The activities of CM.com N.V. (CM.com) and its group companies (for the list of group companies see note 27) primarily consists of advising, guiding, implementing, and assisting companies approaching its target audience through modern (media) techniques. CM.com N.V. has its legal seat at Konijnenberg 30 at Breda, The Netherlands and is registered at the chamber of commerce under the registration number: 70523770.
The shares of CM.com N.V. are listed on Euronext Amsterdam in The Netherlands under the symbol CMCOM.
The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code.
The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023.
The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company.
The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group.
Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166).
Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current.
Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates.
The different valuation methods are referred to as 'hierachies' as described below:
Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable.
Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The consolidated financial statements incorporate the financial statements of CM.com and entities controlled by CM.com (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:
Has the power over the investee;
Is exposed, or has rights, to variable returns from its involvement with the investee; and
Has the ability to use its power to affect its returns.
CM.com reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company\u2019s voting rights in an investee are sufficient to give it power, including:
The size of the Company\u2019s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
Potential voting rights held by the Company, other vote holders or other parties;
Rights arising from other contractual arrangements;
Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders\u2019 meetings.
Consolidation of a subsidiary begins when CM.com obtains control over the subsidiary and ceases when CM.com loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date CM.com gains control until the date when CM.com ceases to control the subsidiary or foundation (CM.com Stichting, Stichting Derdengelden CM Payments and Stichting YourTicketProvider).
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with CM.com\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
CM.com\u2019s revenue is primarily derived from transactional and messaging services earned from customers using CM.com\u2019s communication platform. The transactional and messaging fees are recognized as revenue in the period in which the usage occurs (point-in-time). In contrast, the fees for enhanced access to the Platform and SLA fees are charged as a monthly, quarterly or yearly subscription and recognized as revenue over-time. In addition, CM.com has added SaaS-services like Mobile Service Cloud, Mobile Marketing Cloud and AI-chatbot services. This revenue is recognized over-time.
CM.com\u2019s operations are divided into operating segments based on how these operations are monitored by CM.com\u2019s management. Management, as key decision maker, monitors revenue that each segment generates. Acquisition costs, restructuring costs, integration costs, and other non-regularly recurring items are not allocated to CM.com\u2019s operating segments. Assets and liabilities are not monitored by segment and therefore not presented per segment. Non-current assets include intangible assets, goodwill, property, plant, and equipment, long-term receivables and deferred tax assets. The non-current assets of CM.com are mainly located in the Netherlands.
The definition of our operating segments has changed over the year due to the rapid growth of the Company. The old structure of CM.com's operating segments consisted of CPaaS, Payments, Platform and Other. The Platform segment has been split into SaaS and Ticketing to match with our internal reporting structure. Furthermore, the category Other has been merged with CPaaS, based on the nature of these revenue streams. Finally, we have also adjusted our Geographic Reporting to a higher aggregation level, due to our global expansion strategy. Comparative figures, in line with previous reports, are added for comparability.
CM.com\u2019s operating segments consist of CPaaS, SaaS, Payments and Ticketing (prior year: CPaaS, Payments, Platform and Other).
CPaaS means Communication Platform as a Service. CPaaS revenue consists of omnichannel messaging (such as Bulk SMS, WhatsApp, Apple Business Chat and RCS) and voice services that form part of CM.com's core service offering.
Cost of services for CM.com\u2019s CPaaS segment comprises primarily of fees paid to mobile network operators and OTT-providers for the purchase of mobile messages, voice and mobile data capacity and OTT-communication capabilities (as applicable).
SaaS means Software as a Service. CM.com provides organizations a portfolio of services that contribute to the optimization of their mobile business journey with (potential) clients. Customers pay monthly subscription fees for access to these platform features, this revenue is recognized over-time.
Cost of services for CM.com\u2019s SaaS segment comprises primarily of fees paid to suppliers of CM.com\u2019s supplementary platform features, data, email, digital signing, identification and verification services.
Revenue from online and point-of-sale payments consists of settlement and start-rate fees. Settlement fees include fees paid by merchants, usually as percentage of the transaction value as well as interchange and payment network fees incurred from financial institutions and a mark-up charged by CM.com for its payment services. Start-rate fees comprise fixed fees per transaction for the use of CM.com\u2019s platform. Point of sales revenue consists of hardware sales and SLA fees. The SLA fees are recognized over-time.
Cost of services for CM.com\u2019s Payments segment comprises primarily of fees paid to financial services providers, as well as interchange and payment network fees charged by financial institutions for facilitating payments through CM.com\u2019s platform. Hours related to development components in SLA contracts are also accounted for as cost of services.
Within Ticketing, revenue is generated by selling tickets and relating services. Revenue from Ticketing consists of start-rate fees and ticketing fees. Ticketing fees comprise fixed fees per transaction for the use of CM.com\u2019s platform. The ticketing fees are recognized point-in-time.
Ticketing does not have a generic cost of services, generally the revenues generate a 100% gross margin. For some clients however minor client-specific cost were recognized.
In the table below revenue is disaggregated by segment, reflecting both the old and new structure of CM.coms operating segments:
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 228,914 | 13,437 | 33,506 | 7,374 | 283,231 |
| Cost of Services | (195,679) | (6,038) | (3,642) | (5,903) | (211,262) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (116,569) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,600) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (223) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (151) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,974) |
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 196,019 | 11,580 | 21,166 | 8,282 | 237,047 |
| Cost of Services | (160,278) | (4,425) | (2,603) | (7,091) | (174,397) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (81,913) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19,263) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2,055) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (26) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21,344) |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 236,288 | 25,375 | 13,437 | 8,131 | 283,231 |
| Cost of Services | (201,581) | (3,075) | (6,038) | (568) | (211,262) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (116,569) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,600) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (223) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (151) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,974) |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 204,302 | 17,242 | 11,580 | 3,923 | 237,047 |
| Cost of Services | (167,369) | (2,301) | (4,425) | (302) | (174,397) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (81,913) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19,263) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2,055) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (26) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21,344) |
In the table below revenue is disaggregated by segment and geographical location, reflecting both the old and new structure of CM.com's operating segements and regions. The geograpical location is determined based on the billing address of the legal establishment of our customers.
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| The Netherlands | 47,677 | 9,449 | 24,041 | 2,790 | 83,957 |
| Belgium | 12,922 | 664 | 971 | 2,401 | 16,958 |
| France | 22,770 | 36 | 1,621 | 146 | 24,573 |
| Rest of Europe | 30,621 | 3,029 | 3,861 | 2,030 | 39,541 |
| APAC | 50,963 | 128 | 1,430 | 3 | 52,524 |
| Rest of World | 63,961 | 131 | 1,582 | 4 | 65,678 |
| \u00a0 | 228,914 | 13,437 | 33,506 | 7,374 | 283,231 |
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| The Netherlands | 78,395 | 7,981 | 15,664 | 3,911 | 105,951 |
| Belgium | 13,079 | 716 | 523 | 2,765 | 17,083 |
| France | 19,229 | 65 | 1,063 | 119 | 20,476 |
| Rest of Europe | 21,538 | 2,629 | 2,453 | 1,360 | 27,980 |
| APAC | 29,805 | 84 | 171 | 20 | 30,080 |
| Rest of World | 33,973 | 105 | 1,292 | 107 | 35,477 |
| \u00a0 | 196,019 | 11,580 | 21,166 | 8,282 | 237,047 |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| EMEA | 134,481 | 23,494 | 13,178 | 8,131 | 179,284 |
| of which the Netherlands | 50,467 | 17,572 | 9,449 | 6,469 | 83,957 |
| APAC | 50,966 | 1,252 | 128 | - | 52,346 |
| Americas | 50,841 | 629 | 131 | - | 51,601 |
| of which the USA | 34,812 | 418 | 22 | - | 35,252 |
| \u00a0 | 236,288 | 25,375 | 13,437 | 8,131 | 283,231 |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| EMEA | 142,452 | 16,226 | 11,391 | 3,923 | 173,992 |
| of which the Netherlands | 82,306 | 12,043 | 7,981 | 3,621 | 105,951 |
| APAC | 32,286 | 605 | 85 | - | 32,976 |
| Americas | 29,564 | 411 | 104 | - | 30,079 |
| of which the USA | 23,020 | 296 | 14 | - | 23,330 |
| \u00a0 | 204,302 | 17,242 | 11,580 | 3,923 | 237,047 |
In 2022, no single customer or partner contributed 10% or more to CM.com's revenue. In 2021, one partner contributed more than 10% to CM.com\u2019s revenue. Approximately \u20ac\u00a039.2 million of CPaaS revenue arose from sales to this partner.
The revenue is reduced with an amount of \u20ac\u00a02,188 thousand (2021: \u20ac\u00a092 thousand) relating to partner commissions paid to agents.
Goodwill and intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses. Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment annually.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and, if applicable, less impairment losses. Intangible assets with finite useful lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when CM.com can demonstrate the availability for use, the capability to generate future economic benefits and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less accumulated amortization and, if applicable, less accumulated impairment losses. During the period of development, the asset is tested for impairment annually.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and domain names, which have indefinite useful lives, from the date they are available for use. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
A summary of the movements in intangible assets and goodwill is provided:
| x \u20ac\u00a01,000 | Platform (software)1 | Goodwill | Customer relation | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 38,721 | 13,569 | 25,991 | 4,424 | 82,705 |
| Additions related to external costs | 1,229 | - | - | 214 | 1,443 |
| Acquisitions of subsidiaries | 7,789 | 9,184 | 3,715 | 22 | 20,710 |
| Development costs | 8,648 | - | - | - | 8,648 |
| Divestments | (142) | - | - | - | (142) |
| Conversion to exchange rate | - | - | 67 | - | 67 |
| At 31 December 2021 | 56,245 | 22,753 | 29,773 | 4,660 | 113,431 |
| Additions related to external costs | 618 | - | 90 | 53 | 761 |
| Acquisitions of subsidiaries | 5,352 | 7,202 | 2,636 | 85 | 15,275 |
| Development costs | 15,435 | - | - | - | 15,435 |
| Divestments | - | - | - | (135) | (135) |
| Conversion to exchange rate | - | - | (20) | - | (20) |
| At 31 December 2022 | 77,650 | 29,955 | 32,479 | 4,663 | 144,747 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Amortisation and Impairment | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 9,486 | 543 | 9,714 | 1,739 | 21,482 |
| Amortisation | 8,820 | - | 2,782 | 177 | 11,779 |
| Divestments | - | - | - | - | - |
| Conversion to exchange rate | - | - | 37 | - | 37 |
| At 31 December 2021 | 18,306 | 543 | 12,533 | 1,916 | 33,298 |
| Amortisation | 9,755 | 8 | 3,019 | 179 | 12,961 |
| Conversion to exchange rate | - | - | (15) | - | (15) |
| At 31 December 2022 | 28,061 | 551 | 15,537 | 2,095 | 46,244 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 37,939 | 22,210 | 17,240 | 2,744 | 80,133 |
| At 31 December 2022 | 49,589 | 29,404 | 16,942 | 2,568 | 98,503 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 5-10 | indefinite | 10 | 5-10 / indefinite | \u00a0 |
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of CM.com\u2019s cashgenerating units (CGU\u2019s) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquirement are assigned to those units. CM.com tests goodwill and intangible assets with indefinite useful lives annually in December, or whenever management identifies condition that may indicate a risk of impairment. In the table below the intangible assets are disaggregated per CGU, reflecting the new structure of CM.com's operating segments as explained in note 4. Comparative figures are therefor adjusted to the new structure. The intangible assets are allocated as follows:
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 1,059 | 18,817 | 8,780 | 748 |
| Domain names | 481 | 608 | 372 | 140 |
| post-tax WACC | 11.48% | 13.53% | 12.30% | 12.67% |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 926 | 11,649 | 8,887 | 748 |
| Domain names | 889 | 340 | 183 | 144 |
| post-tax WACC | 10.50% | 12.50% | 12.00% | 12.50% |
The impairment test is based on cash flow projections for five years (note 29). These cash flow projections are based on the financial forecast approved by management, covering a three-years period (2023-2025). The cash flow projections beyond that three year period are based on expected revenue growth, derived from our mid-term guidance which focusses on gross profit growth, resulting in a revenue growth rate of 45% for SaaS and 39% for Payments. CGU\u2019s are tested for impairment by comparing the carrying amount of each CGU to its recoverable amount. Recoverable amount is based on value in use and is determined using a discounted cash flow model with a five-year forecast period.
For all CGU's a long-term inflation expectation of 2.44% (2021: 0%) was used to determine the terminal value. The estimated post-tax cash flows are discounted to their present value using a post-tax weight average cost of capital (WACC). WACC is based on a peer group of similar listed entities and is determined with reference to CM.com\u2019s target capital structure. A sensitivity analysis has been performed considering a change in the WACC of 1% and a change in the long-term growth rate of 0.5%. The analysis indicates that for CPaaS, Saas and Ticketing there is sufficient positive headroom to absorb adverse changes in the WACC and long-term growth rate even if these changes were to occur simultaneously. For Payments headroom is limited and particularly sensitive to revenue growth. The amount by which the CGU\u2019s Payments recoverable amount exceeds its carrying amount is \u20ac\u00a010 million. The annual revenue growth rate (CAGR) for the period 2023-2027 should be around 25% before the recoverable amount will be equal to its carrying amount, which is currently in the impairment model around 37% for the period 2023-2027. Actual growth over FY 2022 was 16% (12% excluding Payplaza acquisition). Management however is confident that as a result of acquisitions and new technological developments, a growth rate over 25% is most realistic. Management will monitor growth against this benchmark rate for the upcoming reporting periods and update the impairment analyses in case of impairment triggers. No impairment charges were recognized during 2022 and 2021.
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Acquisitions of businesses are accounted for using the acquisition method. The aggregate of the consideration transferred in a business combination is measured at fair value on the acquisition date. Acquisition-related costs are expensed as incurred and included in other operating expenses. Acquisition related costs amount to \u20ac\u00a0181 thousand (2021: \u20ac\u00a0469 thousand).
On 1 March 2022, CM.com acquired 100% of the shares and voting rights of Building Blocks Holding B.V. and its subsidiaries (hereafter 'Building blocks'). Building Blocks is a group of unlisted entities situated in the Netherlands, specialised in consumer artificial intelligence (\u201cAI\u201d) and builds personalized consumer interactions. The purchase price allocation is based on fair value of identifiable assets and liabilities of Building Blocks Holding B.V. The acquisition of Building Blocks is related to the SaaS segment.
The initial accounting for the acquisitions has only been provisionally determined at the end of the reporting period. The Company does not expect adjuments to the PPA, however wants to retain the ability to perform backtesting at the end of the measurement period.
The acquired trade and other receivables mainly consist of trade and VAT receivables. The present value of the earn-out is based on the 2022-2024 financial performance of the Company acquired mainly based on recurring revenue and represents our best estimate as at 31 December 2022. The earn-out will be payable if certain recurring revenue, targets are met. The total range of outcomes (undiscounted), on acquisistion date, is between \u20ac\u00a00 and \u20ac\u00a014 million.
The recognised goodwill relating to the acquisition represents future economic bene\ufb01ts speci\ufb01c to the Group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future and revenues generated because of new capabilities of the acquired product platforms. The total amount of goodwill recorded for this acquisition is not deductible for corporate tax purposes.
Building Blocks' contribution in 2022 to revenue amounts to \u20ac\u00a03,475 thousand. If the acquisition was done as per 1 January, the contribution to revenue would be \u20ac\u00a04,124 thousand. The total contribution to net result of Building Block is minus \u20ac\u00a0822 thousand. If the acquisition was done as per 1 January, the contribution to net result would be minus \u20ac\u00a0976 thousand.
The provisional fair values of identifiable assets and liabilities of the acquisition as at the date of acquisition were:
| x \u20ac\u00a01,000 | Note | Building Blocks |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Consideration paid in cash | \u00a0 | 6,891 |
| Equity payment | \u00a0 | 2,584 |
| Earn-out (part of other accruals) | 20 | 2,558 |
| Total consideration | \u00a0 | 12,033 |
| \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 5 | 14 |
| Intangible assets (Platform and Other) | 5 | 1,280 |
| Property, plant and equipment | \u00a0 | 354 |
| Right of use assets | \u00a0 | 1,606 |
| Long-term receivables | \u00a0 | 24 |
| Trade and other receivables | \u00a0 | 1,198 |
| Cash and cash equivalents | \u00a0 | 562 |
| Long-term debt | \u00a0 | (2,499) |
| Trade and other payables | \u00a0 | (1,997) |
| Contract liabilities | \u00a0 | (737) |
| Deferred tax asset | 11 | 290 |
| Deferred tax liability | 11 | (290) |
| Carrying value at acquisition date | \u00a0 | (195) |
| \u00a0 | \u00a0 | \u00a0 |
| Platform fair value adjustment recognised | 5 | 4,157 |
| Customer relations fair value adjustment recognised | 5 | 2,636 |
| Deferred tax liability fair value adjustment recognised | 11 | (1,753) |
| Total fair value of net indentifiable assets and liabilities | \u00a0 | 4,845 |
| \u00a0 | \u00a0 | \u00a0 |
| Goodwill recognised | 5 | 7,187 |
On 17 March 2021 CM.com acquired 100% of the shares and voting rights of SEPASoft B.V. and its subsidiaries (hereafter \"PayPlaza\"). PayPlaza is a group of unlisted entities situated in the Netherlands, specialized in payment solutions. The purpose of the acquisition is to increase the payment activities of CM.com. SEPASoft B.V. is specialized in Point of Sale (POS) solutions. The purchase price allocation is based on fair values of identifiable assets and liabilities of SEPASoft B.V.
On 1 April 2021 CM.com acquired 100% of the shares and voting rights of YourTicketProvider B.V. and Get a Ticket B.V. (herafeter \"YTP\"). YTP is an group of unlisted entities, situated in the Netherlands. The purpose of the acquisition is to increase the Ticketing activities of CM.com. The purchase price allocation is based on fair values of identifiable assets and liabilities of YTP.
On 1 July 2021 CM.com acquired 100% of the shares and voting rights of TraceDock B.V. TraceDock B.V. is an unlisted entity situated in the Netherlands, specialized in customer data. The purpose of the acquisition is to complement our Mobile Marketing solution (SaaS segment). The purchase price allocation is based on fair values of identifiable assets and liabilities of TraceDock B.V.
On 1 November 2021 CM.com acquired 100% of the shares and voting rights of Appmiral BVBA. Appmiral BVBA is an unlisted entity situated in Belgium. The purpose of the acquisition is to complement the Ticketing activities of CM.com using the event and festival application of Appmiral. The purchase price allocation is based on fair values of identifiable assets and liabilities of Appmiral BVBA.
The acquired trade and other receivables mainly consist of trade receivables. The present value of the earn-out is based on the 2021-2023 financial performance of the companies acquired, mainly based on revenue or Annual Recurring Revenue (ARR) and represents our best estimate as at 31 December 2021. The earn-out will be payable if certain revenue, ARR and non-financial targets are met. The total range of outcomes (undiscounted) is between \u20ac\u00a00 and \u20ac\u00a016.6 million.
The goodwill relating to the 2021 acquisitions represents future economic bene\ufb01ts speci\ufb01c to the group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future and revenues generated because of new capabilities of the acquired product platforms. The total amount of goodwill recorded these acquisitions is not deductible for corporate tax purposes.
The total contribution in 2021 to revenue of the acquisitions is \u20ac\u00a04,270 thousand for PayPlaza and \u20ac\u00a01,274 thousand for the other acquisitions. If the acquisitions were done as per 1 January the contribution to revenue would be \u20ac\u00a05,501 thousand for PayPlaza and \u20ac\u00a01,911 thousand for the other acquisitions in 2021. The total contribution to net results of the acquisitions is minus \u20ac\u00a0815 thousand for PayPlaza and \u20ac\u00a0283 thousand for the other acquisitions. If the acquisitions were done as per 1 January the contribution would be minus \u20ac\u00a0396 thousand for PayPlaza and \u20ac\u00a0514 thousand for the other acquisitions.
For a number of earn-out arrangements made on acquisitions, as at 31 December 2022 the fair value has been remeasured. As a consequence of lower then expected performance of the acquisitions, a release of \u20ac\u00a04,613 thousand has been reported under 'financial income'. Not all earn-outs have been agreed with the selling shareholders. For other acquisitios that perform better then expected the remeasurement led to an increase in the earn-out liability and \u20ac\u00a0504 thousand has been reported under 'financial expenses' .
