Titan N.V. is a public company incorporated and domiciled in the Netherlands with its registered address at De Corridor 5d, Breukelen (Dutch Chamber of Commerce number: 34072305 0000, LEI code: 724500IS1M4H9S4SDD39). Titan is listed on the NYSE EuroNext in Amsterdam (EAM: TITAN).
Titan N.V is a company without active business activities and without staff since September 13, 2023. On this date Titan N.V., previously called TIE Kinetix N.V., sold and transferred all of its activities and operations to SPS International Inc., a wholly owned subsidiary of SPS Commerce, Inc. On the same date, the Company was renamed to Titan N.V. Prior to this transaction, the Company was active in the development, sale and distribution of software and services for 100% supply chain digitalization around the world through a network of subsidiaries and resellers.
For further details on the transaction, reference is made to the note .
In these consolidated financial statements, the names \u201cTitan\u201d, \u201cthe Company\u201d or \u201cthe Group\u201d will be used to refer to Titan N.V. and its various former subsidiaries.
The consolidated financial statements for the year ended September 30, 2023, were authorized for issuing through a resolution of the Executive Board dated December 22, 2023. The Annual General Meeting of Shareholders, to be held on March 29, 2024, in the Netherlands will be requested to adopt the consolidated financial statements.
The consolidated financial statements are presented in Euros, and all values are rounded to the nearest thousand (\u20ac x 1,000), unless stated otherwise.
As at September 30, 2023, the Executive Board of Titan N.V. has no plans in place for any activities or operations for 2024 and beyond. The Company has secured sufficient liquidity to meet its near-term requirements, so that the ability to continue under the going concern assumption remains.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and Title 9 of Book 2 of the Dutch Civil Code (DCC).
The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated.
The Company has adopted the following amendments with a date of initial application of 1 October 2022:
\u00bb Amendments to IFRS 3 Business combinations: Reference to the Conceptual Framework for Financial Reporting;
\u00bb Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use;
\u00bb Amendments to IAS 37 Onerous Contracts: Cost of Fulfilling a Contract.
The Company has determined that these amendments had no current impact on the consolidated financial statements of the Company, but nonetheless may impact future periods.
The standards, amendments and interpretations that are issued, but not yet effective up to the date of issuance of the consolidated financial statements are disclosed below, insofar that they are reasonably expected to be relevant to the Company. The Company intends to adopt these, if applicable, when they become effective and have been endorsed by the European Union.
These amendments are not expected to have a material impact on the financial statements of the Company, though the amendments to IAS 1 related to disclosure of accounting policies \u2013 which require an entity to disclose its material accounting policies rather than its significant accounting policies \u2013 may lead to a different number of accounting policies disclosed in the Company\u2019s financial statements when adopted.
The preparation of the consolidated financial statements involves making judgments, estimates and assumptions with respect to the recognition and measurement of assets, liabilities, income and expenses. The actual outcome may differ from these estimates and assumptions, due to changes in facts and circumstances.
Estimates and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable, and are continuously evaluated.
As at 30 September 2023, no significant estimates remain since the Company has divested all of its business operations.
As at 30 September 2022,\u00a0 the major sources of estimation uncertainty, where a change in the underlying assumptions may have had material impact on the income statement of a subsequent period, were the following:
When testing for impairment, a value-in-use model is applied to determine net present values of future cash flows for CGU\u2019s in order to compare with the fixed assets\u2019 carrying values of the CGU. This encompasses management exercising judgment and making certain assumptions. The assumptions applied to which the value-in-use of fixed assets including goodwill is most sensitive are disclosed in the note Intangible fixed assets, starting on page 68.
The Company recognizes deferred tax assets arising from tax losses carried forward and deductible temporary differences, to the extent that it is probable that sufficient future taxable profits will be available against which the deductible temporary differences and tax losses carried forward can be utilized. Assessing the probability of future taxable profits involves significant estimation uncertainty as it requires forecasting taxable income and deductible expenses, while taking into account the horizon to utilize tax losses carried forward. Per 30 September 2022, management has re-assessed the probability of future taxable income and as a consequence, additional deferred tax assets for tax losses carried forward have been recognized, refer to the note Deferred taxes, starting on page 71.
As at 30 September 2023, since the divestment of all of the Company's business operations, no significant judgments remain in the application of the accounting policies.
For the period 1 October 2022 until 13 September 2023, when the Company sold all of its business operations, as well as the comparative year presented, the significant judgments exercised in the application of accounting policies are listed below. These impacted the result from discontinued operations.
Product development costs are eligible for capitalization only when a projected outcome is determined technically feasible and deemed probable that future economic benefits will flow from the released product. Also, these economic benefits must be expected to exceed capitalized development cost. In determining both technical and economic feasibility of a project, management exercises judgment with respect to the current economic and technical environment, as well as expected developments therein. This not only involves assessing the potential market for the product under development, but also estimating potential sales volumes. The amount of capitalized development costs is disclosed in the note Intangible fixed assets, starting on page 68.
SaaS revenue is to be recognized over time (as a right to access the FLOW portal exists during the contract period) commencing on the go-live date, being the date at which a customer is granted access. This revenue recognition pattern coincides with the consumption of the
subscription to the FLOW portal. In practice, however, the Company starts recognizing revenues as from the initial invoice date for the SaaS subscription. Management has judged that this date generally approximates the go-live date. As such, any difference in revenue recognition that is be attributable to the time between the initial invoice date and the go-live date is considered immaterial.
When a new customer signs a contract for the FLOW platform, the Company incurs expenses related to the set-up of the customer. In accordance with the accounting policy, such costs to fulfill the contract are capitalized under the contract cost assets and amortized over the expected customer life. Due to a lack of historical information or other means of reliably determining the expected customer life, the Company currently assumes that contract life equals customer life. It may be that the customer life exceeds the contract term, which, if this were known at the time of entering into the contract, would have led to a different amortization pattern, namely over a longer term.
When a new customer signs a contract for the FLOW platform, a setup is performed for which the customer is generally charged a setup fee. As part of the setup or subsequently, our consultants may also perform other work for the respective customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations. Insofar they add to the functionality of the customer\u2019s FLOW portal, the control over the service is transferred over time as the customer obtains benefit from the service throughout the course of his FLOW subscription. For the purpose of recognizing revenues from these services, the contract life is assumed to be three years. It may be that the actual (remaining) contract life of a FLOW customer is shorter or longer, which would have led to revenue recognition for the service over a different term. Management has judged that on average, however, this leads to an appropriate recognition pattern.
The principal accounting policies applied in the preparation of these consolidated financial statements are detailed below and have been prepared on a historical cost basis, unless stated otherwise. These policies have been consistently applied to all the presented years, unless stated otherwise.
The consolidated financial statements include the financial information of Titan N.V. and its former subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure or rights to variable returns from the investee, and the ability of the Company to use its power to affect those variable returns. The assessment of control is based on the substance of the relationship between the Company and the entity and, among other things, considers existing and potential voting rights that are presently exercisable and convertible.
Subsidiaries are consolidated from the date on which the Company obtains control. They will continue to be consolidated until the date that such control ceases. All intercompany balances, transactions, and income and expenses resulting from intercompany transactions are eliminated in full. As at 30 September 2023, the Company no longer has any subsidiaries.
A discontinued operation is a component of the Group\u2019s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations.\u00a0
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.\u00a0
When an operation is classified as a discontinued operation, the income and expenses related to the discontinued operation are presented in the statement of comprehensive income\u00a0on a single line separately from the results of continuing operations. Comparative figures are re-presented as if the operation had been discontinued from the start of the comparative year.
Certain foreign operations have a functional currency other than the Euro depending on the primary environment in which they operate. For consolidation purposes, foreign operations with a foreign functional currency are translated into Euro, the functional currency of Titan N.V. and the designated presentation currency of these consolidated financial statements.
Assets and liabilities of such foreign operations are translated using the closing rate at the balance sheet date. Income and expenses are translated using average exchange rates or the actual rate at the date of the transaction, if more appropriate. All resulting exchange rate differences are recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. In the event of a disposal of a foreign operation, the relevant part of the foreign currency translation reserve pertaining to the respective foreign operation that is sold will be released from equity and included in the realized gain or loss on the sale.\u00a0
Per the balance sheet date, monetary assets and liabilities are translated against the closing exchange rate. Resulting exchange rate differences on monetary items are recognized in profit or loss. Non-monetary items are translated by using the exchange rate at the date of the transaction.
In consolidation, exchange differences resulting from the translation of an intercompany monetary item, which forms part of the net investment in a consolidated foreign operation, is recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
The customer base of acquired businesses is identified as a separate intangible asset upon acquisition, and is initially carried at cost, being its fair value at the acquisition date. Subsequently it is carried at cost less accumulated amortization and impairment. It is amortized over its useful life in a straight-line manner. This is re-assessed annually and adjusted when circumstances give rise to such action.\u00a0
Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
Software purchased from third parties, as well as any related development and implementation costs, are recognized at cost and are amortized based upon a straight-line method over their estimated useful life. The useful life of these assets is reassessed annually and adjusted when circumstances give rise to such action.
Where the Company is party to a SaaS-arrangement as a customer, the costs incurred under such an arrangement (including fees for the use of software and any implementation fees) are not capitalized where the Company does not have control over the software and the arrangement does not contain a lease. These costs are expensed as incurred.
Tangible fixed assets (which include hardware and leasehold improvements) are initially recognized at cost less accumulated depreciation and impairments. Costs include expenses directly attributable to the acquisition of the asset and the expense of replacing a part of the tangible fixed asset when that cost is incurred, and the recognition criteria are met. Each component of an item of tangible fixed assets with an initial carrying value (cost) that is significant in relation to the total cost of the item is separately identified and depreciated over its useful life. Subsequently, tangible fixed assets are depreciated on a straight-line basis over their estimated useful life to their estimated residual value (generally nil).
Useful life estimates are based on management\u2019s best estimate of the amount of time over which economic benefits from these assets will flow to the Company. For leasehold improvements, this period has been limited to the lease term of the respective office buildings, taking into account anticipated extensions of leases. Residual values are reviewed annually and are adjusted when appropriate.
The carrying amount of an asset is derecognized in the event that no future economic benefit is expected to arise from its use or when it is disposed of. Gains and/ or losses on derecognition are the differences between the net disposal proceeds and the carrying value of the asset. Gains and/or losses on derecognition are accounted for in profit or loss.
Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-current non-financial assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To this extent, an assessment is performed at the balance sheet date to establish whether such indicators exist.
An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Impairment losses for cash generating units are first charged against the goodwill balances allocated to that cash generating unit. Any remaining impairments are allocated to the other fixed assets of the cash generating unit.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the balance sheet date.
The income tax expense or credit for the period is the tax payable on the current period\u2019s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses carried forward.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.\u00a0
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill unless that goodwill is deductible in determining taxable result. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Regular way purchases and sales of financial assets are initially recognized when they are originated, being the trade date i.e., the date when the Company becomes a party to the contractual provisions of the instrument.
A financial asset is initially measured at fair value plus, for an item not measured subsequently at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Subsequent to initial recognition, a financial asset that is a debt instrument is classified in one of the following three measurement categories:
Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.\u00a0
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
Cash and cash equivalents are valued at face value and include cash in hand, deposits, and other short-term highly liquid investments with original maturities of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, excluding bank overdrafts.\u00a0
Financial instruments issued by the Company to the extent that they indicate a residual interest in the assets of the Company, including ordinary shares, are classified as equity. All proceeds from the issue of equity instruments, or considerations paid for the purchase of equity instruments, are recognized in equity. Incremental external costs that are directly attributable to the issuing of Titan\u00a0equity instruments are also recognized in equity, net of tax.
Dividends and other distributions to holders of equity instruments are recognized in equity, net of withholding tax. A liability for dividends payable is not recognized until the dividends have been declared and approved by the General Meeting of Shareholders.\u00a0
The Company has issued warrants other than as consideration for goods or services received. Under the terms of the respective contracts, such warrants are derivative financial instruments that will be settled by the Company in own equity instruments. Upon exercise, a fixed amount of ordinary shares is exchanged for a fixed amount of cash. Therefore, such warrants are classified as equity instruments. Consideration received for such warrants upon issue is accounted for in equity. Cash received upon exercise is accounted for in equity as well.\u00a0
Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
The Company recognizes a provision in cases where the Company has a present legal or constructive obligation resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are
measured at management\u2019s best estimate of the future outflow required to settle the obligation. Where the time value of money is material, it is measured at the present value of such future outflow, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The change in the time value of future outflows is recognized under Interest and Other Financial Expense in the statement of comprehensive income.\u00a0
To the extent that future events are likely to occur and are expected to have an effect on the amount required to settle a recognized liability, these future events are taken into consideration in determining the appropriate provision level. Provisions are reviewed at each balance sheet date and will be adjusted to reflect the current best estimate.\u00a0
The Company recognizes revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company recognizes revenue upon the satisfaction of performance obligations, which occurs when control of the good or service transfers to the customer. Control can transfer at a point in time or over time.
Up until the divestment of the Company's business on 13 September 2023, the Company had four revenue streams, namely:
Such revenues are included in the result from discontinued operations in the statement of comprehensive income.
We have described the revenue recognition for each of the revenue streams below using the 5-step model of IFRS 15 'Revenue from Contracts with Customers'.\u00a0
For each service and thus for each revenue stream the Company enters into a contract with a customer which outlines the parties\u2019 rights and obligations, the consideration and our general terms and conditions. Our general conditions include a net 30-day payment term from invoice date and do not contain warranties or return obligations. SaaS and maintenance fees are typically invoiced upfront. As the period over which the invoicing up front takes place generally does not exceed a year, the Company applies the practical expedient of IFRS 15 with respect to the existence of a significant financing component, which is then not deemed to exist.
The service under a SaaS contract is the ongoing effort of the Company to provide connectivity of the FLOW portal to the customer and its trading partners in order to allow the exchange of data between the customer and each trading partner. When setting up the service, the FLOW portal is typically connected to other data networks. The FLOW portal is owned and controlled by the Company and not transferred to the customer.\u00a0
Through the SaaS, the customer connects with the FLOW portal, either using his own VAN (Value Added Network) or through a closed network or through a VAN network controlled by the Company.\u00a0Once the customer is connected/set up, the customer benefits directly from the service and will continue to benefit from the service until contract end.
Our contracts may include non-refundable upfront fees for setting the customer up. During the set-up the FLOW platform is prepared for use by the customer. Usually, the setup phase for a customer project involves a consultant or a group of consultants in order to define, configure, implement test and deploy the customer\u2019s contracted features before putting them in production in the (SaaS) environment. Usual work performed includes connecting FLOW to the customer's ERP-system, mappings, business processes setup, workflow configuration, notifications setup, portal setup, business rules configuration, communication setup, building landing pages, etc.
These services are not transferred to the customer separate from the SaaS performance. Since no good or service is transferred to the customer separately, the set-up is not considered to be a performance obligation. Rather, the setup fee is included in the revenue that is allocated to the SaaS performance obligation.
As part of the setup or subsequently, our consultants may also perform other work for a FLOW customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations since they are distinct from the FLOW portal. This is because the customer is able to benefit from the
service together with their FLOW portal (that is readily available to the customer), and the service is separately identifiable.
SaaS contracts include a component for a bundle of messages which the client can process via the FLOW portal, plus an option for additional messages sent beyond the contracted volumes (\u201coverage\u201d). As any unused capacity under the contracted bundle cannot be carried forward to a subsequent period, this is not distinct and as such not identified as a separate performance obligation.
The Company provides, predominantly connected to license revenue, post-contract maintenance and support services. Maintenance services are tasks performed periodically in order to maintain, improve and secure the level of services and/or security. These services are considered to be distinct from the license.\u00a0
The Company provides consultancy services which comprise of various kinds of consulting, including software customization work, or on how to increase revenue by using cloud automation, through A/B testing and personalization, with enterprise search and by using big data / machine learning. These consultancy services are sold in hours or bundles of hours. The performance obligation of the Company is to provide the customer with these consultancy hours.
The Company licenses certain products to its customers and are typically installed on the customer\u2019s server which is the Company\u2019s performance obligation. Licensed products represent a right to use the software to which the Company has the intellectual property rights. The life of the license is in principle indefinite and no updates are necessary for the proper operation of the licensed software. As such, the installed licensed software is the Company\u2019s performance obligation.
Transaction price is stipulated in the contract and typically has a fixed component (SaaS fees, if applicable a non-refundable set-up fee, plus a contractual bundle of messages component), and a variable component for additional messages sent beyond the contracted volumes. There are no volume discounts given when message levels exceed contracted volumes.
The fixed component of the transaction price is allocated to the SaaS performance obligation. The variable component of the transaction price represents a usage-based royalty that is also allocated to the SaaS performance obligation.
Contract durations are between 1 to 5 years (on average 3 years) with payment for use of the FLOW portal (including data networks) occurring always upfront for the entire contract period or part of the contract period.
The transaction prices of the revenue streams are based on internal price lists and agreed with the customer in a contract. The prices are separately included in the contract and are the standalone selling prices. The transaction price is allocated to the single performance obligations which are described above.\u00a0
Software as a Service revenue (that is, the fixed component of the total consideration) is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Revenue from consultancy services supportive of SaaS are classified as SaaS revenues and recognized over the course of the SaaS contract period. Reference is also made to the Significant accounting estimates and judgments, starting on page 52. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Overage revenues are recognized in the period in which the usage occurs, and the SaaS performance obligation has been partially satisfied for the respective period.
Maintenance and Support revenue is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide maintenance and support on an as-needed basis.
Consultancy revenue is recognized over time as control over the services is transferred as the customer utilizes the contracted consultancy hours. Progress is measured on the input method (hours utilization), as the ratio of hours utilized to total hours most faithfully represents the Company's performance under its promise to provide consultancy services.
License revenue is recognized at a point in time because the customer has the indefinite right to use the (software) license when control is transferred.
A contract asset represents the right to consideration in exchange for goods or services transferred to the customer. If the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.\u00a0
A contract asset becomes a receivable when the Company\u2019s right to consideration is unconditional, which is the case when only the passage of time is required before payment of the consideration is due.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company satisfies the performance obligation. The contract liability recognized by the Company relates to the Company\u2019s obligation to fulfil the contract.
Capitalized costs incurred to fulfill customer contracts consist of direct costs for set-up of the FLOW platform (as well as other consultancy projects supportive of SaaS) for customers under SaaS-contracts, as far as these costs are not in scope of other standards than IFRS 15 and as far as they are expected to be recovered. These costs are amortized after completion of the set-up on a straight-line basis over the average expected customer life (refer to Significant accounting estimates and judgments, starting on page 52). Amortization of capitalized costs to fulfill contracts is included in the Cost of Sales in the statement of comprehensive income.
Grants from a government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Where governments grants become receivable as compensation for expenses or losses already incurred, they are recognized in profit or loss in the period in which they become receivable.
Short term employee benefits entail salaries payable over past service, short-term compensated absences that are expected to occur within twelve months after the end of the period in which the employee renders the related service, profit sharing, or bonus arrangements. A liability is set up to the extent that amounts are due based on rendered services. Short term employee benefits expenses are presented in the statement of comprehensive income net of government grants received in relation to the Company\u2019s employee benefit costs.\u00a0
Termination benefits are the result of the Company\u2019s decision to terminate an employee\u2019s employment before normal retirement date. Termination benefits are expensed immediately when the Company is demonstrably committed to terminate employment prior to normal retirement date. The termination benefits include all termination of employment related expenses.\u00a0
The Company operates with insured defined contribution pension plans in the Netherlands and France. Under the terms and conditions of this plan, the Company has no obligation towards the employees covered under the plan, other than to pay a fixed contribution. The contributions payable are recognized as an expense in income. To the extent that the paid amount exceeds the amount due for services rendered, an asset is recognized. Plan contributions payable to a third-party insurer are recognized as a liability.\u00a0
The Company has a defined benefit arrangement in place for a single employee in Germany. This plan is unfunded and only a defined benefit obligation is recognized for it. In addition, the Company also has a defined benefit arrangement in place for employees in France. This plan is also unfunded and only a defined benefit obligation is recognized for it.\u00a0 As this plan is immaterial, no further details are provided in these consolidated financial statements.\u00a0
In the US, the Company staff participated in a corporate 401(k) savings plan with discretionary contributions. These discretionary payments are recognized in profit or loss if and when they are paid into the plan.
In 2016 the Company has implemented a Performance Share Plan. Under this Plan, certain members of the Company's Management Team may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). In the past, stock options were also granted under a Stock Option Plan to Company\u00a0staff that entitles staff members to receive equity instruments it has issued. These grants of shares and of stock options are classified as equity settled share-based payment plans.
Granted shares vest immediately at the grant date in absence of a service condition. Stock options granted had a vesting period of three years. The expense resulting from these grants is based on the fair value of the instruments at grant date. The corresponding expense is recognized in profit or loss, with the offsetting entry in equity over the term in which the services are rendered, i.e., the vesting period where this applies. The expense reflects management\u2019s best estimate of the number of instruments expected to vest, where applicable. Any consideration received, net of any directly attributable transaction costs, is accounted for in equity upon issue of shares or exercise of the options. When the non-vesting condition under the Performance Share Plan is not satisfied, or when a stock option is cancelled, the grant is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the grant is recognized immediately. However, if a new stock option is awarded in substitution of the cancelled stock option, the substitution is treated as if it is a modification of the original. An additional expense is recognized to the extent the modification results in an increased fair value of the modified stock options, compared to the original ones.\u00a0
The Company leased various offices and vehicles to support its operations. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The Company recognizes a right-of-use asset representing its right to use the underlying leased asset, and a lease liability representing its obligation to make lease payments.
Lease liabilities are initially measured at the present value of lease payments not yet paid at commencement date, less any lease incentives receivable. Such lease payments include fixed payments but may also include lease payments to be made under extension options to the extent that it is reasonably certain that the Company will exercise such an option. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the incremental borrowing rate is used. This is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset\u00a0in a similar economic environment.
Lease payments are allocated between principal and finance cost. After initial recognition, the lease liability is increased by the finance cost, which is recognized in profit or loss as part of Interest and Other Financial Expense, and decreased by principal payments made. The lease liability is remeasured when there is a change in future lease payments or based on changes in the assessment of execution of certain extension or termination options in the contracts. The Company applies judgement to determine the lease term for lease contracts that contain renewal options.
Right-of-use assets are initially measured at cost, which comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs. The right-of-use asset is subsequently carried at cost less accumulated depreciation and impairment losses. It is depreciated over the shorter of the asset\u2019s useful life and the lease term on a straight-line basis. The right-of-use asset is adjusted for certain re-measurements of the lease liabilities.
The Company recognizes lease payments associated with short term leases (lease term <1 year) as well as low value leases (value of the leased asset < \u20ac 5k) as an expense on a straight-line basis over the lease term.
Basic earnings per share are calculated by dividing net income attributable to equity holders of the Company by the weighted average number of outstanding shares. Diluted earnings per share take into effect the dilutive effect of outstanding warrants upon exercise. The dilutive effect of these instruments equals the number of shares issuable under the terms and conditions of these arrangements for no consideration. Warrants are considered non-dilutive when the exercise price is in excess of the average market price of the shares of the Company during the period.
Expenses are presented in the consolidated statement of comprehensive income according to their function. Management has defined the functions of expenses as follows:
The cash flows from operating activities in the statement of cash flows are presented in accordance with the indirect method. Under this method, the income before tax is adjusted for items in the profit and loss account that do not influence receipts and expenditures during the year, movements in balance sheet items, and profit and loss account items not relating to operating activities. Transactions not involving a cash inflow or outflow are not included in the statement of cash flows. The cash position in the statement of cash flows consists solely of cash and cash equivalents. Exchange differences on cash and cash equivalents are presented separately in the statement of cash flows. Interest received and paid as well as income taxes paid are included in the cash flows from operating activities. Dividends paid are included in the cash flows from financing activities. The selling price of divested group companies (divestments) is presented in the cash flows from investing activities insofar as payment has been received in cash, net of any cash balances present in divested group companies. Cash flows relating to discontinued operations have been presented separately from cash flows relating to continuing operations.
These consolidated financial statements include the effects of events occurring between balance sheet date and the date these financial statements are authorized for issue, to the extent that these events provide evidence of conditions that existed at the balance sheet date. Where effects of events that arise post-balance sheet date are disclosed, they have not resulted in an adjustment of the financial statements.
The Company\u2019s activities expose it to a variety of risks, including market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. The Company has policies in place towards managing these risks, insofar as relevant and depending on the risk appetite of the Company with respect to a certain risk. The Executive Board has overall responsibility for the establishment and oversight of the Company\u2019s risk management system, including identifying and analyzing risks faced by the Company, implementing risk limits and controls as appropriate as well as monitoring the exposure to risks against these limits and maintaining the risk management system in the light of changes in the Company and market conditions. The Supervisory Board oversees how the Company monitors adherence to risk management policies and procedures and assesses the effectiveness of its risk management system in relation to the relevant risks.
The Company does not have an exposure to financial risks associated with derivatives. The Company's exposure to financial instruments is mainly concentrated in its working capital. The Company neither holds nor issues financial instruments for trading purposes, and currently does not contract any derivative financial instruments to hedge risks.
Financial assets and liabilities recognized on the consolidated Statement of Financial Position are classified in the following table.
| Financial assets at amortized cost | Financial liabilities at amortized cost | |||
|---|---|---|---|---|
| Class of financial instruments | 30 September 2023 | 30 September 2022 | 30 September 2023 | 30 September 2022 |
| Cash and cash equivalents | 520 | 9,593 | ||
| Trade receivables | - | 1,495 | ||
| Other receivables | - | 79 | ||
| Other current assets | 3,000 | - | \u00a0 | \u00a0 |
| Lease liabilities | - | 452 | ||
| Trade creditors | 131 | 1,304 | ||
| Other payables | 68 | 1,865 | ||
| Total | 3,520 | 11,167 | 198 | 3,622 |
The fair values of financial instruments carried at amortized cost, which include trade debtors, other receivables, loans receivable, trade creditors and other payables have been assessed to be in line with their carrying values due to the short-term nature of such items and applicable market interest rates. Such fair value measurements are classified as level 2 of the fair value hierarchy of IFRS 13 'Fair Value Measurement'. There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments. Such transfers may occur where directly observable prices may become available or where market data from independent sources may no longer be available.\u00a0\u00a0
There are no items in the statement of financial position at the end of either period presented in these consolidated financial statements that are carried at fair value on a recurring or non-recurring basis, for both years presented.
Currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Since the divestment of its business, the Company solely operates in the Netherlands and as at 30 September 2023, is no longer exposed to any material currency risk (per 30 September 2022, the Company's main exposure was to the EUR/USD exchange rate). Therefore, no further disclosures are provided in this respect.
Interest rate risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The exposure of the Company to this risk is limited as the Company currently does not have any variable-rate borrowings per 30 September 2023 (30 September 2022: nil). Prior to the divestment of the Company's business operations, the Company's debt was concentrated in its lease liabilities which have fixed cash flows based on fixed rates of interest.
