the consolidated financial statements. This
ensures the completeness, reliability and traceability of financial information. In addition,
the appropriateness and efficiency of the processes and compliance with legal,
contractual and internal regulations are ensured.
The organizational and operational structure defines clear and unambiguous
responsibilities for the individual companies and the Group. The central functional areas
"Group Reporting" and "Group Controlling" are responsible for drawing up uniform,
Group guidelines and for organizing and monitoring financial reporting within the Group.
The basis of the processes for Group accounting and reporting is an accounting manual,
which is regularly updated and is based on the International Financial Reporting
Standards (IFRS). Group guidelines, work instructions and process descriptions form
another important basis of the internal control system (ICS). Key elements of the ICS are
regular compliance with the principle of dual control, the upright separation of functions
and defined control steps for monitoring and auditing the effectiveness and efficiency of
operating activities, the reliability of financial reporting and compliance with the relevant
legal requirements for the company. AUSTRICARD HOLDINGS acts in accordance with
international standards and best practices.
Business transactions are recorded using different software solutions. The individual
companies deliver monthly reporting packages to Group headquarters containing all
relevant accounting data for the statement of comprehensive income, balance sheet and
cash flow statement. This data is entered into the central consolidation system IDL
Konsis on a monthly basis. The financial information is reviewed at Group level and forms
the basis for ongoing management reporting as well as for the annual financial report
and the half-year interim report in accordance with IAS 34.
Defined consolidated Group reports consisting of the income statement, balance sheet,
equity reconciliation and cash flow statement are prepared on a monthly basis and
submitted to the Executive Board and the extended Group management. These reports
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include a comparison with the budget and the previous year. The Management Board
informs the Supervisory Board on a quarterly basis about economic developments in the
form of presentations consisting of the consolidated financial statements, segment
reporting, earnings performance with budget and previous year comparisons, forecasts
and selected key figures.
Internal Audit has been set up as a staff unit of the Management Board, with the Group
CFO being technically responsible. The annual audit plan is approved by the Audit
Committee of the Supervisory Board based on the proposal of Internal Audit and of the
Management Board. Internal Audit reports in writing on the results of the audits to the
Management Board and the Audit Committee of the Supervisory Board on a quarterly
basis.
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5. Disclosures according to section 243a para. 1 of
the Austrian Commercial Code
Composition of capital, stock categories
Please refer to Note 3.1.3 (Share capital).
Restrictions concerning the voting rights and the transfer of shares
There were no restrictions on voting rights or the transfer of shares as at the
reporting date.
Direct or indirect participation in capital of at least 10 %
As at December 31, 2023, according to the information disclosed to the company,
the following persons held interests of at least 10 percent in the company's capital
Mr. Nikolaos Lykos, Chairman of the Company's Management Board
Owners of shares with special control rights and a description of these rights
There are no shares with special control rights.
Type of voting rights control for capital participation by employees, if they do not
directly exercise the right to vote
There is no such capital participation model for employees.
Provisions for appointment and revocation of members of the Management Board
and the Supervisory Board and regarding alteration of the Articles of Association
of the Company that do not arise directly from the Act
There are no provisions of this type.
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Authorization of the members of the Management Board that does not arise
directly from the Act, in particular with regard to the option of issuing or
repurchasing shares
Please refer to Note 3.1.4 (Authorized capital, buy-back program for treasury
shares).
All significant agreements to which the Company is a party and that take effect are
modified or terminated in the event of a change of control of the Company as a
result of a takeover offer as well as its effects; agreements which would
significantly damage the Company if made public are excepted, unless the
Company is obligated to make such information public as a result of other
statutory provisions
There is a standard market "change of control" clause, which may lead to the
termination of the agreement, with regard to the company's syndicated financing
facility totalling € 186.6 million.
Existence and significant content of compensation agreements between the
Company and the members of its Management and Supervisory Boards or
employees in the event of a public takeover offer
There are no agreements of this type.
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6. Personnel
The expertise and dedication of our employees in all segments have made a significant
contribution to the success of AUSTRIACARD HOLDINGS. Operating growth was
achieved despite difficult market conditions and related challenges as a result of the
support of each individual employee.
The COVID-19 pandemic in Europe has reminded us that health is the most important
thing and cannot be taken for granted. As a Group, we are committed to protect the
health of our employees even after the end of the pandemic. For this reason, various
measures have been taken to promote both physical and mental health.
Our employees’ knowledge, capacity for innovation and high motivation are
preconditions for the further internationalization and success of AUSTRIACARD
HOLDINGS Group. Therefore, the Group aims to promote team spirit and motivation
through initiatives such as the AUSTRIACARD Academy which is aimed at continued
internal education and at improving internal cooperation.
