SPAN d.d., Zagreb
Annual report
for the year ended 31 December 2023
This version of annual report is a translation from the original, which was prepared in the Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the annual report takes precedence over this translation.
Contents
SPAN d.d. and its subsidiaries 1
Content
Page
Annual Report of the Management Board
2
Responsibility of the Management Board for the Annual Report
7
Statement on the application of the Corporate Governance Code
8
Independent Auditor's Report
Financial statements
Statement of comprehensive Income
18
Statement of financial position
19
Statement on changes in shareholders’ equity
20 - 21
Statement of cash flows
22
Notes to the financial statements
23 - 90
Annual Management Report
SPAN d.d. and its subsidiaries 2
Annual Report of the Management Board
The Management Board of the company Span d.d. Zagreb ("The Company" or "Parent Company") presents the company's separate and consolidated financial statements for the year ended 31 December 2023. The consolidated financial statements shall include the financial data of the Company and its subsidiaries that make up the Span Group (the "Group").
The Management Board of the Company considers that the consolidated financial statements for the period from 1 January to 31 December 2023 have been prepared based on applicable standards and thus provide a comprehensive and truthful overview of assets and liabilities and the financial position and business operations of the Group and Company. The Annual Report of the Management Board contains a truthful overview of the development, business results and financial position of the Group and the Company, with a description of the most significant risks to which the Group and the Company are exposed.
Principal activity:
The principal activity of the Group and the Company is to provide professional services of design, construction and maintenance of information systems to medium and large users. In 30 years of business, the Company has evolved from an IT system integrator in Croatia to a Group that today operates on the global world market.
In 1996, the Company became the first Croatian certified provider of Microsoft solutions, and since 2001 the Group and the Company has been certified as a Microsoft Gold Certified Partner and is the leading Microsoft partner in the Croatian market.
Continuous investment in the development of competencies and knowledge resulted in 2023 with the status of Microsoft Solutions Partners for all six major Microsoft technology areas. In addition to Microsoft’s technology, the Group and Company base their solutions on technologies of other first-class producers, and own the following accreditations and certificates:
HPE Certified Gold Partner
HPE Aruba Gold Partner
Nutanix Enrolled Partner
Cisco Premier Integrator
Dynatrace Master Partner
IBM Silver Business Partner and Managed Services Provider
Symantec Partner
SentinelOne Silver Partner
Sophos Gold Partner
CyberArk Authorized Partner and Managed Services Provider
Saviynt Authorized Reseller and Managed Services Provider
Veeam Silver Service Provider and Gold Reseller
Veritas Registered Partner
Palo Alto Partner Innovator
Fortinet Select Partner
HP Power Partner
Kemp Authorized Partner
Poly Partner
AWS Select Consulting Partner
Google Cloud Partner
Key events in 2023
On 31 March 2023, a contract was signed to purchase a 100% stake in GT Tarkvara, Tallinn, Estonia. The estimated value of the transaction is EUR 11,377,457.00, with the part of the purchase price depending on GT Tarkvara's operating results in 2023 and 2024 subject to adjustment. It is estonia's leading software asset licensing and management company.
Annual Management Report
SPAN d.d. and its subsidiaries 3
Key events in 2023 (continued)
On 28 April 2023, meetings of the Management Board and Supervisory Board of the Company were held, at which the proposal of the Decision on the use of profit and payment of dividends in the amount of HRK 10.00 / EUR 1.33 per share was adopted. The Management Board and the Supervisory Board have proposed to the General Assembly that the dividend in the stated amount be paid to the shareholders of the Company who are on 20 June 2023, recorded as shareholders of the Company in the depository of the Central Depository and Clearing Company. (record date). The date from which the Company's share without the right to pay dividends was traded is June 19, 2023 (ex date). In accordance with the proposal, the claim for dividend payment is due on 3 July 2023 (payment date), and the dividend was paid from the company's profits realized in 2022. Based on the Decision of the General Assembly of the Company from 14 June 2023, and in accordance with the Act on the Introduction of the Euro as the Official Currency in the Republic of Croatia (OG 57/22, 88/22), the Commercial Court in Zagreb conducted on 29 September 2023, and on 30 September 2023 published the registration of the adjustment of the share capital with the Companies Act (OG 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23). The share capital of the Company is aligned with the euro and has been increased from the amount of EUR 2,601,367.04 by the amount of EUR 1,318,632.96 to eur 3,920,000.00 by increasing the individual nominal amount of ordinary shares, code SPAN-R-A from the amount of EUR 1.33 for the amount of EUR 0.67 to EUR 2.00. In accordance with the above, the Statute of the Company has also been amended.
On 8 September 2023, span limited liability company was founded in Georgia, Tbilisi. The founder and only member of the company is Span d.d. Even at the founding of TOV Span in Ukraine, Span received Microsoft Licensing Solution Provider status for Georgia and Moldova. In the last few months, quality contacts have been made and everything necessary to enter the Georgian market has been ensured. At the same time Microsoft is consolidating and aggregating LSP partners in many markets, including Georgian.
Span Swiss AG, headquartered in Zug, Switzerland, was founded in 2019 and is 100% owned by Span d.d. Span Swiss AG has been inactive since its establishment because the planned business activities due to the coronavirus pandemic have not even begun. In order to break a longer period of non-operation and in accordance with the provisions of Swiss legislation, the Management Board of Span Swiss AG made a decision to shut down the company on 13 November 2023.
Antonija Kapović, Member of the Management Board of the Company, resigned on 15 December 2023. The resignation was given for personal reasons and took effect on 31 December 2023. Antonija Kapović's duties will be taken over by Board member Dragan Marković until the expiration of his mandate.
Based on Article 164, Paragraph 3 of the Labor Law (NN 93/14, 127/17, 98/19, 151/22, 64/23), free and direct elections of workers were held, during which Mrs. Barbara Gradečak was elected as the workers' representative to the Supervisory Board of the Company for a four-year term, commencing on 29 December 2023.
2024 strategy
The Group's business strategy is growth based on new technologies, solutions, and markets. We design, implement, and maintain secure, highly available information systems focused on significantly increasing the productivity of our users. Operational management services ensure 24x7 data integrity and overall cybersecurity. We base our business systems and solutions on the platforms of leading global Cloud technology providers – Microsoft, Amazon, and Google. With experience and expertise, we ensure scalability, reliability, and cybersecurity of our solutions. To further enhance the productivity of our users, we implement artificial intelligence systems integrated into personal productivity tools. We pay special attention to responsible and sustainable business practices, corporate governance, environmental impact, and the well-being of society and our employees
Research and development activities
Development expenditure generally refers to own developed intangible assets with the cooperation of several companies in the Group. The total worth of the Group's intangible assets relating to development expenditure is EUR 1,773 thousand (EUR 1,192 thousand for the Company) (Note 18). During 2023 at the Group level, a total of 4 thousand euro was activated in the position of Software Development (Company 0 thousand euro) (Note 18).
Annual Management Report
SPAN d.d. and its subsidiaries 4
Financial instruments
The Group and Company do not use financial instruments that affect the assessment of financial position and performance. The Company and Group are primarily exposed to the financial risks of changes in foreign currency exchange rates and interest rates, as further described in the note Financial instruments (note 37).
The Company and Group’s Corporate Treasury function supports operations, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company and Group.
Financial assets of the Group and Company mainly consist of receivables and cash assets in accounts, while financial liabilities predominantly refer to short-term and long-term borrowings from banks, short-term and long- term lease liabilities, and trade payables.
Information on the purchase of own shares
On 28 April 2023, the Company acquired 3,411 own of shares on the regulated market of the Zagreb Stock Exchange, and during July and August 2023 7,990 own shares, code SPAN-R-A.
As of December 31, 2023, the Company owned a total of 15,673 (2022: 20,029) of its own shares.
Company and Group branches
The company has no branches.
At the Group level, Ekobit had a branch in Varaždin, which, by the Decision of the Members of the Management Board of the Company, as of 31 January 2023, ceased operations.
Group companies
SPAN d.o.o. Ljubljana started operating in 2014, offering a wide range of products, services and solutions on the Slovenian market.
Span IT Ltd. London, started operations during 2010 as a sales representation of the Company and significantly contributed to the growth of exports of services and solutions to the UK market.
SPAN USA, Inc., began operations in early 2014, primarily as a sales rep and customer support center in the U.S.
Trilix d.o.o. maintained its position as an electronic goods processor. The consulting department provides consulting services in organization and risk management and in compliance of business processes with regulations and regulations in the field of information technologies.
During 2016, the Company opened a subsidiary Span Azerbaijan LLC in Azerbaijan through which it offers its services and knowledge in that market as well.
BonsAI d.o.o., a company specialized in the development of software solutions based on artificial intelligence, started operations in 2017, performed positively during 2023 and is 70% owned by the Company.
During 2018, the Company established two 100% owned subsidiaries Span LLC, Kiev, Ukraine and Span GmbH, Munich, Germany with the aim of expanding the markets in which it offers its services and knowledge.
During 2019, the Company opened a subsidiary SPAN SWISS AG, Switzerland. The management of Span Swiss AG made the decision to shut down the company on 13 November 2023.
During July 2021, the Company officially opened another member of the group - Span-IT s.r.l. based in Chisinau, moldovan capital.
During 2022, the Company acquired Ekobit d.o.o., one of the leading Croatian companies specialized in the development of software solutions.
Annual Management Report
SPAN d.d. and its subsidiaries 5
Group companies (continued)
On 15 April 2022, the Commercial Court in Zagreb issued a decision on the registration of the establishment of a company under fintech digital services limited liability company for IT services.
Also, in 2022, span cybersecurity center was founded, ltd. for services and consulting that provides education and training in the field of security.
At the beginning of 2023, the Company acquired GT Tarkvara, Tallinn, Estonia. It is estonia's leading software asset licensing and management company.
On September 8, 2023, span limited liability company was founded in Georgia, Tbilisi.
Supervisory Board
1. Jasmin Kotur, member of the Supervisory Board from 13 December 2019, Chairman of the Supervisory Board from 16 December 2019 to 14 June 2023
2. Aron Paulić, member of the Supervisory Board as of 30 September 2020, Vice-Chairman of the Supervisory Board from 5 November 2021.
3. Ante Mandić, member of the Supervisory Board from 30 September 2020, Chairman of the Supervisory Board from 14 June 2023
4. Zvonimir Banek, member of the Supervisory Board from 13 December 2019 to 14 June 2023
5. Ivana Šoljan, member of the Supervisory Board from 14 June 2023
6. Mirjana Marinković, member of the Supervisory Board from 14 June 2023
On December 29, 2023 Mrs. Barbara Gradečak was elected as a representative of the employees in the Supervisory Board of the Company.
Audit Committee
1. Ante Mandić, President of the Audit
Committee, appointed by the Decision of the Supervisory Board on 10 May 2021
2. Nataša Zelenika, Member of the Audit Committee, appointed by the Supervisory Board Decision on 10 May 2021
3. Tomislav Skorin, Member of the Audit Committee, appointed by the Decision of the Supervisory Board on 10 May 2021
Management
Members of the Management Board of the Company from 1 January 2023 to the date of signing these financial statements were:
1. Nikola Dujmović, president of the Management Board
2. Marijan Pongrac, member of the Management Board
3. Dragan Marković, member of the Management Board
4. Antonija Kapović, member of the Management Board until 31/12/2023
5. Saša Kramar, member of the Management Board
Annual Management Report
SPAN d.d. and its subsidiaries 6
Management (continued)
In Zagreb, on 30 April 2024, signed by the Management Board:
Nikola Dujmović
Marijan Pongrac
Dragan Marković
President of the Management Board
Member of the Management Board
Member of the Management Board
Saša Kramar
Member of the Management Board
Responsibility for the financial statements
SPAN d.d. and its subsidiaries 7
The Management Board is obliged to ensure that the financial statements for each financial year are prepared in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS) to give a truthful and objective review of the financial position and the results of the business operations of SPAN d.d. ("The Company") and its subsidiaries (collectively the "Group") for each period presented.
After making enquiries , the Management Board reasonably expects the Group and the Company to have adequate resources to continue their operations for the foreseeable future. For this reason, the Management Board continues to adopt the going concern basis in preparing the financial statements of the Group and the Company.
In the preparation of financial statements, the Management Board is responsible:
to select and then consistently apply appropriate accounting policies;
that judgments and assessments be reasonable and cautious;
to apply relevant accounting standards; and
that the financial statements are prepared on the going concer basis.
The Management Board is responsible for keeping proper accounting records, which will at any time reflect with resonable accuracy the financial position of the Group and the Company, as well as its compliance with the Croatian Accounting Act. The Management Board is also responsible for safeguarding the assets of the Group and the Company, and therefore for taking reasonable measures to prevent and detect embezzlement and other illegalities. The Management Board shall also be responsible for the Management Report in accordance with Articles 21 and 24, of The Accounting Act.
Signed by members of the Management Board:
For SPAN d.d.:
SPAN d.d.
Koturaška cesta 47 Zagreb Republic of Croatia 30 April 2024
President of the Management Board
Member of the Management Board
Member of the Management Board
Member of the Management Board
Nikola Dujmović
Marijan Pongrac
Dragan Marković
Saša Kramar
Statement on the application of the Corporate Governance Code
SPAN d.d. and its subsidiaries 8
Statement on the application of the Corporate Governance Code
Pursuant to Article 272.p, in relation to Article 250.a of the Companies Act (Official Gazette no. 111/1993, 34/1999, 121/1999, 52/2000, 118/2003, 107/2007, 146/2008, 137/2009, 111/2012,125/2011, 68/2013, 110/2015, 40/2019, 34/2022, 114/2022, 18/2023, 130/2023 hereinafter: “the Act”) and Article 22 of the Accounting Act (Official Gazette no. 78/2015, 134/2015, 120/2016, 116/2018, 42/2020, 47/2020, 114/2022, 82/2023) the Management of the company Span d.d., Zagreb, Koturaška cesta 47, Company ID:19680551758 (hereinafter: “Span” or “Company”) hereby issues the following
STATEMENT ON THE APPLICATION OF THE CORPORATE GOVERNANCE CODE
I. S Span shares were listed on the regulated market of the Zagreb Stock Exchange on 21 September 2021, and Span applies the Corporate Governance Code of the Zagreb Stock Exchange and the Croatian Financial Services Supervisory Agency (CFSSA), which is publicly available on the Zagreb stock exchange (www.zse.hr) and HANFA (www.hanfa.hr ) websites.
II. With this statement, Span confirms that it operates in accordance with good corporate governance practices and for the most part according to the recommendations of the Code and publishes all information whose publication is foreseen by positive regulations.
Span shall present detailed explanations of departures from individual recommendations and additional adjustments in the Corporate governance practice questionnaire for issuers of shares and the Corporate governance practice questionnaire for issuers of bonds for the year 2022 and, as defined in the Ordinance on the data concerning corporate governance the issuers are required to deliver to the Croatian Financial Services Supervision Agency and on the form, deadlines, and manner of their submission (OG 59/2020, 12/2023), submit them to the Croatian Financial Services Supervision Agency (CFSSA) not later than 30 June of the current year and publish them on the websites of the Company and the Zagreb Stock Exchange.
III. The internal control and risk management system in relation to the financial reporting process is carried out by the controlling and internal audit services under the supervision of the Audit Committee.
In line with the Audit Act (OG 127/17, 27/2024), in addition to the tasks prescribed by Regulation (EU) on specific requirements regarding the statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, No 537/14 and all relevant regulations, the Audit Committee shall monitor the financial reporting process and deliver recommendations and suggestions for securing the integrity thereof, as well as monitor the effectiveness of the Company’s internal quality control and risk management systems, including the effectiveness of procedures for approving and disclosing transactions among Management and Supervisory Board members and the Company, as well as internal audit, without breaching its independence.
Internal Audit’s key goals are providing senior management and the Supervisory Board with guarantees and information that will help the achieve organization’s goals, including the evaluation of the effectiveness of risk management activities. Controlling reports to the Management Board of the Company, and Internal Audit to the Audit Committee of the Supervisory Board, and the Management Board.
Internal Audit prepares a report once the audit has been completed, and this report contains the following:
list of audits carried out
assessment of the adequacy and efficiency of internal controls and recommendations for improvements
unlawfulness and irregularities determined during the audit, and recommendations and proposed measures to address them
activities undertaken in relation to the previously issued recommendations.
Reports are delivered to the Management Board and the Audit Committee.
During 2023, Span continued to maintain and continuously improve the existing six management systems certified to ISO standards. Special attention is focused on the management of information security and IT services, as well as the ethical aspects of iso 37001 compliance management. During the year, the methodology of risk management was improved and the application for monitoring business goals and managing the resulting risks was completed.
Also, at the beginning of 2023, a business continuity management system (BCMS) was certified according to the ISO 22301 standard. This ensures a higher level of reliability of Span's business processes and services that Span provides to customers, thereby increasing the level of trust.
Statement on the application of the Corporate Governance Code
SPAN d.d. and its subsidiaries 9
IV. The Ten most significant Span shareholders as at 29/12/2023 in Span are:
No.
Name/Name
Number of shares
Percentage (%)
1
DUJMOVIĆ NIKOLA
701072
35.769
2
PONGRAC MARIJAN
112198
5.7244
3
BANEK ZVONIMIR
107995
5.5099
4
RAIFFEISENBANK AUSTRIA D.D./ RAIFFEISEN VOLUNTARY PENSION FUND
101111
5.1587
5
ERSTE & STEIERMARKISCHE BANK D.D./ PBZ CO OMF - CATEGORY B
65200
3.3265
6
SWIFT: PBZGHR2X
50525
2.5778
7
BOČKAL DAMIR
46516
2.3733
8
PRIVREDNA BANKA ZAGREB D.D./ GENERALI JUGOVZHODNA EVROPA. DELNISKI
43810
2.2352
9
PODRAVSKA BANKA D.D./COLLECTIVE ACCOUNT FOR M21 - NATURAL PERSONS
36253
1.8496
10
ERSTE & STEIERMARKISCHE BANK D.D./ PBZ CO OMF - CATEGORY A
26128
1.3331
Span does not have holders of securities with special control rights, nor holders of securities with voting rights limits to a certain percentage or number of votes, time limits for exercising voting rights, or cases where, in cooperation with the company, financial rights from securities are separated from the holding of those securities. Span does not have specific rules on the appointment and revocation of the appointment of members of the Management Board, i.e. the Supervisory Board, amendments to the Statute or special rules on the powers of members of the Management Board or Supervisory Board. All of these relationships are subject to the provisions of the Companies Act and the Articles of Association of the Company, which is available on the
Span website (
www.span.eu
)
V. The manner of operation of the General Assembly and its authorization, the manner of exercising shareholder rights and how their rights are exercised are determined by the Companies Act and the Articles of Association of the Company, and the invitation and proposals for decisions, as well as the adopted decisions, are publicly published in accordance with the provisions of the Companies Act, the provisions of the Capital Market Act and the Rules of the Zagreb Stock Exchange d.d. Each share is entitled to one vote.
VI. In 2023, the board was made up of 5 members. The term of office of members of the Management Board and the President of the Management Board shall be a maximum of 5 years. After the end of the term of office, members of the Management Board and the President of the Management Board may be reappointed without limitation on the number of terms. The Management Board manages the activities of the company at its own risk, with the care of a orderly and conscientious businessman, in accordance with the Companies Act, the Statute and the Rules of Procedure of the Management Board.