Other price risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than arising from currency risk or interest rate risk. As the Company's financial instruments are limited to short term debt instruments (carried at amortized cost) and long-term debt in the form of lease liabilities, the Company does not have an exposure to other forms of price risk such as commodity price risk or equity price risk.
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk mainly from its operating activities: this risk is primarily associated with the trade receivables and contract assets, but also arises from deposits with banks.
The Company manages the exposure on its cash deposits with banks by only working with reputable banks that have proven in the past to be financially stable, have appropriate licenses to operate and are under the supervision of regulatory authorities. Cash is managed centrally within the Group.
As at 30 September 2023, credit risk arising from receivables is concentrated with the financial asset regarding the funds that are kept in escrow related to the divestment of the Company's business operations (refer to the note Divestment of the Company's operations, starting on page 66). The Executive Board has assessed that the credit risk related to this financial asset is deemed limited as at the balance sheet date.
In the event of (expected) collectability issues or defaults, this is reflected in the lifetime expected credit losses that are recognized on the receivables to cover the potential loss. Loss rates are determined based on historical credit losses realized and any expectations on economic downturn.
Management monitors any (extended) default (instances where a debtor does not or continue to not meet its payment obligations) by a counterparty and determines on an individual basis whether such receivables are considered credit-impaired. A receivable is written off and the corresponding expected credit loss derecognized if it is determined to be uncollectible, which is assessed on a case-by-case basis.
The Company\u2019s maximum exposure to credit risk equals the outstanding balance of its financial assets.
The Company\u2019s liquidity management is geared towards having sufficient liquidity available to fund its operations. Management monitors the liquidity position of the Company.
As at the balance sheet date, the Company had ample resources. As such, the liquidity risk of the Company originating from financial instruments is deemed limited.\u00a0
The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative financial liabilities (the Company does not have derivative financial liabilities), classified by their maturity, being the earliest date on which the Company can be required to settle the liability. These analyses include both interest and principal cash flows.
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2023 | |
| Trade Creditors | 131 | - | - | 131 |
| Other Payables | 68 | - | - | 68 |
| Total | 198 | - | - | 198 |
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2022 | |
| Lease Liabilities - Principal payments | 261 | 191 | - | 452 |
| Lease Liabilities - Interest payable | 11 | 5 | - | 16 |
| Trade Creditors | 1,304 | - | - | 1,304 |
| Other Payables | 1,865 | - | - | 1,865 |
| Total | 3,442 | 196 | - | 3,638 |
The management of capital is centralized and is currently aimed at both ensuring the Company has a healthy capital structure so that the continuity of its operations is safeguarded. To this extent, management regularly assesses outstanding share capital, options, warrants, convertible instruments, the need for issuing any such instruments (in line with limits set by the shareholders), outstanding debt positions and evaluates funding opportunities in line with strategic targets. These objectives for managing capital have been met in the past year as there have been no issues with respect to the continuity of operations. The Company considers its equity as capital, in line with prior period. Management's policy with respect to managing capital is to maintain a positive equity, while limiting funding through debt as much as possible due to the liquidity risks attached to debt. This implies that business combinations, investments and operations are funded primarily by cash or by issuing equity instruments, also in the event of a cash component payable arising from a business combination.
On 26 July 2023 Titan N.V. announced that it had signed an agreement to sell all of its business and operations to SPS Commerce, Inc. (\"SPS\") for a total purchase price of \u20ac 68.35 million. The transaction was structured as a sale and transfer by Titan N.V. of all issued and outstanding shares in TIE Kinetix Holding B.V., being the group company directly and indirectly owning of all subsidiaries and operations of the TIE Kinetix group. Shareholder approval for this transaction was obtained at the Convocation Extraordinary General Meeting of Shareholders on September 6, 2023. Following shareholder approval the transaction was completed with transfer of the shares on 13 September 2023.
Of the purchase price of \u20ac 68.35 million amount, \u20ac 3 million is held in escrow for a period of twelve months following completion, to secure the obligations of Titan N.V. as seller as agreed in the Share Purchase Agreement with SPS. As such, this amount has been recognized as a receivable in the statement of financial position. In the event of a claim by SPS against the escrow, the amount of the claim will be kept in escrow until final resolution of the claim. The amount that is undisputed after lapse of the twelve months period, will be released to Titan N.V.
As a result of the transaction, Titan N.V. remains a single company without subsidiaries and assets other than the proceeds of the transaction. Titan N.V. distributed an interim dividend amounting to \u20ac 62.5 million to its shareholders immediately following completion of the transaction. Reference is made to note Equity, starting on page 75. Titan N.V. has reserved and withheld a reasonable amount estimated by Titan N.V. to cover for ongoing expenses and necessary provisions. In addition, as indicated above, an amount of \u20ac 3 million will be held in escrow for the term of at least twelve months. Consequently, in addition to the dividend distribution of \u20ac 62.5 million on September 20, 2023, another dividend distribution will follow after lapse of at least twelve months following completion of the transaction. As a result of the sale, all of the Group's operations, other than Titan N.V.'s own holding operations, have been classified as discontinued operations. The table below details the results and cash flows attributable to the discontinued operations.
| \u00a0 | 2023 | 2022 |
|---|---|---|
| Results from discontinued operations | \u00a0 | \u00a0 |
| Revenues | 14,597 | 14,357 |
| Costs | (15,334) | (17,083) |
| Loss before tax from discontinued operations | (737) | (2,726) |
| Income tax (expense)/benefit | (3) | 523 |
| Results from discontinued operations, net of tax | (740) | (2,203) |
| Gain on sale of disposal group | 61,700 | - |
| Total income/(loss) from discontinued operations | 60,960 | (2,203) |
| Cash flow from discontinued operation | ||
| Cash flow from operating activities | (291) | 246 |
| Investing cash flows during the year | (1,307) | (1,223) |
| Consideration received in cash | 65,350 | - |
| Cash disposed of | (4,493) | - |
| Cash flow from investing activities | 59,550 | (1,223) |
| Cash flow from financing activities | (264) | (383) |
| Total cash flow from discontinued operations | 58,995 | (1,360) |
The table below shows the net assets of the disposal group at the date of loss of control. This disposal group consisted of the Company's subsidiary TIE Kinetix Holding B.V. and all of its subsidiaries. In addition, the Dutch fiscal union for corporate income tax purposes, of which the Company was previously the head, was unbundled. The existing tax losses carried forward of the fiscal unity were included in the sale of the disposal group. As such, the net assets shown below also include the Company's deferred tax asset related to those tax losses carried forward.
| Assets | 2023 |
|---|---|
| Goodwill | 2,279 |
| Other Intangible Fixed Assets | 2,858 |
| Property, Plant and Equipment | 628 |
| Deferred Tax Asset | 1,808 |
| Cash and Cash Equivalents | 4,493 |
| Current Assets | 3,234 |
| Total Assets sold | 15,300 |
| Non Current Liabilities | (604) |
| Current Liabilities | (8,046) |
| Total liabilities related to assets sold | (8,650) |
| Total net assets sold | 6,650 |
The table below shows a reconciliation between the consideration agreed in the transaction and the gain on the sale that was recognized in the Statement of Comprehensive Income as part of the results from discontinued operations.
| 2023 | |
|---|---|
| Cash consideration received | 65,350 |
| Consideration receivable | 3,000 |
| Total consideration | 68,350 |
| Less: Net assets of disposal group | (6,650) |
| Gain on sale | 61,700 |
The movements in Intangible fixed assets are summarized below:
| Goodwill | Customer Base | Software development costs | Purchased Software | Total | |
|---|---|---|---|---|---|
| Balance as at October 1, 2021 | 2,250 | - | 2,603 | 45 | 4,898 |
| Movements 2022 | |||||
| Additions | - | - | 1,024 | 83 | 1,107 |
| Disposals | - | - | - | (50) | (50) |
| Amortization | - | - | (1,113) | (35) | (1,148) |
| Reversal of amortization on disposal | - | - | - | 50 | 50 |
| Translation adjustments on acc. investments | 83 | 1 | 152 | 13 | 250 |
| Translation adjustments on acc. amortization | - | - | (152) | (7) | (160) |
| Translation adjustments on acc. impairments | - | (1) | - | (6) | (7) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Accumulated investments | 3,754 | 850 | 12,030 | 1,002 | 17,637 |
| Accumulated amortization | (107) | (836) | (9,478) | (893) | (11,314) |
| Accumulated impairments | (1,314) | (14) | (38) | (17) | (1,383) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Movements 2023 | |||||
| Additions | - | - | 1,268 | 6 | 1,274 |
| Disposals | - | - | - | (183) | (183) |
| Amortization | - | - | (996) | (26) | (1,022) |
| Translation adjustments on acc. investments | (54) | - | (98) | - | (151) |
| Translation adjustments on acc. amortization | - | - | 98 | - | 98 |
| Translation adjustments on acc. impairments | - | - | - | - | - |
| Divestment | (2,279) | - | (2,786) | (72) | (5,137) |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Accumulated investments | - | - | - | - | - |
| Accumulated amortization | - | - | - | - | - |
| Accumulated impairments | - | - | - | - | - |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Useful life | Indefinite | 10 years | 5 years | 3-5 years |
Titan N.V. had active country operations in the Netherlands, in the US, in Germany, and in France through its various subsidiaries, which were sold to SPS Commerce. Up until the transaction, the Company had identified the following cash generating units.
As at 30 September 2023, the Company has not performed an impairment test as the Company no longer has non-financial fixed assets which may be subject to impairment losses.
The allocation of the carrying value of the intangible fixed assets tested to the CGU\u2019s and segments for impairment per 30 September 2022 was as follows (please note that there were no intangibles allocated to Germany):
| NL | France | US | Product Development | Total 30 September 2022 | |
|---|---|---|---|---|---|
| Goodwill | 1,640 | 153 | 540 | - | 2,333 |
| Software development costs | - | - | - | 2,514 | 2,514 |
| Purchased software | 85 | - | - | 7 | 93 |
| Total | 1,726 | 153 | 540 | 2,521 | 4,940 |
Movements in tangible fixed assets are shown below:
| Leasehold Improvements | Right-Of-Use Asset | Hardware | Total | |
|---|---|---|---|---|
| Carrying value as at October 1, 2021 | 3 | 724 | 90 | 817 |
| Movements 2022 | ||||
| Additions | 5 | 78 | 111 | 194 |
| Disposals | (253) | (367) | (258) | (877) |
| Depreciation | (4) | (366) | (41) | (411) |
| Depreciation on disposals | 253 | 367 | 258 | 877 |
| Translation adjustments on acc. investments | 22 | - | 23 | 45 |
| Translation adjustments on acc. depreciation | (22) | 3 | (23) | (42) |
| Carrying value as at September 30, 2022 | 5 | 439 | 160 | 604 |
| Accumulated investments | 613 | 1,206 | 1,084 | 2,903 |
| Accumulated depreciation | (608) | (767) | (924) | (2,299) |
| Carrying value as at September 30, 2022 | 5 | 439 | 160 | 604 |
| Movements 2023 | ||||
| Additions | 4 | 339 | 23 | 366 |
| Disposals | (71) | (128) | (194) | (393) |
| Depreciation | (1) | (265) | (37) | (303) |
| Depreciation on disposals | 68 | 99 | 187 | 354 |
| Divestment | (5) | (484) | (139) | (628) |
| Carrying value as at September 30, 2023 | - | - | - | - |
| Accumulated investments | - | - | - | - |
| Accumulated depreciation | - | - | - | - |
| Carrying value as at September 30, 2023 | - | - | - | - |
| Useful lives | Max. 10 years | Lease term | 5 years | \u00a0 |
At the balance sheet date there are no restrictions on title. No items of tangible fixed assets have been pledged as security against liabilities.
The following table details the carrying amounts at the balance sheet date of right-of-use assets by class of underlying asset. As the right-of-use assets were part of the divestment of the Company's business operations, depreciation on right-of-use assets is subsumed in the result from discontinued operations in the statement of comprehensive income.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Offices and parking space | - | 215 |
| Vehicles | - | 224 |
| Total | - | 439 |
The following table details the amounts of deferred tax assets and liabilities arising from both temporary differences and unused tax losses carried forward, including the effects of offsetting some of those deferred tax assets and liabilities. As at 30 September 2023, no temporary differences remain following the sale of the Company's business operations. In addition, no unused tax losses carried forward remain as Titan N.V. is no longer part of the Dutch fiscal unity for income tax purposes (of which it previously was the head) and such tax losses carried forward have remained with the fiscal unity.
| Category of temporary difference | 30 September 2023 | 30 September 2022 |
|---|---|---|
| Intangible Fixed Assets | - | 47 |
| Trade Receivables | - | 14 |
| Deferred Revenue | - | 304 |
| Lease Liabilities | - | 114 |
| Other Payables and Accruals | - | 42 |
| Tax Credits | - | 72 |
| Tax Losses Carried Forward | - | 1,522 |
| Total Gross Deferred Tax Assets | - | 2,115 |
| Offset against deferred tax liabilities | - | (251) |
| Total Net Deferred Tax Assets | - | 1,864 |
| Goodwill | - | (139) |
| Right-of-use assets | - | (112) |
| Other | - | (2) |
| Total Gross Deferred Tax Liabilities | - | (253) |
| Offset against deferred tax assets | - | 251 |
| Total Net Deferred Tax Liabilities | - | (2) |
| Total Deferred Tax Positions (Net) | - | 1,862 |
Of the total net deferred tax position, an amount of nil (2022: \u20ac 1,284k) is expected to be settled after more than twelve months. The deferred tax liability on goodwill as at 30 September 2022 related to goodwill that was tax deductible in the United States and for which the temporary difference arose after initial recognition of the goodwill.
The aggregate amount of temporary differences related to investments in subsidiaries for which no deferred tax liability is recognized as at 30 September 2023 is nil (30 September 2022: \u20ac 106k).
As at 30 September 2022, the Group had an aggregate amount of \u20ac 15,475k of gross unused tax losses, tax credits and deductible temporary differences available. None of these had an expiration horizon. Of these gross amounts, \u20ac 5,511 was recognized as deferred tax asset while a total gross amount of \u20ac 9,963 remained unrecognized.
Movements in the net deferred tax position during the year are detailed in the following table.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 1,862 | 623 |
| Recognized in profit or loss | - | 1,196 |
| Currency translation differences recognized in OCI | (54) | 43 |
| Divestment | (1,808) | - |
| Balance as at September 30 | - | 1,862 |
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Trade receivables | - | 1,644 |
| Less: Valuation allowance | - | (149) |
| Trade receivables net of valuation allowance | - | 1,495 |
As at 30 September 2023, no trade receivables remain.
The following table reflects the gross outstanding trade receivable balance as of September 30th, 2022 broken down into balances that had not passed their due dates and balances that have passed their due dates. The latter category is further broken down into categories detailing the extent to which they had passed their due dates. The \u201cless than 30 days\u201d outstanding category represents receivables that had not yet passed their respective due dates.
| Not past due | Past due not individually credit impaired | Total | |||
|---|---|---|---|---|---|
| Less than 30 days | 31 to 60 days | 61 to 90 days | In excess of 90 days | 30 September 2022 | |
| The Netherlands | 456 | 38 | 9 | 82 | 585 |
| United States | 358 | 109 | 52 | 26 | 545 |
| France | 113 | 28 | 1 | 2 | 144 |
| Germany | - | 186 | 33 | - | 220 |
| Total | 927 | 363 | 95 | 111 | 1,495 |
The Company had applied the following loss rates to these categories of trade receivables to determine the allowance for expected credit losses as at 30 September 2022:
| Days outstanding | Weighted average loss rate applied | Gross carrying amount | ECL recognized |
|---|---|---|---|
| 1 to 30 days (not due) | 0% | 927 | - |
| 31 to 60 days (past due) | 0% | 363 | - |
| 61 to 90 days (past due) | 0% | 95 | - |
| 91 to 360 days (past due) | 0.1% | 111 | - |
| More than 360 days (past due) | 0.1% | - | - |
| Individually credit-impaired (stage 3 ECL) | n/a | 149 | (149) |
| Total | 1,644 | (149) |
Details on the movements in the valuation allowance (excluding recoverable VAT) are included in the following table.
| ECL on individually credit-impaired receivables | ECL on receivables past due not individually credit-impaired | Total | |
|---|---|---|---|
| Balance as at October 1, 2021 | 73 | - | 73 |
| Charge for the year | 78 | - | 78 |
| Utilized | (2) | - | (2) |
| Unused amounts reversed | (1) | - | (1) |
| Currency exchange rate differences | 1 | - | 1 |
| Balance as at September 30, 2022 | 149 | - | 149 |
| Charge for the year | 30 | - | 30 |
| Utilized | (11) | - | (11) |
| Unused amounts reversed | (89) | - | (89) |
| Currency exchange rate differences | - | - | - |
| Divestment | (79) | - | (79) |
| Balance as at September 30, 2023 | - | - | - |
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Security Deposits | - | 80 |
| Prepayments | 25 | 211 |
| Total | 25 | 290 |
Security deposits mainly regard to rental agreements. Prepayments include short term prepaid amounts to suppliers (resulting from SaaS sales to customers < 1 year), prepaid rent and insurance premiums.
Under this heading, the Company only includes cash at banks, potentially short-term deposits, and payments in transfer. As at 30 September 2023, there were no restrictions with respect to availability (30 September 2022: restrictions in the amount of \u20ac 34k).
The Company\u2019s authorized share capital amounts to \u20ac 500k (2022: \u20ac 500k), consisting of 5 million ordinary shares with a nominal value of \u20ac 0.10 each. Shareholders\u2019 equity (which equals Group equity) amounts to \u20ac 4,050k (or \u20ac 1.98 per share) as at September 30, 2023 (30 September 2022: \u20ac 10,869k, or \u20ac 5.60 per share). The movements in the number of common shares outstanding are summarized in the following table. All issued shares have been fully paid.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 1,941,538 | 1,678,718 |
| Issued | 108,616 | 262,820 |
| Balance as at September 30 | 2,050,154 | 1,941,538 |
| In \u20ac (x 1,000) | 205 | 194 |
Shares issued include those issued for no consideration under share-based payment arrangements. For details refer to the note Share-based payments, starting on page 76.
For the acquisition of TFT in 2013, 388,846 warrants were issued on December 2, 2013. Each warrant entitled the holder to purchase a newly issued share at a share price of \u20ac 7.00 until December 2, 2023. In FY 2023, warrants were exercised for a consideration of \u20ac 470k in cash (2022: \u20ac 1.6 million).
| 2023 | 2022 | |||
|---|---|---|---|---|
| Exercise Price (\u20ac) | Number of warrants | Exercise Price (\u20ac) | Number of warrants | |
| Warrants outstanding at October 1 | 7.00 | 67,160 | 7.00 | 295,728 |
| Warrants exercised | 7.00 | (67,140) | 7.00 | (228,568) |
| Warrants outstanding at September 30 | 7.00 | 20 | 7.00 | 67,160 |
The 'other reserves and retained earnings' component of equity contains other reserves, consisting of the legal reserves under Dutch law, which restrict the distribution of dividends or capital in the amount of nil (30 September 2022: \u20ac 2,514k).
Such restrictions also apply to the foreign currency translation reserve, carried at nil (30 September 2022: \u20ac 83k), which is also regarded as a legal reserve under Dutch law.
At the Annual General Meeting of shareholders, held on 24 March 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,959,109 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 980k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 2 May 2023, the interim dividend was distributed. A gross cash dividend of \u20ac 372k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 32,475 new ordinary shares were issued at a fair value of \u20ac18.70 per share (representing a total fair value of \u20ac 607k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
At the Extraordinary General Meeting, held on September 6, 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company's equity reserves, in the amount of \u20ac 30.49 per share. Given the total number of 2,050,154 outstanding shares, the total dividend amounted to \u20ac 62.5 million. Shareholders have received the dividend in cash on 20 September 2023. Transaction costs of \u20ac 78k have been deducted from share premium.
The second interim dividend brought the total dividend per share in 2023 to \u20ac 30.99.
As a result of the sale of the Company's operations, as well as the liquidation of TIE Ascention GmbH, a gain of \u20ac 17k was recognized as part of the exchange gains and losses. Refer to the note Financial income and expenses, starting on page 85. As part of the other comprehensive income in the statement of comprehensive income, the exchange differences are presented net of this reclassification adjustment.
At the Annual General Meeting of shareholders, held on 25 March 2022, the Company's shareholders approved the distribution of an interim dividend for the financial year 2022 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,907,286 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 954k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 29 April 2022, the interim dividend was distributed. A gross cash dividend of \u20ac 335k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 34,252 new ordinary shares were issued at a fair value of \u20ac18.05 per share (representing a total fair value of \u20ac 618k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
Under this Plan, members of the Executive Board may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). The fair value of the shares issued is determined based on the share price at the grant date, taking into account the effect of non-vesting conditions, not taking into account expected dividends. The following table details the number and weighted average fair value of the shares granted during the year.
| 2023 | 2022 | |
|---|---|---|
| Number of shares granted | 9,001 | - |
| Weighted average fair value at grant date | EUR 14.3 | - |
No performance shares were granted during FY 2022. The performance shares granted and issued in FY 2023, however, pertain to performance during FY 2022 but the grant took place after the balance sheet date and was thus accounted for in FY 2023. The fair value of the shares granted was determined at the approval date. An expense of \u20ac 129k was recognized under the employee benefits expenses in 2023. Reference is made to the note Operating expenses, starting on page 83.
The provisions consisted of a pension provision (classified as non-current in the statement of financial position) and a legal provision (classified as current in the statement of financial position).
The provisions relate to a pension provision for an unfunded defined benefit plans in Germany. Movements in the provision are disclosed below. As management has determined that the amounts of the defined benefit obligations are immaterial - both individually per plan and in aggregate - no further disclosures are provided in respect of these plans.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 120 | 190 |
| Charged/(released) to income statement | - | (70) |
| Divestment | (120) | - |
| Balance as at September 30 | - | 120 |
The provision had been formed for (potential) claims and disputes. The amount of the related outflow of resources is uncertain but the carrying amount represented management's best estimate to settle the liabilities as at the balance sheet date. Additions and releases have been accounted for as part of the results from discontinued operations.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 236 | - |
| Additions | - | 236 |
| Used | (36) | - |
| Releases | (200) | - |
| Balance as at September 30 | - | 236 |
The Company mainly leased offices and vehicles to support its operations. The total lease liability can be broken down into a current and non-current component as shown in the following table.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Non-current portion | - | 191 |
| Current portion | - | 261 |
| Total lease liability | - | 452 |
Details on the Right of Use-assets and movements thereof are provided in the note Tangible fixed assets, starting on page 70. The movements of the lease liability are detailed in the following table.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 452 | 765 |
| New lease contracts | 339 | 78 |
| Repayment of lease liabilities | (264) | (383) |
| Translation differences | (43) | (8) |
| Divestment | (484) | - |
| Balance as at September 30 | - | 452 |
Possible cash outflows under extension and termination options of existing lease agreements that have not been included in the measurement of the lease liability amount to nil (2022: \u20ac 931k). Cashflows from leasing activities are included in the cash flows from discontinued operations for both years presented.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Payroll tax | - | 224 |
| Dividend withholding tax payable | 363 | - |
| VAT | - | 86 |
| Total | 363 | 310 |
Payroll tax liabilities include also liabilities for social security.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Accrued Expenses | 70 | 1,344 |
| Other Payables and Accruals | (3) | 506 |
| Pension Premiums | - | 16 |
| Total | 68 | 1,865 |
The accrued expenses included, among others, accrued holiday allowance and variable compensation for employees as at 30 September 2022. The line other payables and accruals included, among others, accruals for holiday rights outstanding with employees and salary payables as at 30 September 2022.
The segment reporting in these consolidated financial statements is aligned with the internal reporting to the Executive Board as Chief Operating Decision Maker of the Company.
Up until the divestment of the Company's business, such reporting was based on country segments and product development. All revenue, direct costs and fee earning staff were allocated to country operations and product development (or holding functions). As such, the operating segments (and reportable segments as no aggregation of operating segments takes place) were identified as the countries in which the Group operated, as well as TIE Product Development. The Company applied intercompany transfer pricing to account for the various roles country operations have in developing, marketing, selling and delivering our products to the customers. As the case may be, the Company identified sales roles, product ownership roles and development roles, with each role rewarded commensurate with its place in the value chain.
Since this format of reporting to the Executive Board remained in place until the moment the Company divested its business operations, the segment information presented below represents this. As such, it includes the results of the segments for the period 1 October 2022 until 13 September 2023, and for Titan N.V. as a holding company its results for the full year to facilitate reconciliations.
For segment reporting purposes, the Company applied the accounting policies as applied to these consolidated financial statements. The Executive Board evaluated segment performance on the basis of EBITDA. Inter-segment sales were only monitored by the Executive Board on a CGU level and not for the purpose of segment reporting. Information on segment assets and liabilities was not regularly provided to the Executive Board.
