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"value": "NOTES FORMING PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
MotorK Plc (the \u201cCompany\u201d or the \u201cParent Company\u201d) is a company incorporated in UK with registered office is 5th Floor One
New Change, London, England, EC4M 9AF, listed from November 2021 on Euronext Amsterdam.
The Company and its subsidiaries (the \u201cGroup\u201d or \u201cMotorK Group\u201d) is a leading SaaS provider for the automotive retail industry
in the EMEA region.
The Group offers a cloud-based holistic SaaS platform (named \u201cSparK\u201d) to support the full vehicle lifecycle and the entire
customer journey. SparK can be used to manage the digital presence of a small single showroom dealer as well as support the
sales and marketing functions of a regional network of franchise dealerships for an automotive OEM across EMEA.
As of 31 December 2022, the main shareholders of the Parent Company are Marco Marlia, original founder and CEO of the
Group who hold approximately 13.7% of the share capital, Marco de Michele and Fabio Gurgone both own 13.18%, and 83 North,
who directly holds approximately 20% of the share capital.
These consolidated financial statements as of and for the year ended 31 December 2022 together with the notes thereto have
been prepared in accordance with international accounting standards in conformity with the requirements of the Companies
Act 2006.
On 31 December 2020, the EU-adopted IFRS was brought into UK law and became UK-adopted international accounting
standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board.
2. SUMMARY OF THE ACCOUNTING STANDARD USED
The financial statements have been prepared in accordance with UK-adopted international accounting standards and with
International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively \u201cIFRSs\u201d) as
adopted by the European Union (\u201cAdopted IFRSs\u201d) and with those parts of the Companies Act 2006 applicable to companies
preparing their financial statements under IFRSs. On 31 December 2020, the EU-adopted IFRS was brought into UK law and
became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the
UK Endorsement Board.
2.1 Form and content of the consolidated financial statements
The format of the consolidated financial statement and related classification criteria adopted by the Group (among the options
available under IAS 1 \u2013 Presentation of financial statement) are as follows:
\u2022 the consolidated statement of financial position shows current and non-current assets separately, and current and non-
current liabilities in the same way;
\u2022 the consolidated statement of profit and loss and other comprehensive income shows a classification of costs by nature; and
\u2022 the consolidated statement of cash flow was prepared using the indirect method.
The Company has chosen to prepare a comprehensive income statement that includes, in addition to the result for the period,
other amounts that, in accordance with the international accounting standards, are recognised directly in other comprehensive
income separately from those relating to operations with the Company\u2019s shareholders.
The templates used, as specified above, are those that best represent the Group\u2019s economic, equity and financial situation.
The financial statements are prepared in Euro (which is also the functional currency), rounded to the nearest thousand. They
are prepared on the historical cost basis with the exception of certain items which are measured at fair value as disclosed in the
accounting policies below. The preparation of the financial statements requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
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 current and future periods.
2.2 Subsidiaries of MotorK Plc included in the consolidated financial statements
The consolidated financial statements include the financial statements of the Parent Company, MotorK plc, and its subsidiaries.
Where necessary, specific adjustments were made at the consolidated level to standardise the Group\u2019s financial statements to
the UK adopted IFRS accounting standards.
2. SUMMARY OF THE ACCOUNTING STANDARD USED CONTINUED
Below, we report the list of companies included in consolidated financial statements prepared by the Parent Company,
MotorK Plc, as at 31 December 2022, indicating the share capital held by the Group. MotorK Italia Srl. is directly controlled by
MotorK Plc. All the other subsidiaries are indirectly controlled.
Name
Country of
incorporation and
principal place
of business
Proportion of ownership interest at
2022 2021 2020
MotorK Italia Srl Italy 100% 100% 100%
MotorK Spain Gestiones Comerciales Spain 100% 100% 100%
MotorK Deutschland GmbH Germany 100% 100% 100%
MotorK France Sarl France 100% 100% 100%
For Business Srl Italy 100% 100% 100%
MotorK Israel Ltd Israel 100% 100% \u2013
DealerK Technology Solutions, Unipessoal Lda Portugal 100% 100% \u2013
DriveK Italia S.r.l. Italy 100% 100% \u2013
FusionIT Belgium 100% \u2013 \u2013
FranceProNet SaS France 100% \u2013 \u2013
SFD SaS France 100% \u2013 \u2013
ICO International GmbH Germany 100% \u2013 \u2013
AutoXY SpA Italy 20% \u2013 \u2013
3W Net Sarl
1
France \u2013 \u2013 100%
Fidcar SAS France \u2013 100% \u2013
Liotey Sarl France \u2013 100% \u2013
PDA DAPDA SL Spain \u2013 100% \u2013
DAPDA Media SL Spain \u2013 100% \u2013
DriveK France SAS France \u2013 100% \u2013
DriveK Solution SL Spain \u2013 100% \u2013
1 Merged into MotorK France starting from 1 June 2021.
During the financial year 2022, the consolidation area changed as a result of the following operations:
\u2022 On 1 February 2022, MotorK Group completed the acquisition of FranceProNet SAS and SFD SAS (together, \u201cFranceProNet\u201d),
top-tier French digital agencies specialised in web solutions for the automotive sector. FranceProNet is a trusted partner to
dealers seeking to unlock the full potential of digitalisation, providing them with web design and a highly specialised SEO-first
approach refined over nearly 20 years, while also integrating training, digital marketing and lead generation services.
The integration of such a company in MotorK Group will leverage the technological expertise and extensive local market
knowledge to further reinforce the strategy of the Group.
\u2022 On 31 May 2022, MotorK Group completed the acquisition of FusionIT (also known as \u201cCarflow\u201d) an automotive retail solutions
provider that serves more than 400 car dealers and major automotive OEMs in Belgium, the Netherlands and Luxembourg.
The acquisition of Carflow is consistent with MotorK\u2019s strategy to expand its operations into new markets. MotorK management
believes that the deal will enhance the value for shareholders through the creation of a new commercial hub into the Benelux
region and new attractive revenue cross-sell opportunities.
\u2022 On 28 July 2022, MotorK Group completed the acquisition of ICO International GmbH (also known as \u201cWebmobil24\u201d) a German
software provider of stock management solutions and e-commerce platforms to automotive dealers and OEMs. Over the past
20 years, Webmobil24 has established itself as a key player in the German automotive digital landscape thanks to its innovative
offering which covers the entire spectrum of vehicle inventory management needs, leveraging the expansion of MotorK Group
into the German market. This acquisition marked another decisive step in the development of MotorK\u2019s European footprint.
\u2022 Merger of Fidcar SAS and Liotey Sarl into MotorK France and with accounting and tax effects effective from January 2021
aiming at simply the legal entities structure and organisations in France.
\u2022 Merger of PDA DAPDA SL and DAPDA Media SL into MotorK Spain Gestiones Comerciales with accounting and tax effects
effective from January 2021 aiming at simply the legal entities structure and organisations in Spain.
\u2022 On 15 December 2022, MotorK Group has completed the selling of the DriveK business unit (classified as held for sale in the
Annual Report prepared for the year ended 31 December 2021) to Gedi Gruppo Editoriale S.p.A (the \u201cBuyer\u201d).
2. SUMMARY OF THE ACCOUNTING STANDARD USED CONTINUED
The transaction involved the contribution in-kind of the DriveK business unit (including the equity investments in DriveK France SAS
and DriveK Solution SL) into Auto XY SpA (entity 100% controlled by Gedi Gruppo Editoriale S.p.A. ). The consideration received by
MotorK Group was paid by the Buyer was partially in cash and partially through the transfer of the 20% of shares in AutoXY SpA.
All the companies mentioned above are included in the consolidation financial statements from the date on which control is
transferred to the Group or from the date in which they have been incorporated.
The registered offices of the companies disclosed above is as follows:
MotorK Italia Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Spain Gestioness Comerciales Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain
MotorK Deutschland GmbH Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany
MotorK France Sarl 168, avenue Charles De Gaulle 9220 Neuilly-sur-Seine \u2013 Paris, France
For Business Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
MotorK Israel Ltd 3 Arik Einstein St Herzliya, Israel
DealerK Technology Solutions, Unipessoal Lda Avenida de Rep\u00fablica n50, 10 \u2013 1069 \u2013 211 Lisbon, Portugal
DriveK Italia S.r.l. Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy
FusionIT Mechelsesteenweg 203 box 2, 2018 Antwerp, Belgium
ICO International GmbH Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany
FranceProNet SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France
SFD SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France
AutoXY SpA via Maremonti n. 41\u2013 Lecce, Italy
2.3 Basis for consolidation
The criteria used by the Group to define the consolidation area and the relative consolidation principles are shown below. The
financial statements of foreign companies are translated into euros using the functional currency concept, under which asset
and liability items are translated at the closing rate. With the exception of income and expenses recognised directly in equity,
equity is translated at historical rates. The resulting foreign exchange differences are recognised in other comprehensive
income until disposal of the subsidiary concerned, and are presented as a separate item in equity.
Subsidiaries
The subsidiary companies are those companies that the Group controls. The Group controls a company when it is exposed to the
variability of the company\u2019s results and has the power to influence these results through its power over the company. Generally,
it is assumed that control exists when the Company directly or indirectly holds more than half of the voting rights, taking into
account the potential exercised or converted voting rights.
Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on which control is transferred
to the Group. On the other hand, they are excluded from consolidation starting from the date on which this control is terminated.
Associated companies
Associates are companies over which the Group has significant influence, which is presumed to exist when the investment
represents 20% to 50% of the voting rights.
Investments in associated companies are valued according to the equity method. This evaluation criterion can be described
as follows:
i) the Group\u2019s profits and losses are accounted for from the date in which the significant influence or joint control started and
until the date when it ended; if, as a result of the losses, the company valued using the method in question shows a negative
shareholders\u2019 equity, the carrying amount of the investment is cancelled and any excess attributable to the Group, if the
latter has committed itself to complying with legal or implicit obligations of the subsidiary company, or in any case covering
its losses, is recorded in a specific fund;
ii) unrealised gains and losses generated on transactions between the Parent Company and the subsidiary company valued
using the equity method are eliminated based on the value of the Group\u2019s investment in the subsidiary; unrealised losses are
eliminated, with the exception of cases in which they are representative of impairment.
2. SUMMARY OF THE ACCOUNTING STANDARD USED CONTINUED
Assets held for disposal
Non-current assets or disposal groups whose book value will be recovered mainly through sale rather than through their
continuous use are classified as held for sale and are shown separately from other assets and liabilities in the consolidated
statement of financial position.
Non-current assets or disposal groups classified as held for sale are first recognised in accordance with the specific reference IFRS
applicable to each asset and liability, and subsequently recognised at the lower of the carrying amount and the related fair value,
net of sale costs. Any subsequent losses in value are recognised directly as an adjustment to current assets or disposal groups
classified as held for sale with a balancing entry in the income statement. On the other hand, a reversal is recorded for each
subsequent increase in the fair value of an asset less sales costs, but only up to the amount of the impairment loss previously
recognised. In accordance with the provisions of IFRS 5 (Non-current assets held for sale and discontinued operations),
non-current assets classified as held for sale or part of a group held for sale are not amortised. Financial charges and other
expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognised.
Business combinations
Business combinations are recorded according to the acquisition method.
According to this method:
\u2022 the amount transferred in a business combination is measured at fair value, calculated as the sum of the fair value of the
assets transferred and of the liabilities assumed by the Group on the acquisition date and of the equity instruments issued
in exchange for control of the acquired company. The charges ancillary to the transaction are recorded on the income
statement at the time in which they are incurred;
\u2022 the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an exception is
deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or equity instruments relating to
share-based payments of the acquired company or payments based on shares relating to the Group issued to replace
contracts for the company acquired, and assets (or groups of assets and liabilities) held for sale, which are instead valued
according to their relevant principle;
\u2022 goodwill is calculated as the excess between the sum of the considerations transferred in the business combination, the
value of the net equity pertaining to non-controlling interests and the fair value of any equity investment previously held in
the company acquired compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date.
If the value of the net assets and liabilities acquired at the acquisition date exceeds the sum determined above, the excess
is immediately recognised in the income statement as income deriving from the transaction; and
\u2022 any considerations subject to conditions provided for by the business combination contract are valued at fair value on the
acquisition date and included in the value of the amounts transferred in the business combination for the purpose of
calculating the goodwill.
3. GOING CONCERN
In preparing the financial statements, management has applied going concern assumption based on its assessment of the
Company\u2019s ability to continue as a going concern. In making such assessment, management has considered the strong cash
position of the Group, the expectation of the Company\u2019s future performance and the excellent results in terms of growth of
the year 2022.
Management has prepared a Business Plan covering the period 2023-2027 showing that the company has the resources to cover
its financial need for the foreseeable future. As per the Business Plan, during FY 2023 and 2024 it is forecasted to burn a certain
amount of cash so that cash and cash equivalents at year end 31 December 2024 will land in a positive territory with 2024 showing
a stabilization towards cash flow breakeven. Sensitivity analysis over a potential reduction of recurring revenue of respectively
10% and 20% have been prepared by management, showing that the Group has enough resources to cover its financial need,
even in such conservative scenario, for the foreseeable future.
Doing the going concern assessment management has also considered the potential impacts of the conflict between Russia and
Ukraine, the increase of inflation rate, the increase of commodities prices and of cost of living in the markets where the Group
operates. Such elements have been taken into account and reflected in the aforementioned Business Plan. Due to the nature of
MotorK, key digital suppliers of our customers, management concluded that such elements does not have a significant impact
on going concern assessment.
4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS
APPLICABLE AT A FUTURE DATE
4.1 New standards and amendments effective from January 1, 2022
The following new standards and amendments effective from January 1, 2022, were adopted by the Group for the
preparation of these Consolidated Financial Statements.
In May 2020, the International Accounting Standards Board (IASB) issued amendments to IFRS 3 \u2013 Business combinations
to update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting
requirements for business combinations. There was no effect from the adoption of these amendments.
In May 2020, the IASB issued amendments to IAS 16 \u2013 Property, Plant and Equipment. The amendments prohibit a company
from deducting from the cost of property, plant and equipment amounts received from selling items produced while the
company is preparing the asset for its intended use. Instead, a company should recognise such sales proceeds and the related
cost in the income statement. There was no effect from the adoption of these amendments.
In May 2020, the IASB issued amendments to IAS 37 \u2013 Provisions, Contingent Liabilities and Contingent Assets, which specify
which costs a company includes when assessing whether a contract will be loss-making. There was no effect from the adoption
of these amendments.
In May 2020, the IASB issued Annual Improvements to IFRSs 2018 \u2013 2020 Cycle. The improvements have amended four standards:
i) IFRS 1 \u2013 First-time Adoption of International Financial Reporting Standards in relation to allowing a subsidiary to measure
cumulative translation differences using amounts reported by its parent, ii) IFRS 9 \u2013 Financial Instruments in relation to which fees
an entity includes when applying the \u201810%\u2019 test for derecognition of financial liabilities, iii) IAS 41 \u2013 Agriculture in relation to the
exclusion of taxation cash flows when measuring the fair value of a biological asset, and iv) IFRS 16 \u2013 Leases in relation to an
illustrative example of reimbursement for leasehold improvements. There was no effect from the adoption of these amendments.
4.2 New standards, amendments and interpretations not yet effective
The standards, amendments and interpretations issued by the IASB that will have mandatory application in 2023 or subsequent
years are listed below:
In May 2017, the IASB issued IFRS 17 \u2013 Insurance Contracts, which establishes principles for the recognition,
measurement, presentation and disclosure of insurance contracts issued as well as guidance relating to reinsurance contracts
held and investment contracts with discretionary participation features issued. In June 2020 the IASB issued amendments to
IFRS 17 aimed at helping companies implement IFRS 17 and make it easier for companies to explain their financial
performance.
The new standard and amendments are effective on or after January 1 2023. The Group does not expect any material impact
from the adoption of these amendments.
In February 2021, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting policies which require companies to disclose their material accounting policy information rather than
their significant accounting policies and provide guidance on how to apply the concept of materiality to accounting policy
disclosures. These amendments are effective on or after January 1 2023. The Group does not expect any material impact from
the adoption of these amendments.
In February 2021, the IASB issued amendments to IAS 8 \u2013 Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates which clarify how companies should distinguish changes in accounting policies from changes
in accounting estimates. These amendments are effective on or after January 1 2023. The Group does not expect any material
impact from the adoption of these amendments.
In May 2021, the IASB issued amendments to IAS 12 \u2013 Income Taxes: Deferred Tax related to Assets and Liabilities Arising From
a Single Transaction that clarify how companies account for deferred tax on transactions such as leases and decommissioning
obligations. These amendments are effective on or after January 1, 2023. The Group does not expect any material impact from
the adoption of these amendments.
4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS
APPLICABLE AT A FUTURE DATE
In December 2021, the IASB issued an amendments to IFRS 17 \u2013 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 \u2013
Comparative Information, which provides a transition option relating to comparative information about financial assets
presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting
mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative
information for users of financial statements. The amendment is effective on or after January 1 2023. The Group does not
expect any material impact from the adoption of this amendment.
In September 2022, the IASB issued amendments to IFRS 16 \u2013 Leases: Liability in a sale and leaseback to improve the
requirements for sale and leaseback transactions, which specify the measurement of the liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right-of-use it
retains. These amendments are effective on or after January 1 2024. The Group does not expect any material impact from the
adoption of these amendments.
In October 2022, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Non-current Liabilities with
Covenants, that clarify how conditions with which an entity must comply within 12 months after the reporting period affect the
classification of a liability. These amendments are effective on or after January 1 2024. The Group does not expect any material
impact from the adoption of these amendments.
In January 2020, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Classification of Liabilities as
Current or Non-Current to clarify how to classify debt and other liabilities as current or non-current, and in particular how to
classify liabilities with an uncertain settlement date and liabilities that may be settled by converting to equity. These
amendments are effective on or after January 1, 2024. The Group does not expect any material impact from the adoption
of these amendments.
5. ACCOUNTING POLICIES
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over
their useful economic lives.
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other
contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques
(see section related to critical estimates and judgements below).
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of
intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life Valuation method
Contractual relationships 7/8/10/12/15 years Estimated discounted cash flow
Trademark 5/6 years Relief-from-Royalty method
Internally generated intangible assets (development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
1. it is technically feasible to develop the product for it to be sold;
2. adequate resources are available to complete the development;
3. there is an intention to complete and sell the product;
4. the Group is able to sell the product;
5. sale of the product will generate future economic benefits; and
6. expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed
(three years).
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are
recognised in the consolidated statement of comprehensive income as incurred. Development costs incurred on an existing
assets are capitalized only in case such costs increment the functionality of the asset.
5. ACCOUNTING POLICIES CONTINUED
Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable
assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-
controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity
interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of
contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of
acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated
statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the
fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the
acquisition date.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly
attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items.
Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected
useful economic lives. It is provided at the following rates:
Leasehold improvements \u2013 20% straight-line basis
Fixtures & fittings \u2013 16% straight-line basis
Motor vehicles \u2013 25% straight-line basis
Computer equipment \u2013 20% straight-line basis
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets; and
leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease
payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes: amounts expected to be payable under any residual
value guarantee; the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess
that option; and any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of
termination option being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for: lease payments made at or before commencement of the lease; initial direct costs incurred; and the amount
of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the
lease term.
5. ACCOUNTING POLICIES CONTINUED
Impairment of property, plant and machinery, right of use assets and intangible assets with a finite useful life
At each balance sheet date, the Group assesses the existence of indicators reducing the value of property, plant and machinery,
right of use assets and intangible assets with a finite useful life not fully amortised. If such indicators are found, the recoverable
value of the assets is estimated, with any depreciation with respect to the relative book value being recorded on the income
statement. Recoverable value is defined as the greater of either the fair value, less the disposal costs, or the relative value in use,
understood as the actual value of the future cash flows for that asset. For an asset that does not generate largely independent
cash flows, the value is determined in relation to the cash generating unit (CGU) to which the asset belongs. When calculating
the value in use, the expected future cash flows are discounted using a rate that reflects the current market assessments of the
cost of money in relation to the period of the investment and risks specific to the asset. A reduction in value is recognised in the
income statement when the carrying value of the asset is higher than the recoverable value. If the conditions for a write-down
previously carried out no longer subsist, the carrying amount of the asset is restored through registration on the income
statement, within the limits of the carrying value that the asset in question would have had if the write-down had never been
done and the amortisations had been carried out.
Impairment of non-financial assets with indefinite useful economic lives
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the
financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable
amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the
smallest group of assets to which it belongs for which there are separately identifiable cash flows; its CGUs. Goodwill is
allocated on initial recognition to each of the Group\u2019s CGUs that are expected to benefit from a business combination that
gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is not reversed.
Foreign currency
The Group\u2019s consolidated financial statements are presented in euros, which is also the parent company\u2019s functional currency.
For each entity, the Group determines the functional currency and items included in the financial statements of each entity are
measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign
operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group\u2019s entities at their respective functional currency spot rates
at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of
monetary items that are designated as part of the hedge of the Group\u2019s net investment in a foreign operation. These are
recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.
Tax charges and credits attributable to exchange differences on those monetary items are also recognised in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value is determined.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is
recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). In determining the spot exchange
rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary
asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group
initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are
multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt
of advance consideration.
5. ACCOUNTING POLICIES CONTINUED
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at
the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the
transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign
operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss. Any goodwill
arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities
arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of
exchange at the reporting date.
Financial assets
The Group\u2019s financial assets are classified on the basis of the business model adopted to manage them and the characteristics
of the related cash flows.
a) Financial assets valued at amortised cost
Financial assets that have been verified to meet the following requirements are classified in this category:
(i) the asset is held within a business model whose objective is possession of the asset to collect contractual financial flows; and
(ii) the contractual terms of the asset include cash flows represented solely by payments of principal and interest on the principal
amount to be repaid.
These are receivables from customers, loans other receivables and cash and cash equivalent.
Trade receivables that do not contain a significant financial component are recognised at the price defined for the related
transaction (determined in accordance with the provisions of IFRS 15 \u2013 Revenues from customer contracts).
Other receivables and loans are initially recognised in the financial statements at their fair value increased by any directly
attributable accessory costs to the transactions that generated them. At the time of subsequent measurement, financial assets
were shown at amortised cost, with the exception of loans that do not contain a significant financial component, using the
effective interest rate. The effects of this measurement are recognised as a financial income component.
The Group values receivables by adopting an expected loss impairment model.
For trade receivables the Group adopts a simplified approach which does not require periodic changes to the credit risk to be
reported, but rather an expected credit loss (ECL) calculated on the entire ECL lifetime to be recorded.
In particular, the policy implemented by the Group involves the stratification of receivables, which are broken down by
homogeneous risk categories. Different write-down percentages are applied to these categories, which reflect the likelihood
of them being recovered. These are based on historical percentages and on any forward-looking data, which may impact the
reasonable likelihood of them being recovered. Trade receivables are written down in full if they are not reasonably likely
to be recovered (e.g. overdue past a certain point, bankruptcy and/or start of legal action).
Write-downs carried out in accordance with IFRS 9 are recognised in the consolidated income statement net of any positive
effects related to releases or restorations of value and are represented under operating costs.
b) Financial assets at fair value recognised through the consolidated income statement (FVPL)
Financial assets that are not classified in any of the previous categories (i.e. residual category) are classified in this category.
These are mainly derivative instruments. All derivative financial instruments are measured at fair value.
Derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal
designation and documentation of the hedging relationship, the hedge is expected to be highly effective, its effectiveness can
be reliably measured and it is highly effective throughout the financial reporting periods for which it is designated. If hedge
accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are
recognised immediately within financial expenses.
Assets belonging to this category are recorded at fair value upon initial recognition.
Ancillary costs incurred on recognition of the asset are immediately recognised in the consolidated income statement.
On subsequent measurement, FVPL financial assets are measured at fair value.
5. ACCOUNTING POLICIES CONTINUED
Gains and losses arising from changes in fair value are recognised in the consolidated income statement in the period in which
they are recognised under \u201cGains (losses) from assets measured at fair value\u201d.
Purchases and disposals of financial assets are accounted for at the settlement date.
Financial assets are derecognised when the related contractual rights expire, or when the Group transfers all the risks and
benefits of ownership of the financial asset.
Cash and cash balances
Cash and cash equivalents include cash, bank current accounts, deposits repayable on request and other short-term and highly
liquid financial investments that are readily convertible into cash, or convertible into cash within 90 days of the original
acquisition date, and are subject to a low risk of changes in value.
Financial liabilities
Financial liabilities include financial payables, payables for leases, trade payables, provisions and other payables.
Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable transaction costs and
are subsequently measured at amortised cost using the effective interest rate method. If there is a change in the expected cash
flows, the value of the liabilities is recalculated to reflect this change based on the current value of the new expected cash flows
and the initially determined internal rate of return.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease
payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.
Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course of business.
Trade payables are classified as current liabilities if they are paid within one year of the balance sheet date. Otherwise,
these payables are classified as non-current liabilities.
Trade and other payables are initially recognised at fair value and subsequently measured using the amortised cost method.
Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished,
cancelled or fulfilled.
With reference to the derecognition of a financial liability, new records must be created for its extinction and the recognition of
a new liability if the contractual terms are substantially different. The terms are considerably different if the actualised value of
the financial flow under the new terms, including any fee paid net of the fee received and actualised using the original interest
rate, are at least 10% different from the actualised value of the remaining financial flows of the original financial liability. If the
exchange of debt instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded as
income or losses associated with the extinction. If the exchange or modification are not recognised as extinction, any costs or
fees sustained will adjust the accounting value of the liability and will be amortised over the remaining term of the liability
in question.
Employee benefits liabilities
Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code is a deferred compensation and is based on
the years of service of the employee and on the compensation received during the year of service.
According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the years
of service of the employees and on the taxable remuneration earned by the employee during the service year, i.e., the capital
accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or resignation.
During 2022, there were no special events, such as restructuring plans, reductions or regulations during the reference period.
The current value of the fund is calculated using the Projected Unit Credit Method (present value of future performance). The
obligations related to the staff severance indemnity are assessed annually by a qualified actuary. Costs for current services are
recognised as \u201cPersonnel costs\u201d. The Group determines the financial charges by applying the discount rate used to measure the
defined benefit obligation at the beginning of the annual period to the defined benefit obligation.
5. ACCOUNTING POLICIES CONTINUED
Measurement of the liabilities for employee benefits, which include income from the obligation for defined benefits are
immediately recognised in other comprehensive income.
When the benefits of a plan are changed or when a plan is reduced, the resulting benefit in the benefit that relates to past
service or the gain or loss on the reduction is immediately recognised as \u201cPersonnel costs\u201d.
Share-based payments
The Group provides share-based payment arrangements to certain employees.
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to
the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the
cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting
conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting
conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative
expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over
the remaining vesting period.
Assets held for sale and discontinued operations
The Group classifies assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a
sale transaction rather than through continuing use. Assets and disposal groups classified as held for sale are measured at the
lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the
disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale
classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for
immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant
changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to
sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and
equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities
classified as held for sale are presented separately as current items in the statement of financial position. Discontinued
operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after
tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 24. All other
notes to the financial statements include amounts for continuing operations, unless indicated otherwise.
Revenue from contract with customers
The Group is a software as a service (SaaS) provider for the automotive retail industry empowering car dealers and original
equipment manufacturers (OEMs) to improve their customer experience through a broad suite of fully integrated digital
products and services.
Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
Revenues from cloud-based SaaS platforms
Cloud-based SaaS platforms contracts are long term contracts providing a fixed recurring fee invoiced periodically depending
on the payment cadence agreed in the contract (monthly, quarterly, annually). Following the assessment made by top
management two separate performance obligations were identified in the contracts:
\u2022 The selling of the \u201cright to use IP\u201d to the client for which the performance obligation is satisfied point in time (when access to
the product is granted to the customers).
\u2022 The post-contract customer support related to costs incurred to maintain the platform live for which the revenues are
recorded overtime on the duration of the contracts.
In determining the transaction price, the Group considers the effects of variable consideration, discounts, existence of a
significant financing component, non-cash consideration, and consideration payable to the customer (if any). None of these
elements have a significant impact on the transaction price.
5. ACCOUNTING POLICIES CONTINUED
Revenues from \u201clead generation\u201d services are recognised point in time in the moment in which the leads are generated for our
customers. Such revenue are not related to cloud-based SaaS platforms contracts. The identification of such performance
obligation is not a key judgment.
Digital marketing revenue are recognised point in time in the month where the marketing campaign has been provided
to the customer and therefore the service is rendered. The identification of such performance obligation is not a key judgment.
Other revenue mainly refers to training activities, which is recognised when the training has been delivered and recognised
point in time.
Contract balance
a) Contract assets
A contract asset is initially recognised when the right of the use IP is transferred to the customers point in time. After initial
recognition on a monthly, quarterly or annual basis (depending on the contracts conditions) the amount recognised as contract
assets is reclassified to trade receivables when the invoice is issued. Contract assets are subject to impairment assessment.
Refer to accounting policies on impairment of financial assets.
b) Contract liabilities
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the
Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the
contract (i.e., transfers control of the related goods or services to the customer).
Earnings per share
Basic earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the weighted
average number of ordinary shares outstanding during the year, excluding treasury shares.
Diluted earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the
weighted average number of ordinary shares outstanding during the year, excluding treasury shares. For the purposes of the
calculation of diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming that rights
having potential dilutive effects are exercised by all the grantees of such rights, and the result attributable to the owners of the
parent is adjusted to take into account the effects, if any, net of tax, of the exercise of those rights.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base, except for differences arising on:
\u2022 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting or taxable profit; and
\u2022 investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
\u2022 the same taxable Group company; or
\u2022 different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets
and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities
are expected to be settled or recovered.
6. OPERATING SEGMENTS
Following the selling of the DriveK business completed in December 2022 (and classified as a discontinued operation in the
previous years), the Group has determined that it has one operating and reportable segment based on the information
reviewed by its Board of Directors in making decisions regarding allocation of resources and to assess performance.
Non-current assets, which consist of property, plant and equipment and intangible assets, excluding goodwill, are substantially
located in Italy.
7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group\u2019s consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and
judgements are continually evaluated based on historical experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.
Judgements
In the process of applying the Group\u2019s accounting policies, management has made the following judgements, which have the
most significant effect on the amounts recognised in the consolidated financial statements:
Calculation of Adjusted EBITDA
Due to its nature not strictly inherent to the business performance of the Group, management has identified as exceptional
costs for the definition of Adjusted EBITDA the following elements:
\u2022 external costs related to M&A as one-off transactions and, as a consequence, costs not strictly inherent to the performance
of the business;
\u2022 external costs incurred for one-off projects that will not be repeated in the future;
\u2022 severance indemnity costs paid to employees who left the company and that the Group will not incur in the future
(one-off costs);
\u2022 contingent considerations related to the acquisition made that are automatically forfeited if key employees terminate as
one-off transaction related to M&A acquisition.
\u2022 stock option plan costs as non-cash transactions.
Development costs
The Group capitalizes costs for product development projects. Initial capitalization of costs is based on management\u2019s
judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a
defined milestone according to an established project management model. In determining the amounts to be capitalized,
management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied
and the expected period of benefits. Further disclosure is provided in Note 13.
In making judgment and assumptions we have considered climate-related matters and concluded that such matters have no
material impact on our business and the assumptions impact on the financial statements.
ESTIMATES AND ASSUMPTIONS
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial
statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
Revenue recognition of SaaS platform contracts
Revenues related to the SaaS platform contracts value are split into two separate performance obligations: i) revenue
recognized point in time in the moment in which the access to the platform is granted to the customer and ii) revenue related to
post-contract support activities. The allocation of the contract consideration on the two different performance obligations is
considered by management a critical accounting estimates as it based on available historical data and future assumptions. The
most significant portion of the consideration is allocated to the performance obligation related to the access to the platform.
Revenue related to post-contract support activities are estimated on the basis of historical trends of basic maintenance,
bug-fixing and hosting costs. A different estimation of the allocation of the customer consideration on the two performance
obligations may have an impact in terms of higher or lower revenue to be deferred into the next years and consequently on the
revenue booked during the year 2022.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data from binding sales transactions, conducted at arm\u2019s length, for similar assets or observable market prices less
incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived
7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONTINUED
from the business plan for the next five years and do not include restructuring activities that the Group is not yet committed to or
significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount
is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives
recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a
sensitivity analysis, are disclosed and further explained in Note 13.
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model,
which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate
inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield
and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at
the grant date, the Group uses the Black and Scholes Model. The assumptions and models used for estimating fair value for
share-based payment transactions are disclosed in Note 23.
8. FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT
MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the Group\u2019s objectives,
policies and processes for managing those risks and the methods used to measure them. Further quantitative information in
respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group\u2019s exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous periods:
Capital risk management
The Group defines capital as the total equity of the Group. The Group\u2019s capital is made up of share capital, share premium and
retained earnings totalling \u20ac61.8 million (\u20ac64.4 million as at 31 December 2021).
The Group funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from
operating cash flow and issuance of shareholders\u2019 equity and borrowings. Financial covenants on the loan in place with Illimity
Banks are in place. Such covenants are monitored on a regular basis by management. As at 31 December 2022 financial
covenants are met.
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as a going concern in order
to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group ensures that the
distributions to shareholders do not exceed working capital requirements.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the
credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.
With regard to trade receivables, contract assets, cash and cash equivalent and other receivables the insolvency risk is monitored
centrally by the Group\u2019s finance department, which constantly monitors the Group\u2019s credit exposure, the collections of trade
receivables and the adequacy of bad debt provisions on a monthly basis. Bad debt provision is calculated in accordance with IFRS 9
on the basis of the historical credit loss for each cluster of customers. The historical credit loss calculated by management is then
applied to each cluster to define the bad debt provision accrual.
8. FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT CONTINUED
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The provision rates are based on days past due for groupings of various customer segments with similar loss patterns.