In 2023, the Supervisory Board had 4 members. President of the Supervisory Board Jasmin Kotur and member Zvonimir Banek resigned from the Supervisory Board and at the session of the General Assembly of the Company, held on 14 June 2023. Ivana Šoljan and Mirjana Marinković were elected as new members of the Supervisory Board of Span. These members of the Supervisory Board were elected for a period from the decision of the General Assembly until the expiry of the term of office of the other members of the Supervisory Board of the Company, i.e. until 30 September 2024. The right to appoint and recall the fifth member of the Supervisory Board have the employees of the Company. On 29 December 2023, the workers elected their member of the Supervisory Board, Mrs. Barbara Gradečak. Supervisory Board members have a maximum 4-year term. Powers of the Supervisory Board are defined by the provisions of the Companies Act, the Articles of Association of the Company, and the Rules of Procedure of the Supervisory Board.
Statement on the application of the Corporate Governance Code
SPAN d.d. and its subsidiaries 10
Within its authority, the Supervisory Board makes decisions, assessments, opinions, gives consent to decisions of the Management Board as provided for in the Rules of Procedure, law, or Articles of Association, instructs auditors, and together with the Management Board, determines proposals for decisions to be adopted by the General Assembly.
Management Board and Supervisory Board operate in formal meetings as well as decision making without formal meetings by correspondence in accordance with Rules of Procedure, law and Articles of Association.
In accordance with the law, Corporate Governance Code and the Rules of Procedure, the Supervisory Board formed two committees; the Audit Committee and the Nomination and Remuneration Committee. Description of the jobs and competences of the Audit Committee and the Nomination and Remuneration Committee is available on Span’s website (www.span.eu).
VII. On 18 December 2023, the Management board of Span adopted the Diversity and Inclusion Policy (hereinafter: Politics) and acceded to the Diversity Charter of the Croatian Business Council for Sustainable Development. Span's Policy is based on diversity, inclusiveness and highlighting the importance of fairness in ensuring equality of opportunity, and includes the principles of uniqueness of each individual, practical adaptation, independent responsibility of each individual, a positive approach to diversity, openness and transparency, zero tolerance of discrimination and harassment or violence, equality of opportunity and inclusive leadership, which are detailed in the policy text. The basis of the Policy lies in the legal framework prescribed by the Anti-Discrimination Act, and with the adoption of this Policy, the Management Board has committed to implementing all the above-mentioned principles, in order to create a positive and inclusive organizational culture. Due to the adoption of the Policy in December 2023, the manner in which the Policy is implemented and the results in the reporting period will be published as part of the Annual Report for 2024.
VIII. In accordance with the provisions of Article 250a paragraph 4. and Art. 272.p. st.1, this Statement represents a separate section and integral part of the annual report on the financial position and business performance of the Company for the year 2023.
For SPAN d.d.:
SPAN d.d.
Koturaška cesta 47 Zagreb Republic of Croatia 30 April 2024
President of the Management Board
Member of the Management Board
Member of the Management Board
Member of the Management Board
Nikola Dujmović
Marijan Pongrac
Dragan Marković
Saša Kramar
The company was registered at Zagreb Commercial Court: MBS 030022053; paid-in initial capital: EUR 5,930.00; Company Directors: Katarina Kadunc, Goran Končar and Helena Schmidt, Bank: Privredna banka Zagreb d.d., Radnička cesta 80, 10 000 Zagreb, bank account no. 2340009–1110098294; SWIFT Code: PBZGHR2X IBAN: HR3823400091110098294.
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© 2024. For information, contact Deloitte Croatia.
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INDEPENDENT AUDITOR’S REPORT
To the Shareholders of SPAN d.d.
Report on the Audit of the Financial Statements
Opinion
We have audited the separate financial statements of SPAN d.d. (the Company) and consolidated financial statements of the SPAN d.d. and its subsidiaries (the Group) which comprise the separate and the consolidated statement of financial position as at 31 December 2023, the separate and the consolidated statement of comprehensive income, the separate and the consolidated statement of changes in shareholder’s equity and the separate and the consolidated statements of cash flows for the year then ended, and notes to the separate and the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and the Group as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (I FRS).
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) and Regulation (EU) 537/2014 of the European Parliament and of the Council, dated 16 April 2014, on specific requirements regarding statutory audit of public-interest entities. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Separate and the Consolidated Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants, including International Independence Standards (IESBA Code) and we have fulfilled our ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
T his version of our audit report is a translation from the original, which was prepared in the Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.
Deloitte d.o.o.
ZagrebTower
Radnička cesta 80
10000 Zagreb
Croatia
OIB: 11686457780
Tel: +385 (0) 1 2351 900
Phone: +385 (0) 1 2351 999
www.deloitte.com/hr
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INDEPENDENT AUDITOR’S REPORT (continued)
Report on the Audit of the Financial Statements (continued)
Key Audit Matters (continued)
Key audit matter
Revenue recognition
How did we address key audit matter during our audit
For accounting policies please see Significant accounting policies – note 3: Revenue recognition. Revenue from contracts with customers are disclosed in note 5 and amount to 142,836 thousand EUR (2022: 110,170 thousand EUR) for the Group and 99,550 thousand EUR (2022: 91,384 thousand EUR) for the Company.
Revenue recognition is a significant aspect of the Group's and Company’s financial statements due to the complexity of the Group's and Company’s revenue streams, the different types of licenses and services offered, and the various recognition criteria and methods applied under International financial reporting standard 15: Contract with customers (IFRS 15).
With reference to sale of different types of licenses, the Group and Company is primarily responsible for delivering purchased Microsoft licenses to customers, it is exposed to potential risk of rejection of licenses by the customer, and has the discretion to define prices and benefits from licenses to the moment of transfer of control.
The Group and Company sells hardware directly to customers in line with the contract on the sale of hardware and provision of services or individual contracts on the sale of hardware. Revenue is recognized at the point in time when the control over the equipment has been transferred to the customers, and the sale of equipment is considered a distinct delivery obligation.
Advisory services the Group and Company provides may be divided in two main service groups: services related to contracted projects with customers, and advisory services which refer to customer support based on contracted price lists.
The recognition of revenue involves significant management judgment and estimation in determining the appropriate point in time or the stage of completion for performance obligations, as well as the transaction price for each distinct performance obligation. Due to these risks, this area was established as a key audit matter.
In order to address the risks associated with the revenue recognition identified as a key audit matter, we designed audit procedures that enabled us to obtain sufficient and appropriate audit evidence for our conclusion on the matter.
Our audit procedures included, among others:
Assessing the Group's and Company’s revenue recognition policies and their compliance with IFRS 15;
Testing the design and implementation of internal controls related to the revenue recognition in terms of the adequacy of their recording;
Selecting a sample of transactions for each revenue stream and performing substantive testing to determine the appropriateness of revenue recognition, considering the relevant criteria under IFRS 15;
Evaluating management's judgments and estimates used in determining the transaction prices, distinct delivery obligations, and the point in time or stage of completion for performance obligations;
Examining the information in the separate and consolidated financial statements to assess whether the disclosures regarding revenue from customer contracts are appropriate.
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INDEPENDENT AUDITOR’S REPORT (continued)
Report on the Audit of the Financial Statements (continued)
Other Information
Management is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the separate and the consolidated financial statements and our auditor’s report. We obtained other information before the date of the auditor's report, except for the Non-financial report prepared in accordance with the Articles 21a and 24a of the Accounting Act, which is expected to be made available to us after that date.
Our opinion on the separate and the consolidated financial statements does not cover the other information.
In connection with our audit of the separate and the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. With respect to the Management Report and the Corporate Governance Statement, which are included in the Annual Report, we have also performed the procedures prescribed by the Accounting Act. These procedures include examination of whether the Management Report include required disclosures as set out in the Articles 21 and 24 of the Accounting Act and whether the Corporate Governance Statement includes the information specified in the Articles 22 and 24 of the Accounting Act and if Non-financial report includes the information specified in the Articles 21a and 24a of the Accounting Act.
Based on the procedures performed during our audit, to the extent we are able to assess it, we report that:
1) Information included in the other information is, in all material respects, consistent with the attached separate and consolidated financial statements.
2) Management Report has been prepared, in all material respects, in accordance with the Articles 21 and 24 of the Accounting Act.
3) Corporate Governance Statement has been prepared, in all material aspects, in accordance with the Articles 22 and 24 of the Accounting Act.
Based on the knowledge and understanding of the Company and the Group and its environment, which we gained during our audit of the separate and the consolidated financial statements, we have not identified material misstatements in the other information.
Responsibilities of Management and Those Charged with Governance for the Separate and the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the separate and the consolidated financial statements in accordance with IFRSs and for such internal control as Management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and the consolidated financial statements. Management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
.
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INDEPENDENT AUDITOR’S REPORT (continued)
Report on the Audit of the Financial Statements (continued)
Auditor’s Responsibilities for the Audit of the Separate and the Consolidated Financial Statements
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group's internal controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate and the consolidated financial statements, including the disclosures, and whether the separate and the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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INDEPENDENT AUDITOR'S REPORT (continued)
Report on Other Legal and Regulatory Requirements
Report based on the requirements of Delegated Regulation (EU) No. 2018/815 amending Directive No. 2004/109/EC of the European Parliament and of the Council as regards regulatory technical standards for the specification of the uniform electronic format for reporting (ESEF)
Auditor’s reasonable assurance report on the compliance of separate and consolidated financial statements (financial statements), prepared based on the provision of Article 462 (5) of the Capital Market Act by applying the requirements of the Delegated Regulation (EU) 2018/815 specifying for the issuers a single electronic reporting format (“ESEF Regulation”). We conducted a reasonable assurance engagement on whether the financial statements of the Company the Group for the financial year ended 31 December 2023 prepared to be made public pursuant to Article 462 (5) of the Capital Market Act, contained in the electronic file 747800L0D5F39CX8NA43-2023-12-31-en , have been prepared in all material aspects in accordance with the requirements of the ESEF Regulation.
Responsibilities of the Management and Those Charged with Governance
Management is responsible for the preparation and content of the financial statements in line with the ESEF Regulation.
In addition, Management is responsible for maintaining the internal controls system that reasonably ensures the preparation of financial statements without material differences with the reporting requirements from the ESEF Regulation, whether due to fraud or error.
Furthermore, Company Management is responsible for the following:
public reporting of financial statements presented in the annual report in valid XHTML format
selection and use of XBRL markups in line with the requirements of the ESEF Regulation.
Those charged with governance are responsible for supervising the preparation of financial statements in ESEF format as part of the financial reporting process.
Auditor’s Responsibilities
It is our responsibility to carry out a reasonable assurance engagement and, based on the audit evidence obtained, give our conclusion on whether the financial statements have been prepared without material differences with the requirements from the ESEF Regulation. We conducted our reasonable assurance engagement in accordance with the International Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000). This standard requires that we plan and perform the engagement to obtain reasonable assurance for providing a conclusion.
Quality management
We have conducted the engagement in compliance with independence and ethical requirements as provided by the Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants. The code is based on the principles of integrity, objectivity, professional competence and due diligence, confidentiality, and professional conduct. We comply with the
International Standard on Quality Management 1, Quality Management for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements (ISQM 1) and accordingly maintain an overall management control system, including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and statutory requirements.
.
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INDEPENDENT AUDITOR'S REPORT (continued)
Report on Other Legal and Regulatory Requirements (continued)
Report based on the requirements of Delegated Regulation (EU) No. 2018/815 amending Directive No. 2004/109/EC of the European Parliament and of the Council as regards regulatory technical standards for the specification of the uniform electronic format for reporting (ESEF) (continued)
Procedures performed
As part of the selected procedures, we have conducted the following activities:
We have read the requirements of the ESEF Regulation;
We have gained an understanding of internal controls of the Company and the Group, relevant for the application of the ESEF Regulation requirements;
We have identified and assessed the risks of material differences with the ESEF Regulation due to fraud or error;
We have devised and designed procedures for responding to estimated risks and obtaining reasonable assurance in order to give our conclusion.
Our procedures focused on assessing whether:
Financial statements included in the separate and the consolidated report have been prepared in valid XHTML format;
Data included in the separate and the consolidated financial statements required by the ESEF Regulation have been marked up and meet all of the following requirements:
o XBRL has been used for markups.
o Core taxonomy elements stipulated in the ESEF Regulation with the closest accounting meaning were used unless an extension taxonomy element was created in line with the Annex IV of the ESEF Regulation;
o Markups comply with the common rules on markups in line with the ESEF Regulation.
We believe the evidence we obtained to be sufficient and appropriate to provide a basis for our conclusion.
Conclusion
We believe that, based on the procedures performed and evidence obtained, the financial statements of the Company and the Group presented in the ESEF format, contained in the aforementioned electronic file, and based on the provision of Article 462 (5) of the Capital Market Act, have been prepared to be published for public, in all material aspects in accordance with the requirements of articles 3, 4 and 6 of the ESEF Regulation for the year ended 31 December 2023.
In addition to this conclusion, as well as the audit opinion contained in this Independent Auditor's Report for the accompanying financial statements and annual report for the year ended 31 December 2023, we do not express any opinion on the information contained in these documents or other information contained in the above mentioned file.
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INDEPENDENT AUDITOR’S REPORT (continued)
Report on Other Legal and Regulatory Requirements (continued)
Other reporting obligations as required by Regulation (EU) No. 537/2014 of the European Parliament and the Council and the Audit Act
We were appointed as the statutory auditor of the Company and the Group by the shareholders on General Shareholders’ Meeting held on 14 June 2023 to perform audit of accompanying separate and consolidated financial statements. Our total uninterrupted Group engagement has lasted 6 years and covers the period from 1 January 2018 to 31 December 2023. Our total uninterrupted Company engagement has lasted for three years and covers the period from 1 January 2021 to 31 December 2023.
We confirm that:
our audit opinion on the accompanying separate and consolidated financial statements is consistent with the additional report issued to the Audit Committee of the Company on 30 April 2024 in accordance with the Article 11 of Regulation (EU) No. 537/2014 of the European Parliament and the Council;
no prohibited non-audit services referred to in the Article 5(1) of Regulation (EU) No. 537/2014 of the European Parliament and the Council were provided.
T here are no services, in addition to the statutory audit which we provided to the Company and its controlled undertakings and which have not been disclosed in the Annual Report.
The engagement partner on the audit resulting in this independent auditor’s report is Katarina Kadunc.
Katarina Kadunc
Director and certified auditor
Deloitte d.o.o.
30 April 2024
Radnička cesta 80,
10 000 Zagreb,
Croatia
T his version of our audit report is a translation from the original, which was prepared in the Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.
Statement of comprehensive income
for the year ended 31 December 2023
SPAN d.d. and its subsidiaries 18
Group
Company
2023
2022
2023
2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Note
Revenue from contracts with customers
5
142,836
110,170
99,550
91,284
Other operating income
6
1,496
4,970
883
456
Costs of licenses and hardware sold
7
( 90,695 )
( 62,280 )
( 60,512 )
( 52,192 )
Raw material and supplies
8
( 607 )
( 760 )
( 506 )
( 647 )
Services costs
9
( 11,037 )
( 10,217 )
( 10,406 )
( 9,757 )
Staff costs
10
( 32,197 )
( 25,799 )
( 23,476 )
( 19,311 )
Depreciation and amortisation cost
11
( 3,559 )
( 2,572 )
( 2,303 )
( 1,882 )
Impairment losses (including reversal of impairment losses) from financial assets and contract assets
24
( 1,012 )
( 450 )
( 22 )
( 388 )
Other expenses
12
( 3,135 )
( 6,391 )
( 2,173 )
( 1,759 )
Financial expenses
13
( 834 )
( 1,045 )
( 820 )
( 1,416 )
Financial income – interest income
14
101
74
32
17
Financial income – other
14
394
788
417
736
Share of profit of associates
22
( 4 )
( 1 )
-
-
Profit before tax
1,746
6,487
665
5,141
Corporate income tax
15
( 500 )
223
( 204 )
429
Profit for current year
1,246
6,710
461
5,569
Attributable to:
Owners of the Company
1,144
6,638
-
-
Non-controlling interests
102
72
-
-
1,246
6,710
461
5,569
Items that can later be transferred to profit or loss:
Exchange rate differences for recalculation of foreign parts of business
( 335 )
62
-
-
Other movements of comprehensive income
-
( 8 )
-
-
Total comprehensive income
911
6,764
461
5,569
Attributable to:
Owners of the Company
809
6,700
461
5,569
Non-controlling interest
102
64
-
-
Earnings profit per share (euros)
Basic (euros and cents)
16
0.59
3.43
0.24
2.88
Diluted (euros and cents)
16
0.59
3.43
0.24
2.88
The corresponding notes on pages 23 to 90 are an integral part of these financial statements.
Statement of financial position
as at 31 December 2023
SPAN d.d. and its subsidiaries 19
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Note
Assets
Non-current assets
Goodwill
17
8,905
4,166
2,321
2,321
Other intangible assets
18
7,149
3,952
2,793
1,434
Property, plant and equipment
19
5,607
5,818
5,261
5,522
Right-of-use assets
20
1,792
2,209
1,309
1,509
Investments in financial assets
21
212
204
111
185
Investments in subsidiaries
21.1
-
-
16,808
6,251
Other investments accounted for using the equity method
22
262
266
266
266
Long-term trade receivables
1
1
1
1
Deferred tax assets
26
1,724
1,661
1,145
1,341
Total non-current assets
25,651
18,277
30,014
18,830
Current assets
Inventories
23
275
490
261
485
Investments in financial assets
21
1,477
413
1,115
71
Trade and other receivables
24
31,165
17,178
17,718
12,833
Corporate income tax receivables
354
81
84
36
Cash and bank balances
33
13,339
18,815
3,792
14,212
Total current assets
46,609
36,977
22,969
27,637
Total assets
72,261
55,254
52,984
46,467
Equity and liabilities
Equity and reserves
Share capital
29
3,920
2,601
3,920
2,601
Capital reserves
30
9,919
10,912
9,919
10,912
Profit reserves
29
1,377
1,349
1,259
1,169
Reserves for own shares
624
157
571
104
Own shares and holdings
( 624 )
( 157 )
( 571 )
( 104 )
Revaluation reserves - Property
31
1,877
1,997
1,877
1,997
Translational reserve of foreign operations
( 237 )
98
-
-
Retained earnings
13,248
14,432
10,107
12,668
Equity attributable to owners of the Company
30,103
31,388
27,082
29,347
Non-controlling interests
32
320
217
-
-
Total equity
30,423
31,606
27,082
29,347
Non-current liabilities
Trade and other payables
28
150
-
-
-
Borrowings
25
33
433
33
433
Deferred tax liability
26
581
647
412
438
Lease liabilities
27
947
1,144
752
765
Contractual liabilities
35
1,798
683
1,798
683
Total non-current liabilities
3,509
2,907
2,995
2,319
Current liabilities
Trade and other payables
28
28,930
14,429
13,971
9,106
Corporate income tax liabilities
15
-
46
-
-
Lease liabilities
27
938
1,146
665
927
Borrowings
25
2,073
503
2,073
503
Contractual liabilities
35
1,899
1,243
1,899
1,243
Deferred income
34
4,489
3,374
4,298
3,021
Total current liabilities
38,329
20,741
22,906
14,801
Total Liabilities
41,838
23,648
25,901
17,120
Total equity and liabilities
72,261
55,254
52,984
46,467
The corresponding notes on pages 23 to 90 are an integral part of these financial statements.