The fair values of identifiable assets and liabilities of acquisitions as at the date of acquisition were:
| x \u20ac\u00a01,000 | SEPASoft | Other | Total |
|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Consideration paid in cash | 9,825 | 2,996 | 12,821 |
| Equity payment | - | - | - |
| Earn-out (part of other accruals) | 2,230 | 2,971 | 5,201 |
| Total consideration | 12,055 | 5,967 | 18,022 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intangible assets | - | 59 | 59 |
| Property, plant and equipment | 566 | 172 | 738 |
| Right of use assets | - | 86 | 86 |
| Financial assets | - | 22 | 22 |
| Inventories | 339 | - | 339 |
| Trade and other receivables | 1,020 | 331 | 1,351 |
| Trade and other receivables Stichting Derdengelden | - | 155 | 155 |
| Cash and cash equivalents | 965 | 329 | 1,294 |
| Cash and cash equivalents Stichting Derdengelden | - | 650 | 650 |
| Trade and other payables | (1,702) | (817) | (2,519) |
| Trade and other payables Stichting Derdengelden | - | (805) | (805) |
| Contract liabilities | (702) | (212) | (914) |
| Deferred tax liability | (264) | - | (264) |
| Borrowings | (1,011) | (225) | (1,236) |
| Total fair value of net indentifiable assets and liabilities | (789) | (255) | (1,044) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill recognised | 6,486 | 2,696 | 9,182 |
| Platform recognised | 5,140 | 2,612 | 7,752 |
| Customer relations recognised | 1,624 | 2,090 | 3,714 |
| Trade name recognised | - | - | - |
| Deferred tax liability recognised | (406) | (1,176) | (1,582) |
An associate is an entity over which CM.com has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.
Details of associates at the end of the reporting period are as follows:
| Name of associate | Principal activity | Place of incorporation and principal place of business | Proportion of ownership interest and voting rights | |||
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | 2022 | 2021 | ||
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| PHOS Services Ltd | Transforming mobile devices into POS terminals | Bromley, England | 8.92% | 8.92% |
This associate is accounted for using the equity method in these consolidated financial statements.
The financial year end date of PHOS Services Ltd is 31 August. For the purposes of applying the equity method of accounting, the financial statements of PHOS Services Ltd for the year ended 31 August 2022 have been used, and appropriate adjustments have been made for the effects of significant transactions between that date and 31 December 2022.
Although CM.com holds less than 20% of the equity shares of PHOS Services Ltd, and it has less than 20% of the voting power at shareholder meetings, CM.com exercises significant influence as a result of the appointment as one of the investor directors contractual rights.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 1 January | 1,974 | - |
| \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 |
| Additions from business combinations | - | 2,000 |
| Share of result of associates | (151) | (26) |
| Carrying amount as at 31 December | 1,823 | 1,974 |
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where CM.com operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
CM.com N.V. forms a fiscal unity for corporate income tax purposes with the following subsidiaries:
CM.COM Netherlands B.V.
CM.com International B.V.
CM Payments B.V.
CM Platform B.V.
CM.com R&D 1 B.V.
CM.com R&D 2 B.V.
CM.com R&D 3 B.V.
CM.com R&D 4 B.V.
CM.com R&D 5 B.V.
CM.com R&D 6 B.V.
CM.com R&D 7 B.V.
CM.com R&D 8 B.V.
CM.com R&D 9 B.V.
CM.com R&D 10 B.V.
CM.com R&D 11 B.V.
CM.com R&D 12 B.V.
CM.com R&D 13 B.V.
SEPASoft B.V. B.V.
PayPlaza B.V.
PayPlaza Gov Solutions B.V.
Your Ticket Provider B.V.
Get-a-Ticket B.V.
The Selfservice Company Solutions B.V. (as per 1 January 2022)
The subsidiaries are charged for the corporate income tax based on their results. The other subsidiaries are not part of the fiscal unity of CM.com N.V.
Major components of the income tax expense :
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Current tax: | \u00a0 | \u00a0 |
| Current year | 695 | 103 |
| Adjustments prior year | 1,198 | (20) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deferred tax: | \u00a0 | \u00a0 |
| Movement in temporary differences | (2,262) | (1,019) |
| Movement in tax losses carried forward | (121) | (2,840) |
| Tax rate differences | 77 | (78) |
| Adjustments prior year | 180 | - |
| Taxation according to the profit and loss account | (233) | (3,854) |
The effective tax rate for 2022 is 0.5% (2021: 18.1%) and can be reconciled as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Loss before tax | (44,974) | (21,344) |
| Adjustment result of associates | 151 | 26 |
| Loss for tax calculation | (44,823) | (21,318) |
| Income tax expense at statutory tax rate (25.8%) | (11,564) | (5,330) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Non-deductible expenses | (510) | 353 |
| Rate differential | (318) | (209) |
| Non-recognition of deferred tax asset | 11,875 | 1,717 |
| Tax losses utilised | (826) | (1,478) |
| Deferred tax asset through equity | (268) | 1,113 |
| Tax relating to prior periods | 1,378 | (20) |
| Tax charged against result before tax | (233) | (3,854) |
Deferred tax is recognized using the balance sheet method, providing for carry forward losses and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting data. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred tax assets (DTA) for unused tax losses are recognized to the extent that it is probable that taxable profit will be available against which the unused tax losses can be utilised. CM.com has tax losses carried forward of \u20ac\u00a090.5 million as at 31 December 2022 (2021: \u20ac\u00a047.1 million), out of which \u20ac\u00a00.8 million (2021: \u20ac\u00a01.2 million) expires in the following five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed). \u20ac\u00a00.4 million (2021: \u20ac\u00a00.4 million) will expire after five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed) and \u20ac\u00a089.3 million (2021: \u20ac\u00a045.5 million) can be carried forward indefinitely (of this for a total of \u20ac\u00a06.5 million a DTA is formed). For \u20ac\u00a065.2 million unused tax losses no deferred tax asset is formed.
Deferred tax assets recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Tax losses | Convertible bond | Right-of-use assets | Deferred costs | Other |
|---|---|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 812 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 4,135 | 4,102 | - | 33 | - | - |
| Mutations through profit or loss | 1,119 | 1,119 | - | - | - | - |
| Mutations through equity | 1,113 | - | 1,113 | - | - | - |
| Charge to profit or loss | (230) | - | - | 11 | - | (241) |
| Effect of change in tax rate | 341 | - | - | - | - | 341 |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 1,083 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 6,478 | 5,221 | 1,113 | 44 | - | 100 |
| Mutations through profit or loss | 121 | 121 | - | - | - | - |
| Mutations through equity | (268) | - | -268 | - | - | - |
| Acquisition of subsidiary | 290 | 290 | - | - | - | - |
| Charge to profit or loss | 402 | - | - | 16 | 493 | (107) |
| Exchange differences | 3 | 18 | - | (22) | - | 7 |
| Carrying amount as at 31 December 2022 before netting | 7,026 | 5,650 | 845 | 38 | 493 | - |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 1,506 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Deferred tax liabilities recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Intangible assets | Property, plant and equipment | Convertible bond |
|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 4,093 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 7,416 | 6,486 | 930 | - |
| Mutations through equity | 1,698 | - | - | 1,698 |
| Mutations through profit or loss | (2,718) | (1,744) | (930) | (44) |
| Acquisition of subsidiary | 1,846 | 1,846 | - | - |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 2,847 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 8,242 | 6,588 | - | 1,654 |
| Mutations through profit or loss | (1,860) | (1,534) | - | (326) |
| Acquisition of subsidiary | 2,043 | 2,043 | - | - |
| Effect of change in tax rate | 77 | 77 | - | - |
| Previous years | 180 | 180 | - | - |
| Carrying amount as at 31 December 2022 before netting | 8,682 | 7,354 | - | 1,328 |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 3,162 | \u00a0 | \u00a0 | \u00a0 |
CM.com manages its capital to ensure that entities in CM.com will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. CM.com\u2019s overall strategy remains unchanged from 2021.
The capital structure of the Company consists of net debt (borrowings as disclosed in note 18 and convertible bonds as disclosed in note 19 after deducting available cash and cash equivalents as disclosed in note 15) and shareholders\u2019 equity (comprising issued ordinary share capital, share premium, reserves and accumulated deficits as disclosed below).
At 1 January 2022 the number of issued shares was 28,840,098 with a total nominal value of \u20ac\u00a01,730 thousand. All shares are ordinary shares. During 2022, a total of 22,837 shares were issued in relation to employee plans (see note 23). Next to that, a total of 71,583 shares were issued in relation with earn-outs of acquired companies. At year-end that brings the total of issued shares up to 28,934,518 with a total nominal value of \u20ac\u00a01,736 thousand. At balance date there are only ordinary shares.
In 2022, the Company purchased 143,925 own shares relating to business combinations and 60,000 own shares to satisfy obligations related to the equity-settled share-based compensation plans, of which 4,153 shares were vested during 2022 (see note 23). At year-end the amount of treasury shares held amounts to \u20ac0.9 million (2021: nil) and represents 55,847 shares (2021: nil).
The legal reserves, in amount of \u20ac\u00a031,358 thousand (2021: \u20ac\u00a020,626 thousand) are considered non distributable in accordance with Dutch Law, as presented in the Corporate Financial Statements (see note 6) and relate to capitalized development costs.
No dividends are available to payout.
The weighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share is 28,887,308 (2021: 28,789,534). The total comprehensive loss used in the calculation of basic an diluted loss per share over 2022 amounts to \u20ac\u00a043,561 thousand (2021: \u20ac\u00a016,602 thousand).
Credit risk represents the financial loss that would have to be recognized on the reporting date if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from CM.com\u2019s receivables from customers.
CM.com\u2019s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of CM.com\u2019s customer base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk. CM.com mitigates the credit risk through setting appropriate credit limits for each of its customers. We continuously monitor the creditworthiness of debtors and act appropriately on expired invoices.
The carrying amount of financial assets represents the maximum credit exposure. For CM.com\u2019s statement of the carrying amounts see note 17 and note 20. The additional charges to expenses mainly concentrate to one individual client for a bad debt position of \u20ac\u00a04.2 million. No other significant concentration of credit risk existed as at the reporting date.
The changes in the provision for credit losses are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Balance as per 1 January | 372 | 155 |
| Additional charges to expenses | 5,435 | 238 |
| Bad debts written off | (259) | (21) |
| Balance as per 31 December | 5,548 | 372 |
The ageing of accounts receivables, net of the provision for credit losses, is set out below:
| x \u20ac\u00a01,000 | 2022 | 2022 | 2021 | 2021 |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Gross | Net | Gross | Net |
| Current | 15,226 | 14,455 | 17,930 | 17,603 |
| 1 - 30 days | 2,796 | 2,705 | 4,530 | 4,522 |
| 31 - 60 days | 5,312 | 5,085 | 977 | 969 |
| > 60 days | 7,874 | 3,415 | 1,580 | 1,551 |
| \u00a0 | 31,208 | 25,660 | 25,017 | 24,645 |
The buckets and expected credit loss (ECL) are estimated as follows:
| Bucket | Percentage of ECL | |
|---|---|---|
| \u00a0 | 2022 | 2021 |
| Current | 1.04% | 0.28% |
| 1 - 30 days | 1.71% | 0.54% |
| 31 - 60 days | 6.21% | 3.68% |
| > 60 days | 10.00% | 12.80% |
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and analysis of the debtor\u2019s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
For the other financial assets such as other receivables and deposits the assumption is applied that no expected credit loss is needed, due to low credit risk, the expected credit losses are deemed as not significant.
CM.com applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and accrued income. To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared credit risk characteristics which are determined based on the days past due. Contract assets relate to unbilled revenue and have substantially the same risk characteristics as the current trade receivables for the same types of contracts.
The expected loss rates are based on the payment profiles of sales over prior periods and the corresponding historical credit losses experienced relating to those periods.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with CM.com, and a failure to make contractual payments.
Impairment losses on trade receivables and accrued income are presented as net impairment losses within profit or loss. Subsequent recoveries of amounts previously written off are credited against the same line item.
Liquidity risk is the risk that CM.com will not be able to meet its financial obligations as they fall due. CM.com\u2019s approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to CM.com\u2019s reputation.
Periodically, liquidity budgets are prepared. Liquidity risks are controlled through interim monitoring and possible adjustments. The liquidity budgets take cash constraints into account.
CM.com assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. CM.com ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 180 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
The table below summarises the expected future cash flows from CM.com\u2019s financial liabilities based on contractual undiscounted payments:
| x \u20ac\u00a01,000 | Note | 0-3 months | 4-12 months | 1-5 years | Over 5 years | Total | Carrying amount Total |
|---|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Lease liabilities | 18 | 2,114 | 5,957 | 11,016 | 8,807 | 27,894 | 23,689 |
| Convertible bond | 19 | 1,000 | 1,000 | 106,000 | - | 108,000 | 94,262 |
| Trade payables | 20 | 25,241 | - | - | - | 25,241 | 25,241 |
| Other financial liabilities | 20 | 78,363 | 224 | - | - | 77,869 | 78,548 |
| Bank loans | 18 | 4 | 11 | 5 | - | 20 | 20 |
| Tax debt long-term | 18 | - | - | 1,121 | - | 1,121 | 1,053 |
| \u00a0 | \u00a0 | 106,722 | 7,192 | 118,142 | 8,807 | 240,145 | 222,813 |
| x \u20ac\u00a01,000 | Note | 0-3 months | 4-12 months | 1-5 years | Over 5 years | Total | Carrying amount Total |
|---|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Lease liabilities | 18 | 976 | 2,869 | 5,677 | 926 | 10,448 | 10,053 |
| Convertible bond | 19 | 500 | 1,500 | 107,378 | - | 109,378 | 92,648 |
| Trade payables | 20 | 13,857 | - | - | - | 13,857 | 13,857 |
| Other financial liabilities | 20 | 54,456 | - | - | - | 54,456 | 54,456 |
| \u00a0 | \u00a0 | 69,789 | 4,369 | 113,055 | 926 | 188,139 | 171,014 |
CM.com\u2019s borrowing facilities and revolving credit facilities are detailed in note 18.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect CM.com\u2019s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The market risk comprises three types of risk, interest rate risk, foreign currency risk and other risk. CM.com only recognizes the foreign currency risk as an applicable currency risk, due to the fact that there are no outstanding loans with variable interest and little other risk from external factors.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. CM.com is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the functional currency. The currency giving rise to this risk are primarily CNY, GBP, INR (prior year HKD), JPY, SGD and USD. As CM.com operates globally, purchases are done in multiple currencies.
CM.com's exposure to currency risk was as follows based on notional amounts:
| FY 2022 x \u20ac\u00a01,000 | \u00a0 | CNY | GBP | INR | JPY | SGD | USD |
|---|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | 4,802 | 519 | 497 | 173 | 3,143 | 528 |
| Trade receivables | \u00a0 | 548 | 384 | 149 | 284 | 57 | 12,377 |
| Trade payables | \u00a0 | (147) | (556) | (15) | (97) | (99) | (4,880) |
| \u00a0 | \u00a0 | 5,203 | 347 | 631 | 360 | 3,101 | 8,025 |
| FY 2021 x \u20ac\u00a01,000 | \u00a0 | CNY | GBP | HKD | JPY | SGD | USD |
|---|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cash and cash equivalents | \u00a0 | 5,914 | 1,156 | 22 | 1,198 | 523 | 8,952 |
| Trade receivables | \u00a0 | 1,399 | 593 | 472 | 101 | (2) | 12,237 |
| Trade payables | \u00a0 | (232) | (916) | (407) | (177) | (49) | (1,221) |
| \u00a0 | \u00a0 | 7,081 | 833 | 87 | 1,122 | 472 | 19,968 |
A reasonable possible change in CNY exchange rate (+5%, calculated from CNY), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a0246 thousand (2021: \u20ac\u00a0266 thousand).
A reasonable possible change in GBP exchange rate (+5%, calculated from GBP), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a017 thousand (2021: \u20ac\u00a031 thousand).
A reasonable possible change in INR exchange rate (+5%, calculated from INR), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a030 thousand (2021: nil).
A reasonable possible change in JPY exchange rate (+5%, calculated from JPY), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a017 thousand (2021: \u20ac\u00a042 thousand).
A reasonable possible change in SGD exchange rate (+5%, calculated from SGD), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a0140 thousand (2021: \u20ac\u00a018 thousand).
A reasonable possible change in USD exchange rate (+5%, calculated from USD), with all other variables held constant, will have an effect on result and equity of \u20ac\u00a0617 thousand (2021: \u20ac\u00a0749 thousand).
Alignment of sale and purchases contracts in local currencies mitigates the risk of foreign currency translations.
Financial assets are classified on the basis of both the entity\u2019s business model for managing financial assets and the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortized cost if it meets both of the following conditions:
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The financial assets to which CM.com is a party includes loans receivable, trade and other receivables, deposits, equity investments, cash and cash equivalents. These financial assets are subsequently measured at amortized cost with the exception of the equity investments which is measured at fair value through profit or loss.
The carrying amounts of CM.com\u2019s financial assets are a reasonable approximation of their fair values.
Trade receivables are initially recognized when they are originated. A trade receivable without a significant financing component is initially measured at the transaction price.
All other financial assets and financial liabilities are initially recognized when CM.com becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition of issue.
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
CM.com derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which CM.com neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
Financial liabilities to which CM.com is a party include, trade and other payables, long-term borrowings, lease liabilities, contingent consideration and earn-out in business acquisitions. Trade and other payables are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
Lease liabilities is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, CM.com\u2019s incremental borrowing rate. See note 13.2 for maturity analysis. Generally, CM.com uses its incremental borrowing rate as the discount rate. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
The carrying amounts of CM.com\u2019s financial liabilities are a reasonable approximation of their fair values.
CM.com derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. CM.com also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Although CM.com may hedge its exposure to financial instruments, CM.com does not apply hedge accounting and recognizes gains and losses on undesignated hedging instruments in profit or loss.
Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Bank balances | 46,916 | 100,021 |
| Bank balances held by Stichting Derdengelden | 35,824 | 22,037 |
| Cash and cash equivalents in the statement of cash flows | 82,740 | 122,058 |
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of CM.com\u2019s cash management.
The bank balances held by Stichting Derdengelden are soley for the foundation's activities and to be settled with merchants of CM Payments B.V. and Ticketing customers. As the bank balances cannot be used by the Company for it's own activities, these are recorded as restricted cash.
All other liquid assets are payable on demand.
Long-term receivables comprise loans receivable from third parties, deposits and other participations.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deposits & other receivables | 2,215 | 2,610 |
| Other participation | 60 | 60 |
| \u00a0 | 2,275 | 2,670 |
| Current portion of long-term receivables | (810) | (518) |
| \u00a0 | 1,465 | 2,152 |
During 2022 and 2021 no impairment losses have been recognised.
The other receivables as per 31 December 2021 include an undiscounted non-current tax receivable towards the Chinese tax authority for an amount of \u20ac\u00a0952 thousand.
The other participation relates to an investment in 5% of the shares of Wireless Interactions & NFC Accelerator 2013 B.V.