The tables on the following pages detail the segment information as well as the reconciliations of such segment information to net income as per the statement of comprehensive income.
| Revenues | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Software as a Service | 4,699 | 4,024 | 1,462 | 1,700 | - | - | 11,885 |
| Maintenance and Support | 243 | 670 | 78 | 15 | - | - | 1,006 |
| Consultancy | 822 | 438 | 37 | 273 | - | 7 | 1,578 |
| Licenses | 47 | 80 | - | 1 | - | - | 128 |
| Revenues | 5,811 | 5,212 | 1,577 | 1,990 | - | 7 | 14,597 |
| Other Income | - | - | - | - | - | 50 | 50 |
| Intercompany Sales | 11 | 1 | 15 | 183 | 1,418 | (1,627) | - |
| Total Income | 5,821 | 5,213 | 1,592 | 2,173 | 1,418 | (1,571) | 14,647 |
| Cost of Sales | (1,528) | (2,238) | (378) | (1,414) | (1,484) | 1,803 | (5,239) |
| Gross Margin | 4,293 | 2,975 | 1,214 | 759 | (67) | 233 | 9,407 |
| \u00a0 | |||||||
| Operating Expenses | \u00a0 | ||||||
| Employee Benefits | (1,254) | (1,732) | (812) | (553) | - | (7,946) | (12,297) |
| Other Operating Expenses | (1,556) | (1,702) | (560) | (553) | - | 2,491 | (1,881) |
| Total Operating Expenses | (2,810) | (3,434) | (1,372) | (1,106) | - | (5,456) | (14,179) |
| EBITDA | 1,483 | (459) | (158) | (347) | (67) | (5,223) | (4,771) |
| 2023 | |
|---|---|
| EBITDA | (4,771) |
| Depreciation and amortization | (1,337) |
| EBIT | (6,108) |
| Interest and Other Financial Income | 25 |
| Interest and Other Financial Expense | 10 |
| Loss before Tax | (6,073) |
| Corporate Income Tax | (3) |
| Net Loss (Continuing Operations and Discontinued Operations excl. result on the sale) | (6,076) |
| Result on the sale | 61,700 |
| Net Income (Continuing and Discontinued Operations) | 55,624 |
| Revenues | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Software as a Service | 4,621 | 3,900 | 1,222 | 1,385 | - | - | 11,127 |
| Maintenance and Support | 245 | 803 | 128 | 29 | - | - | 1,206 |
| Consultancy | 782 | 698 | 69 | 380 | - | 6 | 1,934 |
| Licenses | 28 | 60 | 1 | 2 | - | - | 91 |
| Revenues | 5,675 | 5,460 | 1,419 | 1,796 | - | 6 | 14,357 |
| Other Income | - | - | - | - | - | 27 | 27 |
| Intercompany Sales | 18 | - | - | - | 1,031 | (1,049) | - |
| Total Income | 5,693 | 5,460 | 1,419 | 1,796 | 1,031 | (1,016) | 14,384 |
| Cost of Sales | (1,658) | (2,809) | (332) | (1,265) | (1,015) | 1,025 | (6,054) |
| Gross Margin | 4,035 | 2,651 | 1,087 | 532 | 16 | 10 | 8,330 |
| Operating Expenses | |||||||
| Employee Benefits | (1,442) | (1,223) | (773) | (357) | - | (2,979) | (6,773) |
| Other Operating Expenses | (2,099) | (2,376) | (609) | (635) | - | 2,548 | (3,171) |
| Total Operating Expenses | (3,541) | (3,599) | (1,382) | (991) | - | (432) | (9,945) |
| EBITDA | 494 | (948) | (295) | (460) | 16 | (422) | (1,615) |
| 2022 | |
|---|---|
| EBITDA | (1,615) |
| Depreciation and amortization | (1,560) |
| EBIT | (3,174) |
| Interest and Other Financial Income | 216 |
| Interest and Other Financial Expense | (37) |
| Loss before Tax | (2,995) |
| Corporate Income Tax | 1,321 |
| Net Loss (Continuing and Discontinued Operations) | (1,674) |
The following tables includes information on assets and liabilities of segments as at 30 September 2022 as well as other selected segment information, other than the measures of profit or loss for each segment. For the purposes of segment reporting, intercompany receivables and payables are included under the liabilities and not reclassified to assets if they are in a (net) receivable position for the respective segment.
For 2023, this information is not presented as the operating segments have been divested prior to the balance sheet date, on 13 September 2023.
| Assets | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Intangible Fixed Assets | 595 | 540 | - | - | 2,521 | 1,283 | 4,940 |
| Tangible Fixed Assets | 73 | - | 4 | - | - | 527 | 604 |
| Deferred Tax Asset | - | 562 | 48 | - | - | 1,254 | 1,864 |
| Contract Cost Asset | 157 | 15 | 49 | 106 | - | - | 326 |
| Current Assets | 1,264 | 1,085 | 437 | 842 | 36 | 8,593 | 12,257 |
| Total Assets | 2,090 | 2,201 | 538 | 948 | 2,558 | 11,657 | 19,992 |
| Liabilities | |||||||
| Non-Current Liabilities | 365 | 57 | 201 | 478 | - | 145 | 1,247 |
| Current Liabilities | 2,767 | 1,654 | 771 | 945 | 54 | 1,685 | 7,876 |
| Intercompany Positions | (5,308) | (1,620) | (578) | (495) | 15,380 | (7,379) | - |
| Total Liabilities | (2,177) | 91 | 394 | 929 | 15,434 | (5,549) | 9,123 |
| Other Selected Items | |||||||
| Capital expenditure | - | - | - | - | 1,024 | 199 | 1,223 |
| Amortization and depreciation | 54 | 81 | 17 | - | 1,115 | 292 | 1,560 |
| FTE at year end | 34 | 32 | 15 | 11 | 8 | 24 | 123 |
The expenses of continuing operations have been presented in the consolidated statement of comprehensive income based on their function.
The following tables detail the expenses of continuing operations by their nature, in a way that facilitates reconciliation to the expenses presented by their function. Please note that in both years presented, cost of sales, research and development as well as selling and marketing expenses for continuing operations were nil.
| General & Administrative | Total Expenses 2023 | |
|---|---|---|
| Employee Benefits | 5,068 | 5,068 |
| Other Operating Expenses | 275 | 275 |
| Total | 5,343 | 5,343 |
| General & Administrative | Total Expenses 2022 | |
|---|---|---|
| Employee Benefits | 6 | 6 |
| Other Operating Expenses | 461 | 461 |
| Total | 466 | 466 |
| 2023 | 2022 | |
|---|---|---|
| Invoiced management fees | 4,901 | 9 |
| Supervisory Board remuneration | 39 | 43 |
| Share-based payment expense | 129 | - |
| Other employee benefit expenses | - | 1 |
| Government grants | - | (47) |
| Total | 5,068 | 6 |
The invoiced management fees include remuneration due to the members of the Executive Board that is invoiced through a management company. Please note that these expenses were largely charged to group companies and therefore form part of the results from discontinued operations. The expenses of continuing operations for 2023 regard mainly to the special compensation for the Executive Board. Further details on this and on the Supervisory Board remuneration are provided in the note Related party disclosures, starting on page 88.
For details on the share-based payments, reference is made to note Share-based payments, starting on page 76.
| 2023 | 2022 | |
|---|---|---|
| Research and Development | - | 14 |
| Sales and Marketing | - | 31 |
| Consulting and Support | - | 56 |
| General and Administrative | - | 23 |
| Total1) | - | 123 |
| 2023 | 2022 | |
|---|---|---|
| Professional Service | 280 | 357 |
| Communications Expenses | (10) | 1 |
| Marketing Expenses | 2 | 65 |
| Travel | 9 | 3 |
| General & Administration | (6) | 34 |
| Total | 275 | 461 |
Included in the expenses for professional services are the fees charged by the Company's external independent auditor - PricewaterhouseCoopers Accountants N.V. These are detailed in the table below and represent the amounts expensed by the Company for the periods presented.
| 2023 | 2022 | |
|---|---|---|
| Audit of the financial statements | 220 | 218 |
| Other audit services | - | - |
| Tax advisory services | - | - |
| Other non-audit services | - | - |
| Total | 220 | 218 |
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
| \u00a0 | 2023 | 2022 |
|---|---|---|
| Current tax expense/(benefit) | - | - |
| Deferred tax expense/(benefit) | - | (798) |
| Total corporate income tax expense/(benefit) attributable to continuing operations | - | (798) |
| \u00a0 | \u00a0 | \u00a0 |
| Corporate income tax relating to ordinary activities of discontinued operations | 3 | (523) |
| Corporate income tax relating to gain on discontinuance | - | - |
| Total corporate income tax expense/(benefit) attributable to discontinued operations | 3 | (523) |
| \u00a0 | \u00a0 | \u00a0 |
| Total corporate income tax expense/(benefit) | 3 | (1,321) |
The amount of income tax relating to the exchange differences on translation of foreign operations recognized in other comprehensive income amounts to nil (2022: nil).
The Company is domiciled in the Netherlands and its subsidiaries operate predominantly in the Netherlands, Germany, France and North America. As a basis for the effective tax reconciliation, management has applied the applicable tax rates in the Netherlands to the Company's result before tax. Such rates are 25,8%, or 15% for profits up to \u20ac 395k (2022: 25% and 15% for profits up to \u20ac 245k).
| 2023 | 2022 | |
|---|---|---|
| Result from continuing operations before income tax expense | (5,336) | (269) |
| Result from discontinued operations before income tax expense | 60,963 | (2,726) |
| Result before income tax expense | 55,627 | (2,995) |
| Tax expense/(benefit) at the Company's statutory tax rate | 14,309 | (773) |
| Effect of foreign tax rates | 32 | 82 |
| Non-taxable income | (15,919) | - |
| Non-deductible expenses | - | 5 |
| Recognition of previously unrecognized tax losses and deductible temporary differences as deferred tax asset | - | (845) |
| Tax losses and deductible temporary differences not recognized | 1,577 | 389 |
| Impact of other taxes classified as income taxes | - | (40) |
| Prior period tax adjustments | - | (134) |
| Other | 3 | (5) |
| Corporate income tax expense/(benefit) | 3 | (1,321) |
The non-taxable income in 2023 relates to the gain on the sale of the Company's business operations. Reference is made to the note Divestment of the Company's operations, starting on page 66.
The following table details the calculation of basic earnings per share.
| 2023 | 2022 | |
|---|---|---|
| Net income/(loss) from continuing operations (\u20ac * 1,000) | (5,336) | 529 |
| Net income/(loss) from discontinued operations (\u20ac * 1,000) | 60,960 | (2,203) |
| Net income/(loss) (\u20ac * 1,000) | 55,624 | (1,674) |
| Weighted average number of shares outstanding (thousands) | 1,979 | 1,829 |
| Basic earnings/(loss) per share from continuing operations (\u20ac) | (2.70) | 0.29 |
| Basic earnings/(loss) per share from discontinued operations (\u20ac) | 30.80 | (1.20) |
| Basic earnings/(loss) per share - total (\u20ac x 1) | 28.11 | (0.92) |
Diluted earnings per share take into effect the dilutive effect of warrants upon exercise. There are no other instruments with dilutive effects. The following table details the calculation of diluted earnings per share.
| 2023 | 2022 | |
|---|---|---|
| Net income/(loss) from continuing operations (\u20ac * 1,000) | (5,336) | 529 |
| Net income/(loss) from discontinued operations (\u20ac * 1,000) | 60,960 | (2,203) |
| Net income/(loss) (\u20ac * 1,000) | 55,624 | (1,674) |
| Weighted average number of shares outstanding (thousands) | 1,979 | 1,829 |
| Dilutive effect of warrants (thousands) | - | 42 |
| Weighted average number of shares outstanding (thousands) - fully diluted | 1,979 | 1,871 |
| Diluted earnings/(loss) per share from continuing operations (\u20ac) | (2.70) | 0.28 |
| Diluted earnings/(loss) per share from discontinued operations (\u20ac) | 30.80 | (1.18) |
| Diluted earnings/(loss) per share - total (\u20ac x 1) | 28.11 | (0.89) |
Key management consists of the members of the Executive Board.
Remuneration and expenses of the CEO are paid to his personal management B.V., CAPTA Management B.V. and his pension B.V., Bred Import B.V.. Remuneration and expenses of the CFO are paid to his personal management B.V., CouCou Compagnie B.V.
Titan N.V. group has remunerated the members of the Executive Board with the Base Management Fee until September 13, 2023, amounting to \u20ac 278k (CEO) and \u20ac 250k (CFO), respectively (2022: \u20ac 303k and \u20ac 273k, respectively), totaling \u20ac 528k (2022: \u20ac 576k). The Company has not incurred any expenses for a Short Term Incentive (2022: \u20ac 152k [CEO] and \u20ac 136k [CFO], totaling \u20ac 288k). Upon the sale of the business as per September 13, 2023 the Executive Board has been awarded a special compensation of \u20ac 2.577k (CEO) and \u20ac 2.319k (CFO) following sounding and concurrence of Titan's major shareholders. This special compensation, comparable to a broker fee, is a recognition for the efforts of the Executive Board covering many years to find a suitable strategic partner for the company. Titan N.V. has not incurred any (other) broker fees or intermediary fees for the sale to SPS Commerce Inc. The Company has incurred company car expenses amounting to \u20ac 14k (CEO) and \u20ac 14k (CFO), respectively (2022: \u20ac 14k and \u20ac 14k, respectively), totaling \u20ac 28k (2022: \u20ac 28k). Total short term benefits therefore amount to \u20ac 2,869k (CEO) and \u20ac 2,583 (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5.452k (2022: \u20ac 892k). In addition, the Company incurred a share-based payment expense in 2023 relating to performance in 2022 of \u20ac 68k (CEO) and \u20ac 61k (CFO), respectively (2022: nil), totaling \u20ac 129k (2022: nil). Total remuneration in 2023 therefore amounts to \u20ac 2,937k (CEO) and \u20ac 2,644k (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5,581k (2022: \u20ac 892k).
The General Meeting of Shareholders sets the remuneration of the members of the Supervisory Board. Members of the Supervisory Board are entitled to a fixed remuneration as well as a reimbursement for travel expenses incurred.
| Position | Remuneration 2023 | Remuneration 2022 | |
|---|---|---|---|
| Georg Werger | Chairman | 20 | 20 |
| Gerdy Harteveld-Smeets | Member | 10 | 10 |
| Per Nordling | Member | 10 | 10 |
| Total fixed remuneration | 40 | 40 | |
| Travel expenses reimbursed | 9 | 3 | |
| Total remuneration | 49 | 43 |
The consolidated financial statements include the financial information of Titan N.V., located in Breukelen, the Netherlands, and its direct and indirect former subsidiaries as included in the following table. All subsidiaries were sold in 2023, as disclosed in the note Divestment of the Company's operations, starting on page 66.
| Name | Statutory Seat | 30 September 2023 | 30 September 2022 |
|---|---|---|---|
| TIE Nederland B.V. | Amsterdam (Schiphol-Rijk), The Netherlands | 0% | 100% |
| TIE Product Development B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE MamboFive B.V. | Utrecht, The Netherlands | 0% | 100% |
| TIE Kinetix Europe B.V. | Amsterdam, The Netherlands | 0% | 100% |
| TIE Kinetix Holding B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| Pingli B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE Commerce Inc. | Burlington, MA, USA | 0% | 100% |
| TIE Kinetix S.A.S. | Montpellier, France | 0% | 100% |
| TIE Kinetix DACH GmbH | M\u00fcnchen, Germany | 0% | 100% |
| Performance Analytics GmbH | M\u00fcnchen, Germany | 0% | 100% |
| TIE Ascention GmbH | St. Gallen, Switzerland | 0% | 100% |
| TIE Kinetix Ltd | Marlow, United Kingdom | 0% | 100% |
As at 30 September 2023, there are no commitments and contingent liabilities requiring disclosure (30 September 2022: For the lease of the office in Breukelen, the Netherlands the Group issued a bank guarantee of \u20ac 72k, and for the lease of storage space in Germany a bank guarantee of \u20ac 40k).
There have been no subsequent events requiring disclosure.
Titan N.V. is a public company incorporated and domiciled in the Netherlands with its registered address at De Corridor 5d, Breukelen (Dutch Chamber of Commerce number: 34072305 0000, LEI code: 724500IS1M4H9S4SDD39). Titan is listed on the NYSE EuroNext in Amsterdam (EAM: TITAN).
Titan N.V is a company without active business activities and without staff since September 13, 2023. On this date Titan N.V., previously called TIE Kinetix N.V., sold and transferred all of its activities and operations to SPS International Inc., a wholly owned subsidiary of SPS Commerce, Inc. On the same date, the Company was renamed to Titan N.V. Prior to this transaction, the Company was active in the development, sale and distribution of software and services for 100% supply chain digitalization around the world through a network of subsidiaries and resellers.
For further details on the transaction, reference is made to the note .
In these consolidated financial statements, the names \u201cTitan\u201d, \u201cthe Company\u201d or \u201cthe Group\u201d will be used to refer to Titan N.V. and its various former subsidiaries.
The consolidated financial statements for the year ended September 30, 2023, were authorized for issuing through a resolution of the Executive Board dated December 22, 2023. The Annual General Meeting of Shareholders, to be held on March 29, 2024, in the Netherlands will be requested to adopt the consolidated financial statements.
The consolidated financial statements are presented in Euros, and all values are rounded to the nearest thousand (\u20ac x 1,000), unless stated otherwise.
As at September 30, 2023, the Executive Board of Titan N.V. has no plans in place for any activities or operations for 2024 and beyond. The Company has secured sufficient liquidity to meet its near-term requirements, so that the ability to continue under the going concern assumption remains.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and Title 9 of Book 2 of the Dutch Civil Code (DCC).
The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and Title 9 of Book 2 of the Dutch Civil Code (DCC).
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6029": { "value": "The preparation of the consolidated financial statements involves making judgments, estimates and assumptions with respect to the recognition and measurement of assets, liabilities, income and expenses. The actual outcome may differ from these estimates and assumptions, due to changes in facts and circumstances.
Estimates and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable, and are continuously evaluated.
As at 30 September 2023, no significant estimates remain since the Company has divested all of its business operations.
As at 30 September 2022,\u00a0 the major sources of estimation uncertainty, where a change in the underlying assumptions may have had material impact on the income statement of a subsequent period, were the following:
When testing for impairment, a value-in-use model is applied to determine net present values of future cash flows for CGU\u2019s in order to compare with the fixed assets\u2019 carrying values of the CGU. This encompasses management exercising judgment and making certain assumptions. The assumptions applied to which the value-in-use of fixed assets including goodwill is most sensitive are disclosed in the note Intangible fixed assets, starting on page 68.
The Company recognizes deferred tax assets arising from tax losses carried forward and deductible temporary differences, to the extent that it is probable that sufficient future taxable profits will be available against which the deductible temporary differences and tax losses carried forward can be utilized. Assessing the probability of future taxable profits involves significant estimation uncertainty as it requires forecasting taxable income and deductible expenses, while taking into account the horizon to utilize tax losses carried forward. Per 30 September 2022, management has re-assessed the probability of future taxable income and as a consequence, additional deferred tax assets for tax losses carried forward have been recognized, refer to the note Deferred taxes, starting on page 71.
As at 30 September 2023, since the divestment of all of the Company's business operations, no significant judgments remain in the application of the accounting policies.
For the period 1 October 2022 until 13 September 2023, when the Company sold all of its business operations, as well as the comparative year presented, the significant judgments exercised in the application of accounting policies are listed below. These impacted the result from discontinued operations.
Product development costs are eligible for capitalization only when a projected outcome is determined technically feasible and deemed probable that future economic benefits will flow from the released product. Also, these economic benefits must be expected to exceed capitalized development cost. In determining both technical and economic feasibility of a project, management exercises judgment with respect to the current economic and technical environment, as well as expected developments therein. This not only involves assessing the potential market for the product under development, but also estimating potential sales volumes. The amount of capitalized development costs is disclosed in the note Intangible fixed assets, starting on page 68.
SaaS revenue is to be recognized over time (as a right to access the FLOW portal exists during the contract period) commencing on the go-live date, being the date at which a customer is granted access. This revenue recognition pattern coincides with the consumption of the
subscription to the FLOW portal. In practice, however, the Company starts recognizing revenues as from the initial invoice date for the SaaS subscription. Management has judged that this date generally approximates the go-live date. As such, any difference in revenue recognition that is be attributable to the time between the initial invoice date and the go-live date is considered immaterial.
When a new customer signs a contract for the FLOW platform, the Company incurs expenses related to the set-up of the customer. In accordance with the accounting policy, such costs to fulfill the contract are capitalized under the contract cost assets and amortized over the expected customer life. Due to a lack of historical information or other means of reliably determining the expected customer life, the Company currently assumes that contract life equals customer life. It may be that the customer life exceeds the contract term, which, if this were known at the time of entering into the contract, would have led to a different amortization pattern, namely over a longer term.
When a new customer signs a contract for the FLOW platform, a setup is performed for which the customer is generally charged a setup fee. As part of the setup or subsequently, our consultants may also perform other work for the respective customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations. Insofar they add to the functionality of the customer\u2019s FLOW portal, the control over the service is transferred over time as the customer obtains benefit from the service throughout the course of his FLOW subscription. For the purpose of recognizing revenues from these services, the contract life is assumed to be three years. It may be that the actual (remaining) contract life of a FLOW customer is shorter or longer, which would have led to revenue recognition for the service over a different term. Management has judged that on average, however, this leads to an appropriate recognition pattern.
As at 30 September 2023, no significant estimates remain since the Company has divested all of its business operations.
As at 30 September 2022,\u00a0 the major sources of estimation uncertainty, where a change in the underlying assumptions may have had material impact on the income statement of a subsequent period, were the following:
When testing for impairment, a value-in-use model is applied to determine net present values of future cash flows for CGU\u2019s in order to compare with the fixed assets\u2019 carrying values of the CGU. This encompasses management exercising judgment and making certain assumptions. The assumptions applied to which the value-in-use of fixed assets including goodwill is most sensitive are disclosed in the note Intangible fixed assets, starting on page 68.
The Company recognizes deferred tax assets arising from tax losses carried forward and deductible temporary differences, to the extent that it is probable that sufficient future taxable profits will be available against which the deductible temporary differences and tax losses carried forward can be utilized. Assessing the probability of future taxable profits involves significant estimation uncertainty as it requires forecasting taxable income and deductible expenses, while taking into account the horizon to utilize tax losses carried forward. Per 30 September 2022, management has re-assessed the probability of future taxable income and as a consequence, additional deferred tax assets for tax losses carried forward have been recognized, refer to the note Deferred taxes, starting on page 71.
", "dimensions": { "concept": "ifrs-full:ExplanationOfAssumptionAboutFutureWithSignificantRiskOfResultingInMaterialAdjustments", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6038": { "value": "When testing for impairment, a value-in-use model is applied to determine net present values of future cash flows for CGU\u2019s in order to compare with the fixed assets\u2019 carrying values of the CGU. This encompasses management exercising judgment and making certain assumptions. The assumptions applied to which the value-in-use of fixed assets including goodwill is most sensitive are disclosed in the note Intangible fixed assets, starting on page 68.
The Company recognizes deferred tax assets arising from tax losses carried forward and deductible temporary differences, to the extent that it is probable that sufficient future taxable profits will be available against which the deductible temporary differences and tax losses carried forward can be utilized. Assessing the probability of future taxable profits involves significant estimation uncertainty as it requires forecasting taxable income and deductible expenses, while taking into account the horizon to utilize tax losses carried forward. Per 30 September 2022, management has re-assessed the probability of future taxable income and as a consequence, additional deferred tax assets for tax losses carried forward have been recognized, refer to the note Deferred taxes, starting on page 71.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAssetsAndLiabilitiesWithSignificantRiskOfMaterialAdjustmentExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6118": { "value": "The principal accounting policies applied in the preparation of these consolidated financial statements are detailed below and have been prepared on a historical cost basis, unless stated otherwise. These policies have been consistently applied to all the presented years, unless stated otherwise.
The consolidated financial statements include the financial information of Titan N.V. and its former subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure or rights to variable returns from the investee, and the ability of the Company to use its power to affect those variable returns. The assessment of control is based on the substance of the relationship between the Company and the entity and, among other things, considers existing and potential voting rights that are presently exercisable and convertible.
Subsidiaries are consolidated from the date on which the Company obtains control. They will continue to be consolidated until the date that such control ceases. All intercompany balances, transactions, and income and expenses resulting from intercompany transactions are eliminated in full. As at 30 September 2023, the Company no longer has any subsidiaries.
A discontinued operation is a component of the Group\u2019s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations.\u00a0
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.\u00a0
When an operation is classified as a discontinued operation, the income and expenses related to the discontinued operation are presented in the statement of comprehensive income\u00a0on a single line separately from the results of continuing operations. Comparative figures are re-presented as if the operation had been discontinued from the start of the comparative year.
Certain foreign operations have a functional currency other than the Euro depending on the primary environment in which they operate. For consolidation purposes, foreign operations with a foreign functional currency are translated into Euro, the functional currency of Titan N.V. and the designated presentation currency of these consolidated financial statements.
Assets and liabilities of such foreign operations are translated using the closing rate at the balance sheet date. Income and expenses are translated using average exchange rates or the actual rate at the date of the transaction, if more appropriate. All resulting exchange rate differences are recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. In the event of a disposal of a foreign operation, the relevant part of the foreign currency translation reserve pertaining to the respective foreign operation that is sold will be released from equity and included in the realized gain or loss on the sale.\u00a0
Per the balance sheet date, monetary assets and liabilities are translated against the closing exchange rate. Resulting exchange rate differences on monetary items are recognized in profit or loss. Non-monetary items are translated by using the exchange rate at the date of the transaction.
In consolidation, exchange differences resulting from the translation of an intercompany monetary item, which forms part of the net investment in a consolidated foreign operation, is recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
The customer base of acquired businesses is identified as a separate intangible asset upon acquisition, and is initially carried at cost, being its fair value at the acquisition date. Subsequently it is carried at cost less accumulated amortization and impairment. It is amortized over its useful life in a straight-line manner. This is re-assessed annually and adjusted when circumstances give rise to such action.\u00a0
Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
Software purchased from third parties, as well as any related development and implementation costs, are recognized at cost and are amortized based upon a straight-line method over their estimated useful life. The useful life of these assets is reassessed annually and adjusted when circumstances give rise to such action.
Where the Company is party to a SaaS-arrangement as a customer, the costs incurred under such an arrangement (including fees for the use of software and any implementation fees) are not capitalized where the Company does not have control over the software and the arrangement does not contain a lease. These costs are expensed as incurred.
Tangible fixed assets (which include hardware and leasehold improvements) are initially recognized at cost less accumulated depreciation and impairments. Costs include expenses directly attributable to the acquisition of the asset and the expense of replacing a part of the tangible fixed asset when that cost is incurred, and the recognition criteria are met. Each component of an item of tangible fixed assets with an initial carrying value (cost) that is significant in relation to the total cost of the item is separately identified and depreciated over its useful life. Subsequently, tangible fixed assets are depreciated on a straight-line basis over their estimated useful life to their estimated residual value (generally nil).
Useful life estimates are based on management\u2019s best estimate of the amount of time over which economic benefits from these assets will flow to the Company. For leasehold improvements, this period has been limited to the lease term of the respective office buildings, taking into account anticipated extensions of leases. Residual values are reviewed annually and are adjusted when appropriate.
The carrying amount of an asset is derecognized in the event that no future economic benefit is expected to arise from its use or when it is disposed of. Gains and/ or losses on derecognition are the differences between the net disposal proceeds and the carrying value of the asset. Gains and/or losses on derecognition are accounted for in profit or loss.
Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-current non-financial assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To this extent, an assessment is performed at the balance sheet date to establish whether such indicators exist.
An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Impairment losses for cash generating units are first charged against the goodwill balances allocated to that cash generating unit. Any remaining impairments are allocated to the other fixed assets of the cash generating unit.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the balance sheet date.
The income tax expense or credit for the period is the tax payable on the current period\u2019s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses carried forward.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.\u00a0
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill unless that goodwill is deductible in determining taxable result. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Regular way purchases and sales of financial assets are initially recognized when they are originated, being the trade date i.e., the date when the Company becomes a party to the contractual provisions of the instrument.
A financial asset is initially measured at fair value plus, for an item not measured subsequently at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Subsequent to initial recognition, a financial asset that is a debt instrument is classified in one of the following three measurement categories:
Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.\u00a0
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
Cash and cash equivalents are valued at face value and include cash in hand, deposits, and other short-term highly liquid investments with original maturities of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, excluding bank overdrafts.\u00a0
Financial instruments issued by the Company to the extent that they indicate a residual interest in the assets of the Company, including ordinary shares, are classified as equity. All proceeds from the issue of equity instruments, or considerations paid for the purchase of equity instruments, are recognized in equity. Incremental external costs that are directly attributable to the issuing of Titan\u00a0equity instruments are also recognized in equity, net of tax.