Statement of changes in shareholder's equity
for the year ended 31 December 2023
SPAN d.d. and its subsidiaries 20
Group
Share capital
Capital reserves
Profit reserves
Reserves for own shares
Own shares
Revaluation reserves - Property
Other capital items
Translational reserve of foreign operations
Retained earnings
Owners of the parent
Non- controlling interests
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Balance as at 1 January 2022
2,601
10,496
1,095
135
( 135 )
2,118
( 860 )
35
10,075
25,561
153
25,714
Profit from the year (note 16)
-
-
-
-
-
-
-
-
6,638
6,638
72
6,710
Changes in revaluation reserves (note 31)
-
-
-
-
-
( 120 )
-
-
120
-
-
-
Changes in development cost reserves
-
-
253
-
-
-
-
-
( 253 )
-
-
-
Merger of Infocumulus (note 36.1)
-
-
-
-
-
-
860
-
( 860 )
-
-
-
Repurchase of own shares/stocks
-
-
-
775
( 775 )
-
-
-
( 775 )
( 775 )
-
( 775 )
Allotment of own shares in accordance with IFRS 2 (note 30)
-
416
-
( 753 )
753
-
-
-
753
1,169
-
1,169
Dividend paid
-
-
-
-
-
-
-
-
( 1,289 )
( 1,289 )
-
( 1,289 )
Other allotments and payments to members/shareholders
-
-
-
-
-
-
-
-
23
23
-
23
Other comprehensive income for the year, net of income tax
-
-
-
-
-
-
-
62
-
62
( 8 )
54
Total comprehensive profit
-
-
-
-
-
-
-
62
6,638
6,700
64
6,764
Balance as at 31 December 2022
2,601
10,912
1,349
157
( 157 )
1,997
-
98
14,432
31,388
217
31,606
Other non-equity changes in capital
1,319
( 1,319 )
-
-
-
-
-
-
-
-
-
-
Profit for the year (note 16)
-
-
-
-
-
-
-
-
1,144
1,144
102
1,246
Changes in revaluation reserves (note 31)
-
-
-
-
-
( 120 )
-
-
120
-
-
-
Changes in reserves and development costs
-
-
29
-
-
-
-
-
( 29 )
-
-
-
Repurchase of own shares/stocks
-
-
-
703
( 703 )
-
-
-
( 703 )
( 703 )
-
( 703 )
Allotment of own shares in line with IFRS 2 (note 30)
-
326
-
( 236 )
236
-
-
-
236
562
-
562
Dividend paid
-
-
-
-
-
-
-
-
( 2,584 )
( 2,584 )
-
( 2,584 )
Other allotments and payments to members/shareholders
-
-
-
-
-
-
-
-
631
631
-
631
Other comprehensive income for the year, net of income tax
-
-
-
-
-
-
-
( 335 )
-
( 335 )
-
( 335 )
Total comprehensive income
-
-
-
-
-
-
-
( 335 )
1,144
809
102
911
Balance as at 31 December 2023
3,920
9,919
1,377
624
( 624 )
1,877
-
( 237 )
13,248
30,103
320
30,423
Statement of changes in shareholder's equity
for the year ended 31 December 2023
SPAN d.d. and its subsidiaries 21
Company
Share capital
Capital reserves
Profit reserves
Reserves for own shares
Own shares
Revaluation reserves - Property
Retained earnings
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Status as of 01 January 2022
2,601
10,496
984
82
( 82 )
2,118
9,406
25,604
Acquisition of (a) subsidiary (note 36.1)
-
-
-
-
-
-
( 931 )
( 931 )
Profit for the year (note 16)
-
-
-
-
-
-
5,569
5,569
Changes to revaluation reserves (note 31)
-
-
-
-
-
( 120 )
120
-
Changes in reserves and development costs
-
-
185
-
-
-
( 185 )
-
Repurchase of own shares/stocks
-
-
-
775
( 775 )
-
( 775 )
( 775 )
Allotment of own shares in line with IFRS 2 (note 30)
-
416
-
( 753 )
753
-
753
1,169
Dividend paid
-
-
-
-
-
-
( 1,289 )
( 1,289 )
Total comprehensive princomeofit
-
-
-
-
-
-
5,569
5,569
Status as at 31 December 2022
2,601
10,912
1,169
104
( 104 )
1,997
12,668
29,347
Other non-equity changes in capital
1,319
( 1,319 )
-
-
-
-
-
-
Fiscal year profit (note 16)
-
-
-
-
-
-
461
461
Changes to revaluation reserves (note 31)
-
-
-
-
-
( 120 )
120
-
Changes in reserves and development costs
-
-
91
-
-
-
( 91 )
-
Repurchase of own shares/stocks
-
-
-
703
( 703 )
-
( 703 )
( 703 )
Allotment of own shares in line with IFRS 2 (note 30)
-
325
-
( 236 )
236
-
236
561
Dividend paid s
-
-
-
-
-
-
( 2,584 )
( 2,584 )
Total comprehensive income
-
-
-
-
-
-
461
461
Balance as at 31 December 2023
3,920
9,919
1,259
571
( 571 )
1,877
10,107
27,082
The corresponding notes on pages 23 to 90 are an integral part of these financial statements.
Statement of cash flows
for the year ended 31 December 2023
SPAN d.d. and its subsidiaries 22
Group
Company
2023.
2022.
2023.
2022.
Note
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Profit of the year before tax
1,746
6,487
665
5,141
Adjustments:
Financial income – interest income
14
( 101 )
( 74 )
( 32 )
( 17 )
Financial expenses
13
150
140
119
110
Depreciation of property plant and equipment
11
1,049
788
804
670
Depreciation of right-of-use assets
11
1,300
1,161
976
871
Amortisation of intangible assets
11
1,210
622
523
341
Gains and losses from impairment of financial assets less reversals
24. 13
1,018
450
143
681
Gains and losses from sales and value adjustments of non-current tangible and intangible assets
( 23 )
( 99 )
( 23 )
( 9 )
Net carrying value of disposed property plant and equipment
19
12
76
2
-
Operating cash flows before movements in working capital
6,362
9,551
3,177
7,788
Decrease/(increase) in inventories
366
( 221 )
226
( 224 )
Decrease/(increase) of trade and other receivables
( 12,374 )
( 3,095 )
( 3,183 )
( 2,848 )
Increase/(Decrease) of trade and other payables
12,921
1,586
4,854
740
Increases/(Decreases) in contractual liabilities
( 809 )
( 663 )
( 810 )
( 668 )
Increases/(decreases) in deferred income
( 97 )
3,629
( 370 )
2,521
Cash from operations
6,369
10,787
3,894
7,309
Corporate income tax paid
( 615 )
( 313 )
( 114 )
( 62 )
Net cash from operating activities
5,754
10,474
3,780
7,247
Investing activities
Interest receipts
102
-
32
-
Purchase of property, plant and equipment
19
( 760 )
( 1,127 )
( 545 )
( 927 )
Purchase of intangible assets
18
( 1,603 )
( 957 )
( 1,881 )
( 752 )
Acquisition of a subsidiary
21.1
( 7,740 )
( 4,523 )
( 11,224 )
( 5,172 )
Investment in shares of the companies with participating interest
22
-
( 134 )
-
( 134 )
Other cash expenditure from investment activities
( 109 )
-
( 109 )
-
Net cash (used in)/from investing activities
( 10,110 )
( 6,741 )
( 13,727 )
( 6,985 )
Financial activities
Dividends paid
( 2,584 )
( 1,290 )
( 2,584 )
( 1,290 )
Interest paid
( 145 )
( 143 )
( 160 )
( 113 )
Repayment of loans and borrowings
25
( 1,466 )
( 1,813 )
( 1,386 )
( 946 )
Cash receipts from loans and loans
25
2,630
617
2,550
-
Repayment of lease liabilities
( 2,789 )
( 1,263 )
( 2,125 )
( 915 )
Net cash (used in)/from financing activities
( 4,354 )
( 3,892 )
( 3,705 )
( 3,264 )
Net increase/(decrease) in cash and cash equivalents
( 8,710 )
( 159 )
( 13,652 )
( 3,002 )
Cash acquired through the acquisition/merger of a subsidiary
36. 36.1
3,233
421
3,233
369
Cash and cash equivalents at the beginning of the year
18,815
18,553
14,212
16,845
Cash and cash equivalents at the end of the year
33
13,339
18,815
3,792
14,212
The corresponding notes on pages 23 to 90 are an integral part of these financial statements.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries 23
1. General
SPAN d.d. (hereinafter: "The Company") is a joint stock company established and registered in the Republic of Croatia . The ultimate controlling parties of the company are Nikola Dujmović, the President of the Management Board and the following members of the Management Board: Marijan Pongrac, Dragan Marković and Saša Kramar.
The amounts in these financial statements are expressed in euros and rounded to the nearest thousand. Foreign parts of the business are involved in accordance with the policies described in note 3. Due to technical limitations related to textual marking of notes in the group's and company's financial statements in accordance with the Single Electronic Format (European single electronic format); ESEF ) the content of certain XBRL tags related to tabularly displayed disclosures is not shown identically to the accompanying financial statements.
The principal activities of the Company and its subsidiaries (the Group) and the nature of the Group's activities are described below.
a. SPAN d.d.
Span d.d., Zagreb. company registration number: 080192242, Company ID: 19680551758. was established under the laws and regulations of the Republic of Croatia as a limited liability company, on 23 March 1993. On 13 December 2019, the General Assembly of the company adopted the Decision on the transforming the company into a joint stock company.
Headquarters: Zagreb. Koturaška cesta 47
Management Board: Nikola Dujmović, President of the Management Board and the following members of the Management Board: Marijan Pongrac, Dragan Marković and Saša Kramar
The Company’s core activities are the following: publishing and printing; manufacture of office machinery and computers; renting of office machinery and equipment, including computers; computing and related activities; business and other management consulting services.
b. Trilix d.o.o.
Company Trilix d.o.o., Zagreb. company registration number: 080621127, Company ID: 23149457295. was established according to the laws and regulations of the Republic of Croatia as a limited liability company, on 8 August 2007.
Headquarters: Zagreb, Ulica grada Vukovara 269F
Management Board: Mladen Amidžić , President of the Management Board and Nikola Dujmović, Member of the Management Board
The company’s core activities are the following: IT security consultancy; business and other management consulting services; and computing and related activities.
c. BONSAI d.o.o.
Bonsai d.o.o., Zagreb. company registration number: 081100130, Company ID: 81255473305, was established according to the laws and regulations of the Republic of Croatia as a limited liability company, on 12 May 2017.
Headquarters: Zagreb. Koturaška cesta 47
Directors of the company: Slaven Mišak, director and Nikola Dujmović, director
The subject of the Company's business is the design of new media (multimedia) and computer and related activities.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries24
1. General (continued)
d. SPAN d.o.o., Ljubljana
Span d.o.o., Ljubljana. company registration number : 359638900, was established under the laws and regulations of the Republic of Slovenia as a limited liability company, on 18 August 2009.
Headquarters: Ljubljana, Verovškova ulica 55A, Republic of Slovenia
Directors of the company: Ivan Rojec, director and Dragan Marković, director
The subject of the Company's business is the design of information systems and the provision of services from the IT solutions segment on the Slovenian market.
e. SPAN IT Ltd., London
SPAN IT Ltd., London, company registration number: 06810505, was established under the laws and regulations of the United Kingdom as a limited liability company, on 5 February 2009.
Company headquarters: London, EC3V 0EH, 6th floor. 52/54 Gracechurch street, United Kingdom
Directors of the company: Marijan Pongrac, director and Dragan Marković, director
The subject of the Company's business is the provision of services in the field of IT solutions on the UK market.
f. SPAN USA, Inc.
SPAN USA, Inc., company registration number: 68-0682850, was incorporated under the laws and regulations of the United States of America as a limited liability company, On 10 October 2012.
Headquarters: Chicago, 1415 W. 22nd Street, Tower Floor, Oakbrook, IL 60523, United States
Directors of the company: Marijan Pongrac, President of the Management Board, Mario Štula, Vice President of the Management Board.
The company's business is to provide IT services and customer support in the United States.
g. Span Azerbaijan LLC, Baku
Span Azerbaijan LLC, company registration number: 1701936521, was established under the laws and regulations of Azerbaijan as a limited liability company, on 15 April 2016.
Headquarters: Baku, House 96E, Nizami, Sabail district, Baku city, AZ1010, Azerbaijan
Director of the company: Eldar Jahangirov, director
The subject of the Company's business is consulting and services in information technologies.
h. Span LLC, Kiev
Span LLC, company registration number: 42424948, was established under the laws and regulations of Ukraine, as a limited liability company, on 30 August 2018.
Headquarters: Kiev, Ukraine
Director of the company: Oleg Avilov Mikolaevich, director
The subject of the Company's business is consulting and services in information technologies.
i. SPAN GmbH, Munich
SPAN GmbH, company registration number: 242618, was established under the laws and regulations of Germany, as a limited liability company, on 31 July 2018.
Company headquarters: Munich, Germany
Directors of the company: Dragan Marković, director and Saša Kramar, director
The subject of the Company's business is consulting and services in information technologies.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries25
General (continued)
j. SPAN Swiss AG in liquidation from 29 November 2023
SPAN Swiss AG in liquidation, company registration number: CHE-229.766.934, was established under the laws and regulations of Switzerland, as a limited liability company, on 18 February 2019.
Company headquarters: Zug. Switzerland
Liquidator of Company: Markus Brulhart
The subject of the Company's business is consulting and services in information technologies
k. Span-IT s.r.l., Chisinau
Span-IT s.r.l., company registration number: 1021600030638. was established under the laws and regulations of Moldova. as a limited liability company, on 19 July 2021.
Headquarters: Chisinau, Moldova
Directors of the company: Saša Kramar, director, Dragan Marković, director and Serghei Smigaliov, director
The subject of the Company's business is consulting in the field of information technologies.
l. EKOBIT d.o.o.
The company EKOBIT d.o.o., Zagreb, company registration number: 080144042, Company ID: 69609657776. was established according to the laws and regulations of the Republic of Croatia as a limited liability company, on 27 November 1992.
Directors of the company: Dragan Marković, President of the Management Board and Mladen Maras, Member of the Management Board
The subject of the Company's business is the development of software solutions and computer and related activities.
m. Span Centar kibernetičke sigurnost d.o.o.
Company Span Centar kibernetičke sigurnosti d.o.o., Zagreb, company registration number: 081452193, Company ID: 88052917618, was established according to the laws and regulations of the Republic of Croatia as a limited liability company, on 21 July 2022.
Headquarters: Zagreb. Koturaška cesta 47
Directors of the company: Mihaela Trbojević, President of the Management Board, Nataša Fucijaš , Member of the Management Board, Nikola Dujmović, Member of the Management Board and Saša Kramar, Member of the Management Board
The subject of the Company's business are computer and related activities.
n. GT Tarkvara OU. Tallinn
Gt Tarkvara OU Company was founded on 4 March 2008
Company headquarters: Tallinn. Parnu mnt 141, Estonia
Directors of the company: Ahti Leppik, Taivo Remmelgas, Saša Kramar
The subject of the Company's business is the sale of computers, computer equipment and software.
o. Span LLC.Tbilisi
Span LLC, Tbilisi, Georgia was founded in September 2023.
Headquarters: Tbilisi, Georgia
Directors of the company: Tahir Alyev
The subject of the Company's business is consulting and services in information technologies.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries26
2. Adoption of new and amended international financial reporting standards ("IFRS") and interpretations
a) First application of new amendments to the existing standards effective for the current reporting period
In the current year. the Company and the Group have implemented a number of amendments to international accounting standards published by the International Accounting Standards Board ("OMRS") and adopted in the European Union ("EU"). which are mandatory for the reporting period beginning on or after 1 January 2023.
Standard
Name
IFRS 17
New STANDARD IFRS 17 "Insurance Contracts" including amendments to IFRS 17 published in June 2020 and December 2021.
Amendments to IAS 1
Publication of accounting policies
Modifications to IAS 8
Definition of accounting estimates
Amendments to IAS 12
Deferred tax relating to assets and liabilities arising from a single transaction
Amendments to IAS 12
International Tax Reform - Pillar 2 Model Rules
Amendments to IAS 1 have had an impact on the financial statements in such a way that only specifics to the Group and the Company are disclosed for relevant accounting policies. while the general part of the accounting policies has no longer been disclosed. The adoption of the other amendments mentioned above did not have any significant impact on the disclosures or amounts reported in these financial statements.
b) Standards and amendments to existing standards issued by IASB and adopted in the European Union but not yet effective
At the date of approval of these financial statements. the Company has not applied the following new and revised international accounting standards issued and adopted by the EU. but are not yet in force:
Standard
Name
Effective Date
Amendments to IFRS 16
Lease liability in leaseback sales transactions
1 January 2024
Amendments to IAS 1
Classification of liabilities as short-term or long- term and long-term liabilities with contractual terms
1 January 2024
The Company and the Group do not expect the adoption of the above Standards to have a significant impact on the Company's financial statements in future periods.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries27
2. Adoption of new and amended standards (continued)
c) New standards and amendments to existing standards issued by IASB but not yet adopted by European Union
Currently. the standards adopted by the EU do not differ significantly from the regulations adopted by the International Accounting Standards Board. except for the following new standards and amendments to existing standards. which have not yet been adopted by the EU on the date of issue of these financial statements:
Standard
Name
Adoption status in the EU
Amendments to IAS 7 and IFRS 7
Financing agreements with suppliers
(Effective date set by the IASB: 1 January 2024)
They have not yet been adopted in the EU.
Amendments to IAS 21
Inability to replace
(Effective date set by the IASB: 1 January 2025)
They have not yet been adopted in the EU.
IFRS 14
Time demarcations (Effective date set by the IASB: 1 January 2016)
The European Commission has decided to postpone the process of adopting this transitional standard until the publication of its final version
Amendments to IFRS 10 and IAS 28
The sale or entry of assets between the investor and its associated entity or joint venture and further amendments (IASB postponed the date of entry into force for an indefinite period of time. with prior application permitted)
Download procedure postponed until completion of the research project on the topic of application of the share method
The Company and the Group do not expect that the adoption of the above Standards will have a significant impact on the financial statements of the Company and the Group in future periods.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries28
3. Significant accounting policies
Accounting principle
The financial statements have been prepared in accordance with IFRS adopted by the European Union (IFRS EU) and therefore the group and the company's financial statements are in accordance with Article 4 of the Financial Regulation. Regulation (EU) on international accounting standards.
The financial statements are prepared on the principle of historical cost, with the exception of the revaluation of certain property, which are presented in revalued amounts. as explained in the accounting policies that follow. The historical cost is based mainly on the fair value of the fee given in exchange for goods or services.
The following is an overview of significant information on the accounting policies adopted for the preparation of these financial statements. These accounting policies are consistently applied for all periods included in these statements.
Changes in currency
As of 1 January 2023, Republic of Croatia entered the Euro zone and Croatian Kuna (HRK) was replaced by new currency Euro (EUR). As a result, the Company / Group has changed its presentation and functional currency for 2023 financial statements to EUR as of that date. Comparative financial information is translated by using the official conversion rate of 7,53450 HRK/EUR.