As it is key that all employees understand and are aligned with the Group’s objectives
and work effectively together to reach these goals, a part of the annual remuneration of
employees in management positions consists of variable performance components
which are tied to meeting Group targets (Revenues, adjusted EBITDA and adjusted Profit
before tax targets) and personal goals depending on the field of responsibility which are
agreed on an annual basis.
In total, the Group’s headcount has increased from 1,591 as of 31/12/2022 to 2,739 as
of 31/12/2023 mainly as of the addition of the Pink Post postal and courier services
business in Romania. As for AUSTRIACARD HOLDINGS AG, the headcount increased
from 1 as of 31/12/2022 to 14 as of 31/12/2023.
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7. Environmental management
AUSTRIACARD HOLDINGS prevents any pollution caused during production as far as
possible by means of an effective environmental management system. This
management system is based on statutory provisions and requirements. Therefore we
• Comply with environmental protection laws and regulations in all Countries of
operations
• Take into consideration regular environmental impact assessment
• Apply appropriate practices to systemically identify and review our environmental
impact, to improve our environmental performance
• Conduct regular management review meetings to examine environmental issues and
assess our environmental performance
Additionally, our operating entities AUSTRIACARD GmbH, TAG Systems SAU, TAG
Systems Smart Solutions SLU and TAG SYSTEMS UK Limited, INFORM LYKOS
(HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply with ISO
14001:2015 (Environmental management systems). AUSTRIACARD GmbH also
complies with EMAS (Eco Management and Audit Scheme) and INFORM LYKOS
(HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS UK Limited comply
with FSC (Forest Stewardship Council). The managers of the respective production and
business premises are responsible for complying with these provisions. Furthermore,
there are clear regulations governing the responsibilities for environmental protection
issues in all countries where the Group operates.
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AUDITOR’S REPORT
Report on the Financial
Statements
Audit Opinion
We have audited the financial statements of
AUSTRIACARD HOLDINGS AG, Vienna,
These financial statements comprise the balance sheet as of December 31, 2023, the income
statement for the fiscal year then ended and the notes.
Based on our audit the accompanying financial statements were prepared in accordance with
the legal regulations and present fairly, in all material respects, the assets and the financial
position of the Company as of December 31, 2023 and its financial performance for the year
then ended in accordance with Austrian Generally Accepted Accounting.
Basis for Opinion
We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following
"EU regulation") and in accordance with Austrian Standards on Auditing. Those standards
require that we comply with International Standards on Auditing (ISA). Our responsibilities
under those regulations and standards are further described in the "Auditor’s Responsibilities
for the Audit of the Financial Statements" section of our report. We are independent of the
Company in accordance with the Austrian General Accepted Accounting Principles and
professional requirements and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained until the date
of this auditor’s report is sufficient and appropriate to provide a basis for our opinion by this
date.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the fiscal year. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
We considered the following matters as key audit matters for our audit:
1. Recoverability of the investments in affiliated companies
2. Valuation of the reserve for share-based payments
3. Cross-border merger
Key Audit Matter
How our audit addressed the key audit matter
Recoverability of the investments in affiliated
We critically questioned and examined
companies
management’s assessment of the recoverability of
the book value of the investments in affiliated
The book value of the investments in affiliated
companies. Our audit procedures included, among
companies amounts to EUR 110.8 million as
others, the following:
of December 31, 2023 after an impairment
Understand and evaluate management’s
loss of EUR 3.3 million recorded in 2023.
assessment of the existence of impairment
The assessment of the recoverability of investments
indicators;
in affiliated companies requires judgement, in
Check the plausibility of the assumptions made
determining whether there is an
within the valuation;
impairment need and the amount of such
Involve our internal valuation specialist in
an impairment.
assessing the valuation considerations;
The main risk relates to management’s estimates of
Check the mathematical accuracy of the
the parameters used in the valuation.
valuation model;
Assess the adequacy of the disclosures in
The disclosures related to the investments in
the financial statements.
affiliated companies are included in the notes
disclosures related to the accounting principles in
Notes 2.4. Financial assets, 3.1.1. Financial assets and
in the Fixed asset schedule.
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Key Audit Matter
How our audit addressed the key audit matter
We assessed management’s valuation and
Valuation of the reserve for share-based payments
accounting of the reserve for share-based
The book value of the reserve for shared-based
payments. Our audit procedures included, among
payments amounts to EUR 10.0 million as of
others, the following:
December 31, 2023.
Read the management participation programs to
The valuation of the reserve for management
gain an understanding of the
participation programs requires judgement and
significant terms and conditions and to
estimations made by management.
confirm whether the correct accounting
treatment has been applied;
The main risk refers to management’s assessment of
Plausibility check of the planning assumptions
the parameters included in the valuation as well as to
with regard to management goals’ achievement
the accounting treatment.
up to the exercise point of
The disclosures related to the management
the program;
participation programs are included in
Involve our internal valuation specialists
Notes 3.2.3. Other operating expenses and
to evaluate the underlying valuation model and
4.2. Management Participation Programs.
parameters;
Check the mathematical accuracy of the
valuation model;
Assess the adequacy of the disclosures in the
financial statements.