A summary of the movements in long-term receivables is provided below:
| x \u20ac\u00a01,000 | Deposits | Other receivables | Other participation | Total |
|---|---|---|---|---|
| Carrying amount as at 1 January 2021 | 686 | 511 | 60 | 1,257 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted | - | 1,531 | - | 1,531 |
| Repayments | - | (503) | - | (503) |
| Paid deposits | 438 | - | - | 438 |
| Acquisitions | (85) | - | - | (85) |
| Released deposits | 23 | - | - | 23 |
| Currency difference | 9 | - | - | 9 |
| Carrying amount as at 31 December 2021 | 1,071 | 1,539 | 60 | 2,670 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted / advance payment | - | 1,016 | - | 1,016 |
| Repayments | - | (632) | - | (632) |
| Write-off | - | (952) | - | (952) |
| Paid deposits | 599 | - | - | 599 |
| Released deposits | (468) | - | - | (468) |
| Acquisitions | 24 | - | - | 24 |
| Currency difference | 18 | - | - | 18 |
| Carrying amount as at 31 December 2022 | 1,244 | 971 | 60 | 2,275 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion 2021 | - | (518) | - | (518) |
| Current portion 2022 | - | (810) | - | (810) |
The total of the receivables has an expected residual maturity shorter than one year.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Trade receivables | 25,660 | 24,645 |
| Trade receivables Stichting Derdengelden | 2,105 | 1,223 |
| Accrued revenue | 22,696 | 20,523 |
| Other receivables and prepayments | 7,384 | 2,935 |
| \u00a0 | 57,845 | 49,326 |
An expected credit loss provision is accounted for in relation to the accounts receivable. This amount is deducted from the accounts receivable. At the reporting date, \u20ac5,548 thousand is provided for (2021: \u20ac\u00a0372 thousand). CM.com\u2019s exposure to credit risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 13.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Prepayments | 3,160 | 2,138 |
| Other receivables | 1,759 | 279 |
| VAT and payroll taxes | 1,655 | - |
| Current portion of long-term receivables | 810 | 518 |
| \u00a0 | 7,384 | 2,935 |
The prepayments mainly consists of non-trade prepaid invoices.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Bank loans | 20 | - |
| Tax debt long-term | 1,053 | - |
| Lease liability | 23,689 | 10,053 |
| \u00a0 | 24,762 | 10,053 |
| Current portion of long-term borrowings | (6,878) | (3,709) |
| \u00a0 | 17,884 | 6,344 |
A reconciliation of the movement in borrowings is presented below:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 1 January | 10,053 | 7,601 |
| \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 |
| Increase in bank loans (via acquisitions) | 31 | 1,001 |
| Increase in tax debt (via acquisitions) | 1,117 | - |
| Increase in lease liability (including acquisitions) | 20,791 | 6,720 |
| Redemptions of bank loans | (11) | (1,001) |
| Redemptions of tax debt | (64) | - |
| Redemptions of lease liability | (7,162) | (3,853) |
| Disposal of lease liability | - | (415) |
| Currency difference | 7 | - |
| Carrying amount as at 31 December | 24,762 | 10,053 |
| Current portion of long-term borrowings | (6,878) | (3,709) |
| Long term liability as at 31 December | 17,884 | 6,344 |
On 9 September 2021, CM.com issued convertible bonds due September 2026 at 100% of their nominal value in an aggregate principal amount of \u20ac\u00a0100 million. The convertible bonds have an interest rate of 2% payable semi-annually in arrears in equal instalments on 9 March and 9 September each year, commencing first on 9 March 2022. The convertible bonds have a maturity of five years and a denomination of \u20ac\u00a0100 thousand each. The bonds are convertible into ordinary shares at the option of the bondholders during the conversion period ending on the earlier of 7 business days prior to the maturity date or any relevant redemption date. The initial conversion price was set at \u20ac\u00a053.30 (30% premium over the reference share price).
CM.com will have the option to redeem all, but not some, of the bonds for the time being outstanding at their principal amount together with accrued interest, at any time from 24 September 2024, provided that the volume weighted average price of a share on Euronext Amsterdam shall have exceeded 130% of the conversion price on each of not less than 20 trading days in any period of 30 consecutive trading days. Any outstanding bonds are also redeemable at any time after settlement date if at least 85% of the issued bonds have been converted, settled or redeemed.
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity of CM.com, as follows:
| x \u20ac\u00a01,000 | 2022 |
|---|---|
| At 31 December 2020 | - |
| Proceeds of issue of convertible loan | 100,000 |
| Transaction costs | (1,675) |
| Net proceeds from issue of convertible loan | 98,325 |
| Amount classified as equity | (6,793) |
| Amount classified as liability | 91,532 |
| Interest charged (using effective interest rate) | 1,116 |
| Carrying amount of liability component at 31 December 2021 | 92,648 |
| Interest charged (using effective interest rate) | 1,614 |
| Carrying amount of liability component at 31 December 2022 | 94,262 |
The equity component of \u20ac\u00a05,940 thousand (net of tax) has been credited to the option premium on convertible bond reserve. The tax effect includes a deferred tax liability recognized through equity of \u20ac1,698 thousand (2021: \u20ac\u00a01,698 thousand) offset by a related deferred tax asset recognized through equity of \u20ac\u00a0845 thousand (2021: \u20ac\u00a01,113 thousand) (note 11).
The interest expense for the year is calculated by applying an effective interest rate of 3,55% to the liability component for the 12 months period. The yield is based on a CCC+ credit rating assigned by Wiserfunding. CapitalIQ is consulted in the yields of 5-year bonds with a B or CCC rating, in which 29 US firms underly the CCC yield curve. Subsequently, the CCC+ interest rate is calculated through exponential interpolation.
The liability component is measured at amortized cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the reporting at 31 December 2022 represents the effective interest rate less interest paid to that date.
These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid at reporting date.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Trade payables | 25,241 | 13,857 |
| Invoices to be received for services | 22,864 | 16,575 |
| VAT and payroll taxes | 3,525 | 2,291 |
| Third party collection payable to content providers | 1,302 | 1,647 |
| Deposits | 218 | 197 |
| Pension contributions | - | 171 |
| Payables from Stichting Derdengelden | 37,735 | 23,054 |
| Other accruals | 12,185 | 12,812 |
| \u00a0 | 103,070 | 70,604 |
The other accruals mainly consists of earn-out liabilites relating to acquisitions amounting to \u20ac\u00a03,087 thousand as per 31 December 2022 (2021: \u20ac\u00a04,694 thousand), non-trade invoices to be received and personnel accruals.
Payables from Stichting Derdengelden relate to the collected amounts from consumers, received on the bankaccounts of the \u201cStichting derdengelden\u201d. These amounts are to be transferred to merchants of CM Payments B.V. and Ticketing costumers.
The revenue received in advance mainly consists of prepaid subscription fees (amortized over the contract period on a straight-line basis) or prepaid CPaaS balances (amortized by usage). The amount as per 31 December 2021 is settled in full in 2022. The amount as per 31 December 2022, will be settled in full in 2023.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on Company\u2019s estimate of the number of equity instruments that will eventually vest. At each reporting date, CM.com revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss under Employee benefits such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss under Employee benefits.
The following share-based payments schemes existed during the period:
Long-Term Incentive Plans (\u201cLTIP\u2019s\u201d) for key individuals in senior leadership positions;
Key Leadership Program (\u201cKLIP\u201d) for a small group of employees in key leadership positions;
Key Person Plan (\u201cKPP\u201d) for a number of key employees within CM.com;
CM.com Awards Plan for some individual remunerations;
Restricted Share Unit Plan (\"RSU\") for a number of key talent within CM.com.
The Management Board recognizes the importance of its employees to the future success of the Company. A Long-Term Incentive Plan (\u2018LTIP\u2019) is introduced for key individuals in senior leadership positions. There have been three grants under the LTIPs:
LTIP 2020-2023 granted at 21 February 2020. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 21 February 2023.
LTIP 2021-2024 granted at 1 January 2021. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 1 January 2024.
LTIP 2022-2025 granted at 1 April 2022. Vestingdate is 1 April 2025.
The number of Awards made under the Plan that will vest and become unconditional is subject to continued employment and the actual performance on the Total Shareholder Return (TSR) (30%), Revenue: Average Compound Annual Growth Rate\u00a0(CAGR) (20%), Customer Satisfaction (NPS) (25%) and Employee Satisfaction (25%) performance conditions. The Company used the Monte Carlo model to determine the fair value of the TSR portion of the conditional awards.
Key assumptions to the TSR shares 2022:
| x \u20ac\u00a01,000 | 1 April 2022 | 21 April 2022 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Share price at grant date | 19.4 | 17.3 |
| Expected volitality | 49.9% | 50.0% |
| Vesting period | 3.0 | 2.9 |
| Annual dividend increase | -% | -% |
| Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) | 0.135/2.57 | 0.327/2.81 |
| Fair value at grant date | 9.07 | 6.91 |
Key assumptions to the TSR shares 2021:
| x \u20ac\u00a01,000 | January 2021 | May 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Share price at grant date | 31.0 | 28.1 |
| Expected volitality | 48.1% | 48.8% |
| Vesting period | 3.0 | 2.9 |
| Annual dividend increase | -% | -% |
| Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) | (0.761)/0.17 | (0.689)/0.23 |
| Fair value at grant date | 38.47 | 28.58 |
Key assumptions to the TSR shares 2020:
| x \u20ac\u00a01,000 | February 2020 | April 2020 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Share price at grant date | 17.1 | 12.6 |
| Expected volitality | 41% | 46% |
| Vesting period | 3.0 | 2.8 |
| Annual dividend increase | -% | -% |
| Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) | (0.657)/1.31 | (0.673)/0.24 |
| Fair value at grant date | 15.53 | 17.48 |
The fair value of the LTIP awards granted to employees is recognized as an expense, with a corresponding increase in equity.
The Key Person Program (\u2018KPP\u2019) was introduced for a number of key employees within CM.com and comprise a bonus settled in cash or ordinary shares for no consideration. During 2022 the shares granted in 2020 vested. The shares granted at 1 March 2021 were vested at 1 March 2023. The condition for vesting is that the relevant employee continues to be employed by the Company on two years after grant date. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Cash-settled awards are valued at intrinsic value at 31 December 2022 and recognized as an expense, with a corresponding increase in liabilities.
The Key Leadership Program (\u2018KLIP\u2019) was introduced for a small group of employees in key leadership positions. This is an non-recurring program with a long tenure (3 years) and comprise of a cumulative total of 50,000 ordinary shares for no consideration. The first vest under this plan was done on the grant date at 18 March 2020 (25.000 shares), the second vest at 18 March 2021 (15.000 shares) and the third and final vest at 18 March 2022 (10.000 shares). There are no market performance conditions in this plan that effected the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees was recognized as an expense, with a corresponding increase in equity.
The CM.com Awards Plan has been introduced for some individual remunerations. This is a non-recurring program which comprises ordinary shares for no consideration. During 2022 the shares granted in 2021 were vested. The condition for vesting is that the relevant employee continues to be employed by the Company at vesting date.There are no market performance conditions in this plan that effect the vesting.
The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity.
The Restricted Share Unit Plan (\u2018RSU\u2019) was introduced during 2022 to create competitive advantage in attracting, motivating and retaining key talent within CM.com and comprise ordinary shares for no consideration. The condition for vesting is that the relevant employee is still employed by the Company on vesting date and has not given or have not been given notice of termination of employment. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity.
Changes in outstanding shares for the period regarding the different plans:
| \u00a0 | Long-Term Incentive Plan | Key Person Plan | Key Leadership Plan | CM.com Awards | Restricted Share Unit Plan |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 1 January 2021 | 26,853 | 13,379 | 25,000 | - | - |
| Granted | 17,240 | 15,394 | - | 3,145 | - |
| Forfeited | - | (753) | - | (155) | - |
| Exercised | - | (487) | (15,000) | - | - |
| Expired | - | - | - | - | - |
| At 31 December 2021 | 44,093 | 27,533 | 10,000 | 2,990 | - |
| Granted | 35,482 | - | - | - | 38,572 |
| Forfeited | (10,977) | (9,387) | - | (667) | - |
| Exercised | - | (12,837) | (10,000) | (2,323) | (1,830) |
| Expired | - | - | - | - | - |
| At 31 December 2022 | 68,598 | 5,309 | - | - | 36,742 |
None of the outstanding shares are exercisable at 31 December 2022.
The Company issues to certain employees share appreciation rights (\"SARs\") that require the Company to pay the intrinsic value of the SAR to the employee at the date of exercise. The Company has recorded liabilities of \u20ac\u00a089 thousand (2021: \u20ac\u00a0215 thousand). The Company recorded total expenses of minus \u20ac\u00a03 thousand (2021: \u20ac\u00a0144 thousand). The total intrinsic value at 31 December 2022 \u20ac\u00a011.36 (2021: \u20ac\u00a027.80).
The expenses of the different plans can be specified as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| LTIP (equity-settled) | 232 | 331 |
| KPP (equity-settled) | 71 | 219 |
| KPP (cash-settled) | (3) | 144 |
| KLIP (equity-settled) | 7 | 59 |
| CM.com Awards (equity-settled) | 2 | 64 |
| RSU (equity-settled) | 236 | - |
| \u00a0 | 545 | 817 |
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Housing expenses | 3,085 | 1,532 |
| Operating expenses | 7,502 | 4,323 |
| Office expenses | 120 | 48 |
| Car expenses | 276 | 240 |
| Marketing and sales expenses | 10,896 | 7,806 |
| Expected credit losses | 5,435 | 238 |
| Other staff expenses | 9,792 | 6,606 |
| General expenses | 6,221 | 4,791 |
| \u00a0 | 43,327 | 25,584 |
The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses.
In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand).
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Bank interest received | 22 | 8 |
| Fair value gains | 4,613 | 1,744 |
| Other interest received | 105 | 96 |
| Currency results | - | 204 |
| \u00a0 | 4,740 | 2,052 |
Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Bank interest paid | 365 | 142 |
| Interest on convertible bond | 3,614 | 1,116 |
| Fair value losses | 504 | 2,270 |
| Interest expense earn-out liability | - | 375 |
| Other interest paid | 370 | 204 |
| Currency results | 110 | - |
| \u00a0 | 4,963 | 4,107 |
Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss.
As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand).
CM.com N.V. in Breda is the head of a group of legal entities. A summary of the information required under articles 2:379 of the Dutch Civil Code is given:
| Name | Registered office | Principal activities | Share in issued share capital |
|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| CM.com N.V. | Breda (The Netherlands) | Holding company | 100% |
| CM.com Netherlands B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM.com International B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM Payments B.V. | Breda (The Netherlands) | Payments processing | 100% |
| CM Platform B.V. | Breda (The Netherlands) | R&D | 100% |
| Global Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Elitech Group B.V.1 | Breda (The Netherlands) | Holding company | 100% |
| The Selfservice Company B.V.2 | Breda (The Netherlands) | Conversation platform services | 100% |
| The Selfservice Company Solutions B.V. | Breda (The Netherlands) | Conversation platform services | 100% |
| ROBIN Software B.V.1 | Breda (The Netherlands) | Customer services | 100% |
| SEPASoft B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza Gov Solutions B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| Your Ticket Provider B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Get-a-Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Tracedock B.V. | Breda (The Netherlands) | First Party Data collection | 100% |
| CM.com R&D 1 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 2 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 3 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 4 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 5 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 6 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 7 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 8 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 9 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 10 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 11 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 12 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 13 B.V. | Breda (The Netherlands) | R&D | 100% |
| Building Blocks Holding B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Building Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| CM.com Ticket Guarantee N.V.4 | Breda (The Netherlands) | Ticket guarantees | 100% |
| CM.com Belgium N.V. | Zaventem (Belgium) | Marketing and sales office | 100% |
| Appmiral BVBA | Mechelen (Belgium) | Ticketing services | 100% |
| CM.com Germany GmbH | Frankfurt (Germany) | Marketing and sales office | 100% |
| CX Company GmbH | Dusseldorf (Germany) | Conversation platform services | 100% |
| CM Telecom UK Ltd. | London (UK) | Marketing and sales office | 100% |
| Elitechnology Limited | London (UK) | Conversation platform services | 100% |
| CM Telecom France SAS | Paris (France) | Marketing and sales office | 100% |
| CM Telecom Hong Kong Ltd. | Hong Kong (China) | Marketing and sales office | 100% |
| CM Telecom Shenzhen Co. Ltd. | Shenzhen (China) | Marketing and sales office | 100% |
| CM Telecom Singapore Private Ltd. | Singapore (Singapore) | Marketing and sales office | 100% |
| CM.com Japan K.K. | Tokyo (Japan) | Marketing and sales office | 100% |
| CM Telecom South Africa Ltd. | Cape Town (South Africa) | Marketing and sales office | 100% |
| CM.com US Inc. | Wilmington, Delaware (USA) | Marketing and sales office | 100% |
| CM Telecom FZ-LLC | Dubai (UAE) | Marketing and sales office | 100% |
| CM Communication Platform & Technology, S.L.U. | Barcelona (Spain) | Marketing and sales office | 100% |
| PayPlaza Espana S.L. | Madrid (Spain) | Point of Sale Gateway | 100% |
| CMCOM Turkey Elektronik Haberlesme Ltd Sti | Turkey | Marketing and sales office | 100% |
| CM.com Kenya Ltd. | Nairobi (Kenya) | Marketing and sales office | 100% |
| Communication Platform India Private Limited | Bankalore (India) | Marketing and sales office | 100% |
| CM.com Italy S.r.l. | Milan (Italy) | Marketing and sales office | 100% |
| CM.COM Mexico, S. de R.L. de C.V. | Mexico City (Mexico) | Marketing and sales office | 100% |
| CM.com Brasil Ltda. | Sao Paulo (Brasil) | Marketing and sales office | 100% |
| CM.com Kazakhstan Limited Liability Company | Almaty Kazakhstan | Marketing and sales office | 100% |
| CM.com Denmark AS | Copenhagen | Marketing and sales office | 100% |
CM.com has a rental agreement with CM Campus B.V. The rental charged by CM Campus B.V. is at arm\u2019s length and amounted to \u20ac\u00a01.1 million during 2022 (2021: \u20ac\u00a00.8 million). CM Campus B.V. is related by its shareholders (2 members of the Management Board of CM.com N.V.). The outstanding balance of the current account as at 31 December 2022 was \u20ac\u00a0302 thousand (2021: \u20ac\u00a04 thousand). The total outstanding balance related to leases as at 31 December 2022 was \u20ac\u00a08,862 thousand (2021: \u20ac\u00a03,997 thousand). Of these leases a total of \u20ac\u00a0826 thousand is short-term (2021: \u20ac\u00a0634 thousand).
The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24. The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Short-term employee benefits | 1,317 | 1,248 |
| Post-employment benefits | 18 | 16 |
| Share based payments | 201 | 124 |
| \u00a0 | 1,536 | 1,388 |
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Compensation | 262 | 168 |
| \u00a0 | 262 | 168 |
For more details see tables under \u2018\u2019Actual remuneration\u2019\u2019 and \u2018\u2019Actual supervisory board costs\u2019\u2019 in the Remuneration report. These tables are seen as part of the financial statements and audited.
With reference to section 2:382a (1) and (2) of the Dutch Civil Code, the following fees for the financial year have been charged by Deloitte Accountants B.V. as well as by other Deloitte member firms to the Company and its subsidiaries:
| x \u20ac\u00a01,000 | \u00a0 | Deloitte |
|---|---|---|
| Audit fees | \u00a0 | 741 |
| Other services | \u00a0 | 9 |
| \u00a0 | \u00a0 | 750 |
The comparative figures for 2021 are as follows:
| x \u20ac\u00a01,000 | \u00a0 | Deloitte |
|---|---|---|
| Audit fees | \u00a0 | 733 |
| Other services | \u00a0 | - |
| \u00a0 | \u00a0 | 733 |
The above includes the audit fees with respect to the Dutch statutory audits, which cannot be split from the total audit fees. The fees also include the fee for local statutory financial statements outside the Netherlands for an amount of \u20ac\u00a0226 thousand (2021: \u20ac\u00a0208 thousand).
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates inherently contain a degree of uncertainty. Actual results may differ from these estimates under different assumptions or conditions.
The areas where the most significant judgments and estimates are made are revenue, useful life of non-current assets, deferred tax asset recoverability, purchase price allocation, expected credit losses, impairments and the impact of the Russia-Ukraine conflict.
If CM.com has control of goods or services when they are delivered to a customer, then CM.com is the principal in the sale to the customer, otherwise CM.com is acting as an agent. Whether CM.com is considered to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement between CM.com and its business partners; such judgements impact the amount of reported revenue and operating expenses but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether CM.com is a principal or an agent include, for example, those where CM.com delivers third-party content to customers.
We adhere to all international sanctions that are applicable to our organization. In the beginning of 2022 we were in the process of opening an office in Russia. As a result of the Russia \u2013 Ukraine conflict we have terminated all operations in Russia. The impact of the conflict on the operations of CM.com are deemed to be immaterial.
As stated in note 5, intangible assets acquired in a business combination are capitalized and amortized over their useful lives. Both initial valuations and valuations for subsequent impairment tests are based on risk adjusted future cash flows discounted using appropriate discount rates. These future cash flows will be based on forecasts which are inherently judgemental. Future events could cause the assumptions to change which could have an adverse effect on the future results of CM.com. Refer to note 5 for a description of the specific estimates and judgements used and the net book values of intangible assets.