Going Concern
The Management Board has, at the time of approving the financial statements, a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
Basis for consolidation
The financial statements incorporate the financial statements of the Company and entities controlled by the Company made up to 31 December 2023.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company 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 the Company gains control until the date when the Company ceases to control the subsidiary. Where appropriate, adjustments were made in the subsidiaries’ financial statements in order to align their accounting policies with those of other Group members. The consolidation eliminates in full intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group.
Non-controlling interests in subsidiaries are accounted for separately from the Group’s ownership interest. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. Valuation method is selected separately for each acquisition. Remaining non-controlling interests are initially measured at fair value. After acquisition, the carrying value of non-controlling interests is the amount of shares at initial recognition increased by the share of non-controlling interest in subsequent changes to the equity.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income shall be attributed to the owners of the Company and non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries29
3. Significant accounting policies (continued)
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the date of acquisition, the assets acquired, and the identifiable liabilities assumed are recognised at their fair value on the date of acquisition.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the reassessment finds that the share of the Group in the fair value of the identifiable amount of the acquiree’s net assets exceeds the sum of the consideration transferred, the amount of non-controlling interest, if any, and the fair value of the acquirer’s previously held equity interest in the acquiree, the surplus shall be recognised immediately in profit or loss as a gain from a bargain purchase.
The consideration the Group transfers in a business combination includes a contingent consideration arrangement. The Group shall recognise the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the acquiree. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
Goodwill
Goodwill is not depreciated, but is tested for impairment at least once a year. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro- rata on the basis of the carrying amount of each asset in the unit. Such impairment loss for goodwill will not be reversed in subsequent periods.
The policy used by the Group for calculating goodwill resulting from acquisition of associates is described in note 17.
Revenue Recognition
Revenue is measured based on the consideration to which the Group and Company expect to be entitled according to the customer contract, excluding amounts collected on behalf of third parties. The Group and Company recognise revenue when they transfer control of a licence, product or service to a customer.
The Group and the Company shall report revenue from the following main sources:
sale of licences;
sale of hardware and
sale of service
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries30
3. Significant accounting policies (continued)
Revenue recognition (continued)
Sale of licenses
With reference to the sale of different types of licences, revenue is primarily realised from the sale of Microsoft licences. The Group and Company are primarily responsible for delivering specific characteristics of licences to customers, they are exposed to the potential risk of rejection of licences by the customer and have the discretion to define prices and benefits from licences to the moment of transfer of control.
Licences are prepared for activation for a specific customer and are granted at a particular point in time. The Group and Company determine that the license agreement does not require, and the customer does not reasonably expect, that the Group and Company shall undertake activities that significantly affect the software. Since the licensor shall not undertake activities that significantly affect the intellectual property for which the users have rights and benefits, be they positive or negative activities that do not affect the licensor; and that the activities that might affect the intellectual property do not constitute additional performance actions in the contract, the licences thus represent the right-of-use and the Group, therefore, recognises revenue at a particular point in time. Revenue is recognised when control of the licence has been transferred, that is at the point the licences become available to the customer and the customer has gained the control over a licence. The value of transactions from these contracts have been defined in framework contracts with customers (usually on an annual basis), determined based on price lists, and charged within 30 days. Based on the framework contract, the customers use order requests for purchasing licences to commit to the purchase during the life of the contract.
The Group and Company use a practical exception for disclosing the transaction price allocated to outstanding performance obligations since they have the right to the consideration paid by the customer in the amount equivalent to the value of the performance obligation by the reporting date, thus the Group and Company recognises revenue in the amount that they may invoice. The Group and Company do not expect variable consideration with reference to the relevant contracts.
In case the contract at the same time includes the delivery of licences and provision of advisory services as part of the solutions requested by the customer, advisory services, as well as licences, are considered individual distinct delivery obligations. Transaction price is distinct in contracts per type of licence and advisory service, thus is determined based on an individual sales price of a licence or service.
Sale of hardware
The Group and Company sell hardware directly to customers in line with the contract on the sale of hardware and provision of services or individual contracts on the sale of hardware. Revenue is recognised at the point in time when the control over the equipment has been transferred to the customers, and the sale of equipment is considered a distinct delivery obligation. Transferring control to the customer entails physical ownership and use of hardware by the customer, transfer of all rights to use and risks of use of hardware to the customer, as well as the Group and Company’s right to collect. The process of sale of hardware in most cases meets the condition to transfer control after the goods have been delivered to the customer’s specific location. Transaction prices stipulated in these contracts are usually fixed and are collected after the delivery of the hardware and installation services provided.
Sales of services
Advisory services the Group provides may be divided in two main service groups: services related to contracted projects with customers, and advisory services which refer to customer support based on contracted price lists. Advisory services related to contracted projects (e.g. installation and/or development of different software products for specialised business operations) are recognised as a performance obligation satisfied over time. Revenue is recognised in the financial statements based on the stage of completion of the contract. The management and competent bodies have assessed that the stage of completion determined as the proportion of the expected project duration, i.e. time that has elapsed at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of these performance obligations under IFRS 15. Considering the fact that the projects are related to the time cost of each developer, the time spent on the project reflects the work performed, i.e. delivered. If the services are charged in an amount higher than required considering their stage of completion, the difference is recognised as deferred income.
Support advisory services include hourly based standard services recognised at a certain time of delivery of services based on contracted price lists.
A support advisory service is considered to be a distinct service as it is both regularly supplied by the Group and Company to other customers on a stand-alone basis and is available for customers from other providers in the market. Discounts are not considered as they are only given in rare circumstances and are not material.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries31
3. Significant accounting policies (continued)
Leases
Group and Company as a lessor
The Group and Company assess whether a contract is or contains a lease, at the beginning of the contract. The Group and Company recognise a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which they are the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group and Company recognise 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.
The lease liability is initially measured at the present value of the lease payments that have not been settled at the beginning of the lease term, discounted at the rate implicit in the lease. If this rate cannot be readily determined, the Group and Company use their incremental borrowing rate.
The lease liability is presented as a separate line in the statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets entail the initial measurement of the relevant lease liability, lease payments made at or before the commencement date of the lease, less any lease incentive received for concluding the operating lease and all initial direct costs. These are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
The right-of-use assets are presented as a separate line in the statement of financial position.
The Group and Company apply IAS 36 to determine whether a right-of-use asset is impaired and account for any identified impairment loss as described in the ‘Property and Equipment’ policy.
As a practical solution. IFRS 16 allows the lessee not to separate components that do not relate to the lease and to account for components related to the lease and components that do not relate to the lease as a standalone component. The Group and the Company used this practical solution.
Group as a lessor
Leases in which the Group is the lessor are classified as financial or operating leases.
When the Group is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries32
3. Significant accounting policies (continued)
Foreign currencies
In the financial statements, assets and liabilities of the Group’s foreign operations have been calculated using the exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Potential exchange differences are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (and added to non- controlling interests, if any).
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. Exchange differences arising are recognised in other comprehensible income.
Government grants
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group and Company with no future related costs are recognised in profit or loss in the period in which they become receivable.
Tax credits for investment
Tax reliefs for investment are considered to be reliefs arising from state incentive measures that allow the Company and the Group to reduce the tax liability of corporate tax or other specified taxes in future periods. and are related to the acquisition of certain assets and / or the performance of a particular activity and / or the fullfilment of certain specific conditions prescribed by the relevant regulations for investment incentives by the relevant authorities. Tax credits for investments shall be recognised as deferred tax assets and tax revenue when the necessary conditions are met for this in the amount of relief estimated to be available to the Company and the Group during the period of the incentive measure in question. Deferred tax assets recognised as a result of the tax relief for investments are abolished during the period of the incentive measure. i.e. until the expiry of the relief (if specified), in accordance with the availability of tax liabilities in subsequent years that may be reduced as a result of the use of the relief.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries33
3. Significant accounting policies (continued)
Retirement and termination benefits
Payments made to a defined contribution retirement benefit plan are recognised as expenses once the employees have finished working on the position resulting in their right to contributions. Payments made to state-managed retirement benefit plans are accounted for as payments to defined contribution plans where the Group and Company’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.
Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Employees that purchased 20 or more shares in the first round of the public offering of shares in 2021 entered the Company’s ESOP program. Twenty shares make a single ESOP package, used for calculating the total number of additional shares the employee is entitled to within the ESOP program. Within the three-year period in which the employees maintain one or more ESOP packages (vesting period), the Company will allocate additional 25% shares (additional 5% shares after the first year expires, and 10% after the second and third year expire). Once each of the years expire, employees gain the right to purchase additional shares in the defined percentages.
Fair value of allocated shares is recognised as an expense in the vesting period, and once it expires, the relevant liability is recognised at the share’s market price.
Furthermore, the Company usually rewards its employees for their exceptional performance for the year by making bonus payments in the form of Company shares (own shares). Employees may do with the shares as they see fit. The fair value of the shares is established once the vesting period expires, at the share’s market price.
In line with the Remuneration Policy, the Management Board members’ annual bonus constitutes a variable portion of their remuneration and amounts to a maximum of 40% of their annual salary which is equal to 12 monthly gross salaries, as defined in the contract on their rights and obligations concluded between individual members of the Management Board and the Company. The Company may decide to make annual bonus payments in the form of Company shares, in which case the Company transfers own shares to the member of the Management Board.
Taxation
Current tax
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from the net profit reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The Group and Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Provisions are recognised for matters with uncertain tax charge, when an outflow of funds to the tax authority is highly probable. Provisions are measured by using the best estimate of likely tax values. The estimate is based on the judgement of tax experts within the Company in line with prior experience in such activities and, in certain cases, based on tax advice of independent experts.
Deferred tax
Deferred tax is recognised as the difference between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit and is accounted for using the balance sheet liability method.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or a part of the asset to be recovered.
Deferred tax is measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries34
3. Significant accounting policies (continued)
Property, plant and equipment
Buildings and land used in the supply of goods or services, or for administrative purposes, are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Any revaluation increase arising on the revaluation of buildings is credited to the property’s revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in carrying amount arising on the revaluation of buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the property’s revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is recognised in profit or loss. When selling or retiring items of non-current assets recorded at the revalued amount, every surplus recognised in the revaluation reserve is directly transferred to retained earnings.
Fixed tangible assets under construction and land are not amortised. Equipment is reported at a cost less accumulated depreciation and impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets, other than owned land and non-current tangible assets under construction, over their useful lives, by using the straight-line method, on the following bases:
Buildings
5% p.a.
IT equipment
15-50% p.a.
Office equipment
15-25% p.a.
Estimated useful life, residual value, and depreciation method are reviewed at the end of each reporting period, with impacts of potential changes in estimated accounted for prospectively.
Buildings and equipment are no longer accounted for or recognised after they have been sold or when future economic benefits associated with their use are no longer expected. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses
. Amortisation is recognised on a straight-line basis over their estimated useful lives which are disclosed in note 18. Estimated useful life and depreciation method are reviewed at the end of each reporting period, with impacts of potential changes in estimated accounted for prospectively.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following bases:
Software and other rights
25% p.a.
Separately acquired intangible assets include software and other rights and intangible assets under constructions. 
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries35
3. Significant accounting policies (continued)
Internally developed intangible assets
The amount initially recognised for internally generated intangible assets is the sum of expenditures incurred as of the date when the assets initially met the previously cited recognition criteria. If internally developed intangible assets cannot be recognised, expenditures from development are recognised in profit and loss for the period in which they incurred. After initial recognition, internally developed intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Internally developed intangible assets are sold to third parties once the licence is activated. Internally generated intangible assets consist of software development and intangible assets under construction.
Intangible assets acquired in a business combination
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Derecognition of intangible assets
Intangible assets are derecognised on disposal or when future economic benefits associated with the use or sale of the item are no longer expected. The gain or loss arising on the derecognition of an intangible asset item is determined as the difference between the net sales proceeds and the carrying amount of the item and is recognised in profit or loss for the period of derecognition.
Impairment of buildings and equipment and intangible assets other than goodwill
At each reporting date, the Group and Company review the carrying amounts of their property and equipment, and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of any impairment loss. For assets not generating cash flows independent from other assets, the Group and Company estimate the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with an indefinite useful life are subject to impairment tests on an annual basis and if there is an indication of potential impairment at the end of the reporting period.
Impairment losses are recognised immediately in profit or loss, unless the relevant assets have been recognised in their revalued amount, in which case the impairment loss is treated as a revaluation increase and if the impairment loss exceeds the related revalued amount surplus, impairment losses are recognised in profit and loss.
In the event of a later cancellation of impairment loss. the carrying amount of the asset (the money-generating unit) increases to its revised estimated recoverable amount.
Inventories
Inventories are carried at the lower of the cost and net realisable value. Cost comprises direct materials and, where appropriate, direct labour costs and surplus incurred in bringing the inventories to their present location and condition. Cost is calculated by using the weighted average method.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries36
3. Significant accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are initially measured at fair value, other than the trade receivable with no significant financial component initially measured at transaction cost. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
The regular purchase and sales of financial assets are recognised or derecognised at the trading date. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at amortised cost.
Interest income is expressed in profit or loss and is included in the item "Financial income - interest income" (note 14).
Gains and losses from exchange rate changes in foreign currencies
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. For financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the ‘other gains and losses’ line item.
Impairment of financial assets
The Group and Company always recognise lifetime expected credit losses (ECL) for trade receivables, and contract assets. The expected credit losses on those financial assets are estimated using a provision matrix by reference to past credit loss experience of the Group and Company, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions as at the reporting date, including, where appropriate, the time value of money.
(i) Significant increase in credit risk
When assessing whether the credit risk for the financial instrument significantly increased since the initial recognition, the Group and Company compare the risk of default on the reporting date to the risk of default of the financial instrument on the date of initial recognition. During the assessment, the Group and Company consider both quantitative and qualitative information which are reasonable and available, including the historical experience and forward-looking information, which can be accessed without unnecessary costs or engagements. Forward- looking information considered includes the future prospects of the industries in which the Group and Company’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think- tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Group and Company’s core operations. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:
an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating
a significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations
a ctual or expected significant deterioration in the operating results of the debtor
significant increases in credit risk for other financial instruments of the same debtor; and
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries37
3. Significant accounting policies (continued)
Impairment of financial assets (continued)
Irrespective of the outcome of the above assessment, the Group and Company presume that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group and Company have a reasonable and supportable information that demonstrates otherwise.
Despite the aforementioned, the Group and Company assume that the credit risk for the financial instrument has not significantly increased since the initial recognition if we determine that the financial instrument has a low credit risk at the reporting date. We believe that the financial instrument has a low credit risk if:
(1) the financial instrument has a low risk of default;
(2) the debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and
(3) adverse changes in economic and business conditions in the long term may, but do not necessarily have to, decrease the lessee’s ability to meet their contractual cash flow obligations.
The Group and Company consider a financial asset to have low credit risk when the asset has external credit rating of ‘investment grade’ in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of ‘performing’. ‘Performing’ means that the counterparty has a strong financial position and there is no past due amounts. For financial guarantee contracts, the date on which the Group and Company become a party to irrevocable commitment is considered the date of initial recognition for the purposes of estimating the impairment of a financial instrument. When judging if the credit risk significantly increased since initial recognition of the financial guarantee contract, the Group and Company examine the changes in the risk of a debtor’s default. The Company regularly monitors the efficiency of criteria used to determine whether there has been a significant increase in credit risk and reviews them so that the criteria may identify a significant increase in credit risk before any default occurs.
(ii) Definition of non-performance
The Group and Company consider the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:
when there is a breach of financial covenants by the debtor; or
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group and Company)
Irrespective of the above analysis, the Group and Company consider that default has occurred when a financial asset is more than 90 days past due unless the Group and Company have reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
(iii) Credit-impaired financial assets
Financial assets are credit-impaired when one or more events with an adverse effect on estimated future cash flows and financial assets occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
(a) significant financial difficulties of the borrower or counterparty; or
(b) a breach of contract, such as a default or past-due event (see item II. above);
(c) the lenders for economic or contractual reasons relating to the borrower’s financial difficulty granted the borrower a concession that would not otherwise be considered;
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
(e) the disappearance of an active market for the financial assets concerned due to financial difficulties.
(iv) Write-off policy
The Group and Company write off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group and Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries38
3. Significant accounting policies (continued)
Impairment of financial assets (continued)
(v) Measurement and recognition of expected credit losses
Measurement of expected credit losses is the function of Probability of Default (PD), Loss Given Default (LGD), i.e. size of loss in case of default, and Exposure at Default (EAD). Probability of Default and Loss Given Default is based on historical data adjusted for forward-looking information. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the understanding of the specific future financing needs of the debtors, and other relevant forward-looking information. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group and Company in accordance with the contract and all the cash flows that the Group and Company expect to receive, discounted at the original effective interest rate. For lease receivables, cash flows used to determine expected credit losses correspond to the cash flows used for measuring lease receivables in line with IFRS 16.
For a financial guarantee contract, as the Group and Company are required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Group and Company expect to receive from the holder, the debtor or any other party.
If the Group and Company have measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determine at the current reporting date that the conditions for lifetime ECL are no longer met, the Group and Company measure the loss allowance at an amount equal to 12- month ECL at the current reporting date, except for assets for which the simplified approach was used.
The Group and Company recognise an impairment gain or loss in profit or loss for all trade receivables with a corresponding adjustment to their carrying amount through a loss allowance account.
Termination of recognition of financial assets
The Group and Company derecognise a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit and loss.
Financial liabilities and equity
Instruments of ownership
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company’s own equity instruments.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries39
3. Significant accounting policies (continued)
Impairment of financial assets (continued)
Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method at the end of each reporting period.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for- trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
Termination of recognition of financial liabilities
Where there has been an exchange between the Group and Company and existing creditor with substantially different terms, this transaction is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group and Company account for a substantial change in the terms of an existing liability or a portion thereof as an extinguishment of the original financial liability and recognition of a new financial liability. The terms are considered substantially different if the discounted current value of cash flows, in line with the new terms, including consideration paid, net of fees received and impaired by using the effective interest rate, is at least 10% different from the discounted current value of remaining cash flows of the original financial liability. If the change is not substantial, the difference between: (1) the carrying value before the change; and (2) the current value of cash flows after the change is recognised in profit and loss as a gain or loss from the change in other gains and losses.
Own shares
Own shares are held with the CDCC (Central Depositary and Clearing Company). Own shares are recognised at cost and deducted from equity.
Rewarding employees in the form of shares
The company has an employee reward scheme in the form of granting company shares. Annual bonuses are determined at the end of the year, and based on the defined amount, a provision for expected payout is created. For the amount of the provision, the company recognizes an increase in equity alongside the expense.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries40
4. Critical accounting judgments and key sources of estimation uncertainty
In applying the Group and Company’s accounting policies, which are described in note 3, the Management Board is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Assessing whether the Group and the Company are principal or agent in the sale of licenses
IFRS provides guidance for determining whether an entity is the principal or an agent. The Group and Company act as a principal in a transaction if they obtain control of the specified goods or services before they are transferred to the customer. On the contrary, the Group and Company are an agent if they do not control the specified goods or services before they are transferred to the customer.
Determining that the Group and Company are a principal is based on the assessment of whether the Group and Company obtain control of the goods and services based on the facts and circumstances stipulated in the contracts with customers.