The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future economic
conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement
activity. The Group did not provide detailed information on how the forecast economic conditions have been incorporated
in the determination of ECL because the impact is not significant. In determining the ECL, MotorK has identified the clusters
based on shared credit risk characteristics and days passed due and then an expected loss rates, considered reasonable by
management, has been applied to determine the bad debt provision.
Credit risk from balances with banks and financial institutions is managed by the Group\u2019s treasury department. Counterparty
banks are assessed prior to opening bank accounts and on an ongoing basis to ensure exposure to credit risk is at an acceptable
level. Investments of surplus funds are made only with counterparties with a high level of standing with the aim of minimizing the
concentration of risks and therefore mitigate potential financial loss. Cash and cash equivalents are deposited into ordinary
banks accounts with top rated banks.
The carrying amount of financial assets recorded in the financial statements, net of bad debt provision, represents the Group\u2019s
maximum exposure to credit risk and is similar to the carrying value.
The ageing analysis of trade receivables is shown in the following table:
\u20ac\u2019000 Not overdue
Overdue by
less than 1
month
Overdue by
1-2 month
Overdue by
more than 2
months Total
Gross trade receivables as at 31 December 2021 4,147 925 330 565 5,967
Allowance for doubtful receivables \u2013 \u2013 \u2013 (247) (247)
Trade receivables as at 31 December 2021 4,147 925 330 318 5,720
Gross trade receivables as at 31 December 2022 7,556 1,985 514 1,825 11,880
Allowance for doubtful receivables \u2013 \u2013 \u2013 (533) (533)
Trade receivables as at 31 December 2022 7,556 1,985 514 1,292 11,347
Foreign exchange risk
Exchange rate fluctuation risk is not considered significant. Although the Parent Company is based in UK, the most significant
transactions of the Group are made in Euros, the currency used for the preparation of the consolidated financial statements.
The only subsidiary based outside Europe is MotorK Israel Ltd whose transactions are not material for Group purposes (mainly
intercompany recharges).
Liquidity risk
Liquidity risk typically arises when an entity is having trouble finding sufficient funds to meet its obligations and includes the risk
that the counterparties that have granted loans and/or lines of credit may request repayment. Prudent management of liquidity
risk implies the maintenance of an adequate level of liquidity, short-term securities and the availability of funds obtainable
through an adequate amount of credit lines.
Toward this end, MotorK Group implemented a series of measures and actions which made it possible for the Group to better
manage its financial position, further strengthening its structure and solidity. The finance department periodically monitors
Group financial position, cash flow and cash forecast to optimise resources and manage any temporary liquidity surpluses. The
Board of Directors receive cash flow projections and cash flow analysis on a regular basis. At the end of 2022, these projections
indicated that MotorK Group is expected to have sufficient liquid resources to meet its obligations under all reasonably
expected circumstances.
8. FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT CONTINUED
It is worth mentioning that part of the capital received by the Group following the listing on Euronext Amsterdam was used
to reimburse the financial liabilities in place at the date of the IPO. During 2021, the Group reimburse loans for a total amount of
\u20ac18.2 million. During January 2022, the Group completed the reorganisation of its financial structure repaying the loan in place with
Creval for \u20ac0.5 million and refinancing the loan with Illimity Banks by obtaining fresh liquidity for \u20ac1.8 million with a longer maturity
date and reducing borrowing costs and obtaining a new loan from SACE SIMEST for \u20ac0.3 million. Following such operations, as of
31 December 2022, the financial position is a net cash short and long-term position of \u20ac6.4 million.
The following table provides an analysis of cash disbursements by due date related to financial liabilities, based on contractual
repayment obligations, as at 31 December 2022 and 2021:
\u20ac\u2019000
As at
31 December
2022
Within 1 year 2-5 years Over 5 years Contract value Carrying amount
Financial liabilities 1,046 8,404 \u2013 9,450 8,294
Lease liabilities 1,245 3,194 1,035 5,474 4,637
Trade and other payables 8,391 \u2013 \u2013 8,391 8,391
\u20ac\u2019000
As at
31 December
2021
Within 1 year 2-5 years Over 5 years Contract value Carrying amount
Financial liabilities 1,976 4,499 \u2013 6,475 6,122
Lease liabilities 893 2,042 190 3,125 2,836
Trade and other payables* 5,476 \u2013 \u2013 5,476 5,476
*The prior year disclosure had incorrectly presented \u20ac11,202 thousand which included non-contractual (i.e., statutory taxes)
liabilities. This has been restated in the current year presentation of the comparative. As such the original \u20ac11,202 thousand
should have been corrected to be \u20ac5,476 thousand where the difference of \u20ac 5,726 thousand is the other non-contractual
amounts subsumed within \u201cOther payables including tax and social security payments\u201d and \u201cTax Payable\u201d.
Interest rate risk
As at 31 December 2022, the exposure to interest rate risk is not considered significant taking into account that there is only one
financial loan with variable interest rates in place amounting to \u20ac7.5million. An increase of Euribor of 1% has an impact on the
profit and loss of the Group of roughly \u20ac75,000 not significant for Group purposes.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
\u2022 Trade and other receivables.
\u2022 Cash and cash equivalents.
\u2022 Trade and other payables.
\u2022 Current and non-current financial liabilities.
\u2022 Current and non-current lease liabilities.
On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. (Investments in associated companies) has been
granted a reciprocal put and call option. Relevant disclosure is included in the note 24. Discontinued operations.
Financial assets
The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021:
\u20ac\u2019000 2022 2021
Financial assets at amortised cost
Non-current assets \u2013 security deposit 194 106
Trade receivables 11,347 5,720
Other receivables 59 355
Cash and cash equivalents 19,223 43,257
Trade and other receivables classified as held for sale \u2013 2,238
Total 30,823 51,676
8. FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT CONTINUED
The carrying value of financial assets approximates fair value.
Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables.
Financial liabilities
The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021:
\u20ac\u2019000 2022 2021
Financial liabilities at amortised cost
Trade and other payables* 8,391 5,476
Current financial liabilities 676 1,922
Current lease liabilities 972 790
Trade payables classified as held for sale \u2013 430
Non-current financial liabilities 7,618 4,200
Other non-current liabilities \u2013 \u2013
Non-current lease liabilities 3,665 2,046
Total 21,322 14,864
*The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been
restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value.
Fair value measurement hierarchy
The financial instruments measured at fair value are presented on the basis of the fair value hierarchy, described below:
Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability.
9. REVENUE
Group revenue for the year ended 31 December 2022 amounted to \u20ac38.5 million, up 40% year-on-year (\u20ac 27.6 million as at
31 December 2021).
Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and
Operating Review section for further revenue disaggreagation helpful to understand the performance of the Group.
For the year ended 31 December 2022
\u20ac\u2019000
SaaS
platform
Digital
marketing
Other
revenues Total
Primary geographic market
Italy 16,930 6,673 2,409 26,012
Spain 3,732 537 160 4,429
France 4,674 \u2013 594 5,268
Germany 1,281 \u2013 1 1,282
Benelux 1,541 \u2013 15 1,556
Total 28,158 7,210 3,179 38,547
9. REVENUE CONTINUED For the year ended 31 December 2021 \u20ac\u2019000 SaaS platform Digital marketing Other revenues Total Primary geographic market Italy 11,456 7,382 3,417 22,255 Spain 1,207 216 72 1,495 France 1,767 1 70 1,838 Germany 1,874 75 23 1,972 Total 16,304 7,674 3,582 27,560 Revenues related to SaaS platform contracts amounts to \u20ac28.1 million as at 31 December 2022, compared with \u20ac16.3 million as at 31 December 2021. The increase compared with last year is related both by organic growth 36% year-on-year and by the acquisitions completed during the. Such revenues are mainly related of the following three products: \u2022 \u201cWebSpark\u201d, the web module with high technical and design-standards and 138 functionalities specifically developed for the automotive sector. \u2022 \u201cStockSpark\u201d a stock management module created to manage and import stock (i.e. a set of information data, images) from multiple sources and export it online to maximise visibility for prospective purchasers through the integration of external channels and the CRM module. \u2022 \u201cLeadSpark\u201d, a customisable lead management, CRM and marketing automation system module, specifically developed to help dealerships and car manufacturers. SaaS platform revenues are recognised on the basis of two different performance obligations implied in the agreements: \u2022 point in time at the date of the delivery of the access to the platform for which the costs necessary for the development, use and basic operation of the product have already been incurred; and \u2022 over the time of the agreement in relation to the post-contract support activities. Digital marketing revenues amounting to \u20ac7.2 million as at 31 December 2022, compared with \u20ac7.7 million as at 31 December 2021, are related to services for the dealer in order to acquire enhanced online traffic. Slight reduction compared to the previous year is mainly related to the reduction of marketing campaign of dealers during FY 2022. Other revenues amounting to \u20ac3.2 million as at 31 December 2021, compared with \u20ac3.6 million as at 31 December 2021, mainly include revenues for training activities . 10. GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following: \u20ac\u2019000 2022 2021 Cost for customers media services 7,028 6,654 Personnel costs 29,864 27,828 R&D capitalisation (8,707) (3,490) Other operating costs 15,216 8,689 Amortisation and depreciation 8,013 4,235 Total costs 51,414 43,916 Personnel costs, excluding Directors\u2019 remuneration, are shown in the following table: \u20ac\u2019000 2022 2021 Wages and salaries 19,215 13,325 Social security costs 5,943 3,671 Employee benefit pension cost 758 557 Severance indemnity 526 435 Earn-out payments costs 1,879 126 Stock option plan cost 1,543 9,714 Total 29,864 27,828 10. GROUP OPERATING LOSS CONTINUED
The increase of the caption wages and salaries compared with last year is mainly due to the increase of the average number of
employees (363 in FY2022 compared to 267 in FY 2021). Wages and salaries include the directors\u2019 emoluments paid in 2022 (full
details are given in the Directors\u2019 remuneration report on pages 58-68). For the disclosure related to the highest paid Director
please refer to the Directors\u2019 remuneration report.
Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details are provided in
note 23. The decrease compared with the last year is mainly related to the 2021 one-off vesting of a certain amount of stock
options at the day of IPO. Severance indemnity, earn-out payments and stock option plan cost are considered exceptionals for
the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance of the Group.
Earn-out payment costs are related to expenses accrued on a straight-line basis on the basis of the earn-out mechanism in
place with the previous shareholders of the Company acquired in December 2021 and in the year 2022. In particular, IFRS 3
provides that contingent considerations that are automatically forfeited if key employees terminate is not considered as part
of the consideration paid but as remuneration for post-combination services.
Other operating expenses financial statement line includes mainly:
\u2022 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac6 million;
\u2022 software costs for \u20ac2.3 million;
\u2022 server costs for \u20ac1.3 million;
\u2022 travel costs for \u20ac0.7 million;
\u2022 events for \u20ac0.4 million;
\u2022 insurance costs for \u20ac0.4 million;
\u2022 exceptional costs for \u20ac1.1 million; and
\u2022 other costs not included in the above categories for \u20ac3 million.
Exceptional costs are related to costs incurred for M&A and one-off projects completed during the year and as a consequence
not strictly inherent to business performance of the Group.
Adjusted EBITDA is then calculated as follows: operating loss plus amortisation, depreciation, exceptional costs, severance
indemnity, stock option plan cost and earn-out payments costs (as disclosed above).
The increase compared with last year is mainly related to the change of perimeter due to the acquisition made for \u20ac3 million and
the increase of consultant fee sustain to boost the growth of the Group and to be compliant with the requirements of being a
listed Group.
The fees of the Group\u2019s auditor for services provided are analysed below:
\u20ac\u2019000 2022 2021
Audit of the Group\u2019s financial statements 183 143
Other
1
\u2013 353
1 includes in 2021 mainly the activities related to the IPO (issuing of comfort letters on the Prospectus and other related services).
Amortisation and depreciation expenses includes:
\u2022 amortisation of intangible assets of approximately \u20ac6.8 million for the year ended 31 December 2022 (\u20ac3.3 million for the
year ended 31 December 2021) mainly related to development costs capitalised; and
\u2022 depreciation of tangible assets for approximately \u20ac1.2 million for the year ended 31 December 2022 (\u20ac0.9 million for the year
ended 31 December 2021).
11. FINANCE INCOME AND EXPENSE
Finance income and expense are shown in the following tables:
\u20ac\u2019000 2022 2021
Interest received on bank deposits 8 \u2013
Gain on foreign exchange 223 11
Total finance income 231 11
\u20ac\u2019000 2022 2021
Bank loans 481 549
Loss on foreign exchange 228 102
Other loans 14 1,645
Net interest expense on defined benefit pension scheme 25 13
Loss on derivative contracts \u2013 2,327
Other finance expense 487 182
Total finance expense 1,235 4,818
Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued
and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021.
12. CORPORATE INCOME TAX
Corporate income taxes are shown in the following table:
\u20ac\u2019000 2022 2021
Current tax on profits for the period \u2013 \u2013
R&D tax grants 306 150
Foreign subsidiaries income taxes (621) (2,236)
Adjustment relating to prior periods 2 (9)
Total current tax (313) (2,095)
Origination and reversal of temporary differences 173 (670)
Total deferred tax 173 (670)
Corporate income tax (140) (2,765)
The caption R&D tax grants is related to tax grants recognised by Italian tax authorities in relation to R&D expenses incurred
during the year.
Foreign subsidiaries income taxes include the accrual for corporate income taxes to be paid mainly in France, Portugal,
Germany and Israel.
Group has estimated trading losses carried forwarded in the UK for an amount of approximately \u20ac25 million and in Italy for an
amount of approximately \u20ac21 million. Punctual computation will be prepared by management in light of the presentation of the
income tax return in each country. Deferred tax assets of approximately \u20ac10.6 million have not been recognised due to the
uncertainty in the timing in which such loss will be utilised.
12. CORPORATE INCOME TAX CONTINUED
The income taxes for the year are reconciled with the theoretical tax burden in the following table:
\u20ac\u2019000 2022 2021
Loss before tax (discontinued and continuing operations) (7,137) (20,760)
Tax using the Company\u2019s domestic tax rate of 19.0% (1,356) (3,944)
R&D expenditure credit (306) \u2013
Other expenditure credit 0 (150)
Foreign subsidiaries income taxes 621 2,236
Unrecognised deferred tax assets 3,115 4,626
Capital Gain DriveK business combination
1
(1,872) \u2013
Other movements (62) (3)
Total tax (credit) 140 2,765
1 Contribution in-kind made by MotorK Italia S.r.l. to AutoXY S.p.A. in the context of the business combination related to the selling of the DriveK business unit
is neutral from a fiscal perspective in accordance with Italian tax legislation. As a consequence, loss before tax from a fiscal perspective is higher of roughly
\u20ac1.8 million compared to the loss booked in the consolidated financial statements profit and loss statements.
13. INTANGIBLE ASSETS
Details of intangible assets increase and decrease for the years ended 31 December 2021 and 2020 are provided in the
following table:
\u20ac\u2019000
Customer
relationships Trademark
Development
costs and
software Goodwill Total
Cost
As at 1 January 2021 1,520 \u2013 10,784 1,943 14,247
Additions \u2013 internally generated \u2013 \u2013 3,729 \u2013 3,729
Acquired through business combinations 1,603 70 220 5,937 7,830
Assets classified as held for sale \u2013 \u2013 (177) \u2013 (177)
As at 31 December 2021 3,123 70 14,556 7,880 25,629
Additions \u2013 internally generated \u2013 \u2013 8,707 \u2013 8,707
Additions \u2013 \u2013 53 \u2013 53
Acquired through business combinations 2,774 994 879 10,285 14,932
Reclassification from assets available for sale \u2013 3,422 3,422
As at 31 December 2022 5,897 1,064 27,617 18,165 52,743
Accumulated amortisation and impairment
As at 1 January 2021 357 \u2013 4,028 0 4,385
Charge for the year 119 1 3,171 \u2013 3,291
Assets classified as held for sale \u2013 \u2013 \u2013 \u2013
As at 31 December 2021 476 1 7,199 0 7,676
Charge for the year 466 115 6,232 6,814
Reclassification from assets available for sale 1,497 1,497
As at 31 December 2022 942 116 14,928 15,987
Net book value
As at 1 January 2021 1,163 \u2013 6,756 1,943 9,862
As at 31 December 2021 2,647 69 7,357 7,880 17,953
As at 31 December 2022 4,955 948 12,689 18,165 36,757
13. INTANGIBLE ASSETS CONTINUED
Customer relationship
The customer relationship amounts to \u20ac4.9 million as at 31 December 2022 (\u20ac2.6 million as at 31 December 2020). The increase
is related to the fair value of customer relationship arising from the allocation of the consideration paid for the acquisition made
during FY 2022 of FranceProNet for \u20ac1.4 million, FusionIT for \u20ac0.8 million and ICO International for \u20ac0.6 million net of the
amortisation of the year. Management has assessed that there are no impairment indicators, and therefore it is not necessary
to prepare an impairment test, the reasons being the good performance in terms of revenues and EBITDA of the Group.
Trademark
Trademark costs amounted to \u20ac0.9 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) and this is related to the
fair value allocated using the Relief-from-Royalty method to part of the consideration paid for the acquisition of FranceProNet for
\u20ac0.2 million, FusionIT for \u20ac0.5million and ICO International for \u20ac0.3 million net of the amortisation of the year.
Development costs
Development costs amounting to \u20ac12.7 million as at 31 December 2022 (\u20ac7.3 million as at 31 December 2021) are due to the Group
developing most of its technology and applications in-house. Such costs are related to continued development of new product
offerings, applications, features and enhancements to existing digital services and solutions in the two dedicated hubs in Italy and
Portugal. The main projects where the R&D team was involved during the year are the following:
\u2022 Leadspark and Leadspark 2 development: creation of the new version of the CRM with new features and with an improvement in
terms of user experience;
\u2022 Webspark and Webspark (R)evolution: enhancement of Webspark Sales to improve website performance and its adaptability to
the Platform.
Due to the results of the year development costs were subject to an impairment test taking into account past economic and
financial performance and future expectations inferable from the business plan 2023\u20132027. The results of the impairment test did not
reveal any impairment loss.
Goodwill
Goodwill booked in the consolidated financial statements as at 31 December 2022 amounts to \u20ac18.1 million (\u20ac7.9 million as at
31 December 2021). The increase compared with last year is related to the fair value allocated to residual goodwill generate by the
acquisition made during the FY 2022 for \u20ac10.3 million.
The increase of the year is related to the goodwill arisen from the PPA made during the year reported below:
\u2022 FranceProNet \u20ac1.3 million.
\u2022 SFD \u20ac1.1 million.
\u2022 FusionIT \u20ac5.5 million.
\u2022 ICO International \u20ac2.4 million.
In accordance with IAS 36, goodwill is not amortised and is tested for impairment annually or more frequently if facts or
circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and
the recoverable amount of the CGU. The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value
in use. To this end, for the purpose of verifying the recoverability of goodwill recorded under intangible assets, a single CGU has
been identified, consisting of all the operating activities of the Group as a whole (the DriveK business unit was classified as a
discontinued operation and sold during FY 2022).
The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for the value in use
calculations are those regarding the discount rates, growth rates and expected changes in margins. Management estimates
discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the
CGU. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.
As at 31 December 2022, goodwill was subjected to an impairment test taking into account past economic and financial
performance and future expectations inferable from the business plan 2023\u20132027. Beyond that period, operating cash flows are
assumed to grow at 1.9% annually. The risk adjusted pre-tax rate (\u201cWACC\u201d) used to discount the CGU cash flow forecasts is 20.5%.
For the purposes of estimating the value in use of the CGU to which the goodwill is allocated, both internal and external sources of
information were used. The results of the impairment test on goodwill as at 31 December 2022 did not reveal any impairment loss.
In assessing the value in use of the CGU, management have considered the potential impact of possible changes in the main
assumptions used. A sensitivity analysis was carried out by determining the break-even point WACC, which, keeping the other
parameters constant, would render the difference between the recoverable amount and the carrying amount of the CGU as nil.
In these circumstances, the break-even point WACC is 29.3%.
14. PROPERTY PLANT AND EQUIPMENT
\u20ac\u2019000
Leasehold
land and
buildings
Fixtures and
fittings
Motor
vehicles
Computer
equipment
Right-of-use
assets Total
Cost
As at 1 January 2021 316 77 \u2013 209 3,432 4,034
Additions 10 8 \u2013 117 1,975 2,110
Acquired through business combinations 23 38 1 50 215 327
Disposals (182) (182)
As at 31 December 2021 349 123 1 376 5,440 6,289
Additions 60 30 \u2013 225 2,437 2,752
Acquired through business combinations \u2013 40 26 16 433 515
Disposals \u2013 \u2013 \u2013 (9) (341) (350)
As at 31 December 2022 409 193 27 608 7,969 9,206
Accumulated depreciation
As at 1 January 2021 244 66 \u2013 150 1,881 2,341
Charge for the year 41 9 1 48 845 944
Depreciation on disposals (72) (72)
As at 31 December 2021 285 75 1 198 2,654 3,213
Charge for the year 42 13 5 102 1,038 1,200
Depreciation on disposals \u2013 \u2013 \u2013 (7) (200) (207)
As at 31 December 2022 327 88 6 293 3,492 4,206
Net book value
As at 1 January 2021 72 11 \u2013 59 1,551 1,693
As at 31 December 2021 64 48 \u2013 178 2,786 3,076
As at 31 December 2022 82 105 21 315 4,477 5,000
Right-of-use assets amounting to \u20ac4.5 million as at 31 December 2022 (\u20ac2.8 million as at 31 December 2021) are related to
the application of IFRS 16 to the lease of the offices of the Group subsidiaries and the lease of cars assigned to the employees.
The increase in the year net of depreciation of \u20ac1.7 million is related mainly to the new lease agreement stipulated in France
for the new offices.
Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2022 (\u20ac0.3 million as of
31 December 2021), and to (ii) office rental for \u20ac3.9 million as of 31 December 2022 (\u20ac2.4 million as of 31 December 2021).
15. INVESTMENTS IN ASSOCIATED COMPANIES AND NON-CURRENT ASSETS \u2013 SECURITY DEPOSIT
Investments in associated companies amounts to \u20ac3.5 million and it represents the investment in the 20% of AutoXY S.p.A.
arisen from the business combination related to the sale of the DriveK Business Unit. Details are provided below in note 24.
As the transition was completed at fair value in the month of December 2022, management has considered the investments
valued at fair value and therefore no impairment test has been prepared.
Non-current assets \u2013 security deposit amounts to \u20ac0.1 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021)
includes deposits made by the Group mainly for the rental of the offices of the subsidiaries.
16. CONTRACT ASSETS AND TRADE AND OTHER RECEIVABLES
Contract assets and trade and other receivables are shown in the following table:
\u20ac\u2019000 2022 2021
Non-current contract assets 7,294 5,059
Contract assets \u2013 current portion 13,440 8,521
Total contract assets 20,734 13,580
Trade receivables 11,347 5,720
Prepayments 889 634
Other receivables 86 355
Tax receivables 736 732
Total trade and other receivables 13,058 7,441
Contract assets
As already mentioned in note 9, the financial statement line item contract assets is related to the application of IFRS 15 on
SaaS platform revenue agreements and represents accrued income as at the reference date.
Revenues related to SaaS platform are related to multi-year contracts (12, 24 or 36 months) are recognised in the moment in
which the access to the platform are granted to the customers and therefore a related contract asset arises. Contract assets
are subsequently billed on a monthly or quarterly basis for the duration of the agreement with the customer.
The split between current and non-current portions depends on the duration of the agreement.
The increase compared to the previous year is related to the increase of SaaS platform revenue.
Movements in the contract assets during FY 2022 are as follows:
\u2022 Contract assets as at 31 December 2021: \u20ac13,580 thousand
\u2022 SaaS revenue (please refer to the Financial Review section for further details) recognized during FY 2022: \u20ac27,084 thousand
\u2022 Contract assets billed during the FY 2022: \u20ac19,930 thousand
\u2022 Contract assets as at 31 December 2022: \u20ac 20,734 thousand.
Contract assets movements during FY 2021 are as follows:
\u2022 Contract assets as at 31 December 2020: \u20ac10,204 thousand
\u2022 SaaS revenue (please refer to the Financial Review section for further details) recognized during FY 2021: \u20ac14,820 thousand
\u2022 Contract assets billed during the FY 2021: \u20ac11,444 thousand
\u2022 Contract assets as at 31 December 2021: \u20ac 13,580 thousand.
Trade and other receivables
Trade receivables as at 31 December 2022 amounted to \u20ac11.3 million with the year-on-year increase due to the higher revenues
generated in the fourth quarter of 2022 compared with 2021.
As at 31 December 2022, trade receivables of \u20ac3.8 million (\u20ac1.6 million as at 31 December 2021) were overdue but not impaired.
They relate to the customers with no default history.
The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad debt provision.
Movements in the impairment allowance for trade receivables are as follows:
\u20ac\u2019000 2022 2021
As at 1 January 247 268
Increase during the year
180
70
Receivables written off during the year as uncollectable
(31)
(62)
Increase related to business combinations
18
\u2013
Impairment allowance for trade receivables classified previously as held for sale 119 (29)
As at 31 December 533 247
Tax receivables includes mainly the tax grants granted by the capital increase in MotorK Italy for \u20ac0.4 million.
17. CASH AND CASH EQUIVALENTS
The caption cash and cash equivalents amounting to \u20ac19.2 million (\u20ac43.2 million as at 31 December 2021) is related to cash
available in bank accounts of the Group subsidiaries. The amount includes \u20ac0.3 million of cash deposited onto prepaid cards
used by employees as petty cash as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021).
For details of changes during the analysed periods please refer to the consolidated statement of cash flow.
Cash and cash equivalents are deposited with top rated banks.
18. TRADE AND OTHER PAYABLES AND TAX PAYABLE
Trade and other payables include:
\u20ac\u2019000 2022 2021
Trade payables 2,694 1,844
Accruals 2,465 1,329
Total trade payables 5,159 3,173
Other payables including tax and social security payments 6,862 5,084
Total current trade and other payables 12,021 8,257
The carrying value of trade and other payables measured at amortised cost approximates fair value.
Trade payables amount to \u20ac2.7 million as at 31 December 2022 compared with \u20ac1.8 million as at 31 December 2021.
Accruals includes invoices to be received for service rendered in 2022. The increase compared to the data as at 31 December
2021 is lined up with the increase of trade payables and with the general increase of the business of the Group.
Other payables amounting to \u20ac6.9 million as at 31 December 2022 includes:
\u2022 contract liabilities of \u20ac2 million (\u20ac1.5 million last year). This is mainly related to the transaction price allocated to the remaining
performance obligations (unsatisfied or partially unsatisfied) as at 31 December related to the post contract support activities.
Changes during the FY2022 are the following: increase for \u20ac1.5 million and release to profit and loss for \u20ac1 million. Changes during
the FY2021 are the following: increase for \u20ac1 million and release to profit and loss for \u20ac0.4 million;
\u2022 liabilities towards employees for bonus\u2019 to be paid in 2022 for \u20ac0.5 million (\u20ac0.8 million last year);
\u2022 emoluments to be paid to the directors for \u20ac0.1 million;
\u2022 other liabilities towards employees and related social security charges of approximately \u20ac3.9 million (\u20ac3 million last year).
Increase of the year is mainly related to the increase of average of FTE within the Group; and
\u2022 other minor liabilities for \u20ac0.4 million.
\u20ac\u2019000 2022 2021
Corporate tax liabilities 3,041 2,448
VAT liabilities 801 497
Total tax payable 3,842 2,945
Corporate tax liabilities includes mainly the tax provision booked in MotorK Israel Ltd during FY 2021 that will be paid in 2023
for \u20ac2.1 million and the tax provision for the taxes to be paid mainly in France, Portugal and Germany.
VAT liabilities is mostly composed by VAT debt position of the subsidiaries in Italy, Germany, Spain and France.
19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
Current and non-current financial liabilities include:
\u20ac\u2019000 2022 2021
Bank loan 65 1,794
Convertible notes \u2013 \u2013
Other financial liabilities 611 128
Total current financial liabilities 676 1,922
Current lease liabilities 972 790
Bank loan 7,534 4,200
Other financial liabilities 84 \u2013
Total non-current financial liabilities 7,618 4,200
Non-current lease liabilities 3,665 2,046
Bank loan
The following table sets forth the breakdown of bank loans by counterparty for the years ended 31 December 2022 and 2021:
\u20ac\u2019000
2022
2021
Current Non-current Current Non-current
Financial institution \u2013 \u2013 \u2013 \u2013
Creval \u2013 \u2013 594 \u2013
Illimity Bank \u2013 7,202 1,200 4,200
Sace \u2013 300 \u2013 \u2013
Belfius 47 26 \u2013 \u2013
ING Direct 18 \u2013 \u2013 \u2013
CIC Sud Ouest \u2013 6 \u2013 \u2013
Total 65 7,534 1,794 4,200
Main changes of the year are reported below:
\u2022 At the end of January 2022 the loan with Illimity Bank was refinanced, producing \u20ac1.8 million of additional liquidity with a
longer maturity date and a lower interest rate. The new financial loan amounting to \u20ac7.2 million, with a five-year duration and
a 0.290 bps margin on Euribor, provides the following financial covenants to be tested annually, starting from December 2022:
leverage ratio (net financial position/EBITDA) and gearing ratio (net financial position/net equity). At the date of this financial
statements covenants are respected. In the context of the support provided during the COVID-19 and post COVID-19 period
by the Italian government, Illimity Banks is guaranteed by SACE SIMEST for 90% of the loan value in case the Group will not
be able to fulfill its obligations.
\u2022 Repayment in January 2022 of the loan entered into with Creval for \u20ac0.6 million.
\u2022 Entered into a financial loan with SACE SIMEST for \u20ac0.3 million in September 2022 to sustain the digitalisation process of the
Group with a with a six-year duration and a 0.081% interest rate. No financial covenants in place.
Other financial liabilities with Belfius, ING Direct and CIC Sud Ouest are related to minor financing in place in the Company
acquired during the year 2022.
19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED Other financial liabilities Other financial liabilities includes mainly debt related to credit cards repaid early in 2022 for \u20ac0.2 million and \u20ac0.4 million of deferred consideration to be paid for the acquisition of ICO International. The changes in financial liabilities, excluding lease liabilities, are shown below: \u20ac\u2019000 Total Financial liabilities at 31 December 2020 31,095 Repayments of loan 1 (20,432) Change in other financial liabilities 109 Cash changes (20,323) Convertible equity note conversion (4,650) Financial liabilities at 31 December 2021 6,122 Drawdowns of new loan and CEN (594) New bank loan 2,101 New bank loan obtained through business combinations 98 Change in other financial liabilities 567 Cash changes 2,172 Financial liabilities at 31 December 2022 8,294 1 This includes the repayments of principals for \u20ac18.2 million and interests already accrued as at 31 December 2020 for \u20ac2.2 million . Changes compared with last year are already discussed above. Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16 application, starting from 1 January 2019, on lease agreements in place for offices of the Group subsidiaries and for cars assigned to employees. The leases within the scope of IFRS 16 relate to properties and motor vehicles. In 2022, the expense relating to low value assets leases (mainly laptops) amounted to \u20ac0.1 million (\u20ac0.1 million in 2021). Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with the discount rate determined by reference to the Group\u2019s incremental external borrowing rate for the particular asset and level of security. After the initial measurement lease liabilities are increased as a result of interest charged and reduced for lease payments made. The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There is no other variability in respect of payments and there is not considered to be any significant judgement in relation to the lease terms. 19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CONTINUED
The following table provides details of lease liabilities:
\u20ac\u2019000
Land and
buildings
Motor
vehicles Total
Lease liabilities
As at 1 January 2021 1,212 376 1,588
Cash items:
Lease payments (517) (394) (911)
Non-cash items:
New leases in the year 1,611 373 1,984
New leases through business combinations 201 14 215
Reduction for disposal of lease (63) (53) (116)
Interest expense 49 27 76
As at 31 December 2021 2,493 343 2,836
Cash items:
Lease payments (763) (308) (1,071)
Non-cash items:
New leases in the year 1,921 516 2,437
New leases through business combinations 388 43 433
Reduction for disposal of lease (130) (11) (141)
Interest expense 119 24 143
As at 31 December 2022 4,028 609 4,637
The following table provides details of the Group\u2019s lease liabilities:
\u20ac\u2019000
As at 31 December
2022 2021
Repayables as follows:
Under 1 year 972 790
2-5 years 2,718 1,861
Greater than 5 years 947 185
Total 4,637 2,836
The increase compared with last year is mainly related to the new lease agreement related to the office in France.
20. EMPLOYEE BENEFITS LIABILITIES
Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code, is a deferred compensation and is based
on the years of service of the employee and on the compensation received during the period of service. No other significant
pension provisions other than staff severance indemnity booked in the Italian subsidiaries of the Group are included within
such caption.
According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the
number of years of service of the employee and on the taxable remuneration earned by the employee during the service period,
i.e., the capital accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or
resignation. During the periods analysed there were no special events, such as restructuring plans, reductions or regulations.
Employee benefit plan costs increased by \u20ac0.2 million as at 31 December 2022 compared with 31 December 2021, due to the
increase in the number of employees. According to IAS 19, the liability was determined by an actuarial calculation. The effect
of the actuarial profit, amounting to \u20ac0.7 million for the year ended 31 December 2022 (loss of \u20ac0.02 million for the year ended
31 December 2021), has been recognised in other comprehensive income (OCI).
20. EMPLOYEE BENEFITS LIABILITIES CONTINUED
The following table sets forth the maturity profile of the Defined Benefit Obligation:
Maturity profile of Defined Benefit Obligation \u20ac\u2019000
Years
Expected benefit payments during fiscal year ending 31 December 2023 77
Expected benefit payments during fiscal year ending 31 December 2024 102
Expected benefit payments during fiscal year ending 31 December 2025 126
Expected benefit payments during fiscal year ending 31 December 2026 150
Expected benefit payments during fiscal year ending 31 December 2027 173
Expected benefit payments during fiscal years ending 31 December 2028 through 31 December 2032 1,267
The amounts recognised in the statement of financial position are as follows:
\u20ac\u2019000 2022 2021
Present value of obligation (1,895) (2,069)
Fair value of scheme assets \u2013 \u2013
Employee benefit liability (1,895) (2,069)
The amounts included within the statement of comprehensive income are as follows:
\u20ac\u2019000 2022 2021
Current service costs 758 557
Amount included in personnel costs 758 557
Interest on pension liabilities 25 13
Amount included in finance cost 25 13
Analysis of the amount recognised in statement of total comprehensive income:
\u20ac\u2019000 2022 2021
Experience gain/(loss) on liabilities 679 (20)
Net gain/(loss) 679 (20)
Changes in the present value of the employee benefit obligation are as follows:
\u20ac\u2019000 2022 2021
Opening employee benefit obligation 2,069 1,818
Service cost \u2013 continuing operations 758 557
Service cost \u2013 discontinued operations \u2013 \u2013
Interest cost 25 13
Actuarial gain/(loss) (679) 20
Benefit paid (314) (356)
Reclassification as liabilities directly associated with assets classified as held for sale \u2013 \u2013
Other movements 36 17
Closing employee benefit obligation 1,895 2,069
Expected payments for the year ended 31 December 2023 for the Group amount to \u20ac0.07 million.
One of the main assumptions is the discount rate, which should be based on the returns available on high quality corporate bonds
at the accounting date with a term corresponding to that of liabilities. The other assumptions should be chosen to reflect a better
estimate of future long-term experience. IAS 19 does not define \u201chigh quality\u201d, but generally means a security rating of AA.
20. EMPLOYEE BENEFITS LIABILITIES CONTINUED
The financial assumptions used for this report at the end of the fiscal year are:
\u2022 Discount rate: corporate bonds of appropriate duration and quality should be considered in order to determine a discount
rate appropriate for IAS purposes. The discount rates used for assessing current and previous assessments were chosen
based on the Willis Towers Watson (scheme actuaries) rate.
\u2022 Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price set by the
European Central Bank over the medium term with a country-specific adjustment.
\u2022 Increase in remuneration: the hypothesis was selected in agreement with the Company.
Principal assumptions at the statement of financial position date (expressed as weighted averages) are as follows:
2022 2021
Discount rate 3.70% 1.20%
Rate of retail price inflation 2.25% 2.00%
Rate of increase in salaries 3.25% 3.00%
The amount for the current and previous periods are as follows:
\u20ac\u2019000 2022 2021
Employee benefits obligation (1,895) (2,069)
Scheme assets \u2013 \u2013
(Deficit) (1,895) (2,069)
Experience adjustments on scheme liabilities 679 (20)
Sensitivity analysis of the value of employee benefits liabilities is shown below:
\u20ac\u2019000 2022 2021
Base case 1,895 2,069
Discount rate +0.5% (122) (95)
Discount rate -0.5% 138 258
An increase of rates of salary increases of 0.5% will have an increase in the value of the employee benefits liabilities of
\u20ac47 thousand while a decrease of rates of salary increase of 0.5% will have a decrease of \u20ac 88 thousand. The same impact for an
increase of decrease of price inflation of +/- 0.5%
21. DEFERRED TAX LIABILITIES
Deferred tax liabilities are calculated in full on temporary differences under the liability method using the tax rate of the country
in which such differences arisen.
The movement of deferred tax liabilities is shown below:
\u20ac\u2019000 2022 2021
As at 1 January 659 245
Business combination 986 441
Recognised in profit and loss (174) (27)
As at 31 December 1,471 659
Details of deferred tax liabilities are shown below:
\u20ac\u2019000 2022 2021
Other 274 77
Customer relationship 1,197 582
Total 1,471 659
The increase compared with last year is mainly related to the deferred tax liabilities arising from the fair value of the intangible
assets arising from the purchase price allocation exercise in relation to the consideration paid for the acquisition of
FranceProNet, FusionIT and ICO International.
22. OTHER NON-CURRENT LIABILITIES AND PROVISIONS
Other non-current liabilities and provisions include:
\u20ac\u2019000 2022 2021
Current provisions 551 366
Non-current provisions 3,987 1,040
Total 4,538 1,406
Provisions classified within current liabilities amounts to \u20ac0.5 million (\u20ac0.4 as at 31 December 2021) and includes the provision for
certain risk related to litigations in place with some employees who left MotorK and whose level of risk is assessed as probable by
management and the current portion of earn-out provision to be paid in 2023. Provisions classified within non-current liabilities
amounts to \u20ac4 million (\u20ac1 million as at 31 December 2021) is related to the estimated earn-out to be paid in relation with the
acquisition made in 2022 and 2021. The movement of current and non-current provisions is shown below:
\u20ac\u2019000 2022 2021
Current provisions as at 1 January 366 \u2013
Release of the period (336) \u2013
Accrual for the period 521 366
Current provisions as at 31 December 551 366
\u20ac\u2019000 2022 2021
Non-current provisions as at 1 January 1,040 \u2013
Release of the period (133) \u2013
Business combination 2,430 \u2013
Accrual for the period 438 1,040
Accrued interests 212 \u2013
Non-current provisions as at 31 December 3,987 1,040
23. SHAREHOLDERS EQUITY
Share capital
The share capital is composed as follows:
2022 2021
Value
(\u20ac\u2019000) Number
Value per
share
(\u20ac)
Value
(\u20ac\u2019000) Number
Value per
share
(\u20ac)
Ordinary shares 403 40,310,252 0.01 403 40,328,959 0.01
Deferred shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013
Preferred A-1 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013
Preferred A-2 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013
Total 403 40,310,252 0.01 403 40,328,959 0.01
During the financial year 2022 share capital changed due to the following items:
\u2022 issue of 423,301 shares mainly related to acquisitions made in 2022 and earn-out payment of 2021 acquisitions; and
\u2022 cancellation of 442,008 shares related to the buy-back programme in place during the year 2022. On 18 July 2022, the AGM of
MotorK Plc has authorised to buy back its own ordinary shares by way of off-market purchases on Euronext Amsterdam and
via block trades up to a maximum aggregate value of \u20ac3,000,000. This authorisation is limited to the maximum of 4,032,895
ordinary shares, representing approximately 10 per cent. of the Company\u2019s issued ordinary share capital as at the date of the
last AGM of the Company. The authorisation will expire following the conclusion of the AGM of the Company to be held in 2023.
23. SHAREHOLDERS EQUITY CONTINUED
On 18 July 2022 AGM approves a capital reduction by way of the cancellation of an amount equal to \u20ac4,000,000 standing to the
credit of the Group\u2019s share premium account to create additional distributable reserves, including in respect of the Programme.
Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of
shares of the Company. On 13 October 2021 the Shareholders Meeting approves a capital reduction by way of the cancellation of
an amount equal to \u20ac14,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable
reserves. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on
number of shares of the Company and it was necessary for the re registration of the Company as a public limited company
(\u201cPLC\u201d) in the context of the IPO.
Earn-out reserve represents contingent consideration to be paid in shares to be issued on the basis of the earn-out mechanism
in place with the previous shareholders of the Company acquired in December 2021. Such shares will be issued between the end
of December 2023 and the end of December 2024.
Share-based payments
The Group operates an equity-settled share-based remuneration scheme for employees which comprises the Group Employee
Share Option Plan.
During the year ended 31 December 2022, 1,358,371 (2,126,641 in 2021) options were granted to employees. These options are related
to two different option plan. The one in place during FY 2021 (The \u201cOld Share Option Plan\u201d) providing a straight-line basis vesting over
four years, with an exercise price of \u20ac0.34 and with a life of 10 years and a new Employee Share Option Plan (the \u201cNew Share Option
Plan\u201d) issued in 2022 providing a straight-line basis vesting over three or four years and subject to performance conditions defined on
the basis of Group performance decided year over year (for more details regarding performance conditions please refer to the
disclosure done in the Remuneration Committee Report of this Annual Report), with an exercise price of \u20ac1.645 and with a life of ten
years. The 345,353 options granted into FY 2022 related to the Old Share Option Plan were granted into the first six months of the year.
The 1,013,018 options granted into FY 2022 related to the New Share Option Plan were granted in November 2022.
Old Share Option Plan
2022 2021
Weighted
average
exercise price
(\u20ac cents) Number
of which
exercised
Weighted
average
exercise price
(\u20ac cents) Number
of which
exercised
Outstanding at 1 January 34 3,201,583 \u2013 34 1,685,959 \u2013
Subdivision of shares
Granted during the year 34 345,353 \u2013 34 2,126,641 120,000
Lapsed during the year
1
34 (322,551) \u2013 34 (611,017) \u2013
Outstanding at 31 December 34 3,224,385 \u2013 34 3,201,583 120,000
of which
vested
2,337,0 87 1,125,691
unvested
887,298 2,075,892
1 The options lapsed when the beneficiary left the Company.
The exercise price of options outstanding at 31 December 2021 and 2020 was \u20ac0.34.
New Share Option Plan
2022 2021
Weighted
average
exercise price
(\u20ac) Number
of which
exercised
Weighted
average
exercise price
(\u20ac) Number
of which
exercised
Outstanding at 1 January 1.645 \u2013 \u2013 \u2013 \u2013 \u2013
Subdivision of shares
Granted during the year 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013
Lapsed during the year
1
\u2013 \u2013 \u2013 \u2013 \u2013 \u2013
Outstanding at 31 December 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013
of which
vested
\u2013 \u2013
unvested
1,013,018 _
1 The options lapsed when the beneficiary left the Company.
23. SHAREHOLDERS EQUITY CONTINUED
The following information is relevant in the determination of the fair value of options granted during the year under the equity-
settled share-based remuneration scheme operated by the Group:
2022
(Old Share
Option Plan)
2022
(New Share
Option Plan) 2021
Option pricing model used Black-Scholes Black-Scholes Black-Scholes
Weighted average share price at grant date (\u20ac) 4.78 0.765 6.1
Exercise price (\u20ac) 0.337 1.645 0.337
Weighted average contractual life (years) 10 10 10
Volatility 31.2% 31.2% 32%
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any
expected changes to future volatility due to publicly available information. Historic volatility is estimated looking at the five-year,
50-day median volatility of a sample of comparable companies operating in the software industry listed on the European stock
market (Euronext).
The share-based remuneration expense comprises:
\u20ac\u2019000 2022 2021
Equity-settled scheme 1,543 9,714
24. DISCONTINUED OPERATIONS
During FY 2022 the Group has completed the sale of the DriveK business unit classified as held for sale in the consolidated
financial statements ended 31 December 2021.
The transaction completed on 15 December 2022 involved the contribution in kind of the DriveK business into Auto XY S.p.A,
company fully owned by Gedi Gruppo Editoriale S.p.A. After that 31,94% of the new combined entity was sold by MotorK Italia
S.r.l to Gedi Gruppo Editorial S.pA. so that, after the transaction, MotorK Italia S.r.l. owned 20% of the combined entity. The
transaction has generated a gain on sale of \u20ac7.8 million and a cash inflow of \u20ac 4 million.
On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. has been granted a reciprocal put and call to be
exercised no later than 30 June 2026 calculated on certain EBITDA and Net Financial Positions targets of the Combined Entity.
No impairment indicators arisen between 15 December 2022 and the year ended and as a consequence no impairment test has
been prepared by management.
The results of the DriveK business unit is presented below.
\u20ac\u2019000
For the year
ended
31 December
2022
For the year
ended
31 December
2021
Revenue from customers 5,506 6,325
Capital gain 7,767 \u2013
Costs for marketing and call centre services 3,561 3,853
Personnel costs 1,863 1,529
R&D capitalisation \u2013 (177)
Other operating costs 1,115 717
Amortisation and depreciation \u2013 \u2013
Total costs 6,539 5,922
Operating profit 6,734 403
Finance expense \u2013 \u2013
Profit before tax 6,734 403
Corporate income tax \u2013 \u2013
Profit after income tax of discontinued operation 6,734 403
24. DISCONTINUED OPERATIONS CONTINUED
Revenue from customers includes the revenue generated by the business during the year from January 2022 until 15 December
2022 (the date in which the business has been sold). Capital gain includes the capital gain generated by the selling of the
business unit as disclosed above.
Costs for marketing and call centre services includes the costs incurred by the Group to run the business in the year 2022 until the
date in which such business has been sold.
Personnel costs includes the costs for employees incurred during the year. Other operating costs includes the fees paid to the
advisor supporting the transaction with Gedi Gruppo Editoriale S.p.A.
The Group has opted to present the earnings per share from discontinued operations on the face of the statement of profit and
loss.
As the business unit DriveK was sold on 15 December 2022 the assets and liabilities of DriveK business unit classified as held for
sale as at 31 December 2022 are nil. For comparative purpose only we present the value of assets and liabilities of the DriveK
business unit as at 31 December 2021:
\u20ac\u2019000
As at
31 December
2022
As at
31 December
2021
Intangible assets \u2013 1,925
Trade and other receivables \u2013 2,238
Total assets classified as held for sale \u2013 4,163
Trade and other payables \u2013 767
Employees benefits \u2013 118
Total liabilities classified as held for sale \u2013 885
Net assets classified as held for sale \u2013 3,278
The net cash flows incurred by the DriveK business unit are, as follows:
\u20ac\u2019000
For the year
ended
31 December
2022
For the year
ended
31 December
2021
Net cash flows from/(used in) operating activities (960) 951
Net cash from/(used in) investing activities 4,011 (177)
Net cash from/(used in) financing activities \u2013 \u2013
Net increase in cash generated by the business 3,051 774
Net cash flows from/(used in) operating activities represents the cashflow used during the course of business until 15 December
2022.
Net cash from/(used in) investing activities is related to \u20ac5.6 million cashed in before the end of the year 2022 for the selling of
the 31,94% of the combined entity net of \u20ac4 million of cash contributed into kind in AutoXY SpA.
25. BUSINESS COMBINATIONS
The acquisitions completed during the year 2022 were made in the context of the Group\u2019s growth strategy to expand its
customer based in Europe and its suite of products. Please see below for more details.
FranceProNet SaS and SFD SaS
On 1 February 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of FranceProNet SAS and
SFD SAS (\u201c together FranceProNet Group\u201d), a top-tier French digital agency specialising in web solutions for the automotive
sector. FranceProNet is a trusted partner to dealers seeking to unlock the full potential of digitalisation, providing them with
web design and a highly specialised SEO-first approach refined over nearly 20 years, while also integrating training, digital
marketing and lead generation services.
25. BUSINESS COMBINATIONS CONTINUED
The initial consideration paid for FranceProNet Group in February 2022 amounts to \u20ac4.4 million (of which \u20ac1 million through the issue of
shares and \u20ac3.4 million in cash). In addition to the initial consideration paid, the sale and purchase agreement regulating the transfer of
shares to MotorK Plc provides with a contingent consideration of \u20ac0.5 million related to certain performance of the acquired company.
Management has performed the purchase price allocation during the year 2022 and the excess of the purchase price over the fair value
of the estimated net assets acquired of \u20ac3.6 million has been allocated for \u20ac1.4 million to customer relationship, \u20ac0.2 million to
trademark net of \u20ac0.4 million of deferred tax liabilities. The difference of \u20ac2.4 million has been allocated to goodwill.
Since the acquisition date, FranceProNet SAS contributed for \u20ac0.4 million to the Group consolidated result for the year and
\u20ac0.9 million to Group revenue in the consolidated financial statements closed as at 31 December 2022.
Since the acquisition date, SFD SaS contributed for \u20ac0.005 million to the Group consolidated result for the year and \u20ac0.6 million
to Group revenue in the consolidated financial statements closed as at 31 December 2022.
If the acquisition of FranceProNet Group had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac0.4 million
and Group profit before tax would have increased by an estimated \u20ac0.4 million. In determining these amounts, management has assumed that
the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022.
The Group has incurred \u20ac 0.1 million of costs in relation to the acquisition of FranceProNet Group in the period. These costs have been
included in the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
FranceProNet SAS
(\u20ac\u2019000)
Book value at
acquisition
date Adjustment
Restated
fair value
Customer-related intangible assets 1,407 1,407
Trademark 216 216
Property, plant and equipment 13 \u2013 13
Receivables 393 \u2013 393
Cash at bank and in hand 1,055 \u2013 1,055
Payables (501) \u2013 (501)
Deferred tax (406) (406)
Total net assets (A) 960 1,217 2,177
Fair value of consideration
Cash 2,308
Contingent consideration 361
Equity 667
Total consideration (B) 3,336
Goodwill (B)-(A) 1,159
SFD SAS
(\u20ac\u2019000)
Book value at
acquisition
date Adjustment
Restated
fair value
Software 13 \u2013 13
Property, plant and equipment 23 \u2013 23
Receivables 615 \u2013 615
Cash at bank and in hand 296 \u2013 296
Payables (634) \u2013 (634)
Total net assets (A) 313 313
Fair value of consideration
Cash 1,049
Contingent consideration 177
Equity 300
Total consideration (B) 1,526
Goodwill (B)-(A) 1,213
25. BUSINESS COMBINATIONS CONTINUED
Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes.
It mostly represents potential synergies, such as cross-selling and up-selling opportunities between FranceProNet and the Group.
FusionIT
On 31 May 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of FusionIT (also known as
\u201cCarflow\u201d) an automotive retail solutions provider that serves more than 400 car dealers and major automotive OEMs in Belgium,
the Netherlands and Luxembourg. In line with the strategy of the Group to expand its customer base FusionIT gives the possibility
for MotorK to enter into a new strategic market within Europe.
The initial consideration paid for FusionIT amounts to \u20ac5 million (of which \u20ac1 million is through the issue of shares and \u20ac4 million
is in cash). In addition to the initial consideration, the sale and purchase agreement regulating to the transfer of shares to
MotorK Italia Srl provides with a contingent consideration of \u20ac1.8 million related to certain performance conditions of the
acquired company: (i) customer migration to MotorK products; ii) keep a certain level of churn rate on existing customer base;
iii) generate a certain amount of new business. As provided by IFRS 3 paragraph 55 a) the earn-out conditioned to the fact that
the previous shareholders will remain as employees of the Group for a certain period is considered as personnel remuneration
and accrued on the Group profit and loss on a straight-line basis over the period of the conditions.
Since the acquisition date, the subsidiary contributed a loss of \u20ac0.2 million to the Group consolidated result for the year and
\u20ac1.5 million to Group revenue in the consolidated financial statements closed as at 31 December 2022.
If the acquisition had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac1 million and Group loss
before tax would have increased by an estimated \u20ac0.5 million. In determining these amounts, management has assumed that the fair
value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022.
The Group has incurred \u20ac0.06 million of costs in relation to the acquisition of FusionIT in the period. These costs have been included in
the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
FusionIT
(\u20ac\u2019000)
Book value at
acquisition
date Adjustment
Restated
fair value
Customer-related intangible assets \u2013 781 781
Trademark \u2013 485 485
Software 960 (494) 466
Property, plant and equipment 35 \u2013 35
Receivables 243 \u2013 243
Cash at bank and in hand 619 \u2013 619
Payables (950) \u2013 (950)
Unfavourable contract \u2013 (120) (120)
Deferred tax \u2013 (316) (316)
Total net assets (A) 907 336 1,243
Fair value of consideration
Cash 4,000
Contingent consideration 1,773
Equity 1,000
Total consideration (B) 6,773
Goodwill (B)-(A) 5,530
Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes.
It mostly represents potential synergies, such as cross-selling and up-selling opportunities between FusionIT and the Group.
ICO International GmbH
On 28 July 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of ICO International GmbH (also
known as \u201cWebmobil24\u201d) a German software provider of stock management solutions and e-commerce platforms to automotive
dealers and OEMs. Over the past 20 years, Webmobil24 has established itself as a key player in the German automotive digital
landscape thanks to its innovative offering which covers the entire spectrum of vehicle inventory management needs, leveraging
the expansion of MotorK Group into the German market. This acquisition marked another decisive step in the development of
MotorK\u2019s European footprint.
25. BUSINESS COMBINATIONS CONTINUED The initial consideration paid for ICO International amounts to \u20ac3 million in cash. In addition to the initial consideration, the sale and purchase agreement regulating to the transfer of shares to MotorK Italia Srl provides with a deferred consideration of \u20ac0.2 million to be paid during FY 2023 and a contingent consideration of \u20ac0.2 million related to certain recurring revenue target. Since the acquisition date, the subsidiary contributed a loss of \u20ac0.1 million to the Group consolidated result for the year and \u20ac0.7 million to Group revenue in the consolidated financial statements closed as at 31 December 2022. If the acquisition had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac0.8 million and Group profit before tax would have increased by an estimated \u20ac0.03 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022. The Group has incurred \u20ac0.07 million of costs in relation to the acquisition of ICO International Gmbh in the period. These costs have been included in the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs. ICO International GmbH Continued Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows: ICO International (\u20ac\u2019000) Book value at acquisition date Adjustment Restated fair value Customer-related intangible assets 586 586 Trademark 293 293 Software 1,479 (1,079) 400 Property, plant and equipment 10 \u2013 10 Receivables 166 \u2013 166 Cash at bank and in hand 15 \u2013 15 Payables (170) \u2013 (170) Deferred tax (263) (263) Total net assets (A) 1,500 (463) 1,037 Fair value of consideration Cash 2,975 Deferred and contingent consideration 425 Equity \u2013 Total consideration (B) 3,400 Goodwill (B)-(A) 2,363 Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, such as cross-selling and up-selling opportunities between ICO International and the Group . 26. EARNINGS PER SHARE
The following table shows earnings per share, calculated by dividing the result for the year by the weighted average number of
ordinary shares outstanding during the year.
For the year ended
31 December
2022 2021
Loss for the period (in thousands) (7,277) (23,525)
Loss from continuing operations (in thousands) (14,011) (23,928)
Profit from discontinued operations (in thousands) 6,734 403
Weighted average number of shares 40,506,379 29,872,528
Earnings per share (0.18) (0.79)
Earnings per share from continuing operations (0.35) (0.80)
Earnings per share from discontinued operations 0.17 0.01
It should be noted that share-based payments are instruments that could potentially dilute basic earnings per share in the
future (for more information on these instruments reference is made to note 23). However, considering that in periods analysed
a loss from continuing operations was registered, potential ordinary shares were not dilutive as the potential conversion would
decrease the loss per share, in accordance with IAS 33.
27. POST BALANCE SHEET EVENTS
On 14 February 2023, in line with the M&A strategy pursued by the Group, MotorK Italia S.r.l. subscribed a convertible equity
loan issued by Smart Mobility Services Spain S.L., convertible at the sole discretion of MotorK, for an amount of \u20ac150,000.00
with a due date of 31 December 2023.
28. TRANSLATION OF FOREIGN COMPANIES\u2019 FINANCIAL STATEMENTS
The exchange rates used to translate non-Euro zone company\u2019s financial statements are as follows:
2022
Average
exchange
rate
31 Dec 2022
year-end
exchange
rate
Israeli Shekel 3.5360 3.7554
2021
Average
exchange
rate
1
31 Dec 2021
year-end
exchange
rate
Israeli Shekel 3.7682 3.5159
1 Starting from the incorporation date.
The effect of the translation of MotorK Israel Ltd reporting package amount to Euro 126 thousand as reported in the Other
comprehensive income/(loss) section.
29. RELATED PARTY TRANSACTIONS
Compensation of key management personnel of the Group
Full details of the compensation and of number of shares of MotorK Plc of key management personnel are given in the Directors\u2019
remuneration report on pages 58-68. Key management personnel are the member of the board of directors of MotorK Plc.
Please refer to the Directors\u2019 remuneration report also for information regarding directors\u2019 shareholding in the Group.
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"value": "1. GENERAL INFORMATION MotorK Plc (the \u201cCompany\u201d or the \u201cParent Company\u201d) is a company incorporated in UK with registered office is 5th Floor One New Change, London, England, EC4M 9AF, listed from November 2021 on Euronext Amsterdam. The Company and its subsidiaries (the \u201cGroup\u201d or \u201cMotorK Group\u201d) is a leading SaaS provider for the automotive retail industry in the EMEA region. The Group offers a cloud-based holistic SaaS platform (named \u201cSparK\u201d) to support the full vehicle lifecycle and the entire customer journey. SparK can be used to manage the digital presence of a small single showroom dealer as well as support the sales and marketing functions of a regional network of franchise dealerships for an automotive OEM across EMEA. As of 31 December 2022, the main shareholders of the Parent Company are Marco Marlia, original founder and CEO of the Group who hold approximately 13.7% of the share capital, Marco de Michele and Fabio Gurgone both own 13.18%, and 83 North, who directly holds approximately 20% of the share capital. These consolidated financial statements as of and for the year ended 31 December 2022 together with the notes thereto have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. On 31 December 2020, the EU-adopted IFRS was brought into UK law and became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board. ",
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"value": "5th Floor One New Change, London, England, EC4M 9AF",
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"fact-5": {
"value": "The Company and its subsidiaries (the \u201cGroup\u201d or \u201cMotorK Group\u201d) is a leading SaaS provider for the automotive retail industry in the EMEA region. ",
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"fact-284": {
"value": "2. SUMMARY OF THE ACCOUNTING STANDARD USED The financial statements have been prepared in accordance with UK-adopted international accounting standards and with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively \u201cIFRSs\u201d) as adopted by the European Union (\u201cAdopted IFRSs\u201d) and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRSs. On 31 December 2020, the EU-adopted IFRS was brought into UK law and became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board. 2.1 Form and content of the consolidated financial statements The format of the consolidated financial statement and related classification criteria adopted by the Group (among the options available under IAS 1 \u2013 Presentation of financial statement) are as follows: \u2022 the consolidated statement of financial position shows current and non-current assets separately, and current and non- current liabilities in the same way; \u2022 the consolidated statement of profit and loss and other comprehensive income shows a classification of costs by nature; and \u2022 the consolidated statement of cash flow was prepared using the indirect method. The Company has chosen to prepare a comprehensive income statement that includes, in addition to the result for the period, other amounts that, in accordance with the international accounting standards, are recognised directly in other comprehensive income separately from those relating to operations with the Company\u2019s shareholders. The templates used, as specified above, are those that best represent the Group\u2019s economic, equity and financial situation. The financial statements are prepared in Euro (which is also the functional currency), rounded to the nearest thousand. They are prepared on the historical cost basis with the exception of certain items which are measured at fair value as disclosed in the accounting policies below. The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. 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 current and future periods. ",
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"value": "The financial statements have been prepared in accordance with UK-adopted international accounting standards and with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively \u201cIFRSs\u201d) as adopted by the European Union (\u201cAdopted IFRSs\u201d) and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRSs. On 31 December 2020, the EU-adopted IFRS was brought into UK law and became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board. ",
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"fact-328": {
"value": "2.2 Subsidiaries of MotorK Plc included in the consolidated financial statements The consolidated financial statements include the financial statements of the Parent Company, MotorK plc, and its subsidiaries. Where necessary, specific adjustments were made at the consolidated level to standardise the Group\u2019s financial statements to the UK adopted IFRS accounting standards. Below, we report the list of companies included in consolidated financial statements prepared by the Parent Company, MotorK Plc, as at 31 December 2022, indicating the share capital held by the Group. MotorK Italia Srl. is directly controlled by MotorK Plc. All the other subsidiaries are indirectly controlled. Name Country of incorporation and principal place of business Proportion of ownership interest at 2022 2021 2020 MotorK Italia Srl Italy 100% 100% 100% MotorK Spain Gestiones Comerciales Spain 100% 100% 100% MotorK Deutschland GmbH Germany 100% 100% 100% MotorK France Sarl France 100% 100% 100% For Business Srl Italy 100% 100% 100% MotorK Israel Ltd Israel 100% 100% \u2013 DealerK Technology Solutions, Unipessoal Lda Portugal 100% 100% \u2013 DriveK Italia S.r.l. Italy 100% 100% \u2013 FusionIT Belgium 100% \u2013 \u2013 FranceProNet SaS France 100% \u2013 \u2013 SFD SaS France 100% \u2013 \u2013 ICO International GmbH Germany 100% \u2013 \u2013 AutoXY SpA Italy 20% \u2013 \u2013 3W Net Sarl 1 France \u2013 \u2013 100% Fidcar SAS France \u2013 100% \u2013 Liotey Sarl France \u2013 100% \u2013 PDA DAPDA SL Spain \u2013 100% \u2013 DAPDA Media SL Spain \u2013 100% \u2013 DriveK France SAS France \u2013 100% \u2013 DriveK Solution SL Spain \u2013 100% \u2013 1 Merged into MotorK France starting from 1 June 2021. During the financial year 2022, the consolidation area changed as a result of the following operations: \u2022 On 1 February 2022, MotorK Group completed the acquisition of FranceProNet SAS and SFD SAS (together, \u201cFranceProNet\u201d), top-tier French digital agencies specialised in web solutions for the automotive sector. FranceProNet is a trusted partner to dealers seeking to unlock the full potential of digitalisation, providing them with web design and a highly specialised SEO-first approach refined over nearly 20 years, while also integrating training, digital marketing and lead generation services. The integration of such a company in MotorK Group will leverage the technological expertise and extensive local market knowledge to further reinforce the strategy of the Group. \u2022 On 31 May 2022, MotorK Group completed the acquisition of FusionIT (also known as \u201cCarflow\u201d) an automotive retail solutions provider that serves more than 400 car dealers and major automotive OEMs in Belgium, the Netherlands and Luxembourg. The acquisition of Carflow is consistent with MotorK\u2019s strategy to expand its operations into new markets. MotorK management believes that the deal will enhance the value for shareholders through the creation of a new commercial hub into the Benelux region and new attractive revenue cross-sell opportunities. \u2022 On 28 July 2022, MotorK Group completed the acquisition of ICO International GmbH (also known as \u201cWebmobil24\u201d) a German software provider of stock management solutions and e-commerce platforms to automotive dealers and OEMs. Over the past 20 years, Webmobil24 has established itself as a key player in the German automotive digital landscape thanks to its innovative offering which covers the entire spectrum of vehicle inventory management needs, leveraging the expansion of MotorK Group into the German market. This acquisition marked another decisive step in the development of MotorK\u2019s European footprint. \u2022 Merger of Fidcar SAS and Liotey Sarl into MotorK France and with accounting and tax effects effective from January 2021 aiming at simply the legal entities structure and organisations in France. \u2022 Merger of PDA DAPDA SL and DAPDA Media SL into MotorK Spain Gestiones Comerciales with accounting and tax effects effective from January 2021 aiming at simply the legal entities structure and organisations in Spain. \u2022 On 15 December 2022, MotorK Group has completed the selling of the DriveK business unit (classified as held for sale in the Annual Report prepared for the year ended 31 December 2021) to Gedi Gruppo Editoriale S.p.A (the \u201cBuyer\u201d). The transaction involved the contribution in-kind of the DriveK business unit (including the equity investments in DriveK France SAS and DriveK Solution SL) into Auto XY SpA (entity 100% controlled by Gedi Gruppo Editoriale S.p.A. ). The consideration received by MotorK Group was paid by the Buyer was partially in cash and partially through the transfer of the 20% of shares in AutoXY SpA. All the companies mentioned above are included in the consolidation financial statements from the date on which control is transferred to the Group or from the date in which they have been incorporated. The registered offices of the companies disclosed above is as follows: MotorK Italia Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy MotorK Spain Gestioness Comerciales Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain MotorK Deutschland GmbH Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany MotorK France Sarl 168, avenue Charles De Gaulle 9220 Neuilly-sur-Seine \u2013 Paris, France For Business Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy MotorK Israel Ltd 3 Arik Einstein St Herzliya, Israel DealerK Technology Solutions, Unipessoal Lda Avenida de Rep\u00fablica n50, 10 \u2013 1069 \u2013 211 Lisbon, Portugal DriveK Italia S.r.l. Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy FusionIT Mechelsesteenweg 203 box 2, 2018 Antwerp, Belgium ICO International GmbH Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany FranceProNet SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France SFD SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France AutoXY SpA via Maremonti n. 41\u2013 Lecce, Italy Subsidiaries The subsidiary companies are those companies that the Group controls. The Group controls a company when it is exposed to the variability of the company\u2019s results and has the power to influence these results through its power over the company. Generally, it is assumed that control exists when the Company directly or indirectly holds more than half of the voting rights, taking into account the potential exercised or converted voting rights. Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on which control is transferred to the Group. On the other hand, they are excluded from consolidation starting from the date on which this control is terminated. ",
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"value": "2.2 Subsidiaries of MotorK Plc included in the consolidated financial statements The consolidated financial statements include the financial statements of the Parent Company, MotorK plc, and its subsidiaries. Where necessary, specific adjustments were made at the consolidated level to standardise the Group\u2019s financial statements to the UK adopted IFRS accounting standards. Below, we report the list of companies included in consolidated financial statements prepared by the Parent Company, MotorK Plc, as at 31 December 2022, indicating the share capital held by the Group. MotorK Italia Srl. is directly controlled by MotorK Plc. All the other subsidiaries are indirectly controlled. Name Country of incorporation and principal place of business Proportion of ownership interest at 2022 2021 2020 MotorK Italia Srl Italy 100% 100% 100% MotorK Spain Gestiones Comerciales Spain 100% 100% 100% MotorK Deutschland GmbH Germany 100% 100% 100% MotorK France Sarl France 100% 100% 100% For Business Srl Italy 100% 100% 100% MotorK Israel Ltd Israel 100% 100% \u2013 DealerK Technology Solutions, Unipessoal Lda Portugal 100% 100% \u2013 DriveK Italia S.r.l. Italy 100% 100% \u2013 FusionIT Belgium 100% \u2013 \u2013 FranceProNet SaS France 100% \u2013 \u2013 SFD SaS France 100% \u2013 \u2013 ICO International GmbH Germany 100% \u2013 \u2013 AutoXY SpA Italy 20% \u2013 \u2013 3W Net Sarl 1 France \u2013 \u2013 100% Fidcar SAS France \u2013 100% \u2013 Liotey Sarl France \u2013 100% \u2013 PDA DAPDA SL Spain \u2013 100% \u2013 DAPDA Media SL Spain \u2013 100% \u2013 DriveK France SAS France \u2013 100% \u2013 DriveK Solution SL Spain \u2013 100% \u2013 1 Merged into MotorK France starting from 1 June 2021. During the financial year 2022, the consolidation area changed as a result of the following operations: \u2022 On 1 February 2022, MotorK Group completed the acquisition of FranceProNet SAS and SFD SAS (together, \u201cFranceProNet\u201d), top-tier French digital agencies specialised in web solutions for the automotive sector. FranceProNet is a trusted partner to dealers seeking to unlock the full potential of digitalisation, providing them with web design and a highly specialised SEO-first approach refined over nearly 20 years, while also integrating training, digital marketing and lead generation services. The integration of such a company in MotorK Group will leverage the technological expertise and extensive local market knowledge to further reinforce the strategy of the Group. \u2022 On 31 May 2022, MotorK Group completed the acquisition of FusionIT (also known as \u201cCarflow\u201d) an automotive retail solutions provider that serves more than 400 car dealers and major automotive OEMs in Belgium, the Netherlands and Luxembourg. The acquisition of Carflow is consistent with MotorK\u2019s strategy to expand its operations into new markets. MotorK management believes that the deal will enhance the value for shareholders through the creation of a new commercial hub into the Benelux region and new attractive revenue cross-sell opportunities. \u2022 On 28 July 2022, MotorK Group completed the acquisition of ICO International GmbH (also known as \u201cWebmobil24\u201d) a German software provider of stock management solutions and e-commerce platforms to automotive dealers and OEMs. Over the past 20 years, Webmobil24 has established itself as a key player in the German automotive digital landscape thanks to its innovative offering which covers the entire spectrum of vehicle inventory management needs, leveraging the expansion of MotorK Group into the German market. This acquisition marked another decisive step in the development of MotorK\u2019s European footprint. \u2022 Merger of Fidcar SAS and Liotey Sarl into MotorK France and with accounting and tax effects effective from January 2021 aiming at simply the legal entities structure and organisations in France. \u2022 Merger of PDA DAPDA SL and DAPDA Media SL into MotorK Spain Gestiones Comerciales with accounting and tax effects effective from January 2021 aiming at simply the legal entities structure and organisations in Spain. \u2022 On 15 December 2022, MotorK Group has completed the selling of the DriveK business unit (classified as held for sale in the Annual Report prepared for the year ended 31 December 2021) to Gedi Gruppo Editoriale S.p.A (the \u201cBuyer\u201d). The transaction involved the contribution in-kind of the DriveK business unit (including the equity investments in DriveK France SAS and DriveK Solution SL) into Auto XY SpA (entity 100% controlled by Gedi Gruppo Editoriale S.p.A. ). The consideration received by MotorK Group was paid by the Buyer was partially in cash and partially through the transfer of the 20% of shares in AutoXY SpA. All the companies mentioned above are included in the consolidation financial statements from the date on which control is transferred to the Group or from the date in which they have been incorporated. The registered offices of the companies disclosed above is as follows: MotorK Italia Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy MotorK Spain Gestioness Comerciales Calle Muntaner 305 Planta PR Puerta 2 \u2013 08021 \u2013 Barcelona, Spain MotorK Deutschland GmbH Destouchesstr. 68 \u2013 80796 \u2013 M\u00fcnchen, Germany MotorK France Sarl 168, avenue Charles De Gaulle 9220 Neuilly-sur-Seine \u2013 Paris, France For Business Srl Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy MotorK Israel Ltd 3 Arik Einstein St Herzliya, Israel DealerK Technology Solutions, Unipessoal Lda Avenida de Rep\u00fablica n50, 10 \u2013 1069 \u2013 211 Lisbon, Portugal DriveK Italia S.r.l. Via Ludovico D\u2019Aragona, 9 \u2013 20132 Milan, Italy FusionIT Mechelsesteenweg 203 box 2, 2018 Antwerp, Belgium ICO International GmbH Berner Stra\u00dfe 107 \u2013 60437 Frankfurt am Main, Germany FranceProNet SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France SFD SaS 61 Rue Pierre Cazeneuve \u2013 31200 Toulouse, France AutoXY SpA via Maremonti n. 41\u2013 Lecce, Italy ",