As stated in note 6, a forecast period of five years is used for the value-in-use calculation, used for the impairment test on goodwill and intangible assets with indefinite useful life (e.g. domain names). The cashflow projections are based on the financial forecast approved by the Management Board, covering a three-years period (2023-2025). The cash flow projections beyond that three year period are based on expected revenue growth, derived from our mid-term guidance which focusses on gross profit growth, resulting in a growth rate of 45% for SaaS and 39% for Payments. CGU\u2019s are tested for impairment by comparing the carrying amount of each CGU to its recoverable amount. The Management Board has assessed the reasonableness of the assumptions on which its current cash flow projections are based.
The useful lives have to be determined for intangible assets and property, plant and equipment. The useful lives are estimated based upon best practice within CM.com. CM.com reviews the remaining useful lives of its non-current assets annually. The uncertainty included in this estimate is that the useful lives are estimated longer than the actual useful live of the intangible assets and property, plant and equipment, which could possible result in accelerated amortization and depreciation in future years and/or impairments at the end of the actual useful live of the related intangible assets and property, plant and equipment. We have reassessed the useful lives of the capitalized developments nothing no change is required in FY 2022
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Management\u2019s assessment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
On each reporting date the Company determines the impairment of trade and other receivables using a model (e.g. flow rate method) which estimates the lifetime expected credit losses that will be incurred on these receivables. The financial assets are assessed collectively in buckets based on due date. These assessments include any change in credit risk due to the continued or changing impact of the current macroeconomic developments including high inflation rates, and the war between Russia and Ukraine. For more information on credit risk exposure refer to note 13.
The provisional purchase price allocation is based on an estimation of the identifiable assets acquired and liabilities assumed. This estimation requires the Managing Directors to estimate the future cash flows expected to arise from the assets and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise, or significant changes may occur during the measurement period. The main reason for being provisional is the settlement of liabilities.
As stated in note 9, for the entities which were acquired in 2021 and 2022 an earn-out has been included in the purchase price allocation. When determining the fair value of the earn-out, several assumptions and judgments were made regarding the estimated future revenue and cash flows of these acquisitions and therefore the future cash-out for the earn-out.
There are no subsequent events.
New standards, amendments and/or interpretations to existing IFRS standards became effective in 2022. These new standards, amendments and interpretations, as far as they are relevant, have no material impact on the valuation and classification of assets and liabilities of the Group, nor on its income statement or cash flows.
IFRS 17 relating to insurance contracts is in effect per the start of 2022. As CM.com recently set-up a legal entity to sell ticket guarantees this standard will have effect on our financial statements for 2023 and onward. We have ensured the data is available within the company from start, to be able to comply with the reporting requirements of IFRS 17. The impact of IFRS 17 on the financials for the year 2022 is not material.
New standards, amendments and/or interpretations to existing IFRS standards have been published that only need to be applied to accounting periods beginning on or after 1 January 2023. As far as these standards, amendments and interpretations are applicable to the Company, these are expected to have no effect on the valuation and classification of assets and liabilities. The Company has decided not to opt for early adoption.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-282": { "value": "1. Corporate information Activities The activities of CM.com N.V. (CM.com) and its group companies (for the list of group companies see note 27) primarily consists of advising, guiding, implementing, and assisting companies approaching its target audience through modern (media) techniques. CM.com N.V. has its legal seat at Konijnenberg 30 at Breda, The Netherlands and is registered at the chamber of commerce under the registration number: 70523770. The shares of CM.com N.V. are listed on Euronext Amsterdam in The Netherlands under the symbol CMCOM. General accounting principles for the preparation of the consolidated financial statements 2. Basis of preparation The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023. The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company. The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group. Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166). Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current. Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI). Fair value estimation Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates. The different valuation methods are referred to as 'hierachies' as described below: Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable. Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs). 3. Basis of consolidation The consolidated financial statements incorporate the financial statements of CM.com and entities controlled by CM.com (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: Has the power over the investee; Is exposed, or has rights, to variable returns from its involvement with the investee; and Has the ability to use its power to affect its returns. CM.com reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company\u2019s voting rights in an investee are sufficient to give it power, including: The size of the Company\u2019s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; Potential voting rights held by the Company, other vote holders or other parties; Rights arising from other contractual arrangements; Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders\u2019 meetings. Consolidation of a subsidiary begins when CM.com obtains control over the subsidiary and ceases when CM.com loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date CM.com gains control until the date when CM.com ceases to control the subsidiary or foundation (CM.com Stichting, Stichting Derdengelden CM Payments and Stichting YourTicketProvider). Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with CM.com\u2019s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-0": { "value": "CM.com N.V.", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-5": { "value": "primarily consists of advising, guiding, implementing, and assisting companies approaching its target audience through modern (media) techniques.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-2": { "value": "N.V.", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-4": { "value": "Konijnenberg 30 at Breda", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-3": { "value": "The Netherlands", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-6": { "value": "CM.com N.V.", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-1": { "value": "The Netherlands", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-285": { "value": "2. Basis of preparation The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023. The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company. The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group. Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166). Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current. Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI). Fair value estimation Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates. The different valuation methods are referred to as 'hierachies' as described below: Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable. Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs). ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-286": { "value": "2. Basis of preparation The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023. The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company. The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group. Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166). Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current. Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI). Fair value estimation Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates. The different valuation methods are referred to as 'hierachies' as described below: Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable. Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs). ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-287": { "value": "2. Basis of preparation The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023. The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company. The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group. Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166). Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current. Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI). Fair value estimation Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates. The different valuation methods are referred to as 'hierachies' as described below: Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable. Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs). ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-387": { "value": "2. Basis of preparation The consolidated financial statements of CM.com have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) adopted and endorsed by the European Union (\u201cEU-IFRSs\u201d) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code. The Management Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements. Management's assessment was based on the assumptions used in a mid-term strategic plan 2023-2025. This plan supported the mid-term guidance leading to structurally positive EBITDA towards year-end 2023 and structurally cash flow positive towards year-end 2024. Based on sensitivity scenarios and their outcome, Management believes that the Group has adequate resources to continue in operational existence for at least twelve months after the adoption of the financial statements. No events or conditions give rise to doubt on the Group's ability to continue as a going concern thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements were approved by the management board and supervisory board and authorised for issue on 6 March 2023. The consolidated financial statements have been prepared on the historical cost basis with the exception of financial assets and liabilites, which are valued at fair value through profit or loss. The consolidated financial statements are presented in euros and rounded at thousands, unless otherwise stated. Euro is the functional currency of the company. The financial information relating to CM.com N.V. is presented in the consolidated financial statements. The corporate financial statements have been prepared in accordance with sub article 8 of article 362, Book 2 of the Dutch Civil Code. The accounting policies used to prepare the corporate financial statements are the same as that of the group. Current assets are assets that are expected to be realised in the entity\u2019s normal operating cycle held primarily for the purpose of trading. Current assets are expected to be realised within 12 months after the reporting period. All other assets are non-current (IAS.166). Current liabilities are those expected to be settled within the entity\u2019s normal operating cycle held for purpose of trading due to be settled within 12 months for which the entity does not have an unconditional right to defer settlement beyond 12 months (settlement by the issue of equity instruments does not impact classification). Other liabilities are non-current. Transactions in foreign currencies are translated into euro using the exchange rates applicable at transaction date. At reporting date, monetary assets and liabilities denominated in foreign currencies are translated to euro using the rates at reporting date. Exchange rate differences are recognized in profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. For consolidation purposes, the results and financial position of subsidiaries are translated to euro at closing rate on the date of the financial position (assets and liabilities) or at the average exchange rates applicable for the specific reporting period (income and expenses). If the average rate for income and expenses is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the dates of the transactions. All resulting exchange differences are recognized in other comprehensive income (OCI). Fair value estimation Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. As no financial assets and liabilities of the Group are traded in active markets, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial assets and liabilities. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 and leasing transactions that are within the scope of IFRS 16. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within level 2 of the fair value hierarchy as the Company uses observable market data for the interest rates. The different valuation methods are referred to as 'hierachies' as described below: Level 1: The fair value is determined using quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: The fair value is calculated using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, a prices) or indirectly (that is, derived from prices) observable. Level 3: The fair value is determined using inputs for the asset or liability that are not based on observable market data (unobservable inputs). ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-288": { "value": " 3. Basis of consolidation The consolidated financial statements incorporate the financial statements of CM.com and entities controlled by CM.com (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: Has the power over the investee; Is exposed, or has rights, to variable returns from its involvement with the investee; and Has the ability to use its power to affect its returns. CM.com reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company\u2019s voting rights in an investee are sufficient to give it power, including: The size of the Company\u2019s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; Potential voting rights held by the Company, other vote holders or other parties; Rights arising from other contractual arrangements; Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders\u2019 meetings. Consolidation of a subsidiary begins when CM.com obtains control over the subsidiary and ceases when CM.com loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date CM.com gains control until the date when CM.com ceases to control the subsidiary or foundation (CM.com Stichting, Stichting Derdengelden CM Payments and Stichting YourTicketProvider). Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with CM.com\u2019s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-388": { "value": " 3. Basis of consolidation The consolidated financial statements incorporate the financial statements of CM.com and entities controlled by CM.com (its subsidiaries) made up to 31 December each year. Control is achieved when the Company: Has the power over the investee; Is exposed, or has rights, to variable returns from its involvement with the investee; and Has the ability to use its power to affect its returns. CM.com reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company\u2019s voting rights in an investee are sufficient to give it power, including: The size of the Company\u2019s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; Potential voting rights held by the Company, other vote holders or other parties; Rights arising from other contractual arrangements; Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders\u2019 meetings. Consolidation of a subsidiary begins when CM.com obtains control over the subsidiary and ceases when CM.com loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date CM.com gains control until the date when CM.com ceases to control the subsidiary or foundation (CM.com Stichting, Stichting Derdengelden CM Payments and Stichting YourTicketProvider). Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with CM.com\u2019s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-389": { "value": "CM.com\u2019s revenue is primarily derived from transactional and messaging services earned from customers using CM.com\u2019s communication platform. The transactional and messaging fees are recognized as revenue in the period in which the usage occurs (point-in-time). In contrast, the fees for enhanced access to the Platform and SLA fees are charged as a monthly, quarterly or yearly subscription and recognized as revenue over-time. In addition, CM.com has added SaaS-services like Mobile Service Cloud, Mobile Marketing Cloud and AI-chatbot services. This revenue is recognized over-time.
CM.com\u2019s operations are divided into operating segments based on how these operations are monitored by CM.com\u2019s management. Management, as key decision maker, monitors revenue that each segment generates. Acquisition costs, restructuring costs, integration costs, and other non-regularly recurring items are not allocated to CM.com\u2019s operating segments. Assets and liabilities are not monitored by segment and therefore not presented per segment. Non-current assets include intangible assets, goodwill, property, plant, and equipment, long-term receivables and deferred tax assets. The non-current assets of CM.com are mainly located in the Netherlands.
The definition of our operating segments has changed over the year due to the rapid growth of the Company. The old structure of CM.com's operating segments consisted of CPaaS, Payments, Platform and Other. The Platform segment has been split into SaaS and Ticketing to match with our internal reporting structure. Furthermore, the category Other has been merged with CPaaS, based on the nature of these revenue streams. Finally, we have also adjusted our Geographic Reporting to a higher aggregation level, due to our global expansion strategy. Comparative figures, in line with previous reports, are added for comparability.
CM.com\u2019s operating segments consist of CPaaS, SaaS, Payments and Ticketing (prior year: CPaaS, Payments, Platform and Other).
CPaaS means Communication Platform as a Service. CPaaS revenue consists of omnichannel messaging (such as Bulk SMS, WhatsApp, Apple Business Chat and RCS) and voice services that form part of CM.com's core service offering.
Cost of services for CM.com\u2019s CPaaS segment comprises primarily of fees paid to mobile network operators and OTT-providers for the purchase of mobile messages, voice and mobile data capacity and OTT-communication capabilities (as applicable).
SaaS means Software as a Service. CM.com provides organizations a portfolio of services that contribute to the optimization of their mobile business journey with (potential) clients. Customers pay monthly subscription fees for access to these platform features, this revenue is recognized over-time.
Cost of services for CM.com\u2019s SaaS segment comprises primarily of fees paid to suppliers of CM.com\u2019s supplementary platform features, data, email, digital signing, identification and verification services.
Revenue from online and point-of-sale payments consists of settlement and start-rate fees. Settlement fees include fees paid by merchants, usually as percentage of the transaction value as well as interchange and payment network fees incurred from financial institutions and a mark-up charged by CM.com for its payment services. Start-rate fees comprise fixed fees per transaction for the use of CM.com\u2019s platform. Point of sales revenue consists of hardware sales and SLA fees. The SLA fees are recognized over-time.
Cost of services for CM.com\u2019s Payments segment comprises primarily of fees paid to financial services providers, as well as interchange and payment network fees charged by financial institutions for facilitating payments through CM.com\u2019s platform. Hours related to development components in SLA contracts are also accounted for as cost of services.
Within Ticketing, revenue is generated by selling tickets and relating services. Revenue from Ticketing consists of start-rate fees and ticketing fees. Ticketing fees comprise fixed fees per transaction for the use of CM.com\u2019s platform. The ticketing fees are recognized point-in-time.
Ticketing does not have a generic cost of services, generally the revenues generate a 100% gross margin. For some clients however minor client-specific cost were recognized.
In the table below revenue is disaggregated by segment, reflecting both the old and new structure of CM.coms operating segments:
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 228,914 | 13,437 | 33,506 | 7,374 | 283,231 |
| Cost of Services | (195,679) | (6,038) | (3,642) | (5,903) | (211,262) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (116,569) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,600) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (223) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (151) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,974) |
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 196,019 | 11,580 | 21,166 | 8,282 | 237,047 |
| Cost of Services | (160,278) | (4,425) | (2,603) | (7,091) | (174,397) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (81,913) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19,263) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2,055) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (26) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21,344) |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 236,288 | 25,375 | 13,437 | 8,131 | 283,231 |
| Cost of Services | (201,581) | (3,075) | (6,038) | (568) | (211,262) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (116,569) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,600) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (223) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (151) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (44,974) |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Revenue | 204,302 | 17,242 | 11,580 | 3,923 | 237,047 |
| Cost of Services | (167,369) | (2,301) | (4,425) | (302) | (174,397) |
| Operational expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (81,913) |
| Operating result | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19,263) |
| Financial income and expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2,055) |
| Share of results in associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (26) |
| Result before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21,344) |
In the table below revenue is disaggregated by segment and geographical location, reflecting both the old and new structure of CM.com's operating segements and regions. The geograpical location is determined based on the billing address of the legal establishment of our customers.
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| The Netherlands | 47,677 | 9,449 | 24,041 | 2,790 | 83,957 |
| Belgium | 12,922 | 664 | 971 | 2,401 | 16,958 |
| France | 22,770 | 36 | 1,621 | 146 | 24,573 |
| Rest of Europe | 30,621 | 3,029 | 3,861 | 2,030 | 39,541 |
| APAC | 50,963 | 128 | 1,430 | 3 | 52,524 |
| Rest of World | 63,961 | 131 | 1,582 | 4 | 65,678 |
| \u00a0 | 228,914 | 13,437 | 33,506 | 7,374 | 283,231 |
| x \u20ac\u00a01,000 | CPaaS | Payments | Platform | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| The Netherlands | 78,395 | 7,981 | 15,664 | 3,911 | 105,951 |
| Belgium | 13,079 | 716 | 523 | 2,765 | 17,083 |
| France | 19,229 | 65 | 1,063 | 119 | 20,476 |
| Rest of Europe | 21,538 | 2,629 | 2,453 | 1,360 | 27,980 |
| APAC | 29,805 | 84 | 171 | 20 | 30,080 |
| Rest of World | 33,973 | 105 | 1,292 | 107 | 35,477 |
| \u00a0 | 196,019 | 11,580 | 21,166 | 8,282 | 237,047 |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| EMEA | 134,481 | 23,494 | 13,178 | 8,131 | 179,284 |
| of which the Netherlands | 50,467 | 17,572 | 9,449 | 6,469 | 83,957 |
| APAC | 50,966 | 1,252 | 128 | - | 52,346 |
| Americas | 50,841 | 629 | 131 | - | 51,601 |
| of which the USA | 34,812 | 418 | 22 | - | 35,252 |
| \u00a0 | 236,288 | 25,375 | 13,437 | 8,131 | 283,231 |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| EMEA | 142,452 | 16,226 | 11,391 | 3,923 | 173,992 |
| of which the Netherlands | 82,306 | 12,043 | 7,981 | 3,621 | 105,951 |
| APAC | 32,286 | 605 | 85 | - | 32,976 |
| Americas | 29,564 | 411 | 104 | - | 30,079 |
| of which the USA | 23,020 | 296 | 14 | - | 23,330 |
| \u00a0 | 204,302 | 17,242 | 11,580 | 3,923 | 237,047 |
In 2022, no single customer or partner contributed 10% or more to CM.com's revenue. In 2021, one partner contributed more than 10% to CM.com\u2019s revenue. Approximately \u20ac\u00a039.2 million of CPaaS revenue arose from sales to this partner.
The revenue is reduced with an amount of \u20ac\u00a02,188 thousand (2021: \u20ac\u00a092 thousand) relating to partner commissions paid to agents.
Goodwill and intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses. Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment annually.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and, if applicable, less impairment losses. Intangible assets with finite useful lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when CM.com can demonstrate the availability for use, the capability to generate future economic benefits and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less accumulated amortization and, if applicable, less accumulated impairment losses. During the period of development, the asset is tested for impairment annually.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and domain names, which have indefinite useful lives, from the date they are available for use. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
A summary of the movements in intangible assets and goodwill is provided:
| x \u20ac\u00a01,000 | Platform (software)1 | Goodwill | Customer relation | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 38,721 | 13,569 | 25,991 | 4,424 | 82,705 |
| Additions related to external costs | 1,229 | - | - | 214 | 1,443 |
| Acquisitions of subsidiaries | 7,789 | 9,184 | 3,715 | 22 | 20,710 |
| Development costs | 8,648 | - | - | - | 8,648 |
| Divestments | (142) | - | - | - | (142) |
| Conversion to exchange rate | - | - | 67 | - | 67 |
| At 31 December 2021 | 56,245 | 22,753 | 29,773 | 4,660 | 113,431 |
| Additions related to external costs | 618 | - | 90 | 53 | 761 |
| Acquisitions of subsidiaries | 5,352 | 7,202 | 2,636 | 85 | 15,275 |
| Development costs | 15,435 | - | - | - | 15,435 |
| Divestments | - | - | - | (135) | (135) |
| Conversion to exchange rate | - | - | (20) | - | (20) |
| At 31 December 2022 | 77,650 | 29,955 | 32,479 | 4,663 | 144,747 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Amortisation and Impairment | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 9,486 | 543 | 9,714 | 1,739 | 21,482 |
| Amortisation | 8,820 | - | 2,782 | 177 | 11,779 |
| Divestments | - | - | - | - | - |
| Conversion to exchange rate | - | - | 37 | - | 37 |
| At 31 December 2021 | 18,306 | 543 | 12,533 | 1,916 | 33,298 |
| Amortisation | 9,755 | 8 | 3,019 | 179 | 12,961 |
| Conversion to exchange rate | - | - | (15) | - | (15) |
| At 31 December 2022 | 28,061 | 551 | 15,537 | 2,095 | 46,244 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 37,939 | 22,210 | 17,240 | 2,744 | 80,133 |
| At 31 December 2022 | 49,589 | 29,404 | 16,942 | 2,568 | 98,503 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 5-10 | indefinite | 10 | 5-10 / indefinite | \u00a0 |
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of CM.com\u2019s cashgenerating units (CGU\u2019s) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquirement are assigned to those units. CM.com tests goodwill and intangible assets with indefinite useful lives annually in December, or whenever management identifies condition that may indicate a risk of impairment. In the table below the intangible assets are disaggregated per CGU, reflecting the new structure of CM.com's operating segments as explained in note 4. Comparative figures are therefor adjusted to the new structure. The intangible assets are allocated as follows:
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 1,059 | 18,817 | 8,780 | 748 |
| Domain names | 481 | 608 | 372 | 140 |
| post-tax WACC | 11.48% | 13.53% | 12.30% | 12.67% |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 926 | 11,649 | 8,887 | 748 |
| Domain names | 889 | 340 | 183 | 144 |
| post-tax WACC | 10.50% | 12.50% | 12.00% | 12.50% |
The impairment test is based on cash flow projections for five years (note 29). These cash flow projections are based on the financial forecast approved by management, covering a three-years period (2023-2025). The cash flow projections beyond that three year period are based on expected revenue growth, derived from our mid-term guidance which focusses on gross profit growth, resulting in a revenue growth rate of 45% for SaaS and 39% for Payments. CGU\u2019s are tested for impairment by comparing the carrying amount of each CGU to its recoverable amount. Recoverable amount is based on value in use and is determined using a discounted cash flow model with a five-year forecast period.