In this assessment, the Group and Company have used the judgement using the main indicators of their business model, business practice, processes, rights and responsibilities that Group and Company have and can be summarized as follows:
Identifying a selling opportunity with a customer;
direct contacts with customers to determine their need and demands as well consultation for determining adequate license program;
sharing opportunity details with license providers;
o revealing customers identity is the standard rule with vendors in the industry,
o industry standard is that licenses cannot be sold to customers without sharing data with the license vendors;
discretion with respect to accept or reject orders from customers;
responsibility related to the sales strategy;
responsibility for ensuring that delivered goods and services are in accordance with the customer demands/infrastructure;
responsibility for ensuring the validity of goods and services;
directing license vendors over which licensing program and product to place and to which customer to place it to;
full discretion over establishing a final price for goods and services;
before license activation, full discretion to change the scope, program, withdraw from the deal as well as to change the supplier and choose another supplier on the market (“non-exclusive rights”);
existing commercial agreement with customer by which the Group and Company are primarily responsible for fulfilling the promise to provide goods and services;
customer cannot prove their right to use goods and services without formal order confirmation to the Group and Company, invoice from the Group and Company and payment confirmation;
discretion to re-direct the use of goods and services in the case if customer breach the contract
Determining whether an entity is the principal or an agent in an arrangement require review of indicators relating to principle/agent status. As stated above, the Group and Company continuously review the relationships and contractual arrangements between the Group and Company and their customers. This includes identifying the specified good and/or services being provided to the customers and the nature of the Group and Company’s promise in the assessment of the agent vs principal status.
Assessing whether the Group and the Company recognize revenue as point in time or over time
The Group and Company determine that the license agreement does not require, and the customer does not reasonably expect, that the Group and Company shall undertake activities that significantly affect the software. Since the licensor shall not undertake activities that significantly affect the intellectual property for which the users have rights and benefits, be they positive or negative activities that do not affect the licensor; and that the activities that might affect the intellectual property do not constitute additional performance actions in the contract, the licences thus represent the right-of-use and the Group, therefore, recognises revenue at a particular point in time.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries41
4. Critical accounting judgments and key sources of estimation uncertainty (continued)
Impairment of trade receivables
Trade receivables are reviewed at each reporting date and their value is impaired based on the assessment of probability that the reported amount will be recovered. Each customer is considered individually based on the expected date of collection of the receivable and the estimated probability to collect amounts due. The management believes that the trade receivables have been recognised in line with their recoverable amount as at the reporting date.
Goodwill Impairment
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Any gain or loss on remeasurement at fair value is included directly in profit or loss. Such impairment loss for goodwill will not be reversed in subsequent periods.
The Group and Company use the smallest cash-generating unit for their goodwill impairment tests. The Group and Company defined every individual subsidiary as the smallest cash-generating unit, having in mind the diversity of sources of income and business models of individual subsidiaries. For goodwill impairment tests, they used the income method based on discounted cash flows.
The discounted cash flow method comprised the assessment of future cash flows for a 5-year period, discounting the relevant cash flows, applying a discount rate reflecting the cash flow risk and time value of money, assessing the residual value and terminal value. In free cash flow projections. the average weighted growth rate (CAGR) for the period 2024-2028 is 42.2%.
The Group and Company test goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
Sensitivity analysis
The Group and Company have conducted a sensitivity analysis for changes in key assumptions used for determining the recoverable amount of each group of cash-generating units to which goodwill has been allocated. The recoverable amount of this cash-generating unit is determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the Management Board covering a five-year period. The impairment test established that there were no indications of goodwill impairment. The sensitivity analysis considered the change in terminal growth of the Group and Company ranging from 0% to 2%. and the WACC range from 13.4% to 15.4%. Sensitivity analysis within the impairment test did not determine an impairment.
Revaluation of property, useful life of plant and equipment
The Company recognises property at fair value based on periodic assessments conducted by an independent appraiser, net of depreciation. The Company regularly monitors the fair value of property and engages an independent appraiser in the event of substantial departures. Regardless of the movements in the fair value of property, the Company conducts an assessment every 3-5 years.
The Group and Company review the estimated useful life of plant and equipment, and intangible assets at the end of each annual reporting period. Plant and equipment are reported at purchase cost less the accumulated value adjustment.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries42
4. Critical accounting judgments and key sources of estimation uncertainty (continued)
Leases – Estimate the incremental to-do rate
The Group and Company are not able to easily determine the lease interest rate, thus they use an incremental borrowing rate for calculating lease liabilities. Incremental borrowing rate is the rate the Group and Company would pay if they, in a similar period and with similar collateral, borrowed funds necessary for purchasing property of similar value as right-of-use assets in a similar economic surrounding. Calculating the incremental borrowing rate requires assessing when such rates are not available or need to be adjusted to reflect the lease terms. The Group and Company use different inputs to calculate the incremental borrowing rate. The interest rate calculated by the Group and Company for contracts represents the lessee’s credit risk, lease period, safety, and economic surrounding. It is determined based on comparable transactions. The data the Company uses for determining the incremental borrowing rate are renewed at least once a year or in case of a significant change in the Group and Company’s credit rating.
Corporate income tax
The Company is liable for income tax under the laws and regulations of the Republic of Croatia. Tax returns are subject to examination by the tax authorities, which have the right to subsequently review business books of the tax payer. There are different possible interpretations of tax laws; therefore, the amounts in the consolidated financial statements may be amended subsequently, based on the decision of tax authorities.
The Company receives investment support in line with the Investment Promotion Act. Support is predominantly used as a tax concession for decreasing the 2015 corporate income tax liability. Based on its current right to a tax concession, the Company recognises deferred tax assets. Since the investment period has not yet ended and the final amount of support granted remains unknown, the Company determined the amount of potential tax concessions that it plans to use in future periods and, accordingly, the amount of deferred tax assets. During this assessment, the Company used the precautionary principle, and the estimated amount of the support was lower than the maximum amount of the support the Company shall realise once the investment period ends in December 2024.
Impact of the war in Ukraine
The war in Ukraine has an impact on the company's and group's business in 2023, but Span LLC Ukraine continues to operate neatly.
Climate change impact
Climate change did not affect the operations of the Company and the Group in 2023 or its financial performance.
The company and the Group see the contribution to the fight against climate change in the development of energy- efficient products and services, as well as in reducing greenhouse gas emissions through the procurement of green energy, along with changing their own habits.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries43
5. Revenue from contracts with customers
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Sales of software licenses
90,750
61,111
57,646
49,428
Sales of goods and services – foreign
32,284
32,973
29,820
31,541
Sales of goods and services – domestic
11,405
9,930
5,462
4,270
Sales of hardware
8,398
6,156
6,622
6,045
Total
142,836
110,170
99,550
91,284
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
External revenues per service provided
Services revenue
43,688
42,903
35,282
35,811
Total
43,688
42,903
35,282
35,811
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
External revenues by products sold
Sales of software licenses
90,750
61,111
57,646
49,428
Sales of hardware
8,398
6,156
6,622
6,045
Total
99,147
67,267
64,268
55,473
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
External revenue by timing of revenue
Goods transferred at a point in time
99,147
67,267
64,268
55,473
Services transmitted at a point in time
25,315
31,894
22,530
30,392
Services transferred over time
18,373
11,009
12,751
5,419
Total
142,836
110,170
99,550
91,284
6. Other operating income
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Government grants
53
24
53
23
Other operating income
1,443
4,946
831
432
Total
1,496
4,970
883
456
Other operating income consists mainly of vendor approval revenue and a change in provisioning for credit losses on receivables from customers. In 2022, Microsoft allowed customers in Ukraine to use their products and services free of charge. Given that certain products and services have already been accounted for in 2022, the Group has shown the obtained approvals on Other Operating Revenues (Note 12).
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries44
6.1. Operating segments
Products and services resulting in revenue for reportable segments
The reporting segments of the Group and the Company in accordance with IFRS 8 identified as separate entities include software asset and licensing management, Infrastructure Services, Cloud and Cyber Security, Service Management and Technical Support, and software and business solution development.
Group
Software qsset Management and Licensing
Infrastructure services, Cloud and Cyber Security
Service management and technical support
Software development and business solutions
Other
Eliminations
Consolidated
2023.
2023.
2023.
2023.
2023.
2023.
2023.
‘000
EUR
‘000
EUR
‘000
EUR
'000 EUR
'000 EUR
‘000
EUR
‘000
EUR
Finance
External sales
115,512
14,442
20,171
14,222
1,551
(21,567)
144,331
Total revenues
115,512
14,442
20,171
14,222
1,551
(21,567)
144,331
Result
Segment profit
3,697
2,516
9,600
1,487
(14,957)
(255)
2,089
Financial income
-
-
-
-
656
(161)
495
Other gains and losses
-
-
-
-
(4)
-
(4)
Financial expenses
-
-
-
-
844
(10)
834
Profit before tax
3,697
2,516
9,600
1,487
(15,150)
(404)
1,746
Corporate income tax
-
-
-
-
(500)
-
(500)
Profit for the year
3,697
2,516
9,600
1,487
(15,650)
(404)
1,246
Software Asset Management and Licensing
Infrastructure services, Cloud and Cyber Security
Service management and technical support
Software development and business solutions
Other
Eliminations
Consolidated
2022.
2022.
2022.
2022.
2022.
2022.
2022.
‘000
EUR
‘000
EUR
‘000
EUR
'000 EUR
'000 EUR
‘000
EUR
‘000
EUR
Finance
External sales
83,013
16,769
18,173
11,841
5,143
(19,800)
115,140
Total revenues
83,013
16,769
18,173
11,841
5,143
(19,800)
115,140
Result
Segment profit
2,711
5,805
8,516
2,647
(13,132)
124
6,671
Financial income
-
-
-
-
1,329
(467)
862
Other gains and losses
-
-
-
-
(1)
-
(1)
Financial expenses
-
-
-
-
1,586
(541)
1,045
Profit before tax
2,711
5,805
8,516
2,647
(13,389)
198
6,487
Corporate income tax
-
-
-
-
(223)
-
(223)
Profit for the year
2,711
5,805
8,516
2,647
(13,166)
198
6,710
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries45
6.1. Operating segments (continued)
Products and services resulting in revenue for reportable segments (continued)
Company
Software Asset Management and Licensing
Infrastructure services, Cloud and Cyber Security
Service management and technical support
Software development and business solutions
Other
Consolidated
2023.
2023.
2023.
2023.
2023.
2023.
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
Finance
External sales
64,268
12,677
18,357
4,248
883
100,433
Total revenues
64,268
12,677
18,357
4,248
883
100,433
Result
Segment profit
2,925
2,227
8,718
159
(12,993)
1,036
Financial income
-
-
-
-
449
449
Financial expenses
-
-
-
-
820
820
Profit before tax
2,925
2,227
8,718
159
(13,364)
665
Corporate income tax
-
-
-
-
204
204
Profit for the year
2,925
2,227
8,718
159
(13,568)
461
Software Asset Management and Licensing
Infrastructure services, Cloud and Cyber Security
Service management and technical support
Software development and business solutions
Other
Consolidated
2022.
2022.
2022.
2022.
2022.
2022.
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
‘000
EUR
Finance
External sales
55,473
14,701
16,262
4,848
456
91,740
Total revenues
55,473
14,701
16,262
4,848
456
91,740
Result
Segment profit
2,461
4,904
7,985
1,125
(10,672)
5,803
Financial income
-
-
-
-
753
753
Financial expenses
-
-
-
-
1,416
1,416
Profit before tax
2,461
4,904
7,985
1,125
(11,334)
5,141
Corporate income tax
-
-
-
-
(429)
(429)
Profit for the year
2,461
4,904
7,985
1,125
(10,905)
5,569
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries46
6.1. Operating segments (continued)
Products and services from which reporting segments generate revenue (continued)
Fixed Assets
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Software Asset Management and Licensing
585
358
32
57
Infrastructure services. Cloud and Cyber Security
863
891
493
469
Service management and technical support
545
502
525
488
Software and business solutions development
1,219
1,103
116
92
Other
22,439
15,421
28,848
17,725
Total segment assets
25,651
18,277
30,014
18,830
Total consolidated assets
25,651
18,277
30,014
18,830
Amortisation
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Software Asset Management and Licensing
109
85
28
42
Infrastructure services. Cloud and Cyber Security
373
223
229
214
Service management and technical support
396
360
395
359
Software and business solutions development
349
292
168
156
Other
2,332
1,611
1,484
1,111
3,559
2,572
2,303
1,882
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries47
6.1. Operating segments (continued)
Products and services from which reporting segments generate revenue (continued)
Increase fixed assets
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Software Asset Management and Licensing
222
218
44
53
Infrastructure services. Cloud and Cyber Security
583
572
363
275
Service management and technical support
940
923
624
455
Software and business solutions development
763
749
265
198
Other
4,205
4,127
2,383
1,406
6,713
6,588
3,679
2,387
The accounting policies of the reportable segments are the same as the Group and Company’s accounting policies described in note 3. Segment profit represents the profit earned by each segment before central administration costs including directors’ salaries, other general costs, financial expenses and income, and taxes.
Revenues of the Group and the Company from the main products and services are published in note 5.
Territorial analysis of operations
Territory, in this context, means the location in which the goods and services have been invoiced.
Details on the revenues of the Group and Company from external customers and information on segment assets (non-current assets without financial instruments, deferred tax assets and other financial assets) for each territory are provided below:
Group
Group
Revenue from external customers
Fixed Assets
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Croatia
88,740
78,734
24,696
17,429
Slovenia
23,048
20,890
428
475
Estonia
18,714
-
143
-
Ukraine
8,216
9,836
286
239
Other
5,614
5,680
99
134
144,332
115,140
25,651
18,277
Information about key customers
Revenues from the sale of services include revenues of EUR 9,261 thousand (2022: EUR 11,215 thousand) which arose from sales to the Group and Company’s largest customer.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries48
7. Costs of licenses and hardware sold
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Costs of licenses and hardware sold
90,695
62,280
60,512
52,192
Total
90,695
62,280
60,512
52,192
8. Raw material and supplies
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Cost of small inventory and spare parts
97
339
69
286
Energy
411
332
356
288
Office supplies
96
88
80
73
Other costs
2
1
-
-
Total
607
760
506
647
9. Service costs
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Production and advisory service costs
4,000
4,488
5,106
5,160
Intellectual services
2,031
1,799
1,248
1,315
Leases
833
476
679
406
Maintenance
560
580
513
541
Utility services
454
383
386
321
Representation costs
688
426
583
324
Telecommunications costs
215
214
133
116
Promotion costs
468
398
341
302
Transport costs
156
175
120
164
Costs of other services
1,631
1,280
1,299
1,110
Total
11,037
10,217
10,406
9,757
Service costs contain the cost of fees charged by the independent auditor for the statutory audit of the annual financial statements or annual consolidated financial statements, which for the Group amounts to 73 thousand euros (2022: 46 thousand euros), and for the Company 47 thousand euros (2022: 42 thousand euros).
10. Staff costs
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Net salaries
20,449
16,013
14,242
11,298
Contribution and taxes from salaries
8,605
6,419
6,862
5,295
Contributions and payroll taxes
2,758
2,245
2,251
1,867
Contribution and taxes on salaries
385
1,122
121
852
Total
32,197
25,799
23,476
19,311
The average number of employees in 2023 in the Group was 834 and in the Company 626 (2022: Group 704, Company 538).
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries49
11. Depreciation and amortisation cost
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Depreciation of Property, plant and equipment
1,049
788
804
670
Amortisation of intangible assets
1,210
622
523
341
Amortisation of right-of-use assets
1,300
1,161
976
871
Total
3,559
2,572
2,303
1,882
12. Other expenses
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Membership and similar fees
107
98
85
76
Booking costs. net
30
-
-
-
Insurance costs
370
244
298
215
Bank and payment operation charges
104
105
63
56
Professional training costs
378
343
309
307
Donation and sponsorship costs
181
194
120
132
Other IT costs
3
-
-
-
Other expensess
1,962
5,407
1,297
973
Total
3,135
6,391
2,173
1,759
Microsoft has allowed customers in Ukraine to use its products and services free of charge for the period 1/4/2022 to 31/12/2023. In 2022, revenues for certain products and services were already calculated, and other expenses show the forwarding of the received relief to end-users.
13. Financial expenses
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Foreign exchange losses
684
904
418
872
Interest on bank loans
58
30
49
26
Interest on lease liabilities
92
110
70
84
Other financial expenses
-
-
38
-
Impairment losses from investments in subsidiaries
-
-
245
434
Total
834
1,045
820
1,416
On 31 December 2023, the Company conducted a value adjustment of investments in Span Swiss AG, Switzerland and Span GmbH, Germany. The amount of 434 thousand euros in 2022 refers to impairment of investments in Ukraine.
14. Financial income
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Interest income:
Financial instruments measured at amortised cost
Bank deposits
101
74
32
17
Foreign exchange gains
394
788
293
736
Other financial income
-
-
125
-
Total
495
862
449
753
Other financial income refers to the value adjustment of investments in Span LLC, Ukraine conducted by the Company on 31 / 12/2023.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries50
15. Corporate income tax
The standard corporate income tax rate applicable to reported profits is 18% (2022: 18%) for companies operating in the Republic of Croatia.
Taxation in other jurisdictions is calculated in line with the rates effective in the relevant jurisdictions.
Corporate income tax
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Current tax
(304)
(312)
(34)
(12)
Deferred tax
(196)
535
(170)
440
Total
(500)
223
(204)
429
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Accounting profit before tax
1,746
6,487
665
5,141
Income tax calculated at the rate of 18% in the Republic of Croatia (2022. 18%)
314
1,168
120
925
Effect of non-deductible expenses
195
799
157
453
Effect of tax-exempt revenue
(290)
(1,483)
(243)
(1,367)
Effect of movement of deffered tax liabilities
196
(535)
170
(440)
Effect of different tax rates of subisidiaries operating in other jurisdictions and unrecognised defered tax assets on transferred tax losses
85
(171)
-
-
Tax expense
500
(223)
204
(429)
Effective tax rate
29%
0%
31%
0%
Overview of the movement of Tax losses carried forward:
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
2019 tax loss
7
506
-
-
2020 tax loss
158
549
-
-
2021 tax loss
268
268
-
-
2022 tax loss
117
133
-
-
2023 tax loss
219
-
-
-
Total
769
1,456
-
-
In accordance with the tax legislation, the Tax Administration may, at any time, inspect the books and records of the Company within three years from the end of the year in which the tax liability is reported and may impose additional tax liabilities and penalties.
The company has acquired the status of beneficiaries of incentive measures in accordance with the regulation on investment promotion and has been allowed to exempt corporate income tax twice: in 2015 in the amount of 50% and in 2022 in the amount of 50%.