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"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory",
"language": "en",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-286": {
"value": "2.3 Basis for consolidation The criteria used by the Group to define the consolidation area and the relative consolidation principles are shown below. The financial statements of foreign companies are translated into euros using the functional currency concept, under which asset and liability items are translated at the closing rate. With the exception of income and expenses recognised directly in equity, equity is translated at historical rates. The resulting foreign exchange differences are recognised in other comprehensive income until disposal of the subsidiary concerned, and are presented as a separate item in equity. Subsidiaries The subsidiary companies are those companies that the Group controls. The Group controls a company when it is exposed to the variability of the company\u2019s results and has the power to influence these results through its power over the company. Generally, it is assumed that control exists when the Company directly or indirectly holds more than half of the voting rights, taking into account the potential exercised or converted voting rights. Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on which control is transferred to the Group. On the other hand, they are excluded from consolidation starting from the date on which this control is terminated. Associated companies Associates are companies over which the Group has significant influence, which is presumed to exist when the investment represents 20% to 50% of the voting rights. Investments in associated companies are valued according to the equity method. This evaluation criterion can be described as follows: i) the Group\u2019s profits and losses are accounted for from the date in which the significant influence or joint control started and until the date when it ended; if, as a result of the losses, the company valued using the method in question shows a negative shareholders\u2019 equity, the carrying amount of the investment is cancelled and any excess attributable to the Group, if the latter has committed itself to complying with legal or implicit obligations of the subsidiary company, or in any case covering its losses, is recorded in a specific fund; ii) unrealised gains and losses generated on transactions between the Parent Company and the subsidiary company valued using the equity method are eliminated based on the value of the Group\u2019s investment in the subsidiary; unrealised losses are eliminated, with the exception of cases in which they are representative of impairment. Assets held for disposal Non-current assets or disposal groups whose book value will be recovered mainly through sale rather than through their continuous use are classified as held for sale and are shown separately from other assets and liabilities in the consolidated statement of financial position. Non-current assets or disposal groups classified as held for sale are first recognised in accordance with the specific reference IFRS applicable to each asset and liability, and subsequently recognised at the lower of the carrying amount and the related fair value, net of sale costs. Any subsequent losses in value are recognised directly as an adjustment to current assets or disposal groups classified as held for sale with a balancing entry in the income statement. On the other hand, a reversal is recorded for each subsequent increase in the fair value of an asset less sales costs, but only up to the amount of the impairment loss previously recognised. In accordance with the provisions of IFRS 5 (Non-current assets held for sale and discontinued operations), non-current assets classified as held for sale or part of a group held for sale are not amortised. Financial charges and other expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognised. Business combinations Business combinations are recorded according to the acquisition method. According to this method: \u2022 the amount transferred in a business combination is measured at fair value, calculated as the sum of the fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and of the equity instruments issued in exchange for control of the acquired company. The charges ancillary to the transaction are recorded on the income statement at the time in which they are incurred; \u2022 the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or equity instruments relating to share-based payments of the acquired company or payments based on shares relating to the Group issued to replace contracts for the company acquired, and assets (or groups of assets and liabilities) held for sale, which are instead valued according to their relevant principle; \u2022 goodwill is calculated as the excess between the sum of the considerations transferred in the business combination, the value of the net equity pertaining to non-controlling interests and the fair value of any equity investment previously held in the company acquired compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets and liabilities acquired at the acquisition date exceeds the sum determined above, the excess is immediately recognised in the income statement as income deriving from the transaction; and \u2022 any considerations subject to conditions provided for by the business combination contract are valued at fair value on the acquisition date and included in the value of the amounts transferred in the business combination for the purpose of calculating the goodwill. ",
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"fact-282": {
"value": "2.3 Basis for consolidation The criteria used by the Group to define the consolidation area and the relative consolidation principles are shown below. The financial statements of foreign companies are translated into euros using the functional currency concept, under which asset and liability items are translated at the closing rate. With the exception of income and expenses recognised directly in equity, equity is translated at historical rates. The resulting foreign exchange differences are recognised in other comprehensive income until disposal of the subsidiary concerned, and are presented as a separate item in equity. Subsidiaries The subsidiary companies are those companies that the Group controls. The Group controls a company when it is exposed to the variability of the company\u2019s results and has the power to influence these results through its power over the company. Generally, it is assumed that control exists when the Company directly or indirectly holds more than half of the voting rights, taking into account the potential exercised or converted voting rights. Subsidiaries owned 100% (directly or indirectly) are consolidated using the integral method from the date on which control is transferred to the Group. On the other hand, they are excluded from consolidation starting from the date on which this control is terminated. Associated companies Associates are companies over which the Group has significant influence, which is presumed to exist when the investment represents 20% to 50% of the voting rights. Investments in associated companies are valued according to the equity method. This evaluation criterion can be described as follows: i) the Group\u2019s profits and losses are accounted for from the date in which the significant influence or joint control started and until the date when it ended; if, as a result of the losses, the company valued using the method in question shows a negative shareholders\u2019 equity, the carrying amount of the investment is cancelled and any excess attributable to the Group, if the latter has committed itself to complying with legal or implicit obligations of the subsidiary company, or in any case covering its losses, is recorded in a specific fund; ii) unrealised gains and losses generated on transactions between the Parent Company and the subsidiary company valued using the equity method are eliminated based on the value of the Group\u2019s investment in the subsidiary; unrealised losses are eliminated, with the exception of cases in which they are representative of impairment. 2. SUMMARY OF THE ACCOUNTING STANDARD USED CONTINUED Assets held for disposal Non-current assets or disposal groups whose book value will be recovered mainly through sale rather than through their continuous use are classified as held for sale and are shown separately from other assets and liabilities in the consolidated statement of financial position. Non-current assets or disposal groups classified as held for sale are first recognised in accordance with the specific reference IFRS applicable to each asset and liability, and subsequently recognised at the lower of the carrying amount and the related fair value, net of sale costs. Any subsequent losses in value are recognised directly as an adjustment to current assets or disposal groups classified as held for sale with a balancing entry in the income statement. On the other hand, a reversal is recorded for each subsequent increase in the fair value of an asset less sales costs, but only up to the amount of the impairment loss previously recognised. In accordance with the provisions of IFRS 5 (Non-current assets held for sale and discontinued operations), non-current assets classified as held for sale or part of a group held for sale are not amortised. Financial charges and other expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognised. Business combinations Business combinations are recorded according to the acquisition method. According to this method: \u2022 the amount transferred in a business combination is measured at fair value, calculated as the sum of the fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and of the equity instruments issued in exchange for control of the acquired company. The charges ancillary to the transaction are recorded on the income statement at the time in which they are incurred; \u2022 the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or equity instruments relating to share-based payments of the acquired company or payments based on shares relating to the Group issued to replace contracts for the company acquired, and assets (or groups of assets and liabilities) held for sale, which are instead valued according to their relevant principle; \u2022 goodwill is calculated as the excess between the sum of the considerations transferred in the business combination, the value of the net equity pertaining to non-controlling interests and the fair value of any equity investment previously held in the company acquired compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets and liabilities acquired at the acquisition date exceeds the sum determined above, the excess is immediately recognised in the income statement as income deriving from the transaction; and \u2022 any considerations subject to conditions provided for by the business combination contract are valued at fair value on the acquisition date and included in the value of the amounts transferred in the business combination for the purpose of calculating the goodwill. 3. GOING CONCERN In preparing the financial statements, management has applied going concern assumption based on its assessment of the Company\u2019s ability to continue as a going concern. In making such assessment, management has considered the strong cash position of the Group, the expectation of the Company\u2019s future performance and the excellent results in terms of growth of the year 2022. Management has prepared a Business Plan covering the period 2023-2027 showing that the company has the resources to cover its financial need for the foreseeable future. As per the Business Plan, during FY 2023 and 2024 it is forecasted to burn a certain amount of cash so that cash and cash equivalents at year end 31 December 2024 will land in a positive territory with 2024 showing a stabilization towards cash flow breakeven. Sensitivity analysis over a potential reduction of recurring revenue of respectively 10% and 20% have been prepared by management, showing that the Group has enough resources to cover its financial need, even in such conservative scenario, for the foreseeable future. Doing the going concern assessment management has also considered the potential impacts of the conflict between Russia and Ukraine, the increase of inflation rate, the increase of commodities prices and of cost of living in the markets where the Group operates. Such elements have been taken into account and reflected in the aforementioned Business Plan. Due to the nature of MotorK, key digital suppliers of our customers, management concluded that such elements does not have a significant impact on going concern assessment. 4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS APPLICABLE AT A FUTURE DATE 4.1 New standards and amendments effective from January 1, 2022 The following new standards and amendments effective from January 1, 2022, were adopted by the Group for the preparation of these Consolidated Financial Statements. In May 2020, the International Accounting Standards Board (IASB) issued amendments to IFRS 3 \u2013 Business combinations to update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. There was no effect from the adoption of these amendments. In May 2020, the IASB issued amendments to IAS 16 \u2013 Property, Plant and Equipment. The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company should recognise such sales proceeds and the related cost in the income statement. There was no effect from the adoption of these amendments. In May 2020, the IASB issued amendments to IAS 37 \u2013 Provisions, Contingent Liabilities and Contingent Assets, which specify which costs a company includes when assessing whether a contract will be loss-making. There was no effect from the adoption of these amendments. In May 2020, the IASB issued Annual Improvements to IFRSs 2018 \u2013 2020 Cycle. The improvements have amended four standards: i) IFRS 1 \u2013 First-time Adoption of International Financial Reporting Standards in relation to allowing a subsidiary to measure cumulative translation differences using amounts reported by its parent, ii) IFRS 9 \u2013 Financial Instruments in relation to which fees an entity includes when applying the \u201810%\u2019 test for derecognition of financial liabilities, iii) IAS 41 \u2013 Agriculture in relation to the exclusion of taxation cash flows when measuring the fair value of a biological asset, and iv) IFRS 16 \u2013 Leases in relation to an illustrative example of reimbursement for leasehold improvements. There was no effect from the adoption of these amendments. 4.2 New standards, amendments and interpretations not yet effective The standards, amendments and interpretations issued by the IASB that will have mandatory application in 2023 or subsequent years are listed below: In May 2017, the IASB issued IFRS 17 \u2013 Insurance Contracts, which establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts issued as well as guidance relating to reinsurance contracts held and investment contracts with discretionary participation features issued. In June 2020 the IASB issued amendments to IFRS 17 aimed at helping companies implement IFRS 17 and make it easier for companies to explain their financial performance. The new standard and amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In February 2021, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies which require companies to disclose their material accounting policy information rather than their significant accounting policies and provide guidance on how to apply the concept of materiality to accounting policy disclosures. These amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In February 2021, the IASB issued amendments to IAS 8 \u2013 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates which clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. These amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In May 2021, the IASB issued amendments to IAS 12 \u2013 Income Taxes: Deferred Tax related to Assets and Liabilities Arising From a Single Transaction that clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. These amendments are effective on or after January 1, 2023. The Group does not expect any material impact from the adoption of these amendments. 4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS APPLICABLE AT A FUTURE DATE In December 2021, the IASB issued an amendments to IFRS 17 \u2013 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 \u2013 Comparative Information, which provides a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements. The amendment is effective on or after January 1 2023. The Group does not expect any material impact from the adoption of this amendment. In September 2022, the IASB issued amendments to IFRS 16 \u2013 Leases: Liability in a sale and leaseback to improve the requirements for sale and leaseback transactions, which specify the measurement of the liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right-of-use it retains. These amendments are effective on or after January 1 2024. The Group does not expect any material impact from the adoption of these amendments. In October 2022, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Non-current Liabilities with Covenants, that clarify how conditions with which an entity must comply within 12 months after the reporting period affect the classification of a liability. These amendments are effective on or after January 1 2024. The Group does not expect any material impact from the adoption of these amendments. In January 2020, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current to clarify how to classify debt and other liabilities as current or non-current, and in particular how to classify liabilities with an uncertain settlement date and liabilities that may be settled by converting to equity. These amendments are effective on or after January 1, 2024. The Group does not expect any material impact from the adoption of these amendments. 5. ACCOUNTING POLICIES Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below). The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows: Intangible asset Useful economic life Valuation method Contractual relationships 7/8/10/12/15 years Estimated discounted cash flow Trademark 5/6 years Relief-from-Royalty method Internally generated intangible assets (development costs) Expenditure on internally developed products is capitalised if it can be demonstrated that: 1. it is technically feasible to develop the product for it to be sold; 2. adequate resources are available to complete the development; 3. there is an intention to complete and sell the product; 4. the Group is able to sell the product; 5. sale of the product will generate future economic benefits; and 6. expenditure on the project can be measured reliably. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed (three years). Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred. Development costs incurred on an existing assets are capitalized only in case such costs increment the functionality of the asset. 5. ACCOUNTING POLICIES CONTINUED Goodwill Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non- controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date. Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: Leasehold improvements \u2013 20% straight-line basis Fixtures & fittings \u2013 16% straight-line basis Motor vehicles \u2013 25% straight-line basis Computer equipment \u2013 20% straight-line basis Leases All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets; and leases with a duration of 12 months or less. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: amounts expected to be payable under any residual value guarantee; the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option; and any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for: lease payments made at or before commencement of the lease; initial direct costs incurred; and the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset. Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. 5. ACCOUNTING POLICIES CONTINUED Impairment of property, plant and machinery, right of use assets and intangible assets with a finite useful life At each balance sheet date, the Group assesses the existence of indicators reducing the value of property, plant and machinery, right of use assets and intangible assets with a finite useful life not fully amortised. If such indicators are found, the recoverable value of the assets is estimated, with any depreciation with respect to the relative book value being recorded on the income statement. Recoverable value is defined as the greater of either the fair value, less the disposal costs, or the relative value in use, understood as the actual value of the future cash flows for that asset. For an asset that does not generate largely independent cash flows, the value is determined in relation to the cash generating unit (CGU) to which the asset belongs. When calculating the value in use, the expected future cash flows are discounted using a rate that reflects the current market assessments of the cost of money in relation to the period of the investment and risks specific to the asset. A reduction in value is recognised in the income statement when the carrying value of the asset is higher than the recoverable value. If the conditions for a write-down previously carried out no longer subsist, the carrying amount of the asset is restored through registration on the income statement, within the limits of the carrying value that the asset in question would have had if the write-down had never been done and the amortisations had been carried out. Impairment of non-financial assets with indefinite useful economic lives Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its CGUs. Goodwill is allocated on initial recognition to each of the Group\u2019s CGUs that are expected to benefit from a business combination that gives rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed. Foreign currency The Group\u2019s consolidated financial statements are presented in euros, which is also the parent company\u2019s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method. Transactions and balances Transactions in foreign currencies are initially recorded by the Group\u2019s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group\u2019s net investment in a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recognised in OCI. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration. 5. ACCOUNTING POLICIES CONTINUED Group companies On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. Financial assets The Group\u2019s financial assets are classified on the basis of the business model adopted to manage them and the characteristics of the related cash flows. a) Financial assets valued at amortised cost Financial assets that have been verified to meet the following requirements are classified in this category: (i) the asset is held within a business model whose objective is possession of the asset to collect contractual financial flows; and (ii) the contractual terms of the asset include cash flows represented solely by payments of principal and interest on the principal amount to be repaid. These are receivables from customers, loans other receivables and cash and cash equivalent. Trade receivables that do not contain a significant financial component are recognised at the price defined for the related transaction (determined in accordance with the provisions of IFRS 15 \u2013 Revenues from customer contracts). Other receivables and loans are initially recognised in the financial statements at their fair value increased by any directly attributable accessory costs to the transactions that generated them. At the time of subsequent measurement, financial assets were shown at amortised cost, with the exception of loans that do not contain a significant financial component, using the effective interest rate. The effects of this measurement are recognised as a financial income component. The Group values receivables by adopting an expected loss impairment model. For trade receivables the Group adopts a simplified approach which does not require periodic changes to the credit risk to be reported, but rather an expected credit loss (ECL) calculated on the entire ECL lifetime to be recorded. In particular, the policy implemented by the Group involves the stratification of receivables, which are broken down by homogeneous risk categories. Different write-down percentages are applied to these categories, which reflect the likelihood of them being recovered. These are based on historical percentages and on any forward-looking data, which may impact the reasonable likelihood of them being recovered. Trade receivables are written down in full if they are not reasonably likely to be recovered (e.g. overdue past a certain point, bankruptcy and/or start of legal action). Write-downs carried out in accordance with IFRS 9 are recognised in the consolidated income statement net of any positive effects related to releases or restorations of value and are represented under operating costs. b) Financial assets at fair value recognised through the consolidated income statement (FVPL) Financial assets that are not classified in any of the previous categories (i.e. residual category) are classified in this category. These are mainly derivative instruments. All derivative financial instruments are measured at fair value. Derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, its effectiveness can be reliably measured and it is highly effective throughout the financial reporting periods for which it is designated. If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognised immediately within financial expenses. Assets belonging to this category are recorded at fair value upon initial recognition. Ancillary costs incurred on recognition of the asset are immediately recognised in the consolidated income statement. On subsequent measurement, FVPL financial assets are measured at fair value. 5. ACCOUNTING POLICIES CONTINUED Gains and losses arising from changes in fair value are recognised in the consolidated income statement in the period in which they are recognised under \u201cGains (losses) from assets measured at fair value\u201d. Purchases and disposals of financial assets are accounted for at the settlement date. Financial assets are derecognised when the related contractual rights expire, or when the Group transfers all the risks and benefits of ownership of the financial asset. Cash and cash balances Cash and cash equivalents include cash, bank current accounts, deposits repayable on request and other short-term and highly liquid financial investments that are readily convertible into cash, or convertible into cash within 90 days of the original acquisition date, and are subject to a low risk of changes in value. Financial liabilities Financial liabilities include financial payables, payables for leases, trade payables, provisions and other payables. Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest rate method. If there is a change in the expected cash flows, the value of the liabilities is recalculated to reflect this change based on the current value of the new expected cash flows and the initially determined internal rate of return. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if they are paid within one year of the balance sheet date. Otherwise, these payables are classified as non-current liabilities. Trade and other payables are initially recognised at fair value and subsequently measured using the amortised cost method. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinction and the recognition of a new liability if the contractual terms are substantially different. The terms are considerably different if the actualised value of the financial flow under the new terms, including any fee paid net of the fee received and actualised using the original interest rate, are at least 10% different from the actualised value of the remaining financial flows of the original financial liability. If the exchange of debt instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded as income or losses associated with the extinction. If the exchange or modification are not recognised as extinction, any costs or fees sustained will adjust the accounting value of the liability and will be amortised over the remaining term of the liability in question. Employee benefits liabilities Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code is a deferred compensation and is based on the years of service of the employee and on the compensation received during the year of service. According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the years of service of the employees and on the taxable remuneration earned by the employee during the service year, i.e., the capital accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or resignation. During 2022, there were no special events, such as restructuring plans, reductions or regulations during the reference period. The current value of the fund is calculated using the Projected Unit Credit Method (present value of future performance). The obligations related to the staff severance indemnity are assessed annually by a qualified actuary. Costs for current services are recognised as \u201cPersonnel costs\u201d. The Group determines the financial charges by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the defined benefit obligation. 5. ACCOUNTING POLICIES CONTINUED Measurement of the liabilities for employee benefits, which include income from the obligation for defined benefits are immediately recognised in other comprehensive income. When the benefits of a plan are changed or when a plan is reduced, the resulting benefit in the benefit that relates to past service or the gain or loss on the reduction is immediately recognised as \u201cPersonnel costs\u201d. Share-based payments The Group provides share-based payment arrangements to certain employees. Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period. Assets held for sale and discontinued operations The Group classifies assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 24. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. Revenue from contract with customers The Group is a software as a service (SaaS) provider for the automotive retail industry empowering car dealers and original equipment manufacturers (OEMs) to improve their customer experience through a broad suite of fully integrated digital products and services. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenues from cloud-based SaaS platforms Cloud-based SaaS platforms contracts are long term contracts providing a fixed recurring fee invoiced periodically depending on the payment cadence agreed in the contract (monthly, quarterly, annually). Following the assessment made by top management two separate performance obligations were identified in the contracts: \u2022 The selling of the \u201cright to use IP\u201d to the client for which the performance obligation is satisfied point in time (when access to the product is granted to the customers). \u2022 The post-contract customer support related to costs incurred to maintain the platform live for which the revenues are recorded overtime on the duration of the contracts. In determining the transaction price, the Group considers the effects of variable consideration, discounts, existence of a significant financing component, non-cash consideration, and consideration payable to the customer (if any). None of these elements have a significant impact on the transaction price. 5. ACCOUNTING POLICIES CONTINUED Revenues from \u201clead generation\u201d services are recognised point in time in the moment in which the leads are generated for our customers. Such revenue are not related to cloud-based SaaS platforms contracts. The identification of such performance obligation is not a key judgment. Digital marketing revenue are recognised point in time in the month where the marketing campaign has been provided to the customer and therefore the service is rendered. The identification of such performance obligation is not a key judgment. Other revenue mainly refers to training activities, which is recognised when the training has been delivered and recognised point in time. Contract balance a) Contract assets A contract asset is initially recognised when the right of the use IP is transferred to the customers point in time. After initial recognition on a monthly, quarterly or annual basis (depending on the contracts conditions) the amount recognised as contract assets is reclassified to trade receivables when the invoice is issued. Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets. b) Contract liabilities A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer). Earnings per share Basic earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares. Diluted earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares. For the purposes of the calculation of diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming that rights having potential dilutive effects are exercised by all the grantees of such rights, and the result attributable to the owners of the parent is adjusted to take into account the effects, if any, net of tax, of the exercise of those rights. Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: \u2022 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and \u2022 investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: \u2022 the same taxable Group company; or \u2022 different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. 6. OPERATING SEGMENTS Following the selling of the DriveK business completed in December 2022 (and classified as a discontinued operation in the previous years), the Group has determined that it has one operating and reportable segment based on the information reviewed by its Board of Directors in making decisions regarding allocation of resources and to assess performance. Non-current assets, which consist of property, plant and equipment and intangible assets, excluding goodwill, are substantially located in Italy. 7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the Group\u2019s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Judgements In the process of applying the Group\u2019s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements: Calculation of Adjusted EBITDA Due to its nature not strictly inherent to the business performance of the Group, management has identified as exceptional costs for the definition of Adjusted EBITDA the following elements: \u2022 external costs related to M&A as one-off transactions and, as a consequence, costs not strictly inherent to the performance of the business; \u2022 external costs incurred for one-off projects that will not be repeated in the future; \u2022 severance indemnity costs paid to employees who left the company and that the Group will not incur in the future (one-off costs); \u2022 contingent considerations related to the acquisition made that are automatically forfeited if key employees terminate as one-off transaction related to M&A acquisition. \u2022 stock option plan costs as non-cash transactions. Development costs The Group capitalizes costs for product development projects. Initial capitalization of costs is based on management\u2019s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. Further disclosure is provided in Note 13. In making judgment and assumptions we have considered climate-related matters and concluded that such matters have no material impact on our business and the assumptions impact on the financial statements. ESTIMATES AND ASSUMPTIONS The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Revenue recognition of SaaS platform contracts Revenues related to the SaaS platform contracts value are split into two separate performance obligations: i) revenue recognized point in time in the moment in which the access to the platform is granted to the customer and ii) revenue related to post-contract support activities. The allocation of the contract consideration on the two different performance obligations is considered by management a critical accounting estimates as it based on available historical data and future assumptions. The most significant portion of the consideration is allocated to the performance obligation related to the access to the platform. Revenue related to post-contract support activities are estimated on the basis of historical trends of basic maintenance, bug-fixing and hosting costs. A different estimation of the allocation of the customer consideration on the two performance obligations may have an impact in terms of higher or lower revenue to be deferred into the next years and consequently on the revenue booked during the year 2022. Impairment of non-financial assets Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm\u2019s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived 7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONTINUED from the business plan for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 13. Share-based payments Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses the Black and Scholes Model. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 23. ",
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"value": "Associated companies Associates are companies over which the Group has significant influence, which is presumed to exist when the investment represents 20% to 50% of the voting rights. Investments in associated companies are valued according to the equity method. This evaluation criterion can be described as follows: i) the Group\u2019s profits and losses are accounted for from the date in which the significant influence or joint control started and until the date when it ended; if, as a result of the losses, the company valued using the method in question shows a negative shareholders\u2019 equity, the carrying amount of the investment is cancelled and any excess attributable to the Group, if the latter has committed itself to complying with legal or implicit obligations of the subsidiary company, or in any case covering its losses, is recorded in a specific fund; ii) unrealised gains and losses generated on transactions between the Parent Company and the subsidiary company valued using the equity method are eliminated based on the value of the Group\u2019s investment in the subsidiary; unrealised losses are eliminated, with the exception of cases in which they are representative of impairment. ",
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"value": "Assets held for disposal Non-current assets or disposal groups whose book value will be recovered mainly through sale rather than through their continuous use are classified as held for sale and are shown separately from other assets and liabilities in the consolidated statement of financial position. Non-current assets or disposal groups classified as held for sale are first recognised in accordance with the specific reference IFRS applicable to each asset and liability, and subsequently recognised at the lower of the carrying amount and the related fair value, net of sale costs. Any subsequent losses in value are recognised directly as an adjustment to current assets or disposal groups classified as held for sale with a balancing entry in the income statement. On the other hand, a reversal is recorded for each subsequent increase in the fair value of an asset less sales costs, but only up to the amount of the impairment loss previously recognised. In accordance with the provisions of IFRS 5 (Non-current assets held for sale and discontinued operations), non-current assets classified as held for sale or part of a group held for sale are not amortised. Financial charges and other expenses attributable to the liabilities of a disposal group classified as held for sale must continue to be recognised. ",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-361": {
"value": "Business combinations Business combinations are recorded according to the acquisition method. According to this method: \u2022 the amount transferred in a business combination is measured at fair value, calculated as the sum of the fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and of the equity instruments issued in exchange for control of the acquired company. The charges ancillary to the transaction are recorded on the income statement at the time in which they are incurred; \u2022 the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or equity instruments relating to share-based payments of the acquired company or payments based on shares relating to the Group issued to replace contracts for the company acquired, and assets (or groups of assets and liabilities) held for sale, which are instead valued according to their relevant principle; \u2022 goodwill is calculated as the excess between the sum of the considerations transferred in the business combination, the value of the net equity pertaining to non-controlling interests and the fair value of any equity investment previously held in the company acquired compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets and liabilities acquired at the acquisition date exceeds the sum determined above, the excess is immediately recognised in the income statement as income deriving from the transaction; and \u2022 any considerations subject to conditions provided for by the business combination contract are valued at fair value on the acquisition date and included in the value of the amounts transferred in the business combination for the purpose of calculating the goodwill. ",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-331": {