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Key Audit Matter
How our audit addressed the key audit matter
Our audit work focused on management’s
Cross-border merger
accounting for the cross-border merger. Our audit
In the course of the cross-border merger,
procedures included, among others, the following:
the assets of the transferring company
Inspection and assessment of the relevant
Inform P. Lykos Holdings SA with a total value of EUR
underlying documents especially the joint merger
17.7 million were transferred to the acquiring
plan, the minutes of the general meeting, the
company AUSTRIACARD HOLDINGS AG as a
merger report of the management, the
contribution in kind and the share capital of the
examination report of the super-visory board, the
acquiring company was increased by issuing 1,314,867
audit report on the merger and the contribution-
new bearer shares with a nominal value of EUR 1.3
in-kind as well as the opinion on the financial
million to EUR 18.2 million. EUR 16.4 million of the
fairness of the share exchange ratio;
non-cash contribution was allocated to the
Assessment of the correct accounting
appropriated capital
treatment based on the merger plan;
reserve. The merger became effective on
Assessment of whether the assets of the
March 17, 2023 upon registration in the
absorbed entity were correctly transferred from
commercial register.
an accounting point of view on the
The merger result of EUR 7.7 million and the transfer
merger date and the resulted merger gain was
of Inform P. Lykos Holdings SA 's result for the period
correctly determined;
from October 1, 2022 to December 31, 2022 in the
Assess the adequacy of the disclosures in the
amount of EUR -0.8 million due to the reorganization
financial statements.
are each shown in
separate items in the income statement.
The main risk of the cross-border merger relates to
the complexity of the reorganization steps. The
transaction has a variety of effects on the
financial statements and the associated amounts are
material.
The disclosures related to the cross-border
merger are included in Notes 3.1.4. Shareholder’s
equity and 3.2.5. Merger result.
Reference to other matters
The financial statements of AUSTRIACARD HOLDINGS AG, Vienna, for the year ended
December 31, 2022 were audited by another auditor who expressed an unmodified opinion
on those statements on March 20, 2023.
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Other Information
Management is responsible for the other information. The other information comprises the
information included in the annual financial report but does not include the financial
statements, the management report and the auditor’s report thereon. The annual financial
report is estimated to be provided to us after the date of the auditor's report.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, to consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
Responsibilities of Management and of the Audit Committee for the Financial Statements
Management is responsible for the preparation of the financial statements in accordance with
Austrian Generally Accepted Accounting Principles, for them to present a true and fair view of
the assets, the financial position and the financial performance of the Company and for such
internal controls as management determines are necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Company's financial reporting process.
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Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with the EU regulation and in
accordance with Austrian Standards on Auditing, which require the application of ISA, always
detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with the EU regulation and in accordance with Austrian
Standards on Auditing, which require the application of ISA, we exercise professional
judgment and maintain professional scepticism throughout the audit.
We also:
identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
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conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
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Report on Other Legal and Regulatory Requirements
Comments on the Management Report
Pursuant to Austrian Generally Accepted Accounting Principles, the management report is to
be audited as to whether it is consistent with the financial statements and as to whether the
management report was prepared in accordance with the applicable legal regulations.
Management is responsible for the preparation of the management report in accordance with
Austrian Generally Accepted Accounting Principles.
We conducted our audit in accordance with Austrian Standards on Auditing for the audit of
the management report.
Opinion
In our opinion, the management report for the Company was prepared in accordance with the
valid legal requirements, comprising the details in accordance with section 243a UGB
(Austrian Company Code), and is consistent with the financial statements.
Statement
Based on the findings during the audit of the financial statements and due to the thus
obtained understanding concerning the Company and its circumstances no material
misstatements in the management report came to our attention.
Additional information in accordance with Article 10 EU regulation
We were elected as auditor by the ordinary general meeting at June 30, 2023. We were
appointed by the Supervisory Board on September 22, 2023. We are auditors without cease
since 2023.
We confirm that the audit opinion in the Section "Report on the financial statements" is
consistent with the additional report to the audit committee referred to in Article 11 of the EU
regulation.
We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were
provided by us and that we remained independent of the audited company in conducting the
audit.
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Responsible Austrian Certified Public Accountant
The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.
Vienna, March 19, 2024
Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Marion Raninger mp
Mag. Erich Lehner mp
Wirtschaftsprüferin / Certified Public Accountant
Wirtschaftsprüfer/ Certified Public Accountant
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