For all CGU's a long-term inflation expectation of 2.44% (2021: 0%) was used to determine the terminal value. The estimated post-tax cash flows are discounted to their present value using a post-tax weight average cost of capital (WACC). WACC is based on a peer group of similar listed entities and is determined with reference to CM.com\u2019s target capital structure. A sensitivity analysis has been performed considering a change in the WACC of 1% and a change in the long-term growth rate of 0.5%. The analysis indicates that for CPaaS, Saas and Ticketing there is sufficient positive headroom to absorb adverse changes in the WACC and long-term growth rate even if these changes were to occur simultaneously. For Payments headroom is limited and particularly sensitive to revenue growth. The amount by which the CGU\u2019s Payments recoverable amount exceeds its carrying amount is \u20ac\u00a010 million. The annual revenue growth rate (CAGR) for the period 2023-2027 should be around 25% before the recoverable amount will be equal to its carrying amount, which is currently in the impairment model around 37% for the period 2023-2027. Actual growth over FY 2022 was 16% (12% excluding Payplaza acquisition). Management however is confident that as a result of acquisitions and new technological developments, a growth rate over 25% is most realistic. Management will monitor growth against this benchmark rate for the upcoming reporting periods and update the impairment analyses in case of impairment triggers. No impairment charges were recognized during 2022 and 2021.
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Acquisitions of businesses are accounted for using the acquisition method. The aggregate of the consideration transferred in a business combination is measured at fair value on the acquisition date. Acquisition-related costs are expensed as incurred and included in other operating expenses. Acquisition related costs amount to \u20ac\u00a0181 thousand (2021: \u20ac\u00a0469 thousand).
On 1 March 2022, CM.com acquired 100% of the shares and voting rights of Building Blocks Holding B.V. and its subsidiaries (hereafter 'Building blocks'). Building Blocks is a group of unlisted entities situated in the Netherlands, specialised in consumer artificial intelligence (\u201cAI\u201d) and builds personalized consumer interactions. The purchase price allocation is based on fair value of identifiable assets and liabilities of Building Blocks Holding B.V. The acquisition of Building Blocks is related to the SaaS segment.
The initial accounting for the acquisitions has only been provisionally determined at the end of the reporting period. The Company does not expect adjuments to the PPA, however wants to retain the ability to perform backtesting at the end of the measurement period.
The acquired trade and other receivables mainly consist of trade and VAT receivables. The present value of the earn-out is based on the 2022-2024 financial performance of the Company acquired mainly based on recurring revenue and represents our best estimate as at 31 December 2022. The earn-out will be payable if certain recurring revenue, targets are met. The total range of outcomes (undiscounted), on acquisistion date, is between \u20ac\u00a00 and \u20ac\u00a014 million.
The recognised goodwill relating to the acquisition represents future economic bene\ufb01ts speci\ufb01c to the Group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future and revenues generated because of new capabilities of the acquired product platforms. The total amount of goodwill recorded for this acquisition is not deductible for corporate tax purposes.
Building Blocks' contribution in 2022 to revenue amounts to \u20ac\u00a03,475 thousand. If the acquisition was done as per 1 January, the contribution to revenue would be \u20ac\u00a04,124 thousand. The total contribution to net result of Building Block is minus \u20ac\u00a0822 thousand. If the acquisition was done as per 1 January, the contribution to net result would be minus \u20ac\u00a0976 thousand.
The provisional fair values of identifiable assets and liabilities of the acquisition as at the date of acquisition were:
| x \u20ac\u00a01,000 | Note | Building Blocks |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Consideration paid in cash | \u00a0 | 6,891 |
| Equity payment | \u00a0 | 2,584 |
| Earn-out (part of other accruals) | 20 | 2,558 |
| Total consideration | \u00a0 | 12,033 |
| \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 5 | 14 |
| Intangible assets (Platform and Other) | 5 | 1,280 |
| Property, plant and equipment | \u00a0 | 354 |
| Right of use assets | \u00a0 | 1,606 |
| Long-term receivables | \u00a0 | 24 |
| Trade and other receivables | \u00a0 | 1,198 |
| Cash and cash equivalents | \u00a0 | 562 |
| Long-term debt | \u00a0 | (2,499) |
| Trade and other payables | \u00a0 | (1,997) |
| Contract liabilities | \u00a0 | (737) |
| Deferred tax asset | 11 | 290 |
| Deferred tax liability | 11 | (290) |
| Carrying value at acquisition date | \u00a0 | (195) |
| \u00a0 | \u00a0 | \u00a0 |
| Platform fair value adjustment recognised | 5 | 4,157 |
| Customer relations fair value adjustment recognised | 5 | 2,636 |
| Deferred tax liability fair value adjustment recognised | 11 | (1,753) |
| Total fair value of net indentifiable assets and liabilities | \u00a0 | 4,845 |
| \u00a0 | \u00a0 | \u00a0 |
| Goodwill recognised | 5 | 7,187 |
On 17 March 2021 CM.com acquired 100% of the shares and voting rights of SEPASoft B.V. and its subsidiaries (hereafter \"PayPlaza\"). PayPlaza is a group of unlisted entities situated in the Netherlands, specialized in payment solutions. The purpose of the acquisition is to increase the payment activities of CM.com. SEPASoft B.V. is specialized in Point of Sale (POS) solutions. The purchase price allocation is based on fair values of identifiable assets and liabilities of SEPASoft B.V.
On 1 April 2021 CM.com acquired 100% of the shares and voting rights of YourTicketProvider B.V. and Get a Ticket B.V. (herafeter \"YTP\"). YTP is an group of unlisted entities, situated in the Netherlands. The purpose of the acquisition is to increase the Ticketing activities of CM.com. The purchase price allocation is based on fair values of identifiable assets and liabilities of YTP.
On 1 July 2021 CM.com acquired 100% of the shares and voting rights of TraceDock B.V. TraceDock B.V. is an unlisted entity situated in the Netherlands, specialized in customer data. The purpose of the acquisition is to complement our Mobile Marketing solution (SaaS segment). The purchase price allocation is based on fair values of identifiable assets and liabilities of TraceDock B.V.
On 1 November 2021 CM.com acquired 100% of the shares and voting rights of Appmiral BVBA. Appmiral BVBA is an unlisted entity situated in Belgium. The purpose of the acquisition is to complement the Ticketing activities of CM.com using the event and festival application of Appmiral. The purchase price allocation is based on fair values of identifiable assets and liabilities of Appmiral BVBA.
The acquired trade and other receivables mainly consist of trade receivables. The present value of the earn-out is based on the 2021-2023 financial performance of the companies acquired, mainly based on revenue or Annual Recurring Revenue (ARR) and represents our best estimate as at 31 December 2021. The earn-out will be payable if certain revenue, ARR and non-financial targets are met. The total range of outcomes (undiscounted) is between \u20ac\u00a00 and \u20ac\u00a016.6 million.
The goodwill relating to the 2021 acquisitions represents future economic bene\ufb01ts speci\ufb01c to the group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future and revenues generated because of new capabilities of the acquired product platforms. The total amount of goodwill recorded these acquisitions is not deductible for corporate tax purposes.
The total contribution in 2021 to revenue of the acquisitions is \u20ac\u00a04,270 thousand for PayPlaza and \u20ac\u00a01,274 thousand for the other acquisitions. If the acquisitions were done as per 1 January the contribution to revenue would be \u20ac\u00a05,501 thousand for PayPlaza and \u20ac\u00a01,911 thousand for the other acquisitions in 2021. The total contribution to net results of the acquisitions is minus \u20ac\u00a0815 thousand for PayPlaza and \u20ac\u00a0283 thousand for the other acquisitions. If the acquisitions were done as per 1 January the contribution would be minus \u20ac\u00a0396 thousand for PayPlaza and \u20ac\u00a0514 thousand for the other acquisitions.
For a number of earn-out arrangements made on acquisitions, as at 31 December 2022 the fair value has been remeasured. As a consequence of lower then expected performance of the acquisitions, a release of \u20ac\u00a04,613 thousand has been reported under 'financial income'. Not all earn-outs have been agreed with the selling shareholders. For other acquisitios that perform better then expected the remeasurement led to an increase in the earn-out liability and \u20ac\u00a0504 thousand has been reported under 'financial expenses' .
The fair values of identifiable assets and liabilities of acquisitions as at the date of acquisition were:
| x \u20ac\u00a01,000 | SEPASoft | Other | Total |
|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Consideration paid in cash | 9,825 | 2,996 | 12,821 |
| Equity payment | - | - | - |
| Earn-out (part of other accruals) | 2,230 | 2,971 | 5,201 |
| Total consideration | 12,055 | 5,967 | 18,022 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intangible assets | - | 59 | 59 |
| Property, plant and equipment | 566 | 172 | 738 |
| Right of use assets | - | 86 | 86 |
| Financial assets | - | 22 | 22 |
| Inventories | 339 | - | 339 |
| Trade and other receivables | 1,020 | 331 | 1,351 |
| Trade and other receivables Stichting Derdengelden | - | 155 | 155 |
| Cash and cash equivalents | 965 | 329 | 1,294 |
| Cash and cash equivalents Stichting Derdengelden | - | 650 | 650 |
| Trade and other payables | (1,702) | (817) | (2,519) |
| Trade and other payables Stichting Derdengelden | - | (805) | (805) |
| Contract liabilities | (702) | (212) | (914) |
| Deferred tax liability | (264) | - | (264) |
| Borrowings | (1,011) | (225) | (1,236) |
| Total fair value of net indentifiable assets and liabilities | (789) | (255) | (1,044) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill recognised | 6,486 | 2,696 | 9,182 |
| Platform recognised | 5,140 | 2,612 | 7,752 |
| Customer relations recognised | 1,624 | 2,090 | 3,714 |
| Trade name recognised | - | - | - |
| Deferred tax liability recognised | (406) | (1,176) | (1,582) |
An associate is an entity over which CM.com has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.
Details of associates at the end of the reporting period are as follows:
| Name of associate | Principal activity | Place of incorporation and principal place of business | Proportion of ownership interest and voting rights | |||
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | 2022 | 2021 | ||
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| PHOS Services Ltd | Transforming mobile devices into POS terminals | Bromley, England | 8.92% | 8.92% |
This associate is accounted for using the equity method in these consolidated financial statements.
The financial year end date of PHOS Services Ltd is 31 August. For the purposes of applying the equity method of accounting, the financial statements of PHOS Services Ltd for the year ended 31 August 2022 have been used, and appropriate adjustments have been made for the effects of significant transactions between that date and 31 December 2022.
Although CM.com holds less than 20% of the equity shares of PHOS Services Ltd, and it has less than 20% of the voting power at shareholder meetings, CM.com exercises significant influence as a result of the appointment as one of the investor directors contractual rights.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 1 January | 1,974 | - |
| \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 |
| Additions from business combinations | - | 2,000 |
| Share of result of associates | (151) | (26) |
| Carrying amount as at 31 December | 1,823 | 1,974 |
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where CM.com operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
CM.com N.V. forms a fiscal unity for corporate income tax purposes with the following subsidiaries:
CM.COM Netherlands B.V.
CM.com International B.V.
CM Payments B.V.
CM Platform B.V.
CM.com R&D 1 B.V.
CM.com R&D 2 B.V.
CM.com R&D 3 B.V.
CM.com R&D 4 B.V.
CM.com R&D 5 B.V.
CM.com R&D 6 B.V.
CM.com R&D 7 B.V.
CM.com R&D 8 B.V.
CM.com R&D 9 B.V.
CM.com R&D 10 B.V.
CM.com R&D 11 B.V.
CM.com R&D 12 B.V.
CM.com R&D 13 B.V.
SEPASoft B.V. B.V.
PayPlaza B.V.
PayPlaza Gov Solutions B.V.
Your Ticket Provider B.V.
Get-a-Ticket B.V.
The Selfservice Company Solutions B.V. (as per 1 January 2022)
The subsidiaries are charged for the corporate income tax based on their results. The other subsidiaries are not part of the fiscal unity of CM.com N.V.
Major components of the income tax expense :
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Current tax: | \u00a0 | \u00a0 |
| Current year | 695 | 103 |
| Adjustments prior year | 1,198 | (20) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deferred tax: | \u00a0 | \u00a0 |
| Movement in temporary differences | (2,262) | (1,019) |
| Movement in tax losses carried forward | (121) | (2,840) |
| Tax rate differences | 77 | (78) |
| Adjustments prior year | 180 | - |
| Taxation according to the profit and loss account | (233) | (3,854) |
The effective tax rate for 2022 is 0.5% (2021: 18.1%) and can be reconciled as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Loss before tax | (44,974) | (21,344) |
| Adjustment result of associates | 151 | 26 |
| Loss for tax calculation | (44,823) | (21,318) |
| Income tax expense at statutory tax rate (25.8%) | (11,564) | (5,330) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Non-deductible expenses | (510) | 353 |
| Rate differential | (318) | (209) |
| Non-recognition of deferred tax asset | 11,875 | 1,717 |
| Tax losses utilised | (826) | (1,478) |
| Deferred tax asset through equity | (268) | 1,113 |
| Tax relating to prior periods | 1,378 | (20) |
| Tax charged against result before tax | (233) | (3,854) |
Deferred tax is recognized using the balance sheet method, providing for carry forward losses and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting data. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred tax assets (DTA) for unused tax losses are recognized to the extent that it is probable that taxable profit will be available against which the unused tax losses can be utilised. CM.com has tax losses carried forward of \u20ac\u00a090.5 million as at 31 December 2022 (2021: \u20ac\u00a047.1 million), out of which \u20ac\u00a00.8 million (2021: \u20ac\u00a01.2 million) expires in the following five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed). \u20ac\u00a00.4 million (2021: \u20ac\u00a00.4 million) will expire after five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed) and \u20ac\u00a089.3 million (2021: \u20ac\u00a045.5 million) can be carried forward indefinitely (of this for a total of \u20ac\u00a06.5 million a DTA is formed). For \u20ac\u00a065.2 million unused tax losses no deferred tax asset is formed.
Deferred tax assets recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Tax losses | Convertible bond | Right-of-use assets | Deferred costs | Other |
|---|---|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 812 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 4,135 | 4,102 | - | 33 | - | - |
| Mutations through profit or loss | 1,119 | 1,119 | - | - | - | - |
| Mutations through equity | 1,113 | - | 1,113 | - | - | - |
| Charge to profit or loss | (230) | - | - | 11 | - | (241) |
| Effect of change in tax rate | 341 | - | - | - | - | 341 |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 1,083 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 6,478 | 5,221 | 1,113 | 44 | - | 100 |
| Mutations through profit or loss | 121 | 121 | - | - | - | - |
| Mutations through equity | (268) | - | -268 | - | - | - |
| Acquisition of subsidiary | 290 | 290 | - | - | - | - |
| Charge to profit or loss | 402 | - | - | 16 | 493 | (107) |
| Exchange differences | 3 | 18 | - | (22) | - | 7 |
| Carrying amount as at 31 December 2022 before netting | 7,026 | 5,650 | 845 | 38 | 493 | - |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 1,506 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Deferred tax liabilities recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Intangible assets | Property, plant and equipment | Convertible bond |
|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 4,093 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 7,416 | 6,486 | 930 | - |
| Mutations through equity | 1,698 | - | - | 1,698 |
| Mutations through profit or loss | (2,718) | (1,744) | (930) | (44) |
| Acquisition of subsidiary | 1,846 | 1,846 | - | - |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 2,847 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 8,242 | 6,588 | - | 1,654 |
| Mutations through profit or loss | (1,860) | (1,534) | - | (326) |
| Acquisition of subsidiary | 2,043 | 2,043 | - | - |
| Effect of change in tax rate | 77 | 77 | - | - |
| Previous years | 180 | 180 | - | - |
| Carrying amount as at 31 December 2022 before netting | 8,682 | 7,354 | - | 1,328 |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 3,162 | \u00a0 | \u00a0 | \u00a0 |
Goodwill and intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses. Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment annually.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and, if applicable, less impairment losses. Intangible assets with finite useful lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when CM.com can demonstrate the availability for use, the capability to generate future economic benefits and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less accumulated amortization and, if applicable, less accumulated impairment losses. During the period of development, the asset is tested for impairment annually.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and domain names, which have indefinite useful lives, from the date they are available for use. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
A summary of the movements in intangible assets and goodwill is provided:
| x \u20ac\u00a01,000 | Platform (software)1 | Goodwill | Customer relation | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 38,721 | 13,569 | 25,991 | 4,424 | 82,705 |
| Additions related to external costs | 1,229 | - | - | 214 | 1,443 |
| Acquisitions of subsidiaries | 7,789 | 9,184 | 3,715 | 22 | 20,710 |
| Development costs | 8,648 | - | - | - | 8,648 |
| Divestments | (142) | - | - | - | (142) |
| Conversion to exchange rate | - | - | 67 | - | 67 |
| At 31 December 2021 | 56,245 | 22,753 | 29,773 | 4,660 | 113,431 |
| Additions related to external costs | 618 | - | 90 | 53 | 761 |
| Acquisitions of subsidiaries | 5,352 | 7,202 | 2,636 | 85 | 15,275 |
| Development costs | 15,435 | - | - | - | 15,435 |
| Divestments | - | - | - | (135) | (135) |
| Conversion to exchange rate | - | - | (20) | - | (20) |
| At 31 December 2022 | 77,650 | 29,955 | 32,479 | 4,663 | 144,747 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Amortisation and Impairment | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 9,486 | 543 | 9,714 | 1,739 | 21,482 |
| Amortisation | 8,820 | - | 2,782 | 177 | 11,779 |
| Divestments | - | - | - | - | - |
| Conversion to exchange rate | - | - | 37 | - | 37 |
| At 31 December 2021 | 18,306 | 543 | 12,533 | 1,916 | 33,298 |
| Amortisation | 9,755 | 8 | 3,019 | 179 | 12,961 |
| Conversion to exchange rate | - | - | (15) | - | (15) |
| At 31 December 2022 | 28,061 | 551 | 15,537 | 2,095 | 46,244 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 37,939 | 22,210 | 17,240 | 2,744 | 80,133 |
| At 31 December 2022 | 49,589 | 29,404 | 16,942 | 2,568 | 98,503 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 5-10 | indefinite | 10 | 5-10 / indefinite | \u00a0 |
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Goodwill and intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses. Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment annually.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and, if applicable, less impairment losses. Intangible assets with finite useful lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when CM.com can demonstrate the availability for use, the capability to generate future economic benefits and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less accumulated amortization and, if applicable, less accumulated impairment losses. During the period of development, the asset is tested for impairment annually.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and domain names, which have indefinite useful lives, from the date they are available for use. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
A summary of the movements in intangible assets and goodwill is provided:
| x \u20ac\u00a01,000 | Platform (software)1 | Goodwill | Customer relation | Other | Total |
|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 38,721 | 13,569 | 25,991 | 4,424 | 82,705 |
| Additions related to external costs | 1,229 | - | - | 214 | 1,443 |
| Acquisitions of subsidiaries | 7,789 | 9,184 | 3,715 | 22 | 20,710 |
| Development costs | 8,648 | - | - | - | 8,648 |
| Divestments | (142) | - | - | - | (142) |
| Conversion to exchange rate | - | - | 67 | - | 67 |
| At 31 December 2021 | 56,245 | 22,753 | 29,773 | 4,660 | 113,431 |
| Additions related to external costs | 618 | - | 90 | 53 | 761 |
| Acquisitions of subsidiaries | 5,352 | 7,202 | 2,636 | 85 | 15,275 |
| Development costs | 15,435 | - | - | - | 15,435 |
| Divestments | - | - | - | (135) | (135) |
| Conversion to exchange rate | - | - | (20) | - | (20) |
| At 31 December 2022 | 77,650 | 29,955 | 32,479 | 4,663 | 144,747 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Amortisation and Impairment | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 9,486 | 543 | 9,714 | 1,739 | 21,482 |
| Amortisation | 8,820 | - | 2,782 | 177 | 11,779 |
| Divestments | - | - | - | - | - |
| Conversion to exchange rate | - | - | 37 | - | 37 |
| At 31 December 2021 | 18,306 | 543 | 12,533 | 1,916 | 33,298 |
| Amortisation | 9,755 | 8 | 3,019 | 179 | 12,961 |
| Conversion to exchange rate | - | - | (15) | - | (15) |
| At 31 December 2022 | 28,061 | 551 | 15,537 | 2,095 | 46,244 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 37,939 | 22,210 | 17,240 | 2,744 | 80,133 |
| At 31 December 2022 | 49,589 | 29,404 | 16,942 | 2,568 | 98,503 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 5-10 | indefinite | 10 | 5-10 / indefinite | \u00a0 |
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of CM.com\u2019s cashgenerating units (CGU\u2019s) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquirement are assigned to those units. CM.com tests goodwill and intangible assets with indefinite useful lives annually in December, or whenever management identifies condition that may indicate a risk of impairment. In the table below the intangible assets are disaggregated per CGU, reflecting the new structure of CM.com's operating segments as explained in note 4. Comparative figures are therefor adjusted to the new structure. The intangible assets are allocated as follows:
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 1,059 | 18,817 | 8,780 | 748 |
| Domain names | 481 | 608 | 372 | 140 |
| post-tax WACC | 11.48% | 13.53% | 12.30% | 12.67% |
| x \u20ac\u00a01,000 | CPaaS | SaaS | Payments | Ticketing |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Goodwill | 926 | 11,649 | 8,887 | 748 |
| Domain names | 889 | 340 | 183 | 144 |
| post-tax WACC | 10.50% | 12.50% | 12.00% | 12.50% |
The impairment test is based on cash flow projections for five years (note 29). These cash flow projections are based on the financial forecast approved by management, covering a three-years period (2023-2025). The cash flow projections beyond that three year period are based on expected revenue growth, derived from our mid-term guidance which focusses on gross profit growth, resulting in a revenue growth rate of 45% for SaaS and 39% for Payments. CGU\u2019s are tested for impairment by comparing the carrying amount of each CGU to its recoverable amount. Recoverable amount is based on value in use and is determined using a discounted cash flow model with a five-year forecast period.