Dividends and other distributions to holders of equity instruments are recognized in equity, net of withholding tax. A liability for dividends payable is not recognized until the dividends have been declared and approved by the General Meeting of Shareholders.\u00a0
The Company has issued warrants other than as consideration for goods or services received. Under the terms of the respective contracts, such warrants are derivative financial instruments that will be settled by the Company in own equity instruments. Upon exercise, a fixed amount of ordinary shares is exchanged for a fixed amount of cash. Therefore, such warrants are classified as equity instruments. Consideration received for such warrants upon issue is accounted for in equity. Cash received upon exercise is accounted for in equity as well.\u00a0
Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
The Company recognizes a provision in cases where the Company has a present legal or constructive obligation resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are
measured at management\u2019s best estimate of the future outflow required to settle the obligation. Where the time value of money is material, it is measured at the present value of such future outflow, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The change in the time value of future outflows is recognized under Interest and Other Financial Expense in the statement of comprehensive income.\u00a0
To the extent that future events are likely to occur and are expected to have an effect on the amount required to settle a recognized liability, these future events are taken into consideration in determining the appropriate provision level. Provisions are reviewed at each balance sheet date and will be adjusted to reflect the current best estimate.\u00a0
The Company recognizes revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company recognizes revenue upon the satisfaction of performance obligations, which occurs when control of the good or service transfers to the customer. Control can transfer at a point in time or over time.
Up until the divestment of the Company's business on 13 September 2023, the Company had four revenue streams, namely:
Such revenues are included in the result from discontinued operations in the statement of comprehensive income.
We have described the revenue recognition for each of the revenue streams below using the 5-step model of IFRS 15 'Revenue from Contracts with Customers'.\u00a0
For each service and thus for each revenue stream the Company enters into a contract with a customer which outlines the parties\u2019 rights and obligations, the consideration and our general terms and conditions. Our general conditions include a net 30-day payment term from invoice date and do not contain warranties or return obligations. SaaS and maintenance fees are typically invoiced upfront. As the period over which the invoicing up front takes place generally does not exceed a year, the Company applies the practical expedient of IFRS 15 with respect to the existence of a significant financing component, which is then not deemed to exist.
The service under a SaaS contract is the ongoing effort of the Company to provide connectivity of the FLOW portal to the customer and its trading partners in order to allow the exchange of data between the customer and each trading partner. When setting up the service, the FLOW portal is typically connected to other data networks. The FLOW portal is owned and controlled by the Company and not transferred to the customer.\u00a0
Through the SaaS, the customer connects with the FLOW portal, either using his own VAN (Value Added Network) or through a closed network or through a VAN network controlled by the Company.\u00a0Once the customer is connected/set up, the customer benefits directly from the service and will continue to benefit from the service until contract end.
Our contracts may include non-refundable upfront fees for setting the customer up. During the set-up the FLOW platform is prepared for use by the customer. Usually, the setup phase for a customer project involves a consultant or a group of consultants in order to define, configure, implement test and deploy the customer\u2019s contracted features before putting them in production in the (SaaS) environment. Usual work performed includes connecting FLOW to the customer's ERP-system, mappings, business processes setup, workflow configuration, notifications setup, portal setup, business rules configuration, communication setup, building landing pages, etc.
These services are not transferred to the customer separate from the SaaS performance. Since no good or service is transferred to the customer separately, the set-up is not considered to be a performance obligation. Rather, the setup fee is included in the revenue that is allocated to the SaaS performance obligation.
As part of the setup or subsequently, our consultants may also perform other work for a FLOW customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations since they are distinct from the FLOW portal. This is because the customer is able to benefit from the
service together with their FLOW portal (that is readily available to the customer), and the service is separately identifiable.
SaaS contracts include a component for a bundle of messages which the client can process via the FLOW portal, plus an option for additional messages sent beyond the contracted volumes (\u201coverage\u201d). As any unused capacity under the contracted bundle cannot be carried forward to a subsequent period, this is not distinct and as such not identified as a separate performance obligation.
The Company provides, predominantly connected to license revenue, post-contract maintenance and support services. Maintenance services are tasks performed periodically in order to maintain, improve and secure the level of services and/or security. These services are considered to be distinct from the license.\u00a0
The Company provides consultancy services which comprise of various kinds of consulting, including software customization work, or on how to increase revenue by using cloud automation, through A/B testing and personalization, with enterprise search and by using big data / machine learning. These consultancy services are sold in hours or bundles of hours. The performance obligation of the Company is to provide the customer with these consultancy hours.
The Company licenses certain products to its customers and are typically installed on the customer\u2019s server which is the Company\u2019s performance obligation. Licensed products represent a right to use the software to which the Company has the intellectual property rights. The life of the license is in principle indefinite and no updates are necessary for the proper operation of the licensed software. As such, the installed licensed software is the Company\u2019s performance obligation.
Transaction price is stipulated in the contract and typically has a fixed component (SaaS fees, if applicable a non-refundable set-up fee, plus a contractual bundle of messages component), and a variable component for additional messages sent beyond the contracted volumes. There are no volume discounts given when message levels exceed contracted volumes.
The fixed component of the transaction price is allocated to the SaaS performance obligation. The variable component of the transaction price represents a usage-based royalty that is also allocated to the SaaS performance obligation.
Contract durations are between 1 to 5 years (on average 3 years) with payment for use of the FLOW portal (including data networks) occurring always upfront for the entire contract period or part of the contract period.
The transaction prices of the revenue streams are based on internal price lists and agreed with the customer in a contract. The prices are separately included in the contract and are the standalone selling prices. The transaction price is allocated to the single performance obligations which are described above.\u00a0
Software as a Service revenue (that is, the fixed component of the total consideration) is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Revenue from consultancy services supportive of SaaS are classified as SaaS revenues and recognized over the course of the SaaS contract period. Reference is also made to the Significant accounting estimates and judgments, starting on page 52. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Overage revenues are recognized in the period in which the usage occurs, and the SaaS performance obligation has been partially satisfied for the respective period.
Maintenance and Support revenue is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide maintenance and support on an as-needed basis.
Consultancy revenue is recognized over time as control over the services is transferred as the customer utilizes the contracted consultancy hours. Progress is measured on the input method (hours utilization), as the ratio of hours utilized to total hours most faithfully represents the Company's performance under its promise to provide consultancy services.
License revenue is recognized at a point in time because the customer has the indefinite right to use the (software) license when control is transferred.
A contract asset represents the right to consideration in exchange for goods or services transferred to the customer. If the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.\u00a0
A contract asset becomes a receivable when the Company\u2019s right to consideration is unconditional, which is the case when only the passage of time is required before payment of the consideration is due.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company satisfies the performance obligation. The contract liability recognized by the Company relates to the Company\u2019s obligation to fulfil the contract.
Capitalized costs incurred to fulfill customer contracts consist of direct costs for set-up of the FLOW platform (as well as other consultancy projects supportive of SaaS) for customers under SaaS-contracts, as far as these costs are not in scope of other standards than IFRS 15 and as far as they are expected to be recovered. These costs are amortized after completion of the set-up on a straight-line basis over the average expected customer life (refer to Significant accounting estimates and judgments, starting on page 52). Amortization of capitalized costs to fulfill contracts is included in the Cost of Sales in the statement of comprehensive income.
Grants from a government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Where governments grants become receivable as compensation for expenses or losses already incurred, they are recognized in profit or loss in the period in which they become receivable.
Short term employee benefits entail salaries payable over past service, short-term compensated absences that are expected to occur within twelve months after the end of the period in which the employee renders the related service, profit sharing, or bonus arrangements. A liability is set up to the extent that amounts are due based on rendered services. Short term employee benefits expenses are presented in the statement of comprehensive income net of government grants received in relation to the Company\u2019s employee benefit costs.\u00a0
Termination benefits are the result of the Company\u2019s decision to terminate an employee\u2019s employment before normal retirement date. Termination benefits are expensed immediately when the Company is demonstrably committed to terminate employment prior to normal retirement date. The termination benefits include all termination of employment related expenses.\u00a0
The Company operates with insured defined contribution pension plans in the Netherlands and France. Under the terms and conditions of this plan, the Company has no obligation towards the employees covered under the plan, other than to pay a fixed contribution. The contributions payable are recognized as an expense in income. To the extent that the paid amount exceeds the amount due for services rendered, an asset is recognized. Plan contributions payable to a third-party insurer are recognized as a liability.\u00a0
The Company has a defined benefit arrangement in place for a single employee in Germany. This plan is unfunded and only a defined benefit obligation is recognized for it. In addition, the Company also has a defined benefit arrangement in place for employees in France. This plan is also unfunded and only a defined benefit obligation is recognized for it.\u00a0 As this plan is immaterial, no further details are provided in these consolidated financial statements.\u00a0
In the US, the Company staff participated in a corporate 401(k) savings plan with discretionary contributions. These discretionary payments are recognized in profit or loss if and when they are paid into the plan.
In 2016 the Company has implemented a Performance Share Plan. Under this Plan, certain members of the Company's Management Team may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). In the past, stock options were also granted under a Stock Option Plan to Company\u00a0staff that entitles staff members to receive equity instruments it has issued. These grants of shares and of stock options are classified as equity settled share-based payment plans.
Granted shares vest immediately at the grant date in absence of a service condition. Stock options granted had a vesting period of three years. The expense resulting from these grants is based on the fair value of the instruments at grant date. The corresponding expense is recognized in profit or loss, with the offsetting entry in equity over the term in which the services are rendered, i.e., the vesting period where this applies. The expense reflects management\u2019s best estimate of the number of instruments expected to vest, where applicable. Any consideration received, net of any directly attributable transaction costs, is accounted for in equity upon issue of shares or exercise of the options. When the non-vesting condition under the Performance Share Plan is not satisfied, or when a stock option is cancelled, the grant is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the grant is recognized immediately. However, if a new stock option is awarded in substitution of the cancelled stock option, the substitution is treated as if it is a modification of the original. An additional expense is recognized to the extent the modification results in an increased fair value of the modified stock options, compared to the original ones.\u00a0
The Company leased various offices and vehicles to support its operations. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The Company recognizes a right-of-use asset representing its right to use the underlying leased asset, and a lease liability representing its obligation to make lease payments.
Lease liabilities are initially measured at the present value of lease payments not yet paid at commencement date, less any lease incentives receivable. Such lease payments include fixed payments but may also include lease payments to be made under extension options to the extent that it is reasonably certain that the Company will exercise such an option. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the incremental borrowing rate is used. This is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset\u00a0in a similar economic environment.
Lease payments are allocated between principal and finance cost. After initial recognition, the lease liability is increased by the finance cost, which is recognized in profit or loss as part of Interest and Other Financial Expense, and decreased by principal payments made. The lease liability is remeasured when there is a change in future lease payments or based on changes in the assessment of execution of certain extension or termination options in the contracts. The Company applies judgement to determine the lease term for lease contracts that contain renewal options.
Right-of-use assets are initially measured at cost, which comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs. The right-of-use asset is subsequently carried at cost less accumulated depreciation and impairment losses. It is depreciated over the shorter of the asset\u2019s useful life and the lease term on a straight-line basis. The right-of-use asset is adjusted for certain re-measurements of the lease liabilities.
The Company recognizes lease payments associated with short term leases (lease term <1 year) as well as low value leases (value of the leased asset < \u20ac 5k) as an expense on a straight-line basis over the lease term.
Basic earnings per share are calculated by dividing net income attributable to equity holders of the Company by the weighted average number of outstanding shares. Diluted earnings per share take into effect the dilutive effect of outstanding warrants upon exercise. The dilutive effect of these instruments equals the number of shares issuable under the terms and conditions of these arrangements for no consideration. Warrants are considered non-dilutive when the exercise price is in excess of the average market price of the shares of the Company during the period.
Expenses are presented in the consolidated statement of comprehensive income according to their function. Management has defined the functions of expenses as follows:
The cash flows from operating activities in the statement of cash flows are presented in accordance with the indirect method. Under this method, the income before tax is adjusted for items in the profit and loss account that do not influence receipts and expenditures during the year, movements in balance sheet items, and profit and loss account items not relating to operating activities. Transactions not involving a cash inflow or outflow are not included in the statement of cash flows. The cash position in the statement of cash flows consists solely of cash and cash equivalents. Exchange differences on cash and cash equivalents are presented separately in the statement of cash flows. Interest received and paid as well as income taxes paid are included in the cash flows from operating activities. Dividends paid are included in the cash flows from financing activities. The selling price of divested group companies (divestments) is presented in the cash flows from investing activities insofar as payment has been received in cash, net of any cash balances present in divested group companies. Cash flows relating to discontinued operations have been presented separately from cash flows relating to continuing operations.
These consolidated financial statements include the effects of events occurring between balance sheet date and the date these financial statements are authorized for issue, to the extent that these events provide evidence of conditions that existed at the balance sheet date. Where effects of events that arise post-balance sheet date are disclosed, they have not resulted in an adjustment of the financial statements.
The principal accounting policies applied in the preparation of these consolidated financial statements are detailed below and have been prepared on a historical cost basis, unless stated otherwise. These policies have been consistently applied to all the presented years, unless stated otherwise.
The consolidated financial statements include the financial information of Titan N.V. and its former subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure or rights to variable returns from the investee, and the ability of the Company to use its power to affect those variable returns. The assessment of control is based on the substance of the relationship between the Company and the entity and, among other things, considers existing and potential voting rights that are presently exercisable and convertible.
Subsidiaries are consolidated from the date on which the Company obtains control. They will continue to be consolidated until the date that such control ceases. All intercompany balances, transactions, and income and expenses resulting from intercompany transactions are eliminated in full. As at 30 September 2023, the Company no longer has any subsidiaries.
A discontinued operation is a component of the Group\u2019s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations.\u00a0
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.\u00a0
When an operation is classified as a discontinued operation, the income and expenses related to the discontinued operation are presented in the statement of comprehensive income\u00a0on a single line separately from the results of continuing operations. Comparative figures are re-presented as if the operation had been discontinued from the start of the comparative year.
Certain foreign operations have a functional currency other than the Euro depending on the primary environment in which they operate. For consolidation purposes, foreign operations with a foreign functional currency are translated into Euro, the functional currency of Titan N.V. and the designated presentation currency of these consolidated financial statements.
Assets and liabilities of such foreign operations are translated using the closing rate at the balance sheet date. Income and expenses are translated using average exchange rates or the actual rate at the date of the transaction, if more appropriate. All resulting exchange rate differences are recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. In the event of a disposal of a foreign operation, the relevant part of the foreign currency translation reserve pertaining to the respective foreign operation that is sold will be released from equity and included in the realized gain or loss on the sale.\u00a0
Per the balance sheet date, monetary assets and liabilities are translated against the closing exchange rate. Resulting exchange rate differences on monetary items are recognized in profit or loss. Non-monetary items are translated by using the exchange rate at the date of the transaction.
In consolidation, exchange differences resulting from the translation of an intercompany monetary item, which forms part of the net investment in a consolidated foreign operation, is recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
The customer base of acquired businesses is identified as a separate intangible asset upon acquisition, and is initially carried at cost, being its fair value at the acquisition date. Subsequently it is carried at cost less accumulated amortization and impairment. It is amortized over its useful life in a straight-line manner. This is re-assessed annually and adjusted when circumstances give rise to such action.\u00a0
Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
Software purchased from third parties, as well as any related development and implementation costs, are recognized at cost and are amortized based upon a straight-line method over their estimated useful life. The useful life of these assets is reassessed annually and adjusted when circumstances give rise to such action.
Where the Company is party to a SaaS-arrangement as a customer, the costs incurred under such an arrangement (including fees for the use of software and any implementation fees) are not capitalized where the Company does not have control over the software and the arrangement does not contain a lease. These costs are expensed as incurred.
Tangible fixed assets (which include hardware and leasehold improvements) are initially recognized at cost less accumulated depreciation and impairments. Costs include expenses directly attributable to the acquisition of the asset and the expense of replacing a part of the tangible fixed asset when that cost is incurred, and the recognition criteria are met. Each component of an item of tangible fixed assets with an initial carrying value (cost) that is significant in relation to the total cost of the item is separately identified and depreciated over its useful life. Subsequently, tangible fixed assets are depreciated on a straight-line basis over their estimated useful life to their estimated residual value (generally nil).
Useful life estimates are based on management\u2019s best estimate of the amount of time over which economic benefits from these assets will flow to the Company. For leasehold improvements, this period has been limited to the lease term of the respective office buildings, taking into account anticipated extensions of leases. Residual values are reviewed annually and are adjusted when appropriate.
The carrying amount of an asset is derecognized in the event that no future economic benefit is expected to arise from its use or when it is disposed of. Gains and/ or losses on derecognition are the differences between the net disposal proceeds and the carrying value of the asset. Gains and/or losses on derecognition are accounted for in profit or loss.
Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-current non-financial assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To this extent, an assessment is performed at the balance sheet date to establish whether such indicators exist.
An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Impairment losses for cash generating units are first charged against the goodwill balances allocated to that cash generating unit. Any remaining impairments are allocated to the other fixed assets of the cash generating unit.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the balance sheet date.
The income tax expense or credit for the period is the tax payable on the current period\u2019s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses carried forward.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.\u00a0
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill unless that goodwill is deductible in determining taxable result. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Regular way purchases and sales of financial assets are initially recognized when they are originated, being the trade date i.e., the date when the Company becomes a party to the contractual provisions of the instrument.
A financial asset is initially measured at fair value plus, for an item not measured subsequently at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Subsequent to initial recognition, a financial asset that is a debt instrument is classified in one of the following three measurement categories:
Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.\u00a0
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
Cash and cash equivalents are valued at face value and include cash in hand, deposits, and other short-term highly liquid investments with original maturities of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, excluding bank overdrafts.\u00a0
Financial instruments issued by the Company to the extent that they indicate a residual interest in the assets of the Company, including ordinary shares, are classified as equity. All proceeds from the issue of equity instruments, or considerations paid for the purchase of equity instruments, are recognized in equity. Incremental external costs that are directly attributable to the issuing of Titan\u00a0equity instruments are also recognized in equity, net of tax.
Dividends and other distributions to holders of equity instruments are recognized in equity, net of withholding tax. A liability for dividends payable is not recognized until the dividends have been declared and approved by the General Meeting of Shareholders.\u00a0
The Company has issued warrants other than as consideration for goods or services received. Under the terms of the respective contracts, such warrants are derivative financial instruments that will be settled by the Company in own equity instruments. Upon exercise, a fixed amount of ordinary shares is exchanged for a fixed amount of cash. Therefore, such warrants are classified as equity instruments. Consideration received for such warrants upon issue is accounted for in equity. Cash received upon exercise is accounted for in equity as well.\u00a0
Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
The Company recognizes a provision in cases where the Company has a present legal or constructive obligation resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are
measured at management\u2019s best estimate of the future outflow required to settle the obligation. Where the time value of money is material, it is measured at the present value of such future outflow, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The change in the time value of future outflows is recognized under Interest and Other Financial Expense in the statement of comprehensive income.\u00a0
To the extent that future events are likely to occur and are expected to have an effect on the amount required to settle a recognized liability, these future events are taken into consideration in determining the appropriate provision level. Provisions are reviewed at each balance sheet date and will be adjusted to reflect the current best estimate.\u00a0
The Company recognizes revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company recognizes revenue upon the satisfaction of performance obligations, which occurs when control of the good or service transfers to the customer. Control can transfer at a point in time or over time.
Up until the divestment of the Company's business on 13 September 2023, the Company had four revenue streams, namely:
Such revenues are included in the result from discontinued operations in the statement of comprehensive income.
We have described the revenue recognition for each of the revenue streams below using the 5-step model of IFRS 15 'Revenue from Contracts with Customers'.\u00a0
For each service and thus for each revenue stream the Company enters into a contract with a customer which outlines the parties\u2019 rights and obligations, the consideration and our general terms and conditions. Our general conditions include a net 30-day payment term from invoice date and do not contain warranties or return obligations. SaaS and maintenance fees are typically invoiced upfront. As the period over which the invoicing up front takes place generally does not exceed a year, the Company applies the practical expedient of IFRS 15 with respect to the existence of a significant financing component, which is then not deemed to exist.
The service under a SaaS contract is the ongoing effort of the Company to provide connectivity of the FLOW portal to the customer and its trading partners in order to allow the exchange of data between the customer and each trading partner. When setting up the service, the FLOW portal is typically connected to other data networks. The FLOW portal is owned and controlled by the Company and not transferred to the customer.\u00a0
Through the SaaS, the customer connects with the FLOW portal, either using his own VAN (Value Added Network) or through a closed network or through a VAN network controlled by the Company.\u00a0Once the customer is connected/set up, the customer benefits directly from the service and will continue to benefit from the service until contract end.
Our contracts may include non-refundable upfront fees for setting the customer up. During the set-up the FLOW platform is prepared for use by the customer. Usually, the setup phase for a customer project involves a consultant or a group of consultants in order to define, configure, implement test and deploy the customer\u2019s contracted features before putting them in production in the (SaaS) environment. Usual work performed includes connecting FLOW to the customer's ERP-system, mappings, business processes setup, workflow configuration, notifications setup, portal setup, business rules configuration, communication setup, building landing pages, etc.
These services are not transferred to the customer separate from the SaaS performance. Since no good or service is transferred to the customer separately, the set-up is not considered to be a performance obligation. Rather, the setup fee is included in the revenue that is allocated to the SaaS performance obligation.
As part of the setup or subsequently, our consultants may also perform other work for a FLOW customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations since they are distinct from the FLOW portal. This is because the customer is able to benefit from the
service together with their FLOW portal (that is readily available to the customer), and the service is separately identifiable.
SaaS contracts include a component for a bundle of messages which the client can process via the FLOW portal, plus an option for additional messages sent beyond the contracted volumes (\u201coverage\u201d). As any unused capacity under the contracted bundle cannot be carried forward to a subsequent period, this is not distinct and as such not identified as a separate performance obligation.
The Company provides, predominantly connected to license revenue, post-contract maintenance and support services. Maintenance services are tasks performed periodically in order to maintain, improve and secure the level of services and/or security. These services are considered to be distinct from the license.\u00a0
The Company provides consultancy services which comprise of various kinds of consulting, including software customization work, or on how to increase revenue by using cloud automation, through A/B testing and personalization, with enterprise search and by using big data / machine learning. These consultancy services are sold in hours or bundles of hours. The performance obligation of the Company is to provide the customer with these consultancy hours.
The Company licenses certain products to its customers and are typically installed on the customer\u2019s server which is the Company\u2019s performance obligation. Licensed products represent a right to use the software to which the Company has the intellectual property rights. The life of the license is in principle indefinite and no updates are necessary for the proper operation of the licensed software. As such, the installed licensed software is the Company\u2019s performance obligation.
Transaction price is stipulated in the contract and typically has a fixed component (SaaS fees, if applicable a non-refundable set-up fee, plus a contractual bundle of messages component), and a variable component for additional messages sent beyond the contracted volumes. There are no volume discounts given when message levels exceed contracted volumes.
The fixed component of the transaction price is allocated to the SaaS performance obligation. The variable component of the transaction price represents a usage-based royalty that is also allocated to the SaaS performance obligation.
Contract durations are between 1 to 5 years (on average 3 years) with payment for use of the FLOW portal (including data networks) occurring always upfront for the entire contract period or part of the contract period.
The transaction prices of the revenue streams are based on internal price lists and agreed with the customer in a contract. The prices are separately included in the contract and are the standalone selling prices. The transaction price is allocated to the single performance obligations which are described above.\u00a0
Software as a Service revenue (that is, the fixed component of the total consideration) is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Revenue from consultancy services supportive of SaaS are classified as SaaS revenues and recognized over the course of the SaaS contract period. Reference is also made to the Significant accounting estimates and judgments, starting on page 52. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Overage revenues are recognized in the period in which the usage occurs, and the SaaS performance obligation has been partially satisfied for the respective period.
Maintenance and Support revenue is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide maintenance and support on an as-needed basis.
Consultancy revenue is recognized over time as control over the services is transferred as the customer utilizes the contracted consultancy hours. Progress is measured on the input method (hours utilization), as the ratio of hours utilized to total hours most faithfully represents the Company's performance under its promise to provide consultancy services.
License revenue is recognized at a point in time because the customer has the indefinite right to use the (software) license when control is transferred.
A contract asset represents the right to consideration in exchange for goods or services transferred to the customer. If the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.\u00a0
A contract asset becomes a receivable when the Company\u2019s right to consideration is unconditional, which is the case when only the passage of time is required before payment of the consideration is due.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company satisfies the performance obligation. The contract liability recognized by the Company relates to the Company\u2019s obligation to fulfil the contract.
Capitalized costs incurred to fulfill customer contracts consist of direct costs for set-up of the FLOW platform (as well as other consultancy projects supportive of SaaS) for customers under SaaS-contracts, as far as these costs are not in scope of other standards than IFRS 15 and as far as they are expected to be recovered. These costs are amortized after completion of the set-up on a straight-line basis over the average expected customer life (refer to Significant accounting estimates and judgments, starting on page 52). Amortization of capitalized costs to fulfill contracts is included in the Cost of Sales in the statement of comprehensive income.
Grants from a government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Where governments grants become receivable as compensation for expenses or losses already incurred, they are recognized in profit or loss in the period in which they become receivable.
Short term employee benefits entail salaries payable over past service, short-term compensated absences that are expected to occur within twelve months after the end of the period in which the employee renders the related service, profit sharing, or bonus arrangements. A liability is set up to the extent that amounts are due based on rendered services. Short term employee benefits expenses are presented in the statement of comprehensive income net of government grants received in relation to the Company\u2019s employee benefit costs.\u00a0
Termination benefits are the result of the Company\u2019s decision to terminate an employee\u2019s employment before normal retirement date. Termination benefits are expensed immediately when the Company is demonstrably committed to terminate employment prior to normal retirement date. The termination benefits include all termination of employment related expenses.\u00a0
The Company operates with insured defined contribution pension plans in the Netherlands and France. Under the terms and conditions of this plan, the Company has no obligation towards the employees covered under the plan, other than to pay a fixed contribution. The contributions payable are recognized as an expense in income. To the extent that the paid amount exceeds the amount due for services rendered, an asset is recognized. Plan contributions payable to a third-party insurer are recognized as a liability.\u00a0
The Company has a defined benefit arrangement in place for a single employee in Germany. This plan is unfunded and only a defined benefit obligation is recognized for it. In addition, the Company also has a defined benefit arrangement in place for employees in France. This plan is also unfunded and only a defined benefit obligation is recognized for it.\u00a0 As this plan is immaterial, no further details are provided in these consolidated financial statements.\u00a0
In the US, the Company staff participated in a corporate 401(k) savings plan with discretionary contributions. These discretionary payments are recognized in profit or loss if and when they are paid into the plan.
In 2016 the Company has implemented a Performance Share Plan. Under this Plan, certain members of the Company's Management Team may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). In the past, stock options were also granted under a Stock Option Plan to Company\u00a0staff that entitles staff members to receive equity instruments it has issued. These grants of shares and of stock options are classified as equity settled share-based payment plans.