"value": "Business combinations Business combinations are recorded according to the acquisition method. According to this method: \u2022 the amount transferred in a business combination is measured at fair value, calculated as the sum of the fair value of the assets transferred and of the liabilities assumed by the Group on the acquisition date and of the equity instruments issued in exchange for control of the acquired company. The charges ancillary to the transaction are recorded on the income statement at the time in which they are incurred; \u2022 the identifiable assets and the liabilities acquired are recognised at fair value at the acquisition date; an exception is deferred tax assets and liabilities, assets and liabilities for employee benefits, liabilities or equity instruments relating to share-based payments of the acquired company or payments based on shares relating to the Group issued to replace contracts for the company acquired, and assets (or groups of assets and liabilities) held for sale, which are instead valued according to their relevant principle; \u2022 goodwill is calculated as the excess between the sum of the considerations transferred in the business combination, the value of the net equity pertaining to non-controlling interests and the fair value of any equity investment previously held in the company acquired compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets and liabilities acquired at the acquisition date exceeds the sum determined above, the excess is immediately recognised in the income statement as income deriving from the transaction; and \u2022 any considerations subject to conditions provided for by the business combination contract are valued at fair value on the acquisition date and included in the value of the amounts transferred in the business combination for the purpose of calculating the goodwill. ",
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"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-287": {
"value": "3. GOING CONCERN In preparing the financial statements, management has applied going concern assumption based on its assessment of the Company\u2019s ability to continue as a going concern. In making such assessment, management has considered the strong cash position of the Group, the expectation of the Company\u2019s future performance and the excellent results in terms of growth of the year 2022. Management has prepared a Business Plan covering the period 2023-2027 showing that the company has the resources to cover its financial need for the foreseeable future. As per the Business Plan, during FY 2023 and 2024 it is forecasted to burn a certain amount of cash so that cash and cash equivalents at year end 31 December 2024 will land in a positive territory with 2024 showing a stabilization towards cash flow breakeven. Sensitivity analysis over a potential reduction of recurring revenue of respectively 10% and 20% have been prepared by management, showing that the Group has enough resources to cover its financial need, even in such conservative scenario, for the foreseeable future. Doing the going concern assessment management has also considered the potential impacts of the conflict between Russia and Ukraine, the increase of inflation rate, the increase of commodities prices and of cost of living in the markets where the Group operates. Such elements have been taken into account and reflected in the aforementioned Business Plan. Due to the nature of MotorK, key digital suppliers of our customers, management concluded that such elements does not have a significant impact on going concern assessment. ",
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"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
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"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-288": {
"value": "4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS APPLICABLE AT A FUTURE DATE 4.1 New standards and amendments effective from January 1, 2022 The following new standards and amendments effective from January 1, 2022, were adopted by the Group for the preparation of these Consolidated Financial Statements. In May 2020, the International Accounting Standards Board (IASB) issued amendments to IFRS 3 \u2013 Business combinations to update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. There was no effect from the adoption of these amendments. In May 2020, the IASB issued amendments to IAS 16 \u2013 Property, Plant and Equipment. The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company should recognise such sales proceeds and the related cost in the income statement. There was no effect from the adoption of these amendments. In May 2020, the IASB issued amendments to IAS 37 \u2013 Provisions, Contingent Liabilities and Contingent Assets, which specify which costs a company includes when assessing whether a contract will be loss-making. There was no effect from the adoption of these amendments. In May 2020, the IASB issued Annual Improvements to IFRSs 2018 \u2013 2020 Cycle. The improvements have amended four standards: i) IFRS 1 \u2013 First-time Adoption of International Financial Reporting Standards in relation to allowing a subsidiary to measure cumulative translation differences using amounts reported by its parent, ii) IFRS 9 \u2013 Financial Instruments in relation to which fees an entity includes when applying the \u201810%\u2019 test for derecognition of financial liabilities, iii) IAS 41 \u2013 Agriculture in relation to the exclusion of taxation cash flows when measuring the fair value of a biological asset, and iv) IFRS 16 \u2013 Leases in relation to an illustrative example of reimbursement for leasehold improvements. There was no effect from the adoption of these amendments. 4.2 New standards, amendments and interpretations not yet effective The standards, amendments and interpretations issued by the IASB that will have mandatory application in 2023 or subsequent years are listed below: In May 2017, the IASB issued IFRS 17 \u2013 Insurance Contracts, which establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts issued as well as guidance relating to reinsurance contracts held and investment contracts with discretionary participation features issued. In June 2020 the IASB issued amendments to IFRS 17 aimed at helping companies implement IFRS 17 and make it easier for companies to explain their financial performance. The new standard and amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In February 2021, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies which require companies to disclose their material accounting policy information rather than their significant accounting policies and provide guidance on how to apply the concept of materiality to accounting policy disclosures. These amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In February 2021, the IASB issued amendments to IAS 8 \u2013 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates which clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. These amendments are effective on or after January 1 2023. The Group does not expect any material impact from the adoption of these amendments. In May 2021, the IASB issued amendments to IAS 12 \u2013 Income Taxes: Deferred Tax related to Assets and Liabilities Arising From a Single Transaction that clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. These amendments are effective on or after January 1, 2023. The Group does not expect any material impact from the adoption of these amendments. 4. ACCOUNTING STANDARDS IN FORCE FROM 1 JANUARY 2022 AND INTERPRETATIONS APPLICABLE AT A FUTURE DATE In December 2021, the IASB issued an amendments to IFRS 17 \u2013 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 \u2013 Comparative Information, which provides a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements. The amendment is effective on or after January 1 2023. The Group does not expect any material impact from the adoption of this amendment. In September 2022, the IASB issued amendments to IFRS 16 \u2013 Leases: Liability in a sale and leaseback to improve the requirements for sale and leaseback transactions, which specify the measurement of the liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right-of-use it retains. These amendments are effective on or after January 1 2024. The Group does not expect any material impact from the adoption of these amendments. In October 2022, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Non-current Liabilities with Covenants, that clarify how conditions with which an entity must comply within 12 months after the reporting period affect the classification of a liability. These amendments are effective on or after January 1 2024. The Group does not expect any material impact from the adoption of these amendments. In January 2020, the IASB issued amendments to IAS 1 \u2013 Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current to clarify how to classify debt and other liabilities as current or non-current, and in particular how to classify liabilities with an uncertain settlement date and liabilities that may be settled by converting to equity. These amendments are effective on or after January 1, 2024. The Group does not expect any material impact from the adoption of these amendments. ",
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"value": "5. ACCOUNTING POLICIES Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below). The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows: Intangible asset Useful economic life Valuation method Contractual relationships 7/8/10/12/15 years Estimated discounted cash flow Trademark 5/6 years Relief-from-Royalty method Internally generated intangible assets (development costs) Expenditure on internally developed products is capitalised if it can be demonstrated that: 1. it is technically feasible to develop the product for it to be sold; 2. adequate resources are available to complete the development; 3. there is an intention to complete and sell the product; 4. the Group is able to sell the product; 5. sale of the product will generate future economic benefits; and 6. expenditure on the project can be measured reliably. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed (three years). Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred. Development costs incurred on an existing assets are capitalized only in case such costs increment the functionality of the asset. ",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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},
"fact-289": {
"value": "5. ACCOUNTING POLICIES Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below). The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows: Intangible asset Useful economic life Valuation method Contractual relationships 7/8/10/12/15 years Estimated discounted cash flow Trademark 5/6 years Relief-from-Royalty method Internally generated intangible assets (development costs) Expenditure on internally developed products is capitalised if it can be demonstrated that: 1. it is technically feasible to develop the product for it to be sold; 2. adequate resources are available to complete the development; 3. there is an intention to complete and sell the product; 4. the Group is able to sell the product; 5. sale of the product will generate future economic benefits; and 6. expenditure on the project can be measured reliably. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed (three years). Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred. Development costs incurred on an existing assets are capitalized only in case such costs increment the functionality of the asset. Goodwill Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non- controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-333": {
"value": "Goodwill Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non- controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-290": {
"value": "Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: Leasehold improvements \u2013 20% straight-line basis Fixtures & fittings \u2013 16% straight-line basis Motor vehicles \u2013 25% straight-line basis Computer equipment \u2013 20% straight-line basis ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-334": {
"value": "Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: Leasehold improvements \u2013 20% straight-line basis Fixtures & fittings \u2013 16% straight-line basis Motor vehicles \u2013 25% straight-line basis Computer equipment \u2013 20% straight-line basis ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-291": {
"value": "Leases All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets; and leases with a duration of 12 months or less. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: amounts expected to be payable under any residual value guarantee; the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option; and any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for: lease payments made at or before commencement of the lease; initial direct costs incurred; and the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset. Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-335": {
"value": "Impairment of property, plant and machinery, right of use assets and intangible assets with a finite useful life At each balance sheet date, the Group assesses the existence of indicators reducing the value of property, plant and machinery, right of use assets and intangible assets with a finite useful life not fully amortised. If such indicators are found, the recoverable value of the assets is estimated, with any depreciation with respect to the relative book value being recorded on the income statement. Recoverable value is defined as the greater of either the fair value, less the disposal costs, or the relative value in use, understood as the actual value of the future cash flows for that asset. For an asset that does not generate largely independent cash flows, the value is determined in relation to the cash generating unit (CGU) to which the asset belongs. When calculating the value in use, the expected future cash flows are discounted using a rate that reflects the current market assessments of the cost of money in relation to the period of the investment and risks specific to the asset. A reduction in value is recognised in the income statement when the carrying value of the asset is higher than the recoverable value. If the conditions for a write-down previously carried out no longer subsist, the carrying amount of the asset is restored through registration on the income statement, within the limits of the carrying value that the asset in question would have had if the write-down had never been done and the amortisations had been carried out. Impairment of non-financial assets with indefinite useful economic lives Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its CGUs. Goodwill is allocated on initial recognition to each of the Group\u2019s CGUs that are expected to benefit from a business combination that gives rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-292": {
"value": "Impairment of property, plant and machinery, right of use assets and intangible assets with a finite useful life At each balance sheet date, the Group assesses the existence of indicators reducing the value of property, plant and machinery, right of use assets and intangible assets with a finite useful life not fully amortised. If such indicators are found, the recoverable value of the assets is estimated, with any depreciation with respect to the relative book value being recorded on the income statement. Recoverable value is defined as the greater of either the fair value, less the disposal costs, or the relative value in use, understood as the actual value of the future cash flows for that asset. For an asset that does not generate largely independent cash flows, the value is determined in relation to the cash generating unit (CGU) to which the asset belongs. When calculating the value in use, the expected future cash flows are discounted using a rate that reflects the current market assessments of the cost of money in relation to the period of the investment and risks specific to the asset. A reduction in value is recognised in the income statement when the carrying value of the asset is higher than the recoverable value. If the conditions for a write-down previously carried out no longer subsist, the carrying amount of the asset is restored through registration on the income statement, within the limits of the carrying value that the asset in question would have had if the write-down had never been done and the amortisations had been carried out. Impairment of non-financial assets with indefinite useful economic lives Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its CGUs. Goodwill is allocated on initial recognition to each of the Group\u2019s CGUs that are expected to benefit from a business combination that gives rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-293": {
"value": "Foreign currency The Group\u2019s consolidated financial statements are presented in euros, which is also the parent company\u2019s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method. Transactions and balances Transactions in foreign currencies are initially recorded by the Group\u2019s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group\u2019s net investment in a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recognised in OCI. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration. Group companies On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-336": {
"value": "Foreign currency The Group\u2019s consolidated financial statements are presented in euros, which is also the parent company\u2019s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-294": {
"value": "Financial assets The Group\u2019s financial assets are classified on the basis of the business model adopted to manage them and the characteristics of the related cash flows. a) Financial assets valued at amortised cost Financial assets that have been verified to meet the following requirements are classified in this category: (i) the asset is held within a business model whose objective is possession of the asset to collect contractual financial flows; and (ii) the contractual terms of the asset include cash flows represented solely by payments of principal and interest on the principal amount to be repaid. These are receivables from customers, loans other receivables and cash and cash equivalent. Trade receivables that do not contain a significant financial component are recognised at the price defined for the related transaction (determined in accordance with the provisions of IFRS 15 \u2013 Revenues from customer contracts). Other receivables and loans are initially recognised in the financial statements at their fair value increased by any directly attributable accessory costs to the transactions that generated them. At the time of subsequent measurement, financial assets were shown at amortised cost, with the exception of loans that do not contain a significant financial component, using the effective interest rate. The effects of this measurement are recognised as a financial income component. The Group values receivables by adopting an expected loss impairment model. For trade receivables the Group adopts a simplified approach which does not require periodic changes to the credit risk to be reported, but rather an expected credit loss (ECL) calculated on the entire ECL lifetime to be recorded. In particular, the policy implemented by the Group involves the stratification of receivables, which are broken down by homogeneous risk categories. Different write-down percentages are applied to these categories, which reflect the likelihood of them being recovered. These are based on historical percentages and on any forward-looking data, which may impact the reasonable likelihood of them being recovered. Trade receivables are written down in full if they are not reasonably likely to be recovered (e.g. overdue past a certain point, bankruptcy and/or start of legal action). Write-downs carried out in accordance with IFRS 9 are recognised in the consolidated income statement net of any positive effects related to releases or restorations of value and are represented under operating costs. b) Financial assets at fair value recognised through the consolidated income statement (FVPL) Financial assets that are not classified in any of the previous categories (i.e. residual category) are classified in this category. These are mainly derivative instruments. All derivative financial instruments are measured at fair value. Derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, its effectiveness can be reliably measured and it is highly effective throughout the financial reporting periods for which it is designated. If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognised immediately within financial expenses. Assets belonging to this category are recorded at fair value upon initial recognition. Ancillary costs incurred on recognition of the asset are immediately recognised in the consolidated income statement. On subsequent measurement, FVPL financial assets are measured at fair value. Gains and losses arising from changes in fair value are recognised in the consolidated income statement in the period in which they are recognised under \u201cGains (losses) from assets measured at fair value\u201d. Purchases and disposals of financial assets are accounted for at the settlement date. Financial assets are derecognised when the related contractual rights expire, or when the Group transfers all the risks and benefits of ownership of the financial asset. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-337": {
"value": "a) Financial assets valued at amortised cost Financial assets that have been verified to meet the following requirements are classified in this category: (i) the asset is held within a business model whose objective is possession of the asset to collect contractual financial flows; and (ii) the contractual terms of the asset include cash flows represented solely by payments of principal and interest on the principal amount to be repaid. These are receivables from customers, loans other receivables and cash and cash equivalent. Trade receivables that do not contain a significant financial component are recognised at the price defined for the related transaction (determined in accordance with the provisions of IFRS 15 \u2013 Revenues from customer contracts). Other receivables and loans are initially recognised in the financial statements at their fair value increased by any directly attributable accessory costs to the transactions that generated them. At the time of subsequent measurement, financial assets were shown at amortised cost, with the exception of loans that do not contain a significant financial component, using the effective interest rate. The effects of this measurement are recognised as a financial income component. The Group values receivables by adopting an expected loss impairment model. For trade receivables the Group adopts a simplified approach which does not require periodic changes to the credit risk to be reported, but rather an expected credit loss (ECL) calculated on the entire ECL lifetime to be recorded. In particular, the policy implemented by the Group involves the stratification of receivables, which are broken down by homogeneous risk categories. Different write-down percentages are applied to these categories, which reflect the likelihood of them being recovered. These are based on historical percentages and on any forward-looking data, which may impact the reasonable likelihood of them being recovered. Trade receivables are written down in full if they are not reasonably likely to be recovered (e.g. overdue past a certain point, bankruptcy and/or start of legal action). Write-downs carried out in accordance with IFRS 9 are recognised in the consolidated income statement net of any positive effects related to releases or restorations of value and are represented under operating costs. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-362": {
"value": "b) Financial assets at fair value recognised through the consolidated income statement (FVPL) Financial assets that are not classified in any of the previous categories (i.e. residual category) are classified in this category. These are mainly derivative instruments. All derivative financial instruments are measured at fair value. Derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, its effectiveness can be reliably measured and it is highly effective throughout the financial reporting periods for which it is designated. If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognised immediately within financial expenses. Assets belonging to this category are recorded at fair value upon initial recognition. Ancillary costs incurred on recognition of the asset are immediately recognised in the consolidated income statement. On subsequent measurement, FVPL financial assets are measured at fair value. Gains and losses arising from changes in fair value are recognised in the consolidated income statement in the period in which they are recognised under \u201cGains (losses) from assets measured at fair value\u201d. Purchases and disposals of financial assets are accounted for at the settlement date. Financial assets are derecognised when the related contractual rights expire, or when the Group transfers all the risks and benefits of ownership of the financial asset. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-338": {
"value": "Gains and losses arising from changes in fair value are recognised in the consolidated income statement in the period in which they are recognised under \u201cGains (losses) from assets measured at fair value\u201d. Purchases and disposals of financial assets are accounted for at the settlement date. Financial assets are derecognised when the related contractual rights expire, or when the Group transfers all the risks and benefits of ownership of the financial asset. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-295": {
"value": "Cash and cash balances Cash and cash equivalents include cash, bank current accounts, deposits repayable on request and other short-term and highly liquid financial investments that are readily convertible into cash, or convertible into cash within 90 days of the original acquisition date, and are subject to a low risk of changes in value. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-296": {
"value": "Financial liabilities Financial liabilities include financial payables, payables for leases, trade payables, provisions and other payables. Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest rate method. If there is a change in the expected cash flows, the value of the liabilities is recalculated to reflect this change based on the current value of the new expected cash flows and the initially determined internal rate of return. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if they are paid within one year of the balance sheet date. Otherwise, these payables are classified as non-current liabilities. Trade and other payables are initially recognised at fair value and subsequently measured using the amortised cost method. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinction and the recognition of a new liability if the contractual terms are substantially different. The terms are considerably different if the actualised value of the financial flow under the new terms, including any fee paid net of the fee received and actualised using the original interest rate, are at least 10% different from the actualised value of the remaining financial flows of the original financial liability. If the exchange of debt instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded as income or losses associated with the extinction. If the exchange or modification are not recognised as extinction, any costs or fees sustained will adjust the accounting value of the liability and will be amortised over the remaining term of the liability in question. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-339": {
"value": "Financial liabilities Financial liabilities include financial payables, payables for leases, trade payables, provisions and other payables. Amounts due to banks and other lenders are initially recognised at fair value net of directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest rate method. If there is a change in the expected cash flows, the value of the liabilities is recalculated to reflect this change based on the current value of the new expected cash flows and the initially determined internal rate of return. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group\u2019s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. Trade payables are obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if they are paid within one year of the balance sheet date. Otherwise, these payables are classified as non-current liabilities. Trade and other payables are initially recognised at fair value and subsequently measured using the amortised cost method. Financial liabilities are eliminated from the financial statements when the obligation underlying the liability is extinguished, cancelled or fulfilled. With reference to the derecognition of a financial liability, new records must be created for its extinction and the recognition of a new liability if the contractual terms are substantially different. The terms are considerably different if the actualised value of the financial flow under the new terms, including any fee paid net of the fee received and actualised using the original interest rate, are at least 10% different from the actualised value of the remaining financial flows of the original financial liability. If the exchange of debt instruments or the change in the terms are recognised as an extinction, any costs or fees paid are recorded as income or losses associated with the extinction. If the exchange or modification are not recognised as extinction, any costs or fees sustained will adjust the accounting value of the liability and will be amortised over the remaining term of the liability in question. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-297": {
"value": "Employee benefits liabilities Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code is a deferred compensation and is based on the years of service of the employee and on the compensation received during the year of service. According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the years of service of the employees and on the taxable remuneration earned by the employee during the service year, i.e., the capital accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or resignation. During 2022, there were no special events, such as restructuring plans, reductions or regulations during the reference period. The current value of the fund is calculated using the Projected Unit Credit Method (present value of future performance). The obligations related to the staff severance indemnity are assessed annually by a qualified actuary. Costs for current services are recognised as \u201cPersonnel costs\u201d. The Group determines the financial charges by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the defined benefit obligation. Measurement of the liabilities for employee benefits, which include income from the obligation for defined benefits are immediately recognised in other comprehensive income. When the benefits of a plan are changed or when a plan is reduced, the resulting benefit in the benefit that relates to past service or the gain or loss on the reduction is immediately recognised as \u201cPersonnel costs\u201d. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-298": {
"value": "Share-based payments The Group provides share-based payment arrangements to certain employees. Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-299": {
"value": "Assets held for sale and discontinued operations The Group classifies assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 24. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleAndDiscontinuedOperationsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-300": {
"value": "Revenue from contract with customers The Group is a software as a service (SaaS) provider for the automotive retail industry empowering car dealers and original equipment manufacturers (OEMs) to improve their customer experience through a broad suite of fully integrated digital products and services. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenues from cloud-based SaaS platforms Cloud-based SaaS platforms contracts are long term contracts providing a fixed recurring fee invoiced periodically depending on the payment cadence agreed in the contract (monthly, quarterly, annually). Following the assessment made by top management two separate performance obligations were identified in the contracts: \u2022 The selling of the \u201cright to use IP\u201d to the client for which the performance obligation is satisfied point in time (when access to the product is granted to the customers). \u2022 The post-contract customer support related to costs incurred to maintain the platform live for which the revenues are recorded overtime on the duration of the contracts. In determining the transaction price, the Group considers the effects of variable consideration, discounts, existence of a significant financing component, non-cash consideration, and consideration payable to the customer (if any). None of these elements have a significant impact on the transaction price. Revenues from \u201clead generation\u201d services are recognised point in time in the moment in which the leads are generated for our customers. Such revenue are not related to cloud-based SaaS platforms contracts. The identification of such performance obligation is not a key judgment. Digital marketing revenue are recognised point in time in the month where the marketing campaign has been provided to the customer and therefore the service is rendered. The identification of such performance obligation is not a key judgment. Other revenue mainly refers to training activities, which is recognised when the training has been delivered and recognised point in time. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-301": {
"value": "Contract balance a) Contract assets A contract asset is initially recognised when the right of the use IP is transferred to the customers point in time. After initial recognition on a monthly, quarterly or annual basis (depending on the contracts conditions) the amount recognised as contract assets is reclassified to trade receivables when the invoice is issued. Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets. b) Contract liabilities A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer). ",
"dimensions": {
"concept": "motorkplc:DescriptionOfAccountingPolicyForContractBalances",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-302": {
"value": "Earnings per share Basic earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares. Diluted earnings per share is calculated by dividing the result for the year attributable to the owners of the parent by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares. For the purposes of the calculation of diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming that rights having potential dilutive effects are exercised by all the grantees of such rights, and the result attributable to the owners of the parent is adjusted to take into account the effects, if any, net of tax, of the exercise of those rights. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-303": {
"value": "Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: \u2022 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and \u2022 investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: \u2022 the same taxable Group company; or \u2022 different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-304": {
"value": "6. OPERATING SEGMENTS Following the selling of the DriveK business completed in December 2022 (and classified as a discontinued operation in the previous years), the Group has determined that it has one operating and reportable segment based on the information reviewed by its Board of Directors in making decisions regarding allocation of resources and to assess performance. Non-current assets, which consist of property, plant and equipment and intangible assets, excluding goodwill, are substantially located in Italy. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-305": {
"value": "7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the Group\u2019s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Judgements In the process of applying the Group\u2019s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements: Calculation of Adjusted EBITDA Due to its nature not strictly inherent to the business performance of the Group, management has identified as exceptional costs for the definition of Adjusted EBITDA the following elements: \u2022 external costs related to M&A as one-off transactions and, as a consequence, costs not strictly inherent to the performance of the business; \u2022 external costs incurred for one-off projects that will not be repeated in the future; \u2022 severance indemnity costs paid to employees who left the company and that the Group will not incur in the future (one-off costs); \u2022 contingent considerations related to the acquisition made that are automatically forfeited if key employees terminate as one-off transaction related to M&A acquisition. \u2022 stock option plan costs as non-cash transactions. Development costs The Group capitalizes costs for product development projects. Initial capitalization of costs is based on management\u2019s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. Further disclosure is provided in Note 13. In making judgment and assumptions we have considered climate-related matters and concluded that such matters have no material impact on our business and the assumptions impact on the financial statements. ESTIMATES AND ASSUMPTIONS The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Revenue recognition of SaaS platform contracts Revenues related to the SaaS platform contracts value are split into two separate performance obligations: i) revenue recognized point in time in the moment in which the access to the platform is granted to the customer and ii) revenue related to post-contract support activities. The allocation of the contract consideration on the two different performance obligations is considered by management a critical accounting estimates as it based on available historical data and future assumptions. The most significant portion of the consideration is allocated to the performance obligation related to the access to the platform. Revenue related to post-contract support activities are estimated on the basis of historical trends of basic maintenance, bug-fixing and hosting costs. A different estimation of the allocation of the customer consideration on the two performance obligations may have an impact in terms of higher or lower revenue to be deferred into the next years and consequently on the revenue booked during the year 2022. Impairment of non-financial assets Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm\u2019s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the business plan for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 13. Share-based payments Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses the Black and Scholes Model. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 23. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-340": {
"value": "ESTIMATES AND ASSUMPTIONS The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Revenue recognition of SaaS platform contracts Revenues related to the SaaS platform contracts value are split into two separate performance obligations: i) revenue recognized point in time in the moment in which the access to the platform is granted to the customer and ii) revenue related to post-contract support activities. The allocation of the contract consideration on the two different performance obligations is considered by management a critical accounting estimates as it based on available historical data and future assumptions. The most significant portion of the consideration is allocated to the performance obligation related to the access to the platform. Revenue related to post-contract support activities are estimated on the basis of historical trends of basic maintenance, bug-fixing and hosting costs. A different estimation of the allocation of the customer consideration on the two performance obligations may have an impact in terms of higher or lower revenue to be deferred into the next years and consequently on the revenue booked during the year 2022. Impairment of non-financial assets Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm\u2019s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the business plan for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 13. Share-based payments Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Group uses the Black and Scholes Model. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 23. ",
"dimensions": {
"concept": "ifrs-full:ExplanationOfAssumptionAboutFutureWithSignificantRiskOfResultingInMaterialAdjustments",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-306": {
"value": "8. FINANCIAL INSTRUMENTS \u2013 RISK MANAGEMENT MotorK Group is exposed to risks that arise from its use of financial instruments. This note describes the Group\u2019s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group\u2019s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods: Capital risk management The Group defines capital as the total equity of the Group. The Group\u2019s capital is made up of share capital, share premium and retained earnings totalling \u20ac61.8 million (\u20ac64.4 million as at 31 December 2021). The Group funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from operating cash flow and issuance of shareholders\u2019 equity and borrowings. Financial covenants on the loan in place with Illimity Banks are in place. Such covenants are monitored on a regular basis by management. As at 31 December 2022 financial covenants are met. The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group ensures that the distributions to shareholders do not exceed working capital requirements. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. With regard to trade receivables, contract assets, cash and cash equivalent and other receivables the insolvency risk is monitored centrally by the Group\u2019s finance department, which constantly monitors the Group\u2019s credit exposure, the collections of trade receivables and the adequacy of bad debt provisions on a monthly basis. Bad debt provision is calculated in accordance with IFRS 9 on the basis of the historical credit loss for each cluster of customers. The historical credit loss calculated by management is then applied to each cluster to define the bad debt provision accrual. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity. The Group did not provide detailed information on how the forecast economic conditions have been incorporated in the determination of ECL because the impact is not significant. In determining the ECL, MotorK has identified the clusters based on shared credit risk characteristics and days passed due and then an expected loss rates, considered reasonable by management, has been applied to determine the bad debt provision. Credit risk from balances with banks and financial institutions is managed by the Group\u2019s treasury department. Counterparty banks are assessed prior to opening bank accounts and on an ongoing basis to ensure exposure to credit risk is at an acceptable level. Investments of surplus funds are made only with counterparties with a high level of standing with the aim of minimizing the concentration of risks and therefore mitigate potential financial loss. Cash and cash equivalents are deposited into ordinary banks accounts with top rated banks. The carrying amount of financial assets recorded in the financial statements, net of bad debt provision, represents the Group\u2019s maximum exposure to credit risk and is similar to the carrying value. The ageing analysis of trade receivables is shown in the following table: \u20ac\u2019000 Not overdue Overdue by less than 1 month Overdue by 1-2 month Overdue by more than 2 months Total Gross trade receivables as at 31 December 2021 4,147 925 330 565 5,967 Allowance for doubtful receivables \u2013 \u2013 \u2013 (247) (247) Trade receivables as at 31 December 2021 4,147 925 330 318 5,720 Gross trade receivables as at 31 December 2022 7,556 1,985 514 1,825 11,880 Allowance for doubtful receivables \u2013 \u2013 \u2013 (533) (533) Trade receivables as at 31 December 2022 7,556 1,985 514 1,292 11,347 Foreign exchange risk Exchange rate fluctuation risk is not considered significant. Although the Parent Company is based in UK, the most significant transactions of the Group are made in Euros, the currency used for the preparation of the consolidated financial statements. The only subsidiary based outside Europe is MotorK Israel Ltd whose transactions are not material for Group purposes (mainly intercompany recharges). Liquidity risk Liquidity risk typically arises when an entity is having trouble finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans and/or lines of credit may request repayment. Prudent management of liquidity risk implies the maintenance of an adequate level of liquidity, short-term securities and the availability of funds obtainable through an adequate amount of credit lines. Toward this end, MotorK Group implemented a series of measures and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. The finance department periodically monitors Group financial position, cash flow and cash forecast to optimise resources and manage any temporary liquidity surpluses. The Board of Directors receive cash flow projections and cash flow analysis on a regular basis. At the end of 2022, these projections indicated that MotorK Group is expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. It is worth mentioning that part of the capital received by the Group following the listing on Euronext Amsterdam was used to reimburse the financial liabilities in place at the date of the IPO. During 2021, the Group reimburse loans for a total amount of \u20ac18.2 million. During January 2022, the Group completed the reorganisation of its financial structure repaying the loan in place with Creval for \u20ac0.5 million and refinancing the loan with Illimity Banks by obtaining fresh liquidity for \u20ac1.8 million with a longer maturity date and reducing borrowing costs and obtaining a new loan from SACE SIMEST for \u20ac0.3 million. Following such operations, as of 31 December 2022, the financial position is a net cash short and long-term position of \u20ac6.4 million. The following table provides an analysis of cash disbursements by due date related to financial liabilities, based on contractual repayment obligations, as at 31 December 2022 and 2021: \u20ac\u2019000 As at 31 December 2022 Within 1 year 2-5 years Over 5 years Contract value Carrying amount Financial liabilities 1,046 8,404 \u2013 9,450 8,294 Lease liabilities 1,245 3,194 1,035 5,474 4,637 Trade and other payables 8,391 \u2013 \u2013 8,391 8,391 \u20ac\u2019000 As at 31 December 2021 Within 1 year 2-5 years Over 5 years Contract value Carrying amount Financial liabilities 1,976 4,499 \u2013 6,475 6,122 Lease liabilities 893 2,042 190 3,125 2,836 Trade and other payables* 5,476 \u2013 \u2013 5,476 5,476 *The prior year disclosure had incorrectly presented \u20ac11,202 thousand which included non-contractual (i.e., statutory taxes) liabilities. This has been restated in the current year presentation of the comparative. As such the original \u20ac11,202 thousand should have been corrected to be \u20ac5,476 thousand where the difference of \u20ac 5,726 thousand is the other non-contractual amounts subsumed within \u201cOther payables including tax and social security payments\u201d and \u201cTax Payable\u201d. Interest rate risk As at 31 December 2022, the exposure to interest rate risk is not considered significant taking into account that there is only one financial loan with variable interest rates in place amounting to \u20ac7.5million. An increase of Euribor of 1% has an impact on the profit and loss of the Group of roughly \u20ac75,000 not significant for Group purposes. Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: \u2022 Trade and other receivables. \u2022 Cash and cash equivalents. \u2022 Trade and other payables. \u2022 Current and non-current financial liabilities. \u2022 Current and non-current lease liabilities. On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. (Investments in associated companies) has been granted a reciprocal put and call option. Relevant disclosure is included in the note 24. Discontinued operations. Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial assets at amortised cost Non-current assets \u2013 security deposit 194 106 Trade receivables 11,347 5,720 Other receivables 59 355 Cash and cash equivalents 19,223 43,257 Trade and other receivables classified as held for sale \u2013 2,238 Total 30,823 51,676 The carrying value of financial assets approximates fair value. Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables. Financial liabilities The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial liabilities at amortised cost Trade and other payables* 8,391 5,476 Current financial liabilities 676 1,922 Current lease liabilities 972 790 Trade payables classified as held for sale \u2013 430 Non-current financial liabilities 7,618 4,200 Other non-current liabilities \u2013 \u2013 Non-current lease liabilities 3,665 2,046 Total 21,322 14,864 *The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value. Fair value measurement hierarchy The financial instruments measured at fair value are presented on the basis of the fair value hierarchy, described below: Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-341": {
"value": "Capital risk management The Group defines capital as the total equity of the Group. The Group\u2019s capital is made up of share capital, share premium and retained earnings totalling \u20ac61.8 million (\u20ac64.4 million as at 31 December 2021). The Group funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from operating cash flow and issuance of shareholders\u2019 equity and borrowings. Financial covenants on the loan in place with Illimity Banks are in place. Such covenants are monitored on a regular basis by management. As at 31 December 2022 financial covenants are met. The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group ensures that the distributions to shareholders do not exceed working capital requirements. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-342": {
"value": "Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. With regard to trade receivables, contract assets, cash and cash equivalent and other receivables the insolvency risk is monitored centrally by the Group\u2019s finance department, which constantly monitors the Group\u2019s credit exposure, the collections of trade receivables and the adequacy of bad debt provisions on a monthly basis. Bad debt provision is calculated in accordance with IFRS 9 on the basis of the historical credit loss for each cluster of customers. The historical credit loss calculated by management is then applied to each cluster to define the bad debt provision accrual. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity. The Group did not provide detailed information on how the forecast economic conditions have been incorporated in the determination of ECL because the impact is not significant. In determining the ECL, MotorK has identified the clusters based on shared credit risk characteristics and days passed due and then an expected loss rates, considered reasonable by management, has been applied to determine the bad debt provision. Credit risk from balances with banks and financial institutions is managed by the Group\u2019s treasury department. Counterparty banks are assessed prior to opening bank accounts and on an ongoing basis to ensure exposure to credit risk is at an acceptable level. Investments of surplus funds are made only with counterparties with a high level of standing with the aim of minimizing the concentration of risks and therefore mitigate potential financial loss. Cash and cash equivalents are deposited into ordinary banks accounts with top rated banks. The carrying amount of financial assets recorded in the financial statements, net of bad debt provision, represents the Group\u2019s maximum exposure to credit risk and is similar to the carrying value. The ageing analysis of trade receivables is shown in the following table: \u20ac\u2019000 Not overdue Overdue by less than 1 month Overdue by 1-2 month Overdue by more than 2 months Total Gross trade receivables as at 31 December 2021 4,147 925 330 565 5,967 Allowance for doubtful receivables \u2013 \u2013 \u2013 (247) (247) Trade receivables as at 31 December 2021 4,147 925 330 318 5,720 Gross trade receivables as at 31 December 2022 7,556 1,985 514 1,825 11,880 Allowance for doubtful receivables \u2013 \u2013 \u2013 (533) (533) Trade receivables as at 31 December 2022 7,556 1,985 514 1,292 11,347 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-343": {
"value": "Foreign exchange risk Exchange rate fluctuation risk is not considered significant. Although the Parent Company is based in UK, the most significant transactions of the Group are made in Euros, the currency used for the preparation of the consolidated financial statements. The only subsidiary based outside Europe is MotorK Israel Ltd whose transactions are not material for Group purposes (mainly intercompany recharges). ",
"dimensions": {
"concept": "motorkplc:DisclosureOfForeignExchangeRisk",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2021-01-01T00:00:00/2022-01-01T00:00:00"
}
},
"fact-344": {
"value": "Liquidity risk Liquidity risk typically arises when an entity is having trouble finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans and/or lines of credit may request repayment. Prudent management of liquidity risk implies the maintenance of an adequate level of liquidity, short-term securities and the availability of funds obtainable through an adequate amount of credit lines. Toward this end, MotorK Group implemented a series of measures and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. The finance department periodically monitors Group financial position, cash flow and cash forecast to optimise resources and manage any temporary liquidity surpluses. The Board of Directors receive cash flow projections and cash flow analysis on a regular basis. At the end of 2022, these projections indicated that MotorK Group is expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. It is worth mentioning that part of the capital received by the Group following the listing on Euronext Amsterdam was used to reimburse the financial liabilities in place at the date of the IPO. During 2021, the Group reimburse loans for a total amount of \u20ac18.2 million. During January 2022, the Group completed the reorganisation of its financial structure repaying the loan in place with Creval for \u20ac0.5 million and refinancing the loan with Illimity Banks by obtaining fresh liquidity for \u20ac1.8 million with a longer maturity date and reducing borrowing costs and obtaining a new loan from SACE SIMEST for \u20ac0.3 million. Following such operations, as of 31 December 2022, the financial position is a net cash short and long-term position of \u20ac6.4 million. The following table provides an analysis of cash disbursements by due date related to financial liabilities, based on contractual repayment obligations, as at 31 December 2022 and 2021: \u20ac\u2019000 As at 31 December 2022 Within 1 year 2-5 years Over 5 years Contract value Carrying amount Financial liabilities 1,046 8,404 \u2013 9,450 8,294 Lease liabilities 1,245 3,194 1,035 5,474 4,637 Trade and other payables 8,391 \u2013 \u2013 8,391 8,391 \u20ac\u2019000 As at 31 December 2021 Within 1 year 2-5 years Over 5 years Contract value Carrying amount Financial liabilities 1,976 4,499 \u2013 6,475 6,122 Lease liabilities 893 2,042 190 3,125 2,836 Trade and other payables* 5,476 \u2013 \u2013 5,476 5,476 *The prior year disclosure had incorrectly presented \u20ac11,202 thousand which included non-contractual (i.e., statutory taxes) liabilities. This has been restated in the current year presentation of the comparative. As such the original \u20ac11,202 thousand should have been corrected to be \u20ac5,476 thousand where the difference of \u20ac 5,726 thousand is the other non-contractual amounts subsumed within \u201cOther payables including tax and social security payments\u201d and \u201cTax Payable\u201d. ",
"dimensions": {
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"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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},
"fact-345": {
"value": "Interest rate risk As at 31 December 2022, the exposure to interest rate risk is not considered significant taking into account that there is only one financial loan with variable interest rates in place amounting to \u20ac7.5million. An increase of Euribor of 1% has an impact on the profit and loss of the Group of roughly \u20ac75,000 not significant for Group purposes. ",
"dimensions": {
"concept": "motorkplc:DisclosureOfInterestRateRisk",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2021-01-01T00:00:00/2022-01-01T00:00:00"
}
},
"fact-375": {
"value": "Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: \u2022 Trade and other receivables. \u2022 Cash and cash equivalents. \u2022 Trade and other payables. \u2022 Current and non-current financial liabilities. \u2022 Current and non-current lease liabilities. On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. (Investments in associated companies) has been granted a reciprocal put and call option. Relevant disclosure is included in the note 24. Discontinued operations. Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial assets at amortised cost Non-current assets \u2013 security deposit 194 106 Trade receivables 11,347 5,720 Other receivables 59 355 Cash and cash equivalents 19,223 43,257 Trade and other receivables classified as held for sale \u2013 2,238 Total 30,823 51,676 The carrying value of financial assets approximates fair value. Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables. Financial liabilities The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial liabilities at amortised cost Trade and other payables* 8,391 5,476 Current financial liabilities 676 1,922 Current lease liabilities 972 790 Trade payables classified as held for sale \u2013 430 Non-current financial liabilities 7,618 4,200 Other non-current liabilities \u2013 \u2013 Non-current lease liabilities 3,665 2,046 Total 21,322 14,864 *The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value. Fair value measurement hierarchy The financial instruments measured at fair value are presented on the basis of the fair value hierarchy, described below: Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-370": {
"value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial assets at amortised cost Non-current assets \u2013 security deposit 194 106 Trade receivables 11,347 5,720 Other receivables 59 355 Cash and cash equivalents 19,223 43,257 Trade and other receivables classified as held for sale \u2013 2,238 Total 30,823 51,676 The carrying value of financial assets approximates fair value. Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables. 17. CASH AND CASH EQUIVALENTS The caption cash and cash equivalents amounting to \u20ac19.2 million (\u20ac43.2 million as at 31 December 2021) is related to cash available in bank accounts of the Group subsidiaries. The amount includes \u20ac0.3 million of cash deposited onto prepaid cards used by employees as petty cash as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021). For details of changes during the analysed periods please refer to the consolidated statement of cash flow. Cash and cash equivalents are deposited with top rated banks. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-363": {
"value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial assets at amortised cost Non-current assets \u2013 security deposit 194 106 Trade receivables 11,347 5,720 Other receivables 59 355 Cash and cash equivalents 19,223 43,257 Trade and other receivables classified as held for sale \u2013 2,238 Total 30,823 51,676 The carrying value of financial assets approximates fair value. Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables. 16. CONTRACT ASSETS AND TRADE AND OTHER RECEIVABLES Contract assets and trade and other receivables are shown in the following table: \u20ac\u2019000 2022 2021 Non-current contract assets 7,294 5,059 Contract assets \u2013 current portion 13,440 8,521 Total contract assets 20,734 13,580 Trade receivables 11,347 5,720 Prepayments 889 634 Other receivables 86 355 Tax receivables 736 732 Total trade and other receivables 13,058 7,441 Contract assets As already mentioned in note 9, the financial statement line item contract assets is related to the application of IFRS 15 on SaaS platform revenue agreements and represents accrued income as at the reference date. Revenues related to SaaS platform are related to multi-year contracts (12, 24 or 36 months) are recognised in the moment in which the access to the platform are granted to the customers and therefore a related contract asset arises. Contract assets are subsequently billed on a monthly or quarterly basis for the duration of the agreement with the customer. The split between current and non-current portions depends on the duration of the agreement. The increase compared to the previous year is related to the increase of SaaS platform revenue. Movements in the contract assets during FY 2022 are as follows: \u2022 Contract assets as at 31 December 2021: \u20ac13,580 thousand \u2022 SaaS revenue (please refer to the Financial Review section for further details) recognized during FY 2022: \u20ac27,084 thousand \u2022 Contract assets billed during the FY 2022: \u20ac19,930 thousand \u2022 Contract assets as at 31 December 2022: \u20ac 20,734 thousand. Contract assets movements during FY 2021 are as follows: \u2022 Contract assets as at 31 December 2020: \u20ac10,204 thousand \u2022 SaaS revenue (please refer to the Financial Review section for further details) recognized during FY 2021: \u20ac14,820 thousand \u2022 Contract assets billed during the FY 2021: \u20ac11,444 thousand \u2022 Contract assets as at 31 December 2021: \u20ac 13,580 thousand. Trade and other receivables Trade receivables as at 31 December 2022 amounted to \u20ac11.3 million with the year-on-year increase due to the higher revenues generated in the fourth quarter of 2022 compared with 2021. As at 31 December 2022, trade receivables of \u20ac3.8 million (\u20ac1.6 million as at 31 December 2021) were overdue but not impaired. They relate to the customers with no default history. The impairment allowance is a specific provision as provided by IFRS 9, when it is necessary to accrue a bad debt provision. Movements in the impairment allowance for trade receivables are as follows: \u20ac\u2019000 2022 2021 As at 1 January 247 268 Increase during the year 180 70 Receivables written off during the year as uncollectable (31) (62) Increase related to business combinations 18 \u2013 Impairment allowance for trade receivables classified previously as held for sale 119 (29) As at 31 December 533 247 Tax receivables includes mainly the tax grants granted by the capital increase in MotorK Italy for \u20ac0.4 million. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-346": {
"value": "Financial assets The following tables shows financial assets by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial assets at amortised cost Non-current assets \u2013 security deposit 194 106 Trade receivables 11,347 5,720 Other receivables 59 355 Cash and cash equivalents 19,223 43,257 Trade and other receivables classified as held for sale \u2013 2,238 Total 30,823 51,676 The carrying value of financial assets approximates fair value. Trade receivables are stated net of provision for impairment. See note 16 for disclosure in respect of overdue trade receivables. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-347": {
"value": "Financial liabilities The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial liabilities at amortised cost Trade and other payables* 8,391 5,476 Current financial liabilities 676 1,922 Current lease liabilities 972 790 Trade payables classified as held for sale \u2013 430 Non-current financial liabilities 7,618 4,200 Other non-current liabilities \u2013 \u2013 Non-current lease liabilities 3,665 2,046 Total 21,322 14,864 *The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value. 19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include: \u20ac\u2019000 2022 2021 Bank loan 65 1,794 Convertible notes \u2013 \u2013 Other financial liabilities 611 128 Total current financial liabilities 676 1,922 Current lease liabilities 972 790 Bank loan 7,534 4,200 Other financial liabilities 84 \u2013 Total non-current financial liabilities 7,618 4,200 Non-current lease liabilities 3,665 2,046 Bank loan The following table sets forth the breakdown of bank loans by counterparty for the years ended 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Current Non-current Current Non-current Financial institution \u2013 \u2013 \u2013 \u2013 Creval \u2013 \u2013 594 \u2013 Illimity Bank \u2013 7,202 1,200 4,200 Sace \u2013 300 \u2013 \u2013 Belfius 47 26 \u2013 \u2013 ING Direct 18 \u2013 \u2013 \u2013 CIC Sud Ouest \u2013 6 \u2013 \u2013 Total 65 7,534 1,794 4,200 Main changes of the year are reported below: \u2022 At the end of January 2022 the loan with Illimity Bank was refinanced, producing \u20ac1.8 million of additional liquidity with a longer maturity date and a lower interest rate. The new financial loan amounting to \u20ac7.2 million, with a five-year duration and a 0.290 bps margin on Euribor, provides the following financial covenants to be tested annually, starting from December 2022: leverage ratio (net financial position/EBITDA) and gearing ratio (net financial position/net equity). At the date of this financial statements covenants are respected. In the context of the support provided during the COVID-19 and post COVID-19 period by the Italian government, Illimity Banks is guaranteed by SACE SIMEST for 90% of the loan value in case the Group will not be able to fulfill its obligations. \u2022 Repayment in January 2022 of the loan entered into with Creval for \u20ac0.6 million. \u2022 Entered into a financial loan with SACE SIMEST for \u20ac0.3 million in September 2022 to sustain the digitalisation process of the Group with a with a six-year duration and a 0.081% interest rate. No financial covenants in place. Other financial liabilities with Belfius, ING Direct and CIC Sud Ouest are related to minor financing in place in the Company acquired during the year 2022. Other financial liabilities Other financial liabilities includes mainly debt related to credit cards repaid early in 2022 for \u20ac0.2 million and \u20ac0.4 million of deferred consideration to be paid for the acquisition of ICO International. The changes in financial liabilities, excluding lease liabilities, are shown below: \u20ac\u2019000 Total Financial liabilities at 31 December 2020 31,095 Repayments of loan 1 (20,432) Change in other financial liabilities 109 Cash changes (20,323) Convertible equity note conversion (4,650) Financial liabilities at 31 December 2021 6,122 Drawdowns of new loan and CEN (594) New bank loan 2,101 New bank loan obtained through business combinations 98 Change in other financial liabilities 567 Cash changes 2,172 Financial liabilities at 31 December 2022 8,294 1 This includes the repayments of principals for \u20ac18.2 million and interests already accrued as at 31 December 2020 for \u20ac2.2 million . Changes compared with last year are already discussed above. Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16 application, starting from 1 January 2019, on lease agreements in place for offices of the Group subsidiaries and for cars assigned to employees. The leases within the scope of IFRS 16 relate to properties and motor vehicles. In 2022, the expense relating to low value assets leases (mainly laptops) amounted to \u20ac0.1 million (\u20ac0.1 million in 2021). Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with the discount rate determined by reference to the Group\u2019s incremental external borrowing rate for the particular asset and level of security. After the initial measurement lease liabilities are increased as a result of interest charged and reduced for lease payments made. The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There is no other variability in respect of payments and there is not considered to be any significant judgement in relation to the lease terms. The following table provides details of lease liabilities: \u20ac\u2019000 Land and buildings Motor vehicles Total Lease liabilities As at 1 January 2021 1,212 376 1,588 Cash items: Lease payments (517) (394) (911) Non-cash items: New leases in the year 1,611 373 1,984 New leases through business combinations 201 14 215 Reduction for disposal of lease (63) (53) (116) Interest expense 49 27 76 As at 31 December 2021 2,493 343 2,836 Cash items: Lease payments (763) (308) (1,071) Non-cash items: New leases in the year 1,921 516 2,437 New leases through business combinations 388 43 433 Reduction for disposal of lease (130) (11) (141) Interest expense 119 24 143 As at 31 December 2022 4,028 609 4,637 The following table provides details of the Group\u2019s lease liabilities: \u20ac\u2019000 As at 31 December 2022 2021 Repayables as follows: Under 1 year 972 790 2-5 years 2,718 1,861 Greater than 5 years 947 185 Total 4,637 2,836 The increase compared with last year is mainly related to the new lease agreement related to the office in France. ",
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"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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},
"fact-364": {
"value": "Financial liabilities The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial liabilities at amortised cost Trade and other payables* 8,391 5,476 Current financial liabilities 676 1,922 Current lease liabilities 972 790 Trade payables classified as held for sale \u2013 430 Non-current financial liabilities 7,618 4,200 Other non-current liabilities \u2013 \u2013 Non-current lease liabilities 3,665 2,046 Total 21,322 14,864 *The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value. 18. TRADE AND OTHER PAYABLES AND TAX PAYABLE Trade and other payables include: \u20ac\u2019000 2022 2021 Trade payables 2,694 1,844 Accruals 2,465 1,329 Total trade payables 5,159 3,173 Other payables including tax and social security payments 6,862 5,084 Total current trade and other payables 12,021 8,257 The carrying value of trade and other payables measured at amortised cost approximates fair value. Trade payables amount to \u20ac2.7 million as at 31 December 2022 compared with \u20ac1.8 million as at 31 December 2021. Accruals includes invoices to be received for service rendered in 2022. The increase compared to the data as at 31 December 2021 is lined up with the increase of trade payables and with the general increase of the business of the Group. Other payables amounting to \u20ac6.9 million as at 31 December 2022 includes: \u2022 contract liabilities of \u20ac2 million (\u20ac1.5 million last year). This is mainly related to the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at 31 December related to the post contract support activities. Changes during the FY2022 are the following: increase for \u20ac1.5 million and release to profit and loss for \u20ac1 million. Changes during the FY2021 are the following: increase for \u20ac1 million and release to profit and loss for \u20ac0.4 million; \u2022 liabilities towards employees for bonus\u2019 to be paid in 2022 for \u20ac0.5 million (\u20ac0.8 million last year); \u2022 emoluments to be paid to the directors for \u20ac0.1 million; \u2022 other liabilities towards employees and related social security charges of approximately \u20ac3.9 million (\u20ac3 million last year). Increase of the year is mainly related to the increase of average of FTE within the Group; and \u2022 other minor liabilities for \u20ac0.4 million. \u20ac\u2019000 2022 2021 Corporate tax liabilities 3,041 2,448 VAT liabilities 801 497 Total tax payable 3,842 2,945 Corporate tax liabilities includes mainly the tax provision booked in MotorK Israel Ltd during FY 2021 that will be paid in 2023 for \u20ac2.1 million and the tax provision for the taxes to be paid mainly in France, Portugal and Germany. VAT liabilities is mostly composed by VAT debt position of the subsidiaries in Italy, Germany, Spain and France.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-371": {
"value": "Financial liabilities The following tables show financial liabilities by category, as defined by IFRS 9, as at 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Financial liabilities at amortised cost Trade and other payables* 8,391 5,476 Current financial liabilities 676 1,922 Current lease liabilities 972 790 Trade payables classified as held for sale \u2013 430 Non-current financial liabilities 7,618 4,200 Other non-current liabilities \u2013 \u2013 Non-current lease liabilities 3,665 2,046 Total 21,322 14,864 *The prior year disclosure had incorrectly presented omitted accruals and other payables for \u20ac3,632 thousand. This has been restated in the current year presentation of the comparative. The carrying value of financial liabilities approximates fair value. Changes compared with last year are already discussed above. Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16 application, starting from 1 January 2019, on lease agreements in place for offices of the Group subsidiaries and for cars assigned to employees. The leases within the scope of IFRS 16 relate to properties and motor vehicles. In 2022, the expense relating to low value assets leases (mainly laptops) amounted to \u20ac0.1 million (\u20ac0.1 million in 2021). Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with the discount rate determined by reference to the Group\u2019s incremental external borrowing rate for the particular asset and level of security. After the initial measurement lease liabilities are increased as a result of interest charged and reduced for lease payments made. The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There is no other variability in respect of payments and there is not considered to be any significant judgement in relation to the lease terms. The following table provides details of lease liabilities: \u20ac\u2019000 Land and buildings Motor vehicles Total Lease liabilities As at 1 January 2021 1,212 376 1,588 Cash items: Lease payments (517) (394) (911) Non-cash items: New leases in the year 1,611 373 1,984 New leases through business combinations 201 14 215 Reduction for disposal of lease (63) (53) (116) Interest expense 49 27 76 As at 31 December 2021 2,493 343 2,836 Cash items: Lease payments (763) (308) (1,071) Non-cash items: New leases in the year 1,921 516 2,437 New leases through business combinations 388 43 433 Reduction for disposal of lease (130) (11) (141) Interest expense 119 24 143 As at 31 December 2022 4,028 609 4,637 The following table provides details of the Group\u2019s lease liabilities: \u20ac\u2019000 As at 31 December 2022 2021 Repayables as follows: Under 1 year 972 790 2-5 years 2,718 1,861 Greater than 5 years 947 185 Total 4,637 2,836 The increase compared with last year is mainly related to the new lease agreement related to the office in France. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-348": {
"value": "Fair value measurement hierarchy The financial instruments measured at fair value are presented on the basis of the fair value hierarchy, described below: Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 \u2013 inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 \u2013 valuation techniques for which the inputs are unobservable for the asset or liability. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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},
"fact-307": {
"value": "9. REVENUE Group revenue for the year ended 31 December 2022 amounted to \u20ac38.5 million, up 40% year-on-year (\u20ac 27.6 million as at 31 December 2021). Disaggregation of revenue The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and Operating Review section for further revenue disaggreagation helpful to understand the performance of the Group. For the year ended 31 December 2022 \u20ac\u2019000 SaaS platform Digital marketing Other revenues Total Primary geographic market Italy 16,930 6,673 2,409 26,012 Spain 3,732 537 160 4,429 France 4,674 \u2013 594 5,268 Germany 1,281 \u2013 1 1,282 Benelux 1,541 \u2013 15 1,556 Total 28,158 7,210 3,179 38,547 For the year ended 31 December 2021 \u20ac\u2019000 SaaS platform Digital marketing Other revenues Total Primary geographic market Italy 11,456 7,382 3,417 22,255 Spain 1,207 216 72 1,495 France 1,767 1 70 1,838 Germany 1,874 75 23 1,972 Total 16,304 7,674 3,582 27,560 Revenues related to SaaS platform contracts amounts to \u20ac28.1 million as at 31 December 2022, compared with \u20ac16.3 million as at 31 December 2021. The increase compared with last year is related both by organic growth 36% year-on-year and by the acquisitions completed during the. Such revenues are mainly related of the following three products: \u2022 \u201cWebSpark\u201d, the web module with high technical and design-standards and 138 functionalities specifically developed for the automotive sector. \u2022 \u201cStockSpark\u201d a stock management module created to manage and import stock (i.e. a set of information data, images) from multiple sources and export it online to maximise visibility for prospective purchasers through the integration of external channels and the CRM module. \u2022 \u201cLeadSpark\u201d, a customisable lead management, CRM and marketing automation system module, specifically developed to help dealerships and car manufacturers. SaaS platform revenues are recognised on the basis of two different performance obligations implied in the agreements: \u2022 point in time at the date of the delivery of the access to the platform for which the costs necessary for the development, use and basic operation of the product have already been incurred; and \u2022 over the time of the agreement in relation to the post-contract support activities. Digital marketing revenues amounting to \u20ac7.2 million as at 31 December 2022, compared with \u20ac7.7 million as at 31 December 2021, are related to services for the dealer in order to acquire enhanced online traffic. Slight reduction compared to the previous year is mainly related to the reduction of marketing campaign of dealers during FY 2022. Other revenues amounting to \u20ac3.2 million as at 31 December 2021, compared with \u20ac3.6 million as at 31 December 2021, mainly include revenues for training activities ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-349": {
"value": "Disaggregation of revenue The Group has disaggregated revenue into various categories in the following tables. Please refer to the Financial and Operating Review section for further revenue disaggreagation helpful to understand the performance of the Group. For the year ended 31 December 2022 \u20ac\u2019000 SaaS platform Digital marketing Other revenues Total Primary geographic market Italy 16,930 6,673 2,409 26,012 Spain 3,732 537 160 4,429 France 4,674 \u2013 594 5,268 Germany 1,281 \u2013 1 1,282 Benelux 1,541 \u2013 15 1,556 Total 28,158 7,210 3,179 38,547 For the year ended 31 December 2021 \u20ac\u2019000 SaaS platform Digital marketing Other revenues Total Primary geographic market Italy 11,456 7,382 3,417 22,255 Spain 1,207 216 72 1,495 France 1,767 1 70 1,838 Germany 1,874 75 23 1,972 Total 16,304 7,674 3,582 27,560 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeographicalAreasExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-308": {
"value": "10. GROUP OPERATING LOSS
Group operating loss is stated after charging/(crediting) the following:
\u20ac\u2019000 2022 2021
Cost for customers media services 7,028 6,654
Personnel costs 29,864 27,828
R&D capitalisation (8,707) (3,490)
Other operating costs 15,216 8,689
Amortisation and depreciation 8,013 4,235
Total costs 51,414 43,916
Personnel costs, excluding Directors\u2019 remuneration, are shown in the following table:
\u20ac\u2019000 2022 2021
Wages and salaries 19,215 13,325
Social security costs 5,943 3,671
Employee benefit pension cost 758 557
Severance indemnity 526 435
Earn-out payments costs 1,879 126
Stock option plan cost 1,543 9,714
Total 29,864 27,828
The increase of the caption wages and salaries compared with last year is mainly due to the increase of the average number of employees (363 in FY2022 compared to 267 in FY 2021). Wages and salaries include the directors\u2019 emoluments paid in 2022 (full details are given in the Directors\u2019 remuneration report on pages 58-68). For the disclosure related to the highest paid Director please refer to the Directors\u2019 remuneration report. Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details are provided in note 23. The decrease compared with the last year is mainly related to the 2021 one-off vesting of a certain amount of stock options at the day of IPO. Severance indemnity, earn-out payments and stock option plan cost are considered exceptionals for the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance of the Group. Earn-out payment costs are related to expenses accrued on a straight-line basis on the basis of the earn-out mechanism in place with the previous shareholders of the Company acquired in December 2021 and in the year 2022. In particular, IFRS 3 provides that contingent considerations that are automatically forfeited if key employees terminate is not considered as part of the consideration paid but as remuneration for post-combination services. Other operating expenses financial statement line includes mainly: \u2022 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac6 million; \u2022 software costs for \u20ac2.3 million; \u2022 server costs for \u20ac1.3 million; \u2022 travel costs for \u20ac0.7 million; \u2022 events for \u20ac0.4 million; \u2022 insurance costs for \u20ac0.4 million; \u2022 exceptional costs for \u20ac1.1 million; and \u2022 other costs not included in the above categories for \u20ac3 million. Exceptional costs are related to costs incurred for M&A and one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group. Adjusted EBITDA is then calculated as follows: operating loss plus amortisation, depreciation, exceptional costs, severance indemnity, stock option plan cost and earn-out payments costs (as disclosed above). The increase compared with last year is mainly related to the change of perimeter due to the acquisition made for \u20ac3 million and the increase of consultant fee sustain to boost the growth of the Group and to be compliant with the requirements of being a listed Group. The fees of the Group\u2019s auditor for services provided are analysed below: \u20ac\u2019000 2022 2021 Audit of the Group\u2019s financial statements 183 143 Other1 \u2013 353 1 includes in 2021 mainly the activities related to the IPO (issuing of comfort letters on the Prospectus and other related services). Amortisation and depreciation expenses includes: \u2022 amortisation of intangible assets of approximately \u20ac6.8 million for the year ended 31 December 2022 (\u20ac3.3 million for the year ended 31 December 2021) mainly related to development costs capitalised; and \u2022 depreciation of tangible assets for approximately \u20ac1.2 million for the year ended 31 December 2022 (\u20ac0.9 million for the year ended 31 December 2021). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-365": {
"value": "10. GROUP OPERATING LOSS Group operating loss is stated after charging/(crediting) the following: \u20ac\u2019000 2022 2021 Cost for customers media services 7,028 6,654 Personnel costs 29,864 27,828 R&D capitalisation (8,707) (3,490) Other operating costs 15,216 8,689 Amortisation and depreciation 8,013 4,235 Total costs 51,414 43,916 Personnel costs, excluding Directors\u2019 remuneration, are shown in the following table: \u20ac\u2019000 2022 2021 Wages and salaries 19,215 13,325 Social security costs 5,943 3,671 Employee benefit pension cost 758 557 Severance indemnity 526 435 Earn-out payments costs 1,879 126 Stock option plan cost 1,543 9,714 Total 29,864 27,828 The increase of the caption wages and salaries compared with last year is mainly due to the increase of the average number of employees (363 in FY2022 compared to 267 in FY 2021). Wages and salaries include the directors\u2019 emoluments paid in 2022 (full details are given in the Directors\u2019 remuneration report on pages 58-68). For the disclosure related to the highest paid Director please refer to the Directors\u2019 remuneration report. Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details are provided in note 23. The decrease compared with the last year is mainly related to the 2021 one-off vesting of a certain amount of stock options at the day of IPO. Severance indemnity, earn-out payments and stock option plan cost are considered exceptionals for the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance of the Group. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-372": {
"value": "Group operating loss is stated after charging/(crediting) the following: \u20ac\u2019000 2022 2021 Cost for customers media services 7,028 6,654 Personnel costs 29,864 27,828 R&D capitalisation (8,707) (3,490) Other operating costs 15,216 8,689 Amortisation and depreciation 8,013 4,235 Total costs 51,414 43,916 The increase of the caption wages and salaries compared with last year is mainly due to the increase of the average number of employees (363 in FY2022 compared to 267 in FY 2021). Wages and salaries include the directors\u2019 emoluments paid in 2022 (full details are given in the Directors\u2019 remuneration report on pages 58-68). For the disclosure related to the highest paid Director please refer to the Directors\u2019 remuneration report. Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details are provided in note 23. The decrease compared with the last year is mainly related to the 2021 one-off vesting of a certain amount of stock options at the day of IPO. Severance indemnity, earn-out payments and stock option plan cost are considered exceptionals for the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance of the Group. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-350": {
"value": "Personnel costs, excluding Directors\u2019 remuneration, are shown in the following table: \u20ac\u2019000 2022 2021 Wages and salaries 19,215 13,325 Social security costs 5,943 3,671 Employee benefit pension cost 758 557 Severance indemnity 526 435 Earn-out payments costs 1,879 126 Stock option plan cost 1,543 9,714 Total 29,864 27,828 The increase of the caption wages and salaries compared with last year is mainly due to the increase of the average number of employees (363 in FY2022 compared to 267 in FY 2021). Wages and salaries include the directors\u2019 emoluments paid in 2022 (full details are given in the Directors\u2019 remuneration report on pages 58-68). For the disclosure related to the highest paid Director please refer to the Directors\u2019 remuneration report. Stock option plan cost includes the accrual of the stock option costs as required by IFRS 2. Further details are provided in note 23. The decrease compared with the last year is mainly related to the 2021 one-off vesting of a certain amount of stock options at the day of IPO. Severance indemnity, earn-out payments and stock option plan cost are considered exceptionals for the purpose of definition of Adjusted EBITDA as not strictly inherent to business performance of the Group. Earn-out payment costs are related to expenses accrued on a straight-line basis on the basis of the earn-out mechanism in place with the previous shareholders of the Company acquired in December 2021 and in the year 2022. In particular, IFRS 3 provides that contingent considerations that are automatically forfeited if key employees terminate is not considered as part of the consideration paid but as remuneration for post-combination services. Other operating expenses financial statement line includes mainly: \u2022 consultant fees for legal, fiscal and administrative HR consultants and R&D activities of approximately \u20ac6 million; \u2022 software costs for \u20ac2.3 million; \u2022 server costs for \u20ac1.3 million; \u2022 travel costs for \u20ac0.7 million; \u2022 events for \u20ac0.4 million; \u2022 insurance costs for \u20ac0.4 million; \u2022 exceptional costs for \u20ac1.1 million; and \u2022 other costs not included in the above categories for \u20ac3 million. Exceptional costs are related to costs incurred for M&A and one-off projects completed during the year and as a consequence not strictly inherent to business performance of the Group. Adjusted EBITDA is then calculated as follows: operating loss plus amortisation, depreciation, exceptional costs, severance indemnity, stock option plan cost and earn-out payments costs (as disclosed above). The increase compared with last year is mainly related to the change of perimeter due to the acquisition made for \u20ac3 million and the increase of consultant fee sustain to boost the growth of the Group and to be compliant with the requirements of being a listed Group. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-351": {
"value": "The fees of the Group\u2019s auditor for services provided are analysed below: \u20ac\u2019000 2022 2021 Audit of the Group\u2019s financial statements 183 143 Other1 \u2013 353 1 includes in 2021 mainly the activities related to the IPO (issuing of comfort letters on the Prospectus and other related services). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-373": {
"value": "Amortisation and depreciation expenses includes: \u2022 amortisation of intangible assets of approximately \u20ac6.8 million for the year ended 31 December 2022 (\u20ac3.3 million for the year ended 31 December 2021) mainly related to development costs capitalised; and \u2022 depreciation of tangible assets for approximately \u20ac1.2 million for the year ended 31 December 2022 (\u20ac0.9 million for the year ended 31 December 2021). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-376": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-378": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-374": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-366": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceCostExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-309": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-352": {
"value": "11. FINANCE INCOME AND EXPENSE Finance income and expense are shown in the following tables: \u20ac\u2019000 2022 2021 Interest received on bank deposits 8 \u2013 Gain on foreign exchange 223 11 Total finance income 231 11 \u20ac\u2019000 2022 2021 Bank loans 481 549 Loss on foreign exchange 228 102 Other loans 14 1,645 Net interest expense on defined benefit pension scheme 25 13 Loss on derivative contracts \u2013 2,327 Other finance expense 487 182 Total finance expense 1,235 4,818 Bank loans include the interest paid during the year for the loan in place. Other loans included in FY 2021 the interest accrued and paid for the loan entered into with European Investment Bank. Such loan has been fully repaid at the end of 2021. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-310": {
"value": "12. CORPORATE INCOME TAX Corporate income taxes are shown in the following table: \u20ac\u2019000 2022 2021 Current tax on profits for the period \u2013 \u2013 R&D tax grants 306 150 Foreign subsidiaries income taxes (621) (2,236) Adjustment relating to prior periods 2 (9) Total current tax (313) (2,095) Origination and reversal of temporary differences 173 (670) Total deferred tax 173 (670) Corporate income tax (140) (2,765) The caption R&D tax grants is related to tax grants recognised by Italian tax authorities in relation to R&D expenses incurred during the year. Foreign subsidiaries income taxes include the accrual for corporate income taxes to be paid mainly in France, Portugal, Germany and Israel. Group has estimated trading losses carried forwarded in the UK for an amount of approximately \u20ac25 million and in Italy for an amount of approximately \u20ac21 million. Punctual computation will be prepared by management in light of the presentation of the income tax return in each country. Deferred tax assets of approximately \u20ac10.6 million have not been recognised due to the uncertainty in the timing in which such loss will be utilised. The income taxes for the year are reconciled with the theoretical tax burden in the following table: \u20ac\u2019000 2022 2021 Loss before tax (discontinued and continuing operations) (7,137) (20,760) Tax using the Company\u2019s domestic tax rate of 19.0% (1,356) (3,944) R&D expenditure credit (306) \u2013 Other expenditure credit 0 (150) Foreign subsidiaries income taxes 621 2,236 Unrecognised deferred tax assets 3,115 4,626 Capital Gain DriveK business combination1 (1,872) \u2013 Other movements (62) (3) Total tax (credit) 140 2,765 1 Contribution in-kind made by MotorK Italia S.r.l. to AutoXY S.p.A. in the context of the business combination related to the selling of the DriveK business unit is neutral from a fiscal perspective in accordance with Italian tax legislation. As a consequence, loss before tax from a fiscal perspective is higher of roughly \u20ac1.8 million compared to the loss booked in the consolidated financial statements profit and loss statements. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-367": {
"value": "13. INTANGIBLE ASSETS Details of intangible assets increase and decrease for the years ended 31 December 2021 and 2020 are provided in the following table: \u20ac\u2019000 Customer relationships Trademark Development costs and software Goodwill Total Cost As at 1 January 2021 1,520 \u2013 10,784 1,943 14,247 Additions \u2013 internally generated \u2013 \u2013 3,729 \u2013 3,729 Acquired through business combinations 1,603 70 220 5,937 7,830 Assets classified as held for sale \u2013 \u2013 (177) \u2013 (177) As at 31 December 2021 3,123 70 14,556 7,880 25,629 Additions \u2013 internally generated \u2013 \u2013 8,707 \u2013 8,707 Additions \u2013 \u2013 53 \u2013 53 Acquired through business combinations 2,774 994 879 10,285 14,932 Reclassification from assets available for sale \u2013 3,422 3,422 As at 31 December 2022 5,897 1,064 27,617 18,165 52,743 Accumulated amortisation and impairment As at 1 January 2021 357 \u2013 4,028 0 4,385 Charge for the year 119 1 3,171 \u2013 3,291 Assets classified as held for sale \u2013 \u2013 \u2013 \u2013 As at 31 December 2021 476 1 7,199 0 7,676 Charge for the year 466 115 6,232 6,814 Reclassification from assets available for sale 1,497 1,497 As at 31 December 2022 942 116 14,928 15,987 Net book value As at 1 January 2021 1,163 \u2013 6,756 1,943 9,862 As at 31 December 2021 2,647 69 7,357 7,880 17,953 As at 31 December 2022 4,955 948 12,689 18,165 36,757 Customer relationship The customer relationship amounts to \u20ac4.9 million as at 31 December 2022 (\u20ac2.6 million as at 31 December 2020). The increase is related to the fair value of customer relationship arising from the allocation of the consideration paid for the acquisition made during FY 2022 of FranceProNet for \u20ac1.4 million, FusionIT for \u20ac0.8 million and ICO International for \u20ac0.6 million net of the amortisation of the year. Management has assessed that there are no impairment indicators, and therefore it is not necessary to prepare an impairment test, the reasons being the good performance in terms of revenues and EBITDA of the Group. Trademark Trademark costs amounted to \u20ac0.9 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) and this is related to the fair value allocated using the Relief-from-Royalty method to part of the consideration paid for the acquisition of FranceProNet for \u20ac0.2 million, FusionIT for \u20ac0.5million and ICO International for \u20ac0.3 million net of the amortisation of the year. Development costs Development costs amounting to \u20ac12.7 million as at 31 December 2022 (\u20ac7.3 million as at 31 December 2021) are due to the Group developing most of its technology and applications in-house. Such costs are related to continued development of new product offerings, applications, features and enhancements to existing digital services and solutions in the two dedicated hubs in Italy and Portugal. The main projects where the R&D team was involved during the year are the following: \u2022 Leadspark and Leadspark 2 development: creation of the new version of the CRM with new features and with an improvement in terms of user experience; \u2022 Webspark and Webspark (R)evolution: enhancement of Webspark Sales to improve website performance and its adaptability to the Platform. Due to the results of the year development costs were subject to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. The results of the impairment test did not reveal any impairment loss. Goodwill Goodwill booked in the consolidated financial statements as at 31 December 2022 amounts to \u20ac18.1 million (\u20ac7.9 million as at 31 December 2021). The increase compared with last year is related to the fair value allocated to residual goodwill generate by the acquisition made during the FY 2022 for \u20ac10.3 million. The increase of the year is related to the goodwill arisen from the PPA made during the year reported below: \u2022 FranceProNet \u20ac1.3 million. \u2022 SFD \u20ac1.1 million. \u2022 FusionIT \u20ac5.5 million. \u2022 ICO International \u20ac2.4 million. In accordance with IAS 36, goodwill is not amortised and is tested for impairment annually or more frequently if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and the recoverable amount of the CGU. The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value in use. To this end, for the purpose of verifying the recoverability of goodwill recorded under intangible assets, a single CGU has been identified, consisting of all the operating activities of the Group as a whole (the DriveK business unit was classified as a discontinued operation and sold during FY 2022). The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes in margins. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. As at 31 December 2022, goodwill was subjected to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. Beyond that period, operating cash flows are assumed to grow at 1.9% annually. The risk adjusted pre-tax rate (\u201cWACC\u201d) used to discount the CGU cash flow forecasts is 20.5%. For the purposes of estimating the value in use of the CGU to which the goodwill is allocated, both internal and external sources of information were used. The results of the impairment test on goodwill as at 31 December 2022 did not reveal any impairment loss. In assessing the value in use of the CGU, management have considered the potential impact of possible changes in the main assumptions used. A sensitivity analysis was carried out by determining the break-even point WACC, which, keeping the other parameters constant, would render the difference between the recoverable amount and the carrying amount of the CGU as nil. In these circumstances, the break-even point WACC is 29.3%. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoodwillExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-353": {
"value": "13. INTANGIBLE ASSETS Details of intangible assets increase and decrease for the years ended 31 December 2021 and 2020 are provided in the following table: \u20ac\u2019000 Customer relationships Trademark Development costs and software Goodwill Total Cost As at 1 January 2021 1,520 \u2013 10,784 1,943 14,247 Additions \u2013 internally generated \u2013 \u2013 3,729 \u2013 3,729 Acquired through business combinations 1,603 70 220 5,937 7,830 Assets classified as held for sale \u2013 \u2013 (177) \u2013 (177) As at 31 December 2021 3,123 70 14,556 7,880 25,629 Additions \u2013 internally generated \u2013 \u2013 8,707 \u2013 8,707 Additions \u2013 \u2013 53 \u2013 53 Acquired through business combinations 2,774 994 879 10,285 14,932 Reclassification from assets available for sale \u2013 3,422 3,422 As at 31 December 2022 5,897 1,064 27,617 18,165 52,743 Accumulated amortisation and impairment As at 1 January 2021 357 \u2013 4,028 0 4,385 Charge for the year 119 1 3,171 \u2013 3,291 Assets classified as held for sale \u2013 \u2013 \u2013 \u2013 As at 31 December 2021 476 1 7,199 0 7,676 Charge for the year 466 115 6,232 6,814 Reclassification from assets available for sale 1,497 1,497 As at 31 December 2022 942 116 14,928 15,987 Net book value As at 1 January 2021 1,163 \u2013 6,756 1,943 9,862 As at 31 December 2021 2,647 69 7,357 7,880 17,953 As at 31 December 2022 4,955 948 12,689 18,165 36,757 Customer relationship The customer relationship amounts to \u20ac4.9 million as at 31 December 2022 (\u20ac2.6 million as at 31 December 2020). The increase is related to the fair value of customer relationship arising from the allocation of the consideration paid for the acquisition made during FY 2022 of FranceProNet for \u20ac1.4 million, FusionIT for \u20ac0.8 million and ICO International for \u20ac0.6 million net of the amortisation of the year. Management has assessed that there are no impairment indicators, and therefore it is not necessary to prepare an impairment test, the reasons being the good performance in terms of revenues and EBITDA of the Group. Trademark Trademark costs amounted to \u20ac0.9 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) and this is related to the fair value allocated using the Relief-from-Royalty method to part of the consideration paid for the acquisition of FranceProNet for \u20ac0.2 million, FusionIT for \u20ac0.5million and ICO International for \u20ac0.3 million net of the amortisation of the year. Development costs Development costs amounting to \u20ac12.7 million as at 31 December 2022 (\u20ac7.3 million as at 31 December 2021) are due to the Group developing most of its technology and applications in-house. Such costs are related to continued development of new product offerings, applications, features and enhancements to existing digital services and solutions in the two dedicated hubs in Italy and Portugal. The main projects where the R&D team was involved during the year are the following: \u2022 Leadspark and Leadspark 2 development: creation of the new version of the CRM with new features and with an improvement in terms of user experience; \u2022 Webspark and Webspark (R)evolution: enhancement of Webspark Sales to improve website performance and its adaptability to the Platform. Due to the results of the year development costs were subject to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. The results of the impairment test did not reveal any impairment loss. Goodwill Goodwill booked in the consolidated financial statements as at 31 December 2022 amounts to \u20ac18.1 million (\u20ac7.9 million as at 31 December 2021). The increase compared with last year is related to the fair value allocated to residual goodwill generate by the acquisition made during the FY 2022 for \u20ac10.3 million. The increase of the year is related to the goodwill arisen from the PPA made during the year reported below: \u2022 FranceProNet \u20ac1.3 million. \u2022 SFD \u20ac1.1 million. \u2022 FusionIT \u20ac5.5 million. \u2022 ICO International \u20ac2.4 million. In accordance with IAS 36, goodwill is not amortised and is tested for impairment annually or more frequently if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and the recoverable amount of the CGU. The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value in use. To this end, for the purpose of verifying the recoverability of goodwill recorded under intangible assets, a single CGU has been identified, consisting of all the operating activities of the Group as a whole (the DriveK business unit was classified as a discontinued operation and sold during FY 2022). The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes in margins. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. As at 31 December 2022, goodwill was subjected to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. Beyond that period, operating cash flows are assumed to grow at 1.9% annually. The risk adjusted pre-tax rate (\u201cWACC\u201d) used to discount the CGU cash flow forecasts is 20.5%. For the purposes of estimating the value in use of the CGU to which the goodwill is allocated, both internal and external sources of information were used. The results of the impairment test on goodwill as at 31 December 2022 did not reveal any impairment loss. In assessing the value in use of the CGU, management have considered the potential impact of possible changes in the main assumptions used. A sensitivity analysis was carried out by determining the break-even point WACC, which, keeping the other parameters constant, would render the difference between the recoverable amount and the carrying amount of the CGU as nil. In these circumstances, the break-even point WACC is 29.3%. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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},
"fact-311": {
"value": "13. INTANGIBLE ASSETS Details of intangible assets increase and decrease for the years ended 31 December 2021 and 2020 are provided in the following table: \u20ac\u2019000 Customer relationships Trademark Development costs and software Goodwill Total Cost As at 1 January 2021 1,520 \u2013 10,784 1,943 14,247 Additions \u2013 internally generated \u2013 \u2013 3,729 \u2013 3,729 Acquired through business combinations 1,603 70 220 5,937 7,830 Assets classified as held for sale \u2013 \u2013 (177) \u2013 (177) As at 31 December 2021 3,123 70 14,556 7,880 25,629 Additions \u2013 internally generated \u2013 \u2013 8,707 \u2013 8,707 Additions \u2013 \u2013 53 \u2013 53 Acquired through business combinations 2,774 994 879 10,285 14,932 Reclassification from assets available for sale \u2013 3,422 3,422 As at 31 December 2022 5,897 1,064 27,617 18,165 52,743 Accumulated amortisation and impairment As at 1 January 2021 357 \u2013 4,028 0 4,385 Charge for the year 119 1 3,171 \u2013 3,291 Assets classified as held for sale \u2013 \u2013 \u2013 \u2013 As at 31 December 2021 476 1 7,199 0 7,676 Charge for the year 466 115 6,232 6,814 Reclassification from assets available for sale 1,497 1,497 As at 31 December 2022 942 116 14,928 15,987 Net book value As at 1 January 2021 1,163 \u2013 6,756 1,943 9,862 As at 31 December 2021 2,647 69 7,357 7,880 17,953 As at 31 December 2022 4,955 948 12,689 18,165 36,757 Customer relationship The customer relationship amounts to \u20ac4.9 million as at 31 December 2022 (\u20ac2.6 million as at 31 December 2020). The increase is related to the fair value of customer relationship arising from the allocation of the consideration paid for the acquisition made during FY 2022 of FranceProNet for \u20ac1.4 million, FusionIT for \u20ac0.8 million and ICO International for \u20ac0.6 million net of the amortisation of the year. Management has assessed that there are no impairment indicators, and therefore it is not necessary to prepare an impairment test, the reasons being the good performance in terms of revenues and EBITDA of the Group. Trademark Trademark costs amounted to \u20ac0.9 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) and this is related to the fair value allocated using the Relief-from-Royalty method to part of the consideration paid for the acquisition of FranceProNet for \u20ac0.2 million, FusionIT for \u20ac0.5million and ICO International for \u20ac0.3 million net of the amortisation of the year. Development costs Development costs amounting to \u20ac12.7 million as at 31 December 2022 (\u20ac7.3 million as at 31 December 2021) are due to the Group developing most of its technology and applications in-house. Such costs are related to continued development of new product offerings, applications, features and enhancements to existing digital services and solutions in the two dedicated hubs in Italy and Portugal. The main projects where the R&D team was involved during the year are the following: \u2022 Leadspark and Leadspark 2 development: creation of the new version of the CRM with new features and with an improvement in terms of user experience; \u2022 Webspark and Webspark (R)evolution: enhancement of Webspark Sales to improve website performance and its adaptability to the Platform. Due to the results of the year development costs were subject to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. The results of the impairment test did not reveal any impairment loss. Goodwill Goodwill booked in the consolidated financial statements as at 31 December 2022 amounts to \u20ac18.1 million (\u20ac7.9 million as at 31 December 2021). The increase compared with last year is related to the fair value allocated to residual goodwill generate by the acquisition made during the FY 2022 for \u20ac10.3 million. The increase of the year is related to the goodwill arisen from the PPA made during the year reported below: \u2022 FranceProNet \u20ac1.3 million. \u2022 SFD \u20ac1.1 million. \u2022 FusionIT \u20ac5.5 million. \u2022 ICO International \u20ac2.4 million. In accordance with IAS 36, goodwill is not amortised and is tested for impairment annually or more frequently if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and the recoverable amount of the CGU. The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value in use. To this end, for the purpose of verifying the recoverability of goodwill recorded under intangible assets, a single CGU has been identified, consisting of all the operating activities of the Group as a whole (the DriveK business unit was classified as a discontinued operation and sold during FY 2022). The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes in margins. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. As at 31 December 2022, goodwill was subjected to an impairment test taking into account past economic and financial performance and future expectations inferable from the business plan 2023\u20132027. Beyond that period, operating cash flows are assumed to grow at 1.9% annually. The risk adjusted pre-tax rate (\u201cWACC\u201d) used to discount the CGU cash flow forecasts is 20.5%. For the purposes of estimating the value in use of the CGU to which the goodwill is allocated, both internal and external sources of information were used. The results of the impairment test on goodwill as at 31 December 2022 did not reveal any impairment loss. In assessing the value in use of the CGU, management have considered the potential impact of possible changes in the main assumptions used. A sensitivity analysis was carried out by determining the break-even point WACC, which, keeping the other parameters constant, would render the difference between the recoverable amount and the carrying amount of the CGU as nil. In these circumstances, the break-even point WACC is 29.3%. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-354": {
"value": "14. PROPERTY PLANT AND EQUIPMENT \u20ac\u2019000 Leasehold land and buildings Fixtures and fittings Motor vehicles Computer equipment Right-of-use assets Total Cost As at 1 January 2021 316 77 \u2013 209 3,432 4,034 Additions 10 8 \u2013 117 1,975 2,110 Acquired through business combinations 23 38 1 50 215 327 Disposals (182) (182) As at 31 December 2021 349 123 1 376 5,440 6,289 Additions 60 30 \u2013 225 2,437 2,752 Acquired through business combinations \u2013 40 26 16 433 515 Disposals \u2013 \u2013 \u2013 (9) (341) (350) As at 31 December 2022 409 193 27 608 7,969 9,206 Accumulated depreciation As at 1 January 2021 244 66 \u2013 150 1,881 2,341 Charge for the year 41 9 1 48 845 944 Depreciation on disposals (72) (72) As at 31 December 2021 285 75 1 198 2,654 3,213 Charge for the year 42 13 5 102 1,038 1,200 Depreciation on disposals \u2013 \u2013 \u2013 (7) (200) (207) As at 31 December 2022 327 88 6 293 3,492 4,206 Net book value As at 1 January 2021 72 11 \u2013 59 1,551 1,693 As at 31 December 2021 64 48 \u2013 178 2,786 3,076 As at 31 December 2022 82 105 21 315 4,477 5,000 Right-of-use assets amounting to \u20ac4.5 million as at 31 December 2022 (\u20ac2.8 million as at 31 December 2021) are related to the application of IFRS 16 to the lease of the offices of the Group subsidiaries and the lease of cars assigned to the employees. The increase in the year net of depreciation of \u20ac1.7 million is related mainly to the new lease agreement stipulated in France for the new offices. Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2022 (\u20ac0.3 million as of 31 December 2021), and to (ii) office rental for \u20ac3.9 million as of 31 December 2022 (\u20ac2.4 million as of 31 December 2021). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfQuantitativeInformationAboutRightofuseAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-312": {
"value": "14. PROPERTY PLANT AND EQUIPMENT \u20ac\u2019000 Leasehold land and buildings Fixtures and fittings Motor vehicles Computer equipment Right-of-use assets Total Cost As at 1 January 2021 316 77 \u2013 209 3,432 4,034 Additions 10 8 \u2013 117 1,975 2,110 Acquired through business combinations 23 38 1 50 215 327 Disposals (182) (182) As at 31 December 2021 349 123 1 376 5,440 6,289 Additions 60 30 \u2013 225 2,437 2,752 Acquired through business combinations \u2013 40 26 16 433 515 Disposals \u2013 \u2013 \u2013 (9) (341) (350) As at 31 December 2022 409 193 27 608 7,969 9,206 Accumulated depreciation As at 1 January 2021 244 66 \u2013 150 1,881 2,341 Charge for the year 41 9 1 48 845 944 Depreciation on disposals (72) (72) As at 31 December 2021 285 75 1 198 2,654 3,213 Charge for the year 42 13 5 102 1,038 1,200 Depreciation on disposals \u2013 \u2013 \u2013 (7) (200) (207) As at 31 December 2022 327 88 6 293 3,492 4,206 Net book value As at 1 January 2021 72 11 \u2013 59 1,551 1,693 As at 31 December 2021 64 48 \u2013 178 2,786 3,076 As at 31 December 2022 82 105 21 315 4,477 5,000 Right-of-use assets amounting to \u20ac4.5 million as at 31 December 2022 (\u20ac2.8 million as at 31 December 2021) are related to the application of IFRS 16 to the lease of the offices of the Group subsidiaries and the lease of cars assigned to the employees. The increase in the year net of depreciation of \u20ac1.7 million is related mainly to the new lease agreement stipulated in France for the new offices. Right-of-use by underlying asset mainly refers to (i) automobiles for \u20ac0.6 million as of 31 December 2022 (\u20ac0.3 million as of 31 December 2021), and to (ii) office rental for \u20ac3.9 million as of 31 December 2022 (\u20ac2.4 million as of 31 December 2021). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-313": {
"value": "15. INVESTMENTS IN ASSOCIATED COMPANIES AND NON-CURRENT ASSETS \u2013 SECURITY DEPOSIT Investments in associated companies amounts to \u20ac3.5 million and it represents the investment in the 20% of AutoXY S.p.A. arisen from the business combination related to the sale of the DriveK Business Unit. Details are provided below in note 24. As the transition was completed at fair value in the month of December 2022, management has considered the investments valued at fair value and therefore no impairment test has been prepared. Non-current assets \u2013 security deposit amounts to \u20ac0.1 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) includes deposits made by the Group mainly for the rental of the offices of the subsidiaries. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-355": {
"value": "15. INVESTMENTS IN ASSOCIATED COMPANIES AND NON-CURRENT ASSETS \u2013 SECURITY DEPOSIT Investments in associated companies amounts to \u20ac3.5 million and it represents the investment in the 20% of AutoXY S.p.A. arisen from the business combination related to the sale of the DriveK Business Unit. Details are provided below in note 24. As the transition was completed at fair value in the month of December 2022, management has considered the investments valued at fair value and therefore no impairment test has been prepared. Non-current assets \u2013 security deposit amounts to \u20ac0.1 million as at 31 December 2022 (\u20ac0.1 million as at 31 December 2021) includes deposits made by the Group mainly for the rental of the offices of the subsidiaries. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-356": {
"value": "16. CONTRACT ASSETS AND TRADE AND OTHER RECEIVABLES Contract assets and trade and other receivables are shown in the following table: \u20ac\u2019000 2022 2021 Non-current contract assets 7,294 5,059 Contract assets \u2013 current portion 13,440 8,521 Total contract assets 20,734 13,580 Trade receivables 11,347 5,720 Prepayments 889 634 Other receivables 86 355 Tax receivables 736 732 Total trade and other receivables 13,058 7,441 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-357": {
"value": "18. TRADE AND OTHER PAYABLES AND TAX PAYABLE Trade and other payables include: \u20ac\u2019000 2022 2021 Trade payables 2,694 1,844 Accruals 2,465 1,329 Total trade payables 5,159 3,173 Other payables including tax and social security payments 6,862 5,084 Total current trade and other payables 12,021 8,257 The carrying value of trade and other payables measured at amortised cost approximates fair value. Trade payables amount to \u20ac2.7 million as at 31 December 2022 compared with \u20ac1.8 million as at 31 December 2021. Accruals includes invoices to be received for service rendered in 2022. The increase compared to the data as at 31 December 2021 is lined up with the increase of trade payables and with the general increase of the business of the Group. Other payables amounting to \u20ac6.9 million as at 31 December 2022 includes: \u2022 contract liabilities of \u20ac2 million (\u20ac1.5 million last year). This is mainly related to the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at 31 December related to the post contract support activities. Changes during the FY2022 are the following: increase for \u20ac1.5 million and release to profit and loss for \u20ac1 million. Changes during the FY2021 are the following: increase for \u20ac1 million and release to profit and loss for \u20ac0.4 million; \u2022 liabilities towards employees for bonus\u2019 to be paid in 2022 for \u20ac0.5 million (\u20ac0.8 million last year); \u2022 emoluments to be paid to the directors for \u20ac0.1 million; \u2022 other liabilities towards employees and related social security charges of approximately \u20ac3.9 million (\u20ac3 million last year). Increase of the year is mainly related to the increase of average of FTE within the Group; and \u2022 other minor liabilities for \u20ac0.4 million. \u20ac\u2019000 2022 2021 Corporate tax liabilities 3,041 2,448 VAT liabilities 801 497 Total tax payable 3,842 2,945 Corporate tax liabilities includes mainly the tax provision booked in MotorK Israel Ltd during FY 2021 that will be paid in 2023 for \u20ac2.1 million and the tax provision for the taxes to be paid mainly in France, Portugal and Germany. VAT liabilities is mostly composed by VAT debt position of the subsidiaries in Italy, Germany, Spain and France.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-377": {
"value": "Trade and other payables include: \u20ac\u2019000 2022 2021 Trade payables 2,694 1,844 Accruals 2,465 1,329 Total trade payables 5,159 3,173 Other payables including tax and social security payments 6,862 5,084 Total current trade and other payables 12,021 8,257 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-314": {
"value": "19. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES Current and non-current financial liabilities include: \u20ac\u2019000 2022 2021 Bank loan 65 1,794 Convertible notes \u2013 \u2013 Other financial liabilities 611 128 Total current financial liabilities 676 1,922 Current lease liabilities 972 790 Bank loan 7,534 4,200 Other financial liabilities 84 \u2013 Total non-current financial liabilities 7,618 4,200 Non-current lease liabilities 3,665 2,046 Bank loan The following table sets forth the breakdown of bank loans by counterparty for the years ended 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Current Non-current Current Non-current Financial institution \u2013 \u2013 \u2013 \u2013 Creval \u2013 \u2013 594 \u2013 Illimity Bank \u2013 7,202 1,200 4,200 Sace \u2013 300 \u2013 \u2013 Belfius 47 26 \u2013 \u2013 ING Direct 18 \u2013 \u2013 \u2013 CIC Sud Ouest \u2013 6 \u2013 \u2013 Total 65 7,534 1,794 4,200 Main changes of the year are reported below: \u2022 At the end of January 2022 the loan with Illimity Bank was refinanced, producing \u20ac1.8 million of additional liquidity with a longer maturity date and a lower interest rate. The new financial loan amounting to \u20ac7.2 million, with a five-year duration and a 0.290 bps margin on Euribor, provides the following financial covenants to be tested annually, starting from December 2022: leverage ratio (net financial position/EBITDA) and gearing ratio (net financial position/net equity). At the date of this financial statements covenants are respected. In the context of the support provided during the COVID-19 and post COVID-19 period by the Italian government, Illimity Banks is guaranteed by SACE SIMEST for 90% of the loan value in case the Group will not be able to fulfill its obligations. \u2022 Repayment in January 2022 of the loan entered into with Creval for \u20ac0.6 million. \u2022 Entered into a financial loan with SACE SIMEST for \u20ac0.3 million in September 2022 to sustain the digitalisation process of the Group with a with a six-year duration and a 0.081% interest rate. No financial covenants in place. Other financial liabilities with Belfius, ING Direct and CIC Sud Ouest are related to minor financing in place in the Company acquired during the year 2022. Other financial liabilities Other financial liabilities includes mainly debt related to credit cards repaid early in 2022 for \u20ac0.2 million and \u20ac0.4 million of deferred consideration to be paid for the acquisition of ICO International. The changes in financial liabilities, excluding lease liabilities, are shown below: \u20ac\u2019000 Total Financial liabilities at 31 December 2020 31,095 Repayments of loan 1 (20,432) Change in other financial liabilities 109 Cash changes (20,323) Convertible equity note conversion (4,650) Financial liabilities at 31 December 2021 6,122 Drawdowns of new loan and CEN (594) New bank loan 2,101 New bank loan obtained through business combinations 98 Change in other financial liabilities 567 Cash changes 2,172 Financial liabilities at 31 December 2022 8,294 1 This includes the repayments of principals for \u20ac18.2 million and interests already accrued as at 31 December 2020 for \u20ac2.2 million . Changes compared with last year are already discussed above. Finance lease liabilities are secured on the assets to which they relate and are related to the IFRS 16 application, starting from 1 January 2019, on lease agreements in place for offices of the Group subsidiaries and for cars assigned to employees. The leases within the scope of IFRS 16 relate to properties and motor vehicles. In 2022, the expense relating to low value assets leases (mainly laptops) amounted to \u20ac0.1 million (\u20ac0.1 million in 2021). Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with the discount rate determined by reference to the Group\u2019s incremental external borrowing rate for the particular asset and level of security. After the initial measurement lease liabilities are increased as a result of interest charged and reduced for lease payments made. The Group leases office buildings where payments are fixed until the contracts expire. The Group also leases motor vehicles where payments can be increased if actual mileage is higher than the contracted rates. There is no other variability in respect of payments and there is not considered to be any significant judgement in relation to the lease terms. The following table provides details of lease liabilities: \u20ac\u2019000 Land and buildings Motor vehicles Total Lease liabilities As at 1 January 2021 1,212 376 1,588 Cash items: Lease payments (517) (394) (911) Non-cash items: New leases in the year 1,611 373 1,984 New leases through business combinations 201 14 215 Reduction for disposal of lease (63) (53) (116) Interest expense 49 27 76 As at 31 December 2021 2,493 343 2,836 Cash items: Lease payments (763) (308) (1,071) Non-cash items: New leases in the year 1,921 516 2,437 New leases through business combinations 388 43 433 Reduction for disposal of lease (130) (11) (141) Interest expense 119 24 143 As at 31 December 2022 4,028 609 4,637 The following table provides details of the Group\u2019s lease liabilities: \u20ac\u2019000 As at 31 December 2022 2021 Repayables as follows: Under 1 year 972 790 2-5 years 2,718 1,861 Greater than 5 years 947 185 Total 4,637 2,836 The increase compared with last year is mainly related to the new lease agreement related to the office in France. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-368": {
"value": "Bank loan The following table sets forth the breakdown of bank loans by counterparty for the years ended 31 December 2022 and 2021: \u20ac\u2019000 2022 2021 Current Non-current Current Non-current Financial institution \u2013 \u2013 \u2013 \u2013 Creval \u2013 \u2013 594 \u2013 Illimity Bank \u2013 7,202 1,200 4,200 Sace \u2013 300 \u2013 \u2013 Belfius 47 26 \u2013 \u2013 ING Direct 18 \u2013 \u2013 \u2013 CIC Sud Ouest \u2013 6 \u2013 \u2013 Total 65 7,534 1,794 4,200 Main changes of the year are reported below: \u2022 At the end of January 2022 the loan with Illimity Bank was refinanced, producing \u20ac1.8 million of additional liquidity with a longer maturity date and a lower interest rate. The new financial loan amounting to \u20ac7.2 million, with a five-year duration and a 0.290 bps margin on Euribor, provides the following financial covenants to be tested annually, starting from December 2022: leverage ratio (net financial position/EBITDA) and gearing ratio (net financial position/net equity). At the date of this financial statements covenants are respected. In the context of the support provided during the COVID-19 and post COVID-19 period by the Italian government, Illimity Banks is guaranteed by SACE SIMEST for 90% of the loan value in case the Group will not be able to fulfill its obligations. \u2022 Repayment in January 2022 of the loan entered into with Creval for \u20ac0.6 million. \u2022 Entered into a financial loan with SACE SIMEST for \u20ac0.3 million in September 2022 to sustain the digitalisation process of the Group with a with a six-year duration and a 0.081% interest rate. No financial covenants in place. Other financial liabilities with Belfius, ING Direct and CIC Sud Ouest are related to minor financing in place in the Company acquired during the year 2022. Other financial liabilities Other financial liabilities includes mainly debt related to credit cards repaid early in 2022 for \u20ac0.2 million and \u20ac0.4 million of deferred consideration to be paid for the acquisition of ICO International. The changes in financial liabilities, excluding lease liabilities, are shown below: \u20ac\u2019000 Total Financial liabilities at 31 December 2020 31,095 Repayments of loan 1 (20,432) Change in other financial liabilities 109 Cash changes (20,323) Convertible equity note conversion (4,650) Financial liabilities at 31 December 2021 6,122 Drawdowns of new loan and CEN (594) New bank loan 2,101 New bank loan obtained through business combinations 98 Change in other financial liabilities 567 Cash changes 2,172 Financial liabilities at 31 December 2022 8,294 1 This includes the repayments of principals for \u20ac18.2 million and interests already accrued as at 31 December 2020 for \u20ac2.2 million ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-358": {
"value": "20. EMPLOYEE BENEFITS LIABILITIES Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code, is a deferred compensation and is based on the years of service of the employee and on the compensation received during the period of service. No other significant pension provisions other than staff severance indemnity booked in the Italian subsidiaries of the Group are included within such caption. According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the number of years of service of the employee and on the taxable remuneration earned by the employee during the service period, i.e., the capital accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or resignation. During the periods analysed there were no special events, such as restructuring plans, reductions or regulations. Employee benefit plan costs increased by \u20ac0.2 million as at 31 December 2022 compared with 31 December 2021, due to the increase in the number of employees. According to IAS 19, the liability was determined by an actuarial calculation. The effect of the actuarial profit, amounting to \u20ac0.7 million for the year ended 31 December 2022 (loss of \u20ac0.02 million for the year ended 31 December 2021), has been recognised in other comprehensive income (OCI). The following table sets forth the maturity profile of the Defined Benefit Obligation: Maturity profile of Defined Benefit Obligation \u20ac\u2019000 Years Expected benefit payments during fiscal year ending 31 December 2023 77 Expected benefit payments during fiscal year ending 31 December 2024 102 Expected benefit payments during fiscal year ending 31 December 2025 126 Expected benefit payments during fiscal year ending 31 December 2026 150 Expected benefit payments during fiscal year ending 31 December 2027 173 Expected benefit payments during fiscal years ending 31 December 2028 through 31 December 2032 1,267 The amounts recognised in the statement of financial position are as follows: \u20ac\u2019000 2022 2021 Present value of obligation (1,895) (2,069) Fair value of scheme assets \u2013 \u2013 Employee benefit liability (1,895) (2,069) The amounts included within the statement of comprehensive income are as follows: \u20ac\u2019000 2022 2021 Current service costs 758 557 Amount included in personnel costs 758 557 Interest on pension liabilities 25 13 Amount included in finance cost 25 13 Analysis of the amount recognised in statement of total comprehensive income: \u20ac\u2019000 2022 2021 Experience gain/(loss) on liabilities 679 (20) Net gain/(loss) 679 (20) Changes in the present value of the employee benefit obligation are as follows: \u20ac\u2019000 2022 2021 Opening employee benefit obligation 2,069 1,818 Service cost \u2013 continuing operations 758 557 Service cost \u2013 discontinued operations \u2013 \u2013 Interest cost 25 13 Actuarial gain/(loss) (679) 20 Benefit paid (314) (356) Reclassification as liabilities directly associated with assets classified as held for sale \u2013 \u2013 Other movements 36 17 Closing employee benefit obligation 1,895 2,069 Expected payments for the year ended 31 December 2023 for the Group amount to \u20ac0.07 million. One of the main assumptions is the discount rate, which should be based on the returns available on high quality corporate bonds at the accounting date with a term corresponding to that of liabilities. The other assumptions should be chosen to reflect a better estimate of future long-term experience. IAS 19 does not define \u201chigh quality\u201d, but generally means a security rating of AA. The financial assumptions used for this report at the end of the fiscal year are: \u2022 Discount rate: corporate bonds of appropriate duration and quality should be considered in order to determine a discount rate appropriate for IAS purposes. The discount rates used for assessing current and previous assessments were chosen based on the Willis Towers Watson (scheme actuaries) rate. \u2022 Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price set by the European Central Bank over the medium term with a country-specific adjustment. \u2022 Increase in remuneration: the hypothesis was selected in agreement with the Company. Principal assumptions at the statement of financial position date (expressed as weighted averages) are as follows: 2022 2021 Discount rate 3.70% 1.20% Rate of retail price inflation 2.25% 2.00% Rate of increase in salaries 3.25% 3.00% The amount for the current and previous periods are as follows: \u20ac\u2019000 2022 2021 Employee benefits obligation (1,895) (2,069) Scheme assets \u2013 \u2013 (Deficit) (1,895) (2,069) Experience adjustments on scheme liabilities 679 (20) Sensitivity analysis of the value of employee benefits liabilities is shown below: \u20ac\u2019000 2022 2021 Base case 1,895 2,069 Discount rate +0.5% (122) (95) Discount rate -0.5% 138 258 An increase of rates of salary increases of 0.5% will have an increase in the value of the employee benefits liabilities of \u20ac47 thousand while a decrease of rates of salary increase of 0.5% will have a decrease of \u20ac 88 thousand. The same impact for an increase of decrease of price inflation of +/- 0.5% ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDefinedBenefitPlansExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-315": {
"value": "20. EMPLOYEE BENEFITS LIABILITIES Staff severance indemnity, mandatory pursuant to art. 2120 of the Italian civil code, is a deferred compensation and is based on the years of service of the employee and on the compensation received during the period of service. No other significant pension provisions other than staff severance indemnity booked in the Italian subsidiaries of the Group are included within such caption. According to the national law, the deferred compensation to be paid when an employee leaves the entity is based on the number of years of service of the employee and on the taxable remuneration earned by the employee during the service period, i.e., the capital accumulated when the employment ends. The provisions are due in the event of retirement, death, invalidity or resignation. During the periods analysed there were no special events, such as restructuring plans, reductions or regulations. Employee benefit plan costs increased by \u20ac0.2 million as at 31 December 2022 compared with 31 December 2021, due to the increase in the number of employees. According to IAS 19, the liability was determined by an actuarial calculation. The effect of the actuarial profit, amounting to \u20ac0.7 million for the year ended 31 December 2022 (loss of \u20ac0.02 million for the year ended 31 December 2021), has been recognised in other comprehensive income (OCI). The following table sets forth the maturity profile of the Defined Benefit Obligation: Maturity profile of Defined Benefit Obligation \u20ac\u2019000 Years Expected benefit payments during fiscal year ending 31 December 2023 77 Expected benefit payments during fiscal year ending 31 December 2024 102 Expected benefit payments during fiscal year ending 31 December 2025 126 Expected benefit payments during fiscal year ending 31 December 2026 150 Expected benefit payments during fiscal year ending 31 December 2027 173 Expected benefit payments during fiscal years ending 31 December 2028 through 31 December 2032 1,267 The amounts recognised in the statement of financial position are as follows: \u20ac\u2019000 2022 2021 Present value of obligation (1,895) (2,069) Fair value of scheme assets \u2013 \u2013 Employee benefit liability (1,895) (2,069) The amounts included within the statement of comprehensive income are as follows: \u20ac\u2019000 2022 2021 Current service costs 758 557 Amount included in personnel costs 758 557 Interest on pension liabilities 25 13 Amount included in finance cost 25 13 Analysis of the amount recognised in statement of total comprehensive income: \u20ac\u2019000 2022 2021 Experience gain/(loss) on liabilities 679 (20) Net gain/(loss) 679 (20) Changes in the present value of the employee benefit obligation are as follows: \u20ac\u2019000 2022 2021 Opening employee benefit obligation 2,069 1,818 Service cost \u2013 continuing operations 758 557 Service cost \u2013 discontinued operations \u2013 \u2013 Interest cost 25 13 Actuarial gain/(loss) (679) 20 Benefit paid (314) (356) Reclassification as liabilities directly associated with assets classified as held for sale \u2013 \u2013 Other movements 36 17 Closing employee benefit obligation 1,895 2,069 Expected payments for the year ended 31 December 2023 for the Group amount to \u20ac0.07 million. One of the main assumptions is the discount rate, which should be based on the returns available on high quality corporate bonds at the accounting date with a term corresponding to that of liabilities. The other assumptions should be chosen to reflect a better estimate of future long-term experience. IAS 19 does not define \u201chigh quality\u201d, but generally means a security rating of AA. The financial assumptions used for this report at the end of the fiscal year are: \u2022 Discount rate: corporate bonds of appropriate duration and quality should be considered in order to determine a discount rate appropriate for IAS purposes. The discount rates used for assessing current and previous assessments were chosen based on the Willis Towers Watson (scheme actuaries) rate. \u2022 Inflation: the assumed rate of price inflation was assessed by reference to the inflation of the target price set by the European Central Bank over the medium term with a country-specific adjustment. \u2022 Increase in remuneration: the hypothesis was selected in agreement with the Company. Principal assumptions at the statement of financial position date (expressed as weighted averages) are as follows: 2022 2021 Discount rate 3.70% 1.20% Rate of retail price inflation 2.25% 2.00% Rate of increase in salaries 3.25% 3.00% The amount for the current and previous periods are as follows: \u20ac\u2019000 2022 2021 Employee benefits obligation (1,895) (2,069) Scheme assets \u2013 \u2013 (Deficit) (1,895) (2,069) Experience adjustments on scheme liabilities 679 (20) Sensitivity analysis of the value of employee benefits liabilities is shown below: \u20ac\u2019000 2022 2021 Base case 1,895 2,069 Discount rate +0.5% (122) (95) Discount rate -0.5% 138 258 An increase of rates of salary increases of 0.5% will have an increase in the value of the employee benefits liabilities of \u20ac47 thousand while a decrease of rates of salary increase of 0.5% will have a decrease of \u20ac 88 thousand. The same impact for an increase of decrease of price inflation of +/- 0.5% ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-316": {
"value": "21. DEFERRED TAX LIABILITIES Deferred tax liabilities are calculated in full on temporary differences under the liability method using the tax rate of the country in which such differences arisen. The movement of deferred tax liabilities is shown below: \u20ac\u2019000 2022 2021 As at 1 January 659 245 Business combination 986 441 Recognised in profit and loss (174) (27) As at 31 December 1,471 659 Details of deferred tax liabilities are shown below: \u20ac\u2019000 2022 2021 Other 274 77 Customer relationship 1,197 582 Total 1,471 659 The increase compared with last year is mainly related to the deferred tax liabilities arising from the fair value of the intangible assets arising from the purchase price allocation exercise in relation to the consideration paid for the acquisition of FranceProNet, FusionIT and ICO International. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-359": {
"value": "22. OTHER NON-CURRENT LIABILITIES AND PROVISIONS Other non-current liabilities and provisions include: \u20ac\u2019000 2022 2021 Current provisions 551 366 Non-current provisions 3,987 1,040 Total 4,538 1,406 Provisions classified within current liabilities amounts to \u20ac0.5 million (\u20ac0.4 as at 31 December 2021) and includes the provision for certain risk related to litigations in place with some employees who left MotorK and whose level of risk is assessed as probable by management and the current portion of earn-out provision to be paid in 2023. Provisions classified within non-current liabilities amounts to \u20ac4 million (\u20ac1 million as at 31 December 2021) is related to the estimated earn-out to be paid in relation with the acquisition made in 2022 and 2021. The movement of current and non-current provisions is shown below: \u20ac\u2019000 2022 2021 Current provisions as at 1 January 366 \u2013 Release of the period (336) \u2013 Accrual for the period 521 366 Current provisions as at 31 December 551 366 \u20ac\u2019000 2022 2021 Non-current provisions as at 1 January 1,040 \u2013 Release of the period (133) \u2013 Business combination 2,430 \u2013 Accrual for the period 438 1,040 Accrued interests 212 \u2013 Non-current provisions as at 31 December 3,987 1,040 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherNoncurrentLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-317": {
"value": "22. OTHER NON-CURRENT LIABILITIES AND PROVISIONS Other non-current liabilities and provisions include: \u20ac\u2019000 2022 2021 Current provisions 551 366 Non-current provisions 3,987 1,040 Total 4,538 1,406 Provisions classified within current liabilities amounts to \u20ac0.5 million (\u20ac0.4 as at 31 December 2021) and includes the provision for certain risk related to litigations in place with some employees who left MotorK and whose level of risk is assessed as probable by management and the current portion of earn-out provision to be paid in 2023. Provisions classified within non-current liabilities amounts to \u20ac4 million (\u20ac1 million as at 31 December 2021) is related to the estimated earn-out to be paid in relation with the acquisition made in 2022 and 2021. The movement of current and non-current provisions is shown below: \u20ac\u2019000 2022 2021 Current provisions as at 1 January 366 \u2013 Release of the period (336) \u2013 Accrual for the period 521 366 Current provisions as at 31 December 551 366 \u20ac\u2019000 2022 2021 Non-current provisions as at 1 January 1,040 \u2013 Release of the period (133) \u2013 Business combination 2,430 \u2013 Accrual for the period 438 1,040 Accrued interests 212 \u2013 Non-current provisions as at 31 December 3,987 1,040 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfProvisionsExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-369": {
"value": "23. SHAREHOLDERS EQUITY Share capital The share capital is composed as follows: 2022 2021 Value (\u20ac\u2019000) Number Value per share (\u20ac) Value (\u20ac\u2019000) Number Value per share (\u20ac) Ordinary shares 403 40,310,252 0.01 403 40,328,959 0.01 Deferred shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-1 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-2 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Total 403 40,310,252 0.01 403 40,328,959 0.01 During the financial year 2022 share capital changed due to the following items: \u2022 issue of 423,301 shares mainly related to acquisitions made in 2022 and earn-out payment of 2021 acquisitions; and \u2022 cancellation of 442,008 shares related to the buy-back programme in place during the year 2022. On 18 July 2022, the AGM of MotorK Plc has authorised to buy back its own ordinary shares by way of off-market purchases on Euronext Amsterdam and via block trades up to a maximum aggregate value of \u20ac3,000,000. This authorisation is limited to the maximum of 4,032,895 ordinary shares, representing approximately 10 per cent. of the Company\u2019s issued ordinary share capital as at the date of the last AGM of the Company. The authorisation will expire following the conclusion of the AGM of the Company to be held in 2023. On 18 July 2022 AGM approves a capital reduction by way of the cancellation of an amount equal to \u20ac4,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves, including in respect of the Programme. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company. On 13 October 2021 the Shareholders Meeting approves a capital reduction by way of the cancellation of an amount equal to \u20ac14,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company and it was necessary for the re registration of the Company as a public limited company (\u201cPLC\u201d) in the context of the IPO. Earn-out reserve represents contingent consideration to be paid in shares to be issued on the basis of the earn-out mechanism in place with the previous shareholders of the Company acquired in December 2021. Such shares will be issued between the end of December 2023 and the end of December 2024. Share-based payments The Group operates an equity-settled share-based remuneration scheme for employees which comprises the Group Employee Share Option Plan. During the year ended 31 December 2022, 1,358,371 (2,126,641 in 2021) options were granted to employees. These options are related to two different option plan. The one in place during FY 2021 (The \u201cOld Share Option Plan\u201d) providing a straight-line basis vesting over four years, with an exercise price of \u20ac0.34 and with a life of 10 years and a new Employee Share Option Plan (the \u201cNew Share Option Plan\u201d) issued in 2022 providing a straight-line basis vesting over three or four years and subject to performance conditions defined on the basis of Group performance decided year over year (for more details regarding performance conditions please refer to the disclosure done in the Remuneration Committee Report of this Annual Report), with an exercise price of \u20ac1.645 and with a life of ten years. The 345,353 options granted into FY 2022 related to the Old Share Option Plan were granted into the first six months of the year. The 1,013,018 options granted into FY 2022 related to the New Share Option Plan were granted in November 2022. Old Share Option Plan 2022 2021 Weighted average exercise price (\u20ac cents) Number of which exercised Weighted average exercise price (\u20ac cents) Number of which exercised Outstanding at 1 January 34 3,201,583 \u2013 34 1,685,959 \u2013 Subdivision of shares Granted during the year 34 345,353 \u2013 34 2,126,641 120,000 Lapsed during the year1 34 (322,551) \u2013 34 (611,017) \u2013 Outstanding at 31 December 34 3,224,385 \u2013 34 3,201,583 120,000 of which vested 2,337,0 87 1,125,691 unvested 887,298 2,075,892 1 The options lapsed when the beneficiary left the Company. The exercise price of options outstanding at 31 December 2021 and 2020 was \u20ac0.34. New Share Option Plan 2022 2021 Weighted average exercise price (\u20ac) Number of which exercised Weighted average exercise price (\u20ac) Number of which exercised Outstanding at 1 January 1.645 \u2013 \u2013 \u2013 \u2013 \u2013 Subdivision of shares Granted during the year 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 Lapsed during the year1 \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Outstanding at 31 December 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 of which vested \u2013 \u2013 unvested 1,013,018 _ 1 The options lapsed when the beneficiary left the Company. The following information is relevant in the determination of the fair value of options granted during the year under the equity- settled share-based remuneration scheme operated by the Group: 2022 (Old Share Option Plan) 2022 (New Share Option Plan) 2021 Option pricing model used Black-Scholes Black-Scholes Black-Scholes Weighted average share price at grant date (\u20ac) 4.78 0.765 6.1 Exercise price (\u20ac) 0.337 1.645 0.337 Weighted average contractual life (years) 10 10 10 Volatility 31.2% 31.2% 32% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. Historic volatility is estimated looking at the five-year, 50-day median volatility of a sample of comparable companies operating in the software industry listed on the European stock market (Euronext). The share-based remuneration expense comprises: \u20ac\u2019000 2022 2021 Equity-settled scheme 1,543 9,714 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-360": {
"value": "23. SHAREHOLDERS EQUITY Share capital The share capital is composed as follows: 2022 2021 Value (\u20ac\u2019000) Number Value per share (\u20ac) Value (\u20ac\u2019000) Number Value per share (\u20ac) Ordinary shares 403 40,310,252 0.01 403 40,328,959 0.01 Deferred shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-1 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-2 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Total 403 40,310,252 0.01 403 40,328,959 0.01 During the financial year 2022 share capital changed due to the following items: \u2022 issue of 423,301 shares mainly related to acquisitions made in 2022 and earn-out payment of 2021 acquisitions; and \u2022 cancellation of 442,008 shares related to the buy-back programme in place during the year 2022. On 18 July 2022, the AGM of MotorK Plc has authorised to buy back its own ordinary shares by way of off-market purchases on Euronext Amsterdam and via block trades up to a maximum aggregate value of \u20ac3,000,000. This authorisation is limited to the maximum of 4,032,895 ordinary shares, representing approximately 10 per cent. of the Company\u2019s issued ordinary share capital as at the date of the last AGM of the Company. The authorisation will expire following the conclusion of the AGM of the Company to be held in 2023. On 18 July 2022 AGM approves a capital reduction by way of the cancellation of an amount equal to \u20ac4,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves, including in respect of the Programme. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company. On 13 October 2021 the Shareholders Meeting approves a capital reduction by way of the cancellation of an amount equal to \u20ac14,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company and it was necessary for the re registration of the Company as a public limited company (\u201cPLC\u201d) in the context of the IPO. Earn-out reserve represents contingent consideration to be paid in shares to be issued on the basis of the earn-out mechanism in place with the previous shareholders of the Company acquired in December 2021. Such shares will be issued between the end of December 2023 and the end of December 2024. Share-based payments The Group operates an equity-settled share-based remuneration scheme for employees which comprises the Group Employee Share Option Plan. During the year ended 31 December 2022, 1,358,371 (2,126,641 in 2021) options were granted to employees. These options are related to two different option plan. The one in place during FY 2021 (The \u201cOld Share Option Plan\u201d) providing a straight-line basis vesting over four years, with an exercise price of \u20ac0.34 and with a life of 10 years and a new Employee Share Option Plan (the \u201cNew Share Option Plan\u201d) issued in 2022 providing a straight-line basis vesting over three or four years and subject to performance conditions defined on the basis of Group performance decided year over year (for more details regarding performance conditions please refer to the disclosure done in the Remuneration Committee Report of this Annual Report), with an exercise price of \u20ac1.645 and with a life of ten years. The 345,353 options granted into FY 2022 related to the Old Share Option Plan were granted into the first six months of the year. The 1,013,018 options granted into FY 2022 related to the New Share Option Plan were granted in November 2022. Old Share Option Plan 2022 2021 Weighted average exercise price (\u20ac cents) Number of which exercised Weighted average exercise price (\u20ac cents) Number of which exercised Outstanding at 1 January 34 3,201,583 \u2013 34 1,685,959 \u2013 Subdivision of shares Granted during the year 34 345,353 \u2013 34 2,126,641 120,000 Lapsed during the year1 34 (322,551) \u2013 34 (611,017) \u2013 Outstanding at 31 December 34 3,224,385 \u2013 34 3,201,583 120,000 of which vested 2,337,0 87 1,125,691 unvested 887,298 2,075,892 1 The options lapsed when the beneficiary left the Company. The exercise price of options outstanding at 31 December 2021 and 2020 was \u20ac0.34. New Share Option Plan 2022 2021 Weighted average exercise price (\u20ac) Number of which exercised Weighted average exercise price (\u20ac) Number of which exercised Outstanding at 1 January 1.645 \u2013 \u2013 \u2013 \u2013 \u2013 Subdivision of shares Granted during the year 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 Lapsed during the year1 \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Outstanding at 31 December 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 of which vested \u2013 \u2013 unvested 1,013,018 _ 1 The options lapsed when the beneficiary left the Company. The following information is relevant in the determination of the fair value of options granted during the year under the equity- settled share-based remuneration scheme operated by the Group: 2022 (Old Share Option Plan) 2022 (New Share Option Plan) 2021 Option pricing model used Black-Scholes Black-Scholes Black-Scholes Weighted average share price at grant date (\u20ac) 4.78 0.765 6.1 Exercise price (\u20ac) 0.337 1.645 0.337 Weighted average contractual life (years) 10 10 10 Volatility 31.2% 31.2% 32% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. Historic volatility is estimated looking at the five-year, 50-day median volatility of a sample of comparable companies operating in the software industry listed on the European stock market (Euronext). The share-based remuneration expense comprises: \u20ac\u2019000 2022 2021 Equity-settled scheme 1,543 9,714 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:984500E0A1C4DLBA3878",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact-318": {
"value": "Share capital The share capital is composed as follows: 2022 2021 Value (\u20ac\u2019000) Number Value per share (\u20ac) Value (\u20ac\u2019000) Number Value per share (\u20ac) Ordinary shares 403 40,310,252 0.01 403 40,328,959 0.01 Deferred shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-1 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Preferred A-2 shares \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Total 403 40,310,252 0.01 403 40,328,959 0.01 During the financial year 2022 share capital changed due to the following items: \u2022 issue of 423,301 shares mainly related to acquisitions made in 2022 and earn-out payment of 2021 acquisitions; and \u2022 cancellation of 442,008 shares related to the buy-back programme in place during the year 2022. On 18 July 2022, the AGM of MotorK Plc has authorised to buy back its own ordinary shares by way of off-market purchases on Euronext Amsterdam and via block trades up to a maximum aggregate value of \u20ac3,000,000. This authorisation is limited to the maximum of 4,032,895 ordinary shares, representing approximately 10 per cent. of the Company\u2019s issued ordinary share capital as at the date of the last AGM of the Company. The authorisation will expire following the conclusion of the AGM of the Company to be held in 2023. On 18 July 2022 AGM approves a capital reduction by way of the cancellation of an amount equal to \u20ac4,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves, including in respect of the Programme. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company. On 13 October 2021 the Shareholders Meeting approves a capital reduction by way of the cancellation of an amount equal to \u20ac14,000,000 standing to the credit of the Group\u2019s share premium account to create additional distributable reserves. Such capital reduction imply a reduction of Share Premium and a increase of Retained Earnings without effect on number of shares of the Company and it was necessary for the re registration of the Company as a public limited company (\u201cPLC\u201d) in the context of the IPO. Earn-out reserve represents contingent consideration to be paid in shares to be issued on the basis of the earn-out mechanism in place with the previous shareholders of the Company acquired in December 2021. Such shares will be issued between the end of December 2023 and the end of December 2024. ",
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"fact-319": {
"value": "Share-based payments The Group operates an equity-settled share-based remuneration scheme for employees which comprises the Group Employee Share Option Plan. During the year ended 31 December 2022, 1,358,371 (2,126,641 in 2021) options were granted to employees. These options are related to two different option plan. The one in place during FY 2021 (The \u201cOld Share Option Plan\u201d) providing a straight-line basis vesting over four years, with an exercise price of \u20ac0.34 and with a life of 10 years and a new Employee Share Option Plan (the \u201cNew Share Option Plan\u201d) issued in 2022 providing a straight-line basis vesting over three or four years and subject to performance conditions defined on the basis of Group performance decided year over year (for more details regarding performance conditions please refer to the disclosure done in the Remuneration Committee Report of this Annual Report), with an exercise price of \u20ac1.645 and with a life of ten years. The 345,353 options granted into FY 2022 related to the Old Share Option Plan were granted into the first six months of the year. The 1,013,018 options granted into FY 2022 related to the New Share Option Plan were granted in November 2022. Old Share Option Plan 2022 2021 Weighted average exercise price (\u20ac cents) Number of which exercised Weighted average exercise price (\u20ac cents) Number of which exercised Outstanding at 1 January 34 3,201,583 \u2013 34 1,685,959 \u2013 Subdivision of shares Granted during the year 34 345,353 \u2013 34 2,126,641 120,000 Lapsed during the year1 34 (322,551) \u2013 34 (611,017) \u2013 Outstanding at 31 December 34 3,224,385 \u2013 34 3,201,583 120,000 of which vested 2,337,0 87 1,125,691 unvested 887,298 2,075,892 1 The options lapsed when the beneficiary left the Company. The exercise price of options outstanding at 31 December 2021 and 2020 was \u20ac0.34. New Share Option Plan 2022 2021 Weighted average exercise price (\u20ac) Number of which exercised Weighted average exercise price (\u20ac) Number of which exercised Outstanding at 1 January 1.645 \u2013 \u2013 \u2013 \u2013 \u2013 Subdivision of shares Granted during the year 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 Lapsed during the year1 \u2013 \u2013 \u2013 \u2013 \u2013 \u2013 Outstanding at 31 December 1.645 1,013,018 \u2013 \u2013 \u2013 \u2013 of which vested \u2013 \u2013 unvested 1,013,018 _ 1 The options lapsed when the beneficiary left the Company. The following information is relevant in the determination of the fair value of options granted during the year under the equity- settled share-based remuneration scheme operated by the Group: 2022 (Old Share Option Plan) 2022 (New Share Option Plan) 2021 Option pricing model used Black-Scholes Black-Scholes Black-Scholes Weighted average share price at grant date (\u20ac) 4.78 0.765 6.1 Exercise price (\u20ac) 0.337 1.645 0.337 Weighted average contractual life (years) 10 10 10 Volatility 31.2% 31.2% 32% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. Historic volatility is estimated looking at the five-year, 50-day median volatility of a sample of comparable companies operating in the software industry listed on the European stock market (Euronext). The share-based remuneration expense comprises: \u20ac\u2019000 2022 2021 Equity-settled scheme 1,543 9,714 ",
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"language": "en",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-320": {
"value": "24. DISCONTINUED OPERATIONS During FY 2022 the Group has completed the sale of the DriveK business unit classified as held for sale in the consolidated financial statements ended 31 December 2021. The transaction completed on 15 December 2022 involved the contribution in kind of the DriveK business into Auto XY S.p.A, company fully owned by Gedi Gruppo Editoriale S.p.A. After that 31,94% of the new combined entity was sold by MotorK Italia S.r.l to Gedi Gruppo Editorial S.pA. so that, after the transaction, MotorK Italia S.r.l. owned 20% of the combined entity. The transaction has generated a gain on sale of \u20ac7.8 million and a cash inflow of \u20ac 4 million. On the 20% of investments into AutoXY S.p.A. owned by MotorK Italia S.r.l. has been granted a reciprocal put and call to be exercised no later than 30 June 2026 calculated on certain EBITDA and Net Financial Positions targets of the Combined Entity. No impairment indicators arisen between 15 December 2022 and the year ended and as a consequence no impairment test has been prepared by management. The results of the DriveK business unit is presented below. \u20ac\u2019000 For the year ended 31 December 2022 For the year ended 31 December 2021 Revenue from customers 5,506 6,325 Capital gain 7,767 \u2013 Costs for marketing and call centre services 3,561 3,853 Personnel costs 1,863 1,529 R&D capitalisation \u2013 (177) Other operating costs 1,115 717 Amortisation and depreciation \u2013 \u2013 Total costs 6,539 5,922 Operating profit 6,734 403 Finance expense \u2013 \u2013 Profit before tax 6,734 403 Corporate income tax \u2013 \u2013 Profit after income tax of discontinued operation 6,734 403 Revenue from customers includes the revenue generated by the business during the year from January 2022 until 15 December 2022 (the date in which the business has been sold). Capital gain includes the capital gain generated by the selling of the business unit as disclosed above. Costs for marketing and call centre services includes the costs incurred by the Group to run the business in the year 2022 until the date in which such business has been sold. Personnel costs includes the costs for employees incurred during the year. Other operating costs includes the fees paid to the advisor supporting the transaction with Gedi Gruppo Editoriale S.p.A. The Group has opted to present the earnings per share from discontinued operations on the face of the statement of profit and loss. As the business unit DriveK was sold on 15 December 2022 the assets and liabilities of DriveK business unit classified as held for sale as at 31 December 2022 are nil. For comparative purpose only we present the value of assets and liabilities of the DriveK business unit as at 31 December 2021: \u20ac\u2019000 As at 31 December 2022 As at 31 December 2021 Intangible assets \u2013 1,925 Trade and other receivables \u2013 2,238 Total assets classified as held for sale \u2013 4,163 Trade and other payables \u2013 767 Employees benefits \u2013 118 Total liabilities classified as held for sale \u2013 885 Net assets classified as held for sale \u2013 3,278 The net cash flows incurred by the DriveK business unit are, as follows: \u20ac\u2019000 For the year ended 31 December 2022 For the year ended 31 December 2021 Net cash flows from/(used in) operating activities (960) 951 Net cash from/(used in) investing activities 4,011 (177) Net cash from/(used in) financing activities \u2013 \u2013 Net increase in cash generated by the business 3,051 774 Net cash flows from/(used in) operating activities represents the cashflow used during the course of business until 15 December 2022. Net cash from/(used in) investing activities is related to \u20ac5.6 million cashed in before the end of the year 2022 for the selling of the 31,94% of the combined entity net of \u20ac4 million of cash contributed into kind in AutoXY SpA. ",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"fact-321": {
"value": "25. BUSINESS COMBINATIONS The acquisitions completed during the year 2022 were made in the context of the Group\u2019s growth strategy to expand its customer based in Europe and its suite of products. Please see below for more details. FranceProNet SaS and SFD SaS On 1 February 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of FranceProNet SAS and SFD SAS (\u201c together FranceProNet Group\u201d), a top-tier French digital agency specialising in web solutions for the automotive sector. FranceProNet is a trusted partner to dealers seeking to unlock the full potential of digitalisation, providing them with web design and a highly specialised SEO-first approach refined over nearly 20 years, while also integrating training, digital marketing and lead generation services. The initial consideration paid for FranceProNet Group in February 2022 amounts to \u20ac4.4 million (of which \u20ac1 million through the issue of shares and \u20ac3.4 million in cash). In addition to the initial consideration paid, the sale and purchase agreement regulating the transfer of shares to MotorK Plc provides with a contingent consideration of \u20ac0.5 million related to certain performance of the acquired company. Management has performed the purchase price allocation during the year 2022 and the excess of the purchase price over the fair value of the estimated net assets acquired of \u20ac3.6 million has been allocated for \u20ac1.4 million to customer relationship, \u20ac0.2 million to trademark net of \u20ac0.4 million of deferred tax liabilities. The difference of \u20ac2.4 million has been allocated to goodwill. Since the acquisition date, FranceProNet SAS contributed for \u20ac0.4 million to the Group consolidated result for the year and \u20ac0.9 million to Group revenue in the consolidated financial statements closed as at 31 December 2022. Since the acquisition date, SFD SaS contributed for \u20ac0.005 million to the Group consolidated result for the year and \u20ac0.6 million to Group revenue in the consolidated financial statements closed as at 31 December 2022. If the acquisition of FranceProNet Group had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac0.4 million and Group profit before tax would have increased by an estimated \u20ac0.4 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022. The Group has incurred \u20ac 0.1 million of costs in relation to the acquisition of FranceProNet Group in the period. These costs have been included in the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows: FranceProNet SAS (\u20ac\u2019000) Book value at acquisition date Adjustment Restated fair value Customer-related intangible assets 1,407 1,407 Trademark 216 216 Property, plant and equipment 13 \u2013 13 Receivables 393 \u2013 393 Cash at bank and in hand 1,055 \u2013 1,055 Payables (501) \u2013 (501) Deferred tax (406) (406) Total net assets (A) 960 1,217 2,177 Fair value of consideration Cash 2,308 Contingent consideration 361 Equity 667 Total consideration (B) 3,336 Goodwill (B)-(A) 1,159 SFD SAS (\u20ac\u2019000) Book value at acquisition date Adjustment Restated fair value Software 13 \u2013 13 Property, plant and equipment 23 \u2013 23 Receivables 615 \u2013 615 Cash at bank and in hand 296 \u2013 296 Payables (634) \u2013 (634) Total net assets (A) 313 313 Fair value of consideration Cash 1,049 Contingent consideration 177 Equity 300 Total consideration (B) 1,526 Goodwill (B)-(A) 1,213 Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, such as cross-selling and up-selling opportunities between FranceProNet and the Group. FusionIT On 31 May 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of FusionIT (also known as \u201cCarflow\u201d) an automotive retail solutions provider that serves more than 400 car dealers and major automotive OEMs in Belgium, the Netherlands and Luxembourg. In line with the strategy of the Group to expand its customer base FusionIT gives the possibility for MotorK to enter into a new strategic market within Europe. The initial consideration paid for FusionIT amounts to \u20ac5 million (of which \u20ac1 million is through the issue of shares and \u20ac4 million is in cash). In addition to the initial consideration, the sale and purchase agreement regulating to the transfer of shares to MotorK Italia Srl provides with a contingent consideration of \u20ac1.8 million related to certain performance conditions of the acquired company: (i) customer migration to MotorK products; ii) keep a certain level of churn rate on existing customer base; iii) generate a certain amount of new business. As provided by IFRS 3 paragraph 55 a) the earn-out conditioned to the fact that the previous shareholders will remain as employees of the Group for a certain period is considered as personnel remuneration and accrued on the Group profit and loss on a straight-line basis over the period of the conditions. Since the acquisition date, the subsidiary contributed a loss of \u20ac0.2 million to the Group consolidated result for the year and \u20ac1.5 million to Group revenue in the consolidated financial statements closed as at 31 December 2022. If the acquisition had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac1 million and Group loss before tax would have increased by an estimated \u20ac0.5 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022. The Group has incurred \u20ac0.06 million of costs in relation to the acquisition of FusionIT in the period. These costs have been included in the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows: FusionIT (\u20ac\u2019000) Book value at acquisition date Adjustment Restated fair value Customer-related intangible assets \u2013 781 781 Trademark \u2013 485 485 Software 960 (494) 466 Property, plant and equipment 35 \u2013 35 Receivables 243 \u2013 243 Cash at bank and in hand 619 \u2013 619 Payables (950) \u2013 (950) Unfavourable contract \u2013 (120) (120) Deferred tax \u2013 (316) (316) Total net assets (A) 907 336 1,243 Fair value of consideration Cash 4,000 Contingent consideration 1,773 Equity 1,000 Total consideration (B) 6,773 Goodwill (B)-(A) 5,530 Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, such as cross-selling and up-selling opportunities between FusionIT and the Group. ICO International GmbH On 28 July 2022, MotorK Group completed the acquisition of 100% of the voting equity interests of ICO International GmbH (also known as \u201cWebmobil24\u201d) a German software provider of stock management solutions and e-commerce platforms to automotive dealers and OEMs. Over the past 20 years, Webmobil24 has established itself as a key player in the German automotive digital landscape thanks to its innovative offering which covers the entire spectrum of vehicle inventory management needs, leveraging the expansion of MotorK Group into the German market. This acquisition marked another decisive step in the development of MotorK\u2019s European footprint. The initial consideration paid for ICO International amounts to \u20ac3 million in cash. In addition to the initial consideration, the sale and purchase agreement regulating to the transfer of shares to MotorK Italia Srl provides with a deferred consideration of \u20ac0.2 million to be paid during FY 2023 and a contingent consideration of \u20ac0.2 million related to certain recurring revenue target. Since the acquisition date, the subsidiary contributed a loss of \u20ac0.1 million to the Group consolidated result for the year and \u20ac0.7 million to Group revenue in the consolidated financial statements closed as at 31 December 2022. If the acquisition had occurred on 1 January 2022 Group revenue would have increased by an estimated \u20ac0.8 million and Group profit before tax would have increased by an estimated \u20ac0.03 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 January 2022. The Group has incurred \u20ac0.07 million of costs in relation to the acquisition of ICO International Gmbh in the period. These costs have been included in the Group\u2019s consolidated statement of profit and loss and other comprehensive income caption other operating costs. ICO International GmbH Continued Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows: ICO International (\u20ac\u2019000) Book value at acquisition date Adjustment Restated fair value Customer-related intangible assets 586 586 Trademark 293 293 Software 1,479 (1,079) 400 Property, plant and equipment 10 \u2013 10 Receivables 166 \u2013 166 Cash at bank and in hand 15 \u2013 15 Payables (170) \u2013 (170) Deferred tax (263) (263) Total net assets (A) 1,500 (463) 1,037 Fair value of consideration Cash 2,975 Deferred and contingent consideration 425 Equity \u2013 Total consideration (B) 3,400 Goodwill (B)-(A) 2,363 Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, such as cross-selling and up-selling opportunities between ICO International and the Group ",
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"value": "26. EARNINGS PER SHARE The following table shows earnings per share, calculated by dividing the result for the year by the weighted average number of ordinary shares outstanding during the year. For the year ended 31 December 2022 2021 Loss for the period (in thousands) (7,277) (23,525) Loss from continuing operations (in thousands) (14,011) (23,928) Profit from discontinued operations (in thousands) 6,734 403 Weighted average number of shares 40,506,379 29,872,528 Earnings per share (0.18) (0.79) Earnings per share from continuing operations (0.35) (0.80) Earnings per share from discontinued operations 0.17 0.01 It should be noted that share-based payments are instruments that could potentially dilute basic earnings per share in the future (for more information on these instruments reference is made to note 23). However, considering that in periods analysed a loss from continuing operations was registered, potential ordinary shares were not dilutive as the potential conversion would decrease the loss per share, in accordance with IAS 33. ",
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"fact-323": {
"value": "27. POST BALANCE SHEET EVENTS On 14 February 2023, in line with the M&A strategy pursued by the Group, MotorK Italia S.r.l. subscribed a convertible equity loan issued by Smart Mobility Services Spain S.L., convertible at the sole discretion of MotorK, for an amount of \u20ac150,000.00 with a due date of 31 December 2023. ",
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"fact-324": {
"value": "28. TRANSLATION OF FOREIGN COMPANIES\u2019 FINANCIAL STATEMENTS The exchange rates used to translate non-Euro zone company\u2019s financial statements are as follows: 2022 Average exchange rate 31 Dec 2022 year-end exchange rate Israeli Shekel 3.5360 3.7554 2021 Average exchange rate1 31 Dec 2021 year-end exchange rate Israeli Shekel 3.7682 3.5159 1 Starting from the incorporation date. The effect of the translation of MotorK Israel Ltd reporting package amount to Euro 126 thousand as reported in the Other comprehensive income/(loss) section. ",
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"fact-325": {
"value": "29. RELATED PARTY TRANSACTIONS Compensation of key management personnel of the Group Full details of the compensation and of number of shares of MotorK Plc of key management personnel are given in the Directors\u2019 remuneration report on pages 58-68. Key management personnel are the member of the board of directors of MotorK Plc. Please refer to the Directors\u2019 remuneration report also for information regarding directors\u2019 shareholding in the Group.",
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}