For all CGU's a long-term inflation expectation of 2.44% (2021: 0%) was used to determine the terminal value. The estimated post-tax cash flows are discounted to their present value using a post-tax weight average cost of capital (WACC). WACC is based on a peer group of similar listed entities and is determined with reference to CM.com\u2019s target capital structure. A sensitivity analysis has been performed considering a change in the WACC of 1% and a change in the long-term growth rate of 0.5%. The analysis indicates that for CPaaS, Saas and Ticketing there is sufficient positive headroom to absorb adverse changes in the WACC and long-term growth rate even if these changes were to occur simultaneously. For Payments headroom is limited and particularly sensitive to revenue growth. The amount by which the CGU\u2019s Payments recoverable amount exceeds its carrying amount is \u20ac\u00a010 million. The annual revenue growth rate (CAGR) for the period 2023-2027 should be around 25% before the recoverable amount will be equal to its carrying amount, which is currently in the impairment model around 37% for the period 2023-2027. Actual growth over FY 2022 was 16% (12% excluding Payplaza acquisition). Management however is confident that as a result of acquisitions and new technological developments, a growth rate over 25% is most realistic. Management will monitor growth against this benchmark rate for the upcoming reporting periods and update the impairment analyses in case of impairment triggers. No impairment charges were recognized during 2022 and 2021.
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Property, plant and equipment are presented at cost less accumulated depreciation and, if applicable, less impairments losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to the location and condition for it to be capable of operating as intended by management. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset is brought into use. Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date.
A summary of the movements property, plant and equipment is provided:
| x \u20ac\u00a01,000 | Platform (Hardware) | Furniture & fixtures | Vehicles | Hardware & software workplace | Leasehold improvements | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 4,489 | 1,362 | 131 | 1,599 | 1,417 | 8,998 |
| Additions | 1,170 | 716 | - | 1,048 | 380 | 3,314 |
| Divestments | - | (63) | - | - | (623) | (686) |
| Acquisitions through business combinations | 27 | 92 | 40 | 485 | 94 | 738 |
| Conversion to exchange rate | 8 | - | - | 1 | 2 | 11 |
| At 31 December 2021 | 5,694 | 2,107 | 171 | 3,133 | 1,270 | 12,375 |
| Additions | 635 | 892 | - | 528 | 762 | 2,817 |
| Divestments | - | - | (27) | (20) | - | (47) |
| Acquisitions through business combinations | - | 241 | - | 113 | - | 354 |
| Conversion to exchange rate | 4 | 1 | - | - | 2 | 7 |
| At 31 December 2022 | 6,333 | 3,241 | 144 | 3,754 | 2,034 | 15,506 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,700 | 295 | 80 | 866 | 632 | 4,573 |
| Depreciation | 322 | 210 | 15 | 468 | 125 | 1,140 |
| Divestments | - | (41) | - | - | (534) | (575) |
| Conversion to exchange rate | 4 | - | - | - | - | 4 |
| At 31 December 2021 | 3,026 | 464 | 95 | 1,334 | 223 | 5,142 |
| Depreciation | 409 | 444 | 15 | 534 | 199 | 1,601 |
| Divestments | - | - | (12) | (20) | - | (32) |
| Conversion to exchange rate | 3 | - | - | - | - | 3 |
| At 31 December 2022 | 3,438 | 908 | 98 | 1,848 | 422 | 6,714 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 2,668 | 1,643 | 76 | 1,799 | 1,047 | 7,233 |
| At 31 December 2022 | 2,895 | 2,333 | 46 | 1,906 | 1,612 | 8,792 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Estimated useful lives (years) | 10 | 10 | 5 | 5 | 10 | \u00a0 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Right-of-use assets are initially measured at cost and subsequently presented at cost less accumulated depreciation and, if applicable, less impairments losses and adjusted for certain re-measurements of the lease liability. Cost are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliable determined, CM.com\u2019s incremental borrowing rate. Generally, CM.com uses its incremental borrowing rate as the discount rate. Depreciation is based on the length of the lease liability and calculated as a fixed percentage of cost. Depreciation is provided from the date an asset is available for use.
The lease liability is presented as a separate line in the consolidated statement of financial position (\u201cborrowings\u201d), see note 18. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. In relation to the leases, CM.com has recognized depreciation and interest costs in the profit and loss. In the cash flow statement the low value leases and short-term leases are presented as part of the cash flow from operating activities, interest paid and the repayments related to leases are presented as part of the cash flow from financing activities. The maturity analysis for the lease liabilities is included in note 13.
Depreciation methods and useful lives are reviewed at each reporting date.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in an arrangement.
CM.com recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low value assets (value lower than \u20ac\u00a05 thousand when new). For these leases, CM.com recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
CM.com recognizes a right-of-use asset and a lease liability at the lease commencement date. CM.com makes use of the expedient in IFRS 16 not to separate non-lease components from lease components.
The right-of-use asset is initially measured at cost and subsequently at cost less accumulated depreciation and, if applicable, less accumulated impairment losses and adjusted for any re-measurements of the lease liability. Right-of-use assets are subject to impairment. Depreciation is based on the expected future useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.
The expenses and total cash flow outflow for leases are as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Interest expense on lease liabilities | 340 | 174 |
| Expenses relating to short-term leases | 1,958 | 896 |
| Total cash outflow for leases | 7,162 | 3,853 |
A summary of the movements of right-of-use assets is provided:
| x \u20ac\u00a01,000 | Land and buildings | Furniture & fixtures | Platform (Hardware) | Platform (Software) | Vehicles | Total |
|---|---|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Costs | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 8,481 | 207 | 3,073 | 1,127 | 672 | 13,560 |
| Additions | 706 | - | 5,567 | - | 81 | 6,354 |
| Acquisitions through business combinations | 86 | - | - | - | - | 86 |
| Ending of lease agreements | (1,011) | - | - | - | (38) | (1,049) |
| At 31 December 2021 | 8,262 | 207 | 8,640 | 1,127 | 715 | 18,951 |
| Additions | 10,761 | 29 | 7,944 | - | 452 | 19,186 |
| Acquisitions through business combinations | 1,606 | - | - | - | - | 1,606 |
| Conversion to exchange rate | 19 | - | (21) | - | - | (2) |
| Ending of lease agreements | (198) | - | - | - | (205) | (403) |
| At 31 December 2022 | 20,450 | 236 | 16,563 | 1,127 | 962 | 39,338 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Depreciation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2020 | 2,254 | 67 | 695 | 339 | 241 | 3,596 |
| Depreciation | 1,401 | 57 | 808 | 113 | 181 | 2,560 |
| Ending of lease agreements | (603) | - | - | - | (38) | (641) |
| Conversion to exchange rate | (1) | - | - | - | - | (1) |
| At 31 December 2021 | 3,051 | 124 | 1,503 | 452 | 384 | 5,514 |
| Depreciation | 1,652 | 57 | 1,476 | 113 | 234 | 3,532 |
| Ending of lease agreements | (198) | - | - | - | (180) | (378) |
| Conversion to exchange rate | 12 | - | - | - | - | 12 |
| At 31 December 2022 | 4,517 | 181 | 2,979 | 565 | 438 | 8,680 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Net book value | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| At 31 December 2021 | 5,211 | 83 | 7,137 | 675 | 331 | 13,437 |
| At 31 December 2022 | 15,933 | 55 | 13,584 | 562 | 524 | 30,658 |
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where CM.com operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
CM.com N.V. forms a fiscal unity for corporate income tax purposes with the following subsidiaries:
CM.COM Netherlands B.V.
CM.com International B.V.
CM Payments B.V.
CM Platform B.V.
CM.com R&D 1 B.V.
CM.com R&D 2 B.V.
CM.com R&D 3 B.V.
CM.com R&D 4 B.V.
CM.com R&D 5 B.V.
CM.com R&D 6 B.V.
CM.com R&D 7 B.V.
CM.com R&D 8 B.V.
CM.com R&D 9 B.V.
CM.com R&D 10 B.V.
CM.com R&D 11 B.V.
CM.com R&D 12 B.V.
CM.com R&D 13 B.V.
SEPASoft B.V. B.V.
PayPlaza B.V.
PayPlaza Gov Solutions B.V.
Your Ticket Provider B.V.
Get-a-Ticket B.V.
The Selfservice Company Solutions B.V. (as per 1 January 2022)
The subsidiaries are charged for the corporate income tax based on their results. The other subsidiaries are not part of the fiscal unity of CM.com N.V.
Major components of the income tax expense :
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Current tax: | \u00a0 | \u00a0 |
| Current year | 695 | 103 |
| Adjustments prior year | 1,198 | (20) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deferred tax: | \u00a0 | \u00a0 |
| Movement in temporary differences | (2,262) | (1,019) |
| Movement in tax losses carried forward | (121) | (2,840) |
| Tax rate differences | 77 | (78) |
| Adjustments prior year | 180 | - |
| Taxation according to the profit and loss account | (233) | (3,854) |
The effective tax rate for 2022 is 0.5% (2021: 18.1%) and can be reconciled as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Loss before tax | (44,974) | (21,344) |
| Adjustment result of associates | 151 | 26 |
| Loss for tax calculation | (44,823) | (21,318) |
| Income tax expense at statutory tax rate (25.8%) | (11,564) | (5,330) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Non-deductible expenses | (510) | 353 |
| Rate differential | (318) | (209) |
| Non-recognition of deferred tax asset | 11,875 | 1,717 |
| Tax losses utilised | (826) | (1,478) |
| Deferred tax asset through equity | (268) | 1,113 |
| Tax relating to prior periods | 1,378 | (20) |
| Tax charged against result before tax | (233) | (3,854) |
Deferred tax is recognized using the balance sheet method, providing for carry forward losses and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting data. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred tax assets (DTA) for unused tax losses are recognized to the extent that it is probable that taxable profit will be available against which the unused tax losses can be utilised. CM.com has tax losses carried forward of \u20ac\u00a090.5 million as at 31 December 2022 (2021: \u20ac\u00a047.1 million), out of which \u20ac\u00a00.8 million (2021: \u20ac\u00a01.2 million) expires in the following five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed). \u20ac\u00a00.4 million (2021: \u20ac\u00a00.4 million) will expire after five years (of this for a total of \u20ac\u00a00.0 million a DTA is formed) and \u20ac\u00a089.3 million (2021: \u20ac\u00a045.5 million) can be carried forward indefinitely (of this for a total of \u20ac\u00a06.5 million a DTA is formed). For \u20ac\u00a065.2 million unused tax losses no deferred tax asset is formed.
Deferred tax assets recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Tax losses | Convertible bond | Right-of-use assets | Deferred costs | Other |
|---|---|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 812 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 4,135 | 4,102 | - | 33 | - | - |
| Mutations through profit or loss | 1,119 | 1,119 | - | - | - | - |
| Mutations through equity | 1,113 | - | 1,113 | - | - | - |
| Charge to profit or loss | (230) | - | - | 11 | - | (241) |
| Effect of change in tax rate | 341 | - | - | - | - | 341 |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 1,083 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 6,478 | 5,221 | 1,113 | 44 | - | 100 |
| Mutations through profit or loss | 121 | 121 | - | - | - | - |
| Mutations through equity | (268) | - | -268 | - | - | - |
| Acquisition of subsidiary | 290 | 290 | - | - | - | - |
| Charge to profit or loss | 402 | - | - | 16 | 493 | (107) |
| Exchange differences | 3 | 18 | - | (22) | - | 7 |
| Carrying amount as at 31 December 2022 before netting | 7,026 | 5,650 | 845 | 38 | 493 | - |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 1,506 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Deferred tax liabilities recognised and movements theron:
| x \u20ac\u00a01,000 | Total | Intangible assets | Property, plant and equipment | Convertible bond |
|---|---|---|---|---|
| Carrying amount as at 31 December 2020 after netting | 4,093 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 3,323 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2020 before netting | 7,416 | 6,486 | 930 | - |
| Mutations through equity | 1,698 | - | - | 1,698 |
| Mutations through profit or loss | (2,718) | (1,744) | (930) | (44) |
| Acquisition of subsidiary | 1,846 | 1,846 | - | - |
| Netting of tax | (5,395) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 after netting | 2,847 | \u00a0 | \u00a0 | \u00a0 |
| Netting of tax | 5,395 | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2021 before netting | 8,242 | 6,588 | - | 1,654 |
| Mutations through profit or loss | (1,860) | (1,534) | - | (326) |
| Acquisition of subsidiary | 2,043 | 2,043 | - | - |
| Effect of change in tax rate | 77 | 77 | - | - |
| Previous years | 180 | 180 | - | - |
| Carrying amount as at 31 December 2022 before netting | 8,682 | 7,354 | - | 1,328 |
| Netting of tax | (5,520) | \u00a0 | \u00a0 | \u00a0 |
| Carrying amount as at 31 December 2022 after netting | 3,162 | \u00a0 | \u00a0 | \u00a0 |
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where CM.com operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
CM.com N.V. forms a fiscal unity for corporate income tax purposes with the following subsidiaries:
CM.COM Netherlands B.V.
CM.com International B.V.
CM Payments B.V.
CM Platform B.V.
CM.com R&D 1 B.V.
CM.com R&D 2 B.V.
CM.com R&D 3 B.V.
CM.com R&D 4 B.V.
CM.com R&D 5 B.V.
CM.com R&D 6 B.V.
CM.com R&D 7 B.V.
CM.com R&D 8 B.V.
CM.com R&D 9 B.V.
CM.com R&D 10 B.V.
CM.com R&D 11 B.V.
CM.com R&D 12 B.V.
CM.com R&D 13 B.V.
SEPASoft B.V. B.V.
PayPlaza B.V.
PayPlaza Gov Solutions B.V.
Your Ticket Provider B.V.
Get-a-Ticket B.V.
The Selfservice Company Solutions B.V. (as per 1 January 2022)
The subsidiaries are charged for the corporate income tax based on their results. The other subsidiaries are not part of the fiscal unity of CM.com N.V.
Major components of the income tax expense :
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Current tax: | \u00a0 | \u00a0 |
| Current year | 695 | 103 |
| Adjustments prior year | 1,198 | (20) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deferred tax: | \u00a0 | \u00a0 |
| Movement in temporary differences | (2,262) | (1,019) |
| Movement in tax losses carried forward | (121) | (2,840) |
| Tax rate differences | 77 | (78) |
| Adjustments prior year | 180 | - |
| Taxation according to the profit and loss account | (233) | (3,854) |
The effective tax rate for 2022 is 0.5% (2021: 18.1%) and can be reconciled as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Loss before tax | (44,974) | (21,344) |
| Adjustment result of associates | 151 | 26 |
| Loss for tax calculation | (44,823) | (21,318) |
| Income tax expense at statutory tax rate (25.8%) | (11,564) | (5,330) |
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Non-deductible expenses | (510) | 353 |
| Rate differential | (318) | (209) |
| Non-recognition of deferred tax asset | 11,875 | 1,717 |
| Tax losses utilised | (826) | (1,478) |
| Deferred tax asset through equity | (268) | 1,113 |
| Tax relating to prior periods | 1,378 | (20) |
| Tax charged against result before tax | (233) | (3,854) |
Long-term receivables comprise loans receivable from third parties, deposits and other participations.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deposits & other receivables | 2,215 | 2,610 |
| Other participation | 60 | 60 |
| \u00a0 | 2,275 | 2,670 |
| Current portion of long-term receivables | (810) | (518) |
| \u00a0 | 1,465 | 2,152 |
During 2022 and 2021 no impairment losses have been recognised.
The other receivables as per 31 December 2021 include an undiscounted non-current tax receivable towards the Chinese tax authority for an amount of \u20ac\u00a0952 thousand.
The other participation relates to an investment in 5% of the shares of Wireless Interactions & NFC Accelerator 2013 B.V.
A summary of the movements in long-term receivables is provided below:
| x \u20ac\u00a01,000 | Deposits | Other receivables | Other participation | Total |
|---|---|---|---|---|
| Carrying amount as at 1 January 2021 | 686 | 511 | 60 | 1,257 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted | - | 1,531 | - | 1,531 |
| Repayments | - | (503) | - | (503) |
| Paid deposits | 438 | - | - | 438 |
| Acquisitions | (85) | - | - | (85) |
| Released deposits | 23 | - | - | 23 |
| Currency difference | 9 | - | - | 9 |
| Carrying amount as at 31 December 2021 | 1,071 | 1,539 | 60 | 2,670 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted / advance payment | - | 1,016 | - | 1,016 |
| Repayments | - | (632) | - | (632) |
| Write-off | - | (952) | - | (952) |
| Paid deposits | 599 | - | - | 599 |
| Released deposits | (468) | - | - | (468) |
| Acquisitions | 24 | - | - | 24 |
| Currency difference | 18 | - | - | 18 |
| Carrying amount as at 31 December 2022 | 1,244 | 971 | 60 | 2,275 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion 2021 | - | (518) | - | (518) |
| Current portion 2022 | - | (810) | - | (810) |
Long-term receivables comprise loans receivable from third parties, deposits and other participations.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deposits & other receivables | 2,215 | 2,610 |
| Other participation | 60 | 60 |
| \u00a0 | 2,275 | 2,670 |
| Current portion of long-term receivables | (810) | (518) |
| \u00a0 | 1,465 | 2,152 |
During 2022 and 2021 no impairment losses have been recognised.
The other receivables as per 31 December 2021 include an undiscounted non-current tax receivable towards the Chinese tax authority for an amount of \u20ac\u00a0952 thousand.
The other participation relates to an investment in 5% of the shares of Wireless Interactions & NFC Accelerator 2013 B.V.