In 2023 tax audit was performed in the Company. The findings are still under discussion, but Company’s management does not expect a material negative effect of this inspection.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries51
16. Earnings per share
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Earnings
Earnings for the purpose of calculating basic earnings per share being net profit attributable to owners of the Company
1,144
6,638
461
5,569
Earnings for the purpose of calculating diluted earnings per share
1,144
6,638
461
5,569
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Number of shares
Average weighted number of ordinary shares for the purpose of calculating basic earnings per share
1,943,079
1,934,068
1,943,079
1,934,068
Average weighted number of ordinary shares for the purpose of calculating diluted earnings per share
1,943,079
1,943,068
1,943,079
1,934,068
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Number of shares
1,943,079
1,934,068
1,943,079
1,934,068
1,943,079
1,934,068
1,943,079
1,934,068
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Earnings
Net profit attributable to the owners of the parent company's capital
1,144
6,638
461
5,569
Earnings from continuing operations for the purpose of calculating basic earnings per share
0.59
3.43
0.24
2.88
Earnings from continuing operations for the purpose of calculating diluted earnings per share
0.59
3.43
0.24
2.88
The basic earnings per share are calculated in such a way that the profit/loss attributed to the owners of the parent company's capital is divided by the weighted average number of ordinary shares issued during the year, which does not include the average number of ordinary shares purchased by the Group and the Company that they hold as their own shares. Basic earnings per share are equal to diluted since there are currently no options on shares, which would potentially increase the amount of shares issued.
17. Goodwill
Goodwill was created during the acquisition of subsidiaries InfoCumulus d.o.o., Delion d.o.o., Recro-net d.o.o., Ekobit d.o.o., and GT Tarkvara.
The increase in goodwill in the Group in 2023 refers to the initial posting of goodwill GT Tarkvar in the amount of 8,529 thousand euros. In accordance with the requirements of IFRS 3 Business Combination, in the fourth quarter the Company allocated the purchase price for the acquisition of GT Tarkvara and adjusted the initially recognized goodwill to the relevant positions of intangible and tangible assets in the amount of EUR 2,839 thousand (note 36).
The Company and the Group annually conduct goodwill impairment testing. The method used to test the value is explained in more detail in note 3 under Accounting Policies. In 2023, it was found that the carrying amount of goodwill did not exceed its fair value and, thus, goodwill was not impaired.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries52
17.
Goodwill (continued)
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Goodwill Recro.net
1,431
1,431
1,431
1,431
Goodwill InfoCumulus
890
890
890
890
Goodwill Delion
263
263
-
-
Goodwill Ekobit
1,582
1,582
-
-
Goodwill GT Tarkvara
4,739
-
-
-
Total
8,905
4,166
2,321
2,321
Acquisition Cost
Group
Company
As at 1 January 2022
2,584
1,431
Exchange rate differences
1
-
Increase
1,582
890
As at 31 December 2022
4,166
2,321
Exchange rate differences
-
-
Increase
4,739
-
As at 31 December 2023
8,905
2,321
Accumulated impairment losses
As at 31 December 2022
-
-
As at 31 December 2023
-
-
Carrying value
As at 31 December 2022
4,166
2,321
As at 31 December 2023
8,905
2,321
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries53
18. Other intangible assets
Group
Software developm ent
Software and other rights
Intangible assets under constructions
Other intangible assets
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Acquisition Cost
As at 1 January 2022
2.436
919
57
-
3.412
Exchange rate differences
(5)
(2)
-
(1)
(8)
Additions from internal development
1
416
540
-
957
Business combination Ekobit
1,254
43
26
1,621
2,944
Disposals
-
(15)
-
-
(15)
Transfer
586
-
(587)
-
(1)
As at 31 December 2022
4,271
1,362
36
1,620
7,289
As at 1 January 2023
4,271
1,362
36
1,620
7,289
Additions from internal development
4
409
718
-
1,131
Additions
-
-
470
2
471
Business combination Estonia
-
-
-
2,803
2,803
Disposals
(702)
-
-
-
(702)
Transfer
401
128
(529)
-
-
As at 31 December 2023
3,973
1,899
694
4,425
10,992
Amortisation
As at 1 January 2022
1,433
833
-
-
2,266
Exchange rate differences
(3)
(3)
-
-
(6)
Amortisation during the year
463
79
-
81
622
Business combination Ekobit
425
43
-
-
468
Decrease
-
(15)
-
-
(15)
As at 31 December 2022
2,317
938
-
81
3,336
As at 1 January 2023
2,317
938
-
81
3,336
Exchange rate differences
(1)
-
-
-
(1)
Amortisation during the year
586
181
-
444
1,210
Disposals
(702)
-
-
-
(702)
As at 31 December 2023
2,200
1,118
-
525
3,844
Carrying value
As at 31 December 2023
1,773
781
694
3,900
7,149
As at 31 December 2022
1,954
424
36
1,539
3,952
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries54
18. Other intangible assets (continued)
Investment in intangible assets under construction refers to internally generated intangible assets resulting from the continuation of software development available for resale/use. Other intangible assets are mostly related to the investment in business premises leased by the Company.
19. Property, plant and equipment
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Carrying value
Buildings
2,365
2,629
2,365
2,629
Land
1,732
1,732
1,732
1,732
Computer equipment
736
825
672
727
Other equipment
770
633
492
435
Assets under construction
4
-
1
-
Total
5,607
5,818
5,261
5,522
The company's building facilities are mortgaged as a mortgage to secure the loans received.
Company
Software development
Software and other rights
Intangible assets under constructions
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Acquisition Cost
As at 1 January 2022
2,073
518
57
2,647
Exchange rate differences
(4)
(1)
-
(5)
Additions from internal development
-
344
408
752
Decrease
-
(15)
-
(15)
Transfer
465
-
(465)
-
As at 31 December 2022
2,534
846
-
3,380
Additions from internal development
-
406
1,005
1,412
Increase
-
-
470
470
Decrease
(702)
-
-
(702)
Transfer
457
128
(585)
-
As at 31 December 2023
2,289
1,380
890
4,559
Amortisation
As at 1 January 2022
1,155
468
-
1,623
Exchange rate differences
(2)
(1)
(3)
Amortisation during the year
280
61
-
341
Disposals
-
-
-
-
Write-off
-
-
-
-
Decrease
-
(15)
-
(15)
As at 31 December 2022
1,432
513
-
1,946
Amortisation during the year
366
156
-
523
Disposals
(702)
-
-
(702)
As at 31 December 2023
1,096
670
-
1,766
Carrying value
As at 31 December 2023
1,192
711
890
2,793
As at 31 December 2022
1,102
333
-
1,434
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries55
19. Property, plant and equipment (continued)
Group
Buildings
Land
Computer equipment
Other equipment
Assets under constructi on
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
' 000 EUR
Cost or valuation
As at 1 January 2022
4,101
1,735
2,277
1,383
-
9,497
Increase
-
-
687
441
-
1,127
Exchange rate differences
(8)
(3)
(4)
12
-
(4)
Disposals
-
-
(122)
(143)
-
(265)
Business combination Ekobit
-
-
282
43
-
325
As at 31 December 2022
4,093
1,732
3,120
1,735
-
10,680
Increase
-
-
345
411
4
760
Exchange rate differences
-
-
-
(23)
-
(23)
Disposals
-
-
(132)
(116)
-
(248)
Business combination Estonia (note 36)
-
-
30
173
-
203
As at 31 December 2023
4,093
1,732
3,353
2,190
4
11,372
Accumulated depreciation and impairment
As at 1 January 2022
1,204
-
1,844
942
-
3,990
Depreciation during the year
263
-
334
190
-
788
Impairment loss
-
-
(1)
(6)
-
(6)
Exchange rate differences
(2)
-
(4)
6
-
-
Disposal
-
-
(120)
(68)
-
(188)
Business combination Ekobit
-
-
241
38
-
279
As at 31 December 2022
1,465
-
2,295
1,102
-
4,862
Depreciation during the year
263
-
431
354
-
1,049
Exchange rate differences
-
-
-
(23)
-
(23)
Disposal
-
-
(131)
(105)
-
(236)
Business combination Estonia (note 36)
-
-
21
92
-
113
As at 31 December 2023
1,728
-
2,617
1,420
-
5,765
Carrying value
As at 31 December 2023
2,365
1,732
736
770
4
5,607
As at 31 December 2022
2,629
1,732
825
633
-
5,818
As at 1 January 2022
2,897
1,735
433
441
-
5,507
Including:
At a cost
-
-
736
770
-
1,506
According to the 2023 valuation
2,365
1,732
-
-
-
4,097
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries56
19. Property, plant and equipment (continued)
Company
Buildings
Land
Computer equipment
Other equipment
Assets under construction
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Cost or valuation
As at 1 January 2022
4,101
1,735
2,160
836
-
8,833
Increase
-
-
601
326
-
927
Exchange rate differences
(8)
(3)
(4)
(2)
-
(17)
Disposals
-
-
(90)
(55)
-
(144)
Infocumulus merger
-
-
3
2
-
5
As at 31 December 2022
4,093
1,732
2,670
1,108
-
9,604
Increase
-
-
305
240
1
545
Disposals
-
-
(53)
(95)
-
(148)
As at 31 December 2023
4,093
1,732
2,922
1,253
1
10,000
Accumulated depreciation and impairment
As at 1 January 2022
1,204
-
1,760
595
-
3,558
Depreciation during the year
263
-
274
132
-
670
Exchange rate differences
(2)
-
(3)
(1)
-
(7)
Disposal
-
-
(90)
(54)
-
(144)
Infocumulus merger
-
-
3
1
-
4
As at 31 December 2022
1,465
-
1,943
673
-
4,081
Depreciation during the year
263
-
359
181
-
804
Disposal
-
-
(53)
(93)
-
(146)
As at 31 December 2023
1,728
-
2,250
761
-
4,739
Carrying value
As at 31 December 2023
2,365
1,732
672
492
1
5,261
As at 31 December 2022
2,629
1,732
727
435
-
5,522
As at 1 January 2022
2,897
1,735
401
241
-
5,274
Including:
At a cost
-
-
672
492
-
1,163
According to the 2023 valuation
2,365
1,732
-
-
-
4,097
Investments in tangible assets of Span Group are largely related to expenses for the acquisition and replacement of worn-out computer and other equipment necessary for the work of employees.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries57
19. Property, plant and equipment(continued)
Measuring the fair value of buildings owned by the Group and the Company
The Group and Company’s buildings are stated at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The fair value measurements have been classified as level 3, in accordance with inputs used in the valuation.
While assessing the value of buildings and freehold land, the independent appraiser disclosed in their report to have used the comparison approach method, having determined for it to be the most adequate method considering the location, land registry, and cadastral status of the property owned by the Company. Inter alia, the comparison approach method considers and assesses the quality of the building and its position at a similar location for a comparable building type.
Details of the Group and Company’s buildings and information about the fair value hierarchy as at the end of the reporting period are as follows:
Level 2
Level 3
Fair value as at 31/12/2023
'000 EUR
'000 EUR
'000 EUR
Land
-
1,732
1,732
Buildings
-
2,365
2,365
Level 2
Level 3
Fair value as at 31/12/2022
'000 EUR
'000 EUR
'000 EUR
Land
-
1,732
1,732
Buildings
-
2,629
2,629
Assets pledged as a security
A portion of the loans received have been secured by the Company’s pledged assets (registered office building) of net carrying value of 2,365 thousand euros (2022: 2,629 thousand euros).
In the event that the lands and buildings of the Group and the Company, are valued at historical cost, their book amounts would be as follows:
As at 31/12/2023
As at 31/12/2022
'000 EUR
'000 EUR
Land
765
765
Buildings
1,044
1,160
1,809
1,925
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries58
19.1. Subsidiaries
The following table shows information about subsidiaries on 31/12/2023:
Company
Country of incorporation
Ownership
Voting rights
Trilix d.o.o., Zagreb
Croatia
60%
60%
Span d.o.o., Ljubljana
Slovenia
100%
100%
Span IT Ltd., London
Uk
100%
100%
Span USA Inc., Chicago
United States of America
100%
100%
Span Azerbaijan LLC, Baku
Azerbaijan
100%
100%
Bonsai d.o.o., Zagreb
Croatia
70%
70%
Span GmbH, Munich
Germany
100%
100%
Span LLC, Kiev
Ukraine
100%
100%
SPAN SWISS AG, Zug
Switzerland
100%
100%
Span-IT s.r.l., Chisinau
Moldova
100%
100%
Ekobit d.o.o., Zagreb
Croatia
82%
100%
Span Center cybersecurity d.o.o., Zagreb
Croatia
100%
100%
GT Tarkvara, Tallinn
Estonia
100%
100%
SPAN LLC, Tbilisi
Georgia
100%
100%
Subsidiaries are all of the companies in which the Group controls financial and business policies, which generally entails more than half of the voting rights. Subsidiaries are completely consolidated as of the date the control is transferred to the Company and excluded from consolidation as of the date the control ceases.
The Company owns 82.13% of Ekobit d.o.o. and the remaining shares are own shares of the company Ekobit d.o.o. Since own shares do not carry voting rights, the Company has 100% voting rights. The Company has 100% control over the company Ekobit d.o.o.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries59
19.2. Transactions with related parties
Related parties are companies in which the Company has ownership of business shares. i.e. companies that are part of the Group, and associated ownership and associated companies. All related party transactions are based on normal business and market conditions. The balances sheets of receivables and liabilities between the Company and its related parties at the date of the statement of financial position are as follows:
Loans and receivables
Liabilities
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Span d.o.o., Slovenia
285
274
56
28
Trilix d.o.o., Croatia
4
-
4
-
Span USA Inc., SAD
97
95
-
-
Span LLC, Ukraine
2
-
17
32
Span Swiss AG, Switzerland
38
-
-
-
Span Azerbaijan LLC, Azerbajdžan
14
36
12
3
Bonsai d.o.o., Croatia
5
-
75
42
Span IT Ltd., UK
-
-
1
2
Ekobit d.o.o., Croatia
-
-
57
40
Span CKS d.o.o., Croatia
13
9
1
-
Fintech digital services d.o.o., Croatia
-
2
-
-
Span LLC, Georgia
1
-
-
-
Total
460
417
221
148
Transactions reported in the statement of comprehensive income for 2023 and 2022 were as follows:
Revenue
Expenses
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Span d.o.o.
Slovenia
16,456
15,746
717
687
Span USA Inc. SAD
812
1,316
-
4
Trilix d.o.o. Croatia
16
17
34
-
Bonsai d.o.o. Croatia
55
30
1,957
1,189
InfoCumulus d.o.o. Croatia
-
3
-
49
Span LLC, Ukraine
2
2
50
159
Span Swiss AG, Switzerland
-
-
-
-
Span Azerbaijan LLC,
Azerbajdžan
43
64
50
32
Span IT Ltd., UK
-
-
17
16
Ekobit d.o.o., Croatia
-
-
820
161
Span CKS d.o.o., Croatia
23
6
1
-
Fintech digital services d.o.o. Croatia
1
2
-
-
Span LLC, Georgia
1
-
-
-
Total
17,409
17,186
3,647
2,298
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries60
19.3. Remuneration of key management personnel
Remuneration of directors, i.e. key management of the Group and Company is provided below. Key management personnel include 5 members (2022: 5).
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Short-term employee benefits
2,390
1,638
2,390
1,638
20. Right-of-use assets
In its first application of IFRS 16, the Group and Company used the following practical exemptions as allowed by the standard: exemptions from recognising lease contracts that as at their commencement date have a lease period of 12 months or short-term leases of low value assets.
The Group and Company have business premises and company vehicles in operating lease. Lease contracts are usually concluded for a period from 3 to 5 years.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Right-of-use assets - Vehicles
704
651
658
544
Right-of-use assets - Business premises
1,089
1,558
651
965
1,792
2,209
1,309
1,509
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries61
20. Right-of-use assets (continued)
Group
Right-of-use assets
Business premises
Vehicles
Total
'000 EUR
'000 EUR
'000 EUR
Acquisition Cost
As at 1 January 2022
1,923
1,599
3,522
Exchange rate differences
(4)
(3)
(7)
Increase
1,020
204
1,223
Decrease
(148)
(201)
(349)
As at 1 January 2023
2,791
1,598
4,390
Increase
541
420
961
Decrease
(310)
(641)
(950)
As at 31 December 2023
3,023
1,378
4,401
Accumulated Depreciation
As at 1 January 2022
512
747
1,260
Exchange rate differences
(1)
(1)
(3)
Depreciation for the year
789
372
1,161
Derecognition
(67)
(171)
(238)
As at 1 January 2023
1,233
947
2,181
Depreciation for the year
999
301
1,300
Decrease
(298)
(574)
(872)
As at 31 December 2023
1,934
674
2,609
Carrying amount
As at 31 December 2023
1,089
704
1,792
As at 31 December 2022
1,558
651
2,209
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries62
20. Right-of-use assets (continued)
Company
Right-of-use assets
Business premises
Vehicle
Total
'000 EUR
'000 EUR
'000 EUR
Acquisition Cost
As at 1 January 2022
1,466
1,417
2,883
Exchange rate differences
(3)
(3)
(6)
Increase
583
120
703
Decrease
(148)
(199)
(347)
As at 1 January 2023
1,898
1,336
3,234
Increase
400
410
810
Decrease
(240)
(465)
(705)
As at 31 December 2023
2,058
1,281
3,339
Accumulated Depreciation
As at 1 January 2022
422
671
1,093
Exchange rate differences
(1)
(1)
(2)
Depreciation during the year
578
293
871
Derecognition
(67)
(171)
(238)
As at 1 January 2023
932
792
1,725
Depreciation during the year
715
262
976
Derecognition
(240)
(431)
(671)
As at 31 December 2023
1,407
623
2,030
Carrying value
As at 31 December 2023
651
658
1,309
As at 31 December 2022
965
544
1,509
Group
Company
Amounts recognized in profit and loss
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Depreciation costs for right-of-use assets
Business premises
999
789
715
578
Vehicles
301
372
262
293
Interest expense on lease liabilities
Business premises
51
63
33
43
Vehicle
40
47
36
41
Expenses related to short-term leases
833
476
679
406
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Fixed payments
Business premises
4,944
1,177
4,944
656
Vehicle
3,498
541
3,498
464
Total
8,442
1,718
8,442
1,120
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries63
20. Right-of-use assets (continued)
Group
Total
Within five years
'000 EUR
'000 EUR
Options to extend expected to be exercised
1,177
1,177
1,177
1,177
Company
Within five years
Total
'000 EUR
'000 EUR
Options to extend expected to be exercised
12,737
12,737
12,737
12,737
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries64
21. Investments in financial assets
Short-term
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Financial assets measured at
amortised cost
Bank deposits
1,376
413
1,041
-
Investment in securities
100
-
-
-
Finance lease receivables
-
-
73
71
Total
1,477
413
1,115
71
Long-term
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Financial assets measured at
amortised cost
Bank deposits
26
26
-
-
Receivables for tender guarantees
52
44
33
33
Receivables for lease guarantees
6
5
-
-
Depositary receipts and convertible notes
127
129
22
22
Finance lease receivables
-
-
57
130
Total
212
204
111
185
The current value of receivables for deposits and guarantees are considered a reasonable assessment of their fair value.
Impairment of financial assets
There has been no change in the estimation techniques or significant assumptions made during the current reporting period in assessing the loss allowance for these financial assets.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries65
21.1. Investments in subsidiaries
Subsidiaries are all companies over which the Company has control over financial and business policies. which includes more than half of the voting rights. During 2023, GT Tarkvara, Estonia was acquired and Span LLC, Georgia, was founded.
The company has 100% control over GT Tarkvara, Estonia and Span LLC, Georgia.
31/12/2023
31/12/2022
Ownership
'000 EUR
'000 EUR
Ekobit d.o.o., Zagreb
82%
4,955
4,955
Span d.o.o., Slovenia
100%
395
395
Span CKS d.o.o., Zagreb
100%
350
199
Span LLC, Ukraine
100%
310
186
Trilix d.o.o., Zagreb
60%
143
143
Span Swiss AG, Switzerland
100%
-
136
Span-IT s.r.l., Moldova
100%
116
116
Span GmbH, Germany
100%
-
60
Bonsai d.o.o., Zagreb
70%
46
46
Span USA Inc., SAD
100%
15
15
GT Tarkvara, Estonia
100%
10,427
-
Span LLC, Georgia
100%
50
-
Total
16,808
6,251
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries66
22. Investments in associate
Ownership share in %
Name of associate
Main activity
Place of establishment and business
31/12/2023
31/12/2022
Fintech Digital Services d.o.o.
Computer and related activities
Zagreb, Republic of Croatia
35
35
Associate name
Place of foundation and business
Investment value
Establishment of an associated company
Share in the result for 2023
Investment value
31/12/2022
31/12/2023
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Fintech Digital Services d.o.o.
Zagreb, Republic of Croatia
266
-
(4)
262
Total
266
-
(4)
262
23. Inventories
Merchandise inventories predominantly refer mainly to hardware purchases for familiar customers and exceptionally this year to licenses for 2024, and for which the invoice was received on 31/12/2023. These licenses were sold on 1/1/2024.
The purchase value of licenses and hardware, which is expressed as an expense for the Group in the current year. amounts to EUR 90,695 thousand (2022: EUR 62,280 thousand), and for the Company it is EUR 60,512 thousand (2022: EUR 52,192 thousand).
At the end of each business year, the Group and Company examine the net realizable value of inventories and adjust the value of inventories older than 1 year.
The cost or the expense of inventories recognised as expenditures amount, for both the Group and the Company amounts to EUR 2 thousand (2022: EUR 3 thousand) and refers to the value adjustment of inventories up to net realisable value. Value adjustment of inventories has been reversed for inventories sold in the amount of EUR 4 thousand (2022: EUR 2 thousand).
The inventories value of EUR 275 thousand (2022: EUR 490 thousand) for the Group and EUR 261 thousand (2022: thousand) for the Company is expected to be realized very quickly, within 12 months the latest.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Trade goods
31
244
18
239
Licenses
244
246
244
246
Total
275
490
261
485
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries67
24. Trade and other receivables
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Domestic trade receivables
21,541
7,364
7,821
3,581
Foreign trade receivables
6,133
7,134
5,526
6,827
Prepaid expenses
1,333
1,273
1,534
1,335
VAT receivables Receivables
199
437
107
95
Replated parties receivables
-
-
422
415
Accrued income
2,584
922
2,147
761
Impairment of trade receivables
(1,040)
(399)
(33)
(314)
Other receivables
416
447
193
133
Total
31,165
17,178
17,718
12,833
The average credit period for the sale of goods for the Group is 50 days and for the Company 46 days (2022: Group 56 days, Company 52 days). Interest is not calculated for outstanding trade receivables.
The Group and Company always measure impairment of trade receivables in the amount equivalent to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s 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 as at the reporting date.
The impairment of trade receivables is mostly related to the value adjustment of receivables in Span d.o.o., Slovenia for Studio Moderna.
Changes in expected credit losses on
trade reeivables
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Opening balance
399
5
314
5
Movement of loss allowance
1,012
450
22
388
Amount recovered during the year
(371)
(4)
(303)
(4)
Amounts written off
-
(52)
-
(75)
Closing balance
1,040
399
33
314
The Group and Company write off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. In addition to the written off trade receivable for Studio Moderna, no written-off trade receivables are subject to enforcement activities.
As the Group and Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group and Company’s different customer segments.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries68
24. Trade and other receivables (continued)
Group
Company
31/12/2023
31/12/2023
'000 €
'000 €
Customer 1
4,772
4,772
Customer 2
3,544
1,714
Customer 3
1,975
1,000
Customer 4
1,714
327
Customer 5
1,000
282
Customer 6
657
239
Customer 7
653
207
Customer 8
632
195
Customer 9
340
178
Customer 10
327
175
Total
15,615
9,091
Total Receivables
27,252
13,348
Share of total receivables (%)
57,30%
68,11%
Group
Company
31/12/2022
31/12/2022
'000 €
'000 €
Customer 1
2,283
2,283
Customer 2
1,273
1,273
Customer 3
1,012
793
Customer 4
1,001
583
Customer 5
886
519
Customer 6
793
439
Customer 7
583
319
Customer 8
519
251
Customer 9
439
229
Customer 10
382
200
Total
9,171
6,890
Total Receivables
14,083
10,408
Share of total receivables (%)
65,12%
66,20%
The following table shows the movement in lifetime ECL that has been recognised for trade receivables in accordance with the simplified approach set out in IFRS.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries69
24. Trade and other receivables (continued)
Group
Customer Receivables - Overdue
31/12/2023
Overdue
< 90
91 - 180
181 - 270
271 - 360
> 360
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Expected credit losses
0.03%
0.98%
3.07%
7.72%
6.83%
45.72%
Estimated total gross carrying amount at default
23,371
2,720
441
75
16
26
26,647
Lifetime ECL
7
27
14
6
1
12
65
26,582
Customer Receivables - Overdue
31/12/2022
Overdue
< 90
91 - 180
181 - 270
271 - 360
> 360
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Expected credit losses
0.04%
0.11%
3.67%
8.99%
34.71%
50.02%
Estimated total gross carrying amount at default
10,445
2,397
622
199
775
61
14,498
Lifetime ECL
4
3
23
18
269
31
346
14,151
Company
Customer Receivables - Overdue
31/12/2023
Overdue
< 90
91 - 180
181 - 270
271 - 360
> 360
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Expected credit losses
0.05%
0.16%
3.33%
6.81%
8.31%
49.95%
Estimated total gross carrying amount at default
11,985
1,499
176
58
11
6
13,736
Lifetime ECL
6
2
6
4
1
3
22
13,713
Customer Receivables - Overdue
31/12/2022
Overdue
< 90
91 - 180
181 - 270
271 - 360
> 360
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Expected credit losses
0.04%
0.10%
2.47%
9.05%
34.12%
50.02%
Estimated total gross carrying amount at default
7,137
2,094
197
195
735
50
10,408
Lifetime ECL
3
2
5
18
251
25
303
10,105
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries70
25. Borrowings
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Borrowings at amortised cost
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Long-term
OTP bank d.d.
33
433
33
433
33
433
33
433
Borrowings at amortised cost
Short-term
OTP bank d.d.
1,404
485
1,404
485
Privredna banka Zagreb bank d.d.
-
18
-
18
Raiffeisenbank Austria d.d.
670
-
670
-
2,073
503
2,073
503
Total
2,107
937
2,107
937
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Balances as at 1 Januar y
937
2,121
937
1,872
New loans
2,630
617
2,550
-
Loan repayments
(1,466)
(1,813)
(1,386)
(945)
Accrued Interest
55
30
47
26
Interest repayment
(49)
(33)
(41)
(28)
FX differences
-
15
-
12
Total
2,107
937
2,107
937
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries71
25. Borrowigs (continued)
Analysis of foreign currency borrowings:
Other main features of the Group and the Company's borrowings are as follows:
(i) The company does not use overdrafts.
(ii) The company has three main bank loans:
(a) A loan of 434 thousand euros (2022: 833 thousand euros), which was contracted on 05/06/2019 with OTP banka d.d. to finance trade and other payables. Repayment commenced on 05/09/2019, and will continue until 05/01/2025. The loan has been secured by promissory notes and bills of exchange issued by the Group companies the Company’s pledged assets (registered office building). A variable, annual interest rate of 1.80% is applied to the loan.
(b) A loan of 1,003 thousand euros, contracted on 09/08/2023 with OTP banka d.d. for a period of 6 months (2022: 0 thousand euros) from the multipurpose framework of 4,400 thousand euros, which is active on the reporting day. The framework is contracted and renewed annually, and its maturity date is 30/09/2024. The loan used is subject to a reference interest rate of EUR 1-month plus an interest margin of 1.10% per annum, variable. The loan is secured by the lienassets of the Company (headquarters building) and promissory notes and bills of exchange by the Group companies.
(c) A loan of 670 thousand euros, which was contracted on 09 /08 /2023. for a period of 12 months (2022: 0 thousand euros) from the multipurpose framework of 3,000 thousand euros contracted with Raiffeisenbank Austria d.d., which is active on the date of reporting. Repayment started on 11/09/2023, and will continue until 09/08/2024. The framework was agreed on 29/07/2019. and is renewed annually, and the maturity date of the framework is 31/07/2024. The loan used shall be subject to a reference interest rate of EUR 3-month plus an interest margin of 1.20% per annum, variable. The loan is secured by a promissory note issued by the company.
As at 31 December 2023, all bank borrowings received are denominated in euro.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries72
26. Deferred tax
The following is an overview of deferred tax liabilities and assets reported by the Group and the Company and their movement during the reporting period.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Deferred tax liability
(581)
(647)
(412)
(438)
Deferred tax assets
1,724
1,661
1,145
1,341
1,143
1,014
733
902
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Deferred tax assets
Amounts refer to temporary differences arising from:
Tax incentives
1,472
1,423
1,140
1,328
Tax losses
248
225
-
-
Inventories
-
1
-
1
Trade receivables
4
4
4
4
Financial assets
-
8
-
8
Right-of-use assets
-
1
-
1
Total deferred tax assets
1,724
1,661
1,145
1,341
Items that may be subject to tax netting with deferred tax liabilities
-
-
-
-
Net deferred tax assets
1,724
1,661
1,145
1,341
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Deferred tax liability
Amounts refer to temporary differences arising from:
Revaluation of building and land
(412)
(438)
(412)
(438)
Acquisition of Ekobit
(169)
(209)
-
-
Total deferred tax liability
(581)
(647)
(412)
(438)
Items that may be subject to netting
-
-
-
-
Net deferred tax liability
(581)
(647)
(412)
(438)
Group
Deferred tax assets
Tax incentives
Tax losses
Inventory
Trade receivables
Right- of-use assets
Financial assets
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
As at 1 January 2022
906
103
1
-
16
-
1,026
Increase/(decrease) of deferred tax assets
517
122
-
3
(15)
8
635
As at 31 December 2022
1,423
225
1
4
1
8
1,661
Increase/(decrease) of deferred tax assets
49
23
(1)
-
(1)
(8)
63
As at 31 December 2023
1,472
248
-
4
-
-
1,724
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries73
26. Deferred tax (continued)
Company
Deferred tax assets
Tax incentives
Inventory
Trade receivables
Right-of- use assets
Financial assets
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
As at 1 January 2022
906
1
-
16
-
923
Increase/(decrease) of deferred tax assets
422
-
3
(15)
8
418
As at 31 December 2022
1,328
1
4
1
8
1,341
Increase/(decrease) of deferred tax assets
(188)
(1)
-
(1)
(8)
(196)
As at 31 December 2023
1,140
-
4
-
-
1,145
Group
Company
Deferred tax liability
Revaluation of building and land
Acquisition of Ekobit
Total
Revaluation of building and land
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
As at 1 January 2022
465
-
465
465
465
Increase/(decrease) deferred tax liability
(26)
209
183
(26)
(26)
As at 31 December 2022
438
209
647
438
438
Increase/(decrease) deferred tax liability
(26)
(40)
(67)
(26)
(26)
As at 31 December 2023
412
169
581
412
412
Deferred tax liability refers to the revaluation of land and buildings owned by the Group and Company, the impact of which was recognised in other comprehensive income.
Deferred tax assets represent the corporate tax amounts that are recoverable based on future deductions of taxable profit and recognised in the statement of financial position. Deferred tax assets are recognised up to the amount of the tax revenues which are likely to be realised. When determining future taxable profit and amount of tax revenues that are likely to be realised in the future, the Group and Company make judgements and estimates based on taxable profit from prior years and expectations of future revenues that are considered reasonable in the current circumstances.
The Group and Company recognised deferred tax assets as temporary tax differences and tax losses carried forward. Temporary tax differences predominantly refer to ECL, valuation allowance for inventories, and temporary differences on account of the application of IFRS 16. All impacts of the change were recognised in profit or loss.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries74
27. Lease liabilities
The Group and the Company are not exposed to substantial liquidity risk in terms of their lease liabilities.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Lease liabilities – long-term
947
1,144
752
765
Lease liabilities - short-term
938
1,146
665
927
Total
1,884
2,289
1,417
1,692
Lease liabilities refer to the lease of business premises and company vehicles recognised in line with the provisions of IFRS 16 Leases.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Maturity overview:
1st year
989
1,225
713
986
2nd year
551
736
401
508
3rd year
242
360
204
233
4th year
158
73
154
44
5th year
42
16
42
6
More than 5 years
-
-
-
-
1,982
2,411
1,514
1,776
Less: unearned interest
(98)
(122)
(97)
(84)
1,884
2,289
1,417
1,692
Analyzed as:
Non-current
947
1,144
752
765
Current
938
1,146
665
927
1,884
2,289
1,417
1,692
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries75
28. Trade and other payables
Trade payables and liabilities accounted for mainly comprise outstanding amounts for purchasing trade goods and current costs. The average credit period for the purchase of goods for the Group is 41 days and for the Company 43 days (2022: Group 40 days, Company 40 days). For most suppliers interest on trade payables is not calculated for the first 180 days from the invoicing date. Afterwards, interest is calculated for open balances by using different interest rates. The Group and Company have financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The Management Board believes that the carrying amount of trade payables approximates their fair value.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Domestic suppliers
6,949
2,921
5,346
2,377
Foreign suppliers
12,692
3,891
4,755
2,979
Replated party payables
-
-
294
143
VAT payable
2,345
676
463
112
Amounts due to employees
1,781
1,514
1,275
1,094
Accrued expense
1,826
1,316
515
577
Taxes and contributions on employee salaries
1,017
858
802
687
Advances received
465
655
209
389
Other liabilities
2,012
2,597
311
748
Total
29,087
14,429
13,971
9,106
The liabilities to the Group's foreign suppliers in 2023 mostly relate to liabilities arising from the acquired Company GT Tarkvara, Estonia in the amount of EUR 3,792 thousand.
29. Capital
The share capital comprises of 1,960,000 shares with a nominal value of EUR 2 per share.
The Group's total capital and reserves decreased by EUR 1,183 thousand. As of 30 June 2023, the Company transferred to the account of the CDCC (Central Depository and Clearing Company) a dividend in the amount of EUR 2,584 thousand, which was paid to shareholders on 3 July 2023.
The share capital of the Company was increased from the amount of 2,601 thousand euros for the amount of 1,319 thousand euros to the amount of 3,920 thousand euros by increasing the individual nominal amount of ordinary shares from the amount of 1.33 euros for the amount of 0.67 euros to the amount of 2.00 euros. in accordance with the Law on the Introduction of the Euro as the Official Currency in the Republic of Croatia.
As at 31/12/2023 The company held 15,673 (2022: 20,029) of its own shares. The company has formed reserves for its own shares amounting to 571 thousand euros (2022: 104 thousand euros).
The company has one type of ordinary shares that are not entitled to a fixed return.
The company has no losses in 2023 and no carried losses from previous years.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries76
29. Capital (continued)
Share capital
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Share capital
3,920
2,601
3,920
2,601
Total
3,920
2,601
3,920
2,601
Profit reserves
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Profit reserves
1,377
1,349
1,259
1,169
Total
1,377
1,349
1,259
1,169
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Opening balance
1,349
1,095
1,169
984
Increase/(decrease)
29
253
91
185
Closing balance
1,377
1,349
1,259
1,169
30. Capital Reserves
Capital reserves as of 31/12/2023 amount to EUR 9,918 thousand, and the result of the decrease compared to 2022 is an increase in the share capital from capital reserves. The increase in the amount of 325 thousand euros was caused by the allocation of shares during 2023 as a difference in the share price on the day of repurchase and on the date of allocation.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Opening balance
10,912
10,496
10,912
10,496
Increase in capital reserves
325
416
325
416
Decrease of capital reserves
(1,319)
-
(1,319)
-
Closing balance
9,918
10,912
9,919
10,912
31. Revaluation reserves
Property revaluation reserves
The reserve from the revaluation of property was formed in 2019 from the revaluation of land and buildings based on the assessment of an independent appraiser, and was increased in 2021 based on a new estimate by an independent appraiser and to 31/12/2022 is amounted to 1,997 thousand euros, and as of 31/12/2023 it is amounted to 1,877 thousand euros.
Revaluation reserves may be realised once the asset is derecognised or gradually by using assets in the amount defined as the difference between depreciation based on the revalued carrying
amount of assets and depreciation based on the original purchase cost. Realised revaluation reserve is transferred to retained earnings.
When selling revalued land or revalued buildings, a portion of the properties revaluation reserve referring to the assets sold is transferred directly to retained earnings. Other comprehensive income items included in the properties revaluation reserve are not subsequently transferred to profit or loss.
The Group and Company decided to realise the revaluation reserve by gradually using assets and in 2023 they realised revaluation reserves in the amount of EUR 120,000.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries77
31. Revaluation reserves (continued)
Group
Company
2023.
2022.
2023.
2022.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Opening balance
1,997
2,118
1,997
2,118
(Decrease)/increase in revaluation of land and buildings
(120)
(120)
(120)
(120)
Closing balance
1,877
1,997
1,877
1,997
32. Non-controlling interests
Below please find an overview of summary information on all subsidiaries of the Company, in which the Company has material non-controlling interests. The summarised financial information below represents amounts before intra- Group eliminations
Non-controlling interest
Group
2023.
2022.
'000 EUR
'000 EUR
Opening balance
217
153
Decrease in non-controlling shares due to share aquistion
-
(8)
Shares in profits of the current year
102
72
Closing balance
320
217
Non-controlling interest
2023.
2022.
'000 EUR
'000 EUR
Non-controlling interest - Trilix d.o.o.
Balance as at 1 January
124
109
Attributed net profit and adjustment
93
15
Balance as at 31 December
217
124
Non-controlling interest - Bonsai d.o.o.
Balance as at 1 January
93
57
Attributed net profit and adjustment
9
36
Balance as at 31 December
102
93
Total
319
217
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries78
32. Non-controlling interests (continued)
31/12/2023
31/12/2022
'000 EUR
'000 EUR
Trilix d.o.o.
Current assets
1.277
715
Fixed Assets
104
36
Current liabilities
(647)
(484)
Non-current liabilities
(36)
-
Equit y attributable to owners of the Company
60%
60%
Non-controlling interests
40%
40%
31/12/2023
31/12/2022
'000 EUR
'000 EUR
Revenues
2,608
(1,409)
Expenses
(2,370)
1,369
Profit for the year
238
(40)
Profit attributable to the owners of the Company
143
(24)
Profits attributable to non-controlling interests
95
(16)
Profit for the year
238
(40)
Total comprehensive profit attributable to the owners of the Company
143
(24)
Total comprehensive profit attributable to owners of non-controlling holdings
95
(16)
Total comprehensive profit of the current year
238
(40)
The amount of equity held by Span d.d. in the company Trilix d.o.o. amounts to 60% or EUR 298,000, the total equity and reserves of Trilix d.o.o. amounts to EUR 497,000, and the profit in the financial year 2023 amounts to EUR 233,000.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries79
32. Non-controlling interests (continued)
31/12/2023
31/12/2022
'000 EUR
'000 EUR
Bonsai d.o.o.
Current assets
848
545
Fixed Assets
277
243
Current liabilities
(689)
(420)
Non-current liabilities
(19)
-
Equit y attributable to owners of the Company
70%
70%
Non-controlling interests
30%
30%
31/12/2023
31/12/2022
'000 EUR
'000 EUR
Revenues
2,530
1,768
Expenses
(2,498)
(1,581)
Profit for the year
31
187
Profit attributable to the owners of the Company
22
131
Profits attributable to non-controlling interests
9
56
Profit for the year
31
187
Total comprehensive profit attributable to the owners of the Company
22
131
Total comprehensive profit attributable to owners of non-controlling holdings
9
56
Total comprehensive profit of the current year
31
187
The amount of equity held by Span d.d. in Bonsai d.o.o. amounts to 70% or 278 thousand euros, the amount of the total equity and reserves of Bonsai d.o.o. is 396 thousand euros, and the profit in the business year 2023 is 31 thousand euros.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries80
33. Notes to the cash flow statement
The carrying amount of these assets is approximately equal to their fair value. Below please find an overview of cash and cash equivalents at the end of the reporting period.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Cash in bank
13,331
18,815
3,790
14,212
Cash in hand
7
-
2
-
Total
13,339
18,815
3,792
14,212
34. Deferred income
Deferred income refers to accruals and deferrals, i.e. income recognised in future periods in which the service is realised. Deferred income predominantly refers to advisory services regarding contracted projects with customers, recognised by reference to the stage of completion of the contract.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Deferred income
4,489
3,374
4,298
3,021
Total
4,489
3,374
4,298
3,021
35. Contractual liabilities
Contractual liabilities predominantly refer to the liabilities for the repurchase of shares from the former owner and to the purchase of business shares in GT Tarkvara, Estonia.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Contractual liabilities – non-current
1,798
683
1,798
683
Contractual liabilities - current
1,899
1,243
1,899
1,243
Total
3,697
1,926
3,697
1,926
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries81
36. Acquisition of a subsidiaries
At the end of March 2023, the company acquired business shares in GT Tarkvara, Estonia.
In accordance with the requirements of IFRS 3 Business Combination, in the fourth quarter the Company allocated the purchase price for the acquisition of GT Tarkvara and adjusted the initially reported goodwill to the relevant positions of intangible and tangible assets in the amount of EUR 2,839 thousand. Intangible assets refer to relationships and contracts with customers.
Carrying value
Fair value adjustment
Identified assets
Fair value
2023.
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Property, plant and equipment
53
37
-
90
Other intangible assets
1
-
2,802
2,803
Investments in financial assets
8
-
-
8
Investments in subsidiaries
1
-
-
1
Inventory
148
-
-
148
Trade and other receivables
456
-
-
456
Cash in bank and petty cash
3,232
-
-
3,232
Lease liabilities
(23)
-
-
(23)
Trade and other payables
(1,028)
-
-
(1,028)
Net assets identified
2,848
37
2,802
5,687
Total
'000 EUR
Consideration paid in cash
10,427
Fair value of net assets identified
5,687
Goodwill
4,740
Total
'000 EUR
Net cash outflow when acquiring control
Consideration paid in cash
10,427
Less: cash gained before acquisition
3,233
7,194
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries82
37. Financial instruments
(a)
Groups and categories of financial instruments and their fair value
Levels of fair value indicators 1 to 3 shall be based on the degree of fair value measurability:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
During 2023, the property fair value measurements were classified as level 3 measurements
(b) Financial risk management objectives
The Group and Company’s finance function supports operations, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group and Company. These include market risk (including currency risk, interest rate risk, and price risk), then credit risk and liquidity risk.
The Group and Company seek to minimise the effects of these risks by using financial instruments to hedge against the relevant exposures. The Company concluded a framework contract on derivative financial instruments for hedging against the interest and currency risk, as well as other risks that incur or may incur due to changes in prices, values etc.
(c) Market risk
The Group and the Company are primarily exposed to the financial risk of currency exchange rate changes in their business (see below). During 2023, the Company contracted FX forward transactions to manage the exchange rate risk of USD and GBP currencies.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries83
37. Financial instruments (continued)
(c) (i) Currency risk management
The Group and Company undertake transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company concluded a contract on derivative financial instruments for hedging against the currency risk. The table below details the carrying amounts of the Group and Company’s foreign-currency denominated monetary assets and liabilities at the reporting date.
Group
31 December 2023
USD
GBP
CAD
AUD
NOK
SEK
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
2,804
1,167
71
51
-
-
Long-term trade receivables
105
-
-
-
-
-
Trade and other payables
(2,933)
(50)
-
-
(23)
(6)
Net balance sheet exposure
(24)
1,117
71
51
(23)
(6)
31 December 2022
EUR
USD
GBP
AUD
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
2,177
4,568
892
57
Borrowings
(918)
-
-
-
Trade and other payables
(6,663)
(755)
(48)
-
Net balance sheet exposure
(5,404)
3,812
844
57
Company
31 December 2023
USD
GBP
CAD
AUD
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
2,766
1,167
71
51
Trade and other payables
(237)
(50)
-
-
Net balance sheet exposure
2,530
1,117
71
51
31 December 2022
EUR
USD
GBP
AUD
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
1,863
4,413
892
57
Borrowings
(918)
-
-
-
Trade and other payables
(6,186)
(121)
(48)
-
Net balance sheet exposure
(5,241)
4,292
844
57
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries84
37. Financial instruments (continued)
(c) (i) Currency risk management (continued)
Currency risk sensitivity analysis
The Group and the Company are primarily exposed to USD risk as a result of the sale of services to customers mainly from the USA and the GBP currency due to sales to customers from the UK. The following table analyses the Group and the Company's vulnerability to an increase and decrease in the euro exchange rate of 1% against relevant foreign currencies. The 1% sensitivity rate is the rate used in internal reports to key managers on currency risk and represents management's assessment of realistically possible currency exchange rate fluctuations. Sensitivity analysis includes only open cash items in foreign currency, and it is converted items adjusted for a change of 1% in year-end currency exchange rates. Sensitivity analysis includes certain receivables (trade and other receivables) and liabilities ((loan liabilities to financial institutions, trade payables, and other contractual liabilities) that are denominated in foreign currency. A positive number indicates an increase in profits and other principal if the value of the euro rises by 1% against the currency in question. In the event of a 1% drop in the value of the euro against the currency concerned, the impact on profit or principal would be the same but opposite, i.e. the amounts in the table would be negative.
The following exchange rates were applied
2023
2022
EUR 1
1.0000
7.5345
USD 1
1.1050
7.0640
GBP 1
0.9260
8.4950
CAD 1
1.4642
5.2178
AUD 1
CHF 1
NOK 1
SEK 1
1.6263
0.9260
11.2405
11.0960
4.8012
7.6516
0.7166
0.6775
Profit or loss
Group
Company
Appreciation
Depreciation
Appreciation
Depreciation
31 December 2023
USD (1% Change)
-
-
25
(25)
GBP (1% change)
11
(11)
11
(11)
CAD (1% change)
1
(1)
1
(1)
AUD (1% change)
1
(1)
1
(1)
CHF (1% change)
-
-
-
-
NOK (1% change)
-
-
-
-
SEK (1% change)
-
-
-
-
31 December 2022
EUR (1% change)
(54)
54
(52)
52
USD (1% Change)
38
(38)
43
(43)
GBP (1% change)
8
(8)
8
(8)
CAD (1% change)
-
-
-
-
AUD (1% change)
1
(1)
1
(1)
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries85
37. Financial instruments (continued)
(c) (ii) Interest rate risk management
The Group and the Company are exposed to interest rate risk because they borrow funds at fixed and folating interest rates. The Group and the Company manage the risk by maintaining an appropriate ratio of borrowing with fixed and floating interest. The Group and the Company's exposure to interest rates on financial assets and financial liabilities is described in more detail in the section of this note relating to liquidity risk management.
Interest rate risk sensitivity analysis
The following sensitivity analyses are based on exposure to interest rates on non-derivative instruments at the end of the reporting period. For liabilities related to the floating interest rate, the analysis was made on the assumption that the amount of liabilities stated at the date of the statement of financial position was valid throughout the year. A 1 % increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
In the event that interest rates were 1% higher/lower while other variables were constant:
the Company's profit of the current year ending 31 December 2023 would decrease/increase by EUR 21 thousand (2022: it would decrease/increase by EUR 8 thousand), which is mainly linked to the Company's exposure to variable interest rate borrowing.
Company
Interest rate risk
IN '000 EUR
2023
2022
Variable interest rate instruments
Loans and borrowings
2,100
834
Total
2,100
834
Interest rate increase by 1%
21
8
The Group's profit of the current year ending 31 December 2023 would decrease/increase by EUR 21 thousand (2022: decrease/increase by EUR 8 thousand), which can mainly be linked to the Group's exposure to variable interest rate borrowings.
Group
Interest rate risk
IN '000 EUR
2023
2022
Variable interest rate instruments
Loans and borrowings
2,100
834
Total
2,100
834
Interest rate increase by 1%
21
8
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries86
37. Financial instruments (continued)
(d) Credit risk management
The Group and Company have adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group and Company’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
Before accepting any new customer, a dedicated team responsible for the determination of credit limits uses an external credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer.
In addition, monitoring procedures have been put in place to ensure that the actions necessary to recover overdue debts are taken. The expected credit losses for trade receivables are estimated using a provisioning matrix based on experience with uncollected receivables and an analysis of the debtor's current financial position, aligned with the factors inherent in the debtor, the general economic conditions in their industry. and an assessment of the current and anticipated direction of movement of conditions. Apart from receivables for Studio Moderna, no written- off trade receivables are subject to forced collection. Furthermore, the Group and Company review the recoverable amount of each trade debt and debt investment on an individual basis at the end of the reporting period to ensure that adequate loss allowance is made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group and Company’s credit risk is significantly reduced. Trade receivables refer to many customers from different economic sectors and regions.
Out of the total balance of trade receivables at the end of the year, 4,772 thousand euros (2022: 2,283 thousand euros) refers to the receivable from Buyer 1, the largest buyer of the Group and the Company . Apart from this, the Group and Company do not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Company and Group consider counterparties having similar characteristics related parties.
As at 31 December 2023, the estimated loss allowance for the Group was EUR 1,040 thousand (2022: EUR 399 thousand) and for the Company EUR 33 thousand (2022: EUR 314 thousand) (note 24).
(d) (i) Collection insurance instruments and other credit improvements
Where appropriate, the Company and Group hold collateral to cover their credit risks associated with their financial assets and continuously monitor customers.
d)(ii) Overview of the Group's and The Company's exposures to credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and Company. As at 31 December 2023, , the Group and Company’s maximum exposure to credit risk, without taking into account any collateral held or other credit enhancements, which will cause a financial loss to the Group and Company due to failure to discharge an obligation by the counterparties and financial guarantees provided by the Group arises from the carrying amount of the respective recognised financial assets as stated in the statement of financial position. For trade receivables, the Group and Company have applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. The Group and Company determine the expected credit losses on these items by using a provision matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Thus, the credit risk profile of the relevant assets has been presented based on the past due status in relation to the Group’s provision matrix.
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries87
37. Financial instruments (continued)
d)(ii) Overview of the Group and the Company's exposures to credit risk (continued)
Group
31/12/2023
Note
External credit rating
Internal credit rating
12-month expected credit losses or expected credit losses throughout the lifetime
Gross Carrying value (s)
Loss allowance
Net Carrying Value (s)
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
24
N/a
Expected credit losses throughout the lifetime (simplified approach)
32,559
1,040
31,519
31/12/2022
Note
External credit rating
Internal credit rating
12-month expected credit losses or expected credit losses throughout the lifetime
Gross Carrying value (s)
Loss allowance
Net Carrying Value (s)
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
24
N/a
Expected credit losses throughout the lifetime (simplified approach)
17,658
399
17,259
Company
31/12/2023
Note
External credit rating
Internal credit rating
12-month expected credit losses or expected credit losses throughout the lifetime
Gross Carrying value (s)
Loss allowance
Net Carrying Value (s)
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
24
N/a
Expected credit losses throughout the lifetime (simplified approach)
17,834
33
17,802
31/12/2022
Note
External credit rating
Internal credit rating
12-month expected credit losses or expected credit losses throughout the lifetime
Gross Carrying value (s)
Loss allowance
Net Carrying Value (s)
'000 EUR
'000 EUR
'000 EUR
Trade and other receivables
24
N/a
Expected credit losses throughout the lifetime (simplified approach)
13,182
314
12,869
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries88
37. Financial instruments (continued)
(e) Liquidity risk management
Responsibility for liquidity risk management rests with the management, which has established an appropriate liquidity risk management framework for managing short, medium and long-term funding and liquidity. The Group and Company manage liquidity risk by maintaining adequate reserves and credit lines, continuously comparing the planned and realized cash flow by monitoring the maturity of claims and liabilities. Details on unused credit products available to the Group and Company to additionally decrease liquidity risk are provided below.
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Bank loans with different maturities until 2024, secured by collection instruments, which can be prolonged by mutual agreement:
– amount used
1,667
-
1,667
-
– amount unused
19,633
14,675
18,733
13,306
21,300
14,675
20,400
13,306
The company has at its disposal financing instruments. of which EUR 18,733 thousand was unused at the end of the reporting period (2022: EUR 13,306 thousand).
The Group has financing instruments at its disposal, of which EUR 19,633 thousand was unused at the end of the reporting period (2022: EUR 14,675 thousand). The Group and Company expect to meet their other obligations from operating cash flows and proceeds of maturing financial assets.
(e)(i) Liquidity and interest rate risk tabular analysis
The remaining period until the contract maturity of non-derivative financial liabilities of the Group and Company was analysed in the following tables. The tables have been drawn up based on the undiscounted cash outflows for financial liabilities in line with the earliest date when the Group and Company may demand payment. The tables detail cash flows from principal and interest. Based on expectations at the end of the reporting period, the Group and Company consider that it is more likely than not that no amount will be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses. The contractual maturity is based on the earliest date on which the Group and Company may be required to pay.
Group
Average weighted effective interest rate
0-12 months
1-5 years
After 5 years
Total
Carrying value
31/12/2023
%
'000 EUR
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Liabilities to suppliers and other liabilities
28,930
150
-
29,080
29,080
Liabilities per lease (nominal amount)
4.64%
938
947
-
1,884
1,884
Loans (nominal amount)
4.31%
2,073
33
-
2,107
2,107
Interest on liabilities per lease
49
49
-
98
-
Interest on loans
19
-
-
19
-
31/12/2022
Liabilities to suppliers and other liabilities
14,475
-
-
14,475
14,475
Liabilities per lease (nominal amount)
4.19%
1,146
1,144
-
2,289
2,289
Loans (nominal amount)
1.81%
503
433
-
937
937
Interest on liabilities per lease
84
52
-
136
-
Interest on loans
16
6
-
22
-
Company
Average weighted effective interest rate
0-12 months
1-5 years
After 5 years
Total
Carrying value
31/12/2023
%
'000 EUR
'000 EUR
'000 EUR
000 EUR
'000 EUR
Liabilities to suppliers and other liabilities
13,971
-
-
13,971
13,971
Liabilities per lease (nominal amount)
4.64%
665
752
-
1,417
1,417
Loans (nominal amount)
4.31%
2,073
33
-
2,107
2,107
Interest on liabilities per lease
49
48
-
97
-
Interest on loans
19
-
-
19
-
31/12/2022
Liabilities to suppliers and other liabilities
9,106
-
-
9,106
9,106
Liabilities per lease (nominal amount)
4.34%
927
765
-
1,692
1,692
Loans (nominal amount)
1.81%
504
433
-
937
937
Interest on liabilities per lease
54
31
-
85
-
Interest on loans
16
6
-
22
-
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries89
37. Financial instruments (continued)
(e) (ii) Funding instruments
The Group and the Company use a combination of cash inflows from financial assets and available bank liquidity management instruments.
The table below contains an overview of cash inflows from assets:
Group
0-12 months
1-5 years
After 5 years
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
31 December 2023
Long-term trade receivables
-
1
-
1
Investments in financial assets
1,477
212
-
1,689
Trade and other receivables
31,519
-
-
31,519
31 December 2022
Long-term trade receivables
-
1
-
1
Investments in financial assets
413
204
-
616
Trade and other receivables
17,259
-
-
17,259
Company
0-12 months
1-5 years
After 5 years
Total
'000 EUR
'000 EUR
'000 EUR
'000 EUR
31 December 2023
Long-term trade receivables
-
1
-
1
Investments in financial assets
1,115
111
-
1,226
Trade and other receivables
17,802
-
-
17,802
31 December 2022
Long-term trade receivables
-
1
-
1
Investments in financial assets
71
185
-
256
Trade and other receivables
12,869
-
-
12,869
(f) Capital management risk
The Group and Company manage their capital to ensure they will be able to continue as a going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group and Company consists of net debt (borrowings after deducting cash and bank balances) and equity of the Group and Company (comprising issued capital, reserves, retained earnings and non-controlling interests).
The Group and Company are not subject to any externally imposed capital requirements.
Gearing ratio :
The gearing ratio at the end of the year was as follows:
Capital Management Risk
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
'000 EUR
'000 EUR
'000 EUR
'000 EUR
Debt
(3,991)
(3,226)
(3,524)
(2,628)
Cash and bank balances
14,715
18,815
4,832
14,212
Net debt
10,724
15,589
1,309
11,584
Equity
30,423
31,606
27,082
29,347
Net debt-to-equity ratio
(0.35)
(0.49)
(0.05)
(0.39)
Debt covers non-current and current borrowings and lease liabilities. Equity includes the total equity and reserves all of which the Group and Company manage as equity
Notes to financial statements
For the year ended 31 December 2023
SPAN d.d. and its subsidiaries90
38. Events after the reporting period
In 2024, the Company plans to merge the subsidiaries Ekobit d.o.o. and Bonsai d.o.o. In 2024, the Company signed a sales contract to acquire the remaining 30% of the business stake in Bonsai d.o.o. By acquiring the remaining 30% of the business shares, the Company acquired a 100% stake and announced its intention to merge Bonsai d.o.o. At the same time, the intention of merging the company Ekobit d.o.o., which has been entirely owned by the Company since its acquisition in 2022, was announced.
The purpose of integrating these subsidiaries into Span d.d. is to unify software development and AI solutions. The goal is to achieve a unique presence in the market, within the same company and a unique brand. Along with cloud and cybersecurity, AI is becoming one of the Company's key strategic directions in the coming period.
The target date for the merger to take effect is by the end of the second quarter of 2024, after which Bonsai and Ekobit affiliates will operate within the single Span brand.
38.1 Contingent assets and liabilities
There are no contingent assets and liabilities.
39. Approval of financial statements
The financial statements were approved by the Management Board on 30 April 2024.
The Annual Reports of the Group and Company are available at the website of the company Span d.d.
For SPAN d.d.:
President of the Management Board
Member of the Management Board
Member of the Management Board
Nikola Dujmović
Marijan Pongrac
Dragan Marković
Member of the Management Board
Saša Kramar
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