Granted shares vest immediately at the grant date in absence of a service condition. Stock options granted had a vesting period of three years. The expense resulting from these grants is based on the fair value of the instruments at grant date. The corresponding expense is recognized in profit or loss, with the offsetting entry in equity over the term in which the services are rendered, i.e., the vesting period where this applies. The expense reflects management\u2019s best estimate of the number of instruments expected to vest, where applicable. Any consideration received, net of any directly attributable transaction costs, is accounted for in equity upon issue of shares or exercise of the options. When the non-vesting condition under the Performance Share Plan is not satisfied, or when a stock option is cancelled, the grant is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the grant is recognized immediately. However, if a new stock option is awarded in substitution of the cancelled stock option, the substitution is treated as if it is a modification of the original. An additional expense is recognized to the extent the modification results in an increased fair value of the modified stock options, compared to the original ones.\u00a0
The Company leased various offices and vehicles to support its operations. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The Company recognizes a right-of-use asset representing its right to use the underlying leased asset, and a lease liability representing its obligation to make lease payments.
Lease liabilities are initially measured at the present value of lease payments not yet paid at commencement date, less any lease incentives receivable. Such lease payments include fixed payments but may also include lease payments to be made under extension options to the extent that it is reasonably certain that the Company will exercise such an option. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the incremental borrowing rate is used. This is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset\u00a0in a similar economic environment.
Lease payments are allocated between principal and finance cost. After initial recognition, the lease liability is increased by the finance cost, which is recognized in profit or loss as part of Interest and Other Financial Expense, and decreased by principal payments made. The lease liability is remeasured when there is a change in future lease payments or based on changes in the assessment of execution of certain extension or termination options in the contracts. The Company applies judgement to determine the lease term for lease contracts that contain renewal options.
Right-of-use assets are initially measured at cost, which comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs. The right-of-use asset is subsequently carried at cost less accumulated depreciation and impairment losses. It is depreciated over the shorter of the asset\u2019s useful life and the lease term on a straight-line basis. The right-of-use asset is adjusted for certain re-measurements of the lease liabilities.
The Company recognizes lease payments associated with short term leases (lease term <1 year) as well as low value leases (value of the leased asset < \u20ac 5k) as an expense on a straight-line basis over the lease term.
Basic earnings per share are calculated by dividing net income attributable to equity holders of the Company by the weighted average number of outstanding shares. Diluted earnings per share take into effect the dilutive effect of outstanding warrants upon exercise. The dilutive effect of these instruments equals the number of shares issuable under the terms and conditions of these arrangements for no consideration. Warrants are considered non-dilutive when the exercise price is in excess of the average market price of the shares of the Company during the period.
Expenses are presented in the consolidated statement of comprehensive income according to their function. Management has defined the functions of expenses as follows:
The cash flows from operating activities in the statement of cash flows are presented in accordance with the indirect method. Under this method, the income before tax is adjusted for items in the profit and loss account that do not influence receipts and expenditures during the year, movements in balance sheet items, and profit and loss account items not relating to operating activities. Transactions not involving a cash inflow or outflow are not included in the statement of cash flows. The cash position in the statement of cash flows consists solely of cash and cash equivalents. Exchange differences on cash and cash equivalents are presented separately in the statement of cash flows. Interest received and paid as well as income taxes paid are included in the cash flows from operating activities. Dividends paid are included in the cash flows from financing activities. The selling price of divested group companies (divestments) is presented in the cash flows from investing activities insofar as payment has been received in cash, net of any cash balances present in divested group companies. Cash flows relating to discontinued operations have been presented separately from cash flows relating to continuing operations.
These consolidated financial statements include the effects of events occurring between balance sheet date and the date these financial statements are authorized for issue, to the extent that these events provide evidence of conditions that existed at the balance sheet date. Where effects of events that arise post-balance sheet date are disclosed, they have not resulted in an adjustment of the financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6123": { "value": "The consolidated financial statements include the financial information of Titan N.V. and its former subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure or rights to variable returns from the investee, and the ability of the Company to use its power to affect those variable returns. The assessment of control is based on the substance of the relationship between the Company and the entity and, among other things, considers existing and potential voting rights that are presently exercisable and convertible.
Subsidiaries are consolidated from the date on which the Company obtains control. They will continue to be consolidated until the date that such control ceases. All intercompany balances, transactions, and income and expenses resulting from intercompany transactions are eliminated in full. As at 30 September 2023, the Company no longer has any subsidiaries.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6127": { "value": "A discontinued operation is a component of the Group\u2019s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations.\u00a0
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.\u00a0
When an operation is classified as a discontinued operation, the income and expenses related to the discontinued operation are presented in the statement of comprehensive income\u00a0on a single line separately from the results of continuing operations. Comparative figures are re-presented as if the operation had been discontinued from the start of the comparative year.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6187": { "value": "Certain foreign operations have a functional currency other than the Euro depending on the primary environment in which they operate. For consolidation purposes, foreign operations with a foreign functional currency are translated into Euro, the functional currency of Titan N.V. and the designated presentation currency of these consolidated financial statements.
Assets and liabilities of such foreign operations are translated using the closing rate at the balance sheet date. Income and expenses are translated using average exchange rates or the actual rate at the date of the transaction, if more appropriate. All resulting exchange rate differences are recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. In the event of a disposal of a foreign operation, the relevant part of the foreign currency translation reserve pertaining to the respective foreign operation that is sold will be released from equity and included in the realized gain or loss on the sale.\u00a0
Per the balance sheet date, monetary assets and liabilities are translated against the closing exchange rate. Resulting exchange rate differences on monetary items are recognized in profit or loss. Non-monetary items are translated by using the exchange rate at the date of the transaction.
In consolidation, exchange differences resulting from the translation of an intercompany monetary item, which forms part of the net investment in a consolidated foreign operation, is recognized in other comprehensive income and consequently in the foreign currency translation reserve in equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6189": { "value": "Certain foreign operations have a functional currency other than the Euro depending on the primary environment in which they operate. For consolidation purposes, foreign operations with a foreign functional currency are translated into Euro, the functional currency of Titan N.V. and the designated presentation currency of these consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6194": { "value": "Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
The customer base of acquired businesses is identified as a separate intangible asset upon acquisition, and is initially carried at cost, being its fair value at the acquisition date. Subsequently it is carried at cost less accumulated amortization and impairment. It is amortized over its useful life in a straight-line manner. This is re-assessed annually and adjusted when circumstances give rise to such action.\u00a0
Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
Software purchased from third parties, as well as any related development and implementation costs, are recognized at cost and are amortized based upon a straight-line method over their estimated useful life. The useful life of these assets is reassessed annually and adjusted when circumstances give rise to such action.
Where the Company is party to a SaaS-arrangement as a customer, the costs incurred under such an arrangement (including fees for the use of software and any implementation fees) are not capitalized where the Company does not have control over the software and the arrangement does not contain a lease. These costs are expensed as incurred.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6196": { "value": "Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6197": { "value": "Goodwill arising from a business combination is recognized as an intangible asset and is measured initially as the difference between the fair value of the net identifiable assets and the sum of the consideration transferred plus any non-controlling interest recognized, if applicable. Subsequently, goodwill is carried at cost less accumulated impairment charges.
From the acquisition date, goodwill is allocated to (groups of) cash generating units that are expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level, being country level.
Upon disposal of a cash generating unit to which goodwill has been allocated, the remaining goodwill balance associated with that operation will be included in the carrying amount of the operation when determining the gain or loss on disposal.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6202": { "value": "The customer base of acquired businesses is identified as a separate intangible asset upon acquisition, and is initially carried at cost, being its fair value at the acquisition date. Subsequently it is carried at cost less accumulated amortization and impairment. It is amortized over its useful life in a straight-line manner. This is re-assessed annually and adjusted when circumstances give rise to such action.\u00a0
Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
Software purchased from third parties, as well as any related development and implementation costs, are recognized at cost and are amortized based upon a straight-line method over their estimated useful life. The useful life of these assets is reassessed annually and adjusted when circumstances give rise to such action.
Where the Company is party to a SaaS-arrangement as a customer, the costs incurred under such an arrangement (including fees for the use of software and any implementation fees) are not capitalized where the Company does not have control over the software and the arrangement does not contain a lease. These costs are expensed as incurred.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6205": { "value": "Projects for the development of software are broken down into a research phase and a development phase. The costs pertaining to research are expensed immediately. The development costs are recognized as an intangible asset after establishing the technical feasibility of the project, future economic benefits from the project are deemed probable, sufficient resources are available and devoted to the project to facilitate successful completion and the Company can reliably measure the expenditure attributable to the intangible asset during its development. Development costs are carried at a cost less amortization and accumulated impairments.
The useful life assessment is based on the current experience and the present economic and technological environment. The useful life of this asset is reassessed annually and adjusted when circumstances give rise to such action.\u00a0
All FLOW development costs were monitored per commercial module. All FLOW modules are developed under the direction of the CTO and Management Team. FLOW product modules compete with products developed by other vendors in the marketplace and may be expected to be replaced by our next generation products after their useful life, over which they are amortized on a straight-line basis.
Development costs of products other than FLOW were amortized straight-line based on their expected useful life.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6271": { "value": "Tangible fixed assets (which include hardware and leasehold improvements) are initially recognized at cost less accumulated depreciation and impairments. Costs include expenses directly attributable to the acquisition of the asset and the expense of replacing a part of the tangible fixed asset when that cost is incurred, and the recognition criteria are met. Each component of an item of tangible fixed assets with an initial carrying value (cost) that is significant in relation to the total cost of the item is separately identified and depreciated over its useful life. Subsequently, tangible fixed assets are depreciated on a straight-line basis over their estimated useful life to their estimated residual value (generally nil).
Useful life estimates are based on management\u2019s best estimate of the amount of time over which economic benefits from these assets will flow to the Company. For leasehold improvements, this period has been limited to the lease term of the respective office buildings, taking into account anticipated extensions of leases. Residual values are reviewed annually and are adjusted when appropriate.
The carrying amount of an asset is derecognized in the event that no future economic benefit is expected to arise from its use or when it is disposed of. Gains and/ or losses on derecognition are the differences between the net disposal proceeds and the carrying value of the asset. Gains and/or losses on derecognition are accounted for in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6273": { "value": "Tangible fixed assets (which include hardware and leasehold improvements) are initially recognized at cost less accumulated depreciation and impairments. Costs include expenses directly attributable to the acquisition of the asset and the expense of replacing a part of the tangible fixed asset when that cost is incurred, and the recognition criteria are met. Each component of an item of tangible fixed assets with an initial carrying value (cost) that is significant in relation to the total cost of the item is separately identified and depreciated over its useful life. Subsequently, tangible fixed assets are depreciated on a straight-line basis over their estimated useful life to their estimated residual value (generally nil).
Useful life estimates are based on management\u2019s best estimate of the amount of time over which economic benefits from these assets will flow to the Company. For leasehold improvements, this period has been limited to the lease term of the respective office buildings, taking into account anticipated extensions of leases. Residual values are reviewed annually and are adjusted when appropriate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6277": { "value": "Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-current non-financial assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To this extent, an assessment is performed at the balance sheet date to establish whether such indicators exist.
An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Impairment losses for cash generating units are first charged against the goodwill balances allocated to that cash generating unit. Any remaining impairments are allocated to the other fixed assets of the cash generating unit.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the balance sheet date.
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6278": { "value": "Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-current non-financial assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To this extent, an assessment is performed at the balance sheet date to establish whether such indicators exist.
An impairment loss is recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Impairment losses for cash generating units are first charged against the goodwill balances allocated to that cash generating unit. Any remaining impairments are allocated to the other fixed assets of the cash generating unit.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the balance sheet date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6283": { "value": "The income tax expense or credit for the period is the tax payable on the current period\u2019s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses carried forward.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.\u00a0
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill unless that goodwill is deductible in determining taxable result. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6343": { "value": "Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill unless that goodwill is deductible in determining taxable result. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6348": { "value": "Regular way purchases and sales of financial assets are initially recognized when they are originated, being the trade date i.e., the date when the Company becomes a party to the contractual provisions of the instrument.
A financial asset is initially measured at fair value plus, for an item not measured subsequently at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Subsequent to initial recognition, a financial asset that is a debt instrument is classified in one of the following three measurement categories:
Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.\u00a0
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6349": { "value": "Regular way purchases and sales of financial assets are initially recognized when they are originated, being the trade date i.e., the date when the Company becomes a party to the contractual provisions of the instrument.
A financial asset is initially measured at fair value plus, for an item not measured subsequently at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Subsequent to initial recognition, a financial asset that is a debt instrument is classified in one of the following three measurement categories:
Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.\u00a0
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6360": { "value": "At fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. The Company currently does not hold instruments classified as FVPL.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6361": { "value": "Financial assets are not reclassified subsequent to their initial recognition unless the Company\u00a0changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForReclassificationOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6363": { "value": "Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or a financial asset is transferred, and the transfer qualifies for derecognition.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6370": { "value": "The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortized cost. To this extent, a three-stage impairment model is applied, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. These three stages then determine the amount of impairment to be recognized as expected credit losses (as well as the amount of interest income to be recorded) at each reporting date:\u00a0
The Company considers the probability of default upon initial recognition of financial assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date with the risk of default as the date of initial recognition. For trade receivables and contract assets (with a maturity of 12 months or less), lifetime expected credit losses are recognized (in accordance with the simplified approach permitted by IFRS 9 'Financial Instruments').\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6437": { "value": "Cash and cash equivalents are valued at face value and include cash in hand, deposits, and other short-term highly liquid investments with original maturities of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, excluding bank overdrafts.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6441": { "value": "Financial instruments issued by the Company to the extent that they indicate a residual interest in the assets of the Company, including ordinary shares, are classified as equity. All proceeds from the issue of equity instruments, or considerations paid for the purchase of equity instruments, are recognized in equity. Incremental external costs that are directly attributable to the issuing of Titan\u00a0equity instruments are also recognized in equity, net of tax.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6444": { "value": "Dividends and other distributions to holders of equity instruments are recognized in equity, net of withholding tax. A liability for dividends payable is not recognized until the dividends have been declared and approved by the General Meeting of Shareholders.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6446": { "value": "The Company has issued warrants other than as consideration for goods or services received. Under the terms of the respective contracts, such warrants are derivative financial instruments that will be settled by the Company in own equity instruments. Upon exercise, a fixed amount of ordinary shares is exchanged for a fixed amount of cash. Therefore, such warrants are classified as equity instruments. Consideration received for such warrants upon issue is accounted for in equity. Cash received upon exercise is accounted for in equity as well.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForWarrantsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6450": { "value": "Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6451": { "value": "Loans and borrowings are recognized initially at fair value, net of transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the profit or loss when the liabilities are derecognized as well as through the amortization process. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included under Interest and Other Financial Expense in the statement of comprehensive income.
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6455": { "value": "These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Financial liabilities are derecognized when they are extinguished - i.e., when the obligation specified in the contract is discharged or cancelled or expires.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6462": { "value": "The Company recognizes a provision in cases where the Company has a present legal or constructive obligation resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are
measured at management\u2019s best estimate of the future outflow required to settle the obligation. Where the time value of money is material, it is measured at the present value of such future outflow, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The change in the time value of future outflows is recognized under Interest and Other Financial Expense in the statement of comprehensive income.\u00a0
To the extent that future events are likely to occur and are expected to have an effect on the amount required to settle a recognized liability, these future events are taken into consideration in determining the appropriate provision level. Provisions are reviewed at each balance sheet date and will be adjusted to reflect the current best estimate.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6523": { "value": "The Company recognizes revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The Company recognizes revenue upon the satisfaction of performance obligations, which occurs when control of the good or service transfers to the customer. Control can transfer at a point in time or over time.
Up until the divestment of the Company's business on 13 September 2023, the Company had four revenue streams, namely:
Such revenues are included in the result from discontinued operations in the statement of comprehensive income.
We have described the revenue recognition for each of the revenue streams below using the 5-step model of IFRS 15 'Revenue from Contracts with Customers'.\u00a0
For each service and thus for each revenue stream the Company enters into a contract with a customer which outlines the parties\u2019 rights and obligations, the consideration and our general terms and conditions. Our general conditions include a net 30-day payment term from invoice date and do not contain warranties or return obligations. SaaS and maintenance fees are typically invoiced upfront. As the period over which the invoicing up front takes place generally does not exceed a year, the Company applies the practical expedient of IFRS 15 with respect to the existence of a significant financing component, which is then not deemed to exist.
The service under a SaaS contract is the ongoing effort of the Company to provide connectivity of the FLOW portal to the customer and its trading partners in order to allow the exchange of data between the customer and each trading partner. When setting up the service, the FLOW portal is typically connected to other data networks. The FLOW portal is owned and controlled by the Company and not transferred to the customer.\u00a0
Through the SaaS, the customer connects with the FLOW portal, either using his own VAN (Value Added Network) or through a closed network or through a VAN network controlled by the Company.\u00a0Once the customer is connected/set up, the customer benefits directly from the service and will continue to benefit from the service until contract end.
Our contracts may include non-refundable upfront fees for setting the customer up. During the set-up the FLOW platform is prepared for use by the customer. Usually, the setup phase for a customer project involves a consultant or a group of consultants in order to define, configure, implement test and deploy the customer\u2019s contracted features before putting them in production in the (SaaS) environment. Usual work performed includes connecting FLOW to the customer's ERP-system, mappings, business processes setup, workflow configuration, notifications setup, portal setup, business rules configuration, communication setup, building landing pages, etc.
These services are not transferred to the customer separate from the SaaS performance. Since no good or service is transferred to the customer separately, the set-up is not considered to be a performance obligation. Rather, the setup fee is included in the revenue that is allocated to the SaaS performance obligation.
As part of the setup or subsequently, our consultants may also perform other work for a FLOW customer, such as making new mappings or onboarding suppliers to the platform. Where these services are not provided as part of the setup, they will constitute separate performance obligations since they are distinct from the FLOW portal. This is because the customer is able to benefit from the
service together with their FLOW portal (that is readily available to the customer), and the service is separately identifiable.
SaaS contracts include a component for a bundle of messages which the client can process via the FLOW portal, plus an option for additional messages sent beyond the contracted volumes (\u201coverage\u201d). As any unused capacity under the contracted bundle cannot be carried forward to a subsequent period, this is not distinct and as such not identified as a separate performance obligation.
The Company provides, predominantly connected to license revenue, post-contract maintenance and support services. Maintenance services are tasks performed periodically in order to maintain, improve and secure the level of services and/or security. These services are considered to be distinct from the license.\u00a0
The Company provides consultancy services which comprise of various kinds of consulting, including software customization work, or on how to increase revenue by using cloud automation, through A/B testing and personalization, with enterprise search and by using big data / machine learning. These consultancy services are sold in hours or bundles of hours. The performance obligation of the Company is to provide the customer with these consultancy hours.
The Company licenses certain products to its customers and are typically installed on the customer\u2019s server which is the Company\u2019s performance obligation. Licensed products represent a right to use the software to which the Company has the intellectual property rights. The life of the license is in principle indefinite and no updates are necessary for the proper operation of the licensed software. As such, the installed licensed software is the Company\u2019s performance obligation.
Transaction price is stipulated in the contract and typically has a fixed component (SaaS fees, if applicable a non-refundable set-up fee, plus a contractual bundle of messages component), and a variable component for additional messages sent beyond the contracted volumes. There are no volume discounts given when message levels exceed contracted volumes.
The fixed component of the transaction price is allocated to the SaaS performance obligation. The variable component of the transaction price represents a usage-based royalty that is also allocated to the SaaS performance obligation.
Contract durations are between 1 to 5 years (on average 3 years) with payment for use of the FLOW portal (including data networks) occurring always upfront for the entire contract period or part of the contract period.
The transaction prices of the revenue streams are based on internal price lists and agreed with the customer in a contract. The prices are separately included in the contract and are the standalone selling prices. The transaction price is allocated to the single performance obligations which are described above.\u00a0
Software as a Service revenue (that is, the fixed component of the total consideration) is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Revenue from consultancy services supportive of SaaS are classified as SaaS revenues and recognized over the course of the SaaS contract period. Reference is also made to the Significant accounting estimates and judgments, starting on page 52. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide access to the software.
Overage revenues are recognized in the period in which the usage occurs, and the SaaS performance obligation has been partially satisfied for the respective period.
Maintenance and Support revenue is recognized over time as control over the services is transferred over the course of the contract period. Progress is measured based on the output method (passage of time), as a linear revenue recognition pattern most faithfully represents the Company's performance under its promise to provide maintenance and support on an as-needed basis.
Consultancy revenue is recognized over time as control over the services is transferred as the customer utilizes the contracted consultancy hours. Progress is measured on the input method (hours utilization), as the ratio of hours utilized to total hours most faithfully represents the Company's performance under its promise to provide consultancy services.
License revenue is recognized at a point in time because the customer has the indefinite right to use the (software) license when control is transferred.
A contract asset represents the right to consideration in exchange for goods or services transferred to the customer. If the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.\u00a0
A contract asset becomes a receivable when the Company\u2019s right to consideration is unconditional, which is the case when only the passage of time is required before payment of the consideration is due.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company satisfies the performance obligation. The contract liability recognized by the Company relates to the Company\u2019s obligation to fulfil the contract.
Capitalized costs incurred to fulfill customer contracts consist of direct costs for set-up of the FLOW platform (as well as other consultancy projects supportive of SaaS) for customers under SaaS-contracts, as far as these costs are not in scope of other standards than IFRS 15 and as far as they are expected to be recovered. These costs are amortized after completion of the set-up on a straight-line basis over the average expected customer life (refer to Significant accounting estimates and judgments, starting on page 52). Amortization of capitalized costs to fulfill contracts is included in the Cost of Sales in the statement of comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6698": { "value": "Grants from a government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Where governments grants become receivable as compensation for expenses or losses already incurred, they are recognized in profit or loss in the period in which they become receivable.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6701": { "value": "Short term employee benefits entail salaries payable over past service, short-term compensated absences that are expected to occur within twelve months after the end of the period in which the employee renders the related service, profit sharing, or bonus arrangements. A liability is set up to the extent that amounts are due based on rendered services. Short term employee benefits expenses are presented in the statement of comprehensive income net of government grants received in relation to the Company\u2019s employee benefit costs.\u00a0
Termination benefits are the result of the Company\u2019s decision to terminate an employee\u2019s employment before normal retirement date. Termination benefits are expensed immediately when the Company is demonstrably committed to terminate employment prior to normal retirement date. The termination benefits include all termination of employment related expenses.\u00a0
The Company operates with insured defined contribution pension plans in the Netherlands and France. Under the terms and conditions of this plan, the Company has no obligation towards the employees covered under the plan, other than to pay a fixed contribution. The contributions payable are recognized as an expense in income. To the extent that the paid amount exceeds the amount due for services rendered, an asset is recognized. Plan contributions payable to a third-party insurer are recognized as a liability.\u00a0
The Company has a defined benefit arrangement in place for a single employee in Germany. This plan is unfunded and only a defined benefit obligation is recognized for it. In addition, the Company also has a defined benefit arrangement in place for employees in France. This plan is also unfunded and only a defined benefit obligation is recognized for it.\u00a0 As this plan is immaterial, no further details are provided in these consolidated financial statements.\u00a0
In the US, the Company staff participated in a corporate 401(k) savings plan with discretionary contributions. These discretionary payments are recognized in profit or loss if and when they are paid into the plan.
In 2016 the Company has implemented a Performance Share Plan. Under this Plan, certain members of the Company's Management Team may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). In the past, stock options were also granted under a Stock Option Plan to Company\u00a0staff that entitles staff members to receive equity instruments it has issued. These grants of shares and of stock options are classified as equity settled share-based payment plans.
Granted shares vest immediately at the grant date in absence of a service condition. Stock options granted had a vesting period of three years. The expense resulting from these grants is based on the fair value of the instruments at grant date. The corresponding expense is recognized in profit or loss, with the offsetting entry in equity over the term in which the services are rendered, i.e., the vesting period where this applies. The expense reflects management\u2019s best estimate of the number of instruments expected to vest, where applicable. Any consideration received, net of any directly attributable transaction costs, is accounted for in equity upon issue of shares or exercise of the options. When the non-vesting condition under the Performance Share Plan is not satisfied, or when a stock option is cancelled, the grant is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the grant is recognized immediately. However, if a new stock option is awarded in substitution of the cancelled stock option, the substitution is treated as if it is a modification of the original. An additional expense is recognized to the extent the modification results in an increased fair value of the modified stock options, compared to the original ones.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6705": { "value": "Termination benefits are the result of the Company\u2019s decision to terminate an employee\u2019s employment before normal retirement date. Termination benefits are expensed immediately when the Company is demonstrably committed to terminate employment prior to normal retirement date. The termination benefits include all termination of employment related expenses.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTerminationBenefits", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6768": { "value": "In 2016 the Company has implemented a Performance Share Plan. Under this Plan, certain members of the Company's Management Team may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). In the past, stock options were also granted under a Stock Option Plan to Company\u00a0staff that entitles staff members to receive equity instruments it has issued. These grants of shares and of stock options are classified as equity settled share-based payment plans.
Granted shares vest immediately at the grant date in absence of a service condition. Stock options granted had a vesting period of three years. The expense resulting from these grants is based on the fair value of the instruments at grant date. The corresponding expense is recognized in profit or loss, with the offsetting entry in equity over the term in which the services are rendered, i.e., the vesting period where this applies. The expense reflects management\u2019s best estimate of the number of instruments expected to vest, where applicable. Any consideration received, net of any directly attributable transaction costs, is accounted for in equity upon issue of shares or exercise of the options. When the non-vesting condition under the Performance Share Plan is not satisfied, or when a stock option is cancelled, the grant is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the grant is recognized immediately. However, if a new stock option is awarded in substitution of the cancelled stock option, the substitution is treated as if it is a modification of the original. An additional expense is recognized to the extent the modification results in an increased fair value of the modified stock options, compared to the original ones.\u00a0
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6772": { "value": "The Company leased various offices and vehicles to support its operations. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The Company recognizes a right-of-use asset representing its right to use the underlying leased asset, and a lease liability representing its obligation to make lease payments.
Lease liabilities are initially measured at the present value of lease payments not yet paid at commencement date, less any lease incentives receivable. Such lease payments include fixed payments but may also include lease payments to be made under extension options to the extent that it is reasonably certain that the Company will exercise such an option. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the incremental borrowing rate is used. This is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset\u00a0in a similar economic environment.
Lease payments are allocated between principal and finance cost. After initial recognition, the lease liability is increased by the finance cost, which is recognized in profit or loss as part of Interest and Other Financial Expense, and decreased by principal payments made. The lease liability is remeasured when there is a change in future lease payments or based on changes in the assessment of execution of certain extension or termination options in the contracts. The Company applies judgement to determine the lease term for lease contracts that contain renewal options.
Right-of-use assets are initially measured at cost, which comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs. The right-of-use asset is subsequently carried at cost less accumulated depreciation and impairment losses. It is depreciated over the shorter of the asset\u2019s useful life and the lease term on a straight-line basis. The right-of-use asset is adjusted for certain re-measurements of the lease liabilities.
The Company recognizes lease payments associated with short term leases (lease term <1 year) as well as low value leases (value of the leased asset < \u20ac 5k) as an expense on a straight-line basis over the lease term.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6836": { "value": "Basic earnings per share are calculated by dividing net income attributable to equity holders of the Company by the weighted average number of outstanding shares. Diluted earnings per share take into effect the dilutive effect of outstanding warrants upon exercise. The dilutive effect of these instruments equals the number of shares issuable under the terms and conditions of these arrangements for no consideration. Warrants are considered non-dilutive when the exercise price is in excess of the average market price of the shares of the Company during the period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6839": { "value": "Expenses are presented in the consolidated statement of comprehensive income according to their function. Management has defined the functions of expenses as follows:
The cash flows from operating activities in the statement of cash flows are presented in accordance with the indirect method. Under this method, the income before tax is adjusted for items in the profit and loss account that do not influence receipts and expenditures during the year, movements in balance sheet items, and profit and loss account items not relating to operating activities. Transactions not involving a cash inflow or outflow are not included in the statement of cash flows. The cash position in the statement of cash flows consists solely of cash and cash equivalents. Exchange differences on cash and cash equivalents are presented separately in the statement of cash flows. Interest received and paid as well as income taxes paid are included in the cash flows from operating activities. Dividends paid are included in the cash flows from financing activities. The selling price of divested group companies (divestments) is presented in the cash flows from investing activities insofar as payment has been received in cash, net of any cash balances present in divested group companies. Cash flows relating to discontinued operations have been presented separately from cash flows relating to continuing operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6850": { "value": "These consolidated financial statements include the effects of events occurring between balance sheet date and the date these financial statements are authorized for issue, to the extent that these events provide evidence of conditions that existed at the balance sheet date. Where effects of events that arise post-balance sheet date are disclosed, they have not resulted in an adjustment of the financial statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfOtherAccountingPoliciesRelevantToUnderstandingOfFinancialStatements", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f6905": { "value": "The Company\u2019s activities expose it to a variety of risks, including market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. The Company has policies in place towards managing these risks, insofar as relevant and depending on the risk appetite of the Company with respect to a certain risk. The Executive Board has overall responsibility for the establishment and oversight of the Company\u2019s risk management system, including identifying and analyzing risks faced by the Company, implementing risk limits and controls as appropriate as well as monitoring the exposure to risks against these limits and maintaining the risk management system in the light of changes in the Company and market conditions. The Supervisory Board oversees how the Company monitors adherence to risk management policies and procedures and assesses the effectiveness of its risk management system in relation to the relevant risks.
The Company does not have an exposure to financial risks associated with derivatives. The Company's exposure to financial instruments is mainly concentrated in its working capital. The Company neither holds nor issues financial instruments for trading purposes, and currently does not contract any derivative financial instruments to hedge risks.
Financial assets and liabilities recognized on the consolidated Statement of Financial Position are classified in the following table.
| Financial assets at amortized cost | Financial liabilities at amortized cost | |||
|---|---|---|---|---|
| Class of financial instruments | 30 September 2023 | 30 September 2022 | 30 September 2023 | 30 September 2022 |
| Cash and cash equivalents | 520 | 9,593 | ||
| Trade receivables | - | 1,495 | ||
| Other receivables | - | 79 | ||
| Other current assets | 3,000 | - | \u00a0 | \u00a0 |
| Lease liabilities | - | 452 | ||
| Trade creditors | 131 | 1,304 | ||
| Other payables | 68 | 1,865 | ||
| Total | 3,520 | 11,167 | 198 | 3,622 |
The fair values of financial instruments carried at amortized cost, which include trade debtors, other receivables, loans receivable, trade creditors and other payables have been assessed to be in line with their carrying values due to the short-term nature of such items and applicable market interest rates. Such fair value measurements are classified as level 2 of the fair value hierarchy of IFRS 13 'Fair Value Measurement'. There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments. Such transfers may occur where directly observable prices may become available or where market data from independent sources may no longer be available.\u00a0\u00a0
There are no items in the statement of financial position at the end of either period presented in these consolidated financial statements that are carried at fair value on a recurring or non-recurring basis, for both years presented.
Currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Since the divestment of its business, the Company solely operates in the Netherlands and as at 30 September 2023, is no longer exposed to any material currency risk (per 30 September 2022, the Company's main exposure was to the EUR/USD exchange rate). Therefore, no further disclosures are provided in this respect.
Interest rate risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The exposure of the Company to this risk is limited as the Company currently does not have any variable-rate borrowings per 30 September 2023 (30 September 2022: nil). Prior to the divestment of the Company's business operations, the Company's debt was concentrated in its lease liabilities which have fixed cash flows based on fixed rates of interest.
Other price risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than arising from currency risk or interest rate risk. As the Company's financial instruments are limited to short term debt instruments (carried at amortized cost) and long-term debt in the form of lease liabilities, the Company does not have an exposure to other forms of price risk such as commodity price risk or equity price risk.
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk mainly from its operating activities: this risk is primarily associated with the trade receivables and contract assets, but also arises from deposits with banks.
The Company manages the exposure on its cash deposits with banks by only working with reputable banks that have proven in the past to be financially stable, have appropriate licenses to operate and are under the supervision of regulatory authorities. Cash is managed centrally within the Group.
As at 30 September 2023, credit risk arising from receivables is concentrated with the financial asset regarding the funds that are kept in escrow related to the divestment of the Company's business operations (refer to the note Divestment of the Company's operations, starting on page 66). The Executive Board has assessed that the credit risk related to this financial asset is deemed limited as at the balance sheet date.
In the event of (expected) collectability issues or defaults, this is reflected in the lifetime expected credit losses that are recognized on the receivables to cover the potential loss. Loss rates are determined based on historical credit losses realized and any expectations on economic downturn.
Management monitors any (extended) default (instances where a debtor does not or continue to not meet its payment obligations) by a counterparty and determines on an individual basis whether such receivables are considered credit-impaired. A receivable is written off and the corresponding expected credit loss derecognized if it is determined to be uncollectible, which is assessed on a case-by-case basis.
The Company\u2019s maximum exposure to credit risk equals the outstanding balance of its financial assets.
The Company\u2019s liquidity management is geared towards having sufficient liquidity available to fund its operations. Management monitors the liquidity position of the Company.
As at the balance sheet date, the Company had ample resources. As such, the liquidity risk of the Company originating from financial instruments is deemed limited.\u00a0
The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative financial liabilities (the Company does not have derivative financial liabilities), classified by their maturity, being the earliest date on which the Company can be required to settle the liability. These analyses include both interest and principal cash flows.
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2023 | |
| Trade Creditors | 131 | - | - | 131 |
| Other Payables | 68 | - | - | 68 |
| Total | 198 | - | - | 198 |
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2022 | |
| Lease Liabilities - Principal payments | 261 | 191 | - | 452 |
| Lease Liabilities - Interest payable | 11 | 5 | - | 16 |
| Trade Creditors | 1,304 | - | - | 1,304 |
| Other Payables | 1,865 | - | - | 1,865 |
| Total | 3,442 | 196 | - | 3,638 |
The management of capital is centralized and is currently aimed at both ensuring the Company has a healthy capital structure so that the continuity of its operations is safeguarded. To this extent, management regularly assesses outstanding share capital, options, warrants, convertible instruments, the need for issuing any such instruments (in line with limits set by the shareholders), outstanding debt positions and evaluates funding opportunities in line with strategic targets. These objectives for managing capital have been met in the past year as there have been no issues with respect to the continuity of operations. The Company considers its equity as capital, in line with prior period. Management's policy with respect to managing capital is to maintain a positive equity, while limiting funding through debt as much as possible due to the liquidity risks attached to debt. This implies that business combinations, investments and operations are funded primarily by cash or by issuing equity instruments, also in the event of a cash component payable arising from a business combination.
Financial assets and liabilities recognized on the consolidated Statement of Financial Position are classified in the following table.
| Financial assets at amortized cost | Financial liabilities at amortized cost | |||
|---|---|---|---|---|
| Class of financial instruments | 30 September 2023 | 30 September 2022 | 30 September 2023 | 30 September 2022 |
| Cash and cash equivalents | 520 | 9,593 | ||
| Trade receivables | - | 1,495 | ||
| Other receivables | - | 79 | ||
| Other current assets | 3,000 | - | \u00a0 | \u00a0 |
| Lease liabilities | - | 452 | ||
| Trade creditors | 131 | 1,304 | ||
| Other payables | 68 | 1,865 | ||
| Total | 3,520 | 11,167 | 198 | 3,622 |
The fair values of financial instruments carried at amortized cost, which include trade debtors, other receivables, loans receivable, trade creditors and other payables have been assessed to be in line with their carrying values due to the short-term nature of such items and applicable market interest rates. Such fair value measurements are classified as level 2 of the fair value hierarchy of IFRS 13 'Fair Value Measurement'. There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments. Such transfers may occur where directly observable prices may become available or where market data from independent sources may no longer be available.\u00a0\u00a0
There are no items in the statement of financial position at the end of either period presented in these consolidated financial statements that are carried at fair value on a recurring or non-recurring basis, for both years presented.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f7000": { "value": "The fair values of financial instruments carried at amortized cost, which include trade debtors, other receivables, loans receivable, trade creditors and other payables have been assessed to be in line with their carrying values due to the short-term nature of such items and applicable market interest rates. Such fair value measurements are classified as level 2 of the fair value hierarchy of IFRS 13 'Fair Value Measurement'. There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments. Such transfers may occur where directly observable prices may become available or where market data from independent sources may no longer be available.\u00a0\u00a0
There are no items in the statement of financial position at the end of either period presented in these consolidated financial statements that are carried at fair value on a recurring or non-recurring basis, for both years presented.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f7058": { "value": "Currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Since the divestment of its business, the Company solely operates in the Netherlands and as at 30 September 2023, is no longer exposed to any material currency risk (per 30 September 2022, the Company's main exposure was to the EUR/USD exchange rate). Therefore, no further disclosures are provided in this respect.
Interest rate risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The exposure of the Company to this risk is limited as the Company currently does not have any variable-rate borrowings per 30 September 2023 (30 September 2022: nil). Prior to the divestment of the Company's business operations, the Company's debt was concentrated in its lease liabilities which have fixed cash flows based on fixed rates of interest.
Other price risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than arising from currency risk or interest rate risk. As the Company's financial instruments are limited to short term debt instruments (carried at amortized cost) and long-term debt in the form of lease liabilities, the Company does not have an exposure to other forms of price risk such as commodity price risk or equity price risk.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f7065": { "value": "Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk mainly from its operating activities: this risk is primarily associated with the trade receivables and contract assets, but also arises from deposits with banks.
The Company manages the exposure on its cash deposits with banks by only working with reputable banks that have proven in the past to be financially stable, have appropriate licenses to operate and are under the supervision of regulatory authorities. Cash is managed centrally within the Group.
As at 30 September 2023, credit risk arising from receivables is concentrated with the financial asset regarding the funds that are kept in escrow related to the divestment of the Company's business operations (refer to the note Divestment of the Company's operations, starting on page 66). The Executive Board has assessed that the credit risk related to this financial asset is deemed limited as at the balance sheet date.
In the event of (expected) collectability issues or defaults, this is reflected in the lifetime expected credit losses that are recognized on the receivables to cover the potential loss. Loss rates are determined based on historical credit losses realized and any expectations on economic downturn.
Management monitors any (extended) default (instances where a debtor does not or continue to not meet its payment obligations) by a counterparty and determines on an individual basis whether such receivables are considered credit-impaired. A receivable is written off and the corresponding expected credit loss derecognized if it is determined to be uncollectible, which is assessed on a case-by-case basis.
The Company\u2019s maximum exposure to credit risk equals the outstanding balance of its financial assets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f7130": { "value": "The Company\u2019s liquidity management is geared towards having sufficient liquidity available to fund its operations. Management monitors the liquidity position of the Company.
As at the balance sheet date, the Company had ample resources. As such, the liquidity risk of the Company originating from financial instruments is deemed limited.\u00a0
The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative financial liabilities (the Company does not have derivative financial liabilities), classified by their maturity, being the earliest date on which the Company can be required to settle the liability. These analyses include both interest and principal cash flows.
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2023 | |
| Trade Creditors | 131 | - | - | 131 |
| Other Payables | 68 | - | - | 68 |
| Total | 198 | - | - | 198 |
| Short term | Long term | Total | ||
|---|---|---|---|---|
| < 1 year | > 1 year <5 years | > 5 years | 30 September 2022 | |
| Lease Liabilities - Principal payments | 261 | 191 | - | 452 |
| Lease Liabilities - Interest payable | 11 | 5 | - | 16 |
| Trade Creditors | 1,304 | - | - | 1,304 |
| Other Payables | 1,865 | - | - | 1,865 |
| Total | 3,442 | 196 | - | 3,638 |
The management of capital is centralized and is currently aimed at both ensuring the Company has a healthy capital structure so that the continuity of its operations is safeguarded. To this extent, management regularly assesses outstanding share capital, options, warrants, convertible instruments, the need for issuing any such instruments (in line with limits set by the shareholders), outstanding debt positions and evaluates funding opportunities in line with strategic targets. These objectives for managing capital have been met in the past year as there have been no issues with respect to the continuity of operations. The Company considers its equity as capital, in line with prior period. Management's policy with respect to managing capital is to maintain a positive equity, while limiting funding through debt as much as possible due to the liquidity risks attached to debt. This implies that business combinations, investments and operations are funded primarily by cash or by issuing equity instruments, also in the event of a cash component payable arising from a business combination.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f7311": { "value": "On 26 July 2023 Titan N.V. announced that it had signed an agreement to sell all of its business and operations to SPS Commerce, Inc. (\"SPS\") for a total purchase price of \u20ac 68.35 million. The transaction was structured as a sale and transfer by Titan N.V. of all issued and outstanding shares in TIE Kinetix Holding B.V., being the group company directly and indirectly owning of all subsidiaries and operations of the TIE Kinetix group. Shareholder approval for this transaction was obtained at the Convocation Extraordinary General Meeting of Shareholders on September 6, 2023. Following shareholder approval the transaction was completed with transfer of the shares on 13 September 2023.
Of the purchase price of \u20ac 68.35 million amount, \u20ac 3 million is held in escrow for a period of twelve months following completion, to secure the obligations of Titan N.V. as seller as agreed in the Share Purchase Agreement with SPS. As such, this amount has been recognized as a receivable in the statement of financial position. In the event of a claim by SPS against the escrow, the amount of the claim will be kept in escrow until final resolution of the claim. The amount that is undisputed after lapse of the twelve months period, will be released to Titan N.V.
As a result of the transaction, Titan N.V. remains a single company without subsidiaries and assets other than the proceeds of the transaction. Titan N.V. distributed an interim dividend amounting to \u20ac 62.5 million to its shareholders immediately following completion of the transaction. Reference is made to note Equity, starting on page 75. Titan N.V. has reserved and withheld a reasonable amount estimated by Titan N.V. to cover for ongoing expenses and necessary provisions. In addition, as indicated above, an amount of \u20ac 3 million will be held in escrow for the term of at least twelve months. Consequently, in addition to the dividend distribution of \u20ac 62.5 million on September 20, 2023, another dividend distribution will follow after lapse of at least twelve months following completion of the transaction. As a result of the sale, all of the Group's operations, other than Titan N.V.'s own holding operations, have been classified as discontinued operations. The table below details the results and cash flows attributable to the discontinued operations.
| \u00a0 | 2023 | 2022 |
|---|---|---|
| Results from discontinued operations | \u00a0 | \u00a0 |
| Revenues | 14,597 | 14,357 |
| Costs | (15,334) | (17,083) |
| Loss before tax from discontinued operations | (737) | (2,726) |
| Income tax (expense)/benefit | (3) | 523 |
| Results from discontinued operations, net of tax | (740) | (2,203) |
| Gain on sale of disposal group | 61,700 | - |
| Total income/(loss) from discontinued operations | 60,960 | (2,203) |
| Cash flow from discontinued operation | ||
| Cash flow from operating activities | (291) | 246 |
| Investing cash flows during the year | (1,307) | (1,223) |
| Consideration received in cash | 65,350 | - |
| Cash disposed of | (4,493) | - |
| Cash flow from investing activities | 59,550 | (1,223) |
| Cash flow from financing activities | (264) | (383) |
| Total cash flow from discontinued operations | 58,995 | (1,360) |
The table below shows the net assets of the disposal group at the date of loss of control. This disposal group consisted of the Company's subsidiary TIE Kinetix Holding B.V. and all of its subsidiaries. In addition, the Dutch fiscal union for corporate income tax purposes, of which the Company was previously the head, was unbundled. The existing tax losses carried forward of the fiscal unity were included in the sale of the disposal group. As such, the net assets shown below also include the Company's deferred tax asset related to those tax losses carried forward.
| Assets | 2023 |
|---|---|
| Goodwill | 2,279 |
| Other Intangible Fixed Assets | 2,858 |
| Property, Plant and Equipment | 628 |
| Deferred Tax Asset | 1,808 |
| Cash and Cash Equivalents | 4,493 |
| Current Assets | 3,234 |
| Total Assets sold | 15,300 |
| Non Current Liabilities | (604) |
| Current Liabilities | (8,046) |
| Total liabilities related to assets sold | (8,650) |
| Total net assets sold | 6,650 |
The table below shows a reconciliation between the consideration agreed in the transaction and the gain on the sale that was recognized in the Statement of Comprehensive Income as part of the results from discontinued operations.
| 2023 | |
|---|---|
| Cash consideration received | 65,350 |
| Consideration receivable | 3,000 |
| Total consideration | 68,350 |
| Less: Net assets of disposal group | (6,650) |
| Gain on sale | 61,700 |
On 26 July 2023 Titan N.V. announced that it had signed an agreement to sell all of its business and operations to SPS Commerce, Inc. (\"SPS\") for a total purchase price of \u20ac 68.35 million. The transaction was structured as a sale and transfer by Titan N.V. of all issued and outstanding shares in TIE Kinetix Holding B.V., being the group company directly and indirectly owning of all subsidiaries and operations of the TIE Kinetix group. Shareholder approval for this transaction was obtained at the Convocation Extraordinary General Meeting of Shareholders on September 6, 2023. Following shareholder approval the transaction was completed with transfer of the shares on 13 September 2023.
Of the purchase price of \u20ac 68.35 million amount, \u20ac 3 million is held in escrow for a period of twelve months following completion, to secure the obligations of Titan N.V. as seller as agreed in the Share Purchase Agreement with SPS. As such, this amount has been recognized as a receivable in the statement of financial position. In the event of a claim by SPS against the escrow, the amount of the claim will be kept in escrow until final resolution of the claim. The amount that is undisputed after lapse of the twelve months period, will be released to Titan N.V.
As a result of the transaction, Titan N.V. remains a single company without subsidiaries and assets other than the proceeds of the transaction. Titan N.V. distributed an interim dividend amounting to \u20ac 62.5 million to its shareholders immediately following completion of the transaction. Reference is made to note Equity, starting on page 75. Titan N.V. has reserved and withheld a reasonable amount estimated by Titan N.V. to cover for ongoing expenses and necessary provisions. In addition, as indicated above, an amount of \u20ac 3 million will be held in escrow for the term of at least twelve months. Consequently, in addition to the dividend distribution of \u20ac 62.5 million on September 20, 2023, another dividend distribution will follow after lapse of at least twelve months following completion of the transaction. As a result of the sale, all of the Group's operations, other than Titan N.V.'s own holding operations, have been classified as discontinued operations. The table below details the results and cash flows attributable to the discontinued operations.
| \u00a0 | 2023 | 2022 |
|---|---|---|
| Results from discontinued operations | \u00a0 | \u00a0 |
| Revenues | 14,597 | 14,357 |
| Costs | (15,334) | (17,083) |
| Loss before tax from discontinued operations | (737) | (2,726) |
| Income tax (expense)/benefit | (3) | 523 |
| Results from discontinued operations, net of tax | (740) | (2,203) |
| Gain on sale of disposal group | 61,700 | - |
| Total income/(loss) from discontinued operations | 60,960 | (2,203) |
| Cash flow from discontinued operation | ||
| Cash flow from operating activities | (291) | 246 |
| Investing cash flows during the year | (1,307) | (1,223) |
| Consideration received in cash | 65,350 | - |
| Cash disposed of | (4,493) | - |
| Cash flow from investing activities | 59,550 | (1,223) |
| Cash flow from financing activities | (264) | (383) |
| Total cash flow from discontinued operations | 58,995 | (1,360) |
The table below shows the net assets of the disposal group at the date of loss of control. This disposal group consisted of the Company's subsidiary TIE Kinetix Holding B.V. and all of its subsidiaries. In addition, the Dutch fiscal union for corporate income tax purposes, of which the Company was previously the head, was unbundled. The existing tax losses carried forward of the fiscal unity were included in the sale of the disposal group. As such, the net assets shown below also include the Company's deferred tax asset related to those tax losses carried forward.
| Assets | 2023 |
|---|---|
| Goodwill | 2,279 |
| Other Intangible Fixed Assets | 2,858 |
| Property, Plant and Equipment | 628 |
| Deferred Tax Asset | 1,808 |
| Cash and Cash Equivalents | 4,493 |
| Current Assets | 3,234 |
| Total Assets sold | 15,300 |
| Non Current Liabilities | (604) |
| Current Liabilities | (8,046) |
| Total liabilities related to assets sold | (8,650) |
| Total net assets sold | 6,650 |
The table below shows a reconciliation between the consideration agreed in the transaction and the gain on the sale that was recognized in the Statement of Comprehensive Income as part of the results from discontinued operations.
| 2023 | |
|---|---|
| Cash consideration received | 65,350 |
| Consideration receivable | 3,000 |
| Total consideration | 68,350 |
| Less: Net assets of disposal group | (6,650) |
| Gain on sale | 61,700 |
The movements in Intangible fixed assets are summarized below:
| Goodwill | Customer Base | Software development costs | Purchased Software | Total | |
|---|---|---|---|---|---|
| Balance as at October 1, 2021 | 2,250 | - | 2,603 | 45 | 4,898 |
| Movements 2022 | |||||
| Additions | - | - | 1,024 | 83 | 1,107 |
| Disposals | - | - | - | (50) | (50) |
| Amortization | - | - | (1,113) | (35) | (1,148) |
| Reversal of amortization on disposal | - | - | - | 50 | 50 |
| Translation adjustments on acc. investments | 83 | 1 | 152 | 13 | 250 |
| Translation adjustments on acc. amortization | - | - | (152) | (7) | (160) |
| Translation adjustments on acc. impairments | - | (1) | - | (6) | (7) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Accumulated investments | 3,754 | 850 | 12,030 | 1,002 | 17,637 |
| Accumulated amortization | (107) | (836) | (9,478) | (893) | (11,314) |
| Accumulated impairments | (1,314) | (14) | (38) | (17) | (1,383) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Movements 2023 | |||||
| Additions | - | - | 1,268 | 6 | 1,274 |
| Disposals | - | - | - | (183) | (183) |
| Amortization | - | - | (996) | (26) | (1,022) |
| Translation adjustments on acc. investments | (54) | - | (98) | - | (151) |
| Translation adjustments on acc. amortization | - | - | 98 | - | 98 |
| Translation adjustments on acc. impairments | - | - | - | - | - |
| Divestment | (2,279) | - | (2,786) | (72) | (5,137) |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Accumulated investments | - | - | - | - | - |
| Accumulated amortization | - | - | - | - | - |
| Accumulated impairments | - | - | - | - | - |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Useful life | Indefinite | 10 years | 5 years | 3-5 years |
Titan N.V. had active country operations in the Netherlands, in the US, in Germany, and in France through its various subsidiaries, which were sold to SPS Commerce. Up until the transaction, the Company had identified the following cash generating units.
As at 30 September 2023, the Company has not performed an impairment test as the Company no longer has non-financial fixed assets which may be subject to impairment losses.
The allocation of the carrying value of the intangible fixed assets tested to the CGU\u2019s and segments for impairment per 30 September 2022 was as follows (please note that there were no intangibles allocated to Germany):
| NL | France | US | Product Development | Total 30 September 2022 | |
|---|---|---|---|---|---|
| Goodwill | 1,640 | 153 | 540 | - | 2,333 |
| Software development costs | - | - | - | 2,514 | 2,514 |
| Purchased software | 85 | - | - | 7 | 93 |
| Total | 1,726 | 153 | 540 | 2,521 | 4,940 |
The movements in Intangible fixed assets are summarized below:
| Goodwill | Customer Base | Software development costs | Purchased Software | Total | |
|---|---|---|---|---|---|
| Balance as at October 1, 2021 | 2,250 | - | 2,603 | 45 | 4,898 |
| Movements 2022 | |||||
| Additions | - | - | 1,024 | 83 | 1,107 |
| Disposals | - | - | - | (50) | (50) |
| Amortization | - | - | (1,113) | (35) | (1,148) |
| Reversal of amortization on disposal | - | - | - | 50 | 50 |
| Translation adjustments on acc. investments | 83 | 1 | 152 | 13 | 250 |
| Translation adjustments on acc. amortization | - | - | (152) | (7) | (160) |
| Translation adjustments on acc. impairments | - | (1) | - | (6) | (7) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Accumulated investments | 3,754 | 850 | 12,030 | 1,002 | 17,637 |
| Accumulated amortization | (107) | (836) | (9,478) | (893) | (11,314) |
| Accumulated impairments | (1,314) | (14) | (38) | (17) | (1,383) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Movements 2023 | |||||
| Additions | - | - | 1,268 | 6 | 1,274 |
| Disposals | - | - | - | (183) | (183) |
| Amortization | - | - | (996) | (26) | (1,022) |
| Translation adjustments on acc. investments | (54) | - | (98) | - | (151) |
| Translation adjustments on acc. amortization | - | - | 98 | - | 98 |
| Translation adjustments on acc. impairments | - | - | - | - | - |
| Divestment | (2,279) | - | (2,786) | (72) | (5,137) |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Accumulated investments | - | - | - | - | - |
| Accumulated amortization | - | - | - | - | - |
| Accumulated impairments | - | - | - | - | - |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Useful life | Indefinite | 10 years | 5 years | 3-5 years |
Titan N.V. had active country operations in the Netherlands, in the US, in Germany, and in France through its various subsidiaries, which were sold to SPS Commerce. Up until the transaction, the Company had identified the following cash generating units.
As at 30 September 2023, the Company has not performed an impairment test as the Company no longer has non-financial fixed assets which may be subject to impairment losses.
The allocation of the carrying value of the intangible fixed assets tested to the CGU\u2019s and segments for impairment per 30 September 2022 was as follows (please note that there were no intangibles allocated to Germany):
| NL | France | US | Product Development | Total 30 September 2022 | |
|---|---|---|---|---|---|
| Goodwill | 1,640 | 153 | 540 | - | 2,333 |
| Software development costs | - | - | - | 2,514 | 2,514 |
| Purchased software | 85 | - | - | 7 | 93 |
| Total | 1,726 | 153 | 540 | 2,521 | 4,940 |
| Goodwill | Customer Base | Software development costs | Purchased Software | Total | |
|---|---|---|---|---|---|
| Balance as at October 1, 2021 | 2,250 | - | 2,603 | 45 | 4,898 |
| Movements 2022 | |||||
| Additions | - | - | 1,024 | 83 | 1,107 |
| Disposals | - | - | - | (50) | (50) |
| Amortization | - | - | (1,113) | (35) | (1,148) |
| Reversal of amortization on disposal | - | - | - | 50 | 50 |
| Translation adjustments on acc. investments | 83 | 1 | 152 | 13 | 250 |
| Translation adjustments on acc. amortization | - | - | (152) | (7) | (160) |
| Translation adjustments on acc. impairments | - | (1) | - | (6) | (7) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Accumulated investments | 3,754 | 850 | 12,030 | 1,002 | 17,637 |
| Accumulated amortization | (107) | (836) | (9,478) | (893) | (11,314) |
| Accumulated impairments | (1,314) | (14) | (38) | (17) | (1,383) |
| Balance as at September 30, 2022 | 2,333 | - | 2,514 | 92 | 4,940 |
| Movements 2023 | |||||
| Additions | - | - | 1,268 | 6 | 1,274 |
| Disposals | - | - | - | (183) | (183) |
| Amortization | - | - | (996) | (26) | (1,022) |
| Translation adjustments on acc. investments | (54) | - | (98) | - | (151) |
| Translation adjustments on acc. amortization | - | - | 98 | - | 98 |
| Translation adjustments on acc. impairments | - | - | - | - | - |
| Divestment | (2,279) | - | (2,786) | (72) | (5,137) |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Accumulated investments | - | - | - | - | - |
| Accumulated amortization | - | - | - | - | - |
| Accumulated impairments | - | - | - | - | - |
| Balance as at September 30, 2023 | - | - | - | - | - |
| Useful life | Indefinite | 10 years | 5 years | 3-5 years |
Titan N.V. had active country operations in the Netherlands, in the US, in Germany, and in France through its various subsidiaries, which were sold to SPS Commerce. Up until the transaction, the Company had identified the following cash generating units.
As at 30 September 2023, the Company has not performed an impairment test as the Company no longer has non-financial fixed assets which may be subject to impairment losses.
The allocation of the carrying value of the intangible fixed assets tested to the CGU\u2019s and segments for impairment per 30 September 2022 was as follows (please note that there were no intangibles allocated to Germany):
| NL | France | US | Product Development | Total 30 September 2022 | |
|---|---|---|---|---|---|
| Goodwill | 1,640 | 153 | 540 | - | 2,333 |
| Software development costs | - | - | - | 2,514 | 2,514 |
| Purchased software | 85 | - | - | 7 | 93 |
| Total | 1,726 | 153 | 540 | 2,521 | 4,940 |
Titan N.V. had active country operations in the Netherlands, in the US, in Germany, and in France through its various subsidiaries, which were sold to SPS Commerce. Up until the transaction, the Company had identified the following cash generating units.
As at 30 September 2023, the Company has not performed an impairment test as the Company no longer has non-financial fixed assets which may be subject to impairment losses.
The allocation of the carrying value of the intangible fixed assets tested to the CGU\u2019s and segments for impairment per 30 September 2022 was as follows (please note that there were no intangibles allocated to Germany):
| NL | France | US | Product Development | Total 30 September 2022 | |
|---|---|---|---|---|---|
| Goodwill | 1,640 | 153 | 540 | - | 2,333 |
| Software development costs | - | - | - | 2,514 | 2,514 |
| Purchased software | 85 | - | - | 7 | 93 |
| Total | 1,726 | 153 | 540 | 2,521 | 4,940 |
Movements in tangible fixed assets are shown below:
| Leasehold Improvements | Right-Of-Use Asset | Hardware | Total | |
|---|---|---|---|---|
| Carrying value as at October 1, 2021 | 3 | 724 | 90 | 817 |
| Movements 2022 | ||||
| Additions | 5 | 78 | 111 | 194 |
| Disposals | (253) | (367) | (258) | (877) |
| Depreciation | (4) | (366) | (41) | (411) |
| Depreciation on disposals | 253 | 367 | 258 | 877 |
| Translation adjustments on acc. investments | 22 | - | 23 | 45 |
| Translation adjustments on acc. depreciation | (22) | 3 | (23) | (42) |
| Carrying value as at September 30, 2022 | 5 | 439 | 160 | 604 |
| Accumulated investments | 613 | 1,206 | 1,084 | 2,903 |
| Accumulated depreciation | (608) | (767) | (924) | (2,299) |
| Carrying value as at September 30, 2022 | 5 | 439 | 160 | 604 |
| Movements 2023 | ||||
| Additions | 4 | 339 | 23 | 366 |
| Disposals | (71) | (128) | (194) | (393) |
| Depreciation | (1) | (265) | (37) | (303) |
| Depreciation on disposals | 68 | 99 | 187 | 354 |
| Divestment | (5) | (484) | (139) | (628) |
| Carrying value as at September 30, 2023 | - | - | - | - |
| Accumulated investments | - | - | - | - |
| Accumulated depreciation | - | - | - | - |
| Carrying value as at September 30, 2023 | - | - | - | - |
| Useful lives | Max. 10 years | Lease term | 5 years | \u00a0 |
At the balance sheet date there are no restrictions on title. No items of tangible fixed assets have been pledged as security against liabilities.
The following table details the carrying amounts at the balance sheet date of right-of-use assets by class of underlying asset. As the right-of-use assets were part of the divestment of the Company's business operations, depreciation on right-of-use assets is subsumed in the result from discontinued operations in the statement of comprehensive income.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Offices and parking space | - | 215 |
| Vehicles | - | 224 |
| Total | - | 439 |
The following table details the carrying amounts at the balance sheet date of right-of-use assets by class of underlying asset. As the right-of-use assets were part of the divestment of the Company's business operations, depreciation on right-of-use assets is subsumed in the result from discontinued operations in the statement of comprehensive income.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Offices and parking space | - | 215 |
| Vehicles | - | 224 |
| Total | - | 439 |
The Company mainly leased offices and vehicles to support its operations. The total lease liability can be broken down into a current and non-current component as shown in the following table.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Non-current portion | - | 191 |
| Current portion | - | 261 |
| Total lease liability | - | 452 |
Details on the Right of Use-assets and movements thereof are provided in the note Tangible fixed assets, starting on page 70. The movements of the lease liability are detailed in the following table.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 452 | 765 |
| New lease contracts | 339 | 78 |
| Repayment of lease liabilities | (264) | (383) |
| Translation differences | (43) | (8) |
| Divestment | (484) | - |
| Balance as at September 30 | - | 452 |
Possible cash outflows under extension and termination options of existing lease agreements that have not been included in the measurement of the lease liability amount to nil (2022: \u20ac 931k). Cashflows from leasing activities are included in the cash flows from discontinued operations for both years presented.
The following table details the amounts of deferred tax assets and liabilities arising from both temporary differences and unused tax losses carried forward, including the effects of offsetting some of those deferred tax assets and liabilities. As at 30 September 2023, no temporary differences remain following the sale of the Company's business operations. In addition, no unused tax losses carried forward remain as Titan N.V. is no longer part of the Dutch fiscal unity for income tax purposes (of which it previously was the head) and such tax losses carried forward have remained with the fiscal unity.
| Category of temporary difference | 30 September 2023 | 30 September 2022 |
|---|---|---|
| Intangible Fixed Assets | - | 47 |
| Trade Receivables | - | 14 |
| Deferred Revenue | - | 304 |
| Lease Liabilities | - | 114 |
| Other Payables and Accruals | - | 42 |
| Tax Credits | - | 72 |
| Tax Losses Carried Forward | - | 1,522 |
| Total Gross Deferred Tax Assets | - | 2,115 |
| Offset against deferred tax liabilities | - | (251) |
| Total Net Deferred Tax Assets | - | 1,864 |
| Goodwill | - | (139) |
| Right-of-use assets | - | (112) |
| Other | - | (2) |
| Total Gross Deferred Tax Liabilities | - | (253) |
| Offset against deferred tax assets | - | 251 |
| Total Net Deferred Tax Liabilities | - | (2) |
| Total Deferred Tax Positions (Net) | - | 1,862 |
Of the total net deferred tax position, an amount of nil (2022: \u20ac 1,284k) is expected to be settled after more than twelve months. The deferred tax liability on goodwill as at 30 September 2022 related to goodwill that was tax deductible in the United States and for which the temporary difference arose after initial recognition of the goodwill.
The aggregate amount of temporary differences related to investments in subsidiaries for which no deferred tax liability is recognized as at 30 September 2023 is nil (30 September 2022: \u20ac 106k).
As at 30 September 2022, the Group had an aggregate amount of \u20ac 15,475k of gross unused tax losses, tax credits and deductible temporary differences available. None of these had an expiration horizon. Of these gross amounts, \u20ac 5,511 was recognized as deferred tax asset while a total gross amount of \u20ac 9,963 remained unrecognized.
Movements in the net deferred tax position during the year are detailed in the following table.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 1,862 | 623 |
| Recognized in profit or loss | - | 1,196 |
| Currency translation differences recognized in OCI | (54) | 43 |
| Divestment | (1,808) | - |
| Balance as at September 30 | - | 1,862 |
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Trade receivables | - | 1,644 |
| Less: Valuation allowance | - | (149) |
| Trade receivables net of valuation allowance | - | 1,495 |
As at 30 September 2023, no trade receivables remain.
The following table reflects the gross outstanding trade receivable balance as of September 30th, 2022 broken down into balances that had not passed their due dates and balances that have passed their due dates. The latter category is further broken down into categories detailing the extent to which they had passed their due dates. The \u201cless than 30 days\u201d outstanding category represents receivables that had not yet passed their respective due dates.
| Not past due | Past due not individually credit impaired | Total | |||
|---|---|---|---|---|---|
| Less than 30 days | 31 to 60 days | 61 to 90 days | In excess of 90 days | 30 September 2022 | |
| The Netherlands | 456 | 38 | 9 | 82 | 585 |
| United States | 358 | 109 | 52 | 26 | 545 |
| France | 113 | 28 | 1 | 2 | 144 |
| Germany | - | 186 | 33 | - | 220 |
| Total | 927 | 363 | 95 | 111 | 1,495 |
The Company had applied the following loss rates to these categories of trade receivables to determine the allowance for expected credit losses as at 30 September 2022:
| Days outstanding | Weighted average loss rate applied | Gross carrying amount | ECL recognized |
|---|---|---|---|
| 1 to 30 days (not due) | 0% | 927 | - |
| 31 to 60 days (past due) | 0% | 363 | - |
| 61 to 90 days (past due) | 0% | 95 | - |
| 91 to 360 days (past due) | 0.1% | 111 | - |
| More than 360 days (past due) | 0.1% | - | - |
| Individually credit-impaired (stage 3 ECL) | n/a | 149 | (149) |
| Total | 1,644 | (149) |
Details on the movements in the valuation allowance (excluding recoverable VAT) are included in the following table.
| ECL on individually credit-impaired receivables | ECL on receivables past due not individually credit-impaired | Total | |
|---|---|---|---|
| Balance as at October 1, 2021 | 73 | - | 73 |
| Charge for the year | 78 | - | 78 |
| Utilized | (2) | - | (2) |
| Unused amounts reversed | (1) | - | (1) |
| Currency exchange rate differences | 1 | - | 1 |
| Balance as at September 30, 2022 | 149 | - | 149 |
| Charge for the year | 30 | - | 30 |
| Utilized | (11) | - | (11) |
| Unused amounts reversed | (89) | - | (89) |
| Currency exchange rate differences | - | - | - |
| Divestment | (79) | - | (79) |
| Balance as at September 30, 2023 | - | - | - |
As at 30 September 2023, no trade receivables remain.
The following table reflects the gross outstanding trade receivable balance as of September 30th, 2022 broken down into balances that had not passed their due dates and balances that have passed their due dates. The latter category is further broken down into categories detailing the extent to which they had passed their due dates. The \u201cless than 30 days\u201d outstanding category represents receivables that had not yet passed their respective due dates.
| Not past due | Past due not individually credit impaired | Total | |||
|---|---|---|---|---|---|
| Less than 30 days | 31 to 60 days | 61 to 90 days | In excess of 90 days | 30 September 2022 | |
| The Netherlands | 456 | 38 | 9 | 82 | 585 |
| United States | 358 | 109 | 52 | 26 | 545 |
| France | 113 | 28 | 1 | 2 | 144 |
| Germany | - | 186 | 33 | - | 220 |
| Total | 927 | 363 | 95 | 111 | 1,495 |
The Company had applied the following loss rates to these categories of trade receivables to determine the allowance for expected credit losses as at 30 September 2022:
| Days outstanding | Weighted average loss rate applied | Gross carrying amount | ECL recognized |
|---|---|---|---|
| 1 to 30 days (not due) | 0% | 927 | - |
| 31 to 60 days (past due) | 0% | 363 | - |
| 61 to 90 days (past due) | 0% | 95 | - |
| 91 to 360 days (past due) | 0.1% | 111 | - |
| More than 360 days (past due) | 0.1% | - | - |
| Individually credit-impaired (stage 3 ECL) | n/a | 149 | (149) |
| Total | 1,644 | (149) |
Details on the movements in the valuation allowance (excluding recoverable VAT) are included in the following table.
| ECL on individually credit-impaired receivables | ECL on receivables past due not individually credit-impaired | Total | |
|---|---|---|---|
| Balance as at October 1, 2021 | 73 | - | 73 |
| Charge for the year | 78 | - | 78 |
| Utilized | (2) | - | (2) |
| Unused amounts reversed | (1) | - | (1) |
| Currency exchange rate differences | 1 | - | 1 |
| Balance as at September 30, 2022 | 149 | - | 149 |
| Charge for the year | 30 | - | 30 |
| Utilized | (11) | - | (11) |
| Unused amounts reversed | (89) | - | (89) |
| Currency exchange rate differences | - | - | - |
| Divestment | (79) | - | (79) |
| Balance as at September 30, 2023 | - | - | - |
The taxation and social security receivable as at 30 September 2023 regards to a VAT receivable.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Security Deposits | - | 80 |
| Prepayments | 25 | 211 |
| Total | 25 | 290 |
Security deposits mainly regard to rental agreements. Prepayments include short term prepaid amounts to suppliers (resulting from SaaS sales to customers < 1 year), prepaid rent and insurance premiums.
The taxation and social security receivable as at 30 September 2023 regards to a VAT receivable.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Security Deposits | - | 80 |
| Prepayments | 25 | 211 |
| Total | 25 | 290 |
Security deposits mainly regard to rental agreements. Prepayments include short term prepaid amounts to suppliers (resulting from SaaS sales to customers < 1 year), prepaid rent and insurance premiums.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Security Deposits | - | 80 |
| Prepayments | 25 | 211 |
| Total | 25 | 290 |
Security deposits mainly regard to rental agreements. Prepayments include short term prepaid amounts to suppliers (resulting from SaaS sales to customers < 1 year), prepaid rent and insurance premiums.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Security Deposits | - | 80 |
| Prepayments | 25 | 211 |
| Total | 25 | 290 |
Security deposits mainly regard to rental agreements. Prepayments include short term prepaid amounts to suppliers (resulting from SaaS sales to customers < 1 year), prepaid rent and insurance premiums.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasePrepaymentsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f9229": { "value": "Under this heading, the Company only includes cash at banks, potentially short-term deposits, and payments in transfer. As at 30 September 2023, there were no restrictions with respect to availability (30 September 2022: restrictions in the amount of \u20ac 34k).
The Company\u2019s authorized share capital amounts to \u20ac 500k (2022: \u20ac 500k), consisting of 5 million ordinary shares with a nominal value of \u20ac 0.10 each. Shareholders\u2019 equity (which equals Group equity) amounts to \u20ac 4,050k (or \u20ac 1.98 per share) as at September 30, 2023 (30 September 2022: \u20ac 10,869k, or \u20ac 5.60 per share). The movements in the number of common shares outstanding are summarized in the following table. All issued shares have been fully paid.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 1,941,538 | 1,678,718 |
| Issued | 108,616 | 262,820 |
| Balance as at September 30 | 2,050,154 | 1,941,538 |
| In \u20ac (x 1,000) | 205 | 194 |
Shares issued include those issued for no consideration under share-based payment arrangements. For details refer to the note Share-based payments, starting on page 76.
For the acquisition of TFT in 2013, 388,846 warrants were issued on December 2, 2013. Each warrant entitled the holder to purchase a newly issued share at a share price of \u20ac 7.00 until December 2, 2023. In FY 2023, warrants were exercised for a consideration of \u20ac 470k in cash (2022: \u20ac 1.6 million).
| 2023 | 2022 | |||
|---|---|---|---|---|
| Exercise Price (\u20ac) | Number of warrants | Exercise Price (\u20ac) | Number of warrants | |
| Warrants outstanding at October 1 | 7.00 | 67,160 | 7.00 | 295,728 |
| Warrants exercised | 7.00 | (67,140) | 7.00 | (228,568) |
| Warrants outstanding at September 30 | 7.00 | 20 | 7.00 | 67,160 |
The 'other reserves and retained earnings' component of equity contains other reserves, consisting of the legal reserves under Dutch law, which restrict the distribution of dividends or capital in the amount of nil (30 September 2022: \u20ac 2,514k).
Such restrictions also apply to the foreign currency translation reserve, carried at nil (30 September 2022: \u20ac 83k), which is also regarded as a legal reserve under Dutch law.
At the Annual General Meeting of shareholders, held on 24 March 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,959,109 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 980k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 2 May 2023, the interim dividend was distributed. A gross cash dividend of \u20ac 372k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 32,475 new ordinary shares were issued at a fair value of \u20ac18.70 per share (representing a total fair value of \u20ac 607k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
At the Extraordinary General Meeting, held on September 6, 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company's equity reserves, in the amount of \u20ac 30.49 per share. Given the total number of 2,050,154 outstanding shares, the total dividend amounted to \u20ac 62.5 million. Shareholders have received the dividend in cash on 20 September 2023. Transaction costs of \u20ac 78k have been deducted from share premium.
The second interim dividend brought the total dividend per share in 2023 to \u20ac 30.99.
As a result of the sale of the Company's operations, as well as the liquidation of TIE Ascention GmbH, a gain of \u20ac 17k was recognized as part of the exchange gains and losses. Refer to the note Financial income and expenses, starting on page 85. As part of the other comprehensive income in the statement of comprehensive income, the exchange differences are presented net of this reclassification adjustment.
At the Annual General Meeting of shareholders, held on 25 March 2022, the Company's shareholders approved the distribution of an interim dividend for the financial year 2022 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,907,286 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 954k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 29 April 2022, the interim dividend was distributed. A gross cash dividend of \u20ac 335k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 34,252 new ordinary shares were issued at a fair value of \u20ac18.05 per share (representing a total fair value of \u20ac 618k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
The Company\u2019s authorized share capital amounts to \u20ac 500k (2022: \u20ac 500k), consisting of 5 million ordinary shares with a nominal value of \u20ac 0.10 each. Shareholders\u2019 equity (which equals Group equity) amounts to \u20ac 4,050k (or \u20ac 1.98 per share) as at September 30, 2023 (30 September 2022: \u20ac 10,869k, or \u20ac 5.60 per share). The movements in the number of common shares outstanding are summarized in the following table. All issued shares have been fully paid.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 1,941,538 | 1,678,718 |
| Issued | 108,616 | 262,820 |
| Balance as at September 30 | 2,050,154 | 1,941,538 |
| In \u20ac (x 1,000) | 205 | 194 |
Shares issued include those issued for no consideration under share-based payment arrangements. For details refer to the note Share-based payments, starting on page 76.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f9391": { "value": "The 'other reserves and retained earnings' component of equity contains other reserves, consisting of the legal reserves under Dutch law, which restrict the distribution of dividends or capital in the amount of nil (30 September 2022: \u20ac 2,514k).
Such restrictions also apply to the foreign currency translation reserve, carried at nil (30 September 2022: \u20ac 83k), which is also regarded as a legal reserve under Dutch law.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f9399": { "value": "At the Annual General Meeting of shareholders, held on 24 March 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,959,109 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 980k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 2 May 2023, the interim dividend was distributed. A gross cash dividend of \u20ac 372k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 32,475 new ordinary shares were issued at a fair value of \u20ac18.70 per share (representing a total fair value of \u20ac 607k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
At the Extraordinary General Meeting, held on September 6, 2023, the Company's shareholders approved the distribution of an interim dividend for the financial year 2023 from the Company's equity reserves, in the amount of \u20ac 30.49 per share. Given the total number of 2,050,154 outstanding shares, the total dividend amounted to \u20ac 62.5 million. Shareholders have received the dividend in cash on 20 September 2023. Transaction costs of \u20ac 78k have been deducted from share premium.
The second interim dividend brought the total dividend per share in 2023 to \u20ac 30.99.
At the Annual General Meeting of shareholders, held on 25 March 2022, the Company's shareholders approved the distribution of an interim dividend for the financial year 2022 from the Company\u2019s equity reserves, in the amount of \u20ac 0.50 per share. Given the total number of 1,907,286 outstanding ordinary shares at that time, the total dividend declared amounted to \u20ac 954k. Shareholders had a choice between receiving the dividend in shares or in cash.
Subsequently, on 29 April 2022, the interim dividend was distributed. A gross cash dividend of \u20ac 335k was paid in cash to the shareholders after deduction of dividend withholding taxes. The cash dividend was distributed from the Company's retained earnings and the stock dividend from the Company's share premium. To settle the stock dividend, 34,252 new ordinary shares were issued at a fair value of \u20ac18.05 per share (representing a total fair value of \u20ac 618k). An amount of \u20ac 3k was recognized in share capital for the nominal value of the newly issued shares (\u20ac 0.10 per share) with a corresponding charge to share premium. In addition, transaction costs related to the issuance of the shares were charged to share premium.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f9462": { "value": "30.99", "decimals": 2, "dimensions": { "concept": "ifrs-full:DividendsRecognisedAsDistributionsToOwnersPerShare", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00", "unit": "iso4217:EUR/xbrli:shares" } }, "f9471": { "value": "0.5", "decimals": 2, "dimensions": { "concept": "ifrs-full:DividendsRecognisedAsDistributionsToOwnersPerShare", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2021-10-01T00:00:00/2022-10-01T00:00:00", "unit": "iso4217:EUR/xbrli:shares" } }, "f9473": { "value": "Under this Plan, members of the Executive Board may be awarded shares, based on achievement of performance conditions tied to the Company\u2019s operational performance and achievement of strategic goals. Shares issued under the Performance Share Plan are subject to transfer restrictions (a non-vesting condition). The fair value of the shares issued is determined based on the share price at the grant date, taking into account the effect of non-vesting conditions, not taking into account expected dividends. The following table details the number and weighted average fair value of the shares granted during the year.
| 2023 | 2022 | |
|---|---|---|
| Number of shares granted | 9,001 | - |
| Weighted average fair value at grant date | EUR 14.3 | - |
No performance shares were granted during FY 2022. The performance shares granted and issued in FY 2023, however, pertain to performance during FY 2022 but the grant took place after the balance sheet date and was thus accounted for in FY 2023. The fair value of the shares granted was determined at the approval date. An expense of \u20ac 129k was recognized under the employee benefits expenses in 2023. Reference is made to the note Operating expenses, starting on page 83.
The provisions consisted of a pension provision (classified as non-current in the statement of financial position) and a legal provision (classified as current in the statement of financial position).
The provisions relate to a pension provision for an unfunded defined benefit plans in Germany. Movements in the provision are disclosed below. As management has determined that the amounts of the defined benefit obligations are immaterial - both individually per plan and in aggregate - no further disclosures are provided in respect of these plans.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 120 | 190 |
| Charged/(released) to income statement | - | (70) |
| Divestment | (120) | - |
| Balance as at September 30 | - | 120 |
The provision had been formed for (potential) claims and disputes. The amount of the related outflow of resources is uncertain but the carrying amount represented management's best estimate to settle the liabilities as at the balance sheet date. Additions and releases have been accounted for as part of the results from discontinued operations.
| 2023 | 2022 | |
|---|---|---|
| Balance as at October 1 | 236 | - |
| Additions | - | 236 |
| Used | (36) | - |
| Releases | (200) | - |
| Balance as at September 30 | - | 236 |
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Payroll tax | - | 224 |
| Dividend withholding tax payable | 363 | - |
| VAT | - | 86 |
| Total | 363 | 310 |
Payroll tax liabilities include also liabilities for social security.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Accrued Expenses | 70 | 1,344 |
| Other Payables and Accruals | (3) | 506 |
| Pension Premiums | - | 16 |
| Total | 68 | 1,865 |
The accrued expenses included, among others, accrued holiday allowance and variable compensation for employees as at 30 September 2022. The line other payables and accruals included, among others, accruals for holiday rights outstanding with employees and salary payables as at 30 September 2022.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Payroll tax | - | 224 |
| Dividend withholding tax payable | 363 | - |
| VAT | - | 86 |
| Total | 363 | 310 |
Payroll tax liabilities include also liabilities for social security.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Accrued Expenses | 70 | 1,344 |
| Other Payables and Accruals | (3) | 506 |
| Pension Premiums | - | 16 |
| Total | 68 | 1,865 |
The accrued expenses included, among others, accrued holiday allowance and variable compensation for employees as at 30 September 2022. The line other payables and accruals included, among others, accruals for holiday rights outstanding with employees and salary payables as at 30 September 2022.
| 30 September 2023 | 30 September 2022 | |
|---|---|---|
| Accrued Expenses | 70 | 1,344 |
| Other Payables and Accruals | (3) | 506 |
| Pension Premiums | - | 16 |
| Total | 68 | 1,865 |
The accrued expenses included, among others, accrued holiday allowance and variable compensation for employees as at 30 September 2022. The line other payables and accruals included, among others, accruals for holiday rights outstanding with employees and salary payables as at 30 September 2022.
The segment reporting in these consolidated financial statements is aligned with the internal reporting to the Executive Board as Chief Operating Decision Maker of the Company.
Up until the divestment of the Company's business, such reporting was based on country segments and product development. All revenue, direct costs and fee earning staff were allocated to country operations and product development (or holding functions). As such, the operating segments (and reportable segments as no aggregation of operating segments takes place) were identified as the countries in which the Group operated, as well as TIE Product Development. The Company applied intercompany transfer pricing to account for the various roles country operations have in developing, marketing, selling and delivering our products to the customers. As the case may be, the Company identified sales roles, product ownership roles and development roles, with each role rewarded commensurate with its place in the value chain.
Since this format of reporting to the Executive Board remained in place until the moment the Company divested its business operations, the segment information presented below represents this. As such, it includes the results of the segments for the period 1 October 2022 until 13 September 2023, and for Titan N.V. as a holding company its results for the full year to facilitate reconciliations.
For segment reporting purposes, the Company applied the accounting policies as applied to these consolidated financial statements. The Executive Board evaluated segment performance on the basis of EBITDA. Inter-segment sales were only monitored by the Executive Board on a CGU level and not for the purpose of segment reporting. Information on segment assets and liabilities was not regularly provided to the Executive Board.
The tables on the following pages detail the segment information as well as the reconciliations of such segment information to net income as per the statement of comprehensive income.
| Revenues | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Software as a Service | 4,699 | 4,024 | 1,462 | 1,700 | - | - | 11,885 |
| Maintenance and Support | 243 | 670 | 78 | 15 | - | - | 1,006 |
| Consultancy | 822 | 438 | 37 | 273 | - | 7 | 1,578 |
| Licenses | 47 | 80 | - | 1 | - | - | 128 |
| Revenues | 5,811 | 5,212 | 1,577 | 1,990 | - | 7 | 14,597 |
| Other Income | - | - | - | - | - | 50 | 50 |
| Intercompany Sales | 11 | 1 | 15 | 183 | 1,418 | (1,627) | - |
| Total Income | 5,821 | 5,213 | 1,592 | 2,173 | 1,418 | (1,571) | 14,647 |
| Cost of Sales | (1,528) | (2,238) | (378) | (1,414) | (1,484) | 1,803 | (5,239) |
| Gross Margin | 4,293 | 2,975 | 1,214 | 759 | (67) | 233 | 9,407 |
| \u00a0 | |||||||
| Operating Expenses | \u00a0 | ||||||
| Employee Benefits | (1,254) | (1,732) | (812) | (553) | - | (7,946) | (12,297) |
| Other Operating Expenses | (1,556) | (1,702) | (560) | (553) | - | 2,491 | (1,881) |
| Total Operating Expenses | (2,810) | (3,434) | (1,372) | (1,106) | - | (5,456) | (14,179) |
| EBITDA | 1,483 | (459) | (158) | (347) | (67) | (5,223) | (4,771) |
| 2023 | |
|---|---|
| EBITDA | (4,771) |
| Depreciation and amortization | (1,337) |
| EBIT | (6,108) |
| Interest and Other Financial Income | 25 |
| Interest and Other Financial Expense | 10 |
| Loss before Tax | (6,073) |
| Corporate Income Tax | (3) |
| Net Loss (Continuing Operations and Discontinued Operations excl. result on the sale) | (6,076) |
| Result on the sale | 61,700 |
| Net Income (Continuing and Discontinued Operations) | 55,624 |
| Revenues | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Software as a Service | 4,621 | 3,900 | 1,222 | 1,385 | - | - | 11,127 |
| Maintenance and Support | 245 | 803 | 128 | 29 | - | - | 1,206 |
| Consultancy | 782 | 698 | 69 | 380 | - | 6 | 1,934 |
| Licenses | 28 | 60 | 1 | 2 | - | - | 91 |
| Revenues | 5,675 | 5,460 | 1,419 | 1,796 | - | 6 | 14,357 |
| Other Income | - | - | - | - | - | 27 | 27 |
| Intercompany Sales | 18 | - | - | - | 1,031 | (1,049) | - |
| Total Income | 5,693 | 5,460 | 1,419 | 1,796 | 1,031 | (1,016) | 14,384 |
| Cost of Sales | (1,658) | (2,809) | (332) | (1,265) | (1,015) | 1,025 | (6,054) |
| Gross Margin | 4,035 | 2,651 | 1,087 | 532 | 16 | 10 | 8,330 |
| Operating Expenses | |||||||
| Employee Benefits | (1,442) | (1,223) | (773) | (357) | - | (2,979) | (6,773) |
| Other Operating Expenses | (2,099) | (2,376) | (609) | (635) | - | 2,548 | (3,171) |
| Total Operating Expenses | (3,541) | (3,599) | (1,382) | (991) | - | (432) | (9,945) |
| EBITDA | 494 | (948) | (295) | (460) | 16 | (422) | (1,615) |
| 2022 | |
|---|---|
| EBITDA | (1,615) |
| Depreciation and amortization | (1,560) |
| EBIT | (3,174) |
| Interest and Other Financial Income | 216 |
| Interest and Other Financial Expense | (37) |
| Loss before Tax | (2,995) |
| Corporate Income Tax | 1,321 |
| Net Loss (Continuing and Discontinued Operations) | (1,674) |
The following tables includes information on assets and liabilities of segments as at 30 September 2022 as well as other selected segment information, other than the measures of profit or loss for each segment. For the purposes of segment reporting, intercompany receivables and payables are included under the liabilities and not reclassified to assets if they are in a (net) receivable position for the respective segment.
For 2023, this information is not presented as the operating segments have been divested prior to the balance sheet date, on 13 September 2023.
| Assets | TIE NL | TIE US | TIE France | TIE Germany | TIE Product Development | Holding and Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Intangible Fixed Assets | 595 | 540 | - | - | 2,521 | 1,283 | 4,940 |
| Tangible Fixed Assets | 73 | - | 4 | - | - | 527 | 604 |
| Deferred Tax Asset | - | 562 | 48 | - | - | 1,254 | 1,864 |
| Contract Cost Asset | 157 | 15 | 49 | 106 | - | - | 326 |
| Current Assets | 1,264 | 1,085 | 437 | 842 | 36 | 8,593 | 12,257 |
| Total Assets | 2,090 | 2,201 | 538 | 948 | 2,558 | 11,657 | 19,992 |
| Liabilities | |||||||
| Non-Current Liabilities | 365 | 57 | 201 | 478 | - | 145 | 1,247 |
| Current Liabilities | 2,767 | 1,654 | 771 | 945 | 54 | 1,685 | 7,876 |
| Intercompany Positions | (5,308) | (1,620) | (578) | (495) | 15,380 | (7,379) | - |
| Total Liabilities | (2,177) | 91 | 394 | 929 | 15,434 | (5,549) | 9,123 |
| Other Selected Items | |||||||
| Capital expenditure | - | - | - | - | 1,024 | 199 | 1,223 |
| Amortization and depreciation | 54 | 81 | 17 | - | 1,115 | 292 | 1,560 |
| FTE at year end | 34 | 32 | 15 | 11 | 8 | 24 | 123 |
The segment reporting in these consolidated financial statements is aligned with the internal reporting to the Executive Board as Chief Operating Decision Maker of the Company.
Up until the divestment of the Company's business, such reporting was based on country segments and product development. All revenue, direct costs and fee earning staff were allocated to country operations and product development (or holding functions). As such, the operating segments (and reportable segments as no aggregation of operating segments takes place) were identified as the countries in which the Group operated, as well as TIE Product Development. The Company applied intercompany transfer pricing to account for the various roles country operations have in developing, marketing, selling and delivering our products to the customers. As the case may be, the Company identified sales roles, product ownership roles and development roles, with each role rewarded commensurate with its place in the value chain.
Since this format of reporting to the Executive Board remained in place until the moment the Company divested its business operations, the segment information presented below represents this. As such, it includes the results of the segments for the period 1 October 2022 until 13 September 2023, and for Titan N.V. as a holding company its results for the full year to facilitate reconciliations.
For segment reporting purposes, the Company applied the accounting policies as applied to these consolidated financial statements. The Executive Board evaluated segment performance on the basis of EBITDA. Inter-segment sales were only monitored by the Executive Board on a CGU level and not for the purpose of segment reporting. Information on segment assets and liabilities was not regularly provided to the Executive Board.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f11056": { "value": "The expenses of continuing operations have been presented in the consolidated statement of comprehensive income based on their function.
The following tables detail the expenses of continuing operations by their nature, in a way that facilitates reconciliation to the expenses presented by their function. Please note that in both years presented, cost of sales, research and development as well as selling and marketing expenses for continuing operations were nil.
| General & Administrative | Total Expenses 2023 | |
|---|---|---|
| Employee Benefits | 5,068 | 5,068 |
| Other Operating Expenses | 275 | 275 |
| Total | 5,343 | 5,343 |
| General & Administrative | Total Expenses 2022 | |
|---|---|---|
| Employee Benefits | 6 | 6 |
| Other Operating Expenses | 461 | 461 |
| Total | 466 | 466 |
| 2023 | 2022 | |
|---|---|---|
| Invoiced management fees | 4,901 | 9 |
| Supervisory Board remuneration | 39 | 43 |
| Share-based payment expense | 129 | - |
| Other employee benefit expenses | - | 1 |
| Government grants | - | (47) |
| Total | 5,068 | 6 |
The invoiced management fees include remuneration due to the members of the Executive Board that is invoiced through a management company. Please note that these expenses were largely charged to group companies and therefore form part of the results from discontinued operations. The expenses of continuing operations for 2023 regard mainly to the special compensation for the Executive Board. Further details on this and on the Supervisory Board remuneration are provided in the note Related party disclosures, starting on page 88.
For details on the share-based payments, reference is made to note Share-based payments, starting on page 76.
| 2023 | 2022 | |
|---|---|---|
| Research and Development | - | 14 |
| Sales and Marketing | - | 31 |
| Consulting and Support | - | 56 |
| General and Administrative | - | 23 |
| Total1) | - | 123 |
| 2023 | 2022 | |
|---|---|---|
| Professional Service | 280 | 357 |
| Communications Expenses | (10) | 1 |
| Marketing Expenses | 2 | 65 |
| Travel | 9 | 3 |
| General & Administration | (6) | 34 |
| Total | 275 | 461 |
Included in the expenses for professional services are the fees charged by the Company's external independent auditor - PricewaterhouseCoopers Accountants N.V. These are detailed in the table below and represent the amounts expensed by the Company for the periods presented.
| 2023 | 2022 | |
|---|---|---|
| Audit of the financial statements | 220 | 218 |
| Other audit services | - | - |
| Tax advisory services | - | - |
| Other non-audit services | - | - |
| Total | 220 | 218 |
The following tables detail the expenses of continuing operations by their nature, in a way that facilitates reconciliation to the expenses presented by their function. Please note that in both years presented, cost of sales, research and development as well as selling and marketing expenses for continuing operations were nil.
| General & Administrative | Total Expenses 2023 | |
|---|---|---|
| Employee Benefits | 5,068 | 5,068 |
| Other Operating Expenses | 275 | 275 |
| Total | 5,343 | 5,343 |
| General & Administrative | Total Expenses 2022 | |
|---|---|---|
| Employee Benefits | 6 | 6 |
| Other Operating Expenses | 461 | 461 |
| Total | 466 | 466 |
The following tables detail the expenses of continuing operations by their nature, in a way that facilitates reconciliation to the expenses presented by their function. Please note that in both years presented, cost of sales, research and development as well as selling and marketing expenses for continuing operations were nil.
| General & Administrative | Total Expenses 2023 | |
|---|---|---|
| Employee Benefits | 5,068 | 5,068 |
| Other Operating Expenses | 275 | 275 |
| Total | 5,343 | 5,343 |
| General & Administrative | Total Expenses 2022 | |
|---|---|---|
| Employee Benefits | 6 | 6 |
| Other Operating Expenses | 461 | 461 |
| Total | 466 | 466 |
| 2023 | 2022 | |
|---|---|---|
| Invoiced management fees | 4,901 | 9 |
| Supervisory Board remuneration | 39 | 43 |
| Share-based payment expense | 129 | - |
| Other employee benefit expenses | - | 1 |
| Government grants | - | (47) |
| Total | 5,068 | 6 |
The invoiced management fees include remuneration due to the members of the Executive Board that is invoiced through a management company. Please note that these expenses were largely charged to group companies and therefore form part of the results from discontinued operations. The expenses of continuing operations for 2023 regard mainly to the special compensation for the Executive Board. Further details on this and on the Supervisory Board remuneration are provided in the note Related party disclosures, starting on page 88.
For details on the share-based payments, reference is made to note Share-based payments, starting on page 76.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f11240": { "value": "| 2023 | 2022 | |
|---|---|---|
| Research and Development | - | 14 |
| Sales and Marketing | - | 31 |
| Consulting and Support | - | 56 |
| General and Administrative | - | 23 |
| Total1) | - | 123 |
| 2023 | 2022 | |
|---|---|---|
| Professional Service | 280 | 357 |
| Communications Expenses | (10) | 1 |
| Marketing Expenses | 2 | 65 |
| Travel | 9 | 3 |
| General & Administration | (6) | 34 |
| Total | 275 | 461 |
Included in the expenses for professional services are the fees charged by the Company's external independent auditor - PricewaterhouseCoopers Accountants N.V. These are detailed in the table below and represent the amounts expensed by the Company for the periods presented.
| 2023 | 2022 | |
|---|---|---|
| Audit of the financial statements | 220 | 218 |
| Other audit services | - | - |
| Tax advisory services | - | - |
| Other non-audit services | - | - |
| Total | 220 | 218 |
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
Exchange rate gains and losses include realized and unrealized gains and losses. They are classified as financial income in the statement of comprehensive income for both years presented.
In 2023, the exchange rate gains and losses include a gain of \u20ac 13k related to the sale of group companies and a gain of \u20ac 3k related to the liquidation of TIE Ascention GmbH. These gains represent reclassification adjustments from the currency translation reserve to the income statement. In this respect, reference is also made to the note Equity, starting on page 75.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f11448": { "value": "| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
| 2023 | 2022 | |
|---|---|---|
| Interest income | - | 7 |
| Interest expense | (2) | (14) |
| Exchange rate gain/loss | 9 | 212 |
| Total | 7 | 198 |
| \u00a0 | 2023 | 2022 |
|---|---|---|
| Current tax expense/(benefit) | - | - |
| Deferred tax expense/(benefit) | - | (798) |
| Total corporate income tax expense/(benefit) attributable to continuing operations | - | (798) |
| \u00a0 | \u00a0 | \u00a0 |
| Corporate income tax relating to ordinary activities of discontinued operations | 3 | (523) |
| Corporate income tax relating to gain on discontinuance | - | - |
| Total corporate income tax expense/(benefit) attributable to discontinued operations | 3 | (523) |
| \u00a0 | \u00a0 | \u00a0 |
| Total corporate income tax expense/(benefit) | 3 | (1,321) |
The amount of income tax relating to the exchange differences on translation of foreign operations recognized in other comprehensive income amounts to nil (2022: nil).
The Company is domiciled in the Netherlands and its subsidiaries operate predominantly in the Netherlands, Germany, France and North America. As a basis for the effective tax reconciliation, management has applied the applicable tax rates in the Netherlands to the Company's result before tax. Such rates are 25,8%, or 15% for profits up to \u20ac 395k (2022: 25% and 15% for profits up to \u20ac 245k).
| 2023 | 2022 | |
|---|---|---|
| Result from continuing operations before income tax expense | (5,336) | (269) |
| Result from discontinued operations before income tax expense | 60,963 | (2,726) |
| Result before income tax expense | 55,627 | (2,995) |
| Tax expense/(benefit) at the Company's statutory tax rate | 14,309 | (773) |
| Effect of foreign tax rates | 32 | 82 |
| Non-taxable income | (15,919) | - |
| Non-deductible expenses | - | 5 |
| Recognition of previously unrecognized tax losses and deductible temporary differences as deferred tax asset | - | (845) |
| Tax losses and deductible temporary differences not recognized | 1,577 | 389 |
| Impact of other taxes classified as income taxes | - | (40) |
| Prior period tax adjustments | - | (134) |
| Other | 3 | (5) |
| Corporate income tax expense/(benefit) | 3 | (1,321) |
The non-taxable income in 2023 relates to the gain on the sale of the Company's business operations. Reference is made to the note Divestment of the Company's operations, starting on page 66.
The following table details the calculation of basic earnings per share.
| 2023 | 2022 | |
|---|---|---|
| Net income/(loss) from continuing operations (\u20ac * 1,000) | (5,336) | 529 |
| Net income/(loss) from discontinued operations (\u20ac * 1,000) | 60,960 | (2,203) |
| Net income/(loss) (\u20ac * 1,000) | 55,624 | (1,674) |
| Weighted average number of shares outstanding (thousands) | 1,979 | 1,829 |
| Basic earnings/(loss) per share from continuing operations (\u20ac) | (2.70) | 0.29 |
| Basic earnings/(loss) per share from discontinued operations (\u20ac) | 30.80 | (1.20) |
| Basic earnings/(loss) per share - total (\u20ac x 1) | 28.11 | (0.92) |
Diluted earnings per share take into effect the dilutive effect of warrants upon exercise. There are no other instruments with dilutive effects. The following table details the calculation of diluted earnings per share.
| 2023 | 2022 | |
|---|---|---|
| Net income/(loss) from continuing operations (\u20ac * 1,000) | (5,336) | 529 |
| Net income/(loss) from discontinued operations (\u20ac * 1,000) | 60,960 | (2,203) |
| Net income/(loss) (\u20ac * 1,000) | 55,624 | (1,674) |
| Weighted average number of shares outstanding (thousands) | 1,979 | 1,829 |
| Dilutive effect of warrants (thousands) | - | 42 |
| Weighted average number of shares outstanding (thousands) - fully diluted | 1,979 | 1,871 |
| Diluted earnings/(loss) per share from continuing operations (\u20ac) | (2.70) | 0.28 |
| Diluted earnings/(loss) per share from discontinued operations (\u20ac) | 30.80 | (1.18) |
| Diluted earnings/(loss) per share - total (\u20ac x 1) | 28.11 | (0.89) |
Key management consists of the members of the Executive Board.
Remuneration and expenses of the CEO are paid to his personal management B.V., CAPTA Management B.V. and his pension B.V., Bred Import B.V.. Remuneration and expenses of the CFO are paid to his personal management B.V., CouCou Compagnie B.V.
Titan N.V. group has remunerated the members of the Executive Board with the Base Management Fee until September 13, 2023, amounting to \u20ac 278k (CEO) and \u20ac 250k (CFO), respectively (2022: \u20ac 303k and \u20ac 273k, respectively), totaling \u20ac 528k (2022: \u20ac 576k). The Company has not incurred any expenses for a Short Term Incentive (2022: \u20ac 152k [CEO] and \u20ac 136k [CFO], totaling \u20ac 288k). Upon the sale of the business as per September 13, 2023 the Executive Board has been awarded a special compensation of \u20ac 2.577k (CEO) and \u20ac 2.319k (CFO) following sounding and concurrence of Titan's major shareholders. This special compensation, comparable to a broker fee, is a recognition for the efforts of the Executive Board covering many years to find a suitable strategic partner for the company. Titan N.V. has not incurred any (other) broker fees or intermediary fees for the sale to SPS Commerce Inc. The Company has incurred company car expenses amounting to \u20ac 14k (CEO) and \u20ac 14k (CFO), respectively (2022: \u20ac 14k and \u20ac 14k, respectively), totaling \u20ac 28k (2022: \u20ac 28k). Total short term benefits therefore amount to \u20ac 2,869k (CEO) and \u20ac 2,583 (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5.452k (2022: \u20ac 892k). In addition, the Company incurred a share-based payment expense in 2023 relating to performance in 2022 of \u20ac 68k (CEO) and \u20ac 61k (CFO), respectively (2022: nil), totaling \u20ac 129k (2022: nil). Total remuneration in 2023 therefore amounts to \u20ac 2,937k (CEO) and \u20ac 2,644k (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5,581k (2022: \u20ac 892k).
The General Meeting of Shareholders sets the remuneration of the members of the Supervisory Board. Members of the Supervisory Board are entitled to a fixed remuneration as well as a reimbursement for travel expenses incurred.
| Position | Remuneration 2023 | Remuneration 2022 | |
|---|---|---|---|
| Georg Werger | Chairman | 20 | 20 |
| Gerdy Harteveld-Smeets | Member | 10 | 10 |
| Per Nordling | Member | 10 | 10 |
| Total fixed remuneration | 40 | 40 | |
| Travel expenses reimbursed | 9 | 3 | |
| Total remuneration | 49 | 43 |
The consolidated financial statements include the financial information of Titan N.V., located in Breukelen, the Netherlands, and its direct and indirect former subsidiaries as included in the following table. All subsidiaries were sold in 2023, as disclosed in the note Divestment of the Company's operations, starting on page 66.
| Name | Statutory Seat | 30 September 2023 | 30 September 2022 |
|---|---|---|---|
| TIE Nederland B.V. | Amsterdam (Schiphol-Rijk), The Netherlands | 0% | 100% |
| TIE Product Development B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE MamboFive B.V. | Utrecht, The Netherlands | 0% | 100% |
| TIE Kinetix Europe B.V. | Amsterdam, The Netherlands | 0% | 100% |
| TIE Kinetix Holding B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| Pingli B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE Commerce Inc. | Burlington, MA, USA | 0% | 100% |
| TIE Kinetix S.A.S. | Montpellier, France | 0% | 100% |
| TIE Kinetix DACH GmbH | M\u00fcnchen, Germany | 0% | 100% |
| Performance Analytics GmbH | M\u00fcnchen, Germany | 0% | 100% |
| TIE Ascention GmbH | St. Gallen, Switzerland | 0% | 100% |
| TIE Kinetix Ltd | Marlow, United Kingdom | 0% | 100% |
Key management consists of the members of the Executive Board.
Remuneration and expenses of the CEO are paid to his personal management B.V., CAPTA Management B.V. and his pension B.V., Bred Import B.V.. Remuneration and expenses of the CFO are paid to his personal management B.V., CouCou Compagnie B.V.
Titan N.V. group has remunerated the members of the Executive Board with the Base Management Fee until September 13, 2023, amounting to \u20ac 278k (CEO) and \u20ac 250k (CFO), respectively (2022: \u20ac 303k and \u20ac 273k, respectively), totaling \u20ac 528k (2022: \u20ac 576k). The Company has not incurred any expenses for a Short Term Incentive (2022: \u20ac 152k [CEO] and \u20ac 136k [CFO], totaling \u20ac 288k). Upon the sale of the business as per September 13, 2023 the Executive Board has been awarded a special compensation of \u20ac 2.577k (CEO) and \u20ac 2.319k (CFO) following sounding and concurrence of Titan's major shareholders. This special compensation, comparable to a broker fee, is a recognition for the efforts of the Executive Board covering many years to find a suitable strategic partner for the company. Titan N.V. has not incurred any (other) broker fees or intermediary fees for the sale to SPS Commerce Inc. The Company has incurred company car expenses amounting to \u20ac 14k (CEO) and \u20ac 14k (CFO), respectively (2022: \u20ac 14k and \u20ac 14k, respectively), totaling \u20ac 28k (2022: \u20ac 28k). Total short term benefits therefore amount to \u20ac 2,869k (CEO) and \u20ac 2,583 (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5.452k (2022: \u20ac 892k). In addition, the Company incurred a share-based payment expense in 2023 relating to performance in 2022 of \u20ac 68k (CEO) and \u20ac 61k (CFO), respectively (2022: nil), totaling \u20ac 129k (2022: nil). Total remuneration in 2023 therefore amounts to \u20ac 2,937k (CEO) and \u20ac 2,644k (CFO), respectively (2022: \u20ac 469k and \u20ac 423k, respectively), totaling \u20ac 5,581k (2022: \u20ac 892k).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f12072": { "value": "The consolidated financial statements include the financial information of Titan N.V., located in Breukelen, the Netherlands, and its direct and indirect former subsidiaries as included in the following table. All subsidiaries were sold in 2023, as disclosed in the note Divestment of the Company's operations, starting on page 66.
| Name | Statutory Seat | 30 September 2023 | 30 September 2022 |
|---|---|---|---|
| TIE Nederland B.V. | Amsterdam (Schiphol-Rijk), The Netherlands | 0% | 100% |
| TIE Product Development B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE MamboFive B.V. | Utrecht, The Netherlands | 0% | 100% |
| TIE Kinetix Europe B.V. | Amsterdam, The Netherlands | 0% | 100% |
| TIE Kinetix Holding B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| Pingli B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE Commerce Inc. | Burlington, MA, USA | 0% | 100% |
| TIE Kinetix S.A.S. | Montpellier, France | 0% | 100% |
| TIE Kinetix DACH GmbH | M\u00fcnchen, Germany | 0% | 100% |
| Performance Analytics GmbH | M\u00fcnchen, Germany | 0% | 100% |
| TIE Ascention GmbH | St. Gallen, Switzerland | 0% | 100% |
| TIE Kinetix Ltd | Marlow, United Kingdom | 0% | 100% |
The consolidated financial statements include the financial information of Titan N.V., located in Breukelen, the Netherlands, and its direct and indirect former subsidiaries as included in the following table. All subsidiaries were sold in 2023, as disclosed in the note Divestment of the Company's operations, starting on page 66.
| Name | Statutory Seat | 30 September 2023 | 30 September 2022 |
|---|---|---|---|
| TIE Nederland B.V. | Amsterdam (Schiphol-Rijk), The Netherlands | 0% | 100% |
| TIE Product Development B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE MamboFive B.V. | Utrecht, The Netherlands | 0% | 100% |
| TIE Kinetix Europe B.V. | Amsterdam, The Netherlands | 0% | 100% |
| TIE Kinetix Holding B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| Pingli B.V. | Hoofddorp, The Netherlands | 0% | 100% |
| TIE Commerce Inc. | Burlington, MA, USA | 0% | 100% |
| TIE Kinetix S.A.S. | Montpellier, France | 0% | 100% |
| TIE Kinetix DACH GmbH | M\u00fcnchen, Germany | 0% | 100% |
| Performance Analytics GmbH | M\u00fcnchen, Germany | 0% | 100% |
| TIE Ascention GmbH | St. Gallen, Switzerland | 0% | 100% |
| TIE Kinetix Ltd | Marlow, United Kingdom | 0% | 100% |
As at 30 September 2023, there are no commitments and contingent liabilities requiring disclosure (30 September 2022: For the lease of the office in Breukelen, the Netherlands the Group issued a bank guarantee of \u20ac 72k, and for the lease of storage space in Germany a bank guarantee of \u20ac 40k).
As at 30 September 2023, there are no commitments and contingent liabilities requiring disclosure (30 September 2022: For the lease of the office in Breukelen, the Netherlands the Group issued a bank guarantee of \u20ac 72k, and for the lease of storage space in Germany a bank guarantee of \u20ac 40k).
As at 30 September 2023, there are no commitments and contingent liabilities requiring disclosure (30 September 2022: For the lease of the office in Breukelen, the Netherlands the Group issued a bank guarantee of \u20ac 72k, and for the lease of storage space in Germany a bank guarantee of \u20ac 40k).
As at 30 September 2023, there are no commitments and contingent liabilities requiring disclosure (30 September 2022: For the lease of the office in Breukelen, the Netherlands the Group issued a bank guarantee of \u20ac 72k, and for the lease of storage space in Germany a bank guarantee of \u20ac 40k).
", "dimensions": { "concept": "ifrs-full:DisclosureOfCollateralExplanatory", "language": "en", "entity": "scheme:724500IS1M4H9S4SDD39", "period": "2022-10-01T00:00:00/2023-10-01T00:00:00" } }, "f12185": { "value": "There have been no subsequent events requiring disclosure.