A summary of the movements in long-term receivables is provided below:
| x \u20ac\u00a01,000 | Deposits | Other receivables | Other participation | Total |
|---|---|---|---|---|
| Carrying amount as at 1 January 2021 | 686 | 511 | 60 | 1,257 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted | - | 1,531 | - | 1,531 |
| Repayments | - | (503) | - | (503) |
| Paid deposits | 438 | - | - | 438 |
| Acquisitions | (85) | - | - | (85) |
| Released deposits | 23 | - | - | 23 |
| Currency difference | 9 | - | - | 9 |
| Carrying amount as at 31 December 2021 | 1,071 | 1,539 | 60 | 2,670 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted / advance payment | - | 1,016 | - | 1,016 |
| Repayments | - | (632) | - | (632) |
| Write-off | - | (952) | - | (952) |
| Paid deposits | 599 | - | - | 599 |
| Released deposits | (468) | - | - | (468) |
| Acquisitions | 24 | - | - | 24 |
| Currency difference | 18 | - | - | 18 |
| Carrying amount as at 31 December 2022 | 1,244 | 971 | 60 | 2,275 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion 2021 | - | (518) | - | (518) |
| Current portion 2022 | - | (810) | - | (810) |
Long-term receivables comprise loans receivable from third parties, deposits and other participations.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Deposits & other receivables | 2,215 | 2,610 |
| Other participation | 60 | 60 |
| \u00a0 | 2,275 | 2,670 |
| Current portion of long-term receivables | (810) | (518) |
| \u00a0 | 1,465 | 2,152 |
During 2022 and 2021 no impairment losses have been recognised.
The other receivables as per 31 December 2021 include an undiscounted non-current tax receivable towards the Chinese tax authority for an amount of \u20ac\u00a0952 thousand.
The other participation relates to an investment in 5% of the shares of Wireless Interactions & NFC Accelerator 2013 B.V.
A summary of the movements in long-term receivables is provided below:
| x \u20ac\u00a01,000 | Deposits | Other receivables | Other participation | Total |
|---|---|---|---|---|
| Carrying amount as at 1 January 2021 | 686 | 511 | 60 | 1,257 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted | - | 1,531 | - | 1,531 |
| Repayments | - | (503) | - | (503) |
| Paid deposits | 438 | - | - | 438 |
| Acquisitions | (85) | - | - | (85) |
| Released deposits | 23 | - | - | 23 |
| Currency difference | 9 | - | - | 9 |
| Carrying amount as at 31 December 2021 | 1,071 | 1,539 | 60 | 2,670 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Movements: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Loans granted / advance payment | - | 1,016 | - | 1,016 |
| Repayments | - | (632) | - | (632) |
| Write-off | - | (952) | - | (952) |
| Paid deposits | 599 | - | - | 599 |
| Released deposits | (468) | - | - | (468) |
| Acquisitions | 24 | - | - | 24 |
| Currency difference | 18 | - | - | 18 |
| Carrying amount as at 31 December 2022 | 1,244 | 971 | 60 | 2,275 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Current portion 2021 | - | (518) | - | (518) |
| Current portion 2022 | - | (810) | - | (810) |
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-355": { "value": "| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Housing expenses | 3,085 | 1,532 |
| Operating expenses | 7,502 | 4,323 |
| Office expenses | 120 | 48 |
| Car expenses | 276 | 240 |
| Marketing and sales expenses | 10,896 | 7,806 |
| Expected credit losses | 5,435 | 238 |
| Other staff expenses | 9,792 | 6,606 |
| General expenses | 6,221 | 4,791 |
| \u00a0 | 43,327 | 25,584 |
The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses.
In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand).
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Bank interest paid | 365 | 142 |
| Interest on convertible bond | 3,614 | 1,116 |
| Fair value losses | 504 | 2,270 |
| Interest expense earn-out liability | - | 375 |
| Other interest paid | 370 | 204 |
| Currency results | 110 | - |
| \u00a0 | 4,963 | 4,107 |
Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-356": { "value": "| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-430": { "value": "| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-357": { "value": "| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 57,759 | 40,613 |
| Social security charges | 9,104 | 6,244 |
| Pension costs | 1,870 | 1,265 |
| WBSO subsidy received | (1,812) | (922) |
| Capitalized development costs | (11,773) | (6,453) |
| \u00a0 | 55,148 | 40,747 |
The employee benefits can be split into Research & Development, Sales & Marketing and General & Administration. The split is as follows:
| x \u20ac\u00a01,000 | Research & Development | Sales & Marketing | General & Admin. | Total |
|---|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Wages and salaries | 16,160 | 29,310 | 12,289 | 57,759 |
| Social security charges | 2,909 | 4,592 | 1,603 | 9,104 |
| Pension costs | 585 | 849 | 436 | 1,870 |
| WBSO subsidy received | (1,812) | - | - | (1,812) |
| Capitalized development costs | (11,773) | - | - | (11,773) |
| \u00a0 | 6,069 | 34,751 | 14,328 | 55,148 |
The average number of employees of CM.com during the year, converted to full-time equivalents (FTE), was 880 (2021: 650), of which 251 FTE are working outside the Netherlands (2021: 165).
The breakdown per department of average FTE is as follows:
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| Sales & Marketing | 456 | 352 |
| Research & Development | 304 | 210 |
| General & Administration | 120 | 88 |
| \u00a0 | 880 | 650 |
All pension solutions are classified as defined contribution pension plans. Accordingly, CM.com\u2019s obligation is limited to the contributions it has committed to pay. In such case, the size of the employee\u2019s pension depends upon the contributions the company pays to the plan or to an insurance company and upon the return on capital generated by these contributions. Consequently, the actuarial risk and investment risk are borne by the employee. The Company\u2019s obligations to pay contributions to defined contribution plans are recognized as a cost in profit or loss.
The undiscounted amount of short-term employee benefits is recognized in the accounting period when the related service was rendered. A provision is recognized for the expected cost of bonus payments when the Group has a legal or constructive obligation to make such payments as a result of employee services rendered and the obligation can be reliably measured.
Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Housing expenses | 3,085 | 1,532 |
| Operating expenses | 7,502 | 4,323 |
| Office expenses | 120 | 48 |
| Car expenses | 276 | 240 |
| Marketing and sales expenses | 10,896 | 7,806 |
| Expected credit losses | 5,435 | 238 |
| Other staff expenses | 9,792 | 6,606 |
| General expenses | 6,221 | 4,791 |
| \u00a0 | 43,327 | 25,584 |
The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses.
In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand).
", "dimensions": { "concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-358": { "value": "Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGovernmentGrantsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-431": { "value": "Government grants (WBSO subsidy for research & development of technological innovations) are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. WBSO is a government grant which lowers the social security charges in the profit or loss and is therefore stated under the employee benefits. When the grant relates to an expense item, it is recognized as an income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-359": { "value": " 23. Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on Company\u2019s estimate of the number of equity instruments that will eventually vest. At each reporting date, CM.com revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss under Employee benefits such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves. For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss under Employee benefits. The following share-based payments schemes existed during the period: Long-Term Incentive Plans (\u201cLTIP\u2019s\u201d) for key individuals in senior leadership positions; Key Leadership Program (\u201cKLIP\u201d) for a small group of employees in key leadership positions; Key Person Plan (\u201cKPP\u201d) for a number of key employees within CM.com; CM.com Awards Plan for some individual remunerations; Restricted Share Unit Plan (\"RSU\") for a number of key talent within CM.com. Long-Term Incentive Plan The Management Board recognizes the importance of its employees to the future success of the Company. A Long-Term Incentive Plan (\u2018LTIP\u2019) is introduced for key individuals in senior leadership positions. There have been three grants under the LTIPs: LTIP 2020-2023 granted at 21 February 2020. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 21 February 2023. LTIP 2021-2024 granted at 1 January 2021. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 1 January 2024. LTIP 2022-2025 granted at 1 April 2022. Vestingdate is 1 April 2025. The number of Awards made under the Plan that will vest and become unconditional is subject to continued employment and the actual performance on the Total Shareholder Return (TSR) (30%), Revenue: Average Compound Annual Growth Rate\u00a0(CAGR) (20%), Customer Satisfaction (NPS) (25%) and Employee Satisfaction (25%) performance conditions. The Company used the Monte Carlo model to determine the fair value of the TSR portion of the conditional awards. Key assumptions to the TSR shares 2022: x \u20ac\u00a01,000 1 April 2022 21 April 2022 \u00a0\u00a0\u00a0Share price at grant date 19.4 17.3 Expected volitality 49.9% 50.0% Vesting period 3.0 2.9 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) 0.135/2.57 0.327/2.81 Fair value at grant date 9.07 6.91 Key assumptions to the TSR shares 2021: x \u20ac\u00a01,000 January 2021 May 2021 \u00a0\u00a0\u00a0Share price at grant date 31.0 28.1 Expected volitality 48.1% 48.8% Vesting period 3.0 2.9 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) (0.761)/0.17 (0.689)/0.23 Fair value at grant date 38.47 28.58 Key assumptions to the TSR shares 2020: x \u20ac\u00a01,000 February 2020 April 2020 \u00a0\u00a0\u00a0Share price at grant date 17.1 12.6 Expected volitality 41% 46% Vesting period 3.0 2.8 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) (0.657)/1.31 (0.673)/0.24 Fair value at grant date 15.53 17.48 The fair value of the LTIP awards granted to employees is recognized as an expense, with a corresponding increase in equity. Key Person Plan The Key Person Program (\u2018KPP\u2019) was introduced for a number of key employees within CM.com and comprise a bonus settled in cash or ordinary shares for no consideration. During 2022 the shares granted in 2020 vested. The shares granted at 1 March 2021 were vested at 1 March 2023. The condition for vesting is that the relevant employee continues to be employed by the Company on two years after grant date. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Cash-settled awards are valued at intrinsic value at 31 December 2022 and recognized as an expense, with a corresponding increase in liabilities. Key Leadership Program The Key Leadership Program (\u2018KLIP\u2019) was introduced for a small group of employees in key leadership positions. This is an non-recurring program with a long tenure (3 years) and comprise of a cumulative total of 50,000 ordinary shares for no consideration. The first vest under this plan was done on the grant date at 18 March 2020 (25.000 shares), the second vest at 18 March 2021 (15.000 shares) and the third and final vest at 18 March 2022 (10.000 shares). There are no market performance conditions in this plan that effected the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees was recognized as an expense, with a corresponding increase in equity. CM.com Awards Plan The CM.com Awards Plan has been introduced for some individual remunerations. This is a non-recurring program which comprises ordinary shares for no consideration. During 2022 the shares granted in 2021 were vested. The condition for vesting is that the relevant employee continues to be employed by the Company at vesting date.There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Restricted Share Unit Plan The Restricted Share Unit Plan (\u2018RSU\u2019) was introduced during 2022 to create competitive advantage in attracting, motivating and retaining key talent within CM.com and comprise ordinary shares for no consideration. The condition for vesting is that the relevant employee is still employed by the Company on vesting date and has not given or have not been given notice of termination of employment. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Shares Changes in outstanding shares for the period regarding the different plans: \u00a0Long-Term Incentive Plan Key Person Plan Key Leadership Plan CM.com Awards Restricted Share Unit Plan \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0At 1 January 2021 26,853 13,379 25,000 - - Granted 17,240 15,394 - 3,145 - Forfeited - (753) - (155) - Exercised - (487) (15,000) - - Expired - - - - - At 31 December 2021 44,093 27,533 10,000 2,990 - Granted 35,482 - - - 38,572 Forfeited (10,977) (9,387) - (667) - Exercised - (12,837) (10,000) (2,323) (1,830) Expired - - - - - At 31 December 2022 68,598 5,309 - - 36,742 None of the outstanding shares are exercisable at 31 December 2022. Cash-settled share-based payments The Company issues to certain employees share appreciation rights (\"SARs\") that require the Company to pay the intrinsic value of the SAR to the employee at the date of exercise. The Company has recorded liabilities of \u20ac\u00a089 thousand (2021: \u20ac\u00a0215 thousand). The Company recorded total expenses of minus \u20ac\u00a03 thousand (2021: \u20ac\u00a0144 thousand). The total intrinsic value at 31 December 2022 \u20ac\u00a011.36 (2021: \u20ac\u00a027.80). Expenses The expenses of the different plans can be specified as follows: x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0LTIP (equity-settled) 232 331 KPP (equity-settled) 71 219 KPP (cash-settled) (3) 144 KLIP (equity-settled) 7 59 CM.com Awards (equity-settled) 2 64 RSU (equity-settled) 236 - \u00a0545 817 ", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-432": { "value": " 23. Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on Company\u2019s estimate of the number of equity instruments that will eventually vest. At each reporting date, CM.com revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss under Employee benefits such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves. For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss under Employee benefits. The following share-based payments schemes existed during the period: Long-Term Incentive Plans (\u201cLTIP\u2019s\u201d) for key individuals in senior leadership positions; Key Leadership Program (\u201cKLIP\u201d) for a small group of employees in key leadership positions; Key Person Plan (\u201cKPP\u201d) for a number of key employees within CM.com; CM.com Awards Plan for some individual remunerations; Restricted Share Unit Plan (\"RSU\") for a number of key talent within CM.com. Long-Term Incentive Plan The Management Board recognizes the importance of its employees to the future success of the Company. A Long-Term Incentive Plan (\u2018LTIP\u2019) is introduced for key individuals in senior leadership positions. There have been three grants under the LTIPs: LTIP 2020-2023 granted at 21 February 2020. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 21 February 2023. LTIP 2021-2024 granted at 1 January 2021. During the year ordinary shares were granted to new participants under the same LTIP conditions. Vestingdate is 1 January 2024. LTIP 2022-2025 granted at 1 April 2022. Vestingdate is 1 April 2025. The number of Awards made under the Plan that will vest and become unconditional is subject to continued employment and the actual performance on the Total Shareholder Return (TSR) (30%), Revenue: Average Compound Annual Growth Rate\u00a0(CAGR) (20%), Customer Satisfaction (NPS) (25%) and Employee Satisfaction (25%) performance conditions. The Company used the Monte Carlo model to determine the fair value of the TSR portion of the conditional awards. Key assumptions to the TSR shares 2022: x \u20ac\u00a01,000 1 April 2022 21 April 2022 \u00a0\u00a0\u00a0Share price at grant date 19.4 17.3 Expected volitality 49.9% 50.0% Vesting period 3.0 2.9 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) 0.135/2.57 0.327/2.81 Fair value at grant date 9.07 6.91 Key assumptions to the TSR shares 2021: x \u20ac\u00a01,000 January 2021 May 2021 \u00a0\u00a0\u00a0Share price at grant date 31.0 28.1 Expected volitality 48.1% 48.8% Vesting period 3.0 2.9 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) (0.761)/0.17 (0.689)/0.23 Fair value at grant date 38.47 28.58 Key assumptions to the TSR shares 2020: x \u20ac\u00a01,000 February 2020 April 2020 \u00a0\u00a0\u00a0Share price at grant date 17.1 12.6 Expected volitality 41% 46% Vesting period 3.0 2.8 Annual dividend increase -% -% Risk-free interest rate (Eurozone, AScX / US, NASDAQ-100) (0.657)/1.31 (0.673)/0.24 Fair value at grant date 15.53 17.48 The fair value of the LTIP awards granted to employees is recognized as an expense, with a corresponding increase in equity. Key Person Plan The Key Person Program (\u2018KPP\u2019) was introduced for a number of key employees within CM.com and comprise a bonus settled in cash or ordinary shares for no consideration. During 2022 the shares granted in 2020 vested. The shares granted at 1 March 2021 were vested at 1 March 2023. The condition for vesting is that the relevant employee continues to be employed by the Company on two years after grant date. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Cash-settled awards are valued at intrinsic value at 31 December 2022 and recognized as an expense, with a corresponding increase in liabilities. Key Leadership Program The Key Leadership Program (\u2018KLIP\u2019) was introduced for a small group of employees in key leadership positions. This is an non-recurring program with a long tenure (3 years) and comprise of a cumulative total of 50,000 ordinary shares for no consideration. The first vest under this plan was done on the grant date at 18 March 2020 (25.000 shares), the second vest at 18 March 2021 (15.000 shares) and the third and final vest at 18 March 2022 (10.000 shares). There are no market performance conditions in this plan that effected the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees was recognized as an expense, with a corresponding increase in equity. CM.com Awards Plan The CM.com Awards Plan has been introduced for some individual remunerations. This is a non-recurring program which comprises ordinary shares for no consideration. During 2022 the shares granted in 2021 were vested. The condition for vesting is that the relevant employee continues to be employed by the Company at vesting date.There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Restricted Share Unit Plan The Restricted Share Unit Plan (\u2018RSU\u2019) was introduced during 2022 to create competitive advantage in attracting, motivating and retaining key talent within CM.com and comprise ordinary shares for no consideration. The condition for vesting is that the relevant employee is still employed by the Company on vesting date and has not given or have not been given notice of termination of employment. There are no market performance conditions in this plan that effect the vesting. The grant date fair value of equity-settled share-based payments awards granted to employees is recognized as an expense, with a corresponding increase in equity. Shares Changes in outstanding shares for the period regarding the different plans: \u00a0Long-Term Incentive Plan Key Person Plan Key Leadership Plan CM.com Awards Restricted Share Unit Plan \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0At 1 January 2021 26,853 13,379 25,000 - - Granted 17,240 15,394 - 3,145 - Forfeited - (753) - (155) - Exercised - (487) (15,000) - - Expired - - - - - At 31 December 2021 44,093 27,533 10,000 2,990 - Granted 35,482 - - - 38,572 Forfeited (10,977) (9,387) - (667) - Exercised - (12,837) (10,000) (2,323) (1,830) Expired - - - - - At 31 December 2022 68,598 5,309 - - 36,742 None of the outstanding shares are exercisable at 31 December 2022. Cash-settled share-based payments The Company issues to certain employees share appreciation rights (\"SARs\") that require the Company to pay the intrinsic value of the SAR to the employee at the date of exercise. The Company has recorded liabilities of \u20ac\u00a089 thousand (2021: \u20ac\u00a0215 thousand). The Company recorded total expenses of minus \u20ac\u00a03 thousand (2021: \u20ac\u00a0144 thousand). The total intrinsic value at 31 December 2022 \u20ac\u00a011.36 (2021: \u20ac\u00a027.80). Expenses The expenses of the different plans can be specified as follows: x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0LTIP (equity-settled) 232 331 KPP (equity-settled) 71 219 KPP (cash-settled) (3) 144 KLIP (equity-settled) 7 59 CM.com Awards (equity-settled) 2 64 RSU (equity-settled) 236 - \u00a0545 817 ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-361": { "value": " 24. Other operating expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Housing expenses 3,085 1,532 Operating expenses 7,502 4,323 Office expenses 120 48 Car expenses 276 240 Marketing and sales expenses 10,896 7,806 Expected credit losses 5,435 238 Other staff expenses 9,792 6,606 General expenses 6,221 4,791 \u00a043,327 25,584 The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses. In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-433": { "value": " 24. Other operating expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Housing expenses 3,085 1,532 Operating expenses 7,502 4,323 Office expenses 120 48 Car expenses 276 240 Marketing and sales expenses 10,896 7,806 Expected credit losses 5,435 238 Other staff expenses 9,792 6,606 General expenses 6,221 4,791 \u00a043,327 25,584 The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses. In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand). ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-362": { "value": " 24. Other operating expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Housing expenses 3,085 1,532 Operating expenses 7,502 4,323 Office expenses 120 48 Car expenses 276 240 Marketing and sales expenses 10,896 7,806 Expected credit losses 5,435 238 Other staff expenses 9,792 6,606 General expenses 6,221 4,791 \u00a043,327 25,584 The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses. In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-363": { "value": " 24. Other operating expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Housing expenses 3,085 1,532 Operating expenses 7,502 4,323 Office expenses 120 48 Car expenses 276 240 Marketing and sales expenses 10,896 7,806 Expected credit losses 5,435 238 Other staff expenses 9,792 6,606 General expenses 6,221 4,791 \u00a043,327 25,584 The capitalized development costs (see note 22) have partly been allocated to the general expenses for an amount of \u20ac\u00a03,608 thousand (2021: \u20ac\u00a02,242 thousand). This charge mainly relates to Workspace and IT expenses. In the housing expenses an amount of \u20ac\u00a01,749 thousand (2021: \u20ac\u00a0764 thousand) relates to short-term leases. In the car expenses an amount of \u20ac\u00a0174 thousand (2021: \u20ac\u00a0116 thousand) relates to short-term leases. The other staff expenses mainly consists of contractors and agency personnel expenses amounting to \u20ac\u00a04,663 thousand (2021: \u20ac\u00a03,484 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-434": { "value": " 25. Financial income and expenses Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-365": { "value": "Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-366": { "value": "Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-435": { "value": "Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-367": { "value": "Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-368": { "value": "Financial income x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest received 22 8 Fair value gains 4,613 1,744 Other interest received 105 96 Currency results - 204 \u00a04,740 2,052 Fair value gains relates to reassessment of earn-out liabilities measured at fair value through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-370": { "value": " Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-371": { "value": " Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-437": { "value": " Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-373": { "value": " Financial expenses x \u20ac\u00a01,000 2022 2021 \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Bank interest paid 365 142 Interest on convertible bond 3,614 1,116 Fair value losses 504 2,270 Interest expense earn-out liability - 375 Other interest paid 370 204 Currency results 110 - \u00a04,963 4,107 Fair value losses relates to reassessment of earn-out liabilities measured at fair value losses through profit and loss. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-374": { "value": " 26. Commitments and guarantees Guarantees As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-439": { "value": " 26. Commitments and guarantees Guarantees As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand). ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-375": { "value": " 26. Commitments and guarantees Guarantees As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-376": { "value": " 26. Commitments and guarantees Guarantees As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-440": { "value": " 26. Commitments and guarantees Guarantees As of 31 December 2022, the legal entities that are part of the group have granted guarantees amounting to \u20ac\u00a0136 thousand (2021: \u20ac\u00a067 thousand). ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialGuaranteesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-377": { "value": "CM.com N.V. in Breda is the head of a group of legal entities. A summary of the information required under articles 2:379 of the Dutch Civil Code is given:
| Name | Registered office | Principal activities | Share in issued share capital |
|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| CM.com N.V. | Breda (The Netherlands) | Holding company | 100% |
| CM.com Netherlands B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM.com International B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM Payments B.V. | Breda (The Netherlands) | Payments processing | 100% |
| CM Platform B.V. | Breda (The Netherlands) | R&D | 100% |
| Global Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Elitech Group B.V.1 | Breda (The Netherlands) | Holding company | 100% |
| The Selfservice Company B.V.2 | Breda (The Netherlands) | Conversation platform services | 100% |
| The Selfservice Company Solutions B.V. | Breda (The Netherlands) | Conversation platform services | 100% |
| ROBIN Software B.V.1 | Breda (The Netherlands) | Customer services | 100% |
| SEPASoft B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza Gov Solutions B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| Your Ticket Provider B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Get-a-Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Tracedock B.V. | Breda (The Netherlands) | First Party Data collection | 100% |
| CM.com R&D 1 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 2 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 3 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 4 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 5 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 6 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 7 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 8 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 9 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 10 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 11 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 12 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 13 B.V. | Breda (The Netherlands) | R&D | 100% |
| Building Blocks Holding B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Building Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| CM.com Ticket Guarantee N.V.4 | Breda (The Netherlands) | Ticket guarantees | 100% |
| CM.com Belgium N.V. | Zaventem (Belgium) | Marketing and sales office | 100% |
| Appmiral BVBA | Mechelen (Belgium) | Ticketing services | 100% |
| CM.com Germany GmbH | Frankfurt (Germany) | Marketing and sales office | 100% |
| CX Company GmbH | Dusseldorf (Germany) | Conversation platform services | 100% |
| CM Telecom UK Ltd. | London (UK) | Marketing and sales office | 100% |
| Elitechnology Limited | London (UK) | Conversation platform services | 100% |
| CM Telecom France SAS | Paris (France) | Marketing and sales office | 100% |
| CM Telecom Hong Kong Ltd. | Hong Kong (China) | Marketing and sales office | 100% |
| CM Telecom Shenzhen Co. Ltd. | Shenzhen (China) | Marketing and sales office | 100% |
| CM Telecom Singapore Private Ltd. | Singapore (Singapore) | Marketing and sales office | 100% |
| CM.com Japan K.K. | Tokyo (Japan) | Marketing and sales office | 100% |
| CM Telecom South Africa Ltd. | Cape Town (South Africa) | Marketing and sales office | 100% |
| CM.com US Inc. | Wilmington, Delaware (USA) | Marketing and sales office | 100% |
| CM Telecom FZ-LLC | Dubai (UAE) | Marketing and sales office | 100% |
| CM Communication Platform & Technology, S.L.U. | Barcelona (Spain) | Marketing and sales office | 100% |
| PayPlaza Espana S.L. | Madrid (Spain) | Point of Sale Gateway | 100% |
| CMCOM Turkey Elektronik Haberlesme Ltd Sti | Turkey | Marketing and sales office | 100% |
| CM.com Kenya Ltd. | Nairobi (Kenya) | Marketing and sales office | 100% |
| Communication Platform India Private Limited | Bankalore (India) | Marketing and sales office | 100% |
| CM.com Italy S.r.l. | Milan (Italy) | Marketing and sales office | 100% |
| CM.COM Mexico, S. de R.L. de C.V. | Mexico City (Mexico) | Marketing and sales office | 100% |
| CM.com Brasil Ltda. | Sao Paulo (Brasil) | Marketing and sales office | 100% |
| CM.com Kazakhstan Limited Liability Company | Almaty Kazakhstan | Marketing and sales office | 100% |
| CM.com Denmark AS | Copenhagen | Marketing and sales office | 100% |
CM.com has a rental agreement with CM Campus B.V. The rental charged by CM Campus B.V. is at arm\u2019s length and amounted to \u20ac\u00a01.1 million during 2022 (2021: \u20ac\u00a00.8 million). CM Campus B.V. is related by its shareholders (2 members of the Management Board of CM.com N.V.). The outstanding balance of the current account as at 31 December 2022 was \u20ac\u00a0302 thousand (2021: \u20ac\u00a04 thousand). The total outstanding balance related to leases as at 31 December 2022 was \u20ac\u00a08,862 thousand (2021: \u20ac\u00a03,997 thousand). Of these leases a total of \u20ac\u00a0826 thousand is short-term (2021: \u20ac\u00a0634 thousand).
The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24. The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Short-term employee benefits | 1,317 | 1,248 |
| Post-employment benefits | 18 | 16 |
| Share based payments | 201 | 124 |
| \u00a0 | 1,536 | 1,388 |
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Compensation | 262 | 168 |
| \u00a0 | 262 | 168 |
For more details see tables under \u2018\u2019Actual remuneration\u2019\u2019 and \u2018\u2019Actual supervisory board costs\u2019\u2019 in the Remuneration report. These tables are seen as part of the financial statements and audited.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-378": { "value": "CM.com N.V. in Breda is the head of a group of legal entities. A summary of the information required under articles 2:379 of the Dutch Civil Code is given:
| Name | Registered office | Principal activities | Share in issued share capital |
|---|---|---|---|
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| CM.com N.V. | Breda (The Netherlands) | Holding company | 100% |
| CM.com Netherlands B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM.com International B.V. | Breda (The Netherlands) | CPaaS, SaaS solutions & Ticketing services | 100% |
| CM Payments B.V. | Breda (The Netherlands) | Payments processing | 100% |
| CM Platform B.V. | Breda (The Netherlands) | R&D | 100% |
| Global Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Elitech Group B.V.1 | Breda (The Netherlands) | Holding company | 100% |
| The Selfservice Company B.V.2 | Breda (The Netherlands) | Conversation platform services | 100% |
| The Selfservice Company Solutions B.V. | Breda (The Netherlands) | Conversation platform services | 100% |
| ROBIN Software B.V.1 | Breda (The Netherlands) | Customer services | 100% |
| SEPASoft B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| PayPlaza Gov Solutions B.V. | Breda (The Netherlands) | Point of Sale Gateway | 100% |
| Your Ticket Provider B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Get-a-Ticket B.V. | Breda (The Netherlands) | Ticketing services | 100% |
| Tracedock B.V. | Breda (The Netherlands) | First Party Data collection | 100% |
| CM.com R&D 1 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 2 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 3 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 4 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 5 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 6 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 7 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 8 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 9 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 10 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 11 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 12 B.V. | Breda (The Netherlands) | R&D | 100% |
| CM.com R&D 13 B.V. | Breda (The Netherlands) | R&D | 100% |
| Building Blocks Holding B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Building Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| Blocks B.V.3 | Breda (The Netherlands) | Consumer AI technology | 100% |
| CM.com Ticket Guarantee N.V.4 | Breda (The Netherlands) | Ticket guarantees | 100% |
| CM.com Belgium N.V. | Zaventem (Belgium) | Marketing and sales office | 100% |
| Appmiral BVBA | Mechelen (Belgium) | Ticketing services | 100% |
| CM.com Germany GmbH | Frankfurt (Germany) | Marketing and sales office | 100% |
| CX Company GmbH | Dusseldorf (Germany) | Conversation platform services | 100% |
| CM Telecom UK Ltd. | London (UK) | Marketing and sales office | 100% |
| Elitechnology Limited | London (UK) | Conversation platform services | 100% |
| CM Telecom France SAS | Paris (France) | Marketing and sales office | 100% |
| CM Telecom Hong Kong Ltd. | Hong Kong (China) | Marketing and sales office | 100% |
| CM Telecom Shenzhen Co. Ltd. | Shenzhen (China) | Marketing and sales office | 100% |
| CM Telecom Singapore Private Ltd. | Singapore (Singapore) | Marketing and sales office | 100% |
| CM.com Japan K.K. | Tokyo (Japan) | Marketing and sales office | 100% |
| CM Telecom South Africa Ltd. | Cape Town (South Africa) | Marketing and sales office | 100% |
| CM.com US Inc. | Wilmington, Delaware (USA) | Marketing and sales office | 100% |
| CM Telecom FZ-LLC | Dubai (UAE) | Marketing and sales office | 100% |
| CM Communication Platform & Technology, S.L.U. | Barcelona (Spain) | Marketing and sales office | 100% |
| PayPlaza Espana S.L. | Madrid (Spain) | Point of Sale Gateway | 100% |
| CMCOM Turkey Elektronik Haberlesme Ltd Sti | Turkey | Marketing and sales office | 100% |
| CM.com Kenya Ltd. | Nairobi (Kenya) | Marketing and sales office | 100% |
| Communication Platform India Private Limited | Bankalore (India) | Marketing and sales office | 100% |
| CM.com Italy S.r.l. | Milan (Italy) | Marketing and sales office | 100% |
| CM.COM Mexico, S. de R.L. de C.V. | Mexico City (Mexico) | Marketing and sales office | 100% |
| CM.com Brasil Ltda. | Sao Paulo (Brasil) | Marketing and sales office | 100% |
| CM.com Kazakhstan Limited Liability Company | Almaty Kazakhstan | Marketing and sales office | 100% |
| CM.com Denmark AS | Copenhagen | Marketing and sales office | 100% |
CM.com has a rental agreement with CM Campus B.V. The rental charged by CM Campus B.V. is at arm\u2019s length and amounted to \u20ac\u00a01.1 million during 2022 (2021: \u20ac\u00a00.8 million). CM Campus B.V. is related by its shareholders (2 members of the Management Board of CM.com N.V.). The outstanding balance of the current account as at 31 December 2022 was \u20ac\u00a0302 thousand (2021: \u20ac\u00a04 thousand). The total outstanding balance related to leases as at 31 December 2022 was \u20ac\u00a08,862 thousand (2021: \u20ac\u00a03,997 thousand). Of these leases a total of \u20ac\u00a0826 thousand is short-term (2021: \u20ac\u00a0634 thousand).
The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24. The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting.
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Short-term employee benefits | 1,317 | 1,248 |
| Post-employment benefits | 18 | 16 |
| Share based payments | 201 | 124 |
| \u00a0 | 1,536 | 1,388 |
| x \u20ac\u00a01,000 | 2022 | 2021 |
|---|---|---|
| \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
| Compensation | 262 | 168 |
| \u00a0 | 262 | 168 |
For more details see tables under \u2018\u2019Actual remuneration\u2019\u2019 and \u2018\u2019Actual supervisory board costs\u2019\u2019 in the Remuneration report. These tables are seen as part of the financial statements and audited.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-441": { "value": " Related parties CM.com has a rental agreement with CM Campus B.V. The rental charged by CM Campus B.V. is at arm\u2019s length and amounted to \u20ac\u00a01.1 million during 2022 (2021: \u20ac\u00a00.8 million). CM Campus B.V. is related by its shareholders (2 members of the Management Board of CM.com N.V.). The outstanding balance of the current account as at 31 December 2022 was \u20ac\u00a0302 thousand (2021: \u20ac\u00a04 thousand). The total outstanding balance related to leases as at 31 December 2022 was \u20ac\u00a08,862 thousand (2021: \u20ac\u00a03,997 thousand). Of these leases a total of \u20ac\u00a0826 thousand is short-term (2021: \u20ac\u00a0634 thousand). Transactions with key management personnel The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24. The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithRelatedPartiesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-379": { "value": " Transactions with key management personnel The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24. The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-380": { "value": " 28. Auditor\u2019s remuneration With reference to section 2:382a (1) and (2) of the Dutch Civil Code, the following fees for the financial year have been charged by Deloitte Accountants B.V. as well as by other Deloitte member firms to the Company and its subsidiaries: x \u20ac\u00a01,000 \u00a0Deloitte Audit fees \u00a0741 Other services \u00a09 \u00a0\u00a0750 The comparative figures for 2021 are as follows: x \u20ac\u00a01,000 \u00a0Deloitte Audit fees \u00a0733 Other services \u00a0- \u00a0\u00a0733 The above includes the audit fees with respect to the Dutch statutory audits, which cannot be split from the total audit fees. The fees also include the fee for local statutory financial statements outside the Netherlands for an amount of \u20ac\u00a0226 thousand (2021: \u20ac\u00a0208 thousand). ", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-381": { "value": " 29. Critical accounting judgments and estimations The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates inherently contain a degree of uncertainty. Actual results may differ from these estimates under different assumptions or conditions. The areas where the most significant judgments and estimates are made are revenue, useful life of non-current assets, deferred tax asset recoverability, purchase price allocation, expected credit losses, impairments and the impact of the Russia-Ukraine conflict. Critical judgements in applying the Group\u2019s accounting policies Revenue If CM.com has control of goods or services when they are delivered to a customer, then CM.com is the principal in the sale to the customer, otherwise CM.com is acting as an agent. Whether CM.com is considered to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement between CM.com and its business partners; such judgements impact the amount of reported revenue and operating expenses but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether CM.com is a principal or an agent include, for example, those where CM.com delivers third-party content to customers. Russia-Ukraine conflict We adhere to all international sanctions that are applicable to our organization. In the beginning of 2022 we were in the process of opening an office in Russia. As a result of the Russia \u2013 Ukraine conflict we have terminated all operations in Russia. The impact of the conflict on the operations of CM.com are deemed to be immaterial. Key sources of estimation uncertainty Impairment of non-financial assets As stated in note 5, intangible assets acquired in a business combination are capitalized and amortized over their useful lives. Both initial valuations and valuations for subsequent impairment tests are based on risk adjusted future cash flows discounted using appropriate discount rates. These future cash flows will be based on forecasts which are inherently judgemental. Future events could cause the assumptions to change which could have an adverse effect on the future results of CM.com. Refer to note 5 for a description of the specific estimates and judgements used and the net book values of intangible assets. As stated in note 6, a forecast period of five years is used for the value-in-use calculation, used for the impairment test on goodwill and intangible assets with indefinite useful life (e.g. domain names). The cashflow projections are based on the financial forecast approved by the Management Board, covering a three-years period (2023-2025). The cash flow projections beyond that three year period are based on expected revenue growth, derived from our mid-term guidance which focusses on gross profit growth, resulting in a growth rate of 45% for SaaS and 39% for Payments. CGU\u2019s are tested for impairment by comparing the carrying amount of each CGU to its recoverable amount. The Management Board has assessed the reasonableness of the assumptions on which its current cash flow projections are based. Useful lives of non-current assets The useful lives have to be determined for intangible assets and property, plant and equipment. The useful lives are estimated based upon best practice within CM.com. CM.com reviews the remaining useful lives of its non-current assets annually. The uncertainty included in this estimate is that the useful lives are estimated longer than the actual useful live of the intangible assets and property, plant and equipment, which could possible result in accelerated amortization and depreciation in future years and/or impairments at the end of the actual useful live of the related intangible assets and property, plant and equipment. We have reassessed the useful lives of the capitalized developments nothing no change is required in FY 2022 Taxes Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Management\u2019s assessment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. Expected credit losses On each reporting date the Company determines the impairment of trade and other receivables using a model (e.g. flow rate method) which estimates the lifetime expected credit losses that will be incurred on these receivables. The financial assets are assessed collectively in buckets based on due date. These assessments include any change in credit risk due to the continued or changing impact of the current macroeconomic developments including high inflation rates, and the war between Russia and Ukraine. For more information on credit risk exposure refer to note 13. Business combinations and purchase price allocations The provisional purchase price allocation is based on an estimation of the identifiable assets acquired and liabilities assumed. This estimation requires the Managing Directors to estimate the future cash flows expected to arise from the assets and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise, or significant changes may occur during the measurement period. The main reason for being provisional is the settlement of liabilities. As stated in note 9, for the entities which were acquired in 2021 and 2022 an earn-out has been included in the purchase price allocation. When determining the fair value of the earn-out, several assumptions and judgments were made regarding the estimated future revenue and cash flows of these acquisitions and therefore the future cash-out for the earn-out. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-382": { "value": " 30. Subsequent events Subsequent events There are no subsequent events. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-383": { "value": " 31. Changes in presentation Change in accounting policies New standards, amendments and/or interpretations to existing IFRS standards became effective in 2022. These new standards, amendments and interpretations, as far as they are relevant, have no material impact on the valuation and classification of assets and liabilities of the Group, nor on its income statement or cash flows. IFRS 17 relating to insurance contracts is in effect per the start of 2022. As CM.com recently set-up a legal entity to sell ticket guarantees this standard will have effect on our financial statements for 2023 and onward. We have ensured the data is available within the company from start, to be able to comply with the reporting requirements of IFRS 17. The impact of IFRS 17 on the financials for the year 2022 is not material. New standards, amendments and/or interpretations to existing IFRS standards have been published that only need to be applied to accounting periods beginning on or after 1 January 2023. As far as these standards, amendments and interpretations are applicable to the Company, these are expected to have no effect on the valuation and classification of assets and liabilities. The Company has decided not to opt for early adoption. ", "dimensions": { "concept": "ifrs-full:DisclosureOfReclassificationsOrChangesInPresentationExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-384": { "value": " 31. Changes in presentation Change in accounting policies New standards, amendments and/or interpretations to existing IFRS standards became effective in 2022. These new standards, amendments and interpretations, as far as they are relevant, have no material impact on the valuation and classification of assets and liabilities of the Group, nor on its income statement or cash flows. IFRS 17 relating to insurance contracts is in effect per the start of 2022. As CM.com recently set-up a legal entity to sell ticket guarantees this standard will have effect on our financial statements for 2023 and onward. We have ensured the data is available within the company from start, to be able to comply with the reporting requirements of IFRS 17. The impact of IFRS 17 on the financials for the year 2022 is not material. New standards, amendments and/or interpretations to existing IFRS standards have been published that only need to be applied to accounting periods beginning on or after 1 January 2023. As far as these standards, amendments and interpretations are applicable to the Company, these are expected to have no effect on the valuation and classification of assets and liabilities. The Company has decided not to opt for early adoption. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-385": { "value": " 31. Changes in presentation Change in accounting policies New standards, amendments and/or interpretations to existing IFRS standards became effective in 2022. These new standards, amendments and interpretations, as far as they are relevant, have no material impact on the valuation and classification of assets and liabilities of the Group, nor on its income statement or cash flows. IFRS 17 relating to insurance contracts is in effect per the start of 2022. As CM.com recently set-up a legal entity to sell ticket guarantees this standard will have effect on our financial statements for 2023 and onward. We have ensured the data is available within the company from start, to be able to comply with the reporting requirements of IFRS 17. The impact of IFRS 17 on the financials for the year 2022 is not material. New standards, amendments and/or interpretations to existing IFRS standards have been published that only need to be applied to accounting periods beginning on or after 1 January 2023. As far as these standards, amendments and interpretations are applicable to the Company, these are expected to have no effect on the valuation and classification of assets and liabilities. The Company has decided not to opt for early adoption. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesAccountingEstimatesAndErrorsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ixv-386": { "value": " Other disclosures Management and Supervisory Board statement The members of the Supervisory Board signed the financial statements in order to comply with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch Civil Code.\u00a0The members of the Management Board signed the financial statements in order to comply with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch Civil Code and Article 5:25c, paragraph 2 sub c, of the Financial Markets Supervision Act.\u00a0", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:724500QDJRUMSPRDHW25", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } } } }