Annual Report • Mar 21, 2022
Annual Report
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| IN EUR MIO. | 2021 | 2020 | 2019 |
|---|---|---|---|
| Revenues | 1,342.0 | 1,254.8 | 1,122.9 |
| Gross profit | 490.2 | 455.8 | 407.5 |
| EBITDA | 126.3 | 130.0 | 111.7 |
| Amortisation and depreciation | 63.6 | 61.5 | 49.4 |
| EBIT before PPA amortisation1) | 73.2 | 81.7 | 70.1 |
| Result after non-controlling interests | 48.3 | 55.6 | 49.1 |
| Operating cash flow | 95.3 | 140.8 | 83.4 |
| Free cash flow2) | 48.3 | 106.9 | 56.3 |
| Earnings per share 3) | 75 cent | 86 cent | 75 cent |
1) EBIT before amortisation from purchase price allocation
2) Operating cash flow less purchase of non-current non-financial assets 3) Earnings per share undiluted
| IN EUR MIO. | 31.12.2021 | 31.12.2020 | 31.12.2019 |
|---|---|---|---|
| Cash and cash equivalents | 296.5 | 281.9 | 312.3 |
| Equity | 423.3 | 409.5 | 385.1 |
| Equity ratio | 31.3% | 32.8% | 31.4% |
| Net Cash (+) / Net debt (-)4) | -14.2 | 20.3 | 29.5 |
| Working capital5) | 149.9 | 154.3 | 153.9 |
| Backlog | 1,334.9 | 927.2 | 841.5 |
| Project-pipeline | 3,367.0 | 2,702.3 | 2,157.5 |
| Employees6) | 6,206 | 6,067 | 4,934 |
4) Cash and cash equivalents less non-current and current financial liabilities
5) Inventories, trade receivables less trade payables (excl. IFRS 15)
6) Number of employees on full time equivalent basis without employees on parental leave, trainees and apprentices
*) Percentages represent the respective share of revenues in the total revenues of the S&T Group.
In financial year 2021, the S&T Group was able to increase revenue for the 11th time in a row. At EUR 1,342 million, revenues were 7% higher than in 2020. EBITDA was just 3% below our expectations at EUR 126 million. Operating cash flow was able to reach 75% of the EBITDA value at EUR 95 million, significantly higher than was recently expected and despite the shortages caused by the global chip crisis. We are therefore starting the new financial year with around EUR 300 million of liquidity. The order backlog climbed to a new record level of EUR 1,335 million. The 2021 results are satisfactory, but with a long list of challenges, many of which are still ahead of us. But as the saying goes, you can only grow facing challenges.
The economy has been suffering from the COVID-19 pandemic for two years now. While this has presented an opportunity for technology companies like S&T, some of our customers are feeling the impact of the pandemic. We have set a new course in developing an efficient system for working from home, and our employees now perform even better at lower costs than before the pandemic. We successfully pass on our experience to our customers and support them in implementing their home-office concepts and their digitalisation projects.
Like many of our competitors and customers, the chip crisis has been holding us back since March 2021: At the end of 2021, we had EUR 77 million in undelivered orders – products that are urgently needed by our customers. By making technical adjustments, we are getting to grips with the component shortages, but unfortunately this problem – although in mitigated form – will continue to accompany us in 2022.
On December 16, 2021, there was a short-seller attack on S&T with many allegations that had a negative impact on our share price. We committed ourselves to a detailed investigation and commissioned Deloitte to conduct a forensic investigation, which confirmed S&T's view on all key points – as set out in our statement on December 28, 2021. The new Chief Compliance Officer, who has been appointed to the Executive Board as part of the initiated measures, will expand our ongoing TTS program and further increase transparency for shareholders.
Since February 24, 2022, Russia has been waging war against Ukraine, which, in addition to great human suffering, has also had a massive economic impact. Our subsidiaries in Russia, Ukraine, Belarus and Moldova generate around 6% of our revenues in these countries, which means that we are also affected. Already at the end of 2020, we decided not to invest in these countries anymore. In 2022, we will continue decreasing our involvement in Russia, Belarus and Moldova on a continuous but optimised basis.
We react quickly to the challenges that we face. "Setting a new course" not only affects existing problems, but above all means constant improvement. This also includes focusing on the higher-growth and more profitable IoT business, which we want to achieve with our "Focus" project. This project evaluates the sale of the IT Services segment of S&T Group – in the medium term, this should make possible gross margins of over 50% and EBITDA margins of over 15%. In the meantime, we have almost completed vendor due diligence and started marketing to potential buyers. We expect to close the sale in the third quarter. We will use the funds raised to expand our IoT activities and to acquire companies that open up synergies in the IoT sector. In addition, further extensive share buy-backs and a special dividend payment are also possible.
In financial year 2021, we received new orders of EUR 1,750 million. In the first quarter of 2022, this positive trend accelerated once again, and I am very pleased with three major orders worth EUR 200 million alone that demonstrate the strength of the technologies developed by S&T and the expertise of our employees. The high order backlog of EUR 1,335 million will fuel our organic growth in 2022, and we expect revenues of at least EUR 1.5 billion and around 12% organic growth as a result. The EBITDA margin is expected to be around 10% in 2022. Following the sale of the IT division, we will replace the lost IT service revenues by expanding existing and building new IoT business sectors. Despite the sale of the IT segment, we aim to increase revenue to EUR 2.0 billion in pure IoT revenue by 2025. In doing so, we expect profitability to be significantly higher than today. Our new course will be set in 2022.
Hannes Niederhauser, CEO
In 2021 Kontron Transportation France signed an eight-year framework agreement with SNCF Voyageurs for the supply of onboard equipment based on Kontron Modular Computers' TRACe™ B404 platform. The platform is EN50155 certified and thus suitable for installation in means of transportation. Deliveries will start as early as 2022, with a massive deployment planned in 2023.
Kontron Transportation will be supplying the onboard equipment for SNCF in France as part of the Industrial IoT TRAIN-CO project (Communicating Trains), that focuses mainly on high-capacity regional trains like AGC (Autorail à Grande Capacité) and TER (Train Express Regional).
The system is designed to process and transmit operational data related to the SNCF passenger information system (SIVE), the in-cabin video and audio recording system (SEVAC), and the remote train diagnostics system (S'BOX).
As a result, it will make an important contribution to increasing and improving SNCF's operational capacity, as well as the safety of passenger services and SNCF personnel.
This ambitious project involves the development, integration, certification and qualification of these modular computers so that they comply with the strict rules for rail vehicle integration. It also respects the strict industrial regulation required by SNCF in terms of the environment.
| 01 S&T GROUP OVERVIEW | 2 |
|---|---|
| 02 FOREWORD | 5 |
| 03 MANAGEMENT TEAM OVERVIEW | 8 |
| 04 PORTFOLIO OF PRODUCTS AND SERVICES | 11 |
| S&T – A MULTINATIONAL TECHNOLOGY GROUP 11 | |
| S&T IS A FULL-SERVICE IT PROVIDER IN CENTRAL AND EASTERN EUROPE 14 | |
| THE TRANSFORMATION TO IOT SPECIALISTS16 | |
| OUR CUSTOMERS AND VERTICAL END MARKETS 16 | |
| THE FUTURE OF OUR PORTFOLIO OF PRODUCTS AND SERVICES 22 | |
| 05 REPORT OF THE SUPERVISORY BOARD | 24 |
| 06 CORPORATE GOVERNANCE REPORT | 28 |
| 07 THE S&T SHARE | 38 |
| 08 MANAGEMENT REPORT | 44 |
| FOUNDATIONS OF THE GROUP44 | |
| ECONOMIC REPORT50 | |
| FORECAST, OPPORTUNITIES AND RISK REPORT59 | |
| INTERNAL CONTROL SYSTEM, GROUP REPORTING PROCESS AND RISK MANAGEMENT SYSTEM 68 | |
| DISCLOSURES IN ACCORDANCE WITH § 243A UGB (AUSTRIAN COMMERCIAL CODE) 70 | |
| 09 CONSOLIDATED FINANCIAL STATEMENTS 2021 | 74 |
| CONSOLIDATED INCOME STATEMENT 74 | |
| STATEMENT OF OTHER COMPREHENSIVE INCOME 75 | |
| CONSOLIDATED BALANCE SHEET 76 | |
| CONSOLIDATED CASH FLOW STATEMENT 77 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 78 | |
| 10 NOTES 2021 | 80 |
| GENERAL INFORMATION 80 | |
| ACCOUNTING AND VALUATION PRINCIPLES 104 | |
| NOTES TO THE CONSOLIDATED INCOME STATEMENT 118 | |
| NOTES TO THE CONSOLIDATED BALANCE SHEET128 | |
| OTHER DISCLOSURES162 | |
| 11 AUDITOR'S REPORT | 186 |
| 12 STATEMENT OF LEGAL REPRESENTATIVES | 191 |
| 13 SUSTAINABILITY REPORT | 192 |
Hannes Niederhauser started his S&T engagement in 2011. Following his studies in Electrical Engineering at the Graz University of Technology, the Austrian-born manager progressed in the fields of microchips and embedded computing. Before joining S&T, Niederhauser has been the main shareholder and CEO of Kontron AG from 1999 to 2007, which became the world's largest provider in the field of embedded computing. Hannes Niederhauser is consistently driving S&T's transformation from an IT service provider to a leading provider of IoT solutions.
Richard Neuwirth has degrees in law and business administration. He began his career as a lawyer working for a Vienna-based firm. He joined S&T in 2006, and has held a variety of management positions at it. As of July 2013, Neuwirth became the company's CFO. In June 2017 he was appointed Deputy Chairman of the Executive Board.
Michael Jeske – member of the Executive Board of S&T AG since mid-2009 – gathered extensive experience in the area of Operations at Kontron AG after obtaining a technical degree. He has years of management experience in the IT industry behind him and has distinguished himself professionally, particularly in the areas of development, production and quality assurance.
Carlos Queiroz was active in the embedded industry for over 30 years and started his career as a development engineer. At Kontron he held a variety of management positions and was the Managing Director of the subsidiary in Germany from 2000 to 2015. In 2015 he joined the S&T Group, working as a senior executive before being appointed to the Executive Board of S&T AG in August 2017. Carlos Queiroz retired as of Dec. 31, 2021.
Peter Sturz has been with S&T since 2007 and became member of the Executive Board in 2008. Prior to that, he managed the Adriatic Region. Sturz began his career at Allgemeine Bausparkasse as a member of the board responsible for Sales, Marketing and IT. Before joining S&T he was responsible for Austria and Central Europe as member of CSC's managing board.
Michael Riegert has worked in the embedded industry – as an engineer and manager – for more than 25 years. With one exception, Michael Riegert has spent his career at Kontron and S&T, where he has held a variety of management positions. Following his work at Penta/ADLINK, he returned to S&T Group in 2017 and became Managing Director of Kontron Transportation in 2019. With effect from 1.1.2022, Michael Riegert was appointed to the Management Board of S&T AG.
After earning a doctorate in engineering, Olga Sinenko worked for a variety of leading international companies active in the fields of industrial automation, software development and embedded computing. Olga Sinenko followed that up by founding the Russia-based RTSoft, which became part of S&T in 2014. She is chairperson of D2 RNC CIGRE, an international non-profit association for the networking of experts on advanced power systems.
Jochen Gimple has been with Kontron Electronics since 1997 and has 25 years of experience in the field of embedded electronics. The focus of his career has been in the areas of purchasing, logistics and production. During the 25 years, he worked as a manager in the areas of purchasing, materials management, sales and operations. Since 2015, he has been the managing director of Kontron Electronics and is responsible for groupwide ODM activities of the S&T Group.
Christoph Neumann has been with Kontron for 15 years. After a degree in electric engineering, he worked at Digitec and at the US-headquartered Diamond Multimedia. After that, he switched to Giga Stream, which was acquired by Kontron in 2004. Subsequent to that, he headed Kontron's Design Center in Saarbrücken, and held a variety of senior management positions. Among others, as Vice President Engineering, leading Kontron's EMEA engineering team.
Steve Chen has degrees in international business management and accounting. He has more than 15 years of experience in IT management, particularly in the areas of business strategy, development, restructuring, M&A and finance. He joined Kontron in 2002, and has held a variety of management positions at it and at S&T ever since, with these positions including chairman/CEO of Kontron Asia, of S&T Asia, of Quanmax and of Kontron China.
Robert Courteau has been with Kontron since 2000. Holding a degree in Mechanical Engineering, he began his career in design and management positions in the aerospace sector, before joining Kontron where he has held various leadership positions in North America. He has managed Kontron's Communications business since 2013, and is responsible for the US and Canada operations since 2019.
Andy Mason has spent his career of over 25 years in the US Aerospace business. He first worked as a Digital Systems Engineer and then specialised in Real Time Systems development for the Aviation and Defense industry. Since 2010, Mason held management positions at Kontron involving technology, product engineering and business development. In July 2019, Mason was named VP of the Global Avionics group. He holds a degree in Mathematical Statistics. Andy Mason retired at the beginning of 2022.
Bernhard Günthner, Managing Director of Kontron Technologies GmbH, took over the position as VP Smart Factory in October 2019. He has been with Kontron for more than 10 years and worked a.o. as VP Customer Programs for system solutions in industrial automation and medical. He started his career in software development for telematics and ticketing systems with a master's degree in electrical engineering from the Technical University of Munich.
Kontron helps the leading vehicle diagnostics company Hella Gutmann to keep pace with the ever-changing communications requirements for major car manufacturers.
By identifying the new market requirements and thoroughly evaluating potential manufacturers and suppliers of embedded computers, our customer Hella Gutmann quickly became certain that a partnership with a reliable, long-term supplier was essential to ensure the market launch of new product visions quickly and with little risk. The chosen supplier had to offer an extensive range of leading-edge industrial-grade embedded computer products and be highly experienced in the special requirements of this industry sector.
From the customer side, Kontron was subsequently selected due to its proven quality credentials, its comprehensive global support infrastructure including extended five-year product lifetime support, deep expertise in both embedded hardware and software design, as well as competitive pricing.
With the help of Kontron's SMARC™ modules and its embedded computing expertise, Hella Gutmann has been able to build and launch its new family of open interface industrial-grade vehicle diagnostic solutions within a short project duration – quickly and cost-effectively. By summer 2021, having worked closely with Kontron throughout the new product development phase, Hella Gutmann was able to cover 65% of its incoming orders with mega macs X, an entirely new generation of highly flexible and scalable open interface vehicle diagnostic solutions.
10 S&T AG Annual Report 2021
S&T AG is an Austrian technology group with its headquarters in Linz, Austria. With locations in 32 countries worldwide, the company employed 6,206 people as of December 31, 2021. With its business segments "IoT Solutions Europe" and "IoT Solutions America", S&T is a leading international provider of hardware and software products and innovative services in the field of Industry 4.0 and Internet of Things (IoT) as well as Embedded and Edge Computing Technologies (ECT).
In addition, S&T AG is a renowned provider of IT services in the DACH region and in Eastern Europe. Through its "IT Services" segment, the company offers a broad range of services in the areas of IT consulting, integration and outsourcing, corresponding to the plan, build, run principle. A large number of well-known customers from a wide range of industries rely on S&T Group's combined technology portfolio of hardware, software and professional services.
With its three business segments, the company offers a comprehensive portfolio of services and products as well as a variety of attractive solutions that appeal to a wide range of customer segments and vertical markets. The broad technology portfolio and know-how, as well as the considerable engineering capacities within S&T Group, complement each other perfectly and make it possible to implement projects in the relevant areas in a holistic manner and to react quickly and flexibly to market requirements.
In this way, the range of services offered by S&T Group can be continuously expanded and adapted within the technology lifecycles. The aim here is to address the most promising trends and customer needs in all areas and to position S&T as a technology leader.
RANGE OF SERVICES
With its strong regional position, S&T AG has been one of the most renowned system integrators as a "full-service provider" of IT solutions in the Central and Eastern European region for many years. As an independent IT service provider, the S&T Group supports customers in the development, implementation and operation of IT projects within the framework of the plan, build and run principle. Companies from a wide range of industries, as well as public institutions, rely on S&T's expertise.
As one of the few providers, S&T is able to offer a very broad range of services from a single source to internationally operating customers and partners in this region, thanks to its regional companies and staff in numerous Central and Eastern European countries. With the takeover of the CITYCOMP Group in the summer of 2020, the S&T Group managed to position itself as a nationwide IT service provider in Germany and strengthen this position by acquiring PSB-IT Service GmbH in the financial year 2021. The S&T Group thus has an extensive service network that also enables the provision of time-critical break-and-fix and IMAC services.
In accordance with local market conditions and customer structure, the specific range of services, focus business areas and also the selection of technology partners in the respective national companies are adapted regionally in order to be able to offer a portfolio that is as attractive as possible to customers and markets. In addition, S&T views the topics SAP S/4HANA, cloud and security as particular growth opportunities in the IT services sector and will set an increased focus here. Regional competence centres are implemented across the Group. This strategy avoids the build-up of inefficient redundancies in complex specialist areas and also enables a more powerful focus and optimal use of human resources.
S&T's comprehensive "plan, build, run" portfolio includes almost all services required for planning, implementing and operating IT solutions.
The projects supported by S&T are often designed and implemented under its leadership and fall into several of the above-mentioned service categories, including project management services. It is precisely in such projects that S&T is able to bring all its strengths to the table and impress with many years of expertise and project experience in the service and hardware sectors, as well as its ability to offer customised hardware and software solutions.
Until the takeover of Kontron at the end of 2016, S&T AG was a classic provider of IT systems, whose business was primarily comprised of the provision of IT services, software and security solutions ("security appliances"). Since software-based security solutions and cloud computing had long been the trends shaping the world of IT, S&T already had a large stock of experience in this area. It consigned this asset to its new subsidiary Kontron, which was a supplier of industrial computing technologies. The merger thus joined computing technologies, production environments and enterprise IT together. This, in turn, enabled the entry into the market for the realisation of innovative IoT and Industry 4.0 solutions. This constellation of offers and this proficiency are both rare and in high demand in the era of Industry 4.0. Since then, the portfolio of proprietary technologies has been further strengthened by S&T Group's own research and development projects as well as through targeted acquisitions. Examples include the acquisition of AIS Automation GmbH, Dresden, Germany, to expand the range of software available in the field of industrial automation, the acquisition of the Kapsch CarrierCom Group to enter the railway communications sector, and the acquisition of the Iskratel Group in Kranj, Slovenia, to expand 5G expertise.
In its two IoT Solutions segments, the S&T Group delivers products and solutions primarily to the following vertical markets:
As the demand for digitalisation of business and production processes increases, so does the need for sophisticated and efficient automation. This applies especially at warehouses and production plants, where intelligent machines are essential for daily operations and a secure (real-time) connection is required at all times. The S&T Group focuses on the constantly growing market for automation solutions and is also aware of the importance of attaining the level of quality which is crucial for companies today. This is why S&T Group has developed its own end-to-end, "application-ready" Internet of Things (IoT) framework, SUSiEtec. This framework enables customers to create high-quality, customised applications that comply with their diverse work environments and requirements.
SUSiEtec achieves the integration of information technology (IT) with operational technology (OT) by using Microsoft Azure IoT Edge Services. The S&T framework offers a number of advantages here: These include predictive maintenance, real-time monitoring, self-optimisation, fleet management and asset tracking. The company's rich portfolio of services and reliable, state-of-the-art embedded technologies can serve IoT and IIoT applications across a wide range of industries. As a consequence, customers see reduced total cost of ownership, accelerated time-to-market and product lifecycles, and in many cases, the evolution of new business models.
The fact that the SUSiEtec framework can save costs as well as increase efficiency has been proven by HAUSER Kühlmöbel und Kältetechnik GmbH, a company that uses the SUSiEtec framework to reduce the rising costs of paper-based documentation of installation processes and improve time management. Through digitalisation and the use of SUSiEtec, two unique applications were developed to support more than 100 employees. These applications not only improved customer satisfaction, but also increased maintenance efficiency by about 15%.
The product range within the SUSiEtec Framework is constantly being expanded – for example, in 2021, device management applications, for the management and monitoring of IoT devices, as well as EquipmentCloud® for the management of distributed hardware and IoT devices were integrated under the SUSiEtec umbrella. EquipmentCloud® itself has been enhanced with new features for mechanical
engineering. An additional maintenance module enables process-dependent maintenance. Furthermore, a spare parts function helps to identify spare parts for machines, assemblies and spare parts lists quickly and accurately.
S&T's offering ensures that customers have access to cost-effective, durable and fully integrated hardware and software solutions that are reliable and efficient. The S&T Group offers its customers a range of products that enable the control, interaction and connection of machines, data and processes to provide our customers with a competitive advantage in their industry. S&T thus provides the tools and know-how to enable the smart factories of tomorrow to achieve their full potential.
Solutions for medical technology have been in increased demand, particularly in the last two years due to the global COVID-19 pandemic. In particular, demand increased for ventilators and patient monitoring systems, which are both product groups in which the S&T Group has been one of the leading suppliers for many years. As a system-relevant supplier, the S&T Group was not affected by the government lockdowns and was able to make its contribution to the fight against the SARS-CoV-2 virus by maintaining production.
From IoT endpoints to infrastructure systems, S&T ensures a modern, IoT-enabled healthcare system and smart real-time applications that can increase the quality of care and significantly reduce healthcare costs. These goals are all the more urgent as the current shortage of skilled workers also affects the healthcare system. Even if medical care and nursing are still decisively influenced by the people involved, the technology provides the appropriate support to make processes more efficient and to improve the patient care. S&T's solutions can support key areas of healthcare thanks to its embedded wireless technology. One area where this is apparent is patient diagnostics and imaging to help physicians diagnose disease, determine severity, and monitor patients. Another area is clinical and critical care, where the S&T Group supports its customers in developing solutions for innovative and productive workflows in their departments, offering state-of-the-art systems for patient monitoring, ventilation as well as reliable analytical instruments and laboratory equipment.
Another medical area on which the S&T Group focuses is medical therapy systems, which meet the requirements for functionality and safety and offer the reliability, availability, durability and quality that customers are looking for.
In particular, the S&T Group increasingly stands out by manufacturing innovative products geared towards artificial intelligence (AI). High reliability is the requirement when using medical devices for surgical interventions. The new Soloassist II robotic technology makes it easier than ever for surgeons to work with endoscopes. This aims to reduce stress and risks during minimally invasive surgery, because the surgeon usually uses their own hand. This cutting-edge technology also enables speech recognition, which allows the surgeon to guide the surgical camera without increased risk to the patient. S&T continuously develops practical solutions for its customers. In another application, S&T is providing the technical platform with artificial intelligence to support the surgeon's operating console, robotic arm control and training simulators for a modular, portable robotic surgical system that went into production in 2021.
Public transport has long had a high demand for intelligent and reliable IoT services. This demand will continue to increase as climate targets encourage the shift of passenger transport as well as freight transport to rail transport systems. In addition, the need for digitalisation is very high as it promotes better management of traffic flows. The S&T Group is one of the leading providers of end-to-end communications in the railroad sector and has many years of experience in implementing solutions for mission-critical networks. Another area in which S&T supports its customers is in specialised rail computers that support passenger information systems and video streaming, network video surveillance and train management systems.
The S&T Group has solutions for many types of public transport and demonstrates its expertise in this vertical market through its extensive product range. Services offered include embedded computing for the rail sector, dedicated networks for train radio, embedded systems for the vehicle sector and ticketing solutions. To ensure that rail infrastructure functions optimally, the S&T Group offers extensive customisation of Commercial Off-The-Shelf (COTS) computing platforms to ensure critical safety and performance up to Safety Integrity Level (SIL) 4, helping to ensure that public transport can be used safely. S&T's technology not only supports public transport staff with digital communications on the job in a secure and time-efficient manner, but also promotes a seamless service to passengers without technical disruptions. Kontron Transportation's portfolio includes the essential elements needed to set up a modern GSM-R network, from the mobile stations and terminals to the decentralised base stations, the central "core network" and the operating system support.
Furthermore, Kontron Transportation, a subsidiary of the Group, is one of the driving forces behind the definition and specification of the FRMCS (Future Railway Mobile Communication System) standards. The company is represented in international bodies, such as UIC (International Union of Railways), ETSI (European Telecommunications Standards Institute) and 3GPP (3rd Generation Partnership Project) working groups, which, as part of the new European Technical Specification for Interoperability (TSI) planned for the end of 2022, represent an important milestone on the path to the industrialisation of FRMCS.
At the beginning of 2021, the first commercial release of the MCx communication system was completed, which is a core element of Kontron Transportation's FRMCS strategy. The Westfälische Landes-Eisenbahn was acquired as first new customer. On its 120 km track, it will use Kontron Transportation's modern communication solution and the new IP-based MCx system instead of the existing analogue radio. With the use of modern traffic controller devices and mobile smartphone applications in conjunction with a hosted MCc server application, which provides various services, the railway is ideally equipped for the future.
Kontron Transportation is successfully working on various research initiatives, thus driving forward the development of modern mobile communication for railways. In December 2021, for example, Kontron Transportation, together with its partners AZD and Thales, successfully demonstrated how an unmanned train operates as part of an event organised by the European Shift2Rail program. This technology is based on a prototype developed by Kontron Transportation using FRMCS.
Opportunities are opening up for service providers to leverage more complex solutions as a result of the rapid evolution of the telecommunications industry, the introduction of 5G and the increasing use of Open RAN technology. This leads to faster deployment and a significant reduction in capital expenditure (CAPEX). To support the evolution of this industry, S&T Group is working together with service providers around the world to transform networks and has introduced its innovative series of Carrier-grade Off-The-Shelf servers, specifically optimised for demanding networks.
In addition, the S&T Group supports several sectors within the telecommunications industry and helps service providers around the globe with its services, especially in the areas of media provisioning, data storage and migration using Network Functions Virtualisation (NFV) and Software Defined Networking (SDN) technologies. For this purpose, the S&T Group offers various high-density servers with special security and optimisation algorithms, so that a customised solution is available no matter where it is deployed. These include cloud systems, telco Edge servers and telecommunications systems.
S&T has been a leader in virtual radio access network (vRAN) technology for public and private mobile networks for many years. In collaboration with key industry partners that provide disruptive and disaggregated solutions for deploying LTE and 5G networks, S&T provides robust servers that can be deployed at the edge of mobile networks, either at the base of antenna towers or directly on the towers themselves. Our solutions have advanced processors, can be used in widely varying environmental conditions, consume little power and integrate AI processors to bring intelligence to the edge of networks. They include network control hardware and software, security and systems management software, as well as full integration of leading vRAN applications. S&T's solutions target remote mobile network access points, rural deployments and private industrial networks, covering the extreme edge where conventional servers cannot be deployed.
As global energy consumption continues to grow, energy companies are striving to create a more sustainable energy market and reduce their carbon footprint. To efficiently deliver power, reliability and cost-effective benefits, it is essential that computing solutions are able to withstand the stress of mechanical shock and vibration, temperature, airborne dust and other adverse conditions in the operating environment.
It is also indispensable for energy companies to have access to components with guaranteed long-term availability, as well as safe and cost-effective energy solutions that offer increased reliability and efficiency. The S&T Group's range of innovative solutions can be installed in a wide variety of sectors of the energy industry, including oil and gas, wind and solar energy, biogas, power plants and smart grids.
The S&T Group's smart grid and smart metering solutions are developed both internally and working together with external partners for smart grids, utilities providers and industrial customers. Additionally, S&T offers complete solutions for the control and optimisation of energy networks and generators, such as low-voltage network management, network control stations for electricity, gas, heat and water infrastructure, virtual power plants and micro grids.
S&T is proud to supply energy providers throughout Europe – including Linz Netz, which supplies electricity to around 440,000 people in Austria. S&T is currently supporting Linz Netz in delivering more than 80,000 smart meters to its customers and putting them into operation by the end of 2022. The usage of an intelligent energy management system (Meter Data Management System) offers Linz Netz and its customers flexible tariff models, an up-to-date overview of energy consumption, additional energy savings, improved billing capabilities as well as efficient and secure grid operation. S&T is helping utilities providers prepare for the future of the smart energy grid.
The S&T Group has extensive experience working with a wide range of retail customers and understands how important it is to rely on a secure network in retail environments. High-quality data protection and secure services are essential in the retail industry, as are efficient IoT solutions and infrastructure management to keep daily operations running smoothly.
One of the most important factors for multinational retailers is maintaining a stable and reliable international payment system. S&T has launched customised software for fully automated international payment transactions. FeniX makes payment transactions much easier and reduces order processing time by up to 85%. Other benefits include a considerable reduction in operating expenses (OPEX), as well as significant paper savings, integrability and scalability.
Since 2020, S&T has been supplying embedded technology to Mettler Toledo, one of the world's largest suppliers of scales used in laboratories, industry and food retail. With the help of these framework solutions, S&T provides customers with intelligent and secure IoT solutions and is able to perform upgrades and maintenance for all applications in food retailing.
With more than 30 years of experience and as the world's leading provider of in-flight entertainment and passenger communication systems, the S&T Group is one of the most trusted players when it comes to providing high-quality IoT services to the commercial aviation industry. The S&T Group offers a wide range of hardware and software solutions for aviation connectivity and entertainment, enabling more airlines to offer their passengers enhanced services, such as film and media streaming or Internet connectivity. This allows companies to break the boundaries of traditional product lifecycles, for example through Bring Your Own Device (BYOD) models, achieve greater operational efficiency, and unlock new revenue streams. S&T products in this market include satellite communications controllers, media streaming servers and wireless access points, all tested and certified to operate in the harsh environment of commercial aircraft and business jets. Our solutions also include media delivery software that enables operators to quickly deploy flight-specific services with minimal development costs.
Although the aviation sector has been severely impacted by the COVID pandemic, the S&T Group is able to benefit from the start of the recovery thanks to its focus on domestic transport, business jets and Asia, as well as its position as the main supplier of modern satellite connectivity controllers. The emergence of new providers of low earth orbit (LEO) satellite constellations also creates new opportunities for the provision of higher bandwidth and better global coverage services, as well as the opportunity to extend our aviation expertise to other applications, such as land or maritime transport.
Less than 10 years ago, S&T was a provider of classic IT hardware products under the brands chiliGREEN, Proworx and Maxdata. Over the course of time, the S&T Group has constantly changed and transformed itself into an innovative technology provider. By the mid-2010s, the IT services segment had been further expanded, while the business with low-margin IT hardware products was gradually discontinued. Since the Group acquired Kontron AG, the focus has been on growth in the IoT segment, driven by the Group's expertise in embedded hardware and IoT software solutions.
The transformation of the S&T Group is to be continued in the coming years. To this end, the evaluation of strategic options for the IT services area was also launched in autumn 2021 under the project name "Focus" to strengthen the focus on the IoT area. In addition, a continuous expansion of the software share in the vertical end markets, the development of an "IoT as a Service" offering with SLA-based services in the IoT area and the strengthening of the portfolio through targeted acquisitions are planned. In the sense of "Vision 2030", these steps are intended to complete the transformation to a pure "IoT Player".
Many manufacturing companies currently still find it difficult to get started with Artificial Intelligence (AI). In the new AI-workstation, Robotron and Kontron now combine two of their innovative and powerful solutions for uncomplicated and fast application of computer vision. The multi-purpose AI-workstation enables training, execution and inference of algorithms for a wide range of models and frameworks. The standardised approach covers up to 90 percent of all deployment scenarios and enables manufacturing engineers without programming experience to solve their inspection problems in real-time using computer vision.
It relies on the AI method of reinforcement learning. The strategy of using trained and re-trained networks has many advantages. This applies, for example, to quickly teaching a neural network new error types or even product adaptations – this is important in practice to quickly adapt AI solutions to new contexts.
To implement the application scenarios around computer vision in practice, first of all sufficient image data sets and annotated knowledge are necessary. The images must be labelled accordingly so the algorithm knows, for example, what a correct or a faulty component looks like. The algorithm is then trained with this input.
Kontron and Robotron developed an AI solution based on the Kontron KWS 3000-CML workstation, which offers high performance in terms of computing power and graphics, while at the same time guaranteeing maximum reliability, long-term availability and flexibility, and enables a holistic approach to training, deployment and inference around computer vision applications with Robotron's real-time computer vision (RCV) platform.
This way, an AI solution has been jointly created to enable quality or manufacturing engineers to solve their inspection problems. Artificial Intelligence is not in the foreground as an end in itself but has the goal of directly solving practical problems algorithmically.
Dear shareholders, colleagues, ladies and gentlemen,
as Chairwoman of the Supervisory Board of S&T AG, it falls to me to report on the past financial year 2021:
We continue to live in very uncertain and troubled times. Since February 24, 2022, our world has taken on a different tone. Although the number of cases continues to rise, the pandemic in Europe has lost its drama and has been pushed into the background by the invasion of Ukraine by Russian troops. Once again, we see destroyed regions, human suffering and streams of refugees within Europe. On top of that we also see the beginning of an economic war whose global impact we cannot yet estimate. Stock markets have been in a nosedive for weeks, prices for grain, crude oil, natural gas and other raw materials have risen dramatically since the start of the war in Ukraine, and Russia has been subjected to considerable economic sanctions. Faced with this reality, the Delta and Omikron variants and the lockdowns, capacity bottlenecks in manufacturing and logistics, and the resulting chip crisis, almost appear negligible in 2021. In 2020 we were able to count ourselves among the winners of the crisis, but the global chip shortage left a far greater mark on the S&T Group in the past financial year. Despite all our efforts, it was not possible to fully compensate for missing microchips and components, significant price increases, and delivery delays.
Despite a strong order intake of about EUR 1,750 million and a very high order backlog of EUR 1,335 million at the end of the year, the chip crisis meant that revenue development fell short of original expectations. Although the S&T Group was able to increase revenues (EUR 1,342 million), EBITDA (EUR 126.3 million) decreased slightly compared to the previous year. However, the high volume of orders not yet delivered will provide a tailwind for 2022. On the cost side, management also took appropriate measures to further improve profitability, but was unable to fully compensate for the impact of the chip crisis. In addition to the existing PEC² program, the S&T Group has taken further steps to adjust costs by, for example, merging or downsizing many locations, thereby reducing costs in the medium term. The streamlining of the organisational structure through the sale of non-strategic holdings, intra-group mergers, or the liquidation of companies no longer needed was also pushed forward. Finally, in September 2021 — in line with our "Vision 2030" — the "Focus" project was launched to evaluate strategic options for the IT services segment.
As a result of orders not yet delivered, the S&T Group's inventories, in particular semi-finished products, reached a peak of EUR 187.3 million and as a consequence had a negative impact on operating cash flow in 2021. Nevertheless, the goal of generating operating cash flow of 75% of EBITDA was achieved in financial year 2021. The balances with banks and fixed-term deposits made due to negative interest rates add up to EUR 303.5 million. Overall, net debt is EUR 14.2 million.
For 2022, the management and Supervisory Board of S&T AG expect strong organic growth of about 12% due to the large order backlog and delayed deliveries worth around EUR 80 million. The guidance announced in January amounts to around EUR 1.5 billion in revenues with an EBITDA of around EUR 150 million. Improvements in the supply chain coupled with internal measures such as redesigning products around more readily available components will also ease the inventory situation and improve operational cash flow in 2022. It remains to be seen how the war in Ukraine will develop and how the international community's current sanctions against Russia will affect the economy and the S&T Group.
Furthermore, in my capacity as Chairwoman of the Supervisory Board of S&T AG, I would like to inform you that in the financial year 2021, the Supervisory Board of S&T AG performed all of its legally prescribed duties and control functions in close consultation with the Executive Board of the company and was involved in all strategic and material corporate decisions at an early stage and to an appropriate extent. The Executive Board provided the Supervisory Board with regular, timely and comprehensive information and prepared and presented the relevant information and key figures.
The Supervisory Board held four regular meetings in the 2021 financial year, and one extraordinary meeting due to the share price development in December 2021, as well as two meetings of the Audit Committee. In spring 2021, the Remuneration Committee discussed changes to the remuneration policy of the Executive Board and the Supervisory Board of S&T AG and presented the amended remuneration policy for the Executive Board of S&T AG and the remuneration report for 2020 to the Annual General Meeting on June 8, 2021, which approved it accordingly. The Nomination Committee also met to choose a successor to Mr. Carlos Queiroz, who retired at the end of 2021, and appointed Mr. Michael Riegert as a new member of the Executive Board with effect from January 1, 2022. In addition to the regular meetings, various discussions took place between the Chair and members of the Supervisory Board and the CEO and CFO of the company on issues of strategy, current business development, the risk situation, risk management and compliance of the company. Whenever the agreement or approval of the Supervisory Board was required for decisions or measures taken by the Executive Board, draft resolutions were submitted to the members of the Supervisory Board in advance for examination and then decided upon in meetings by way of vote or circulation. In the 2021 financial year, decisions were required on various acquisitions and reorganisation measures, for example.
In the 2021 financial year, no conflict of interest arose in the Supervisory Board; all resolutions were passed unanimously by all members of the Supervisory Board, unless abstention was necessary or advised. Furthermore, there were no changes in the composition of the Executive Board during the reporting period. There was a change in the composition of the Supervisory Board because, following Max Lee's departure, Yolanda Wu moved onto the Supervisory Board of S&T AG and also became a member of the Audit, Nomination and Remuneration Committees. In accordance with the principles of the German Corporate Governance Code and in order to perform its duties efficiently, the Audit Committee, the Remuneration Committee and the Nomination Committee, each of which consist of three Supervisory Board members, are each composed of a majority of independent Supervisory Board members. Likewise, in accordance with the recommendations of the German Corporate Governance Code, the role of Chair of the Supervisory Board was separated from that of Chair of the Audit Committee. Full details on this can be found in the chapter "Corporate Governance Report".
The individual financial statement was prepared in accordance with the Austrian Commercial Code (UGB), while the consolidated financial statement is in accordance with IFRS. Ernst & Young Wirtschaftsprüfungsgesellschaft mbH was appointed as the auditor for 2021 by the Annual General Meeting on June 8, 2021. The individual and consolidated financial statements, the management report and the Group management report as well as the auditor's reports were submitted to all members of the Supervisory Board and the Audit Committee. The financial statement documents have been discussed in detail by the Supervisory Board and the Audit Committee in the presence of the auditor following an auditor's report. The Supervisory Board approved the individual and consolidated financial statements prepared by the Executive Board. The individual and consolidated financial statements are therefore adopted in accordance with section 125, paragraph 2 of the Austrian Stock Corporation Act. The Supervisory Board is in agreement with the management report and the Group management report and in particular with the assessment of the further development of the company.
The Supervisory Board, together with the Executive Board, has submitted a Corporate Governance Report in accordance with its obligation to comply with the German Corporate Governance Code as per section 243c of the Austrian Commercial Code (UGB) and has made this report available to the shareholders in the company's annual report in the chapter "Corporate Governance Report".
The year 2021 posed numerous challenges to the S&T Group and to you, the shareholders. On December 16, 2021, the short seller Viceroy Research LLC published a report on S&T AG containing assertions which were not true, have no bearing on S&T AG, relate to incidents dating back more than ten years, or are immaterial. S&T AG has issued a statement countering the allegations. The Supervisory Board, together with management, has also decided to launch a forensic investigation and mandated Deloitte for this purpose.
In the interests of open and transparent communication, a summary of the results of the forensic investigation have already been published and prove that the allegations against S&T AG are unfounded. These negative headlines overshadowed many of the positive developments such as the new customers acquired and an all-time high order backlog. We want to return the focus to our day-to-day operations. I would like to close with these words by the Austrian dramatist Franz Grillparzer: "Wisdom gives only counsel, it is action that counts". I would like to thank the Executive Board and all our employees for their achievements and their commitment in the financial year 2021.
Vienna, March 2022
for the Supervisory Board
Claudia Badstöber Chair of the Supervisory Board
S&T AG Annual Report 2021 27
With a higher percentage of employees working remotely or in a hybrid model than ever before, ensuring they have the right equipment and the right IT support to work effectively in any environment is critical for success. In an extremely dynamic as well as cost-oriented business world, it is becoming increasingly difficult to operate workplace devices such as desktops, notebooks and smartphones in a cost and time-efficient manner while providing the very latest technology at the same time.
With a wealth of experience in client management, S&T is one of the best-known providers of modern workplace services in Austria. For Transgourmet Österreich GmbH, a leading Austrian retail partner for the catering and hospitality industry as well as for trade customers, S&T implemented a fully managed comprehensive workplace management solution (hardware as a service, logistics and rollout services, device and software management, mobile management, preinstallation, patch management and IMAC services). The customer benefits from high-quality IT services, reliable and efficient logistics, premium help desk support from S&T's team of experienced call center agents and a strong Austrian-wide regional presence. Thanks to the entirely outsourced and fully automated device management as well as the implemented process standardisation, Transgourmet could completely optimise its client management, resulting in highly (cost-)efficient and safe IT operations.
S&T AG is a joint stock company listed on the officially regulated Prime Standard market of the Frankfurt Stock Exchange (FSE) under Austrian law. In accordance with the Austrian Stock Corporation Act, the Executive Board manages the company independently. It exercises this responsibility in the best interest of the company, taking into consideration the interests of the shareholders and employees. The Supervisory Board supervises the management and supports the Executive Board in significant decisions.
§ 243c of the Austrian Commercial Code (UGB) stipulates that a joint stock company whose shares have been authorised for trading on a regulated market is required to compile a Corporate Governance Report. To fulfil this obligation the following Corporate Governance Report is provided:
As an Austrian company and a stock corporation listed in Germany, S&T AG voluntarily complies with the German Corporate Governance Code (§ 243c Paragraph 1 N 1 UGB). The last update of the Corporate Governance Report of S&T AG took place on March 25, 2021, as part of the Annual Report 2020 on the basis of the German Corporate Governance Code as amended on December 16, 2019. The Code may be viewed at https://www.dcgk.de/en/home.html. In the declaration of compliance, the Executive Board and Supervisory Board report on the Corporate Governance of the company in accordance with §§ 243c UGB and Principle 22 of the German Corporate Governance Code of December 16, 2019.
The Executive Board and Supervisory Board of S&T AG make the following declaration in accordance with § 243c UGB with regard to the recommendations of the "Government Commission on the German Corporate Governance Code":
S&T AG deviates from some Principles of the German Corporate Governance Code of December 16, 2019. The reasons for these deviations are explained in detail in the following report.
For a number of years, S&T AG has been pursuing a strategy designed to yield a sustained and long-term increase in corporate value. The executive Board and the supervisory Board have committed themselves to managing and controlling S&T AG and its subsidiaries in a responsible way. The value-based principles of proper business management constitute an essential component of these policies. The Principles laid down in the Corporate Governance Code have therefore been part of S&T AG's corporate and leadership culture for many years. They facilitate the increasing of value and the strengthening of investor confidence. The foundations of the German Corporate Governance Code are the rules contained in German law pertaining to shares, securities and capital markets, and in the OECD directives on Corporate Governance. The Code becomes effective through the company's voluntary commitment to it. This commitment entails the necessity of justifying any nonconformity with recommendations ("comply or explain").
The term "S&T AG" includes S&T AG as the parent company and all its Group companies. S&T AG is a stock corporation under Austrian law. Its head offices are in Linz. It has three boards: The Annual General Meeting, the Supervisory Board and the Executive Board. Their duties and powers arise from the Austrian Stock Corporation Act and the Articles of Association of S&T AG. This includes, in particular, the following duties and powers:
The Executive Board manages the company independently and in the best interests of the company with the aim of sustainable value creation. This includes taking account of the interests and wellbeing of shareholders, employees, customers and suppliers and all other groups with some connection with the company (stakeholders).
§ 7 Paragraph 1 of the Articles of Association stipulates that the Executive Board of S&T AG consists of a minimum of one and a maximum of seven members. The exact number of members within these parameters is determined by the Supervisory Board. As of December 31, 2021 the Executive Board consisted of the following five members:
The Supervisory Board appointed Mr. Michael Riegert, who was previously responsible for the Transportation business within the Group and was already a member of the extended management of S&T AG, as successor to Mr. Carlos Queiroz on the Executive Board of S&T AG with effect from January 1, 2022.
The Executive Board reaches decisions together with the management of S&T AG, determines the strategic orientation of the S&T Group, coordinates it with the Supervisory Board and carries it out.
Together with the Supervisory Board, the Executive Board is responsible for long-term succession planning. Potential candidates for the Executive Board require not only appropriate professional qualifications for the duties they are to assume, but also the necessary leadership qualities and international experience. Appointment to the Executive Board of S&T AG, and in most cases renewal of a seat on it, is for a maximum of three years. The Supervisory Board generally decides whether to renew a position on the Executive Board six months before it is due to expire. No fixed age limit has been set: membership of the Executive Board usually ends once the member reaches retirement age, which in Austria is currently 60 years for women and 65 years for men. With regard to the composition of the Executive Board, the Supervisory Board has introduced a diversity scheme which also takes account of recommendations in the German Corporate Governance Code. The aim here is to achieve a level of diversity in both the Supervisory Board and the Executive Board that corresponds at least to the share of men and women in the workforce (26,3% female employees as of December 31, 2021). In addition, the Executive Board has set itself the target of achieving a share of women in the management by the end of the graduated ESG 3-step plan that essentially mirrors the share of women in the workforce overall. As of December 31, 2021, 22.1% (PY: 21.6%) of lower, middle and senior management positions at S&T Group were held by women. When a new member of the Executive Board is appointed, S&T AG's compliance officer informs the new member of the essential parameters relating to performance of the duties involved, the by-laws to be observed, the internal policies and directives, the legal framework and the Corporate Governance Code. As of December 31, 2021 membership of the Executive Board at S&T AG is not yet in line with the diversity scheme since it includes no women. Thanks to Mr. Riegert's extensive knowledge of the business and his previous position in the extended management of S&T AG as an associate member of the Executive Board, Mr. Riegert was given preference by the Nomination Committee and the Supervisory Board for this Executive Board appointment. For future new appointments, the Supervisory Board should take greater account of diversity on the Executive Board.
The Executive Board is also responsible for ensuring that all legal regulations are adhered to and for implementing the in-house directives together with the central functions. The Executive Board is responsible for implementing appropriate risk management and risk control throughout the company. To this end, a new internal control system was introduced at the end of 2020 along with the accompanying documentation. This system is based on the internationally recognised COSO framework. Adherence to this system and to all other legal and internal requirements is monitored by the internal Audit Committee. The essential outlines of the internal control system and the risk management system are described each year in the S&T AG Management Report.
Members of the Executive Board are obliged to uphold and represent the interests of the company. Decisions they make must not serve their personal interests where these conflict with the activities of the S&T Group, and they are debarred in particular from pursuing any business opportunities to which their employer would be entitled. They are permitted to assume additional responsibilities or positions, for example on the management or Supervisory Boards of companies outside the S&T Group or relevant holdings, solely with the permission of the Executive Board respectively the Nomination Committee. This is laid down under the terms of labour in the Executive Board members' service contracts in the form of a comprehensive non-competition clause.
With the approval of the Supervisory Board, the Executive Board has endowed itself with by-laws and an organisational chart allocating various responsibilities among the members of the Executive Board. The Board of Management's rules of procedure also set out the principle of joint responsibility of the Executive Board as well as cooperation with the Supervisory Board. The Executive Board members keep the Chair of the Executive Board and the other members regularly informed about important activities and the development of business in their particular department. The Chair of the Executive Board coordinates developments in the individual areas of responsibility of the Board members with the company's overall targets and projects.
Meetings of the Executive Board, which at S&T AG take place at least once a quarter, are convened and presided over by the Chair of the Executive Board. If the Chair of the Executive Board is unavailable, he is represented by the deputy Chair. Whenever appropriate, associate members of the Executive Board or members of the Extended Management Team are asked to join the meetings. Resolutions of the Executive Board are passed either by the members in physical attendance at the Board meetings, in video conferences or by resolution in circulation. In the 2021 financial year, two to three meetings of the Executive Board were generally held per quarter.
In dealings with the Supervisory Board the Executive Board is represented by the Chair of the Executive Board or, in his absence, by his deputy. The latter maintains regular contacts with the Chair of the Supervisory Board and furnishes her with prompt reports on all relevant issues. The Supervisory Board has passed resolutions stipulating in the by-laws of the Executive Board that the Supervisory Board's approval is required for business transactions of fundamental importance. In reporting to the Supervisory Board, the Executive Board observes the principle of regular, timely and full information, especially with respect to the development of the business and deviations from the underlying plans, and to the risk situation, risk management and compliance.
In his capacity as a representative of the company, the Chair of the Executive Board provides his shareholders with frequent and detailed information – far beyond what is required by law. One of the most important principles of S&T AG's capital market communication is to inform institutional investors, private shareholders, financial analysts, employees and all other interest groups simultaneously and comprehensively about the company's situation through regular, open and up-to-date communication. In doing so, S&T AG strictly follows the applicable legal regulations and the principle of equal treatment of all shareholders: All these interest groups are promptly provided with all information or presentations in German and/or English, which are also made available to financial analysts and investors.
A central component of investor relations work at S&T AG is regular discussions and meetings with analysts and investors in the form of conferences, road shows and one-on-one meetings. Telephone conferences (earnings calls) are held in conjunction with the publication of quarterly and annual results, enabling analysts, investors or other interested parties to ask questions directly about the current development of the company. Company presentations are always available to all interest groups on the company's website.
S&T AG's corporate website https://www.snt.at serves as a central platform for providing up-to-date information about the company and its progress. The S&T AG investor relations website https://ir.snt.at also provides access to financial reports (annual reports, interim reports and announcements), current presentations from analyst and investor conferences, as well as press releases and ad-hoc announcements from the company. The dates of the main recurring publications and events (Annual General Meetings, press and analysts' conferences) are published in the corporate financial calendar at the beginning of each year and are regularly updated. Quarterly financial bulletins and half-year management reports including a detailed presentation for investors are available on the website https:// ir.snt.at under the section "Reports", not just for analysts, but for all shareholders of the company.
With respect to remuneration of the Executive Board, the Supervisory Board, in conjunction with the Remuneration Committee, drew up the remuneration policy for the Executive Board and submitted it to the company's shareholders at the Annual General Meeting on June 8, 2021, to be voted on. This policy includes the overall target remunerations as well as the corresponding short-, mid- and long-term incentives and other benefits, such as company cars. The new remuneration policy also increasingly incorporates non-financial, medium-term objectives in line with the company's ESG tier scheme. Details of the benefits granted and received are published annually in the remuneration tables contained in the annual report. No private pension plan was taken out for any member of the Executive Board and no special agreements exist relating to benefits due after contracts are terminated. Assumption of additional positions within the company does not give rise to any additional compensation. In accordance with the legal requirements, the Remuneration Report for financial year 2021 will be submitted to the next Annual General Meeting for approval on May 6, 2022.
The Supervisory Board has the task of supervising and advising the Executive Board in the management of S&T AG. In accordance with § 9 Paragraph 1 of the Statute of S&T AG, the Supervisory Board consists of three to five shareholder representatives who are elected by the Annual General Meeting. No employee representatives currently have a seat on the Supervisory Board of S&T AG. The members of the Supervisory Board are elected by the Annual General Meeting on the basis of resolutions proposed by the company boards or by motions tabled on the initiative of shareholders. When new members of the Supervisory Board are proposed, the Supervisory Board ensures that following the election it, as a collegial body, possesses the knowledge, skills and professional experience required for the proper performance of its duties. The Supervisory Board has defined specific targets with regard to its composition, adopted a diversity scheme and drawn up a qualifications profile. Any connections to related companies or shareholders of S&T AG are disclosed at the Annual General Meeting. In addition, diversity and the defined targets are taken into account. As of 31 December, 2021, the Supervisory Board consists of the following members:
Ms. Claudia Badstöber and Mr. Bernhard Chwatal are certified financial experts who have served as auditors and tax consultants for international corporations or as CFOs for international corporations. Ms. Yolanda Wu is also a certified financial expert, having worked as a director at the Financial Market Supervisory Authority in Taiwan prior to her current position as CFO of Ennoconn Corporation. The Supervisory Board currently has two members, Ms. Badstöber (Chair of the Supervisory Board [casting vote right in accordance with
the Articles of Association of S&T AG]) and Mr. Chwatal (Deputy Chair of the Supervisory Board), who directly hold 1,992 shares (Ms. Badstöber), 0 shares (Mr. Chwatal) and indirectly 201,520 shares (Ms. Badstöber, as managing director of Austro Holding GmbH and grosso holding gesellschaft mbH) hold shares in S&T AG and are accordingly independent members of the Supervisory Board. The other members of the Supervisory Board, Mr. Ed Wu, Mr. Steve Chu and Ms. Yolanda Wu, are certified industry and financial experts and have many years management experience in large technology companies. The Supervisory Board members Mr. Ed Wu, Mr. Steve Chu and Ms. Yolanda Wu each have a business relationship with the S&T AG shareholder Ennoconn Corporation, which holds more than 10% of the voting shares in S&T AG with 26.61%. With a current share of 40% women on the Supervisory Board, the diversity target for the Supervisory Board in terms of the share of women in the S&T Group was achieved in 2021. Neither the Chair of the Supervisory Board nor any other member of the Supervisory Board has ever been a member of the Executive Board of S&T AG.
The Supervisory Board is consulted on all decisions with relevance to S&T AG. The Supervisory Board appoints the members of the Executive Board and determines their remuneration. In the event that there is just cause for doing so under the terms of the Austrian Stock Corporation Act, the Supervisory Board can cancel the appointment of a member to the Executive Board. Members of the Executive Board of S&T AG are obliged to uphold and represent the interests of the company. Decisions they make must not serve their personal interests and they are not permitted to pursue any business opportunities to which the company is entitled. The members of the Supervisory Board are obliged to inform the Executive Board of any conflicts of interest, especially those that may arise from their membership of boards of suppliers, e.g. Ennoconn Corporation. If such a case arises, the Supervisory Board member concerned does not take part in votes pertaining to relevant topics.
The members of the Supervisory Board of S&T AG must ensure that they have sufficient time to properly perform their duties on the Supervisory Board. Consequently, no member shall accept a position on more than three supervisory boards of listed companies outside the S&T Group or in supervisory bodies that make comparable demands on their time. When a new member of the Executive Board is appointed, S&T AG's compliance officer informs the new member of the essential parameters relating to performance of the duties involved, especially the S&T Code of Conduct, the Corporate Governance Code and personal obligations to cooperate in the event of issues resulting in an obligation to report or requiring the approval of the Supervisory Board.
Regarding operating principles of the Supervisory Board: At the constituent meeting, the elected members of the Supervisory Board of S&T AG elect the chairperson and deputy chair from among its members. At the same meeting, the members decide on the affiliated committees and choose the members of these. The following committees have been set up at S&T AG to ensure efficient operations:
The Supervisory Board of S&T AG holds at least four meetings per calendar year. In addition, at least two meetings of the Audit Committee are held. Further, the Supervisory Board meets without the Executive Board whenever circumstances require. The main topics dealt with at the meetings each year are summarised in the report of the Supervisory Board. The Chair of the Supervisory Board coordinates the work of the Board, convenes its meetings and presides over them. The same applies to the Chairman of the Audit Committee. The Chair of the Supervisory Board represents the interests of the Supervisory Board externally and represents the Supervisory Board in its dealings with the Executive Board. This also includes contacts with investors providing the issues dealt with do not relate to operative management of the business, but to the annual audit, corporate governance or compliance, for example. The Supervisory Board constitutes a quorum if all the members were invited to a meeting at least one week in advance and if at least three of its members participate in the vote. Resolutions in the Supervisory Board are generally passed by a simple majority of the votes cast. If an equal number of votes for and against a proposal has been cast, the Chair of the Supervisory Board has the casting vote ("casting vote right").
The resolutions of the Supervisory Board and its committees are regularly passed in the corresponding meetings. These either take place in the company offices in Linz or Vienna with the members attending in person or, owing to COVID-19 restrictions, as virtual meetings with a two-way visual and audio connection. Any member of the Supervisory Board unable to attend a meeting can vote by appointing a proxy who either casts the absent member's written vote during the meeting or has been given written authorisation by that member to vote on his or her behalf. This also applies to casting the second vote of the Chair of the Supervisory Board. In addition, resolutions adopted on certain topics are passed in writing by circular letter. The Supervisory Board's resolutions and meetings are recorded in minutes which are signed by the person who chaired the meeting. The Supervisory Board can invite experts such as accountants, lawyers or persons able to provide specific information to its meetings when particular topics are on the agenda. If necessary, the Supervisory Board meets without the Executive Board.
The composition of the Supervisory Board and its committees complies with applicable legislation, the Articles of Association and rules of procedure as well as principles of corporate governance, especially with regard to the professional qualifications of the members.
The Supervisory Board has adopted regulations for the rules of procedure for the work of the Supervisory Board and its committees. The committees only have a quorum if all their members participate. Resolutions of the committees are passed with a simple majority subject to legislation to the contrary.
The responsibilities of the Audit Committee include monitoring the financial reporting process, the audit of the consolidated financial statements and individual financial statements by the independent auditor, ensuring the efficacy of the internal control system and the risk management system and putting forward a recommendation for the proposed annual auditor to be submitted to the Annual General Meeting. The Audit Committee prepares the vote of the Supervisory Board on theannual report and the consolidated financial statements. Additionally, the Audit Committee is responsible for supervising the auditing system and compliance as well as examining and supervising any actions that may be necessary relating to possible neglect of duty on the part of members of the Executive Board as preparation for adoption of a resolution by the Supervisory Board. If necessary, the auditor informs the Chair of the Audit Committee outside formal meetings about particular circumstances that may have arisen, risks that have been identified or changes in legislation. In accordance with the regulations of the German Corporate Governance Code, the Chair of the Audit Committee is independent and not a former member of the Executive Board of the company. As a result of his involvement in auditing, Mr. Chwatal has particular knowledge and experience of applying financial reporting principles and internal control procedures.
| AUDIT COMMITTEE MEMBERS |
POSITION | INDEPENDENCE |
|---|---|---|
| Mr. Bernhard Chwatal | Chair | independent |
| Ms. Claudia Badstöber | Deputy Chair | independent |
| Ms. You-Mei Wu (Yolanda Wu) | Member | Connection with share holder Ennoconn Corp. |
The Nomination Committee prepares the decisions of the Supervisory Board relating to the appointment and, if need be, dismissal of members of the Executive Board and is responsible for the long-term succession planning in association with the Supervisory Board and the Executive Board. In addition, the Nomination Committee, in consultation with the Remuneration Committee, prepares the decisions of the Supervisory Board relating to the remuneration, regular review of the remuneration system and the Remuneration Report to the Annual General Meeting. The Remuneration Committee is responsible for remunerating members of the Executive Board, concluding, amending and cancelling employment contracts with members of the Executive Board and preparing and concluding other contracts with members of the Executive Board wherever necessary. In particular, this includes granting loans to members of the Executive Board, which are only granted in exceptional circumstances, concluding certain contracts with members of the Supervisory Board, taking account of related persons or companies, and approving additional positions taken on by members of the Executive Board, especially positions accepted on the boards of companies outside the S&T Group.
| NOMINATION COMMITTEE MEMBERS |
POSITION | INDEPENDENCE |
|---|---|---|
| Ms. Claudia Badstöber | Chair | independent |
| Mr. Bernhard Chwatal | Deputy Chair | independent |
| Ms. You-Mei Wu (Yolanda Wu) | Member | Connection with share holder Ennoconn Corp. |
| REMUNERATION COMMITTEE MEMBERS |
POSITION | INDEPENDENCE |
| Ms. Claudia Badstöber | Chair | independent |
| Mr. Bernhard Chwatal | Deputy Chair | independent |
| Ms. You-Mei Wu (Yolanda Wu) | Member | Connection with share holder Ennoconn Corp. |
The Supervisory Board regularly reviews the efficiency of its activities. To this end, discussions take place within the Supervisory Board and one-to-one discussions are held with the Chair of the Supervisory Board.
The Supervisory Board arrived at the following self-assessment as of December 31, 2021:
| BOARD MEMBER | POSITION | INITIAL APPOINTMENT | END OF TERM | INDEPENDENCE |
|---|---|---|---|---|
| Ms. Claudia Badstöber | Chair of the Super visory Board |
16/06/2020 | AGM 2025 | independent |
| Mr. Bernhard Chwatal | Deputy Chair | 17/05/2013 | AGM 2023 | independent |
| Mr. Hui-Feng Wu (Ed Wu) | Member | 27/06/2017 | AGM 2022 | Connection with share holder Ennoconn Corp. |
| Mr. Fu-Chuan Chu (Steve Chu) |
Member | 27/06/2017 | AGM 2022 | Connection with share holder Ennoconn Corp. |
| Mr. Yu-Lung Lee (Max Lee) |
Member | 21/05/2019 | 08/06/2021 | Connection with share holder Ennoconn Corp. |
| BOARD MEMBER | POSITION | INITIAL APPOINTMENT | END OF TERM | INDEPENDENCE |
|---|---|---|---|---|
| Ms. Claudia Badstöber | Chair of the Super visory Board |
16/06/2020 | AGM 2025 | independent |
| Mr. Bernhard Chwatal | Deputy Chair | 17/05/2013 | AGM 2023 | independent |
| Mr. Hui-Feng Wu (Ed Wu) | Member | 27/06/2017 | AGM 2022 | Connection with share holder Ennoconn Corp. |
| Mr. Fu-Chuan Chu (Steve Chu) |
Member | 27/06/2017 | AGM 2022 | Connection with share holder Ennoconn Corp. |
| Ms. You-Mei Wu (Yolanda Wu) |
Member | 08/06/2021 | AGM 2026 | Connection with share holder Ennoconn Corp. |
| BOARD MEMBER | POSITION 24/03/2021 08/06/2021 15/09/2021 07/12/2021 28/12/2021 | |||||
|---|---|---|---|---|---|---|
| Ms. Claudia Badstöber | Chair of the Supervisory Board | P | P | P | P | P |
| Mr. Bernhard Chwatal | Deputy Chairman | P | P | P | P | P |
| Mr. Hui-Feng Wu (Ed Wu) | Member | V | V | V | V | V |
| Mr. Fu-Chuan Chu (Steve Chu) |
Member | V | V | V | V | V |
| Mr. Yu-Lung Lee (Max Lee) | Member | V | V | n/a | n/a | n/a |
| Ms. You-Mei Wu (Yolanda Wu) |
Member | n/a | V | V | V | V |
P > Present in person | V > Video/telephone conference or proxy | n/a > not yet or no longer a member of the Supervisory Board
| BOARD MEMBER | POSITION | 24/03/2021 | 07/12/2021 |
|---|---|---|---|
| Mr. Bernhard Chwatal | Chair | P | P |
| Ms. Claudia Badstöber | Deputy Chair | P | P |
| Mr. Yu-Lung Lee (Max Lee)* | Member | V | n/a |
| Ms. You-Mei Wu (Yolanda Wu)** | Member | n/a | V |
P > Present in person | V > Video/telephone conference or proxy | n/a > not yet or no longer a member of the Supervisory Board
* until the Annual General Meeting on June 08, 2021
** from the Annual General Meeting on June 08, 2021
In the past financial year, a meeting of the Remuneration Committee and a meeting of the Nomination Committee took place. At the meeting of the Remuneration Committee on May 5, 2021, the new remuneration policy for the Executive Board, which was presented to the Annual General Meeting on June 8, 2021, was discussed and approved. This concerned in particular the short-term targets (linking EBITDA to operating cash flow), as well as the introduction of new medium-term targets with regard to the ESG 3-tier scheme. At the meeting of the Nomination Committee on December 7, 2021, the succession issue due to the retirement of Mr. Carlos Queiroz was discussed and the recommendation to the Supervisory Board was resolved to appoint Mr. Michael Riegert as the new COO for the IoT Solutions Europe division on the Executive Board of S&T AG.
The Executive Board and Supervisory Board hold the following number of shares, stock options or warrants as at December 31, 2021. The shares held represent approximately 2.1% of the company's share capital.
| BOARD MEMBER | POSITION | NUMBER OF SHARES |
NUMBER OF STOCK OPTIONS |
NUMBER OF WARRANTS 2020 |
|---|---|---|---|---|
| Ms. Claudia Badstöber* | Chair of the Supervisory Board | 203,512 | 0 | 0 |
| Mr. Bernhard Chwatal | Deputy Chair of the Supervisory Board |
0 | 0 | 0 |
| Mr. Hui-Feng Wu (Ed Wu) | Member of the Su pervisory Board |
0 | 0 | 0 |
| Mr. Fu-Chuan Chu (Steve Chu) | Member of the Su pervisory Board |
0 | 0 | 0 |
| Mr. Yu-Lung Lee (Max Lee)** | Member of the Su pervisory Board |
0 | 0 | 0 |
| Ms. You-Mei Wu (Yolanda Wu)*** |
Member of the Su pervisory Board |
0 | 0 | 0 |
| Mr. Hannes Niederhauser | CEO | 1,165,463 | 245,000 | 645,294 |
| Mr. Richard Neuwirth | CFO | 5,000 | 175,000 | 346,225 |
| Mr. Michael Jeske | COO | 0 | 140,000 | 212,000 |
| Mr. Dr. Peter Sturz | COO | 8,833 | 140,000 | 211,000 |
| Mr. Carlos Queiroz | COO | 0 | 0 | 50,000 |
*1,992 shares held directly; 201,520 shares held indirectly as managing director of Austro Holding GmbH and grosso holding Gesellschaft mbH
**until the Annual General Meeting on June 8, 2021
***from the Annual General Meeting on June 8, 2021
Linz, March 2022
The Executive Board of S&T AG
Dipl.-Ing. Hannes Niederhauser MMag. Richard Neuwirth Michael Jeske Dr. Peter Sturz Dipl.-Ing. Michael Riegert
The S&T share got off to a good start in the 2021 stock market year and rose above the EUR 22 mark in the first weeks of the financial year. This recovery phase continued into the spring. The share price temporarily exceeded EUR 24 in April, a level last reached in the summer of 2020, and then moved sideways above the EUR 20 mark. Due to the low trading volume during the summer months, the share price briefly fell below EUR 20 in August 2021. The 3rd quarter could be closed with a closing price of EUR 22.54 on September 30, 2021. In the course of the 4th quarter, there are no abnormalities until December 16, 2021. On this day, a short seller published a report on S&T AG containing assertions which S&T AG believes are not true, have no bearing on S&T AG, relate to incidents dating back more than ten years, or are immaterial. The share price plummeted by 30% to EUR 13.24 within a few hours. S&T responded with a detailed statement on December 28, 2021 to clarify or disprove the allegations made. In addition, Deloitte was commissioned to carry out an independent forensic investigation.
The share closed fiscal year 2021 at a price of EUR 14.66, which corresponds to a decline of around 24% compared to year-end 2020. Over the same period, the TecDAX® grew by around 22% and the SDAX® by around 11%.
In the financial year 2021, the S&T AG share was listed unchanged in the TecDAX® and SDAX® of the German Stock Exchange. During the year, 70.83 million shares were traded with a revenue of around EUR 1.395 billion, compared with 59.02 million shares with a revenue of EUR 1.193 billion in the previous year.
| 31.12.2021 | 31.12.2020 | CHANGE IN % | |
|---|---|---|---|
| SDAX® | 16,415 | 14,765 | 11% |
| TecDAX® | 3,920 | 3,213 | 22% |
| S&T AG | 14.66 | 19.30 | -24% |
Fortunately, the S&T share was able to recover at the beginning of 2022, following the publication of the S&T statement on December 28, 2021. However, from the beginning of the war in Ukraine on, the share suffered further losses and reached its lowest point for the year to date on March 7, 2022, at EUR 11.43. The results of the forensic investigation by Deloitte were finally published by S&T AG on March 15, 2022 and refuted the allegations made in all material respects. The results of the Deloitte investigation, as well as significant share purchases by the Management Board and Supervisory Board in the first months of the financial year, contributed to strengthening shareholder confidence in the share. The S&T AG share closed at EUR 14.53 on March 18, 2022.
The development of the share price has fluctuated in past years as well. The share price increased from the beginning of 2016 to September 2018, and the acquisition of Kontron AG in October 2016 had a particularly positive effect at that time. As a result of Brexit and a general decline in the price of technology stocks in September 2018, the shares dipped from November 2018 to end the last quarter of 2018 at EUR 15.81. During 2019, the share price fluctuated between EUR 17 and EUR 19, influenced by volatile developments on the capital markets. In 2020, driven by uncertainties in connection with the SARS-CoV-2 virus that first broke out in China, the share price fell gradually from the end of February and, following the announcement of the first lockdown affecting the whole of Europe in mid-March, plunged like most shares and indices to a low for the year of EUR 13.20. The share price recovered steadily during the months that followed.
Overall, it can be observed for the period from 2016 to 2021 that despite positive future prospects for the company, an increase in sales from EUR 503.7 million in 2016 to EUR 1,342.0 million in 2021 and an increase in EBITDA in the same period from EUR 34.4 million by 367.1% to EUR 126.3 million and an increase in earnings per share of around 226.3% to EUR 0.75 in 2021 (2016: EUR 0.33), the development of the S&T AG share has lagged behind the operating development and the P/E ratio is currently below that of the peer group. Initiatives such as the "PEC Program" initiated in 2019 to increase profitability, efficiency and cash generation, as well as the "TTS Program" launched in spring 2021, are intended to increase interest in the share and shareholder confidence.
| DEVELOPMENT 2016-2021 |
2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|---|
| Revenues in EUR million |
503.7 | 882.0 | 990.0 | 1,122.9 | 1,254.8 | 1,342.0 |
| EBITDA in EUR million |
34.4 | 68.1 | 90.5 | 111.7 | 130.0 | 126.3 |
| EBITDA margin in % | 6.8 | 7.7 | 9.1 | 9.9 | 10.4 | 9.4 |
| EPS in EUR | 0.33 | 0.43 | 0.70 | 0.75 | 0.86 | 0.75 |
| XETRA Closing price in EUR |
8.70 | 17.99 | 15.81 | 21.28 | 19,30 | 14.66 |
| PER | 26.36 | 41.83 | 22.58 | 28.37 | 22.44 | 19.55 |
The Executive Board and the Investor Relations department were also in regular contact with interested investors in the 2021 financial year within the framework of seven roadshows, ten conferences as well as various on-site visits and video or telephone conferences. A total of 456 investor meetings were held (previous year: 442). Around 50 of these meetings were held on an ad-hoc basis, starting in mid-December, after the Viceroy report was published. In addition, there was an intensive exchange with the covering analysts of S&T AG throughout 2021 as well as a Capital Market Day organised by S&T on October 11, 2021, which was attended virtually by more than 100 investors. As well as Hannes Niederhauser (CEO) and Richard Neuwirth (CFO), who presented a financial and strategic update, S&T's technology experts provided detailed information on the latest technological developments and Group products. The event was rounded off by the presentation of numerous application examples by well-known S&T customers from various industries, such as práva železnic (Czech Railway) and Wandelbots. The active exchange with investors, proxy advisors and rating agencies regarding ESG goals and the development of S&T in the ESG area was also continued in 2021 and led, among other things, to an improvement of the MSCI rating to BBB+.
In 2021, roadshows focused on Germany, Austria, France, the United Kingdom, Sweden and the United States, with most events held virtually due to the pandemic. S&T AG was invited to the following conferences in 2021:
In the financial year 2022, the Executive Board of S&T AG also plans to attend several conferences and to further intensify talks with investors.
As of the end of the financial year 2021, S&T shares are now actively covered by six analysts, based on the following recommendations and price targets as of December 31, 2021:
| AlsterResearch | Buy | EUR 31.00 |
|---|---|---|
| Hauck & Aufhäuser | Buy | EUR 31.00 |
| Jefferies | Buy | EUR 32.00 |
| Kepler Cheuvreux | not rated* | |
| Pareto Securities | Buy | EUR 30.00 |
| Stifel | Buy | EUR 30.00 |
| Warburg Research | Buy | EUR 28.00 |
*Kepler Cheuvreux has temporarily suspended the rating of the share after the publication of the short seller report until the completion of the forensic investigation.
Two further analysts are currently preparing coverage of S&T AG, which is to be initiated in the first half of the 2022 financial year.
On June 8, 2021, the Supervisory Board and Executive Board of S&T AG welcomed shareholders to the company's 22nd Annual General Meeting. The Annual General Meeting was again held as a virtual meeting, pursuant to § 1 section 2, COVID-19-GesG (Health and Food Safety Act), Austrian Civil Code (BGBl) No. 16/2020 BGBl as amended I no. 24/2020 and the COVID-19-GesV (Corporate Law), BGBl. II no. 140/2020. The shareholders represented by proxies represented approximately 59% of the subscribed capital of S&T AG (2020: approximately 50% of the subscribed capital). All resolutions proposed by the Executive Board were adopted by the majority of votes required.
The Executive Board of S&T AG pursues the successful implementation of its continuous growth strategy as the primary goal of its business policy. The company's dividend policy follows this objective: The Executive Board plans, as a measure of the TTS program, to distribute a total of 50% of net income as a dividend and/or to use it for share buybacks.
In June 2021, an increased dividend of 30 cents was paid for the 2020 financial year, after no dividend was paid for the 2019 financial year due to the utilisation of government COVID-19 pandemic grants in 2020. For the 23rd Annual General Meeting scheduled for May 6, 2022, the Executive Board of S&T AG plans to propose a dividend of 35 cent to the shareholders for resolution in accordance with the current dividend policy.
In addition, part of net income will continue to be used for share buybacks. Based on an authorising resolution of the Extraordinary General Meeting of January 15, 2019, pursuant to § 65 Paragraph 1 (8) of of the Austrian Stock Corporation Act, five share buyback programs for own shares ("Share Buyback Program 2019", "Share Buyback Program II 2019", "Share Buyback Program I 2020", Share Buyback Program II 2020", "Share Buyback Program I 2021"), resolved by the Executive Board, have been completed since 2019. A total of 2,496,535 S&T shares were bought during these programmes for a total price (excluding incidental costs) of EUR 47,423,868.04. The Executive Board will submit a proposal for authorisation to buy back more of the company's own shares to the 23rd Annual General Meeting for resolution.
The key indicators on S&T shares for 2021 can be summarised as follows:
| Stock exchange | Frankfurt Stock Exchange |
|---|---|
| Stock exchange segment | Prime Standard |
| Index membership | TecDAX® & SDAX® |
| Securities identification number | A0X9EJ |
| Stock exchange symbol | SANT |
| ISIN | AT0000A0E9W5 |
| Number of shares 31.12.2021 | 66,096,103 |
| Number of treasury shares as of 31.12.2021 | 2,465,535 |
| Price range 01.01 – 31.12.2021 | EUR 13.24 – EUR 24.04 |
| XETRA closing price as of 30.12.2021 | EUR 14.66 |
| Average XETRA trading volume per day | 270 thousand shares |
| Market capitalisation 31.12.2021 | EUR 968.97 million |
| Market capitalisation free float 31.12.2021 | EUR 674.98 million |
| Free float 31.12.2021 | 69.66% |
| Oddo Seydler Bank AG | |
| Designated sponsor | Pareto Securities AS |
| AlsterResearch – Thomas Wissler | |
| Hauck & Aufhäuser – Tim Wunderlich | |
| Jefferies – Martin Comtesse | |
| Analysts as of 31.12.2021 | Kepler Cheuvreux – Patrick Steiner |
| Pareto Securities – Knud Hinkel | |
| Stifel – Adrian Pehl | |
| Warburg Research – Malte Schaumann |
PRICE DEVELOPMENT
The global pandemic has forced the public sector to both increase the pace of actions and improve their efficiency. An excellent example of advanced digitalisation in the public sector, which leads to more efficiency, is the e-Health (e-Zdrowie) system co-created and developed by S&T since 2018. The project includes the development of an electronic platform for public healthcare services that enables the collection, analysis, and sharing of digital resources about medical events.
Within the scope of the project, in 2021 the S&T team supported the Polish Ministry of Health in the development of the Internet Patient Account (Internetowe Konto Pacjenta), among other projects. Using this application, the insured persons can check their prescriptions, referrals, and the results of coronavirus tests, or obtain information on imposed quarantine or home isolation – both for the service users and their children. The S&T team was also responsible for updating the EU Digital Covid Certificate to the new booster vaccine requirements.
During the pandemic, forecasts regarding the development of the epidemic have also grown in importance. As part of the project carried out for the e-Health Center (Centrum e-Zdrowia), S&T is responsible for the development and operation of one of the largest data warehouses in Poland, which is fed with information from many central systems. The recipients of the collected and processed data include the Ministry of Health, the Chancellery of the Prime Minister of Poland (vaccination statistics), the National Institute of Hygiene (vaccination data), the National Health Fund (COVID-19 data), the Ministry of Science and Higher Education (data on vaccinations of students and academic staff). The data warehouse handles over 1 million queries per day.
S&T AG, based in Linz, Austria, is the top parent company of the S&T Group, an international provider of Industry 4.0, Internet of Things technologies and an IT system integrator. The S&T Group is mainly active in its core markets of Germany, Austria, Switzerland, Eastern Europe, North America and, increasingly, Asia. S&T AG, located in the "IT Services" segment, offers IT services directly to the Austrian market. The other 31 countries in which S&T AG operates are covered by subsidiaries. As a technology and solution provider and IT system integrator, the strategy of S&T Group is to continuously adapt to current trends, following customer and market requirements as well as development innovations. In order to increase the value added in the product, solution and service portfolio, the focus lies increasingly on the development of proprietary technologies in the hardware and, above all, in the software area. Furthermore, the company's proprietary technologies are also to be offered as service models (IoTaaS) in the future.
S&T is organised into the following segments in line with the focus of S&T Group's portfolio, which were also continued in 2021:
The financial year 2021 was essentially characterised by
among other things.
The range of services offered by S&T Group is divided into the following main areas:
In the three business segments, the S&T Group generated revenues of EUR 1,342.0 million in the financial year 2021 (PY: EUR 1,254.8 million). This makes the S&T Group one of the most well-known names in the industry, especially in Europe.
The "IT Services" business segment includes all activities of the IT service business, which is divided into two sub-segments Services DACH (Germany, Austria and Switzerland) and Services EE (Poland, Czech Republic, Slovakia, Hungary, Croatia, Serbia, North Macedonia, Albania, Bulgaria, Romania, Belarus, Montenegro and Moldova). In the "IT Services" segment, consulting and sales of hardware and software products from third-party manufacturers, such as Microsoft, SAP, Cisco, HP, Dell/EMC², as well as their implementation and operation, are carried out. The service portfolio reflects the usual plan-build-run approach of our clients and is mainly divided into the following areas:
The strategy in the "IT Services" segment is to significantly increase the service share organically and opportunistically also inorganically, and to further reduce low-margin pure hardware sales. This should continuously increase the portfolio mix and thus the gross margin or recurring revenues. In order to realise the strategy, the transfer of part of the low-margin product division to an Austrian manufacturer was completed on September 30, 2016, which also took over the associated brands chiliGREEN and Maxdata. The acquisitions in the past financial year also further expanded the service portfolio. This includes, for example, the acquisition of PSB-IT Service GmbH, Ober-Mörlen, Germany, which is active in the same business area as CITYCOMP Service GmbH. In addition, Axino Solutions GmbH, Aachen, Germany, and Enterprise Concept SRL, Bucharest, Romania, were also taken over in the past financial year. Due to the positive business development of CITYCOMP Service GmbH, the call option for 44.5% of the shares in CITYCOMP Service GmbH was also exercised by S&T AG as of December 15, 2021, so that CITYCOMP Service GmbH is owned 100% by S&T AG from that day on.
Despite the reclassification of S&T Slovenija d.d., external revenues of EUR 558.8 million (adjusted PY: EUR 523.5 million) were achieved in the "IT Services" segment in financial year 2021. The previous year's segment presentation was adjusted to the modified segment assignment in the actual reporting period.
The focus of the "IoT Solutions Europe" business segment is on products (proprietary technologies) and solutions developed by S&T Group for industrial automation, medical technology, communications, smart energy and public transport markets. The business of the integrated Kontron Group outside North America, for example in Asia, has also been reported in this segment. The products and systems that strengthen S&T Group's portfolio through the acquisition of Kontron are tailor-made hardware and/or software-based special systems that are developed for niches in the aforementioned markets and adapted to customer requirements. From a technological point of view, this includes, for example:
Examples of applications include:
The "IoT Solutions Europe" business segment suffered the most from global chip and component shortages in the financial year 2021. External revenues amounted to EUR 679.5 million (adjusted PY: EUR 605.2 million), which meant that this segment was the top segment of the S&T Group in terms of revenues in the past financial year. The previous year's segment presentation was adjusted to the modified segment assignment in the actual reporting period.
The business segment "IoT Solutions America" includes the former business activities of the Kontron Group in the vertical markets of transportation and aviation as well as communications. In 2019, work began to align this segment's traditionally hardware-oriented embedded portfolio with the IoT Solutions business in Europe, although the expiry of legacy contracts and lack of compensation from new business has meant that this segment has remained below expectations in terms of revenue and earnings in recent years. In order to improve revenue development, the portfolio of the "IoT Solutions Europe" segment was increasingly offered on the one hand to customers of the "IoT Solutions America" segment, and on the other hand, costs were optimised by closing locations in the USA and relocating development capacities to Canada. Despite these steps, the "IoT Solutions America" segment was unable to meet management's expectations in financial year 2021, which is also attributable to the impact of the chip crisis in addition to the slump in the aviation industry as
a result of COVID-19. In addition, the development of the US dollar impacted the revenue development in this segment.
Some example areas of application for the solutions of the "IoT Solutions America" segment are:
In the "IoT Solutions America" business segment, external revenues of EUR 103.7 million was achieved in the past financial year (PY: EUR 126.0 million).
The S&T Group employed a total of 6,206 people (PY: 6,067 employees) on a full-time equivalent basis as of December 31, 2021, although this figure does not include employees or apprentices who are on training or maternity leave. The increase is primarily due to the newly acquired companies Axino Solutions GmbH (December 31, 2021: 44 employees on a full-time equivalent basis) and PSB-IT Service GmbH (December 31, 2021: 43 employees on a full-time equivalent basis). Of the total employees, around 40% (PY: 41%) work in the "IT Services" segment, 56% (PY: 54%) in the "IoT Solutions Europe" segment and 4% (PY: 5%) in the "IoT Solutions" America segment. As of the balance sheet date, S&T Group employees were divided among the individual divisions as follows:
Geographically, S&T AG has 78 (PY: 81) active direct and indirect fully consolidated subsidiaries in the following 32 (PY: 33) countries: Albania, Austria, Belarus, Belgium, Bulgaria, Canada, China, Croatia, the Czech Republic, France, Germany, Great Britain, Hungary, Kazakhstan, Malaysia, Moldova, Montenegro, North Macedonia, Poland, Portugal, Romania, Russia, Saudi Arabia, Serbia, Slovakia, Slovenia, Spain, Switzerland, Taiwan, Ukraine, the United States of America and Uzbekistan.
Within the Group, S&T AG assumes a holding function for the other Group companies in addition to its operating activities in Austria. While most of the operational business processes of the subsidiaries are defined and controlled locally, the following are carried out centrally: the control and monitoring of the group processes internal IT, risk management, internal audit, license management, group accounting and group controlling, as well as partly insurances and financing. Due to the necessary customer interaction or the increasing share of services, the essential business processes are locally oriented. Due to our presence across many European countries, local or regional customer needs can be covered very well and promptly. In this respect, S&T is in great demand and challenged both as a multinational provider and as a local partner.
The main external factors influencing both the business and business development of S&T Group are the investment and spending behavior of companies and public clients. These, in turn, are directly conditioned by financial budgets and their own economic development, as well as non-financial factors such as new technologies or data security, for example. The resulting demand behavior has a direct influence on S&T Group's business potential. Cost savings by companies or public clients can have an impact on S&T Group in two ways: on the one hand through reduced demand, as new investments or replacement investments are delayed, and on the other hand, through increased demand due to investments to achieve cost reductions through outsourcing or to make cost structures more variable. In the past financial year, the global bottlenecks in the production of microchips and electronic components had a strong impact on the business of the S&T Group, as did other external factors.
The unchanged objective of S&T's management is to sustainably increase the value of the S&T Group and therefore of S&T AG. To achieve this, it is necessary to continue to grow profitably, to increase value creation by developing our own technologies and to continuously increase the financial strength of the Group. To achieve this strategic goal and measure progress, an internal control system is used.
The management of the Group focuses on the following aspects:
The relevant key figures on the basis of IFRS accounting are primarily revenue, gross margin and earnings before interest, taxes, depreciation and amortisation (EBITDA), as well as earnings per share (EPS). Liquidity management is based on the key figures net debt, operating cash flow and free cash flow. Apart from controlling the equity ratio, the debt-equity ratio is relevant. Since the financial year 2019, an even stronger focus has been placed on working capital, because due to the higher share of revenue of the IoT Solutions business – which is more working capital intensive than the IT services business – the working capital has increased both as an absolute and relative value compared to the revenue of the S&T Group as a whole. In financial year 2021, the chip crisis led to a further increase in inventory, particularly due to semi-finished products that could not be delivered as a consequence of missing components. In the medium term, despite the increase in the share of working capital intensive IoT areas in the overall business, the aim is to reduce working capital to 10% of revenues.
Revenues and costs are permanently monitored centrally and locally for all areas. Developments are closely monitored at management level by means of monthly scorecards and quarterly reports so that corrective action can be taken at an early stage if necessary. To this end, 2021 saw the introduction of a new business intelligence tool for key business areas in order to improve and automate ongoing reporting. In addition, the operating income of each company is monitored by a designated member of the Executive Board as part of regional management. In addition to the development of revenue and order intake, the key indicators for this are personnel costs, EBITDA and operating cash flow. In financial year 2021, operative cash flow was also introduced as an additional key performance indicator for the remuneration of the Executive Board and local management in order to further improve cash conversion. Project controlling, which is used to monitor longer-term project business, ranges from the preparation and approval of bids to project completion. A special Red Flag System continuously monitors critical projects and developments at individual subsidiaries in order to enable S&T AG, as well as the headquarters of S&T Group, to take timely action and implement countermeasures.
All cost items in S&T Group are subject to strict budget control. In the process, the individual profit and cost centers are checked monthly for compliance with the budgets and forecast costs. The basis for this is a dynamic budget model, with which the essential components of the cost budget remain flexible in relation to the development of revenue and margins. In order to achieve or exceed the planned profitability, the cost budget is adjusted as necessary during the year in line with the development of revenue.
As an IT provider and developer of proprietary technologies, the company's long-term success is based on strategically and technologically relevant acquisitions as well as research and development with the resulting innovations. That is why the product portfolio is continuously being developed. The necessary use of resources is optimised through a combination of technological-strategic acquisitions, collaborations and in-house developments.
The management of liquidity and operating cash flow is significantly influenced by management of receivables. This is operated locally and is subject to internal control processes. Factoring-based financing is used in individual companies to improve the structure of receivables and liquidity as well for reducing default risk of customers, with management of receivables remaining with the local S&T company. While operational cash management is mainly carried out locally, strategic cash management and larger financing transactions are mainly managed centrally.
The development and distribution of self-developed products and solutions was also intensively continued and expanded in 2021. In the past financial year, the S&T Group implemented its own developments in the field of medical technology (artificial intelligence) and communication solutions for industry, rail and energy (5G technology, vRAN, MCx communication system, FRMCS), among others. The research and development area of S&T Group also increased in importance during the past financial year: more than 50% of S&T Group's employees work in research and development and related engineering.
Expenditure on research and development and engineering amounted to EUR 211.3 million in 2021 (PY: EUR 184.1 million). Of this, development costs of EUR 21.5 million were capitalised in the past financial year (PY: EUR 17.6 million). This means that around 15.7% of revenue (PY: 14.7%) is invested in research, development and engineering services.
S&T subsidiary Iskratel's research activities focus on topics such as the development of new telecommunications solutions. With 3GPP version 16 completed in July 2020, 5G network standardisation now supports specific communication requirements from vertical industrial domains. Iskratel is committed to developing a standalone 5G core product and 5G network solution to fully support the industry's digitalisation process requirements, from wireless control systems and automation in industrial environments, low error-prone applications, real-time video transmission, to push-to-talk group communication. The focus in this area is on private networks. The first demo site was set up in Iskratel's manufacturing facility, supporting the digitisation and the vision of the smart factory.
S&T subsidiary Kontron Transportation is successfully working on various research initiatives, thus driving forward the development of modern mobile communication for railways. In December 2021, for example, Kontron Transportation, together with its partners AZD and Thales, successfully demonstrated how an unmanned train operates as part of an event organised by the European Shift2Rail program. This technology is based on a prototype developed by Kontron Transportation using FRMCS concepts. The field test phase in the X2Rail project launched in 2020 within the framework of "Shift2Rail", with which a series of technology demonstrators must now prove themselves in a real railway environment following completion of laboratory activities. The mission of the Horizon 2020 innovation program "Shift2Rail" is to drive the development, integration and demonstration of innovative solutions for the future railway system. Kontron Transportation is also one of the main partners in the 5GRail project, which aims to validate the first specifications of the FRMCS (Future Railway Mobile Communication System) communication system and to develop it further towards a modular and flexible system architecture together with the other consortium partners, including UIC, SNCF, Deutsche Bahn, Nokia, Alstom and Thales. In addition, bilateral research activities have progressed with major rail customers on the company's activities as well as the EU-funded 5G-VICTORI project, which involves 25 partners from eight European countries in testing 5G solutions in vertical markets. The company is also represented in international bodies, such as UIC (International Union of Railways), ETSI (European Telecommunications Standards Institute) and 3GPP (3rd Generation Partnership Project) working groups, which, as part of the new European Technical Specification for Interoperability (TSI) planned for the end of 2022, represent an important milestone on the path to the industrialisation of FRMCS.
The S&T subsidiary Kontron AIS GmbH is working on the expansion of the software offering in the field of industrial automation and focuses its activities on the innovative control framework ToolCommander® for the implementation of highly complex plant control systems in a wide range of industries as well as the highly flexible connectivity pack FabEagleConnect and the service and after sales platform EquipmentCloud. This approach is justified by the fact that a large proportion of Kontron AIS GmbH's customers come from small and medium-sized enterprises, both mechanical engineering and manufacturing, and a strong trend towards flexibility and digitisation in small steps is emerging here. In order to survive in competition, solutions must be able to be introduced quickly and flexibly and grow with the customer's digitisation strategy. The key lies in creating simplified solutions to complex problems, where software is only part of the solution. Questions regarding the required hardware, infrastructure, data protection and data security must be answered.
The global economy recovered in 2021 due to strong growth in demand following the slump in 2020 – despite the ongoing COVID-19 pandemic – although the increase in demand could not be met in full due to global supply chain disruptions and raw material shortages ("chip crisis"). According to the European Commission, economic growth in the euro zone and the EU-27 will each be 5.0% in 2021, following a decline in economic output of -6.4% and -5.9% respectively in the previous year. After economic performance shrank in 2020 in all EU countries (with the exception of Ireland) – with widely varying regional characteristics – these regional differences are also reflected in the growth rates of 2021. Some Eastern European countries, such as Croatia, Hungary and Romania, are well above the European average, with an increase in economic performance of between +7% and +8%.
The decline in economic output in Germany, the S&T Group's largest sales market, amounted to -4.6% in 2020, while the growth in gross domestic product remained below the European average at +2.7% in 2021. In S&T AG's home market, Austria, economic growth recovered somewhat in 2021 at +4.4%, following a decline of -6.7% in the previous year. In the countries outside the EU-27 zone where the S&T Group is represented – such as the USA and Switzerland – the economy was also able to recover significantly in 2021 compared to the previous year. According to the European Commission, economic output in the US was +5.8% in 2021 (PY: -3.4%), while GDP growth in Switzerland was up by +3.0% (PY: -2.4%). In Russia, economic growth was 3.9% in 2021, following a decline of -3.0% in the previous year.
Key events for the S&T Group in financial year 2021 include:
Despite the ongoing COVID-19-pandemic and global supply chain bottlenecks and chip and component shortages, the S&T Group's revenues increased from EUR 1,254.8 million in the previous year to EUR 1,342.0 million during financial year 2021. The Group's profitability was not able to improve compared to the previous year due to increased costs and delayed deliveries, and EBITDA fell slightly from EUR 130.0 million in the previous year to EUR 126.3 million. As a result, the EBITDA margin was 9.4% for the financial year 2021. This decline in profitability is primarily due to the "IoT Solutions America" segment, which did not meet management's goals for 2021 due to the slump in the aviation industry caused by COVID-19 restrictions and the effects of the chip crisis.
Initiated in 2018, the S&T Group's 5-year plan, the "Agenda 2023", envisaged the preparation and implementation of further organic growth and new acquisitions for the past financial year, as well as the increased integration of newly acquired subsidiaries. The integration of the Iskratel Group and CITYCOMP Group, acquired in July and October 2020, was further advanced or completed in 2021, and other newly acquired companies (such as PSB-IT Service GmbH and Axino Solutions GmbH) were added to the S&T Group. It is pleasing to note that the first projects based on Iskratel network technology, Kontron embedded hardware and mission-critical applications from Kontron Transportation have been won, demonstrating the synergetic potential of the various acquisitions. In addition, the S&T Group focused on raising profitability through the increasing share of proprietary technologies and efficiency improvements, as well as further optimising working capital and the cash conversion rate. With regard to long-term strategy, the "Focus" project was launched in autumn 2021 to evaluate the strategic options for the "IT Services" segment and to drive forward the focus on the "Internet of Things" segment in line with the "Vision 2030" within the S&T Group. Should the project "Focus" be implemented, this will have a significant impact on the short- to medium-term planning of the S&T Group, which management presented for the first time as part of the "Agenda 2025" in autumn 2021.
As in the previous year, revenue development based on organic and inorganic growth was once again positive in the "IT Services" and "IoT Solutions Europe" segments, although it was slowed down by the effects of the chip crisis. On the other hand, there is a further decline in sales in the "IoT Solutions America" segment, primarily due to the continuing negative effects of the COVID-19-pandemic and the shortage of components. In total, S&T Group's revenue for the financial year 2021 increased further from EUR 1,254.8 million to EUR 1,342.0 million.
Due to the negative development in the "IoT Solutions America" segment, the S&T Group's EBITDA was slightly reduced to EUR 126.3 million in financial year 2021 (PY: EUR 130.0 million). The EBITDA margin amounts to 9.4% and is therefore slightly below the target of 10%. Net income after non-controlling interests amounted to EUR 48.3 million in financial year 2021 compared to EUR 55.6 million in the previous year.
With a growth of around 7%, revenues of EUR 1,342.0 million were achieved in the financial year 2021 (PY: EUR 1,254.8 million), which represents another high for the S&T Group. On the other hand, EBITDA declined slightly from EUR 130.0 million in the previous year to EUR 126.3 million due to global delivery delays and the related additional costs.
The measures of the "PEC Program" launched in summer 2019, focusing on profitability, efficiency and cash, were unable to fully cushion the negative impact of chip shortages on operating cash flow in financial year 2021 as a result of higher stock levels in connection with semi-finished products and the increase of buffer inventory. In 2021, personnel expenses increased compared to the previous year – this is primarily due to the companies recently added to the group of consolidated companies and the first full-year inclusion of the Iskratel Group, which was acquired in the previous year. As in the previous year – since the beginning of the Corona-Pandemic – in 2021, various subsidiaries took advantage of government subsidies during lockdowns as part of the COVID measures (e.g. short-time work). In total, the subsidies used for personnel expenses in the past financial year amounted to EUR 5.9 million (PY: 5.9 million). This partially compensated for the underemployment of S&T Group employees due to official closures of our customers' businesses or loss of revenue, particularly in the service sector. The above mentioned effects led to personnel expenses of EUR 314.2 million in the financial year 2021, compared to EUR 273.3 million in the previous year. Other operating income for the financial year 2021 amounted to EUR 13.5 million and was therefore above the previous year's level (EUR 8.8 million). Other operating expenses increased from EUR 78.8 million (2020) to EUR 84.7 million in the past financial year due to the acquisitions made. The depreciation and amortisation of tangible and intangible assets increased slightly from EUR 61.5 million in the previous year to EUR 63.6 million in the financial year 2021 – this is ascribable to the increase in depreciation from the (intangible) assets acquired as part of the company acquisitions. These effects resulted in an EBIT of EUR 62.7 million compared to EUR 68.6 million in the previous year.
With the bonded loan issued in April 2019 amounting to EUR 160 million in tranches of 5 and 7 years, the focus was on securing the long-term financing of S&T Group in order to be able to implement the ambitious growth targets in line with Agenda 2023. With regard to long-term financing, an additional bonded loan of EUR 7.5 million was taken out in the financial year 2021, as well as an investment loan of EUR 37.5 million to refinance the acquisition of the Iskratel Group. Finance expenses in reporting year 2021 amounted to EUR 10.0 million and therefore increased slightly compared to the previous year (PY: EUR 9.3 million). Accordingly, the financial result was EUR -8.5 million, compared to the previous year's figure of EUR -7.7 million. It should be noted that, due to accounting regulations,
dividends to minority shareholders of subsidiaries with which S&T AG has entered into contractual purchase obligations or reciprocal option rights must also be reported in the financial result. These amounted to TEUR 152 in 2021 (PY: TEUR 30). Furthermore, the noncash effective discounting of variable purchase price obligations must be reported in the financial result, which will be significantly reduced in the future due to the exercise of the option on the CITYCOMP shares and the reduction of the remaining variable purchase price at the Iskratel Group.
Overall, the net income for financial year 2021 before non-controlling interests was reduced from EUR 54.6 million in the previous year to EUR 49.0 million. Net income after non-controlling interests declined accordingly from EUR 55.6 million in the previous year to EUR 48.3 million. Earnings per share (EPS) decreased from 86 cents (2020) to 75 cents (2021).
The S&T Group's order backlog as of December 31, 2021 amounted to EUR 1,334.9 million (PY: EUR 927.2 million), which represented another high and was partly due to the delayed delivery of products because of the poor availability of microchips. This order backlog includes contractually fixed orders and deliveries. Furthermore, the project pipeline increased from EUR 2,702.3 million in the previous year to EUR 3,367.0 million as of December 31, 2021.
As in the previous year, the S&T Group distinguishes between three strategic segments in its reporting and in the management of the Group:
In detail, the strategic business areas are comprised of the following fields of activity:
Historically, this segment was heavily involved in the marketing and commissioning of IT technology in the client, server, storage and application areas, as well as their installation and maintenance. Following the reduction of in-house hardware in 2016, this business unit is focusing more on the service requirements of customers, particularly in the consulting, integration and outsourcing areas. To this end, the S&T Group offers a large number of solutions in the areas of workplace (client and printer), data center (network, server, storage and security solutions), cloud (private/hybrid/public cloud) and application support and development (SAP implementations and operation). Due to the merger of the "Services DACH" and "Services EE" segments, these activities are offered in different forms in the markets of Germany, Austria and Switzerland as well as in Poland, the Czech Republic, Slovakia, Hungary, Croatia, Serbia, Northern Macedonia, Albania, Bulgaria, Romania, Montenegro, Belarus and Moldova. In the future, more and more integration and operating services for S&T Group's proprietary technologies will also be offered. The following companies acquired during financial year 2021 were assigned to the "IT Services" segment: PSB-IT Service GmbH, Ober-Mörlen, Germany, focused on multi-vendor services; the consulting and systems integrator with extensive application know-how Axino Solutions GmbH, Aachen, Germany; and the consulting company for process management and corporate digitisation Enterprise Concept SRL, Bucharest, Romania. Due to the positive business development of CITY-COMP Service GmbH, the call option for 44.5% of the shares in CITYCOMP Service GmbH was also exercised by S&T AG as of December 15, 2021, so that CITYCOMP Service GmbH is owned 100% by S&T AG from that day on.
The business segment "IoT Solutions Europe" includes proprietary technologies for the vertical markets of industrial automation, medical technology, public transport, telecommunications and smart energy. In 2017, the previous S&T segments "Appliances Security" and "Appliances Smart Energy" were merged with the former Kontron "Industry" division. The Kontron Transportation Group, which was acquired in 2019, and Kontron AIS GmbH, as well as the Iskratel Group acquired in 2020, were assigned to this segment. In financial year 2021, the acquired company HC Solutions GmbH, Linz, Austria, as well as the business operations of Ultraschall Technik Halle GmbH, Halle, Germany, acquired as part of an asset deal, were also assigned to this segment. S&T Slovenija d.d., Ljubljana, Slovenia, has also
been reclassified from the "IT Services" segment to the "IoT Solutions Europe" segment due to the forthcoming merger with Iskratel d.o.o., Kranj, Slovenia. In combination with special software solutions and innovative know-how of the S&T Group, portfolios of high-margin products based on Kontron hardware are to be created here in the long term. In addition, the business field of cloud computing is also to be developed accordingly in the direction of the Embedded Cloud. These technologies are currently being sold in Europe and Asia in particular.
The Embedded Systems segment, newly created in 2017, comprises the development and implementation of hardware and software solutions for the vertical markets of transport and aviation as well as communications. Products developed in-house include in-flight entertainment systems, digital signage solutions for public transport and carrier-grade servers for telecommunications companies. Furthermore, solutions for autonomous driving have also been developed since 2018. Based on the changed portfolio, this segment was renamed from "Embedded Systems" to "IoT Solutions America" at the beginning of 2019. Since financial year 2020, the subsidiaries in North America have also been selling solutions provided by IoT Solutions Europe, in particular in the areas of industrial automation and medical technology. The first technologically exciting major design wins could be achieved in these areas, but they were not able to compensate for the decline in revenue.
The business development according to the segments is as follows in comparison:
| (IN EUR MILLION) | IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
S&T GROUP | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020* | 2021 | 2020* | 2021 | 2020 | 2021 | 2020 | ||
| Total revenues | 577.4 | 542.0 | 813.7 | 717.5 | 115.4 | 152.0 | 1,506.4 | 1,411.5 | |
| Internal revenues | -18.5 | -18.4 | -134.2 | -112.3 | -11.8 | -26.0 | -164.5 | -156.7 | |
| Segment revenues | 558.8 | 523.5 | 679.5 | 605.2 | 103.7 | 126.0 | 1,342.0 | 1,254.8 | |
| Gross profit | 181.5 | 153.5 | 278.8 | 256.0 | 29.9 | 46.2 | 490.2 | 455.8 | |
| EBITDA | 60.2 | 47.2 | 67.5 | 68.7 | -1.4 | 14.1 | 126.3 | 130.0 | |
| Depreciation and amortisation |
-63.6 | -61.5 | |||||||
| Finance income | 1.6 | 1.6 | |||||||
| Finance expenses | -10.0 | -9.3 | |||||||
| Result from associated companies |
0.0 | -0.2 | |||||||
| Income taxes | -5.3 | -6.1 | |||||||
| Results of the period | 49.0 | 54.6 |
* The previous year's figures were adjusted in line with the reclassification of S&T Slovenija d.d. from the "IT Services" segment to the "IoT Solutions Europe" segment in financial year 2021.
In addition to the negative effects on the production and supply chains described above for both the "IoT Solutions Europe" and "IoT Solutions America" segments, the Corona-Pandemic had different effects on the market: In any case, the ongoing positive development in the medical technology sector should be emphasised, where the S&T Group was able to participate in the COVID-19-related increased demand, particularly for respirators and patient monitoring systems. On the other hand, following the slump in aviation technology revenue by more than half in 2020, no significant recovery is expected in the short to medium term either: due to the decline in passenger volumes, also due to reduced business travel, numerous airlines sharply reduced their investments. The industrial automation sector was characterised by increased uncertainty due to further economic development and its effects on demand and production.
Investments rose slightly from 2020 to 2021, but sales of S&T Group products were only able to meet this increased willingness to invest to a limited extent because of the delivery delays. In the other end markets, such as train radio technology, there were numerous new orders due to increased investments in "green transport" and also the upcoming technology changes, so that a strong development in this area can be expected from 2022 onwards.
For the other impacts brought about by the SARS-CoV-2 pandemic and the chip crisis, please refer to the explanations in the risk report.
| SUMMARISED CASH FLOW STATEMENT (IN EUR MILLION) | 2021 | 2020 |
|---|---|---|
| Cash flow from operating activities | 95.3 | 140.8 |
| Cash flow from investing activities | -66.3 | -77.2 |
| Cash flow from financing activities | -20.2 | -65.8 |
| Cash and cash equivalents as of the end of the year | 296.5 | 281.9 |
| Financing liabilities | 310.7 | 261.7 |
| Net cash (+)/Net debt (-)1) | -14.2 | 20.3 |
1) Non-current and current financing liabilities minus cash and cash equivalents (excl. IFRS 16)
The operating cash flow in financial year 2021 suffered from the chip shortage and amounted to EUR 95.3 million, compared to the figure for the previous year of EUR 140.8 million. This reduction is primarily due to the build-up of inventories – due to the additional purchase of components and the general increase in the stock of products that could not be delivered due to a shortage of some components. Nevertheless, the goal of an EBITDA to cash conversion of 75% set by the "PEC program" was achieved in financial year 2021. Deliveries of semi-finished products in 2022 as well as normalisation of some aspects of the component shortage should have a positive impact on the operating cash flow in the financial year 2022. In addition to investments in fixed assets, the cash flow from investing activities in the amount of EUR -66.3 million (PY: EUR -77.2 million) also includes payments for acquisitions of companies and company shares. Here, the largest sum covered payments in connection with the exercise of option agreements to acquire the remaining shares in CITYCOMP Service GmbH. Payments for the purchase of other financial assets are also included, which result from a fixed-term deposit of EUR 7.0 million, which was made to reduce custodial fees of banks. The cash flow from financing activities includes additional financing – the majority of which is attributable to an investment credit of EUR 37.5 million to refinance the "Iskratel" share purchase and another bonded loan of EUR 7.5 million. In addition, ongoing repayments of financing liabilities – such as repayments for OeKB equity financing – and interest payments, payments for the purchase of treasury shares as part of the share buyback program, repayments in connection with finance leases, and dividend payments to S&T AG shareholders are included.
In line with the goal of aligning financing with matching maturities and as a precaution for further growth within the framework of "Agenda 2023", a bonded loan was placed for the first time in the financial year 2019. With a volume of EUR 160 million and maturities of 5 and 7 years, the long-term financing of S&T Group was secured at attractive margins of 110 and 130 basis points. Here, 53% of the bonded loan was taken up on a fixed basis. In 2021, another tranche of EUR 7.5 million with a final maturity was issued with a term until 2026 and a fixed interest rate. In the financial year 2021, S&T AG continues to monitor the development of interest rates on an ongoing basis – in this case the EURIBOR is decisive – in order to hedge in good time against any increase. Due to the development of interest and swap rates, it was still refrained from fixing further variable financing in the past financial year. Based on interest rate hikes in the USA and possible ECB interest rate increases, S&T is evaluating the switch of variable-interest financing to fixed rates in 2022.
Cash and cash equivalents increased from EUR 281.9 million as of December 31, 2020 to EUR 296.5 million as of the 2021 balance sheet date due to the effects described above. Despite this increase in cash and cash equivalents, net debt was EUR -14.2 million without taking into account rental and lease liabilities in accordance with IFRS 16 (PY: net cash of EUR 20.3 million). Cash and cash equivalents amounting to EUR 4.4 million (PY: EUR 3.8 million) were subject to restrictions on availability due to collateral provisions.
| BALANCE SHEET INDICATORS (IN EUR MILLION) | 2021 | 2020 |
|---|---|---|
| Balance sheet total | 1,352.1 | 1,246.6 |
| Equity | 423.3 | 409.5 |
| Equity ratio1) | 31% | 33% |
| Net current assets2) | 28.2 | 18.2 |
| Cash and cash equivalents | 296.5 | 281.9 |
| Net Cash (+)/Net Debt (-)3) | -14.2 | 20.3 |
1) share of consolidated equity (including stakes held by shareholders with non-controlling interests) in total capital (balance sheet total)
2) current assets (excluding cash and cash equivalents) less current liabilities (not including financing liabilities)
3) non-current and current financing liabilities minus cash and cash equivalents (excl. IFRS 16)
The balance sheet total of the S&T Group increased again compared to the previous year and as of December 31, 2021, amounted to EUR 1,352.1 million (PY: EUR 1,246.6 million). This is attributable mainly to the increase in current assets, including the build-up of inventory compared to the previous year.
Equity increased from EUR 409.5 million to EUR 423.3 million as of December 31, 2021. Despite the increase in equity, the equity ratio decreased slightly from 33% in the previous year to 31% as of the balance sheet date 2021 – this is due to the larger balance sheet total and the further acquisition of treasury shares in the financial year 2021. Non-current financing liabilities increased from EUR 218.8 million in the previous year to EUR 238.4 million, as did current financing liabilities, which increased from EUR 42.8 million to EUR 72.3 million as of the balance sheet date 2021. Of the existing significant financings, the following have a fixed interest rate over the entire term: the OeKB equity financing of EUR 45 million taken out in 2017 for the acquisition of the Kontron Group, the OeKB equity financing of EUR 30 million for the acquisition of the Exceet companies, and the long-term, bullet credit line of EUR 30 million. The loan taken out in 2021 to refinance the "Iskratel" share purchase of EUR 37.5 million also has a fixed interest rate. In relation to the bonded loan, EUR 85 million (53% of the total volume) is fixed, the remainder is variable. In 2021, another fixed interest tranche of EUR 7.5 million was issued for this purpose. In addition, an overdraft facility in the amount of EUR 15 million was taken over in the course of acquiring Kapsch CarrierCom and a new overdraft facility of EUR 15 million, which was started in financial year 2021, were fixed. The variable financing is linked to the development of the EURIBOR or corresponding reference interest rates.
Equity and long-term financing thus cover just under 49% of the balance sheet total as at December 31, 2021 (PY: 50%). Compared to the previous year, cash and cash equivalents increased from EUR 281.9 million to EUR 296.5 million, corresponding to more than 22% of the balance sheet total (PY: 22%). As of the 2021 balance sheet date, the S&T Group had a net debt of EUR 14.2 million (December 31, 2020: net cash of EUR 20.3 million).
Trade receivables increased from EUR 204.5 million to EUR 232.5 million. This increase is primarily attributable to specific subsidiaries of S&T AG, where additional revenue from major projects led to a correspondingly higher level of trade receivables as of December 31, 2021. In the other subsidiaries, both as a result of improved receivables management and the use of central factoring programs, the status of trade receivables was largely improved. As of December 31, 2021, trade receivables sold under the factoring programs increased in the amount of EUR 7 million compared to the previous year. At EUR 270.0 million, trade payables increased significantly in financial year 2021 compared to the previous year's figure of EUR 210.0 million.
Inventories rose from EUR 159.9 million at the end of the last financial year to EUR 187.3 million as of the 2021 balance sheet date. This increase is due to the impact of the chip crisis and the subsequent purchase of additional components, as well as the general increase in
the stock of products that could not be delivered due to the partial lack of components. Despite this increase in stock, working capital improved slightly as a result of the efforts and additional measures of the "PEC Program" created in the financial year 2019. Working capital is to be further reduced towards 10% in 2022 by more efficient warehouse management and dismantling buffer stocks and subsequent deliveries of finished products, optimised purchasing processes and renegotiations on the supplier and customer side.
Non-current assets increased again from EUR 506.0 million to EUR 519.0 million as of the balance sheet date due to the acquisitions made in the financial year 2021 and investments in technology, operating and office equipment and buildings. The most significant additions come from the acquisition of intangible assets and goodwill, as well as the capitalised loss carryforwards. In total, cash-effective investments in property, plant and equipment and intangible assets amounted to around EUR 47.0 million in the financial year 2021 (PY: EUR 33.9 million).
Non-current and current provisions again decreased compared to the previous year (PY: EUR 67.3 million) to EUR 56.5 million as of December 31, 2021 – this is primarily due to the use of provisions for impending losses and the use or reversal of provisions for research grants. Other current receivables and assets increased to EUR 83.9 million (PY: EUR 70.9 million) compared to the previous year, which is primarily due to a fixed deposit investment by S&T AG of EUR 7.0 million. Other current liabilities increased slightly to EUR 122.0 million (PY: EUR 120.4 million).
In the reporting year, there were no capital measures from the authorised capital. Furthermore, no stock options were exercised from the various stock option programs in the 2021 financial year. The number of shares issued thus remained constant compared to the previous year at 66,096,103 shares as of December 31, 2021. Based on the various share buyback programs, S&T AG held 2,465,535 (December 31, 2020: 1,467,969) treasury shares. Equity attributable to shareholders of S&T AG increased to EUR 418.6 million as at December 31, 2021 compared to EUR 404.0 million. The Executive Board and the Supervisory Board therefore plan to propose a dividend of 35 cents per share to the shareholders of S&T AG at the Annual General Meeting on May 6, 2022.
As required by the implementation of the requirements imposed by Austria's Act on Sustainability and Improvement of Diversity, S&T AG has compiled a separate report on sustainability for the past financial year. As in previous years, it contains in-depth reporting on matters pertaining to the environment and to employees. S&T AG has also joined UN Global Compact and has identified nine sustainability goals (SDGs – Sustainable Development Goals) that are to be improved in the coming years.
The quantities of electronic devices and electronic waste introduced to S&T's markets continue to grow. They not only contain partly hazardous components, but also important raw materials that can be used for recycling. For S&T, the conscious use of available resources is important. Proper disposal, corresponding resource-saving technology concepts and efficient processes in procurement, distribution and production are therefore strived for as a contribution to sustainability. The same applies to auxiliary materials used to package or transport the S&T Group's electronic devices: The focus here is particularly on using packaging materials as efficiently as possible and paying special attention to the recyclability of the materials used. This is also monitored by external parties through appropriate environmental audits and ISO certifications. Furthermore, the S&T Group strives to continuously optimise the electricity efficiency of the data centers it operates and uses the latest technologies for this purpose. In addition, own energy production will be increased at certain S&T Group's own production sites. To this end, procurement contracts for five new photovoltaic systems were concluded at the end of 2020 and beginning of 2021. These plants have already been put into operation at several locations by subsidiaries of the S&T Group in the course of 2021 – for example, at S&T AG's headquarters in Linz, where a quarter of the site's annual electricity consumption can now be produced by solar power. In addition, in 2021, the vehicle fleets at several subsidiaries have been expanded to include electric vehicles in order to reduce CO2 emissions – and more electric vehicles are to be integrated into the vehicle fleet in the future.
As of December 31, 2021, the S&T Group had a total of 6,206 (PY: 6,067) employees (on full-time equivalent basis, excluding people on maternity leave or on training) for whom S&T bears social responsibility and provides social benefits. Statutory and voluntary social security costs, including severance payments, amounted to EUR 66.8 million in the 2021 financial year (PY: EUR 57.0 million). The focus of human resources work on the integration of the acquired companies, business units and employees will continue in the future due to the ongoing acquisitions. Integration is constantly being driven forward through the introduction of uniform processes in human resources, standardisation and migration to common supporting IT systems, as well as by strengthening the employees' sense of belonging to and loyalty to the company. S&T AG also conducted a Group-wide employee survey in the 4th quarter of 2021 – the results are analysed and implemented by local management in order to continuously improve employee satisfaction and the attractiveness of the S&T Group as an employer.
The health and safety of S&T Group employees is also an important concern: The various aspects of occupational health – both to avoid physical impairments caused by monotonous VDU work, for example, and mental stress caused by increased work demands, as well as the changed environment due to working from home – are taken into account by means of training by external experts (occupational physicians) and ergonomic office equipment. Internal and external training courses are also held on an ongoing basis for employees in the production environment to raise awareness of safety issues and ensure occupational safety.
In connection with the measures taken to contain the COVID-19-pandemic, the S&T Group is continuing to take all necessary steps to protect its employees: S&T has long made it possible to work form home – this was supported and promoted even further during the Corona-Crisis. Employees can continue to work from home if their tasks allow it, but office space can be used as well when required. For staff working in the office and outdoors, hygiene measures were implemented with additional disinfection dispensers and the provision of mouth/nose protection and FFP2 masks, as well as opportunities for COVID testing. Furthermore, "Corona Officers" were appointed for the individual locations to continue providing information and support for the employees in terms of ongoing developments, measures and rules. Thanks to these measures, infections with the SARS-CoV-2 virus within S&T Group were greatly reduced, the ability to deliver was maintained and our employees were protected as far as possible. Unfortunately, it was also necessary during financial year 2021 to put employees on short-time work due to government restrictions or the closure of our customers' locations. However, due to the generous state support measures, the salary losses for colleagues were limited.
The long-standing philosophy of S&T Group – "hire for attitude, train for skills" – remains unchanged and is driven forward by internal programs for the personal and professional development of our colleagues. Therefore, in 2021 S&T AG started the "S&T Leadership Academy" for the S&T Group, which consists of a one-year training course which focuses particularly on female junior executives in a wide variety of fields who are to be prepared for their next career steps within the S&T Group by external trainers and S&T managers. In addition, the S&T Group also provides financial support for its employees to take advantage of external training programs or courses. To this end, the S&T Group incurred expenses for employee training measures to the amount of EUR 1.5 million in the financial year 2021 (PY: EUR 1.1 million). In addition, S&T employees continuously take part in training courses run by S&T's industry partners in order to maintain or expand the high level of certification with individual manufacturers such as AWS, SAP, Microsoft, HP, VMware, Cisco and others.
The Executive Board of S&T AG would like to express its gratitude to all employees for their once again outstanding performance in the 2021 financial year, another extremely challenging year due to the COVID-19-pandemic as well as the chip crisis.
Despite the ongoing difficult economic situation due to the COVID-19-pandemic, global supply chain disruptions and raw material shortages, the S&T Group was able to increase its revenues again in 2021. The original forecast was based on an annual revenue of EUR 1,400 million, but was lowered to between EUR 1,330 million and EUR 1,400 million in the course of the financial year, as part of revenue realisation had to be postponed until 2022 due to delivery delays. Revenue achieved for the financial year 2021 amounted to EUR 1,342.0 million. The delay in deliveries and increased costs associated with the chip crisis meant that the profitability forecast of 10% could not be achieved – the EBITDA in financial year 2021 was EUR 126.3 million and the EBITDA margin was therefore 9.4%. At the next Annual General Meeting on May 6, 2022, S&T AG's management will submit a proposal to shareholders to pass a resolution on a dividend payment of 35 cents.
In 2021, the effects of the COVID-19-pandemic continued to influence the development of the global economy. Although global economic performance recovered significantly compared to 2020 due to strong growth in demand, the increased demand could not be fully met due to global supply chain bottlenecks and disruptions. This is also a result of the shortage of raw and auxiliary materials, especially the chip crisis in the semiconductor sector. In addition, the difficulty in forecasting the end of the COVID-19-pandemic – due also to the emergence of new SARS-CoV-2 variants (delta/omicron) – contributes to increased uncertainties regarding economic development. Although the rising vaccination rates have reduced the impact of the pandemic on business activities, vaccination rates worldwide vary greatly depending on the country or region, with correspondingly different economic consequences. Following the economic slump in 2020, with economic output declining by -6.4% in the euro area, -5.9% across the European Union as a whole, and -3.4% in the United States of America, 2021 was marked by a strong upward trend despite the ongoing pandemic and supply shortages: Preliminary figures as part of the The European Commission's autumn forecast predicts growth of 5.0% in the euro area and the EU-27 for 2021, and 5.8% in the USA.
How this upward trend will develop in financial year 2022 depends primarily on how long the war in Ukraine will last and to what extent the current supply bottlenecks will last. The further course of the Corona-Pandemic is also key in terms of new virus variants and the progress of vaccinations in countries that currently have low vaccination rates.
Compared to the economic forecasts from a year ago, current estimates expect slightly higher growth rates for 2022 and the following years. The economic upswing following the sharp pandemic-related slump in 2020 brought higher growth rates in 2021, which for some countries were above the growth rates before the pandemic. Supply chain delays and, in some cases, rising Corona infection figures as well as the requisite measures and restrictions are forecast to shift part of the economic output from 2021 to the financial year 2022. Following the end of these catch-up effects as well as the phasing out of state subsidies and support programs, more moderate economic growth is expected for 2022 and 2023, which will be further dampened by the war in Ukraine and the accompanying sanctions against Russia.
Despite this scenario, the S&T Group's long-term objective – profitable growth – remains unchanged, as the increasing demand for digital solutions also creates opportunities for the S&T Group. Nevertheless, the focus on increasing profitability, generating positive cash flows and optimising working capital, even at the expense of revenue growth, will remain unchanged and receive even more attention. The further development of S&T Group into an innovative technology company and solution provider with an increasing share of proprietary developments and high-margin services, and thus increasing value creation, is expected to lead to a further increase in gross and profit margins, including the discontinuation or sale of low-margin product areas.
In line with its guidance published on January 17, 2022, the S&T Group continues to expect revenue to grow to EUR 1.5 billion with an EBITDA margin of 10% for the financial year 2022. This organic growth is based on the high order backlog, the fulfillment of deliveries delayed due to the chip crisis, and new design wins. For the year 2022, the Russia-Ukraine war is expected to have an impact on the S&T Group. Due to the volatile geopolitical situation, the effects cannot be quantified at this point in time. The medium-term goal will largely depend on whether the sale of the IT services business, which is currently evaluated as part of the project "Focus", goes ahead. The Executive Board will adjust medium-term planning according to this outcome.
The terms "opportunity" and "risk" encompass all influences, factors and developments that could potentially affect the achievement of S&T Group's business objectives. The basic approach is that the inherent opportunities should exceed the inherent risks. Against this backdrop, the risk policy of S&T Group is designed to contribute to the timely realisation of opportunities that arise in a manner that increases the value of the company, and to actively reduce risks by means of countermeasures, in particular in order to avoid risks that could jeopardize the continued existence of the company. Therefore, a large number of decisions require the weighing up of opportunities and risks.
S&T Group is an internationally active technology company and IT system integrator focusing on DACH and Eastern Europe and is therefore exposed to a wide range of financial and non-financial, industry-specific and business risks. At the same time, the industry and the company offer a multitude of opportunities. The management's goal is to identify and evaluate the risks and opportunities of the market and entrepreneurial activities within the framework of the Group's internal opportunity and risk management. To achieve this objective, it is necessary to create awareness of the existing and potential risks in the company among all employees and especially among decision-makers. By means of a group-wide risk management system, risks and their risk structure in particular, are to be recorded and updated. To this end, a new internal control system based on the COSO reference model was created and introduced in S&T Group. Local risk self-assessments are used to identify risks so that they can be pinpointed and counteracted at an early stage. In addition, risk self-assessments serve as a basis for the headquarters to be able to take countermeasures in good time. They are reviewed through the internal audit and the identified measures are monitored for their implementation by S&T AG's internal audit.
The systems are continuously supplemented and reviewed to take account of regional and technological expansion of business activities. To this end, for example, acquired subsidiaries are integrated into the Group by defining, implementing and controlling standardised processes. In addition to IT, finance and controlling, risk identification and risk management also extend to the areas of sales, project management, production, purchasing and development. From the external side, the results of the auditors, lawyers and tax consultants as well as other external service providers are also included in the evaluations. Regular or ad-hoc internal and external audits, risk assessments and certifications also provide insights into improvement opportunities and risk factors. The risk parameters are monitored in two stages: firstly, by means of a standardised process and regular reports to the Executive Board and central functions within S&T AG, and secondly, by means of self-assessments and predefined "red flag criteria", which, if exceeded, result in immediate measures being taken by the Executive Board of S&T AG and the local management of the subsidiaries.
The aim is to exploit corresponding opportunities through business activities and to convert them into economic success for the S&T Group. The "IT Services" segment continues to provide stable revenue and earnings contributions, but cannot form the basis for the growth and, above all, earnings targets of S&T Group – the greater opportunities here lie in the "IoT Solutions Europe" and "IoT Solutions America" segments. For this reason, strategic options, such as the sale of IT service activities, have been evaluated as part of the "Focus" project since autumn 2021. This is intended to drive the S&T Group's medium-term focus on IoT solutions. At the same time, the S&T Group is pursuing the goal of further developing the software share in the "IoT" segments in the direction of integrated hardware and software solutions and building up new business areas, such as IoT as a service (IoTaaS). In addition, the international structure of S&T Group is to be expanded in a targeted manner and the subsidiaries optimally integrated in order to use development, sales and cost synergies with appropriate strategic measures and to further open up the markets. The new or further development of existing proprietary technologies is seen here as a significant opportunity to extend the value chain, but also the product and service portfolio of S&T Group. This also includes minimising risks and consistently exploiting the inherent opportunities. The S&T Group considers the following areas to be among the main opportunities:
Digitisation has been on everyone's lips for years. The Corona-Crisis has further accelerated this process. S&T AG is ideally equipped for this with its product portfolio: to this end, we offer everything for digital transformation within the SUSiEtec portfolio for example, from consulting to hardware/software bundles, system integration, software development, hybrid cloud as well as installation and maintenance. The S&T Group therefore sees good opportunities to exploit and monetise the opportunities arising from the digital transformation.
Many customers are currently or will soon be switching to new technology standards. This applies, for example, to the new 5G mobile phone standard, which enables high bandwidths, real-time applications due to low latencies and increased security despite large numbers of subscribers. With 5G, private networks can be realised in Smart Factories, for example. On the other hand, in the transport sector, the changeover from the GSM-R mobile communications standard, introduced in 1992, to FRMCS (Future Railway Mobile Communication Standard) means that all train radio networks are due for an upgrade, for which S&T is ideally positioned due to its range of technologies and its market position. As another example, the SDC (Service-Oriented Device Connectivity) protocol will play a central role in medical technology in the future. Here, S&T is planning to support its own products for the medical sector with SDC in the future via its subsidiary Kontron as part of its OR.NET e.V. membership.
For the entire S&T Group, we see very good potential in the implementation of the software middleware strategy as part of our Industrial 4.0 and IoT focus. The existing hardware portfolio was expanded with a new middleware offering including seamless integration into private and public clouds. This enables us to offer innovative and holistic products, solutions, platforms and new developments in the field of "Internet of Things". The improved integration of hardware-based security solutions enables us to meet market requirements in terms of data protection and data security. In the future, the flexible IoTaaS ("IoT as a Service") offering is also to be expanded, particularly in the software area, in order to tap into new recurring revenue streams and to bind customers long-term to the S&T Group.
The expansion of our range of services also holds opportunities for the S&T Group. Our primary goal is to further increase the customer benefits of our products and solutions through services, as well as to develop new comprehensive services in products and solutions-based environments. This enables us to offer our customers complete solutions – from the necessary hardware and software to integration and operating services – from a single source. In addition, we can also support our customers throughout the entire product life cycle. To this end, a new ODM ("Original Design Manufacturing") division was also established within S&T Group in financial year 2021 in order to support customers from development through to small series and mass production. In addition, the new size of S&T Group and its global spread offer further potential for synergies and optimisation.
The strategic partnership launched in 2016 with Ennoconn Corporation ("Ennoconn") and its main shareholder, Hon Hai Precision Ltd. ("Foxconn"), can yield further opportunities. In financial year 2021, Ennoconn also entered into a strategic partnership with Google Inc., whose application is also being evaluated by the S&T Group. There is also a stronger focus on expanding partnerships with leading technology providers such as Microsoft in the direction of embedded cloud and Microsoft Azure© as well as with innovative newcomers in the field of artificial intelligence. In addition, new constellations of providers are constantly emerging in the technology sector as a result of technological change, where S&T Group is often a sought-after partner and which thus offer the S&T Group further growth potential.
The COVID-19-pandemic has led to a significant impact on the framework conditions for the global economy. While financial year 2020 was marked by a global decline in economic performance, the economy began to recover in financial year 2021, even though economic growth fell short of expectations due to further lockdowns and travel restrictions, etc. This development also had a negative impact on the S&T Group's business in some vertical end markets. The strategic objective was therefore to drastically reduce risks in particularly hard-hit target markets, such as the aviation industry, to reallocate resources and to focus more on areas benefiting from the Corona-Pandemic. For the S&T Group's solutions in the aviation sector, a significant improvement in demand cannot be expected in the short term, which is why investments in this area were also greatly reduced and personnel has been reduced or reallocated.
Irrespective of the Corona-Crisis, S&T's strategic focus remains on leveraging further synergies between the hardware and software portfolio of the Kontron subgroup and S&T Group, as well as further expanding the portfolio of the "IT Services" segment into higher service shares and recurring revenue.
With regard to the S&T Group's IoT Solutions segments, this means further integration of the product portfolio as well as the joint, crossgroup development of new hardware and software solutions. Failure to implement these strategies could have a direct impact on the Group's risks.
Despite the above, S&T's strategy can turn out to be entirely or partially unproductive. Not to be excluded, for example, is that the services offered by its segments that feature proprietary technologies will not experience demand, or that this will not be of the scope foreseen for such. This, in turn, would cause these segments' expansion not to proceed as expected.
In each of the above cases, investments made with a view to implementing the strategy may be lost in whole or in part, especially since the technology industry is subject to constant change. The market is characterised by rapidly changing technologies, frequent introductions of improved or new products and services, as well as constantly changing and new customer requirements and changes in the regulatory area, e.g. data protection. S&T's success therefore depends crucially on anticipating in good time new trends and developments – for example in applications related to Industry 4.0, 5G applications or cloud computing – or changes in data protection, constantly adapting and improving existing products and services and developing new products in order to adapt to changing technologies, regulations, inexpensive competitor products and customer demands. This requires the use of appropriate technical, human and financial resources. Any delay or prevention of the introduction of improved or new products or services, or their lack of or delayed market acceptance, may adversely affect the competitive position.
The S&T Group's strong organic growth is accompanied by company acquisitions and therefore external growth. Company acquisitions involve a number of risks, so it is important to implement appropriate measures designed to minimise these risks. In particular, extensive due diligence in the acquisition process and years of industry experience help to minimise acquisition risks such as the risk of paying a purchase price that is too high, overestimating the synergy effects and legal risks that could arise from the acquisition. Following an acquisition, rapid group integration, taking cultural differences into account, and transparent communication is required in order to reduce risks and avoid failures to use synergy effects.
Our employees, their individual skills and their professional competence are a key driver for the success of S&T Group. Our goal of becoming one of the leading providers and employers in the technology sector creates the basis for attracting the best talents to the S&T Group on the one hand, and retaining them on the other. This is highly relevant because, especially in the DACH region (Austria, Germany and Switzerland) or in North America, the availability of highly qualified employees is significantly below their demand and it is therefore becoming increasingly difficult to fill all vacant positions at short notice. Through cooperation with schools, technical colleges and universities, the S&T Group endeavors to compete for the best minds at an early stage and to show them the values and opportunities of working for the S&T Group, for example in the form of internships or opportunities to do degree-level research. In addition, the acquisition of companies, particularly in the software sector, represents an opportunity for the S&T Group to acquire engineering capacities on a larger scale. Finally, due to the spread of the SARS-CoV-2 virus and the resulting COVID-19 illnesses, there was and is a risk that large numbers of S&T Group staff will be absent for a short or longer period of time and that S&T Group's ability to deliver will therefore no longer be assured. In order to protect its employees as well as possible, the S&T Group implemented comprehensive safety concepts at the beginning of March 2020 and continuously updated them during 2021 according to the circumstances — new waves of Corona infections, lockdowns, vaccination progress. Depending on the current situation and demand, this included the immediate change to a working from home environment, special hygiene measures or rotating teams if the change to working from home was not possible for operational reasons or if projects required on-site presence. As a result, the number of illnesses within the S&T Group during financial year 2021 was very low. Due to the current highly infectious omicron mutation, and in the future, these measures will also be continued in the first quarter of 2022 in order to protect our employees as far as possible and to mitigate the risk of significant downtimes.
In the business segments "IoT Solutions Europe" and "IoT Solutions America" in particular, S&T Group develops proprietary technology products consisting of hardware and software components, some of which are based on standard systems and configured by the S&T Group to customer requirements. Regarding the development of these proprietary technology products, there is a risk that they will prove to have missed the mark or be uncompetitive and as a result the expected sales and contribution margins cannot be achieved. Delays in development can also lead to postponements in the timely launching on markets of the respective product. Also not to be excluded is that products featuring proprietary technologies will not be accepted for other reasons by the market or customers, and that they therefore cannot be realised in a profitable way. In all cases, the acquisition or development costs incurred and the related planned revenues and earnings contributions could be lost in whole or in part.
Economic slumps or recessions in the countries in which S&T AG operates can especially lead to their public sectors' responding to the need to cut costs by awarding fewer or no commissions, or to receivables due from customers in these countries becoming delinquent. As a result, the order and earnings situation may deteriorate, to the detriment of S&T Group's assets, financial position and earnings. For S&T, the high competitive pressure and changes in the propensity to consume and invest also represent significant risks. Therefore, it is important to recognise trends at an early stage through continuous market observations and to quickly and reliably align products to meet the needs of customers. However, S&T does not position itself as a trend researcher, but constantly tries to exploit emerging trends. Short response times, lean internal processes and entrepreneurial thinking on the part of our employees enable and promote this process. The formation of new working relationships, the direct market entry of Asian players in the service sector in Eastern Europe as well as globally in the embedded systems market are also being observed more and more. S&T meets this challenge through new models of cooperation (such as with Microsoft and Foxconn in the Embedded Cloud Area or Intel and Mobileye in the Embedded Edge Server area) and the use of synergies in the area of indirect distribution and in the Embedded System area through differentiation in the sense of bundling Embedded Systems hardware with corresponding software products and integration services.
As in financial year 2020, the impact of the Corona-Pandemic on the individual sales markets of the S&T Group in the past financial year varied: for example, demand in the S&T Group's medical technology division remained at a high level following record growth in 2020. On the other hand, airlines struggled with low passenger volumes due to recurring restrictions on air travel and the decline in numbers of business travelers, which, for example, led to aircraft being decommissioned and a low willingness to invest in most airlines. The S&T Group assumes that some customer segments will not return to the "pre-Corona" key figures for years to come and has therefore focused on specific sales markets with high digitalisation potential, such as in the area of industrial automation and train radio, in order to minimise the risk.
Due to S&T's business model, the company has a diversified customer structure, often with close customer relationships that have lasted for years or even decades. In the past, neither disproportionately high customer losses nor significant bad debts were recorded. One exception to this is the Kontron Group, where the economic development of recent years before the acquisition by S&T and the associated loss of technology leadership led to losses on the customer side and Kontron becoming a "secondary source". This particularly affected the "IoT Solutions America" segment, where the loss of two major customers led to a significant decline in revenue in recent years.
With regard to possible bad debt losses, an increasing number of S&T Group companies are also working with credit insurance and receivables factoring to reduce risk. The latter is genuine in nature. In Eastern Europe, the majority of customers are larger companies or state organizations. Credit limits for customers are mainly granted individually on the basis of customer ratings or credit limits from recognised commercial credit insurers. Outstanding receivables are monitored by the management and are subject to a standardised valuation based on the requirements of IFRS 9.
In the course of the Corona-Crisis, measures were taken to monitor even more strictly or to reduce credit limits due to higher risks in certain customer segments. While initially payment defaults and insolvencies were expected as a consequence of government support measures being phased out during 2021, the past financial year did not confirm this assumption and there was no "wave of insolvencies". Nevertheless, the focus will continue to remain on very strict receivables management in combination with credit insurance and factoring in the future.
In the area of product quality, there is a fundamental risk that defective products will lead to damage on the customer's side and that the customer will assert warranty claims or demand additional compensation. We counter this risk through numerous measures, in particular through comprehensive technical quality assurance stretching from product development to production. In addition, all important suppliers are regularly audited via a professional quality management system. Furthermore, in the IoT Solutions segments, our worldwide service and repair centers ensure that faulty Kontron products can be quickly and effectively repaired and returned to our customers. In addition, we cover our product risks with appropriate central and specific local insurance, in addition to sector-specific insurance, for example in the aviation industry. It is equally important that the relationship between customized development orders and standard product orders is managed in the best possible way so that both are balanced. Strongly customer-driven business activities have caused an imbalance in distribution in the past and thus led to high complexity-caused costs. The existing high number of variants of the individual products also makes handling in the operational area more difficult. We are countering this risk by coordinating more intensively between the various parts of the company, from development right up to the production process. For example, in financial year 2021, ODM (Original Design Manufacturing) activities from various subsidiaries were bundled and set up again under uniform management.
S&T Group sells Embedded Systems products such as Embedded Boards, Embedded Servers, IPCs and Smart Meters. The procurement of goods and the punctual delivery of the products offered place high demands on the organisation and logistics of the Group. S&T has outsourced parts of the logistics process. This prevents the company from having direct or unlimited influence upon these, in order to preclude or alleviate disturbances. Wars, acts of nature, epidemics, pandemics or strikes which hinder the production or transport of raw materials or finished goods may also lead to delays in the delivery of the goods. Following the spread of the Coronavirus-Pandemic and in particular the lockdowns at the start of financial year 2020 that posed major challenges for supply and production chains, a global chip crisis occurred in the financial year 2021 as a result of the high demand for microchips and electronic components. The chip crisis meant that only some of the components ordered were delivered to the S&T Group, or were delivered with significant delivery delays. At the same time, the shortage also led to significant price increases, particularly for chipsets and components from older generations. The S&T Group countered this situation by setting up buffer warehouses and redesigning products based on chipsets and components that are more likely to be available in future. In many cases, the price increases were passed on to customers of the S&T Group, but there is still the risk of further price hikes, which the S&T Group will not be able to escape either.
In the area of logistics, the costs for logistics services may increase, for example due to the above or additional fees or customs duties, and thus reduce sales margins. Any disruption, interruption or significant increase in the cost of this logistics chain within and/or outside S&T Group may adversely affect its business activities. The impact on global logistics processes following production stoppages due to government lockdowns related to the SARS-CoV-2 outbreak in Asia have subsided in the second half of 2020. However, a significant increase in logistics costs has remained. Here, too, the shift to production partners in Europe or in-house production in Europe reduces the risk of the Corona-Pandemic on the logistics processes.
So-called rare earths are used in key technologies in the technology sector. The largest deposits of rare earths are in China. In the past, China has at times kept the market for rare earths artificially tight, leading to an increase in the corresponding commodity prices and the general price level of the products in which these commodities were used. In addition, a large part of the production of the hardware products used by S&T takes place in Asia. Rising labor costs, increased transport costs and increased demand can influence the price level here.
In the business segment "IT Services", the S&T Group carries out IT projects in which IT solutions tailored to a customer's needs are planned and implemented. IT projects are regularly characterised by a high degree of complexity and incur a considerable expenditure of time and money. The same applies to so-called "design ins" in the embedded systems sector as well as to the implementation or deployment of GSM-R projects in the train radio sector, which usually take several years. The agreement of advance payments is not or only rarely possible for the majority of projects, especially for public sector clients. The services of the S&T Group can therefore usually only be invoiced after the completion of pre-agreed project sections (milestones) or even after the completion of the entire project (golive), so that the S&T Group sometimes has to make considerable payments in advance when carrying out projects. However, it cannot be ruled out that projects may be delayed, cancelled or for other reasons not lead to the hoped-for success, which may also result in milestones and the go-live date (i.e. the project acceptance date) not being achieved. This may result in the partial or complete loss of investments already made or in services already rendered not being invoiced and any claims for damages against clients not being asserted or – for legal, economic or practical reasons – not being enforced. In addition, customer relationships can be broken off or permanently impaired in these cases. Group-wide methods and tools for project management and project controlling are used for risk management. In addition, the project controlling of the companies is regularly monitored centrally. Known project risks are adequately taken into account through the formation of appropriate risk provisions. In addition, S&T AG including its subsidiaries is insured against a number of typical liability and operational risks.
In view of the restrictions imposed by governments or even by the customers themselves, there were sometimes delays in projects in financial year 2021, for example due to official closures of customers or because the necessary contact persons were not available due to short-time work on the customer side. However, through the use of new technologies, the re-allocation of resources and finally getting used to the new "normality", the risk of project delays could be mitigated as far as possible.
In the past financial year, a significant credit facility – the refinancing of the acquisition of the Iskratel Group through long-term equity financing together with Österreichische Kontrollbank – was taken up in the amount of EUR 37.5 million. Nevertheless, despite the acquisitions made and the buyout of minorities, the dividends paid, the repurchase of treasury shares and the ongoing repayments of existing loans, the financial situation of S&T AG and the S&T Group is very solid due to the positive development in cash flow. In addition, there are sufficient credit lines available from the banks in order to have financial leeway even in the short term. The good equity cover we have contributes to financial stability. When selecting banks, S&T AG also takes their creditworthiness into account. Accordingly, financing and financial investments are only concluded with banks that are not expected to pose any default risks. In order to diversify, S&T Group has business relationships with several banks; in addition, financing is not only concluded centrally, but also locally by the subsidiaries. Finally, the bonded loan taken out in financial year 2019 also opened up a new circle of financiers, for example from Liechtenstein, Taiwan and China. With the bonded loan, the maturity of significant financing was also extended to 2024 and 2026, so that there is no need for refinancing in the short term. In addition, by implementing a central factoring setup, a financing model was established that takes account of growth and seasonal fluctuations and also reduces the risk of default by customers.
Interest rate risk represents the risk of changes in the value of interest-bearing financial instruments used to finance the Group due to fluctuations in market interest rates. Around two thirds of the S&T Group's loans and overdraft facilities of EUR 206.2 million have fixed interest rates, while EUR 104.5 million have a variable rate of interest. The financing with fixed interest rates mainly relates to the loan of EUR 45 million taken out in 2017 to finance the acquisition of Kontron AG, the loan taken out in financial year 2018 to finance the acquisition of the Exceet companies in the amount of EUR 30 million, the loan of EUR 37.5 million taken out in March 2021 for the acquisition of the Iskratel Group as well as a long-term loan of EUR 30 million. Of the bonded loan taken out in 2019, EUR 85 million of the EUR 160 million is fixed, while the interest rates for the remaining part are continuously monitored and quotations obtained for any conversion. The development of benchmark and swap rates of interest formed the basis for the decision to date to refrain from securing a fixed rate of interest. The financing of the S&T subsidiaries, on the other hand, is largely subject to variable interest rates. There is a risk here that the EURIBOR or other reference interest rate for the local currency will increase, thereby increasing the interest burden on the S&T Group. This is to be taken into account through increased internal financing of S&T Group members by S&T AG, which can usually refinance itself much more favorably than the local subsidiary. As of December 31, 2021, S&T Group had an interest rate hedge (interest rate swap) of EUR 15 million to hedge a variable interest rate on overdraft facilities in Austria.
Due to S&T's international orientation, a high proportion of transactions are conducted in currencies other than the reporting currency EUR. These include in particular the US dollar, the Russian ruble, the Polish złoty and the Hungarian forint. The volatility of individual currencies can have a significant impact on the revenues and results of S&T AG and its subsidiaries. The ruble in particular experienced a significant decline in the first months of financial year 2022, which can only be partially offset and will have a particular impact on the revenue of Russian subsidiaries. The foreign currency risk is countered by financing transactions in matching currencies, procuring external services in the respective local currency and agreeing currency fluctuation clauses. In individual cases, derivative financial instruments are used for hedging. Speculative transactions, i.e. taking risks outside the scope of operating activities, are not permitted within S&T Group. Only existing balance sheet items or cash flows that are highly likely to occur are used for hedging. Currency risks on financing are reduced by financing in the same currency according to the volume of business to be financed. As of the balance sheet date, subsidiaries of S&T AG had forward exchange contracts or currency option contracts which served to hedge purchase volumes or other positions. The group of persons who can conclude corresponding hedging transactions is very limited. Existing transactions are reported on an ongoing basis and continuously monitored in a group-wide IT system (TM5). For further information on the currency risk, please refer to the explanations on risk management in the notes to the consolidated financial statements.
Like any internationally active group of companies, S&T AG and its subsidiaries are exposed to legal risks to varying degrees. A fundamental distinction must be made between risks under company law, contract risks, patent risks and also tax and customs risks. Basically, the risk is minimised via standard processes and approval procedures as well as the use of standardised order and business terms and conditions. If necessary, external lawyers, auditors and tax advisers or other experts are involved in addition to the internal legal departments in order to assess risks, avoid legal risks or process matters. We protect and monitor patents and trademarks by involving external patent and trademark attorneys. To raise awareness of possible compliance issues and avoid possible violations, a group-wide compliance training system was introduced in the past financial year in order to carry out and document training and tests at all levels of the S&T workforce.
Russian troops invading Ukraine at the end of February 2022 and the ensuing armed conflict means that local projects can be delayed or become completely impracticable. At the same time, the sanctions imposed on Russia by the international community, such as the exclusion of Russia from international payment transactions SWIFT or the ban on exports of high-tech products to Russia, mean massive restrictions on financial systems and the real economy. The S&T Group is affected in several ways: On the one hand, the sanctions make it difficult or impossible to fulfill existing or new customer projects. On the other hand, armed conflict and sanctions lead to a massive decline in the economy and a stop to investment. In the end, the exclusion of Russian banks from international payment transactions makes cash flows to and from Russia impossible or only possible with difficulty, so that the payment of dividends from local subsidiaries to S&T AG, for example, is currently not possible.
Business monitoring systems (internal control systems – ICS) are becoming increasingly important. Internal control is an integral part of enterprise-wide risk management.
The internal control system is understood to be the principles, regulations and procedures introduced by the Executive Board of S&T AG and the local managing directors of the subsidiaries, which are aimed at the organisational implementation of management decisions. The objectives to be safeguarded are the protection of assets against loss, misuse and damage, the achievement of organisational goals, the assurance of proper, economic, efficient and effective processes, the reliability of operational information, in particular the reliability of accounting, and compliance with laws and regulations. The ICS has a preventive and detective function and supports the flow of corporate processes.
Internal control is a process embedded in the work and operations of an organisation, carried out by management and staff to identify risks, manage them and provide reasonable assurance that the organisation is achieving its objectives in fulfilling its mission. In this context, an ICS refers to all essential business processes. One of the important foundations for a functioning ICS is the definition of the structural and procedural organisation in the company.
In order to optimise the ICS, S&T AG applies an independent ICS manual. In addition to the significance and importance of an effectively implemented internal control system, specific requirements for the subsidiaries are also regulated in this ICS manual, which is applicable throughout the Group. In this context, the ICS also aims to ensure that the subsidiaries comply with S&T Group processes and guidelines. The aim of this guideline is to define and establish minimum standards for internal controls, to ensure their application and to derive measures that comply with ICS principles.
As with any general activity, there should be a balance between risk and control of the business, i.e. the cost/benefit aspect should be considered. The ICS comprises measures and controls based on the following principles, among others: transparency, confirmation by a second person, separation of functions and minimum scope of information.
In general, the ICS manual of S&T AG is based on the international COSO Model. The COSO model is a basic model for assessing the internal control system of companies, published by the Committee of Sponsoring Organization (COSO) of the US Treadway Commission and is regarded as a standard worldwide. The respective objectives and components (e.g. control environment, risk assessment, monitoring) of the COSO model are described in detail in the ICS manual of S&T AG.
With regard to the role of the internal audit, its tasks and activities, such as the procedure for audit planning, audit execution and the control process with regard to the improvement measures defined in the audits, are described in detail in the manual. In addition, the manual includes references regarding equally important ICS topic areas, such as business ethics and compliance.
The management of all subsidiaries of S&T AG is obliged to comply with the requirements of the Internal Control System Manual. The monitoring of compliance with the requirements of the Internal Control System Manual as well as the assessment of the general control environment at the subsidiaries is carried out within the framework of regular or ad-hoc internal audits at the Group's companies. This is carried out by the central audit department at S&T AG. In addition, the responsible S&T Group functions, such as the Accounting or Internal IT departments, are required to continuously monitor compliance with the Group-wide guidelines for their areas of responsibility.
The main components of the internal reporting system are the standardised reports and scorecards, which are generally sent to the management on a monthly basis and to the company's Supervisory Board on a quarterly basis. In addition, a new BI and analytics tool was introduced that provides management with all key financial figures on a daily basis through direct access to the local financial systems of the main subsidiaries. Standardised core processes and job descriptions have defined procedures and internal controls. The process specifications for the subsidiaries are stored in a central information system of S&T AG.
The reporting, management and controlling of risks is structured hierarchically. The requirements of the accounting process are implemented by the finance department at the respective companies. Risks of accounting errors are largely eliminated or minimised by the following processes:
› Uniform IFRS accounting guidelines, supported by standardised reporting forms or files, are mandatory for accounting and consolidation. In the 2019 financial year, a new accounting manual was developed for this purpose, which explains significant accounting issues or further standardises them with regard to the acquired Group companies and is mandatory for the fully consolidated subsidiaries of S&T Group. The accounting manual has been adapted to new developments in 2020 and is continuously updated. The subsidiaries acquired in 2021 were also directly connected to the COGNOS IT system for consolidation, thus establishing a one-step consolidation process.
Further information on the risk management organisation and process is available in the "Forecast/Opportunities and Risk Report" and in the sustainability section of this report.
Due to the expiry of the Executive Board's previous authorisation to buy back treasury shares, the Extraordinary General Meeting of S&T AG on January 15, 2019 approved a new authorisation for the Executive Board to buy back treasury shares. The Executive Board was authorised to purchase no-par value shares in the company amounting to up to 10% of the company's share capital for a period of 30 months from January 15, 2019, both on the stock exchange and – in this case with the prior approval of the Supervisory Board – off the stock exchange. The shares may be acquired at an equivalent value that does not exceed or fall below the stock exchange price (average closing price for shares of the Company in XETRA trading on the Frankfurt/Main Stock Exchange) of the last five trading days prior to the acquisition by more than 10%. Corresponding Executive Board resolutions as well as details of the respective repurchase program based thereon shall be published in accordance with legal requirements.
For a period of five years from the resolution of the Extraordinary General Meeting on January 15, 2019, the Executive Board is authorised, with the approval of the Supervisory Board, to sell the treasury shares acquired in any other way than via the stock exchange or through a public offering, for example in the form of using these shares as consideration for contributions from companies, operations, parts of operations or shares in one or several companies in Austria or abroad or for other assets (e.g. patents). The general subscription rights of the existing shareholders may be excluded in this case. The Executive Board was also authorised
by the Extraordinary General Meeting on January 15, 2019, to redeem treasury shares following repurchase without further resolution by the Annual General Meeting with the approval of the Supervisory Board. The Supervisory Board is authorised to resolve on amendments to the Articles of Association resulting from the withdrawal of shares.
The Executive Board made use of the authorisation to acquire treasury shares in the 2021 financial year through two share buyback programs:
As of December 31, 2021, the Annual General Meeting of S&T AG has not yet issued authorisation to buy back further treasury shares.
› At the Extraordinary General Meeting of S&T AG on May 21, 2019, the shareholders resolved a new, additional authorised capital, under which the Executive Board, with the consent of the Supervisory Board, is authorised to increase the share capital until June 25, 2024 – also with partial or total exclusion of the subscription rights of the shareholders due to a partial direct exclusion and/ or as a result of the granted authorisation of the Executive Board to exclude in certain cases – by up to EUR 6,600,000 ("Authorised Capital 2019"). Up until December 31, 2021, no use was made of the existing authorisations to issue new shares from the authorised capital.
Otherwise, the members of the Executive Board have no powers that do not arise directly from the law, in particular with regard to the possibility of issuing or buying back shares.
Linz, March 17, 2022
Dipl.-Ing. Hannes Niederhauser MMag. Richard Neuwirth Michael Jeske Dr. Peter Sturz Dipl.-Ing. Michael Riegert
This management report contains statements that relate to the future development of S&T AG as well as its economic development. These statements represent estimates that S&T AG has made on the basis of all information available at the present time. If the underlying assumptions do not materialise or further risks occur, the actual results may differ from the results currently expected. S&T AG can therefore not accept any liability for this information.
| CONSOLIDATED INCOME STATEMENT IN TEUR |
NOTES | 2021 | 2020 |
|---|---|---|---|
| Revenues | (1) | 1,341,953 | 1,254,804 |
| Capitalised development costs | (2) | 21,455 | 17,602 |
| Other income | (3) | 13,529 | 8,762 |
| Expenses for materials and other services purchased | (4) | -851,730 | -799,047 |
| Personnel expenses | (5) | -314,234 | -273,253 |
| Depreciation and amortisation | (6) | -63,593 | -61,465 |
| Other operating expenses | (7) | -84,703 | -78,825 |
| Result from operations | 62,677 | 68,578 | |
| Finance income | (8) | 1,586 | 1,595 |
| Finance expenses | (8) | -10,039 | -9,256 |
| Financial result | -8,453 | -7,661 | |
| Result from associated companies | 0 | -229 | |
| Earnings before taxes | 54,224 | 60,688 | |
| Income taxes | (9) | -5,260 | -6,065 |
| Net income | 48,964 | 54,623 | |
| Results from the period attributable to owners of non-controlling interests | 704 | -986 | |
| Results from the period attributable to owners of interests in parent company |
48,260 | 55,609 | |
| Earnings per share (undiluted) | (10) | 0.75 | 0.86 |
| Earnings per share (diluted) | (10) | 0.74 | 0.84 |
| Average number of shares in circulation (in thousands undiluted) | 63,958 | 64,998 | |
| Average number of shares in circulation (in thousands diluted) | 64,958 | 65,998 |
| STATEMENT OF OTHER COMPREHENSIVE INCOME IN TEUR |
2021 | 2020 |
|---|---|---|
| Net income | 48,964 | 54,623 |
| Items that will not be reclassified to profit or loss | ||
| Remeasurement according to IAS 19 | ||
| Gains(+)/losses(-) from remeasurement | 150 | -637 |
| Results from remeasurement of financial instruments at fair value through other comprehensive income |
-1 | -49 |
| Deferred taxes on items that will not be reclassified to profit or loss | -53 | 173 |
| 96 | -513 | |
| Items that may be subsequently reclassified to profit or loss | ||
| Unrealised gains/losses from currency translation | 7,920 | -12,481 |
| Net loss on debt instruments at fair value through other comprehensive income |
-1 | -14 |
| 7,919 | -12,495 | |
| Other comprehensive income | 8,015 | -13,008 |
| Comprehensive income | 56,979 | 41,615 |
| of which attributable to | ||
| Results from the period attributable to owners of non-controlling interests | 1,533 | -1,965 |
| Results from the period attributable to owners of interests in parent company |
55,446 | 43,580 |
| ASSETS IN TEUR |
NOTES | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | (11) | 132,536 | 135,120 |
| Intangible assets | (12) | 104,207 | 102,798 |
| Goodwill | (12) | 208,251 | 199,481 |
| Financial assets non-current | (14) | 12,594 | 11,913 |
| Contract assets non-current | (1) | 194 | 201 |
| Other non-current assets | (15) | 21,018 | 19,831 |
| Deferred tax assets | (16) | 40,179 | 36,616 |
| 518,979 | 505,960 | ||
| CURRENT ASSETS | |||
| Inventories | (17) | 187,349 | 159,857 |
| Trade receivables | (18) | 232,546 | 204,482 |
| Contract assets current | (1) | 32,834 | 23,553 |
| Financial assets current | (19) | 19,902 | 10,206 |
| Other receivables and assets current | (20) | 64,011 | 60,660 |
| Cash and cash equivalents | (21) | 296,512 | 281,909 |
| 833,154 | 740,667 | ||
| Total assets | 1,352,133 | 1,246,627 | |
| EQUITY AND LIABILITIES IN TEUR |
NOTES | 31.12.2021 | 31.12.2020 |
| EQUITY | |||
| Subscribed capital | (22) | 66,096 | 66,096 |
| Capital reserves | (22) | 168,283 | 169,441 |
| Accumulated results | (22) | 239,431 | 210,354 |
| Other reserves | (22) | -8,405 | -15,591 |
| Treasury shares | (22) | -46,848 | -26,262 |
| Equity attributable to owners of interests in parent company | 418,557 | 404,038 | |
| Non-controlling interests | (22) | 4,706 | 5,432 |
| 423,263 | 409,470 | ||
| NON-CURRENT LIABILITIES | |||
| Financing liabilities non-current | (23) | 238,376 | 218,848 |
| Other financial liabilities non-current | (24) | 54,084 | 77,858 |
| Contract liabilities | (1) | 16,952 | 16,323 |
| Other liabilities non-current | (25) | 488 | 661 |
| Deferred tax liabilities | (16) | 13,206 | 13,271 |
| Provisions non-current | (26) | 25,056 | 26,846 |
| 348,162 | 353,807 | ||
| CURRENT LIABILITIES | |||
| Financing liabilities current | (23) | 72,319 | 42,810 |
| Trade payables | (27) | 269,975 | 210,011 |
| Contract liabilities | (1) | 85,025 | 69,669 |
| Other financial liabilities current | (28) | 47,712 | 46,487 |
| Provisions current | (26) | 31,436 | 40,473 |
| Other liabilities current | (29) | 74,241 | 73,900 |
| 580,708 | 483,350 |
Total equity and liabilities 1,352,133 1,246,627
| CONSOLIDATED CASH FLOW STATEMENT NOTES IN TEUR |
2020 | ||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Earnings before taxes | 54,224 | 60,688 | |
| Depreciation and amortisation | 63,593 | 61,465 | |
| Interest expenses | 10,039 | 9,256 | |
| Interest and other income from the disposal of financial assets | -1,586 | -1,595 | |
| Result from associated companies | 0 | 229 | |
| Increase/decrease of provisions | -12,664 | -19,108 | |
| Gains/losses from the disposal of non-current non-financial assets | -1,766 | -56 | |
| Changes in inventories | -25,927 | 8,570 | |
| Changes in trade receivable and contract assets | -36,419 | 41,432 | |
| Changes in other receivables and assets | -4,431 | 5,983 | |
| Changes in trade payable and contract liabilities | 69,159 | -2,455 | |
| Changes in other liabilities | -1,508 | -12,563 | |
| Other non-cash income and expenses | -5,895 | 129 | |
| Cash and cash equivalents from operations | 106,819 | 151,975 | |
| Income taxes paid | -11,541 | -11,163 | |
| Net cash flows from operating activities | 95,278 | 140,812 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Purchase of non-current non-financial assets | -46,990 | -33,920 | |
| Purchase/sale of financial instruments | -7,704 | 0 | |
| Proceeds from sale of non-current non-financial assets | 4,087 | 775 | |
| Disposal/purchase of financial instruments | -466 | -3,649 | |
| Payments to acquire subsidiaries less cash assumed and plus current account liabilities assumed |
(A) | -13,941 | -40,960 |
| Proceeds /Payments from disposal/sale of subsidiaries less cash disposed and plus current account liabilities disposed |
-2,085 | -1 | |
| Proceeds from sale of shares in associated companies | 0 | 60 | |
| Interest income | 783 | 513 | |
| Net cash flows from investing activities | -66,316 | -77,182 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in financing liabilities and financial liabilities | 74,385 | 3,467 | |
| Decrease in financing liabilities and financial liabilities | -45,536 | -44,349 | |
| Interests paid | -6,198 | -6,003 | |
| Acquisition of non-controlling interests | (A) | -2,771 | -8,086 |
| Dividends to owners of non-controlling interests | -360 | 0 | |
| Dividends to owners of interests in parent company | -19,183 | 0 | |
| Payments for acquisition of treasury shares | -20,586 | -12,191 | |
| Capital increase (less transaction costs) | 0 | 1,385 | |
| Net cash flows from financial activities | -20,249 | -65,777 | |
| Changes in exchange rates | 4,270 | -8,067 | |
| Changes in financial funds | 12,983 | -10,214 | |
| Financial funds as of the beginning of the period | (30) | 254,951 | 265,165 |
| Financial funds as of the end of the period | (30) | 267,934 | 254,951 |
| Overdrafts | (30) | 24,181 | 23,132 |
| Restricted cash | (30) | 4,397 | 3,826 |
| Total cash and cash equivalents | (30) | 296,512 | 281,909 |
| DEVELOPMENT OF EQUITY IN TEUR |
NOTES | SUBSCRIBED CAPITAL | CAPITAL RESERVES |
|---|---|---|---|
| as of January 1, 2020 | 66,096 | 170,057 | |
| COMPREHENSIVE INCOME | |||
| Consolidated income | 0 | 0 | |
| Other comprehensive income | 0 | 0 | |
| 0 | 0 | ||
| OTHER CHANGES | |||
| Acquisition of subsidiaries | 0 | 0 | |
| Stock options | 0 | 4,866 | |
| Other | 0 | -153 | |
| 0 | 4,713 | ||
| TRANSACTIONS WITH OWNERS OF INTERESTS | |||
| Acquisition of non-controlling interests | 0 | -5,329 | |
| Dividends | 0 | 0 | |
| Repurchase of treasury shares | 0 | 0 | |
| Capital increase | 0 | 0 | |
| 0 | -5,329 | ||
| as of December 31, 2020 | 66,096 | 169,441 | |
| as of January 1, 2021 | 66,096 | 169,441 | |
| COMPREHENSIVE INCOME | |||
| Consolidated income | 0 | 0 | |
| Other comprehensive income | 0 | 0 | |
| 0 | 0 | ||
| OTHER CHANGES | |||
| Stock options | (37) | 0 | 1,308 |
| 0 | 1,308 | ||
| TRANSACTIONS WITH OWNERS OF INTERESTS | |||
| Acquisition of non-controlling interests | (22) | 0 | -2,466 |
| Dividends | (22) | 0 | 0 |
| Repurchase of treasury shares | 0 | 0 | |
| 0 | -2,466 | ||
| as of December 31, 2021 | 66,096 | 168,283 |
| 12,363 -986 -979 |
TOTAL 372,689 55,609 |
TREASURY SHARES |
OTHER RESERVES | |
|---|---|---|---|---|
| ACCUMULATED RESULTS |
||||
| -14,647 | -3,562 | 154,745 | ||
| 0 | 0 | 55,609 | ||
| -12,029 | 0 | -12,029 | 0 | |
| -1,965 | 43,580 | 0 | -12,029 | 55,609 |
| 1,124 | 0 | 0 | 0 | 0 |
| 0 | 5,442 | 576 | 0 | 0 |
| 0 | -153 | 0 | 0 | 0 |
| 1,124 | 5,289 | 576 | 0 | 0 |
| -4,140 | -5,329 | 0 | 0 | 0 |
| -2,468 | 0 | 0 | 0 | 0 |
| 0 | -12,191 | -12,191 | 0 | 0 |
| 518 | 0 | 0 | 0 | 0 |
| -6,090 | -17,520 | -12,191 | 0 | 0 |
| 5,432 | 404,038 | -26,262 | -15,591 | 210,354 |
| 5,432 | 404,038 | -26,262 | -15,591 | 210,354 |
| 704 | 48,260 | 0 | 0 | 48,260 |
| 829 | 7,186 | 0 | 7,186 | 0 |
| 1,533 | 55,446 | 0 | 7,186 | 48,260 |
| 0 | 1,308 | 0 | 0 | 0 |
| 0 | 1,308 | 0 | 0 | 0 |
| -1,241 | -2,466 | 0 | 0 | 0 |
| -1,018 | -19,183 | 0 | 0 | -19,183 |
| 0 | -20,586 | -20,586 | 0 | 0 |
| -2,259 | -42,235 | -20,586 | 0 | -19,183 |
| 4,706 | 418,557 | -46,848 | -8,405 | 239,431 |
A.
The technology group S&T AG employs around 6,200 people and has subsidiaries in 32 countries around the world. The company is listed in the TecDAX ® and SDAX® on the German stock exchange and has a combined portfolio of proprietary technologies involving embedded systems, cloud solutions, software and services, making it one of the leading international providers of Industry 4.0 and Internet of Things technology. With a comprehensive solutions portfolio in its IT services segment, S&T AG is also one of the leading providers of IT services and solutions in Central and Eastern Europe.
S&T AG is a stock corporation under Austrian law and its headquarters are in 4021 Linz, Industriezeile 35, Austria. It is registered at the commercial register court in Linz under FN 190.272 m. The company's shares are listed in the Prime Standard of the Frankfurt Stock Exchange (FWB) in Frankfurt am Main, Germany.
The consolidated financial statements of S&T AG have been compiled according to the financial reporting standards of the International Accounting Standards Board (IASB), of the International Financial Reporting Standards (IFRS) and to the interpretations of the IFRS Interpretation Committee (IFRS IC), as they are to be applied in the European Union, and the additional statements according to Section 245a (1) of the Austrian Civil Code (UGB). Unless otherwise noted, all amounts are denominated in thousands of euros (TEUR). When rounded amounts and percentages are added up, rounding related calculation differences may occur due to the use of automated calculation aids.
The global economy recovered in 2021 due to strong growth in demand following the slump in 2020, but the effects of the ongoing COV-ID-19-pandemic and the measures taken by the respective governments in connection with it, such as lockdowns, comprehensive travel and curfew restrictions, are still clearly noticeable. In addition, there were global supply chain disruptions and raw material shortages in 2021, especially the chip crisis in the semiconductor industry. The S&T Group was also unable to escape these developments in the operational business in Austria and the S&T Group because deliveries did not arrive on time due to a lack of product or raw material availability, resulting in a failure to realise revenue in 2021.
As an internationally active corporate group, S&T cannot ignore the latest developments and discussions regarding climate change and sustainable business. Group management is committed to achieving the climate targets set by politicians (e.g. the European Green Deal) and is voluntarily committed under the UN Global Compact to comply with the three defined environmental goals, among other things. With this in mind, management continuously analyses potential sustainability risks, particularly in the areas of climate change and resource shortages. S&T currently sees no significant risks to its business model in either area. As a result, no significant impact of such risks on the presentation of the Group's assets, finances and earnings is currently expected.
The application of the following new or changed standards and interpretations was mandatory for the first time in the financial year 2021:
| IFRS 16 | Amendments to IFRS 16 COVID-19-Related Concessions beyond June 30, 2021 (published: March 2021) |
|---|---|
| IFRS 4 | Amendments to IFRS 4 Insurance contracts (published: June 2020) |
| Diverse | Interest Rate Benchmark Reform – Phase 2 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (published: August 2020) |
The first-time application of these new or revised standards has no significant impact on S&T AG's consolidated financial statements.
The following standards and interpretations or changes to standards have been adopted by the IASB, but are not yet mandatory to apply to financial year 2021. An early application of these standards is not planned at this time. The effects on the consolidated financial statements are currently being evaluated.
APPLICATION
| Diverse | Annual improvements (2018-2020 cycle) (published: May 2020) | January 1, 2022 |
|---|---|---|
| IFRS 3 | Amendments to IFRS 3 Reference to the conceptual framework (published: May 2020) | January 1, 2022 |
| IAS 16 | Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (published: May 2020) |
January 1, 2022 |
| IAS 37 | Amendments to IAS 37 Onerous Contracts – Costs of fulfilling a contract (published: May 2020) | January 1, 2022 |
| IFRS 17 | Insurance contracts (published: May 2017) | January 1, 2023 |
| IAS 1 | Amendments to IAS 1 Classification of Liabilities as Current or Non-current (published: January 2020) | January 1, 2023 |
| IAS 8 | Amendments to IAS 8 Definition of Accounting Estimates (published: February 2021) | January 1, 2023 |
| IAS 1 / IFRS Practice statement 2 |
Amendments to IAS 1 and IFRS Practice statement 2 Disclosure of Accounting Policies (published: February 2021) |
January 1, 2023 |
| IAS 12 | Amendment to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction (published: May 2021) |
January 1, 2023 |
S&T AG's consolidated financial statements include S&T AG as fully consolidated companies and all group companies (subsidiaries) controlled directly or indirectly by S&T AG. As part of determining the group of consolidation, S&T AG (investor) analyses whether it directly or indirectly controls the potential subsidiary (investee). Control exists when
The management of S&T AG reviews the extent to which the requirements for consolidation continue to be met at each reporting date.
Subsidiaries are fully consolidated from the time when S&T AG has control over them and can exercise control at any time.
Subsidiaries are consolidated as soon as control by the parent company ends; the assets and liabilities as well as proportionate equity components are derecognised accordingly.
Companies over which S&T AG can have a significant influence (associated companies) are included in the consolidated financial statements using the equity method.
Shares in companies with a shareholding level below 20%, over which S&T AG cannot exercise any significant influence, are recognised as financial assets and assigned to the category "at fair value through other comprehensive income without recycling" in accordance with IFRS 9.
The uniform reporting date for all companies included in the consolidated financial statements is December 31. The consolidated financial statements are prepared in euros, which is also the functional currency of S&T AG.
The assets and liabilities of domestic and foreign companies included in the consolidated financial statements are recognised according to consolidated reporting and measurement methods.
All intragroup balances, business transactions, unrealised gains and losses from intragroup transactions and dividends are eliminated in full. In the consolidation processes, the income tax effects are taken into account and deferred taxes are recognised if necessary.
A subsidiary's losses are also attributed to non-controlling interests if this results in a negative balance.
A change in the amount of investment in a subsidiary is recognised as an equity transaction, unless there is a loss of control associated with it.
Business combinations are accounted for using the acquisition method. The cost of a business acquisition is calculated as the sum of the consideration transferred, measured at the fair value at the acquisition date, and the non-controlling interest in the acquired company. For each business combination, S&T AG measures the non-controlling interest in the acquiree either at fair value or at the corresponding share of the acquiree's identifiable net assets measured at fair value. Costs incurred as a result of the business combination are recognised as an expense and reported as other operating expenses. The results of the companies acquired are included in the consolidated financial statements from the related acquisition date.
If the Group acquires a company, it assesses the appropriate classification and designation of the financial assets and liabilities assumed in accordance with the terms of the contract, economic circumstances and prevailing conditions at the time of acquisition.
An agreed contingent consideration is recognised at fair value at the acquisition date. Subsequent changes in the fair value of a contingent consideration that represent an asset or a liability are recognised through profit or loss. A contingent consideration that is classified as equity is not revalued and its subsequent settlement is accounted for in equity.
Callable or fixed-term equity shares in subsidiaries with a put option that are held by non-controlling shareholders represent financial liabilities for the S&T Group. Such liabilities are initially recorded at fair value in accordance with IFRS 9. Regardless of whether the non-controlling shareholders are currently beneficial owners of the shares or not, the first consolidation takes place as an early acquisition, i.e. the shares covered by the put option are attributed to the S&T Group from the outset as if the option had already been exercised. As a result, the liability from the put option is measured at fair value in profit or loss on each reporting date.
At initial recognition, goodwill is measured at acquisition cost, which is measured as a surplus of the total consideration transferred and
the amount of the proportion with non-controlling interest over the acquired identifiable assets and assumed liabilities of the Group. If the fair value of the acquired net assets exceeds the total consideration transferred, the Group reassesses whether it has correctly identified all acquired assets and all liabilities assumed and reviews the procedures used to determine the amounts that were to be reported at the acquisition date. If, after reassessment, this consideration is still below the fair value of the acquired subsidiary's net assets, the difference is recognised through profit or loss.
After initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of the impairment test, goodwill acquired in a business combination is assigned on the acquisition date to the cash-generating units of the Group that are expected to benefit from the business combination. This applies regardless of whether other assets or liabilities of the acquired company are allocated to these cash-generating units.
Comprised in the consolidated financial statements are S&T AG and all subsidiaries upon which S&T AG directly or indirectly exerts control. On December 31, 2021, S&T AG's scope of consolidation consisted of 78 fully consolidated companies (PY: 81). Of these, 7 companies (PY: 7) are based in Austria and 71 companies (PY: 74) are based abroad. As of December 31, 2021, the Group had no shareholding in any company (PY: 0) that is accounted for using the equity method.
The number of fully consolidated companies has developed as follows:
| GROUP COMPANIES (NUMBER) | 2021 | 2020 |
|---|---|---|
| Number of fully-consolidated companies as of January 1 | 81 | 79 |
| Companies founded | 2 | 1 |
| Group companies merged | -5 | -5 |
| Companies acquired | 4 | 14 |
| Disposals | -4 | -8 |
| Number of fully-consolidated companies as of December 31 | 78 | 81 |
In December 2021, S&T AG founded S&T Austria GmbH, based in Vienna, Austria. The company was not operating in the financial year 2021 and is assigned to the "IT Services" segment.
Iskratel d.o.o., Kranj, Slovenia, a 100% subsidiary of S&T AG, founded BeeIN d.o.o., Kranj, Slovenia, in the previous year. The company was founded for research purposes in the 5G sector. BeeIN d.o.o.'s business activities started in 2021, from this point on, the company is included in the consolidated financial statements of S&T AG. Iskratel d.o.o. holds 75% of BeeIN d.o.o. and this company is allocated to the "IoT Solutions Europe" segment.
The following companies were merged in the financial year 2021:
In September 2021, S&T AG signed a contract for the sale of its 51% stake in S&T IT Services S.R.L. (formerly BASS Systems S.R.L.), Chisinau, Moldova. The shares were sold to the previous co-shareholder, who is to be classified as a related party due to his activity as managing director. The purchase price amounts to the equivalent of TEUR 750. At the same time as the share sale, it was agreed between the contracting parties that the previous business activities of S&T IT Services S.R.L. and the material net assets associated with it would be transferred from it to S&T Mold S.R.L. The income from this transaction amounts to TEUR -210.
In financial year 2021, the S&T Group acquired shares in the following companies through business combinations. These companies are fully consolidated:
› Axino Solutions GmbH, Aachen, Germany
› PSB IT-Service GmbH, Ober-Mörlen, Germany
On December 22, 2020, Kontron Technologies GmbH, Linz, Austria, a 100% subsidiary of S&T AG, concluded a notarised purchase agreement for the acquisition of 100% of the shares of HC Solutions GmbH, Linz, Austria. HC Solutions GmbH was founded in 1991 and, as a software company, offers its customers software development and maintenance as well as IT consulting. They also carry out software development projects for their customers and sell software licenses for the products they have developed.
The purchase price consisted of three components: a fixed purchase price paid in cash of TEUR 693 and the redemption of liabilities with relevance to the owner amounting to TEUR 607 on the one hand, and a variable portion of TEUR 125 based on an earn-out agreement pertaining to license revenue of a product for the period 2021–2025 on the other. The newly acquired company was included as one of S&T Group's consolidated companies starting February 1, 2021.
The acquired assets and liabilities have been accounted for in the consolidated financial statement during first consolidation at the following fair values:
| Cash and cash equivalents | 148 |
|---|---|
| Property, plant and equipment and intangible assets | 511 |
| Other non-current assets | 65 |
| Inventories | 25 |
| Trade receivables and contract assets (nominal value TEUR 844) | 844 |
| Other current receivables and assets | 26 |
| Other non-current liabilities | -56 |
| Deferred tax liabilities | -115 |
| Non-current and current provisions | -595 |
| Trade payables and contract liabilities | -650 |
| Other current liabilities | -512 |
| Net assets at fair value | -308 |
| GOODWILL | IN TEUR |
| Consideration transferred | 1,425 |
| Negative net assets at fair value | 308 |
Goodwill 1,733
HC Solutions GmbH was acquired with the aim of maintaining a competent team of software developers that can also be used for other projects. This significantly strengthened professional competence in the area of software development. The know-how of employees
and the expected synergies for the S&T Group are reflected in goodwill.
The goodwill resulting from the purchase price allocation was assigned to the "IoT Solutions Europe" segment.
The analysis of the cash flows due to the acquisition of the companies takes the following form:
| Purchase price paid in cash | -1,300 |
|---|---|
| Cash assumed through takeover of subsidiary | 148 |
| Cash flow from investing activities | -1,152 |
| Transaction costs from acquisition of the company | -3 |
| Cash flow from operating activities | -3 |
The company was merged into Kontron Technologies GmbH, Linz, Austria, immediately after the acquisition.
Since full consolidation, the company has accounted for TEUR 7,032 of Group revenue and TEUR 252 net income for that period. Had the company been consolidated for the first time as of January 1, 2021, Group revenues would have changed by an additional TEUR 493 and net income by TEUR -162.
In March 2021, S&T Deutschland GmbH, Mendig, Germany, a 100% subsidiary of S&T AG, signed a notarised purchase agreement for the acquisition of 100% of the shares in Axino Solutions GmbH, Aachen, Germany. Axino Solutions GmbH offers its services to large and medium-sized companies in the DACH region as a consultancy and system integrator with comprehensive applications expertise and innovative in-house product development. The purchase price consists of a fixed purchase price paid in cash of TEUR 200 and a variable share of TEUR 486 contingent on the revenue attained in the financial years 2021–2023. The newly acquired company was included as one of S&T Group's consolidated companies starting April 1, 2021.
The acquired assets and liabilities have been accounted for in the consolidated financial statement during first consolidation at the following fair values:
| Net assets at fair value | -972 |
|---|---|
| Other current liabilities | -1,580 |
| Trade payables and contract liabilities | -2,656 |
| Non-current and current provisions | -716 |
| Other non-current liabilities | -43 |
| Other current receivables and assets | 499 |
| Trade receivables and contract assets (nominal value TEUR 1,382) | 1,382 |
| Property, plant and equipment and intangible assets | 1,199 |
| Cash and cash equivalents | 943 |
| NET ASSETS ACQUIRED | IN TEUR |
| 972 |
|---|
| 686 |
Axino Solutions GmbH was acquired by S&T Deutschland GmbH because it significantly expanded its presence in the Koblenz region and the merger enabled both companies to leverage significant synergies, both from the customer perspective and in terms of internal costs, which are reflected in goodwill. The expanded team competence helps both companies to handle larger and more complex contracts. In addition, S&T Deutschland GmbH received a complete service and development team of technicians through the acquisition.
The goodwill resulting from the purchase price allocation was assigned to the "IT Services" segment.
The analysis of the cash flows due to the acquisition of the companies takes the following form:
Since full consolidation, the company has accounted for TEUR 5,944 of Group revenue and TEUR 1,270 net income for that period. Had the company been consolidated for the first time on January 1, 2021, Group revenue would have changed by an additional TEUR 1,366 and net income by TEUR 2,457 (including a shareholder waiver of TEUR 2,928 in the course of the insolvency proceedings).
On June 2, 2021, S&T AG, through its subsidiary CITYCOMP Service GmbH, Ostfildern, Germany, concluded a notarised purchase agreement for the acquisition of 100% of the shares in PSB IT-Service GmbH based in Ober-Mörlen, Germany. PSB IT-Service GmbH, an IT service provider in the multi-vendor maintenance sector, was previously part of the Bechtle Group and performs IMAC (install – move – add – change) services as well as maintanance and Hardware-as-a-Service on the German market with a workforce of approximately 70 technicians. Due to the minimal customer base, PSB IT-Service GmbH posted a negative result in financial year 2020 with revenue of EUR 14 million. A purchase price of TEUR 0 was agreed between the contracting parties, whereby the seller undertook to increase PSB IT-Service GmbH's equity by TEUR 960 before the shares were transferred. The transaction was closed with effect from July 1, 2021. From this date, PSB IT-Service GmbH is also included in the consolidated companies of the S&T Group.
The assets and liabilities acquired were recognised at the following preliminary fair values upon the company's first consolidation in the Group's consolidated financial statements:
| Cash and cash equivalents | 4 |
|---|---|
| Property, plant and equipment and intangible assets | 532 |
| Deferred tax assets | 170 |
| Inventories | 307 |
| Trade receivables and contract assets (nominal value TEUR 597) | 565 |
| Other current receivables and assets | 1,454 |
| Other non-current liabilities | -1,136 |
| Non-current and current provisions | -962 |
| Trade payables and contract liabilities | -3,212 |
| Other current liabilities | -1,043 |
| Net assets at fair value | -3,321 |
| GOODWILL | IN TEUR |
| Consideration transferred | 0 |
| Negative net assets at fair value | 3,321 |
| Goodwill | 3,321 |
CITYCOMP Service GmbH has acquired all shares in PSB IT-Service GmbH from Bechtle Managed Service GmbH. The aim of the acquisition was to supplement the existing contracts of PSB IT-Service GmbH with the Bechtle Group with additional services to be provided by CITYCOMP Service GmbH. CITYCOMP Service GmbH expects this to attract the Bechtle Group as a significant customer and to sell its own services.
The goodwill resulting from the purchase price allocation was assigned to the "IT Services" segment.
The analysis of the cash flows due to the acquisition of the company takes the following form:
Since full consolidation, the company has accounted for TEUR 3,350 of Group revenue and TEUR -122 net income for that period. Had the company been consolidated for the first time as of January 1, 2021, Group revenues would have changed by an additional TEUR 5,410 and net income by TEUR -188.
On November 1, 2021, a contract for the assignment of shares was signed pertaining to the acquisition of 100% of the shares of Enterprise Concept SRL located in Bucharest, Romania by S&T Romania SRL, Bucharest, Romania, a direct and indirect 100% subsidiary of S&T AG. Enterprise Concept SRL is a company in Romania that specialises in BPM and digital process automation (DPA). The acquisition is in line with S&T Romania SRL's development and diversification strategy and significantly strengthens its portfolio in this sector.
The purchase price consists of a fixed purchase price paid in cash of TEUR 2,500. The newly acquired company was included as one of S&T Group's consolidated companies starting November 1, 2021.
The assets and liabilities acquired were recognised at the following preliminary fair values upon the company's first consolidation in the Group's consolidated financial statements:
| Cash and cash equivalents | 68 |
|---|---|
| Property, plant and equipment and intangible assets | 1,138 |
| Other non-current assets | 32 |
| Inventories | 332 |
| Trade receivables and contract assets (nominal value TEUR 316) | 312 |
| Other current receivables and assets | 90 |
| Other non-current liabilities | -109 |
| Deferred tax liabilities | -155 |
| Trade payables and contract liabilities | -91 |
| Other current liabilities | -127 |
| Net assets at fair value | 1,490 |
| GOODWILL | IN TEUR |
|---|---|
| Consideration transferred | 2,500 |
| Net assets at fair value | -1,490 |
| Goodwill | 1,010 |
S&T Romania SRL has acquired the shares of Enterprise Concept SRL to expand its product portfolio with software-related services. The goodwill shown is attributable to synergies, because existing S&T Romania SRL customers can be offered additional services, and Enterprise Concept SRL customers can also be served more comprehensively. In addition, the employees have been transferred, bringing further competencies.
The goodwill resulting from the purchase price allocation was assigned to the "IT Services" segment.
The analysis of the cash flows due to the acquisition of the companies takes the following form:
| Cash flow from operating activities | -15 |
|---|---|
| Transaction costs from acquisition of the company | -15 |
| Cash flow from investing activities | -2,432 |
| Cash assumed through takeover of subsidiary | 68 |
| Purchase price paid in cash | -2,500 |
| NET FLOW OF CASH | IN TEUR |
Since full consolidation, the company has accounted for TEUR 309 of Group revenue and TEUR -33 net income for that period. Had the companies been consolidated for the first time as of January 1, 2021, Group revenues would have changed by an additional TEUR 2,005 and net income by TEUR -239.
Kontron Electronics GmbH, Frickenhausen, Germany, an indirect subsidiary of S&T AG, signed a notarised purchase agreement on November 18, 2021, as part of an asset deal with Ultraschalltechnik Halle GmbH, Halle (Saale), Germany, for the acquisition of a property with conveyance agreement and tangible and intangible assets. The exclusive fixed purchase price paid in cash is TEUR 1,750. The acquired assets represent a business combination in accordance with IFRS 3.
The assets acquired were recognised at the following preliminary fair values upon the company's first consolidation in the Group's consolidated financial statements:
| Property, plant and equipment and intangible assets | 921 |
|---|---|
| Inventories | 901 |
| Deferred tax liabilities | -96 |
| Net assets at fair value | 1,726 |
| GOODWILL | IN TEUR |
| Consideration transferred | 1,750 |
| Net assets at fair value | -1,726 |
Goodwill 24
Kontron Electronics GmbH has also taken over the corresponding employees with the acquisition of production facilities and customer relationships resulting from the insolvency of Ultraschalltechnik Halle GmbH. The goodwill shown is entirely attributable to these employees and their production expertise.
The analysis of the cash flows due to the acquisition of the companies takes the following form:
| NET FLOW OF CASH | IN TEUR |
|---|---|
| Purchase price paid in cash | -1,250 |
| Cash flow from investing activities | -1,250 |
| Transaction costs from acquisition of the company | -27 |
| Cash flow from operating activities | -27 |
The S&T Group deconsolidated the following companies in the financial year 2021:
Kontron (Beijing) Information and Communication Technology Co., Ltd., Beijing, China, was liquidated in December 2021. The deconsolidation income amounts to TEUR 13.
In December 2021, Kontron Europe GmbH, Ismaning, Germany, signed a contract for the sale of 100% of the shares in Kontron ECT design s.r.o., Pilsen, Czech Republic. The purchase price amounts to TEUR 220, the deconsolidation income from the disposal of Kontron ECT design s.r.o. amounts to TEUR -467.
In December 2021, RTSoft Project OOO, Moscow, Russia, signed a contract for the sale of 100% of the shares in SHS Centre OOO, Moscow, Russia. The purchase price amounts to approx. TEUR 4, the deconsolidation income from the disposal of SHS Centre OOO amounted to TEUR 54.
The deconsolidation resulted in a loss amounting to a total of TEUR 610, which is reported in other operating expenses.
The discontinued assets and liabilities as well as the deconsolidation income are as follows:
| NET ASSETS DISPOSED OF | IN TEUR |
|---|---|
| Cash and cash equivalents | 3,059 |
| Non-current assets | 600 |
| Trade receivables (nominal value TEUR 2,192) | 2,183 |
| Other current receivables and assets | 402 |
| Financing liabilities | -98 |
| Trade payables | -950 |
| Other current financial liabilities | -2,408 |
| Other current liabilities | -271 |
| Net assets disposed of at fair value | 2,517 |
| Income from sale of subsidiaries | -974 |
| Non-controlling interests in net assets disposed of | -933 |
| Result of deconsolidation (loss) | 610 |
| NET FLOW OF CASH | IN TEUR |
| Income from sale of subsidiaries | 974 |
| Disposal of cash and cash equivalents | -3,059 |
| Cash flow from investing activities | -2,085 |
In December 2021, Affair OOO, Moscow, Russia acquired 100% of the shares in RTSoft AO, Moscow, Russia, from RTSoft Project OOO, Moscow, Russia. As a result of this intra-group sale, S&T AG now indirectly holds 48% of RTSoft AO. Before the transaction, S&T AG held an indirect 35.76% stake in RTSoft AO. The acquisition of the shares with non-controlling interest resulting from the increase in shareholding amounts to TEUR 307.
On March 13, 2020, the Annual General Meeting of Kontron S&T AG, Augsburg, Germany, resolved to transfer minority shareholders' shares to S&T AG, Linz, Austria, in exchange for a cash settlement of EUR 5.68 per share. The resolution was entered in the commercial register on May 25, 2020. Shareholders lodged an appeal at the Munich I Regional Court against this resolution of the Annual General Meeting to determine an appropriate cash settlement. The parties involved agreed on an accord in July 2021 and determined that the cash settlement would be increased by an amount of EUR 1.12 to EUR 6.80 per share. The costs incurred from this settlement amounted to TEUR 2,774 in the financial year 2021 and were offset against the capital reserve.
As of the balance sheet date of December 31, 2021, the following companies were part of the S&T Group:
| COMPANY | HEADQUARTERS | DIRECT SHAREHOLDINGS |
SHAREHOLDINGS PREVIOUS YEAR |
FUNCTIONAL CURRENCY |
|---|---|---|---|---|
| S&T AG | Linz, AT | Parent company | Parent company | EUR |
| S&T Austria GmbH1) | Vienna, AT | 100% | - | EUR |
| S&T Deutschland GmbH | Mendig, DE | 100% | 100% | EUR |
| XTRO AG | Ismaning, DE | - | 100% | EUR |
| Axino Solutions GmbH | Aachen, DE | 100% | - | EUR |
| Kontron AIS GmbH | Dresden, DE | 100% | 100% | EUR |
| CITYCOMP Service GmbH | Ostfildern, DE | 100% | 55.5% | EUR |
| CITYCOMP Service AG | Aarburg, CH | - | 100% | CHF |
| PSB IT-Service GmbH | Ober-Mörlen, DE | 100% | - | EUR |
| Kontron Technologies GmbH | Linz, AT | 100% | 100% | EUR |
| SecureGUARD GmbH | Linz, AT | 69% | 69% | EUR |
| computer betting company gmbh | Linz, AT | 100% | 100% | EUR |
| S&T Romania SRL | Bukarest, RO | 100% | 100% | RON |
| Enterprise Concept SRL | Bukarest, RO | 100% | - | RON |
| S&T Slovakia s.r.o. | Bratislava, SK | 100% | 100% | EUR |
| S&T CEE Holding s.r.o. | Bratislava, SK | 100% | 100% | EUR |
| S&T Plus s.r.o. | Prague, CZ | 100% | 100% | CZK |
| S&T CZ s.r.o. | Prague, CZ | 100% | 100% | CZK |
| S&T Services Polska Sp.z.o.o. | Warsaw, PL | 100% | 100% | PLN |
| S&T Crna Gora d.o.o | Podgorica, ME | 100% | 100% | EUR |
| S&T BA d.o.o | Sarajevo, BA | - | 100% | BAM |
| S&T Slovenija d.d. | Ljubljana, SI | 100% | 100% | EUR |
| S&T Hrvatska d.o.o. | Zagreb, HR | 100% | 100% | HRK |
| S&T Macedonia d.o.o.e.l. | Skopje, MK | 100% | 100% | EUR |
| S&T Bulgaria EOOD | Sofia, BG | 100% | 100% | BGN |
| S&T Poland Sp.z.o.o. | Warsaw, PL | 100% | 100% | PLN |
| S&T Services Bel LCC | Minsk, BYN | 100% | 100% | BYR |
| S&T Consulting Hungary Kft. | Budaörs, HU | 100% | 100% | HUF |
| S&T Services Kft | Budaörs, HU | 100% | 100% | HUF |
| S&T Albania Sh.p.k. | Tirana, AL | 100% | 100% | ALL |
| COMPANY | HEADQUARTERS | DIRECT SHAREHOLDINGS |
SHAREHOLDINGS PREVIOUS YEAR |
FUNCTIONAL CURRENCY |
|---|---|---|---|---|
| S&T Serbia d.o.o. | Belgrade, RS | 100% | 100% | RSD |
| S&T Mold srl. | Chisinau, MD | 51% | 51% | MDL |
| S&T IT Technology SRL | Chisinau, MD | 100% | 100% | MDL |
| S&T IT Services S.R.L. | Chisinau, MD | - | 51% | MDL |
| S&T Smart Energy GmbH | Linz, AT | - | 100% | EUR |
| Affair OOO2) | Moscow, RU | 48% | 48% | RUB |
| RTSoft AO | Moscow, RU | 100% | 100% | RUB |
| RTSoft Training Center | Moscow, RU | 100% | 100% | RUB |
| Interactive Energy Lab OOO | Moscow, RU | 100% | - | RUB |
| RTSoft Project OOO | Moscow, RU | 74.50% | 74.50% | RUB |
| Software Development Center RTSoft OOO | Moscow, RU | 100% | 100% | RUB |
| RTSoft GmbH | Ismaning, DE | 100% | 100% | EUR |
| SHS Centre OOO | Moscow, RU | - | 100% | RUB |
| RTSoft-ES OOO | Moscow, RU | 100% | 100% | RUB |
| RTSoft Smart Grid OOO | Moscow, RU | 99% | 99% | RUB |
| S&T MEDTECH SRL | Bukarest, RO | 100% | 100% | RON |
| Amanox Solutions AG | Berne, CH | 100% | 100% | CHF |
| Kontron Austria GmbH | Engerwitzdorf, AT | 100% | 100% | EUR |
| Kontron Electronics AG | Rotkreuz, CH | 100% | 100% | CHF |
| hamcos IT Service GmbH3) | Hohentengen, DE | 49% | 49% | EUR |
| Kontron Beteiligungs GmbH | Ismaning, DE | 100% | 100% | EUR |
| Kontron Europe GmbH | Ismaning, DE | 100% | 100% | EUR |
| Kontron Modular Computers S.A.S. | Toulon, FR | 100% | 100% | EUR |
| Kontron UK Ltd. | Chichester, GB | 100% | 100% | GBP |
| Kontron ECT design s.r.o. | Pilsen, CZ | - | 100% | CZK |
| Kontron Ukraine OOO | Kiev, UA | - | 100% | UAH |
| Kontron Electronics GmbH | Frickenhausen, DE | 100% | 100% | EUR |
| Kontron Electronics Kft. | Kapoly, HU | 100% | 100% | HUF |
| Kontron America Inc. | San Diego, US | 100% | 100% | USD |
| Kontron Canada Inc. | Boisbriand, CA | 100% | 100% | USD |
| COMPANY | HEADQUARTERS | DIRECT SHAREHOLDINGS |
SHAREHOLDINGS PREVIOUS YEAR |
FUNCTIONAL CURRENCY |
|---|---|---|---|---|
| Kontron Asia Pacific Design Sdn. Bhd. | Penang, MY | 100% | 100% | MYR |
| Kontron Technology Beijing Co. Ltd. | Beijing, CN | 100% | 100% | RMB |
| Kontron Hongkong Technology Co. Ltd. | HongKong, CN | 100% | 100% | RMB |
| Kontron (Beijing) Information and Communication Technology Co., Ltd |
Beijing, CN | - | 100% | RMB |
| Kontron Asia Inc. | Taipeh, TW | 100% | 100% | TWD |
| Kontron Asia Technology Inc. | Taipeh, TW | 100% | 100% | TWD |
| Quanmax Malaysia Sdn. Bhd | Penang, MY | 100% | 100% | MYR |
| Kontron Transportation Taiwan Co., Ltd | Taipeh, TW | 100% | 100% | TWD |
| Kontron Transportation GmbH | Vienna, AT | 100% | 100% | EUR |
| Kontron Transportation Sp. z o.o. | Warsaw, PL | 100% | 100% | PLN |
| Kontron Transportation España SL | Madrid, ES | 100% | 100% | EUR |
| Kontron Transportation Portugal, Unipessoal LDA |
Lisbon, PT | 100% | 100% | EUR |
| Kontron Transportation s.r.o. | Prague, CZ | 100% | 100% | CZK |
| Kapsch TrafficCom Construction & Realization spol. s.r.o. |
Prague, CZ | - | 100% | CZK |
| Kontron Transportation Hungary Kft. | Budapest, HU | 100% | 100% | HUF |
| Kontron Transportation Saudi for Construction LLC |
Riad, SA | 100% | 100% | SAR |
| Kontron Transportation Deutschland GmbH | Frankfurt, DE | 100% | 100% | EUR |
| Kontron Transportation France S.A.S. | Paris, FR | 100% | 100% | EUR |
| Kontron Transportation UK Ltd. | Harrow, GB | 100% | 100% | GBP |
| Kontron Public Transportation NV | Diegem, BE | 100% | 100% | EUR |
| FinTel Holding d.o.o. & co k.d., holdinška družba | Kranj, SI | 100% | 100% | EUR |
| FinTel holding d.o.o. | Kranj, SI | 100% | 100% | EUR |
| Iskratel d.o.o. | Kranj, SI | 100% | 100% | EUR |
| BeeIN d.o.o. | Kranj, SI | 75% | 100% | EUR |
| ITS Skopje | Skopje, MK | 100% | 100% | MKD |
| ITS Softver d.o.o. | Skopje, MK | 100% | 100% | MKD |
| IskraCom | Almaty, KZ | 100% | 100% | KZT |
| OOO Iskratel Tashkent | Tashkent, UZ | 76% | 76% | UZS |
| COMPANY | HEADQUARTERS | DIRECT SHAREHOLDINGS |
SHAREHOLDINGS PREVIOUS YEAR |
FUNCTIONAL CURRENCY |
|---|---|---|---|---|
| AO IskraUralTel Yekaterinburg4) | Yekaterinburg, RU | 48.40% | 48.40% | RUB |
| Iskratel Ukraine LTD | Kiev, UA | 100% | 100% | UAH |
1) Company name entered in the company register on January 6, 2022
Following the completion of the squeeze-out process for the acquisition of the outstanding shares in Kontron S&T AG, Augsburg, Germany, the shareholdings were restructured. As a consequence, the shares in Kontron Europe GmbH, Ismaning, Germany, previously held by Kontron S&T AG were transferred to the newly founded Kontron Beteiligungs GmbH, Augsburg, Germany.
The following companies were merged in the financial year 2020:
In financial year 2020, the S&T Group acquired shares in the following companies through business combinations. These companies are to be fully consolidated:
As of December 31, 2020, the purchase price allocation was finalised in connection with the acquisition of shares in Cronus eBusiness SRL, Bucharest, Romania.
The assets and liabilities acquired were recognised at the following fair values upon the company's first consolidation in the Group's consolidated financial statement:
| NET ASSETS ACQUIRED | IN TEUR |
|---|---|
| Cash and cash equivalents | 849 |
|---|---|
| Property, plant and equipment and intangible assets | 127 |
| Deferred tax assets | 48 |
| Inventories | 14 |
| Trade receivables and contract assets (nominal value TEUR 1.873) | 1,437 |
| Other current receivables and assets | 106 |
| Other non-current liabilities | -61 |
| Deferred tax liabilities | -9 |
| Trade payables and contract liabilities | -1,253 |
| Other current liabilities | -60 |
| Net assets at fair value | 1,198 |
| GOODWILL | IN TEUR |
| -1,198 |
|---|
| 1,673 |
The goodwill resulting from the purchase price allocation was assigned to the "IT Services" segment.
The analysis of the cash flows arising from the acquisition of the companies took the following form:
| Cash flow from investing activities | -651 |
|---|---|
| Cash assumed through takeover of subsidiary including current account liabilities | 849 |
| Purchase price paid in cash | -1,500 |
| NET FLOW OF CASH | IN TEUR |
Immediately following its acquisition, the company was merged into S&T Romania SRL, Bucharest, Romania.
As of December 31, 2020, the purchase price allocations in connection with the acquisition of shares in the following companies were recorded with preliminary fair values:
The calculation of the fair values was finalised within twelve months from the date of acquisition and is as follows:
| NET ASSETS ACQUIRED | IN TEUR |
|---|---|
| Cash and cash equivalents | 15,198 |
| Property, plant and equipment and intangible assets | 53,600 |
| Other non-current assets | 1,889 |
| Deferred tax assets | 4,372 |
| Inventories | 21,648 |
| Trade receivables and contract assets (nominal value TEUR 30,740) | 29,150 |
| Other current receivables and assets | 9,708 |
| Non-current financing liabilities | -18,135 |
| Other non-current liabilities | -2,666 |
| Deferred tax liabilities | -5,988 |
| Non-current and current provisions | -4,225 |
| Current financing liabilities | -2,228 |
| Trade payables and contract liabilities | -17,255 |
| Other current liabilities | -10,379 |
| Net assets at fair value | 74,689 |
| Consideration transferred | 79,147 |
|---|---|
| Non-controlling interests measured at proportionate net assets | 1,123 |
| Net assets at fair value | -74,689 |
| Goodwill | 5,581 |
Final calculation of the acquired assets and liabilities at fair values and the resulting goodwill did not result in any change compared to the preliminary recognition as of December 31, 2020.
The goodwill resulting from the purchase price allocations in the amount of TEUR 6,474 was allocated to the "IT Services" segment, in the amount of TEUR 947 to the "IoT Solutions Europe" segment, and the badwill of TEUR -1,839 resulting from the acquisition of the Iskratel Group was reported in other income.
The analysis of the cash flow arising from business combinations was as follows:
| NET FLOW OF CASH | IN TEUR |
|---|---|
| Purchase price paid in cash | -44,757 |
| Cash assumed through takeover of subsidiaries including current account liabilities | 13,696 |
| Cash flow from investing activities | -31,061 |
| Transaction costs from acquisition of companies | -415 |
| Cash flow from operating activities | -415 |
Since full consolidation, the companies have accounted for TEUR 52,290 in Group revenue and TEUR 3,897 net income for that period in financial year 2020. Had the companies been consolidated for the first time as of January 1, 2020, Group revenues would have changed by TEUR 76,486 and net income by TEUR -6.433.
The S&T Group deconsolidated the following companies in the financial year 2020:
In some cases, the deconsolidated companies have not carried out any operating activities for several reporting periods. The result from deconsolidation amounts to TEUR -52 and is reported in other operating expenses.
The net assets disposes as well as the result of deconsolidation was as follows:
| NET ASSETS DISPOSES OF | IN TEUR |
|---|---|
| Cash and cash equivalents | 1 |
| Non-current assets | 34 |
| Other receivables and assets | 10 |
| Net assets disposed of at fair value | 45 |
| Non-controlling interests in net assets disposed of | 7 |
| Income from sale of subsidiaries | 0 |
| Result of deconsolidation (loss) | 52 |
| NET FLOW OF CASH | IN TEUR |
| Income from sale of subsidiaries | 0 |
Disposal of cash and cash equivalents -1
Cash flow from investing activities -1
In several purchasing transactions conducted in financial year 2020, S&T AG acquired non-controlling interests in the following companies:
| COMPANY | SHARE PRIOR TO PURCHASE |
PURCHASE | CONSIDERATION IN TEUR |
SHAREHOLDINGS AFTER PURCHASE |
|---|---|---|---|---|
| Kontron S&T AG, Germany | 95.90% | 4.10% | 8,478 | 100.00% |
| S&T SME Distribution GmbH, Austria |
51.00% | 49.00% | 125 | 100.00% |
| AO IskraUralTel Yekaterinburg, Russia |
48.40% | 51.60% | 900 | 100.00% |
On the basis of the resolution passed at the extraordinary Annual General Meeting of Kontron S&T AG, Augsburg, Germany, on March 13, 2020 relating to transfer of the shares of minority shareholders to S&T AG, Linz, Austria, S&T AG acquired all shares held by minority shareholders against payment of cash compensation of EUR 5.68 per no-par value bearer share of Kontron S&T AG. The transfer resolution was entered in the trade register of Kontron S&T on 25 May, 2020. The acquisition costs of the purchased stock amounted to EUR 8.5 million.
In financial year 2020, an agreement was concluded with the minority shareholder of S&T SME Distribution GmbH, Austria, to assign the 49% stake to S&T AG. The cost of purchasing the shares was TEUR 125.
In the course of the acquisition of the Iskratel Group, S&T AG directly acquired 48.4% of the shares in the AO IskraUralTel Yekaterinburg, Russia. In addition, an option agreement for a further 3% of the shares existed at the time of acquisition. In October 2020, S&T AG concluded an option agreement to acquire all outstanding shares in AO IskraUralTel Yekaterinburg. As a consequence, Iskratel d.o.o., which belongs to the S&T Group, has a call option for the remaining shares. At the same time, shareholders of IskraUralTel can tender their shares at any time without any dominant influence to Iskratel d.o.o. In accordance with the S&T Group's consolidation methods described above, the callable equity shares included in the mutual option agreements were recognised as an early acquisition of non-controlling interests. The consideration for the option right that can be exercised at any time with a term until December 31, 2023 is TEUR 900.
The acquisitions of the non-controlling interests were as follows:
| Settlement with capital reserves | 5,329 |
|---|---|
| Non-controlling interests acquired | -4,175 |
| Consideration transferred | 9,504 |
| IN TEUR |
B.
The consolidated financial statements are prepared in euro, which is the functional currency of the parent company. Each subsidiary determines its functional currency, which is the currency of the primary economic environment. The financial statements of the foreign subsidiaries are subsequently converted according to the functional currency concept using the modified closing rate method in accordance with IAS 21.
Expenses and income are converted into the presentation currency of the consolidated financial statements at average exchange rates, while assets and liabilities are converted at closing rates. Foreign exchange gains and losses not yet realised on the balance sheet date are recognised in profit or loss for the period. The equity of the subsidiaries is converted at historical exchange rates, whereby changes in exchange rates are offset against equity without affecting profit or loss and are shown separately in the consolidated statement of changes in consolidated equity.
Compared to the previous year, the exchange rates of the most important currencies for the S&T Group changed as follows:
| CURRENCY 1 EURO = |
2021 AVERAGE Y-T-D RATE |
2021 CLOSING RATE |
2020 AVERAGE Y-T-D RATE |
2020 CLOSING RATE |
|---|---|---|---|---|
| ALL | 122.46546 | 120.82491 | 123.77646 | 123.60773 |
| BGL | 1.95583 | 1.95583 | 1.95583 | 1.95583 |
| BYN | 3.00371 | 2.89671 | 2.78919 | 3.18793 |
| CAD | 1.48257 | 1.43930 | 1.52999 | 1.56330 |
| CHF | 1.08115 | 1.03310 | 1.07052 | 1.08020 |
| CNY | 7.62823 | 7.19470 | 7.87470 | 8.02250 |
| CZK | 25.64049 | 24.85800 | 26.45508 | 26.24200 |
| DZD | 159.65119 | 157.62916 | 144.77134 | 162.04447 |
| GBP | 0.85960 | 0.84028 | 0.88970 | 0.89903 |
| HRK | 7.52841 | 7.51560 | 7.53838 | 7.55190 |
| HUF | 358.51612 | 369.19000 | 351.24938 | 363.89000 |
| KZT | 504.74528 | 494.45462 | 492.78780 | 516.52882 |
| MDL | 20.90006 | 20.16026 | 19.71987 | 21.03685 |
| MKD | 61.59915 | 61.74426 | 61.64207 | 61.59470 |
| MYR | 4.90151 | 4.71840 | 4.79590 | 4.93400 |
| PLN | 4.56518 | 4.59690 | 4.44305 | 4.55970 |
| CURRENCY 1 EURO = |
2021 AVERAGE Y-T-D RATE |
2021 CLOSING RATE |
2020 AVERAGE Y-T-D RATE |
2020 CLOSING RATE |
|---|---|---|---|---|
| RON | 4.92148 | 4.94900 | 4.83828 | 4.86830 |
| RUB | 87.15272 | 85.30040 | 82.72480 | 91.46710 |
| SAR | 4.43703 | 4.25393 | 4.28442 | 4.60172 |
| TWD | 33.04654 | 31.43593 | 33.59724 | 34.44889 |
| UAH | 32.30321 | 30.98919 | 32.59466 | 34.73979 |
| USD | 1.18274 | 1.13260 | 1.14220 | 1.22710 |
| UZS | 12,552.58783 | 12,276.04410 | 12,073.68474 | 12,824.71455 |
| RSD | 117.57432 | 117.58108 | 117.59053 | 117.55960 |
Foreign currency transactions are converted into the functional currency at the spot rate applicable at the time the transaction is first recognised. Monetary assets and liabilities denominated in a foreign currency are converted into the functional currency at each reporting date using the closing spot rate. Differences arising from the settlement or conversion of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical acquistion costs in a foreign currency are converted at the exchange rate at the date of the transaction.
The preparation of the consolidated financial statements requires estimates, discretionary decisions and assumptions to be made for certain items that affect the reported amounts of assets, liabilities, income and expenses. All estimates are reassessed on an ongoing basis and are based on historical experience and expectations with regard to future events. As a result of the uncertainty associated with these assumptions and estimates, actual results in future periods may result in adjustments to the assets and liabilities affected.
The main areas in which discretionary decisions, assumptions and estimates are applied include the reporting of acquisitions, the subsequent reporting of goodwill and other intangible assets, the recognition of deferred taxes on tax loss carryforwards, the measurement of inventories and trade receivables, the measurement of provisions, the reporting of leases and the assessment of legal risks as well as the recognition of revenues from contracts with customers. As far as the assumptions made are concerned, we refer to the explanations on the individual items.
For purchase price allocations in the context of company acquisitions, assumptions are made about the existence and valuation of acquired assets (primarily intangible assets), liabilities and contingent liabilities. When determining the fair values in the course of the purchase price allocation, assumptions are made, primarily about the expected cash flows and the discount rate. Other significant assumptions are the fair value determinations of contingent consideration and put options over non-controlling interests (details on the business combinations can be found in section A under "Changes in the group of consolidated companies").
In the case of individual transactions in which the S&T Group acquires less than 50% of the shares in other companies, management must assess whether these companies are nevertheless directly or indirectly controlled by S&T AG. If control is confirmed, these companies shall be included in the consolidated financial statements by fully consolidating them and – insofar as a business operation is involved – shall be initially consolidated in accordance with the purchase method of IFRS 3. In making this assessment, management must in particular make estimates and assumptions about S&T's ability to determine the relevant activities of the companies concerned in order to influence the variable returns from them. This includes a consideration of the nature and purpose of the respective company, an analysis of the governance structure and the identification of other opportunities for S&T to exert influence on these companies apart from a majority of voting rights.
Goodwill is tested for impairment as part of the annual impairment test. For the purpose of this impairment test, goodwill is measured at the level of cash-generating units on the basis of medium-term corporate planning at market- and company-specific discount rates, as well as expected growth rates and exchange rates (for details of the goodwill impairment tests, see section D, note (12)).
Development costs are capitalised as per the accounting principles and valuation methods presented above. Initial capitalisation of costs is based on management's judgment that technological and economical feasibility is confirmed. For the purpose of determining the amounts to be capitalised, management makes assumptions about the amount of the expected future cash flows from the project, the discount rates to be applied and the period of inflow of the expected future benefits (for details on capitalised development costs, see section D, note (12)).
Deferred tax assets are recognised for unused tax loss carryforwards to the extent that it is probable that taxable income will be available for this purpose so that the loss carryforwards can actually be utilised. Assessment of the timing and amount of future taxable income as well as the future tax planning strategy plays an essential role in determining the amount of capitalisable tax assets. If an existing loss carryforward is not expected to be utilised within a reasonable period of five years on the basis of these future projections, this loss carryforward will not be capitalised (see details of deferred tax assets in section D, note (16)).
A standardised evaluation of slow-moving inventory was implemented to take the obsolescence risk into account. In the case of finished products, a systematic review is also carried out with a view to loss-free valuation, which is essentially influenced by sales price expectations, currency developments, the time of sale and the costs still to be expected (see details on inventory valuation in section D, note (17)).
The Group uses an impairment matrix to measure expected credit losses on trade receivables and contract assets. The provision ratios are determined on the basis of the overdue period for various receivables portfolios.
The impairment matrix is based on the Group's historical default rates adjusted for forward-looking information. The historical default rates are updated at each reporting date. The assessment of the relationship between historical default rates and expected credit defaults is a significant estimate. The Group's historical defaults and future estimate may not be representative of actual customer defaults in the future.
The expense from defined benefit pension commitments, severance payments and anniversary bonuses as well as the present value of these obligations are determined on the basis of actuarial valuations. These valuations are based on various assumptions such as discount rates, future wage and salary increases, pension increases and mortality tables, which may differ from actual developments in the future (see details on provisions for pension obligations and severance payments in section D, note (26)).
As an internationally operating group, the S&T Group is exposed to a variety of legal risks arising from product liability, competition law, patent law, tax law and other laws as well as contractual obligations. Sufficient provisions have been made in the consolidated financial statements for existing risks. However, no assurance can be given that ongoing proceedings and court decisions will not result in expenses exceeding the provisions made.
IFRS 16 requires estimates that affect the measurement of lease liabilities and rights of use. These include, among other things, the provisions of contracts that fall under IFRS 16, the contract maturities and the incremental borrowing rate used to discount the future payment obligations. The incremental borrowing rate is derived from the risk-free interest rate of the underlying maturity, adjusted for country, currency and company risk.
No significant changes in estimates were made in the financial year 2021.
The group sells consulting, installation and repair services. These services are rendered on a time or material basis and are recognised as revenue according to the time spent or upon acceptance of the service by the customer.
Revenue is recognised over time in cases where
If services are provided under a fixed-price contract, whereby the contract duration is usually less than one year, revenue is recognised over time according to the stage of completion. In the case of temporary contracts, the degree of completion is determined on the basis of the hours worked to date in relation to the planned total hours. For material contracts, the degree of completion is determined on the basis of the costs incurred to date in relation to the planned total costs.
If circumstances arise that change the original estimates of revenues, costs or completion degree, these estimates shall be adjusted. These adjustments may result in an increase or decrease in the revenues recorded so far and are shown in the results of the period in which management has become aware of these circumstances.
If the result from a customer contract cannot be reliably determined, contract revenues will only be realised in the amount of the costs incurred. If total contract costs are likely to exceed the total contract revenues, the expected loss is recognised immediately as an expense.
Revenue from the sale of goods and products is recognised when the customer has acquired control of the goods and products sold. This occurs when the goods and products are dispatched, taking into account the Incoterms agreed with the customer in each case. Price discounts and volume rebates represent variable remuneration that is estimated when the contract is concluded and adjusted accordingly in the revenue, so that no significant reversals are highly likely to occur in later periods once the uncertainty associated with the variable remuneration no longer exists.
Contracts that include the delivery or provision of several separable products or services must be separated into individual components, with a separate revenue contribution determined for each component. In the S&T Group, this can relate in particular to the combination of hardware installations combined with service business or product deliveries with extended warranty or maintenance services. The price for the entire multi-component transaction is allocated to the individual components on the proportionate individual selling prices basis and revenue is recognised separately for each component.
When more than one party is involved in providing goods or services to a customer, an entity must distinguish whether it is acting as a principal and consequently recognises revenues on a gross basis, or as an agent with revenues recognised at the net amount. An entity acts as a principal when it has control over a promised product or service before transferring it to the customer. In the S&T Group, this distinction is particularly relevant when selling hardware and software from third parties, since S&T has no control over the products delivered to the customer in individual cases. For further information, see the explanations on the Group's performance obligations in section C, note (1).
Government grants related to non-current assets are deducted from the carrying amount of the asset in accordance with the option in IAS 20. The grants are essentially research and development grants.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the acquisition or production cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
According to IFRS 2, a distinction is made in share-based payment between cash-settled and equity-settled transactions. For both instruments, the fair value is determined at the grant date. This fair value is then allocated as a personnel expense over the period during which the beneficiaries acquire an unconditional entitlement to the instruments.
The current remuneration programs of S&T AG provide for the option to deliver shares to the beneficiaries against payment of the exercise price or to offer a cash settlement, whereby the option lies solely with S&T AG. As settlement in shares is intended and S&T AG also has sufficient conditional capital, the commitment must be recognised as an equity-settled transaction. The expenses resulting from the granting of equity instruments and the corresponding increase in equity are recognised for the stock option programs 2018 as well as the 2018 (Tranche 2019) over the period in which the vesting conditions must be satisfied (so-called vesting period). This period ends on the day of the first exercise, i.e. the date on which the employee concerned becomes irrevocably entitled to subscribe. The expenses for the warrants issued in the previous year were largely recognised in the financial year 2020. The remaining expenses relate to a single eligible person and are recorded over the vesting period.
The fair values were determined using appropriate option pricing models. The stock options measured at fair value were recognised in personnel expenses and equity.
A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments recognised as financial assets or financial liabilities are generally reported separately.
Financial instruments are initially recognised at fair value. For subsequent measurement, the financial instruments are assigned to one of the measurement categories listed in IFRS 9:
In the case of financial assets classified as equity instruments, there is an option to measure them at fair value through other comprehensive income (without recycling).
Financial assets include, in particular, trade receivables, cash at banks, cash in hand, derivative financial assets and marketable securities and similar funds and financial investments. The classification of financial instruments is based on the business model in which the instruments are held and the composition of the contractual cash flows.
Financial assets measured at amortised costs are non-derivative financial assets with contractual payments consisting exclusively of interest payments and repayments on the outstanding nominal amount and which are held with the aim of collecting the contractually agreed cash flows, such as trade receivables, finance lease receivables or cash and cash equivalents ("Hold to collect" business model).
After initial measurement, such financial assets are subsequently measured at amortised costs using the effective interest rate, less impairment for expected loss. Profits and losses are recognised in net income or loss for the period when the asset is derecognised, modified or impaired. The interest effects from the application of the effective interest method and effects from currency conversion are also recognised in profit or loss.
Financial assets that are measured at fair value through other comprehensive income (with recycling) are non-derivative financial assets with contractual payments that consist exclusively of interest and repayments on the outstanding nominal amount and that are held with the aim of both collecting the contractually agreed cash flows and making sales ("Hold to collect and sell" business model). For financial instruments that are measured at fair value through other comprehensive income (with recycling), interest income, revaluations of foreign exchange gains and losses as well as impairment losses or value recovery are recognised as profit or loss and calculated in the same way as for financial assets measured at amortised costs. The remaining changes in fair value are recognised in other comprehensive income. On derecognition, the cumulative profit or loss from changes in fair value recognised in other comprehensive income is reclassified to profit or loss.
On initial recognition, the Group may irrevocably elect to classify its equity instruments as equity instruments measured at fair value through other comprehensive income if they meet the definition of equity in IAS 32 (Financial Instruments: Presentation) and are not held for trading. The classification is done individually for each instrument.
Profits and losses on these financial assets are never reclassified to the income statement. Dividends are recognised in the income statement as other income if the legal entitlement to payment exists, unless the dividends recover part of the acquisition costs of the financial asset. In this case, the gains are recognised in other comprehensive income. Equity instruments measured at fair value through other comprehensive income are not tested for impairment.
The Group has elected to classify its equity instruments in this category.
The group of financial assets at fair value through profit or loss includes financial assets designated upon initial recognition as at fair value through profit or loss or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they have been acquired for sale or repurchase in the short term.
Financial assets measured at fair value through profit or loss are recognised in the balance sheet at fair value, with changes in fair value recognised net in the income statement.
.
The Group recognises an allowance for expected credit losses on all financial instruments that are not measured at fair value through profit or loss. Expected credit losses are based on the difference between the contractual cash flows to be paid under the contract and the total cash flows the Group expects to receive, discounted at an approximation of the original effective interest rate.
Expected credit losses are recognised in two steps. For financial instruments whose default risk has not increased significantly since initial recognition, a risk provision is recognised in the amount of the expected credit losses based on a default event within the next twelve months (12-month ECL). For financial instruments whose default risk has increased significantly since initial recognition, a risk provision must be recognised in the amount of the expected credit losses over the entire remaining term of the respective instrument, regardless of when the default event occurs (lifetime ECL).
For trade receivables, finance lease receivables and contract assets from customer contracts, S&T applies a simplified method to calculate expected credit losses in the form of a lifetime ECL using an impairment matrix. Therefore, S&T does not track changes in credit risk in these financial instruments but instead recognises a provision for risk on the basis of the lifetime ECL at each reporting date.
The provision ratios are determined on the basis of the overdue period in days. The calculation includes the probability-weighted income, taking into account the interest effect as well as appropriate and reliable information on past events, current circumstances and expected future economic conditions available at the balance sheet date.
Impairment losses are reversed through profit or loss when the reason for impairment ceases to exist or there is an improvement.
A contractual asset, or part of a financial asset, is derecognised when the contractual rights to receive cash flows from the financial asset have expired or the contractual rights to receive cash flows from the financial asset have been transferred to third parties.
When the Group transfers its contractual rights to receive cash flows from the asset, it assesses whether and to what extent it retains the risks and rewards of ownership.
All financial liabilities are initially measured at fair value, less directly attributable transaction costs in the case of loans and liabilities.
The Group's financial liabilities include, in particular, trade payables and other liabilities, loans and overdrafts as well as finance lease liabilities.
After initial recognition, financial liabilities are measured at amortised costs using the effective interest method.
Liabilities to banks and trade payables are the most significant items in the consolidated financial statements.
A financial liability shall be derecognised when its underlying obligation has been fulfilled, terminated or ceased to exist. Where an existing financial liability is replaced by another financial liability of the same lender under substantially different terms or where the terms of an existing liability are materially modified, such a replacement or modification is treated as derecognition of the original liability and the recognition of a new liability. The difference between the respective carrying amounts is recognised in profit or loss.
Property, plant and equipment are valued at acquisition costs less accumulated scheduled straight-line depreciation and impairment losses. Acquisition costs include the purchase price, incidental costs less rebates, bonuses and discounts as well as capitalised borrowing costs. If the acquisition costs of certain items of a property, plant and equipment are material in relation to the total acquisition costs, then these components are recognised and depreciated individually.
Scheduled depreciation is based on the following useful lives:
| USEFUL LIFE | YEARS |
|---|---|
| Buildings and leasehold improvement | 4 – 40 |
| Machinery and mechanical equipment | 3 – 10 |
| Operating and business equipment | 3 – 10 |
| Vehicle fleet | 3 – 6 |
| EDP equipment | 3 – 5 |
The residual values, useful lives and depreciation methods are reviewed at the end of each financial year and adjusted prospectively if necessary.
In the case of asset disposals, the difference between the carrying amounts and the net disposal proceeds is recognised in profit or loss under other income (disposal proceeds higher than carrying amount) or under other operating expenses (disposal proceeds lower than carrying amount).
Intangible assets acquired for consideration are recognised at acquisition cost, taking into account ancillary costs and cost reductions, and amortised on a straight-line basis over their economic useful lives.
Scheduled amortisation is based on the following useful lives:
| USEFUL LIFE | YEARS |
|---|---|
| Software, licensing and trademark rights | 2 – 10 |
| Development costs and technology | 3 – 10 |
| Customer relations | 3 – 5 |
Research costs are recognised as expenses in the period in which they are incurred. Development costs of a project are capitalised as an intangible asset only if the Group can demonstrate both the technical feasibility of completing the intangible asset allowing internal use or sale and the intention to complete the intangible asset and use or sell it. The Group must also demonstrate the generation of future economic benefits from the asset, the availability of resources to complete the asset and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Development costs are measured after initial recognition using the cost model, i.e. at acquisition cost less accumulated amortisation and accumulated impairment losses. Amortisation begins when the
development phase is completed and from the time when the asset can be used. Amortisation is recognised over the period over which future benefits are to be expected. An impairment test is carried out annually during the development phase.
Capitalised development costs include all direct costs and overheads directly attributable to the development process. As part of the purchase price allocation, intangible assets are capitalised for the acquisitions, provided that the requirements for recognition in the balance sheet in accordance with IFRS 3 combined with IAS 38 are met.
Residual carrying amounts, useful lives and depreciation methods are reviewed at the end of each financial year and adjusted prospectively if necessary.
Goodwill is not subject to scheduled amortisation, but is tested for possible impairment at least once a year as at December 31. The carrying amount of the respective cash-generating unit (CGU) or group of CGUs to which goodwill is allocated is compared with its recoverable amount. The recoverable amount is the higher of the two amounts of an asset's net selling price and its value in use. The value in use is determined from the discounted cash flows based on the financial plans approved by management. These cover a period of four years. Cash flows accruing after a period of four years are extrapolated using a growth rate of 1.0% (PY: 1.0%). The planning takes into account past experience as well as the management's current assessments of future market developments. The projected cash flows of cash-generating units are discounted using the weighted average cost of capital (WACC) before tax. If the recoverable amount is less than the carrying amount of the CGU, goodwill allocated to the CGU is initially impaired. In the event of an impairment exceeding the goodwill, there will be an amortisation of the remaining assets of the CGU in proportion to their carrying amounts, but not below their respective recoverable amounts. In addition, an impairment test is also carried out during the year if there is an indication of impairment.
Property, plant and equipment and intangible assets are regularly reviewed for indications of impairment.
If there are indications of impairment, an impairment test is carried out and, if necessary, an impairment loss is recognised to the recoverable amount. The recoverable amount is the higher of the two amounts of an asset's net selling price and its value in use. The value in use is the present value of the estimated future cash flows expected from the continued use of an asset and the disposal at the end of its useful life.
For assets other than goodwill, an assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If any such indication exists, the Group makes an estimate of the asset's recoverable amount. A previously recognised impairment loss is only reversed if there has been a change in the assumptions used in determining the recoverable amount since the last impairment loss was recognised. The value recovery is limited to the extent that the carrying amount of an asset does not exceed its recoverable amount or the carrying amount that would have been determined, net of depreciation and amortisation, had no impairment loss been recognised for the asset in previous years.
Inventories are recognised at acquisition and production cost or the net selling value, whichever is lower. Production costs comprise direct costs, production and material overhead, including depreciation. Fixed overheads are taken into account based on the normal utilisation of the production facilities. Write-offs on inventories are made if the acquisition or production costs are higher than the expected net sales proceeds.
In return for the transfer of promised goods and services, payments are made by the customer as remuneration. A contract asset represents the contingent right to consideration in exchange for complete fulfilment of the contractual services. When the right to receive the consideration becomes unconditional, a receivable is recognised accordingly. The contractual liability relates to payments received in advance, i.e. before the contractual services have been performed. Contractual liabilities are recognised as revenues as soon as the contractual services have been rendered.
The balance sheet item "Cash and cash equivalents" includes cash in hand, bank balances and short-term deposits with an original term of less than three months. For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the cash and cash equivalents defined above less cash and cash equivalents with disposal restrictions and current account liabilities.
Income taxes include the current taxes levied in the individual countries on the taxable profit as well as the change in deferred taxes recognised in profit or loss.
Current income taxes are recognised in the amount expected to be payable based on the statutory provisions enacted or subsequently enacted by the balance sheet date. Tax receivables are offset with tax liabilities if they are due from the same tax authority and there is an offsettable claim.
Deferred taxes are calculated in accordance with IAS 12 using the balance sheet liability method. Accordingly, deferred taxes arise from the temporary differences between the valuations in the tax balance sheet and the consolidated balance sheet (temporary concept). This does not apply to deferred tax arising on the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting income nor taxable income. In addition, deferred taxes from loss carryforwards must also be recognised.
Deferred tax assets for deductible temporary differences, unused tax loss carryforwards and unused tax credits are recognised only to the extent that it is probable that taxable income will be available against which the deductible temporary differences and the unused tax loss carryforwards and tax credits can be utilised.
Deferred taxes are calculated on the basis of the tax rates expected to apply to the period in which an asset is realised or a liability is settled. The tax rates (and tax laws) to be used are those which have been enacted at the balance sheet date.
Deferred tax assets are offset against deferred tax liabilities if the tax creditors are identical and offsetting is legally permissible.
Provisions are formed if the company has a current legal or factual obligation to third parties due to a previous event, a resource outflow is probable and a reliable estimate of the amount of the obligation is possible. There is a regular review and adjustment of the estimates. Where the group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense arising from the provision is shown in the income statement less the reimbursement.
Long-term provisions are recognised at the present value of expected future cash flows if the discounting effect is material.
Provisions for long-term personnel obligations include pension commitments, severance payments and anniversary bonuses, which are based on actuarial methods in accordance with IAS 19 using the projected unit credit method.
The present value of the defined benefit obligation (DBO) is calculated on the basis of the length of service and the expected salary development. The revaluations based on experience adjustments and changes in actuarial assumptions are recognised directly in equity in other comprehensive income in the period in which they occur – with the exception of anniversary provisions. Past service cost is recognised immediately in profit or loss irrespective of the vesting date at the time of the commitment.
Defined benefit pension commitments exist towards employees in Germany and France. In Germany, the statutory framework for occupational retirement provision is specified by the Occupational Pensions Act. In France, there are statutory and collective provisions requiring the company to make one-off payments to its employees upon retirement. The payments are regulated by collective agreements and are based on the length of service and the final salary before retirement.
Provisions for severance payments mainly relate to obligations to employees under Austrian law whose employment relationship began before January 1, 2003. Severance payments under Austrian law are one-off settlements that have to be paid due to labour law regulations when employees are dismissed by the employer and regularly when they retire. The severance payment depends on the number of years of service and the amount of remuneration. The Polish and Slovenian subsidiaries have similar obligations.
Benefits for defined contribution plans based on statutory or voluntary obligations are recognised as an expense when incurred.
At the beginning of the lease period, the Group assesses whether the contract creates or contains a lease. This is the case when the contract gives the right to control the use of an identified asset for a certain period in exchange for payment of a fee. To assess whether a contract conveys the right to control an identified asset, the Group applies the definition of a lease under IFRS 16.
At the beginning of the lease period, all leases other than short-term leases with a term of 12 months or less and leases of low-value assets are recognised in the balance sheet as a right-of-use asset and a lease liability at the present value of the future lease payments. If an agreement contains both lease and non-lease items, the lease payments are allocated between the two items based on their relative individual selling prices and the non-lease payments are recognised as an expense.
The lease liability is recognised at the present value of the future lease payments over the reasonably certain period of use. The lease payments included in the measurement of the lease liability comprise:
The payment series is discounted at the implicit interest rate of the lease or, if this is not readily determinable, at the appropriate incremental borrowing rate of the lease. All other variable payments are recognised as expenses. The lease liability is measured and amortised using the effective interest method. It is remeasured if the future lease payments change due to a change in an index or (interest) rate, if the Group adjusts its estimate of the probable payments under a residual value guarantee, or if the Group changes its estimate of the exercise of a purchase, renewal or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recognised in profit or loss if the carrying amount of the right-of-use asset has decreased to zero.
The acquisition cost of the right of use generally corresponds to the amount of the lease liability at the time of addition. These are to be additionally increased by initial direct costs. Incentive payments from the lessor that have already been paid in reduce the acquisition cost. As part of the subsequent measurement, the right of use is amortised on a straight-line basis over the term of the lease and adjusted for any impairment losses. If the leased asset becomes the property of the Group at the end of the lease or if a purchase option or a right of tender is sufficiently certain, the right of use is depreciated over the economic life of the underlying asset.
The lease term is the reasonably certain period of time over which an asset is leased. In addition to the non-terminable basic lease period, additional periods of extension options are included if their utilisation is sufficiently secure at the start of use and periods of notice if their exercise is not sufficiently secure. This assessment is reviewed when either events beyond the lessee's control or significant changes in circumstances occur that require a change in the lease term. The lease term is adjusted if a renewal option is exercised or a termination option is not exercised and these were not taken into account in the original estimate. The adjustment of the lease term results in a changed future payment series and thus to a revaluation of the lease liability using the current interest rate. The resulting difference is recognised in the right of use without affecting profit or loss. Derecognition amounts that exceed the carrying amount of the right of use are recognised as an expense in profit or loss.
If the conditions for a finance lease are met, the present value of the future lease payments (net investment value) is recognised as a receivable from the lessee. The difference between the gross lease receivables and the net investment value is accrued as unrealised financial income. The financial income is distributed over the term of the contracts through a constant periodic interest rate on the outstanding net investments.
Assets leased to customers under operating leases are classified as property, plant and equipment and depreciated over their normal useful lives in accordance with the treatment of property, plant and equipment. The resulting rental income is recognised in the income statement on a straight-line basis over the term of the lease.
S&T AG measures financial instruments such as derivatives or contingent purchase price obligations at fair value at each reporting date. The fair values of financial instruments measured at amortised costs can be found in section E, note (32).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In measuring fair value, it is assumed that the transaction in which the asset is sold or the liability is transferred takes place either in the principal market for the asset or liability or in the most advantageous market for the asset or liability if there is no principal market.
The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability. It is assumed that the market participants will act in their best economic interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value. The use of relevant observable inputs must be maximised while minimising the use of unobservable inputs.
All assets and liabilities for which fair value is determined or recognised in the financial statements are classified in the fair value hierarchy described below, based on the lowest level input factor that is material to the overall fair value measurement:
C.
Revenues break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Sale of products featuring proprietary technologies (hardware and software) | 454,158 | 467,403 |
| Sale of products from third parties (hardware and software) | 384,778 | 405,105 |
| Recurring operating services | 455,714 | 344,070 |
| One-time project services | 47,303 | 38,226 |
| Total revenues from contracts with customers | 1,341,953 | 1,254,804 |
| Of which Austria | 108,211 | 102,920 |
| Of which outside Austria | 1,233,742 | 1,151,884 |
The allocation of revenues according to the domestic/foreign category is based on the respective headquarters of the customer.
| 2021 IN TEUR |
IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
TOTAL |
|---|---|---|---|---|
| Sale of products featuring proprietary technologies (hardware and software) |
0 | 361,007 | 93,151 | 454,158 |
| Sale of products from third parties (hardware and software) |
227,078 | 157,380 | 320 | 384,778 |
| Recurring operating services | 289,634 | 156,528 | 9,552 | 455,714 |
| One-time project services | 42,114 | 4,552 | 637 | 47,303 |
| Total revenues from contracts with customers | 558,826 | 679,467 | 103,660 | 1,341,953 |
| 2020 IN TEUR |
IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
TOTAL |
|---|---|---|---|---|
| Sale of products featuring proprietary technologies (hardware and software) |
0 | 347,985 | 119,418 | 467,403 |
| Sale of products from third parties (hardware and software) |
276,448 | 127,986 | 671 | 405,105 |
| Recurring operating services | 213,205 | 125,367 | 5,498 | 344,070 |
| One-time project services | 33,890 | 3,888 | 448 | 38,226 |
| Total revenues from contracts with customers | 523,543 | 605,226 | 126,035 | 1,254,804 |
The previous year's presentation of segments has been adjusted to reflect the modified segment assignment in the current financial year. See section E, note (31).
Of the revenues generated in the 2021 financial year, TEUR 2,295 (PY: TEUR 2,853) result from activities as an agent, which are recognised at their net amount.
No sales with a right of return were made in financial year 2021.
| IN TEUR | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Contract assets | 33,028 | 23,754 |
| Contract liabilities | 101,977 | 85,992 |
Contract assets are initially recognised as revenue from development and IT projects for which S&T has (partially) fulfilled its contractual obligations before the customer has paid the consideration or the consideration has become due. Upon maturity, the corresponding contract asset is reclassified to trade receivables.
The development of the contract assets is as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| As of 1.1. | 23,754 | 30,538 |
| Additions | 25,629 | 11,894 |
| Partially invoiced | -16,537 | -17,974 |
| Currency translation | 182 | -704 |
| As of 31.12. | 33,028 | 23,754 |
The contractual liabilities mainly include customer down payments and advance payments received for project services for which the contractually guaranteed goods and services of S&T have not (fully) been transferred or provided to the customer. Of the contractual liabilities, TEUR 16,952 (PY: TEUR 16,323) are reported under non-current liabilities and TEUR 85,025 (PY: TEUR 69,669) are reported under current liabilities.
The development of contractual liabilities is as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| As of 1.1. | 85,992 | 73,681 |
| Additions | 63,325 | 61,437 |
| Recognised as revenues | -48,374 | -45,300 |
| Currency translation | 1,034 | -3,826 |
| As of 31.12. | 101,977 | 85,992 |
The performance obligation for the sale of proprietary technology products is fulfilled at the time when the control of the asset is transferred to the customer. This is generally the case on delivery of the proprietary technology products, taking into account the respectively agreed Incoterms. The payment term is usually between 30 and 90 days after delivery. Price reductions or quantity discounts are only granted in exceptional cases. The same applies to return rights: in these cases, proprietary technology products are made available free of charge to customers as part of test positions or proof of concept.
The Group grants customary warranty rights for its own products that represent an assurance that the product in question meets the contractually agreed specifications (so-called assurance-type warranty). In a few cases, additional extended warranties or maintenance services are offered, which constitute a separate performance obligation in a combined contract. In these cases, the total consideration is allocated between performance obligations based on relative individual selling prices and revenues are recognised over the warranty or maintenance period.
The performance obligation for trading in third-party products, for example HP, IBM, Cisco or Microsoft, where the sale of the hardware and software is the only performance obligation, is fulfilled at the time when control of the asset is transferred to the customer. This is generally the case when the products are delivered. The payment term is usually between 14 and 30 days after delivery. Subsequent price reductions, quantity discounts or return rights are only granted in exceptional cases. The legal warranty obligation in these cases lies with the manufacturer of the products. In this case, S&T will only act as a vicarious agent for the handling of the manufacturer's warranty obligations against separate commissioning and payment by the manufacturer.
In the majority of cases, various consulting services in the area of product selection or licence optimisation together with the actual transfer of the software licence form a uniform performance obligation, which is why it can be assumed that S&T acts as the principal. Only in exceptional cases does S&T engage in pure license trading (such as a value added reseller). In this case, the Group does not acquire control of the delivered products or licenses before they are transferred to the customer. In these cases, S&T acts as an agent and recognises revenues only to the extent of the net amounts to which it is entitled as consideration for the agency services.
The performance obligation for recurring operating services, such as maintenance and support contracts for IT infrastructure and applications, is fulfilled over the period of the underlying contracts. Invoices are usually issued monthly with a payment term of between 14 and 30 days. There are no discounts in this area.
The performance obligation for project services is fulfilled over the duration of the projects. Revenues in this area are recognised over time in accordance with the progress of the services rendered. As a rule, payment is due upon achievement of contractually agreed key dates with a payment term of between 14 and 30 days. Some contracts also provide for advance payments by customers.
The Group's performance obligations not fulfilled or only partially fulfilled as of December 31, 2021, will be offset by future revenues (transaction prices) in financial year 2022 and subsequent financial years:
| IN TEUR | IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
TOTAL |
|---|---|---|---|---|
| Financial year 2022 | 238,589 | 439,361 | 105,541 | 783,491 |
| Financial years after 2022 | 73,467 | 439,489 | 38,461 | 551,417 |
| IN TEUR | IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
TOTAL |
| Financial year 2021 | 193,819 | 324,316 | 58,535 | 576,670 |
| Financial years after 2021 | 45,529 | 268,238 | 36,727 | 350,494 |
In the 2021 financial year, development costs in the amount of TEUR 21,455 (PY: TEUR 17,602) were capitalised.
Other income consists of the following items:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Income from the derecognition of liabilities | 251 | 373 |
| Income from the release of conditional consideration | 7,613 | 4,610 |
| Charging on of costs, indemnification for damages experienced | 447 | 215 |
| Badwill from acquisition of companies | 0 | 1,839 |
| Income from contraventions of contracts by clients | 20 | 0 |
| Income from sales of fixed assets | 2,276 | 231 |
| Rental income | 628 | 356 |
| Income from recoveries of trade receivables prior written-off | 96 | 0 |
| Other income | 2,198 | 1,138 |
| Total other income | 13,529 | 8,762 |
Income from the reversal of contingent consideration results from the adjustment or derecognition of the purchase price liabilities in connection with the company acquisitions made in the previous periods. In the current financial year, this resulted in income of TEUR 2,047 from earn-out adjustments to the company results achieved, TEUR 468 associated with a final installment and the subsequent dissolution of the remaining purchase price liability. An additional TEUR 5,099 resulted from the exercise of a contractually agreed call option, for which the strike price was below the amount for the put option recognized as liability. For more details, see the explanations in Section D, note (24).
Income from sales of fixed assets mainly consists of income from the sale of buildings and income from the transfer of tenancy rights.
The expenses for materials and other services purchased are the expense for the procurement and contract manufacturing of the products sold, including incidental acquisition costs.
The expenses for material and other services purchased consists of the following items:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Expenses for materials | 614,115 | 619,744 |
| Services purchased | 231,016 | 174,109 |
| Incoming freight and others | 6,599 | 5,194 |
| Expenses for materials and other services purchased | 851,730 | 799,047 |
Personnel expenses break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Wages and salaries | 247,477 | 213,477 |
| Expenses for severance payments, for payments into corporate employee benefit funds and similar obligations |
2,788 | 1,307 |
| Expenses for legal-mandated social levies and obligatory contributions | 59,764 | 51,852 |
| Other social security obligations | 4,205 | 6,617 |
| Personnel expenses | 314,234 | 273,253 |
| NUMBER OF EMPLOYEES | 2021 | 2020 |
| 588 | ||
| Employees Austria | 617 | |
| Employees outside Austria | 5,589 | 5,479 |
The average number of employees in the 2021 financial year was 6,146 (PY: 5,271).
Government support services such as short-time work were used in various subsidiaries of the S&T Group in times of lockdowns. In total, the support services used for personnel expenses in the past financial year amounted to TEUR 5,891 (PY: TEUR 5,926). In the consolidated financial statements, these are shown netted with the personnel expenses.
The expense for scheduled depreciation and amortisation is composed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Depreciation of property, plant and equipment | 34,552 | 30,926 |
| Amortisation of intangible assets | 29,041 | 30,539 |
| Total depreciation and amortisation | 63,593 | 61,465 |
The amortisation of intangible assets in the previous year included impairment losses of TEUR 2,172. The impairments related to necessary value adjustments of customer relationships and brand usage rights within S&T IT Services S.R.L., Moldova (formerly BASS Systems S.R.L.) capitalised in the course of the purchase price allocation. Due to significant declines in orders in the customer segments served by the company, caused by the effects of the negative overall economic development, customer relationships had to be written off to their recoverable amount of TEUR 806. In addition, due to the renaming of BASS System S.R.L. to S&T IT Services S.R.L. in the course of the intensified cooperation with S&T Mold S.R.L. and an ultimately planned merger of the two companies, a complete write-off of the brand name no longer used in the amount of TEUR 265 had to be made.
There were no impairments of non-financial assets in the reporting year.
Other operating expenses break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Rental and leasing expenses | 3,146 | 2,608 |
| Maintenance and ancillary expenses | 14,269 | 12,414 |
| Insurance | 2,789 | 2,042 |
| Transport expenses | 4,188 | 3,072 |
| Travel expenses and expenses for company cars | 8,887 | 7,173 |
| Mail and telecommunication | 2,440 | 2,217 |
| Expenses for contracted personnel and consulting | 12,943 | 12,339 |
| Expenses for advertising | 5,368 | 5,316 |
| Legal, tax advisor and audit expenses | 5,169 | 6,250 |
| Expenses for training and education | 1,543 | 1,071 |
| Expenses for guarantees and indemnification | 392 | 2,377 |
| R&D expenses not eligible for capitalisation | 4,574 | 4,676 |
| Licenses expenses | 4,550 | 2,968 |
| Commissions | 2,443 | 2,225 |
| Bank commissions and similar expenses | 2,194 | 1,743 |
| Expenses from deconsolidation | 610 | 0 |
| Taxes and charges not comprised in taxes on income and earnings | 3,143 | 2,501 |
| Other operating expenses | 6,057 | 7,833 |
| Total other operating expenses | 84,703 | 78,825 |
The rental and leasing expense item includes expenses for leases with a term of up to 12 months in the amount of TEUR 2,896 (PY: TEUR 2,370). Expenses amounting to TEUR 250 (PY: TEUR 238) are attributable to low-value leasing agreements.
The financial result is broken down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Interest income from banks | 539 | 580 |
| Interest income from finance leases | 393 | 280 |
| Other interest and finance income | 654 | 735 |
| Finance income | 1,586 | 1,595 |
| Interest paid to banks | -5,189 | -4,461 |
| Interest expenses from finance leases | -1,413 | -1,678 |
| Interest expenses from compounded purchase price liabilities | -2,120 | -861 |
| Other interest and finance expenses | -1,317 | -2,256 |
| Finance expenses | -10,039 | -9,256 |
| Financial result | -8,453 | -7,661 |
| IN TEUR | 2021 | 2020 |
|---|---|---|
| At fair value through profit or loss | 597 | 358 |
| At fair value through other comprehensive income | -2 | -63 |
| Financial assets at amortised costs | -1,529 | 514 |
| Liabilities at fair value | 7,460 | 4,447 |
| Total | 6,526 | 5,256 |
The calculation of the net result from financial instruments includes value adjustments and write-ups, income and expenses from currency translation, gains or losses on disposal and other changes in the fair value of financial instruments recognised in profit or loss.
The income tax expense is broken down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Current income taxes | -8,972 | -10,739 |
| Ensuing and reversal of temporary differences | -1,193 | 1,208 |
| Income due to reporting of tax losses carried forward | 4,905 | 3,466 |
| Income taxes reported in the consolidated income statement | -5,260 | -6,065 |
The following table shows a reconciliation of the expected income tax expense, which would theoretically result from applying the current domestic income tax rate of 25% (PY: 25%) at Group level, to the income tax expense actually reported in the Group.
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Earnings before taxes | 54,224 | 60,688 |
| Expenses for income taxes at a tax rate of 25% (PY: 25%) | -13,556 | -15,172 |
| Divergent non-Austrian rates of taxation | 1,341 | 586 |
| Income taxes for prior period | -944 | 42 |
| Initial capitalisation of tax assets | 4,905 | 4,211 |
| Utilisation of losses carried forward not previously capitalised | 3,899 | 3,841 |
| Non capitalised losses carried forward in current financial year | -3,191 | -2,212 |
| Earnings/expenses with no effects on taxes | 1,956 | 343 |
| Other divergences | 330 | 2,296 |
| Income tax expenses/earnings reported | -5,260 | -6,065 |
Basic earnings per share are calculated by dividing the net profit attributable to S&T AG shareholders by the weighted average number of ordinary shares outstanding during the reporting period. Treasury shares held by the company shall be deducted when calculating the average number of shares outstanding.
For the calculation of diluted earnings per share, the result for the period is adjusted for all changes in expenses and income that would have resulted from a conversion of the outstanding stock options. For the calculation of the number of shares, the weighted average number of ordinary shares issued in the reporting period was increased by the weighted average number of shares that would result from the conversion of all stock options into ordinary shares.
As of the balance sheet date of December 31, 2021, the company has adopted two stock option programs. In addition, 2,000,000 warrants, consisting of 1,500,000 allotted and 500,000 publicly offered warrants, were issued in the 2020 financial year on the basis of a prospectus approved by the Austrian Financial Market Authority. For explanations, see section D, note (22) and section E, note (37). Diluted earnings per share are calculated on the assumption that all option rights are exercised.
| 2021 | 2020 | ||
|---|---|---|---|
| Net income after subtraction of NCI (non-controlling interest) | TEUR | 48,260 | 55,609 |
| Average number of shares issued (undiluted) | Number in thousand |
63,958 | 64,998 |
| Average number of shares issued (diluted) | Number in thousand |
64,958 | 65,998 |
| Earnings per share (undiluted) | EUR/piece | 0.75 | 0.86 |
| Earnings per share (diluted) | EUR/piece | 0.74 | 0.84 |
Property, plant and equipment developed as follows:
| IN TEUR | PROPERTY, PLANT AND LEASEHOLD IMPROVMENTS |
OTHER FACILITIES, OPERATING AND BUSINESS EQUIPMENT |
RIGHT OF USE | TOTAL |
|---|---|---|---|---|
| ACQUISITION COSTS | ||||
| As of January 1, 2021 | 60,274 | 50,283 | 90,084 | 200,641 |
| Additions | 2,882 | 18,498 | 14,001 | 35,381 |
| Additions through changes in consolidated companies |
502 | 304 | 320 | 1,126 |
| Reclassifications | 1,211 | -1,211 | 0 | 0 |
| Disposals | -733 | -3,369 | -9,511 | -13,613 |
| Disposals from changes in consolidated companies |
0 | -923 | -196 | -1,119 |
| Currency translation differences | 411 | 1,594 | 1,216 | 3,221 |
| As of December 31, 2021 | 64,547 | 65,176 | 95,914 | 225,637 |
| ACCUMULATED DEPRECIATION | ||||
| As of January 1, 2021 | 6,966 | 23,240 | 35,315 | 65,521 |
| Additions | 2,230 | 11,567 | 20,755 | 34,552 |
| Reclassifications | 18 | -18 | 0 | 0 |
| Disposals | -55 | -1,574 | -7,080 | -8,709 |
| Disposals from changes in consolidated companies |
0 | -390 | -132 | -522 |
| Currency translation differences | 272 | 1,350 | 637 | 2,259 |
| As of December 31, 2021 | 9,431 | 34,175 | 49,495 | 93,101 |
| Carrying amount as of December 31, 2021 |
55,116 | 31,001 | 46,419 | 132,536 |
| IN TEUR | PROPERTY, PLANT AND LEASEHOLD IMPROVMENTS |
OTHER FACILITIES, OPERATING AND BUSINESS EQUIPMENT |
RIGHT OF USE | TOTAL |
|---|---|---|---|---|
| ACQUISITION COSTS | ||||
| As of January 1, 2020 | 23,084 | 41,475 | 80,330 | 144,889 |
| Additions | 5,563 | 12,720 | 16,914 | 35,197 |
| Additions through changes in consolidated companies |
32,324 | 3,835 | 3,888 | 40,047 |
| Reclassifications | 0 | 1,635 | -1,635 | 0 |
| Disposals | -289 | -6,086 | -7,084 | -13,459 |
| Currency translation differences | -408 | -3,196 | -2,329 | -5,933 |
| As of December 31, 2020 | 60,274 | 50,283 | 90,084 | 200,641 |
| ACCUMULATED DEPRECIATION | ||||
| As of January 1, 2020 | 5,882 | 20,939 | 18,259 | 45,080 |
| Additions | 1,467 | 9,510 | 19,949 | 30,926 |
| Reclassifications | 0 | 157 | -157 | 0 |
| Disposals | -106 | -4,580 | -1,906 | -6,592 |
| Currency translation differences | -277 | -2,686 | -830 | -3,793 |
| As of December 31, 2020 | 6,966 | 23,240 | 35,315 | 65,521 |
| Carrying amount as of December 31, 2020 |
53,308 | 27,043 | 54,769 | 135,120 |
The Group has entered into lease agreements primarily for real estate and vehicles. Leasing agreements for real estate usually have terms of between 4 and 10 years. For vehicles, the term is usually between 3 and 5 years.
The carrying amounts of the rights of use break down by asset class as follows:
| Total carrying amount of right of use assets | 46,419 | 54,769 |
|---|---|---|
| Car fleet | 10,012 | 11,167 |
| Operating and business equipment | 1,709 | 2,474 |
| Properties | 34,698 | 41,128 |
| IN TEUR | 2021 | 2020 |
The depreciation amount of the rights of use by asset class breaks down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Properties | 13,792 | 13,860 |
| Operating and business equipment | 1,196 | 1,179 |
| Car fleet | 5,767 | 4,910 |
| Total depreciation of right of use assets | 20,755 | 19,949 |
The development of intangible assets is as follows:
| IN TEUR | PURCHASED SOFTWARE AND LICENSES |
CAPITALISED DEVELOPMENT COSTS |
OTHER INTANGIBLE ASSETS |
GOODWILL | TOTAL |
|---|---|---|---|---|---|
| ACQUISITION COSTS | |||||
| As of January 1, 2021 | 33,665 | 89,981 | 71,542 | 199,481 | 394,669 |
| Additions | 4,953 | 20,954 | 0 | 0 | 25,907 |
| Additions through changes in consolidated companies |
43 | 0 | 3,132 | 7,746 | 10,921 |
| Reclassifications | -557 | 557 | 0 | 0 | 0 |
| Disposals | -1,696 | -773 | -1,031 | 0 | -3,500 |
| Disposals from changes in consolidated companies |
-12 | 0 | 0 | 0 | -12 |
| Currency translation differences | 1,745 | 4,605 | 863 | 1,024 | 8,237 |
| As of December 31, 2021 | 38,141 | 115,324 | 74,506 | 208,251 | 436,222 |
| As of January 1, 2021 | 14,850 | 31,283 | 46,257 | 0 | 92,390 |
|---|---|---|---|---|---|
| Additions | 4,569 | 13,974 | 10,498 | 0 | 29,041 |
| Impairments | 0 | 0 | 0 | 0 | 0 |
| Reclassifications | 13 | -13 | 0 | 0 | 0 |
| Disposals | -1,663 | -291 | -1,031 | 0 | -2,985 |
| Disposals from changes in consolidated companies |
-9 | 0 | 0 | 0 | -9 |
| Currency translation differences | 1,639 | 3,154 | 534 | 0 | 5,327 |
| As of December 31, 2021 | 19,399 | 48,107 | 56,258 | 0 | 123,764 |
| Carrying amount as of December 31, 2021 | 18,742 | 67,217 | 18,248 | 208,251 | 312,458 |
| IN TEUR | PURCHASED SOFTWARE AND LICENSES |
CAPITALISED DEVELOPMENT COSTS |
OTHER INTANGIBLE ASSETS |
GOODWILL | TOTAL |
|---|---|---|---|---|---|
| ACQUISITION COSTS | |||||
| As of January 1, 2020 | 32,681 | 89,858 | 62,669 | 194,384 | 379,592 |
| Additions | 2,331 | 18,391 | 878 | 0 | 21,600 |
| Additions through changes in consolidated companies |
3,070 | 1,156 | 9,454 | 7,896 | 21,576 |
| Disposals | -1,774 | -13,004 | -367 | -243 | -15,388 |
| Disposals from changes in consolidated companies |
-228 | 0 | 0 | 0 | -228 |
| Currency translation differences | -2,415 | -6,420 | -1,092 | -2,556 | -12,483 |
| As of December 31, 2020 | 33,665 | 89,981 | 71,542 | 199,481 | 394,669 |
| ACCUMULATED AMORTISATION | |||||
| As of January 1, 2020 | 14,209 | 36,283 | 34,222 | 0 | 84,714 |
| Additions | 4,743 | 12,649 | 10,975 | 0 | 28,367 |
| Impairments | 0 | 0 | 2,172 | 0 | 2,172 |
| Disposals | -1,737 | -13,004 | -367 | 0 | -15,108 |
| Disposals from changes in consolidated companies |
-194 | 0 | 0 | 0 | -194 |
| Currency translation differences | -2,171 | -4,645 | -745 | 0 | -7,561 |
| As of December 31, 2020 | 14,850 | 31,283 | 46,257 | 0 | 92,390 |
| Carrying amount as of December 31, 2020 | 18,815 | 58,698 | 25,285 | 199,481 | 302,279 |
The impairment of intangible assets in the 2020 financial year related to the capitalised customer relationships and the brand of S&T IT Services S.R.L. (formerly BASS Systems S.R.L.). Compare also the explanations in section C, note (6).
Other intangible assets include the brands identified in the context of company acquisitions with a carrying amount of TEUR 5,274 as at December 31, 2021 (PY: TEUR 7,094), customer relations TEUR 7,224 (PY: TEUR 10,020), order backlog TEUR 1,420 (PY: TEUR 1,317) and technologies TEUR 4,330 (PY: TEUR 6,854).
As of the balance sheet date, the S&T Group had no intangible assets with indefinite useful lives, except for goodwill (PY: TEUR 0).
Goodwill results from the positive differences between the acquisition costs and the fair values of the net assets acquired at the acquisition date. The goodwill recognised relates to the following cash-generating units (CGU):
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Cash-generating unit "Services DACH" | 33,861 | 28,709 |
| Cash-generating unit "Services EE" | 24,583 | 27,147 |
| Cash-generating unit "IoT Solutions" | 6,462 | 15,131 |
| Cash-generating unit "IoT Industry" | 54,658 | 50,596 |
| Cash-generating unit "IoT Transportation" | 59,409 | 59,131 |
| Cash-generating unit "IoT Communications" | 3,951 | - |
| Cash-generating unit "IoT Asia" | 6,129 | - |
| Cash-generating unit "IoT America" | 19,198 | 18,767 |
| Goodwill as of December 31 | 208,251 | 199,481 |
In fiscal year 2021, there was a restructuring in the Group's internal reporting and thus in the structure in which goodwill is monitored by Group management. For this reason, there was a partial reallocation of existing goodwill between individual cash-generating units and the cash-generating unit "IoT Asia," in which the Group's entire business activities in the Asian region are now bundled, was newly formed.
The following table shows the pre-tax discount rates used in the impairment tests for the individual cash-generating units:
| 2021 | 2020 | |
|---|---|---|
| Cash-generating unit "Services DACH" | 11.4% | 12.7% |
| Cash-generating unit "Services EE" | 13.4% | 14.4% |
| Cash-generating unit "IoT Solutions" | 10.3% | 11.8% |
| Cash-generating unit "IoT Industry" | 13.1% | 13.4% |
| Cash-generating unit "IoT Transportation" | 10.0% | 10.7% |
| Cash-generating unit "IoT Communications" | 12.0% | - |
| Cash-generating unit "IoT Asia" | 12.3% | - |
| Cash-generating unit "IoT America" | 12.3% | 13.3% |
To determine the discount rates, peer groups were determined in each case for the corresponding CGU.
The average revenue and EBIT growth underlying the 2022–2025 financial plans is:
| AVERAGE PLANNED GROWTH 2022–2025 | REVENUE | EBIT |
|---|---|---|
| Cash-generating unit "Services DACH" | 3.9% | 17.8% |
| Cash-generating unit "Services EE" | 5.0% | 24.8% |
| Cash-generating unit "IoT Solutions" | 3.1% | 18.5% |
| Cash-generating unit "IoT Industry" | 8.3% | 37.0% |
| Cash-generating unit "IoT Transportation" | 9.8% | 15.7% |
| Cash-generating unit "IoT Communications" | 8.2% | 47.3% |
| Cash-generating unit "IoT Asia" | 5.5% | 19.9% |
| Cash-generating unit "IoT America" | 8.8% | 149.8% |
The significant increase in the average growth rate of the cash-generating unit "IoT America" results in particular from the significantly higher growth planning for the years 2024 and 2025 compared to the previous planning years 2022 and 2023. This is due, among other things, to the expected recovery of the economic burdens caused by the currently ongoing chip crisis.
The average revenue and EBIT growth underlying the 2021-2024 financial plans is:
| AVERAGE PLANNED GROWTH 2021–2024 | REVENUE | EBIT |
|---|---|---|
| Cash-generating unit "Services DACH" | 4.4% | 18.2% |
| Cash-generating unit "Services EE" | 4.8% | 23.0% |
| Cash-generating unit "IoT Solutions" | 8.2% | 30.6% |
| Cash-generating unit "IoT Industry" | 6.8% | 32.0% |
| Cash-generating unit "IoT Transportation" | 6.8% | 19.7% |
| Cash-generating unit "IoT America" | 6.9% | 23.9% |
In the 2021 financial year, as in the previous year, no impairment of goodwill was necessary.
Neither a 10% reduction in expected cash flows nor a 10% increase in the weighted average cost of capital before tax would result in an impairment of goodwill for a cash-generating unit.
S&T AG does not hold any shares in associated companies as of the balance sheet date December 31, 2021. The 40% share in funworld gmbh, Linz, Austria, was sold in the financial year 2020.
The development of investments accounted for using the equity method was as follows:
| SHARES HELD IN ASSOCIATES COMPANIES IN TEUR |
2021 | 2020 |
|---|---|---|
| Carrying amount on January 1 | 0 | 289 |
| Proportionate result after taxes | 0 | 3 |
| Disposal | 0 | -292 |
| Carrying amount on December 31 | 0 | 0 |
Revenues and net profit for the period are as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Revenues | 0 | 472 |
| Result for the period after taxes | 0 | 8 |
| Share of equity held by the group | 0% | 40% |
| Share of group in total result for the period | 0 | 3 |
The company had no income or expenses recognised directly in other comprehensive income.
The non-current financial assets are composed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Receivables from finance leases | 8,717 | 7,585 |
| Other investments | 961 | 293 |
| Securities | 305 | 310 |
| Receivables from loans granted | 754 | 2,108 |
| Deposits | 1,428 | 1,184 |
| Other non-current receivables | 429 | 433 |
| Total non-current financial assets as of December 31 | 12,594 | 11,913 |
| LEASE RECEIVABLES (FROM THE COMPANY'S LESSOR OPERATIONS) | 2021 | 2020 |
| Lease receivables (gross) | ||
| Remaining term up to 1 year | 6,675 | 5,150 |
| Remaining term between 1 and 5 years | 9,249 | 7,860 |
| Remaining term > 5 years | 0 | 0 |
| 15,924 | 13,010 | |
| Unrealised future interest income from lease receivables | -628 | -350 |
| Net receivables from finance leases | 15,296 | 12,660 |
| COMPOSITION | 2021 | 2020 |
| Current receivables (up to 1 year) | 6,579 | 5,075 |
| Non-current receivables (between 1 and 5 years) | 8,717 | 7,585 |
| Non-current receivables (> 5 years) | 0 | 0 |
| Net receivables from finance leases | 15,296 | 12,660 |
The default risk from lease receivables from customers is managed on the basis of the Group's policies and procedures. Due to the comparable customer portfolio, the expected default rates of the trade receivables are used as a basis. Impairment requirements are analysed at each reporting date using the impairment matrix to determine expected credit losses. Impairment ratios are determined based on days past due with similar default patterns. The analysis did not reveal any material default risk at the reporting date.
The average interest rate of the lease receivables (short-term and long-term) was 2.93% in the 2021 financial year (PY: 2.36%).
Other non-current assets are composed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Prepayments to subcontractors for the provision of services constituting part of the supplying of services |
12,397 | 12,202 |
| Other non-financial assets | 8,621 | 7,629 |
| Total other non-current assets | 21,018 | 19,831 |
Deferred tax assets and liabilities arising from temporary differences between tax and accounting valuations are allocated to the following items:
| IN TEUR | DEFERRED TAX ASSETS 2021 |
DEFERRED TAX LIABILITIES 2021 |
|---|---|---|
| Intangible assets | 599 | 24,050 |
| Trade receivables and inventories | 7,008 | 2,000 |
| Provisions and deferred liabilities | 10,505 | 908 |
| Losses carried forward | 35,819 | 0 |
| Amount recognised in balance sheet | 40,179 | 13,206 |
|---|---|---|
| Balancing | -13,752 | -13,752 |
| IN TEUR | DEFERRED TAX ASSETS 2020 |
DEFERRED TAX LIABILITIES 2020 |
|---|---|---|
| Intangible assets | 823 | 24,240 |
| Trade receivables and inventories | 7,065 | 3,124 |
| Provisions and deferred liabilities | 12,157 | 280 |
| Losses carried forward | 30,944 | 0 |
| Balancing | -14,373 | -14,373 |
| Amount recognised in balance sheet | 36,616 | 13,271 |
The addition to deferred tax assets from company acquisitions amounts to TEUR 170 (PY: TEUR 4,421), deferred tax liabilities increased by TEUR 366 (PY: TEUR 5,997) due to company acquisitions.
In the 2021 financial year, the deferred tax assets for losses carried forward were increased by TEUR 4,905 on the basis of the tax planning results for the next five years (PY: TEUR 3,466). Based on the planning of the companies, deferred tax assets of TEUR 35,819 were recognised for losses carried forward that are expected to be utilised (PY: TEUR 30,944). The Group has not recognised deferred taxes in connection with tax losses carried forward of TEUR 48,040 (PY: TEUR 54,495) that can be offset against future taxable income, as the actual offset against future taxable profits is uncertain. The non-capitalised losses carried forward can be carried forward without time limit in the amount of TEUR 38,962 (PY: TEUR 44,079), and TEUR 9,077 (PY: TEUR 10,416) can be carried forward with time limit.
The deferred tax assets for losses carried forward result in particular from S&T AG and its tax group. Loss carryforwards were only recognised to the extent that they can be expected to be used in the next 5 years in accordance with tax planning.
As in previous years, S&T AG generated a positive tax result in the 2021 financial year. Positive results can also be assumed for future periods. In addition to expected improvements in the operating business, income from brand and licence usage agreements with Group companies and income from management services and guarantee commissions charged to Group companies in particular contribute to the continued stable profitability of S&T AG and subsequently of the Austrian tax group.
In the reporting year, deferred taxes in the amount of TEUR 39 were recognised directly in equity (PY: TEUR 71).
Deferred tax assets are offset against deferred tax liabilities if the tax creditors are identical and offsetting is possible.
Deferred tax assets of TEUR 7,836 (PY: TEUR 7,296) from other deductible temporary differences were not recognised as it is currently uncertain whether they can be offset against future taxable profits. In addition, in accordance with IAS 12.39, deferred tax liabilities were not recognised for temporary differences of TEUR 108,070 (PY: TEUR 92,626) from investments in subsidiaries, as the parent company is able to control the timing and these temporary differences will not be reversed in the foreseeable future. The increase is mainly due to the conversion of intercompany loans into an equity reserve within the Kontron Transportation Group.
The reported inventories are composed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Finished products and merchandise | 89,711 | 82,607 |
| Raw, auxillary and operating materials | 100,411 | 73,585 |
| Unfinished products | 31,996 | 28,763 |
| Impairments | -34,769 | -25,098 |
| Total inventories as of December 31 | 187,349 | 159,857 |
The impairment of inventories, which was recognised as an expense in the reporting period, amounts to TEUR 7,023 (PY: TEUR 3,928). This expense is reported in the cost of materials. The carrying amount of inventories measured at net realisable value as at December 31, 2021, is TEUR 49,337 (PY: TEUR 33,468).
The trade receivables item is composed as follows:
| Trade receivables as of December 31 | 232,546 | 204,482 |
|---|---|---|
| Value adjustment for expected credit-caused losses | -8,217 | -8,334 |
| Trade receivables | 240,763 | 212,816 |
| IN TEUR | 2021 | 2020 |
Some companies of the S&T Group practice the "hold to collect and sell" business model with regard to trade receivables, as the contractual cash flows are collected both through customer payments and through sales to various house banks under factoring agreements. As a result, these trade receivables fall into the category "fair value through other comprehensive income". The classification of trade receivables in this category does not have any material impact on the consolidated financial statements of S&T, as the majority of trade receivables are expected to be settled within one year and for this reason it is assumed that the fair value approximates the previous measurement standard of acquisition costs. The other trade receivables are classified as "at amortised costs", as the Group applies the "Hold" business model to these trade receivables. The receivables sold are derecognised in accordance with the derecognition rules of IFRS 9. As at the balance sheet date December 31, 2021, trade receivables sold increased by TEUR 6,744 compared to the previous year.
The Group recognises an allowance for expected credit losses (ECL) on all receivables at fair value through other comprehensive income and at amortised cost. For receivables measured at amortised cost, the allowance is recognised in other operating expenses.
The development of the allowance for expected credit losses from trade receivables is as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Valuation allowance as of January 1 | 8,334 | 8,575 |
| Valuation allowance for expected credit losses | 1,662 | 2,251 |
| Write-off | -1,933 | -1,763 |
| Currency translation differences | 154 | -729 |
| Valuation allowance as of December 31 | 8,217 | 8,334 |
The valuation allowance for trade receivables is determined using an impairment matrix, which was determined from historical bad debt losses and adjusted for expected future deviations.
For trade receivables measured at fair value through other comprehensive income, the impairment is recognised in other comprehensive income in accordance with IFRS 9. The impairment loss recognised in other comprehensive income as at December 31, 2021, amounts to TEUR 49 (PY: TEUR 50). A portion of the trade receivables serves as collateral for short-term financing. For details, see section D, note (23).
The carrying amount of the current contract assets as at December 31, 2021, is TEUR 32,834 (PY: TEUR 23,553).
The default risk on contract assets is managed based on the Group's policies and procedures. Due to the comparable customer portfolio, the expected default rates of trade receivables are used as a basis. Impairment requirements are analysed at each reporting date using the impairment matrix to determine expected credit losses. The analysis did not reveal any material default risk as at the reporting date.
The current financial assets break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Receivables from finance leases *) | 6,579 | 5,075 |
| Deposits | 3,460 | 1,432 |
| Current portion of loans granted | 496 | 491 |
| Receivables from annual bonuses | 53 | 189 |
| Creditors with debitor acounts | 813 | 772 |
| Deposits for guarantees | 291 | 553 |
| Derivative financial instruments | 325 | 8 |
| Other current financial assets | 7,885 | 1,686 |
| Total current financial assets | 19,902 | 10,206 |
| *) Receivables from finance leases – gross | 6,675 | 5,149 |
| Unrealised interest income | -96 | -74 |
| Present value of receivables from finance leases | 6,579 | 5,075 |
Other current financial assets include a fixed deposit of S&T AG in the amount of TEUR 7,000 in the financial year 2021.
Other current non-financial assets break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Advances | 5,815 | 3,790 |
| Prepayments to subcontractors for the provision of services constituting part of the supplying services |
40,440 | 38,783 |
| Receivables due from EU support programs and research premiums | 5,096 | 6,414 |
| Receivables from prepayments of income tax and other taxes | 5,169 | 5,324 |
| Value added tax | 3,346 | 2,027 |
| Other receivables current | 4,145 | 4,322 |
| Total other current assets as of December 31 | 64,011 | 60,660 |
Cash and cash equivalents in the amount of TEUR 296,512 (PY: TEUR 281,909) are cash on hand and bank balances that are available within three months. These bear interest at the applicable interest rates for short-term deposits.
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Cash on hand | 76 | 73 |
| Credit balances at banks | 296,436 | 281,836 |
| Total cash and cash equivalents | 296,512 | 281,909 |
As at the reporting date, there were restrictions on the disposal of the amounts included in this item due to financing with credit institutions or due to balance compensation of TEUR 4,397 (PY: TEUR 3,826) as collateral.
As of December 31, 2021, the share capital of S&T AG amounted to TEUR 66.096 (PY: TEUR 66,096) and is divided into 66,096,103 (PY: 66,096,103) no-par value bearer shares.
By resolution of the Annual General Meeting of June 27, 2017, the Executive Board was authorised, with the approval of the Supervisory Board, to increase the share capital within five years after registration of the corresponding amendment to the Articles of Association by up to EUR 10,000,000 – if necessary in several tranches and with partial exclusion of subscription rights – by issuing up to 10,000,000 new no-par value bearer shares with voting rights in exchange for cash and/or contributions in kind, if necessary by way of indirect subscription rights, once or several times ("Authorised Capital 2017").
From the Authorised Capital 2017 (§ 5 para 5 of the Articles of Association) of up to EUR 10,000,000 are available due to a partial utilisation for a cash capital increase by way of an accelerated placement procedure in November 2017 – in the amount of EUR 1,382,623.00 through the issue of 1.382,623 new shares – as well as a partial utilisation for a capital increase against contributions in kind ("Kontron Canada capital increase against contributions in kind") – in the amount of EUR 1,408,843 through the issue of 1,408,843 new shares – EUR 7,208,534 are still available.
At the Extraordinary General Meeting of S&T AG on May 21, 2019, the shareholders resolved a new, additional authorised capital, under which the Executive Board, with the consent of the Supervisory Board, is authorised to increase the share capital until June 25, 2024 – also with partial or total exclusion of the subscription rights of the shareholders due to a partial direct exclusion and/or as a result of the granted authorisation of the Executive Board to exclude in certain cases – by up to EUR 6,600,000 ("Authorised Capital 2019"). No use was made of the existing authorisations to issue new shares from the authorised capital until December 31, 2021.
The Annual General Meeting on May 21, 2019 resolved on authorised conditional capital, with which the Executive Board was authorised, pursuant to § 159 paragraph 3 of the Austrian Stock Corporation Act (AktG), to conditionally increase the share capital by up to EUR 1,500,000 for the granting of stock options until June 25, 2024, subject to the approval of the Supervisory Board ("Authorised Conditional Capital 2019"), whereby the capital increase is earmarked for a specific purpose and may only be carried out to the extent that holders of options from the Stock Option Program 2018 – Tranche 2018 and Tranche 2019 as well as a potential future program are entitled to exercise their options for the first time no earlier than three years after the granting of the option and an exercise hurdle of 25% of the stock exchange price of the Company's share on the Frankfurt Stock Exchange, which must be higher than the exercise price. Options can be exercised for the first time in an exercise window after the end of the vesting period, which ends on December 18, 2021. Therefore, no use was made of the Authorised Conditional Capital 2019 in the past financial year 2021.
The Annual General Meeting of June 16, 2020 resolved a partial revocation of the existing authorisation of the Executive Board from the Authorised Conditional Capital 2019, namely to the extent of EUR 500.000, so that the Authorised Conditional Capital comprises a remaining authorisation to conditionally increase the share capital by up to EUR 1,000,000 for the granting of stock options until June 25, 2024, subject to the approval of the Supervisory Board.
The Annual General Meeting on June 16, 2020 authorised the Executive Board to increase the share capital by up to EUR 2,000,000 for the purpose of servicing conversion or subscription rights under warrants ("Authorised Capital 2020") in accordance with § 169 of the Austrian Stock Corporation Act (AktG).
The same Annual General Meeting on June 16, 2020 resolved to issue 2,000,000 warrants (instruments pursuant to § 174 of the Stock Corporation Act). 1,500,000 warrants were allotted to selected members of the Executive Board of S&T AG (those eligible for allotted shares) by the Supervisory Board. 500,000 warrants were publicly offered to selected key employees of S&T Group for subscription against the offer price per warrant as of July 13, 2020, on the basis of a prospectus approved by the Austrian Financial Market Authority. After the end of the offer period and a so-called short placement of warrants not subscribed in the public offer, the Executive Board, with the approval of the Supervisory Board, decided on the final number of warrants to be issued and the allocation of the warrants offered on the basis of the subscription declarations received. A total of 2,000,000 warrants were issued, consisting of the 1,500,000 warrants allocated to the allottees and the 500,000 warrants offered to selected key employees of the S&T Group. 112 eligible subscribers who had delivered subscription certificates for a total of 420,665 offered warrants received the full allocation according to the classification of the respective Group company and the respective management level of the eligible subscriber in accordance with the parameters set out in the prospectus. The remaining number of 79,335 offered warrants were issued to the allottees on the basis of their subscription certificates received for the short placement, against payment of the offer price per warrant. As of July 30, 2020, the warrants were admitted to official trading on the Vienna Stock Exchange and subsequently the warrants were or will be delivered to the respective subscribers and allottees. The first exercise of the conversion or subscription right under the warrant is possible at the earliest 36 months after the issue of the warrant and only if the price of the S&T AG share currently exceeds EUR 32.86, adjusted, if necessary, from time to time on the basis of the terms and conditions of the issue. For this reason, no use was made of the Authorised Capital 2020 in the 2021 financial year.
Otherwise, the members of the Executive Board have no powers that do not arise directly from the law, in particular with regard to the possibility of issuing or buying back shares.
Due to the expiry of the previous authorisation of the Executive Board to buy back treasury shares, the Extraordinary General Meeting of S&T AG on January 15, 2019 resolved a new authorisation from the Executive Board to buy back treasury shares. The Executive Board was empowered to buy back no-par value bearer shares in the Company up to an amount of 10% of the share capital of the Company for a period of 30 months from January 15, 2019 both on the stock exchange and – in this case with the prior consent of the Supervisory Board – outside exchanges. The shares may be acquired at an equivalent value that does not exceed or fall below the stock exchange price (average closing price for shares of the company in XETRA trading on the Frankfurt/Main Stock Exchange) of the last five trading days prior to the acquisition by more than 10%. Corresponding Board resolutions as well as details of the respective repurchase program based thereon shall be published in accordance with legal requirements.
The Executive Board was authorised for a period of five years from the date of the resolution of the Extraordinary General Meeting on January 15, 2019, with the consent of the Supervisory Board, to sell the acquired treasury shares in a way other than via the stock exchange or by means of a public offer, for example in the form of using these shares as consideration for contributions in kind of companies, businesses, parts of businesses or shares in one or more companies in Austria or abroad or for other assets (e.g. patents). The general subscription rights of the existing shareholders may be excluded in this case. The Executive Board was also authorised by the Extraordinary General Meeting on January 15, 2019 to redeem treasury shares after repurchase without further resolution by the General Meeting with the approval of the Supervisory Board. The Supervisory Board is authorised to resolve on amendments to the Articles of Association resulting from the withdrawal of shares.
The Executive Board made use of the authorisation to acquire treasury shares in the 2021 financial year through two share buyback programs:
On October 27, 2020, the Management Board of S&T AG decided to implement a share buyback program for treasury shares ("Share
Buyback Program II 2020") based on the authorisation resolution of the Extraordinary General Meeting of January 15, 2019. The volume amounted to up to 1,000,000 treasury shares, with a total acquisition amount of up to EUR 20 million and a maximum price of EUR 20.00 per acquired treasury share. The Share Buyback Program II 2020 was continued in the 2021 financial year – on March 2, 2021 the Management Board decided to increase the maximum price to EUR 22.50 due to the increased share price of S&T AG on the basis of the positive operational development of the company. The total number of shares acquired under the Share Buyback Program II 2020 amounts to 824,471 shares, which were acquired at a weighted average price of EUR 19.7015.
On April 27, 2021, the Executive Board decided on another share buyback program ("Share Buyback Program I 2021"). The agreed volume was up to 500,000 shares to be repurchased, the repurchase under the Share Buyback Program I 2021 started on May 3, 2021 and was limited to November 3, 2021. The maximum price was set at EUR 22.50 per share or the price that is 10% above the average S&T share price in XETRA trading over the last 5 trading days. The maximum total amount spent by S&T AG on the Share Buyback Program I 2021 was EUR 10 million. In total, S&T AG repurchased 493,446 shares at a weighted average price of EUR 20.2656 per share under the Share Buyback Program I 2021.
As at December 31, 2021, S&T AG holds 2,465,535 treasury shares, which corresponds to 3.73% of the company's share capital. The total acquisition price of all treasury shares as at December 31, 2021, excluding incidental costs of the repurchased shares, was EUR 47,423,868.21.
As of the balance sheet date December 31, 2021, there is no valid authorisation by the Annual General Meeting of S&T AG to buy back further treasury shares.
The capital reserve mainly includes the premiums paid from capital increases carried out, the offsetting of differences from the acquisition or sale of non-controlling interests, and the offsetting entry of the personnel expenses recognised from the valuation of the share option programs.
Other equity components include changes in equity not recognised in profit or loss, such as revaluations in accordance with IAS 19, currency conversion differences and results from the subsequent measurement and revaluation of financial instruments.
The individual components of other comprehensive income break down into other equity components as follows:
| IN TEUR | OTHER COMPONENTS OF EQUITY |
DEBT INSTRUMENTS AT FAIR VALUE THROUGH OCI (IFRS 9) |
ACTUARIAL GAINS/ LOSSES ACC. IAS 19 |
MARKET VALUATION RESERVES |
ADJUSTEMENTS ITEMS FOR CURRENCY TRANSLATION |
|---|---|---|---|---|---|
| As of January 1, 2020 | -3,562 | 64 | -2,132 | 109 | -1,603 |
| Other result | |||||
| Unrealised profit/loss from currency translation |
-11,502 | 0 | 0 | 0 | -11,502 |
| Actuarial gains/losses acc. IAS 19 | -464 | 0 | -464 | 0 | 0 |
| Impairment of debt instruments at fair value through OCI |
-14 | -14 | 0 | 0 | 0 |
| Result from remeasurement of financial instruments measured at fair value through OCI |
-49 | 0 | 0 | -49 | 0 |
| As of December 31, 2020 | -15,591 | 50 | -2,596 | 60 | -13,105 |
| Other result | |||||
| Unrealised profit/loss from currency translation |
7,091 | 0 | 0 | 0 | 7,091 |
| Actuarial gains/losses acc. IAS 19 | 97 | 0 | 97 | 0 | 0 |
| Impairment of debt instruments at fair value through OCI |
-1 | -1 | 0 | 0 | 0 |
| Result from remeasurement of financial instruments measured at fair value through OCI |
-1 | 0 | 0 | -1 | 0 |
| As of December 31, 2021 | -8,405 | 49 | -2,499 | 59 | -6,014 |
Upon the proposal of the Management Board and the Supervisory Board, the Annual General Meeting of S&T AG on June 8, 2021 resolved to distribute a dividend of EUR 0.30 per dividend-bearing share from the net profit of S&T AG of EUR 49,835,371.04 reported in the separate financial statements according to the Austrian Commercial Code (UGB) as of December 31, 2020 and to carry forward the remaining amount to new account. As of Tuesday, June 15, 2021, stock exchange trading was ex-dividend. The dividend was paid as of June 17, 2021.
The non-controlling interests show the shares in the equity of subsidiaries attributable to other shareholders. The shares have developed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Non-controlling interests as of January 1 | 5,432 | 12,363 |
| Additons to non-controlling interests | 2 | 1,124 |
| Results for the period attributable to non-controlling interests | 704 | -986 |
| Acquistion of non-contolling interests | -307 | -4,175 |
| Dividends / distributions attributable to non-controlling interests | -1,018 | -2,467 |
| Other comprehensive income attributable to non-controlling interests | 829 | -979 |
| Disposal of non-contolling interests | -936 | 7 |
| Other changes | 0 | 545 |
| Non-controlling interests as of December 31 | 4,706 | 5,432 |
The acquisition of non-controlling interests in the amount of TEUR 307 results from the intra-group sale of RTSoft AO, Moscow, Russia to Affair OOO, Moscow, Russia and the associated increase in S&T AG's shareholding in RTSoft AO (see section A. "Changes in the group of consolidated companies in 2021").
The disposal of non-controlling interests due to deconsolidation relates to the sale of the 51% stake in S&T IT Services S.R.L. (formerly BASS Systems S.R.L.), Chisinau, Moldova, to the previous co-shareholder and a transfer of assets and liabilities to S&T Mold S.R.L., Chisinau, Moldova, agreed in the course of the sale of the stake (see section A. "Changes in the group of consolidated companies in 2021").
The table below shows summarised financial information before intercompany eliminations for each subsidiary with significant non-controlling interests. Due to the sale of S&T IT Services S.R.L. in the 2021 financial year and the transfer of assets and liabilities to S&T Mold S.R.L. in this context, the summarised financial information of S&T Mold S.R.L. is presented from the 2021 financial year onwards.
| IN TEUR | AFFAIR OOO (SUBGROUP) |
S&T MOLD S.R.L. |
|---|---|---|
| 31.12.2021 | 31.12.2021 | |
| Non-current assets | 17,061 | 10,484 |
| Current assets | 16,339 | 11,327 |
| Non-current liabilities | 227 | 157 |
| Current liabilities | 18,523 | 10,346 |
| Net assets | 14,650 | 11,308 |
| Ownership share/voting rights – share of non-controlling interests | 52.0% | 49.0% |
| Carrying amount of non-controlling interests | 3,044 | 1,751 |
| 1–12/2021 | 1–12/2021 | |
| Proportionate profit/loss attributable to non-controlling interests | 85 | 108 |
| Proportionate other comprehensive income attributable to non-controlling interests |
282 | 342 |
| Dividends attributable to non-controlling interests | 360 | 0 |
| IN TEUR | AFFAIR OOO (SUBGROUP) |
S&T IT SERVICES S.R.L. |
| 31.12.2020 | 31.12.2020 | |
| Non-current assets | 15,843 | 9,186 |
| Current assets | 12,507 | 13,915 |
| Non-current liabilities | 1,053 | 319 |
| Current liabilities | 13,234 | 12,558 |
| Net assets | 14,063 | 10,224 |
| Ownership share/voting rights – share of non-controlling interests | 52.0% | 49.0% |
| Carrying amount of non-controlling interests | 3,344 | 992 |
| 1–12/2020 | 1–12/2020 | |
| Proportionate profit/loss attributable to non-controlling interests | 87 | -1,113 |
| Proportionate other comprehensive income attributable to non-controlling interests |
-645 | -274 |
| Dividends attributable to non-controlling interests | 0 | 2,467 |
The items non-current financing liabilities and current financing liabilities include loans, overdrafts and bonded loans issued.
The financing liabilities reported in the balance sheet break down as follows:
| IN TEUR | 31.12.2021 | 31.12.2020 | ||||
|---|---|---|---|---|---|---|
| TOTAL | OF WHICH NON CURRENT |
OF WHICH CURRENT |
TOTAL | OF WHICH NON CURRENT |
OF WHICH CURRENT |
|
| Bonded loans | 167,500 | 167,500 | 0 | 160,000 | 160,000 | 0 |
| Acquisiton loans | 42,902 | 25,449 | 17,454 | 28,717 | 11,324 | 17,393 |
| Other loans | 54,452 | 45,428 | 9,024 | 49,809 | 47,525 | 2,285 |
| Overdrafts | 45,841 | 0 | 45,841 | 23,132 | 0 | 23,132 |
| Total financing liabilities | 310,695 | 238,376 | 72,319 | 261,658 | 218,848 | 42,810 |
In April 2019, S&T AG issued a bonded loan in the amount of TEUR 160,000 and a further bonded loan of TEUR 7,500 in March 2021. The issue was made in different tranches with different maturities or interest rate agreements.
| DURATION | INTEREST RATE AGREEMENT FIXED / VARIABLE | TRANCHE IN TEUR |
|---|---|---|
| Until April 17, 2024 | fixed interest / 1.046% | 75,000 |
| Until April 17, 2026 | fixed interest / 1.439% | 10,000 |
| Until April 17, 2024 | variable interest / 6mE + 100 bps | 49,000 |
| Until April 17, 2026 | variable interest / 6mE + 120 bps | 6,000 |
| Until April 30, 2026 | variable interest / 6mE + 120 bps | 20,000 |
| 160,000 | ||
| Until March 24, 2026 | fixed interest / 1.100% | 7,500 |
| Total bonded loans | 167,500 |
The existing bonded loan agreements and credit agreements contain contractual agreements in the amount of TEUR 167,500 for compliance with financial covenants, which require compliance with a consolidated equity ratio of greater than or equal to 30%. Failure to comply with this financial covenant entitles the lender to terminate the respective financing agreement. In addition, a "margin step-up" was agreed: If the ratio of net debt (including lease liabilities in accordance with IFRS 16) to EBITDA of the previous financial year is greater than 3 on the reporting date, the lender is entitled to an interest rate that is 50 basis points higher than the base conditions. As at the reporting date of December 31, 2021, the Group equity ratio was 31.3% and thus above the contractually stipulated threshold. Furthermore, the net debt to EBITDA ratio as at December 31, 2021, does not lead to an increase in the lenders' margin.
The acquisition loans existing as at December 31 break down as follows:
| IN TEUR | LOAN AMOUNT | MATURITY | INTEREST | AMORTISATION |
|---|---|---|---|---|
| Shares in Kontron Electronics GmbH / Kontron S&T AG |
30,000 | 31.03.2023 | 0.54% | quarterly |
| Shares in Kontron AG (Kontron S&T AG) | 45,000 | 31.03.2022 | 0.40% | quarterly |
| Shares in Iskratel | 37,500 | 31.12.2025 | 0.44% | quarterly |
| IN TEUR | 31.12.2021 | 31.12.2020 | ||||
|---|---|---|---|---|---|---|
| TOTAL | OF WHICH NON CURRENT |
OF WHICH CURRENT |
TOTAL | OF WHICH NON CURRENT |
OF WHICH CURRENT |
|
| Shares in Kontron Electronics GmbH / Kontron S&T AG |
8,823 | 1,764 | 7,059 | 15,884 | 8,824 | 7,060 |
| Shares in Kontron AG (Kontron S&T AG) | 2,500 | 0 | 2,500 | 12,500 | 2,500 | 10,000 |
| Shares in Iskratel | 31,579 | 23,684 | 7,895 | 0 | 0 | 0 |
| Shares in Affair OOO | 0 | 0 | 0 | 333 | 0 | 333 |
| Total | 42,902 | 25,448 | 17,454 | 28,717 | 11,324 | 17,393 |
The acquisitions of shares in Affair OOO, S&T Mold S.R.L. and the outstanding 50% share in S&T Serbia d.o.o. in the 2014 financial year were partly financed by loans. The loan, which provided for the pledging of the shares in Affair OOO as collateral, was repaid on schedule in financial year 2020.
In the 2018 financial year, a loan agreement for TEUR 30,000 was concluded with Raiffeisenlandesbank Oberösterreich, Raiffeisen Bank International AG and Raiffeisenlandesbank Steiermark AG for the purpose of refinancing the purchase of shares in Kontron Electronics GmbH and for financing the share purchase program concerning remaining free float shareholders of Kontron S&T AG, which was acquired in 2016. The loan is secured with bill of exchange guarantee from the Republic of Austria.
To refinance the acquisition costs for Kontron AG and for the acquisition of further shares in Kontron AG or Kontron S&T AG, a loan of TEUR 45,000 was taken out with Raiffeisenlandesbank Oberösterreich and Raffeisen Bank International AG in June 2017. The loan is 50% secured with bill of exchange guarantee commitments from the Republic of Austria.
The two equity financings with the Austrian Kontrollbank assuming liability in the original amount of EUR 45 million (acquisition of Kontron) and EUR 30 million (acquisition of Kontron Electronics GmbH) provide for a minimum equity ratio of 30% and a maximum ratio of net debt to EBITDA of 3.0. Both financial covenants were met as at December 31, 2021.
In the 2021 financial year, a loan agreement for TEUR 37,500 was concluded with Raiffeisenlandesbank Oberösterreich, Raiffeisen Bank International AG and Raiffeisenlandesbank Steiermark AG for the purpose of refinancing the purchase of shares in "Iskratel". The loan is secured by bill of exchange guarantees from the Republic of Austria and provides for a minimum equity ratio of 30% and a maximum net debt to EBITDA ratio of 3.0. Both covenants were met as at December 31, 2021.
A financing line of TEUR 30,000 was extended prematurely in the financial year 2019 by 2 years until June 30, 2023 and is fully utilised as of the reporting date of December 31, 2021. In the course of the extension, a fixed interest rate of 1.66% (from February 1, 2020 1.40%) was agreed.
The loan agreement provides for a minimum equity ratio of 25% as a financial covenant. Furthermore, the ratio of adjusted net debt to EBITDAR (Earnings before Taxes, Depreciation and Rent & Operating Lease Expenses) must not exceed 2.5. Both financial covenants were met as at the balance sheet date. In addition, the credit line is secured with liens in the amount of TEUR 3,500 and TEUR 2,000 on the building leasehold property Industriezeile 35, 4020, Linz.
As of October 3, 2017, S&T AG took out a loan of TEUR 693 in connection with the financing of software licences, which as of December 31, 2021, was outstanding in the amount of TEUR 115 (PY: TEUR 254). The loan is repayable monthly until October 31, 2022, at an interest rate of 0.0%.
A development support loan with a term until December 31, 2021 was repaid as scheduled.
The loans assumed in the course of the company acquisitions in the 2020 financial year amount to TEUR 16,481 as at the reporting date of December 31, 2021. These are a long-term financing line in the amount of TEUR 12,910 and an investment loan in the amount of TEUR 3,571. The loans mature on September 27, 2030 and December 31, 2031, respectively, and bear interest at a variable rate of 1.35% (6M-EURIBOR + 1.35%) and a fixed rate of 1.30%.
Both financings are secured with liens on office buildings.
As of December 31, 2021, the Group had short-term bank overdrafts totalling TEUR 45,841 (PY: TEUR 23,132). The interest rate for overdrafts ranges from 0.25% to 4.66% (PY: 0.0% to 9.25%).
To secure current account liabilities of subsidiaries, trade receivables of TEUR 1,255 (PY: TEUR 1,293) were assigned as part of a blanket assignment to secure these short-term financial liabilities and other assets amounting to TEUR 2,988 (PY: TEUR 1,957) were pledged. Furthermore, there are liens on buildings for utilised bank overdrafts in the amount of TEUR 405 (PY: TEUR 1,500).
In the case of the financing liabilities recognised on the reporting date, no payment disruptions occurred during the reporting period with regard to the redemption and interest payments, the redemption funds or the terms of redemption of the liabilities.
The other non-current financial liabilities reported in the balance sheet break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Lease liabilities | 39,105 | 44,864 |
| Liabilities from consideration ensuing from corporate acquisitions | 9,576 | 27,527 |
| Liabilities from corporate acquisitions | 1,377 | 1,869 |
| Liabilities due to a research support society | 3,996 | 3,598 |
| Other | 30 | 0 |
| Total other non-current financial liabilities | 54,084 | 77,858 |
The lease liabilities developed as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| As of January 1 | 68,163 | 70,850 |
| Additions | 14,001 | 16,914 |
| Additions through changes in consolidated companies | 320 | 3,888 |
| Disposals | -2,860 | -2,931 |
| Increase in interest | 1,413 | 1,716 |
| Payments | -19,038 | -22,274 |
| As of December 31 | 61,999 | 68,163 |
| Of which current | 22,894 | 23,299 |
| Of which non-current | 39,105 | 44,864 |
Possible future cash outflows of TEUR 3,126 (PY: TEUR 6,013) were not included in the lease liability, as it is not sufficiently certain that the lease contracts will be extended.
The total amount of lease payments in the financial year 2021 was TEUR 22,184 (PY: TEUR 23,239), of which TEUR 2,896 (PY: TEUR 727) related to short-term leases with a maximum term of twelve months; TEUR 250 (PY: TEUR 238) was spent on leases for assets of low value.
Income from the subleasing of rights of use amounted to TEUR 71 in the current financial year (PY: TEUR 361).
Non-current liabilities for contingent consideration from company acquisitions amount to TEUR 9,576 (PY: TEUR 27,527) as at the balance sheet date of December 31, 2021 and mainly relate to the acquisition of the Iskratel Group in the previous year in the amount of TEUR 9,275.
The decrease in non-current liabilities for contingent consideration totalling TEUR 17,951 results in TEUR 7,200 from the acquisition of the outstanding 44.5% shares in CITYCOMP Service GmbH, Germany. In December 2021, S&T AG exercised the declaration of acceptance of the option agreement and acquired the remaining 44.5% in CITYCOMP Service GmbH. The exercise price of the call option amounted to TEUR 7,200 and was thus TEUR 5,099 lower than the amount recognised as a liability for the put option. Accordingly, the
long-term liability for contingent consideration had to be derecognised.
Due to the change in maturity and the associated reclassification to current, the non-current consideration from the acquisition of the Iskratel Group decreased by TEUR 7,196.
The fair value of the contingent consideration as at December 31, 2021, represents management's best estimate and is determined using the discounted cash flow method. It represents a Level 3 fair value.
The contingent consideration of TEUR 16,683 from the acquisition of 100% of the shares in the Iskratel Group, headquartered in Kranj, Slovenia, is calculated from the earnings before interest, taxes, depreciation and amortisation (EBITDA) of the financial years 2021 and 2022 for the Iskratel subgroup. The valuation as at the balance sheet date was based on the planning valid at the time of acquisition.
The significant inputs used in determining the fair value of the contingent consideration are as follows:
The financial obligation existing on the previous reporting date from a put option agreement on the acquisition of 44.5% of the shares in CITYCOMP Service GmbH in the amount of TEUR 11.459 was to be derecognised in the 2021 financial year due to the exercise of the option agreement.
Valuation techniques and inputs used in determining Level 3 fair values:
| FINANCIAL INSTRUMENTS | EVALUATION PROCEDURE | INPUT PARAMETERS |
|---|---|---|
| Other non-current financial liabilities | Discounted cash flow method | Revenues and results of strategic corporate planning, risk-adequate interest rate before taxes |
The development of the Level 3 fair values is as follows:
| IN TEUR | CURRENT PORTION | NON-CURRENT PORTION | TOTAL |
|---|---|---|---|
| As of January 1, 2020 | 3,872 | 4,516 | 8,388 |
| Addition (acquisition) | 2,751 | 26,276 | 29,027 |
| Recognised as income | -4,395 | -214 | -4,609 |
| Recognised as expenses | 163 | 0 | 163 |
| Interest expenses | 72 | 788 | 860 |
| Payment | -2,587 | 0 | -2,587 |
| Reclassification | 3,839 | -3,839 | 0 |
| Derecognition | -349 | 0 | -349 |
| As of December 31, 2020 | 3,366 | 27,527 | 30,893 |
| Addition (acquisition) | 310 | 301 | 611 |
| Recognised as income | -1,876 | -5,567 | -7,443 |
| Recognised as expenses | 153 | 0 | 153 |
| Interest expenses | 378 | 1,741 | 2,119 |
| Payment | -1,810 | -7,230 | -9,040 |
| Reclassification | 7,196 | -7,196 | 0 |
| As of December 31, 2021 | 7,717 | 9,576 | 17,293 |
The other non-current liabilities shown in the balance sheet break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Contract liabilities | 16,952 | 16,323 |
| Other | 488 | 661 |
| Total of contract liabilities and other non-current liabilities | 17,440 | 16,984 |
The provisions reported in the balance sheet break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Provisions for pension commitments | 9,962 | 10,253 |
| Provisions for severance payments | 11,504 | 11,521 |
| Provisions for jubilee payments | 2,068 | 2,027 |
| Provisions for guarantees and warranty services | 1,364 | 2,852 |
| Other non-current provisons | 157 | 193 |
| Non-current provisions as of December 31 | 25,056 | 26,846 |
| Provisions for guarantees and warranty services | 8,918 | 9,348 |
| Provisions for pending losses | 8,479 | 13,125 |
| Provisions for legal and trial costs | 8,007 | 7,011 |
| Other current provisons | 6,032 | 10,989 |
| Current provisions as of December 31 | 31,436 | 40,473 |
| Total provisions as of December 31 | 56,492 | 67,319 |
Defined benefit pension commitments exist towards employees of the S&T Group in Germany and France.
Legal framework and description of commitments:
In Germany, the legal framework for occupational pension schemes is provided by the Occupational Pensions Act (BetrAVG), which sets out the minimum legal requirements for occupational pension schemes. In addition, regulations and rulings from labour law must be followed. The pension scheme is a pension paid out as a retirement pension, early retirement pension, disability pension for reduced earning capacity or survivor's pension.
As of the reporting date, 9 employees at Kontron Europe GmbH and 45 employees at Kontron Transportation Deutschland GmbH participate in pension plans. The pension obligations of these companies are not covered by plan assets, which is normal market practice for smaller companies. The average term of the pension obligations at Kontron Europe GmbH is 1.47 years, and 21.5 years at Kontron Transportation Deutschland GmbH.
The benefit plan in place at Kontron AIS GmbH as at the reporting date, in which 3 employees participate, is covered by plan assets. The plan assets consist of independently managed pension fund assets. The term of the benefit plan is 13.21 years.
Due to legal and collective bargaining provisions in France, Kontron Modular Computers S.A.S. as well as Kontron Transportation France S.A.S. are obliged to make one-off payments to their employees upon retirement. The payments are regulated by collective agreements and are based on the length of service and the final salary before retirement. An employee who retires from the company early, whether voluntarily or initiated by the employer, will not receive any payment. As of the reporting date, 95 employees at Kontron Modular Computers S.A.S. and 128 employees at Kontron Transportation France S.A.S. (PY: 126 employees) participate in the plans.
Significant risks from the defined benefit commitments, which could primarily result from interest rate developments and longevity, are not expected.
Composition and development of the provision:
The following table shows the development of the pension obligation and the plan assets for the defined benefit plans.
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Pension obligations (DBO) as of January 1 | 11,564 | 10,686 |
| Change of valuation method | -352 | 0 |
| Ongoing service costs | 300 | 277 |
| Interest expenses | 71 | 95 |
| Subtotal recognised in net income | 19 | 372 |
| Remeasurement: actuarial gains (-) / losses (+) | ||
| due to demographic assumtions | 6 | -1 |
| due to financial assumptions | -221 | 517 |
| due to experience-caused corrections | 230 | 84 |
| Subtotal contained in other comprehensive income | 16 | 600 |
| Pension payments made | -348 | -94 |
| Pension obligations (DBO) as of December 31 | 11,251 | 11,564 |
| Market value of plan assets as of December 31 | -1,289 | -1,311 |
| Net liabilities from pension obligations as of December 31 | 9,962 | 10,253 |
In 2021, the IFRS IC published its agenda decision "Attributing Benefit to Periods of Service (IAS 19)", in which it addressed the period over which the service cost for a specific defined benefit plan is to be allocated. The decision resulted in a reduction of pension obligations at the two subsidiaries in France in the amount of TEUR 352.
The fair value of the plan assets decreased by TEUR 22 to TEUR 1,289 in the reporting period (PY: TEUR 1,311). Of this change in value, TEUR 10 (PY: TEUR 17) was recognised in the financial result and TEUR 25 (PY: TEUR 71) in other comprehensive income. The pension benefits paid from the plan assets amounted to TEUR 57 (PY: TEUR 57).
On actuarial gains and losses in the period amounting to TEUR 38 (PY: TEUR -600), deferred taxes of TEUR -17 (PY: TEUR 99) were recognised in other comprehensive income.
The valuation of the obligation is based on the following actuarial assumptions:
| ACTUARIAL ASSUMPTIONS 2021 | GERMANY | FRANCE |
|---|---|---|
| Discount factor | 1.00%-1.07% | 0.80% |
| Remuneration trend | 0.00%-2.00% | 2.00%-2.40% |
| Pension trends | 1.75%-2.00% | n.a. |
| ACTUARIAL ASSUMPTIONS 2020 | GERMANY | FRANCE |
|---|---|---|
| Discount factor | 0.75% | 0.40%-0.59% |
| Remuneration trend | 0.00%-2.00% | 1.50%-2.00% |
| Pension trend | 1.75%-2.00% | n.a. |
The projected unit credit method is used as the actuarial valuation method. The calculations are based on the INSEE 2015–2017 for France (December 31, 2020: INSEE 2014–2016) and the 2018 G mortality tables by K. Heubeck for Germany.
The sensitivity analysis of the basic assumptions results in the following amounts:
| CHANGE OF ASSUMPTION |
INCREASE OF ASSUMPTION |
REDUCTION OF ASSUMPTION |
|
|---|---|---|---|
| 31.12.2021 | |||
| Discount factor | 0.50% | -786 | 885 |
| Future increases of remuneration | 0.50% | 311 | -293 |
| Pension trend | 1.00% | 685 | -561 |
| 31.12.2020 | |||
| Discount rate | 0.50% | -846 | 954 |
| Future increases of remuneration | 0.50% | 535 | -484 |
| Pension trend | 1.00% | 703 | -574 |
The increase in life expectancy by one year leads to an increase in the total obligation in the amount of TEUR 241.
The following amounts are expected to be paid in the next 10 years in connection with pension benefits:
| WITHIN THE NEXT 12 MONTH | BETWEEN 2 AND 5 YEARS | BETWEEN 5 AND 10 YEARS | TOTAL |
|---|---|---|---|
| 415 | 1,779 | 3,144 | 5,337 |
Obligations from severance payments for employees in Austria whose employment began before January 1, 2003 are covered by defined benefit plans. These are one-off severance payments that have to be paid to employees due to labour law regulations when employees are dismissed and regularly when they retire. The amount depends on the number of years of service and the amount of remuneration.
Obligations from severance payments for employees in foreign subsidiaries also represent one-off severance payments due to labour law regulations that must be paid upon termination of the employment relationship. The amount of the entitlement depends on the length of service and the amount of remuneration.
The valuation of the obligation is based on the following actuarial assumptions:
| ACTUARIAL ASSUMPTIONS 2021 | AUSTRIA | POLAND | SLOVENIA |
|---|---|---|---|
| Discount factor | 0.95% | 3.40% | 0.80% |
| Biometric calculation basis | AVÖ 2018-P for sal aried employees |
Polish Life Expectancy Tables 2020 |
Mortality Tables Slovenia 2007 |
| Fluctuation | No fluctuation taken into account |
age-dependent: 0.00% - 12.90% |
age-dependent: 0.00% - 17.00% |
| Salary increases | 2.00% | 4.00% | 2.00% - 2.30% |
| ACTUARIAL ASSUMPTIONS 2020 | AUSTRIA | POLAND | SLOVENIA |
| Discount factor | 0.50%-0.65% | 1.50% | 0.18%-0.34% |
| Biometric calculation basis | AVÖ 2018-P for sal aried employees |
Polish Life Expectancy Tables 2016 |
Mortality Tables Slovenia 2007 |
| Fluctuation | No fluctuation taken into account |
age-dependent: 2.00% - 20.00% |
age-dependent: 0.00% - 10.00% |
| Salary increases | 2.00% | 3.00% | 2.00% - 3.50% |
The development of the present value of the severance payments obligations is as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Present value of the severance payments obligations as of January 1 | 11,521 | 10,530 |
| Service costs | 423 | 369 |
| Interest expenses | 59 | 82 |
| Revaluations | -152 | -11 |
| Benefits paid | -532 | -1,090 |
| Changes in consolidated companies | 158 | 1,658 |
| Changes from currency translation | 27 | -17 |
| Present value of the severance payments obligations as of December 31 | 11,504 | 11,521 |
The service cost is recognised in the consolidated income statement under personnel expenses; the interest expense is recognised under finance expenses.
The revaluations are made up as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Alterations in demographic assumtions | -158 | 13 |
| Alterations in financial assumptions | -163 | 180 |
| Adjustments based on experience | 169 | -204 |
| Profits (+) / losses (-) recognised from revaluations | -152 | -11 |
The gains/losses from revaluations are recognised in other comprehensive income (OCI) in equity in the period in which they occur.
A sensitivity analysis of the actuarial assumptions considered material for the calculation of the expected defined benefit obligation shows the effects on the present value of the obligation as presented below:
| CHANGE OF ASSUMPTION |
INCREASE OF ASSUMPTION |
REDUCTION OF ASSUMPTION |
|
|---|---|---|---|
| 31.12.2021 | |||
| Discount rate | 0.25% | -269 | 246 |
| Future increases of remuneration | 0.25% | 256 | -235 |
| 31.12.2020 | |||
| Discount rate | 0.25% | -316 | 331 |
| Future increases of remuneration | 0.25% | 317 | -305 |
The sensitivity analysis is based on the change of one assumption while keeping all other assumptions constant. In reality, however, it is rather unlikely that these influencing variables do not correlate.
For employees in Austria whose employment began on or after January 1, 2003, contributions amounting to 1.53% of remuneration are paid to an external employee pension fund. The payments for this defined contribution plan amounted to TEUR 434 in the 2021 financial year (PY: TEUR 417) and were recognised in personnel expenses.
Other non-current provisions developed as follows in the reporting year:
| IN TEUR | GUARANTEES AND OTHERS WARRANTIES |
TOTAL | |
|---|---|---|---|
| As of January 1, 2020 | 2,709 | 7,319 | 10,028 |
| Change in companies consolidated | 116 | 333 | 449 |
| Addition | 658 | 605 | 1,263 |
| Reclassification | -225 | -2,982 | -3,207 |
| Usage | -233 | -1,975 | -2,208 |
| Release | -132 | -1,079 | -1,211 |
| Currency translation difference | -41 | -1 | -42 |
| As of December 31, 2020 | 2,852 | 2,220 | 5,072 |
| Addition | 449 | 577 | 1,026 |
| Reclassification | -1,260 | -14 | -1,274 |
| Usage | -15 | -582 | -597 |
| Release | -700 | -16 | -716 |
| Currency translation difference | 38 | 40 | 78 |
| As of December 31, 2021 | 1,364 | 2,225 | 3,589 |
The other non-current provisions shown in the table above also include provisions for anniversary bonuses.
| IN TEUR | GUARANTEES AND WARRANTIES |
LEGAL AND TRIAL COSTS |
PENDING LOSSES |
RESTRUC TURING |
OTHERS | TOTAL |
|---|---|---|---|---|---|---|
| As of January 1, 2020 | 5,057 | 14,026 | 11,541 | 7,082 | 16,678 | 54,384 |
| Change in companies consolidated |
369 | 79 | 1,156 | 0 | 514 | 2,118 |
| Addition | 2,529 | 248 | 5,481 | 0 | 3,640 | 11,898 |
| Reclassification | 4,703 | -323 | 3,756 | -11 | -4,918 | 3,207 |
| Usage | -2,431 | -5,962 | -7,229 | -3,126 | -2,852 | -21,600 |
| Release | -586 | -582 | -1,363 | -3,921 | -2,097 | -8,549 |
| Currency translation difference |
-293 | -475 | -217 | -24 | 24 | -985 |
| As of December 31, 2020 | 9,348 | 7,011 | 13,125 | 0 | 10,989 | 40,473 |
| Change in companies consolidated |
218 | 0 | 1,590 | 0 | 69 | 1,877 |
| Addition | 1,685 | 226 | 1,213 | 0 | 2,506 | 5,630 |
| Reclassification | 1,260 | 1,398 | 14 | 0 | -1,398 | 1,274 |
| Usage | -3,243 | -499 | -6,690 | 0 | -4,535 | -14,967 |
| Release | -569 | -131 | -910 | 0 | -1,629 | -3,239 |
| Currency translation difference |
219 | 2 | 137 | 0 | 30 | 388 |
| As of December 31, 2021 | 8,918 | 8,007 | 8,479 | 0 | 6,032 | 31,436 |
The additions from the change in the scope of consolidation in the 2021 financial year result primarily from the acquired companies PSB IT-Service GmbH and Axino Solutions GmbH.
The development of other non-current and current provisions for the 2020 financial year also includes, in the additions and reversals, adjustments that are immaterial from the Group's perspective from the finalisation in 2020 of the purchase price allocations that were only provisionally recognised in the 2019 consolidated financial statements. These changes therefore had no effect on the consolidated income statement for the 2020 financial year.
The provisions for product warranties cover the expected warranty claims for sold products during the warranty period.
Provisions for legal and litigation costs mainly include provisions for potential litigation, settlements and penalties for critical projects.
The provision for pending losses includes the risks from the valuation of the regular projects. This also includes project follow-up costs for customer projects that have already been accepted.
The provision for restructuring related to the business units "Kapsch CarrierCom" and "Kapsch PublicTransportCom" acquired in the financial year 2019. The restructuring was completed in the 2020 financial year.
Trade payables are non-interest bearing and all have a remaining term of up to one year.
Other current financial liabilities break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Current leasing liabilities | 22,894 | 23,299 |
| Current component of conditional consideration | 7,717 | 3,366 |
| Liabilities from the acquisition of companies | 1,027 | 525 |
| Debitors with credit balances and credits due to clients | 530 | 649 |
| Deferred liabilities – others | 6,045 | 9,894 |
| Derivate financial instruments | 0 | 16 |
| Other interest bearing loans | 8,523 | 8,307 |
| Others | 976 | 431 |
| Total other current financial liabilities | 47,712 | 46,487 |
Other current liabilities break down as follows:
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Liabilities from value added tax and wage taxes | 19,805 | 15,582 |
| Liabilities due to employees | 34,813 | 32,257 |
| Liabilities from social charges | 4,827 | 4,401 |
| Current income tax liabilities | 4,307 | 6,890 |
| Prepayments received | 1,991 | 1,945 |
| Others | 8,498 | 12,825 |
| Total of other current liabilities | 74,241 | 73,900 |
E.
The consolidated cash flow statement shows the origin and use of cash flows, broken down into cash flow from operating activities and cash flow from investing and financing activities.
Cash and cash equivalents in the consolidated statement of cash flows comprise all cash and cash equivalents reported in the consolidated balance sheet, i.e.cash on hand and bank balances, to the extent that they are available within three months from the date of deposit, less liabilities from bank overdrafts to the extent that these form an integral part of the company's cash management, and restricted bank balances.
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Cash on hand | 76 | 73 |
| Credit balances at banks | 296,436 | 281,836 |
| Cash and cash equivalents according to consolidated balance sheet | 296,512 | 281,909 |
| Overdrafts | -24,181 | -23,132 |
| Restricted cash | -4,397 | -3,826 |
| Total cash and cash equivalents | 267,934 | 254,951 |
Cash flows from investing and financing activities are determined on a cash-related basis, while cash flows from operating activities are indirectly derived from earnings before income taxes. Interest received is attributed to the investment activity, interest paid is attributed to the financing activity. The repayment of lease liabilities is reported in the cash flow from financing activities under the item "Decrease in financing liabilities and financial liabilities".
Refer to Section A for information on the cash-effectiveness of business acquisitions.
The following table shows the Group's financing liabilities and liabilities from bank overdrafts to the extend that these do not form an integral part of the company's cash management as well as liabilities from leases, broken down into their cash and non-cash portions:
| IN TEUR CASH EFFECTIVE CHANGES |
NON-CASH EFFECTIVE CHANGES | ||||
|---|---|---|---|---|---|
| 01.01.2021 | New leases | Other changes | 31.12.2021 | ||
| Bonded loans | 160,000 | 7,500 | 0 | 0 | 167,500 |
| Acquisition- and other loans and overdrafts |
78,526 | 40,562 | 0 | -74 | 119,014 |
| Lease liabilities | 68,163 | -19,038 | 14,001 | -1,127 | 61,999 |
| Total liabilities from financial activities |
306,689 | 29,024 | 14,001 | -1,201 | 348,513 |
| IN TEUR | CASH EFFECTIVE CHANGES |
NON-CASH EFFECTIVE CHANGES | |||
|---|---|---|---|---|---|
| 01.01.2020 | New leases | Other changes | 31.12.2020 | ||
| Bonded loans | 160,000 | 0 | 0 | 0 | 160,000 |
| Acquistion- and other loans and overdrafts |
80,422 | -20,757 | 0 | 18,861 | 78,526 |
| Lease liabilities | 70,850 | -22,274 | 16,914 | 2,673 | 68,163 |
| Total liabilities from financial activities |
311,272 | -43,031 | 16,914 | 21,534 | 306,689 |
The lease liabilities are reported under the balance sheet items other current and non-current financial liabilities.
The other changes in the financial year 2021 include non-cash effective changes from company acquisitions amounting to TEUR 327 (PY: TEUR EUR 22,787), a reduction in lease liabilities due to the early termination of leases in the amount of TEUR 2,431 (PY: TEUR 2,931), the accrual of interest on lease liabilities of TEUR 1,413 (PY: TEUR 1,716) as well as currency effects, especially concerning the leasing liabilities.
The S&T Group has the following reportable operating segments as of December 31, 2021:
EBITDA and gross profit (revenues less expenses for material and other services purchased) of the operating segments are monitored separately by management on the basis of IFRS in order to make decisions on the allocation of resources and to determine the profitability of the segments. The development of the segments is assessed on the basis of EBITDA and gross profit and evaluated in accordance with the Group EBITDA and gross profit in the consolidated financial statements.
In the financial year 2021, a change in segment reporting was made within the S&T Group. In line with the change in internal corporate management and decision-making with regard to the allocation of resources, S&T Slovenija d.d. has been allocated to the "IoT Solutions Europe" segment as of the previous financial year. Prior to this change, S&T Slovenija d.d. was allocated to the "IT Services" segment; the previous year's figures have been adjusted accordingly.
The transfer prices between the business segments are based on acquisition or production costs on the basis of normal capacity utilisation plus a uniform Group mark-up.
| 2021 IN TEUR |
IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
CONSOLIDATION/ RECONCILIATION |
TOTAL |
|---|---|---|---|---|---|
| Total revenues | 577,368 | 813,652 | 115,411 | 1,506,431 | |
| Internal revenues | -18,542 | -134,185 | -11,751 | -164,479 | |
| Revenues | 558,826 | 679,467 | 103,660 | 1,341,953 | |
| Gross profit | 181,543 | 278,786 | 29,894 | 490,223 | |
| EBITDA before HQ-Charging | 51,359 | 73,719 | 1,191 | 126,270 | |
| EBITDA after HQ-Charging | 60,229 | 67,449 | -1,409 | 126,270 | |
| Depreciation and amortisation | -63,593 | -63,593 | |||
| Finance income | 1,586 | 1,586 | |||
| Finance expenses | -10,039 | -10,039 | |||
| Result from associated companies | 0 | 0 | |||
| Income taxes | -5,260 | -5,260 | |||
| Result for the period | 48,964 | 48,964 | |||
| Segment assets | 460,797 | 589,268 | 81,223 | 1,131,288 | |
| Segment liabilities | 568,515 | 338,897 | 21,458 | 928,870 | |
| Segment investments | 17,624 | 24,216 | 5,448 | 47,288 |
| 2020 IN TEUR |
IT SERVICES | IOT SOLUTIONS EUROPE |
IOT SOLUTIONS AMERICA |
CONSOLIDATION/ RECONCILIATION |
TOTAL |
|---|---|---|---|---|---|
| Total revenues | 541,963 | 717,491 | 152,017 | 1,411,471 | |
| Internal revenues | -18,421 | -112,264 | -25,981 | -156,666 | |
| Revenues | 523,542 | 605,226 | 126,036 | 1,254,804 | |
| Gross profit | 153,492 | 256,026 | 46,239 | 455,757 | |
| EBITDA before HQ-Charging | 39,313 | 74,080 | 16,649 | 130,043 | |
| EBITDA after HQ-Charging | 47,224 | 68,736 | 14,083 | 130,043 | |
| Depreciation and amortisation | -61,465 | -61,465 | |||
| Finance income | 1,595 | 1,595 | |||
| Finance expenses | -9,256 | -9,256 | |||
| Result from associated companies | -229 | -229 | |||
| Income taxes | -6,065 | -6,065 | |||
| Result for the period | 54,623 | 54,623 | |||
| Segment assets | 421,292 | 547,923 | 77,328 | 1,046,542 | |
| Segment liabilities | 502,575 | 301,719 | 32,862 | 837,156 | |
| Segment investments | 8,216 | 22,687 | 6,152 | 37,055 |
"EBITDA before HQ-Charging" represents EBITDA before expenses for headquarters are cleared by S&T AG, while "EBITDA after HQ-Charging" contains all costs. Further, the "IT services" segment comprises all costs ensuing from S&T AG (expenses for headquarters) that cannot be apportioned among the other segments due to functionalities. The effects upon consolidated income that are not directly associated with the operative businesses of the segments are therefore also reported in the "IT Services" segment.
Segment assets comprise current and non-current assets without allocation of goodwill, investments and securities.
Segment liabilities comprise current and non-current liabilities.
| 2021 | 2020 | |||
|---|---|---|---|---|
| REVENUES | NON-CURRENT ASSETS |
REVENUES | NON-CURRENT ASSETS |
|
| Germany | 232,520 | 75,671 | 216,126 | 80,970 |
| Austria | 108,211 | 44,658 | 102,920 | 42,886 |
| North America | 98,276 | 23,236 | 121,566 | 22,723 |
| Hungary | 92,155 | 8,905 | 75,641 | 8,387 |
| Poland | 82,349 | 10,693 | 96,438 | 11,429 |
| Russia | 68,857 | 9,983 | 51,471 | 11,464 |
| Romania | 68,665 | 10,543 | 45,127 | 3,798 |
| Czech Republic | 68,245 | 3,274 | 57,863 | 3,463 |
| Slovenia | 66,077 | 37,675 | 38,293 | 34,532 |
| China | 54,058 | 2,838 | 41,744 | 742 |
| Croatia | 49,388 | 2,599 | 68,316 | 3,869 |
| France | 42,256 | 14,803 | 42,625 | 16,860 |
| Switzerland | 40,242 | 2,469 | 39,766 | 3,062 |
| Great Britain | 32,505 | 1,040 | 37,371 | 1,325 |
| Bulgaria | 22,042 | 423 | 15,748 | 225 |
| Other countries | 216,106 | 9,145 | 203,790 | 12,214 |
| 1,341,953 | 257,955 | 1,254,804 | 257,949 |
The presentation of non-current assets includes property, plant and equipment, intangible assets as well as non-current contract assets and other non-current assets.
The presentation of revenues by geographical area is based on the respective headquarters of the customer.
The Group did not generate 10% or more of the reported revenues with any single external customer.
The following table shows the carrying amounts of all financial instruments recognised in the consolidated financial statements by category in accordance with IFRS 9:
| MEASUREMENT CATEGORY ACC. IFRS 9 | CARRYING AMOUNT 31.12.2021 |
FAIR VALUE 31.12.2021 |
||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | at amortised costs | 296,512 | 296,512 | |
| Trade receivables | ||||
| of which: | at amortised costs | 215,513 | 215,513 | |
| of which: | FV through OCI (with recycling) | 17,033 | 17,033 | |
| FV hierarchy | LEVEL 3 | |||
| Other current financial assets | ||||
| of which: | at amortised costs | 19,577 | 19,577 | |
| of which: | FV through profit and loss | 325 | 325 | |
| FV hierarchy | LEVEL 2 | |||
| Other non-current financial assets | ||||
| of which: | at amortised costs | 9,900 | 9,900 | |
| of which: | FV through profit and loss | 961 | 961 | |
| FV hierarchy | LEVEL 3 | |||
| of which: | FV through OCI (with recycling) | 305 | 305 | |
| FV hierarchy | LEVEL 1 | |||
| LIABILITIES | ||||
| Other current financial liabilities | ||||
| of which: | at amortised costs | 31,472 | 31,472 | |
| of which: | FV through profit and loss | 7,717 | 7,717 | |
| FV hierarchy | LEVEL 3 | |||
| Trade payables | at amortised costs | 269,975 | 269,975 | |
| Current financing liabilities | at amortised costs | 72,319 | 72,319 | |
| Non-current financing liabilities | at amortised costs | 238,376 | 227,753 | |
| Other non-current finacial liabilities | ||||
| of which: | at amortised costs | 44,508 | 44,508 | |
| of which: | FV through profit and loss | 9,576 | 9,576 | |
| FV hierarchy | LEVEL 3 |
| MEASUREMENT CATEGORY ACC. IFRS 9 | CARRYING AMOUNT 31.12.2020 |
FAIR VALUE 31.12.2020 |
||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | at amortised costs | 281,909 | 281,909 | |
| Trade receivables | ||||
| of which: | at amortised costs | 186,800 | 186,800 | |
| of which: | FV through OCI (with recycling) | 15,072 | 15,072 | |
| FV hierarchy | LEVEL 3 | |||
| Other current financial assets | ||||
| of which: | at amortised costs | 10,198 | 10,198 | |
| of which: | FV through profit and loss | 8 | 8 | |
| FV hierarchy | LEVEL 2 | |||
| Other non-current financial assets | ||||
| of which: | at amortised costs | 10,126 | 10,126 | |
| of which: | FV through profit and loss | 293 | 293 | |
| FV hierarchy | LEVEL 3 | |||
| of which: | FV through OCI (with recycling) | 310 | 310 | |
| FV hierarchy | LEVEL 1 | |||
| LIABILITIES | ||||
| Other current financial liabilities | ||||
| of which: | at amortised costs | 43,105 | 43,105 | |
| of which: | FV through profit and loss | 3,382 | 3,382 | |
| FV hierarchy | LEVEL 3 | |||
| Trade payables | at amortised costs | 210,011 | 210,011 | |
| Current financing liabilities | at amortised costs | 42,810 | 42,810 | |
| Non-current financing liabilities | at amortised costs | 218,848 | 227,753 | |
| Other non-current finacial liabilities | ||||
| of which: | at amortised costs | 50,331 | 50,331 | |
| of which: | FV through profit and loss | 27,527 | 27,527 | |
| FV hierarchy | LEVEL 3 |
The fair value of the non-current financing liabilities was determined using a DCF method and a discount rate in line with the market. The own credit risk as at December 31, 2021 was assessed as immaterial.
The primary objective of the Group's capital management is to ensure that, in order to support its operations and maximise shareholder value, it has a credit rating with banks that enables it to obtain debt financing at the lowest possible cost. From the management's point of view, a key indicator for achieving the credit rating is the equity ratio in the Group. As at the reporting date, the Group equity ratio was 31.3% (PY: 32.8%). Management monitors capital using the debt-equity ratio, which is the ratio of net financial debt to the sum of equity and net financial debt. Monitoring is carried out as part of the monthly reporting of the Group companies and is reported to the Executive Board. As of the reporting date, net financial liabilities amounted to TEUR 632,358 (PY: TEUR 555,248) and the sum of equity and net financial liabilities to TEUR 1,055,621 (PY: TEUR 964,718), resulting in a gearing ratio of 60% (PY: 58%). Net financial debt includes interest-bearing loans, trade payables and other liabilities less cash and short-term deposits. Equity comprises the equity reported in the balance sheet. If necessary, the Group may increase the equity ratio within the framework of the authorised capital by issuing new shares. The Group manages its capital structure and makes adjustments taking into account changes in the economic environment. In order to maintain or adjust the capital structure, the Group may make adjustments to dividend payments to shareholders or issue new shares.
| IN TEUR | 2021 | 2020 |
|---|---|---|
| Equity | 423,263 | 409,470 |
| Total equity and liabilities | 1,352,133 | 1,246,627 |
| Equity ratio | 31.3% | 32.8% |
| Non-current liabilities | 348,162 | 353,807 |
| Current liabilities | 580,708 | 483,350 |
| 928,870 | 837,157 | |
| Cash and cash equivalents | -296,512 | -281,909 |
| Net financial liabilities | 632,358 | 555,248 |
| Equity | 423,263 | 409,470 |
| Equity and net financial liabilities | 1,055,621 | 964,718 |
| Debt ratio | 59.9% | 57.6% |
As of December 31, 2021, no changes have been made to the objectives, policies and procedures. The financial ratios required by the banks for the granting of framework credit lines were met.
The main financial liabilities used by the Group – except for derivative financial instruments – include bank loans, bonded loans and short-term overdraft facilities, lease liabilities, trade payables and other liabilities. The main purpose of these financial liabilities is to finance the Group's operations. The Group has various financial assets, such as trade receivables, other receivables, as well as cash and current deposits, which result directly from its business activities.
In addition, the Group has derivative financial instruments that are used to hedge against currency and interest rate risks arising from the Group's business activities and its sources of financing. Trading in derivatives for speculative purposes is not conducted in accordance with the Group's internal guidelines.
The Group is exposed to market, credit and liquidity risks. The management of these risks is the responsibility of the Group's management. The management decides on strategies and procedures to control individual types of risk, which are presented below.
The Group continuously monitors the risk of a possible liquidity bottleneck by means of liquidity planning in order to identify any financing requirements at an early stage and to coordinate them with its banking partners.
The Group's objective is to maintain a balance between continuously meeting its funding needs and ensuring flexibility through the use of short-term overdraft facilities and other sources of funding.
As of December 31, 2021, the Group's financial liabilities have the following maturities. The figures are based on the contractual, non-discounted payments.
| 2021 | UP TO 1 YEAR | FROM 1 TO 5 YEARS | MORE THAN 5 YEARS | TOTAL |
|---|---|---|---|---|
| Financing liabilities | 60,672 | 251,319 | 7,526 | 319,517 |
| Lease liabilities | 23,532 | 43,003 | 1,441 | 67,976 |
| Trade payables | 269,975 | 0 | 0 | 269,975 |
| Other financial liabilities | 24,818 | 16,326 | 0 | 41,144 |
| 378,997 | 310,648 | 8,967 | 698,612 | |
| 2020 | UP TO 1 YEAR | FROM 1 TO 5 YEARS | MORE THAN 5 YEARS | TOTAL |
| Financing liabilities | 41,457 | 182,752 | 45,773 | 269,982 |
| Lease liabilities | 24,049 | 47,431 | 3,442 | 74,922 |
| Trade payables | 210,011 | 0 | 0 | 210,011 |
| Other financial liabilities | 23,162 | 37,608 | 0 | 60,770 |
The carrying amount of financing liabilities as of December 31, 2021 is TEUR 310,695 (PY: TEUR 261,658) and consists of non-current financing liabilities of TEUR 238,376 (PY: TEUR 218,848) and from short-term bank loans and overdraft facilities amounting to TEUR 72,319 (PY: TEUR 42,810). The interest accrued for interest-bearing liabilities amounts to TEUR 9,999 (PY: TEUR 8,904).
The S&T Group uses a reverse factoring program for supplier financing in selected Group companies and for certain suppliers. These agreements may also lead to greater utilisation of existing payment terms. The liabilities remain part of the working capital used in the normal operating cycle of the company. However, in balance sheet terms as well as in terms of civil law, there are no effects that result in a reclassification of trade payables to another type of liability in the balance sheet.
The agreement does not result in any extension of existing payment terms (these are generally between 60 and 120 days) and the liabilities covered relate exclusively to the purchase of inventories for production in connection with customer contracts. S&T is not required to provide (additional) collateral for these liabilities.
As of December 31, 2021, liabilities amounting to TEUR 22,871 (PY: TEUR 14,723) are covered by this program. The liabilities are shown in the consolidated balance sheet under "Trade payables".
Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk includes the following three types of risk: foreign exchange risk, interest rate risk and other price risks. Financial instruments exposed to market risk include interest-bearing loans, deposits, financial assets available-for-sale and derivative financial instruments.
The Group is exposed to currency risks from individual transactions. These risks result from purchases and sales of an operating unit in a currency other than the functional currency of that unit. The main currency risks result from the change in the US dollar/EUR exchange rate. As a global company, S&T makes revenue and material purchases in US dollars and euros. The resulting currency effects are partially offset over time. Remaining peaks are hedged through the use of short-term futures contracts or options transactions. To optimise the hedging strategy, the risk from the difference between foreign currency income and expenses of planned transactions that are highly likely to occur within the framework of Group planning is eliminated or limited by using various hedging instruments.
The fair value of the forward exchange contracts with a nominal volume of TEUR 5,005 (PY: TEUR 209) amounts to TEUR 327 (PY: TEUR -8). The share of open forward exchange contracts with a positive fair value amounts to TEUR 327 (PY: TEUR 0). There are no foreign exchange options as of December 31, 2021. The requirements for hedge accounting are not met.
For the presentation of currency risks, IFRS 7 requires a currency sensitivity analysis that shows the effects of hypothetical changes in relevant risk variables on income and equity. Relevant risk variables are basically all non-functional currencies in which Group companies enter into financial instruments. The periodic effects are determined by relating the hypothetical changes in the risk variables to the portfolio of financial instruments on the reporting date. It is assumed that the portfolio on the balance sheet date is representative for the entire year.
The following table shows the sensitivity of the Group's earnings before tax (due to the change in fair value of monetary assets and liabilities) to a reasonably possible change in the exchange rate of the US dollar. All other variables remain constant. The value fluctuations examined have no direct effect on equity.
| EXCHANGE RATE USD | EFFECT ON EARNINGS BEFORE TAXES IN TEUR | |
|---|---|---|
| Financial year 2021 | +10% | -622 |
| -10% | 622 | |
| Financial year 2020 | +10% | -1,006 |
| -10% | 1,006 |
The following table shows the sensitivity of the result from the market valuation of the forward exchange contracts existing at December 31, 2021. The impact on the result of a fictitious change of the euro against the foreign currency by 5% or 10% is shown:
| FINANCIAL YEAR 2021 | FINANCIAL YEAR 2020 | |
|---|---|---|
| +5% | 223 | 1 |
| +10% | 425 | 3 |
| -5% | -246 | -2 |
| -10% | -520 | -3 |
The increase in the currency risk shown on the earnings before taxes results from the significant increase in the volume of forward exchange transactions as at December 31, 2021.
Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates.
The Group's exposure to interest rate risk arises primarily from variable rate financing and invested time deposits. A change in the general interest rate level could lead to an increase or decrease in interest expenses or interest income.
The following interest rate sensitivity analysis was prepared assuming that interest rates would have been 100 basis points higher or lower in all currencies for variable interest rates and for short-term fixed interest rates (cash advances) during the reporting period. This represents the management's assessment of a justified possible change in interest rates.
As a basis, the interest rate risk exposure of financial instruments was determined as of the balance sheet date, and it was assumed that the outstanding liabilities or receivables were outstanding for the entire year as of the reporting date.
Approximately 33% (PY: 40%) of the financing liabilities amounting to TEUR 310,695 (PY: TEUR 261,658) are subject to variable interest rates. This includes tranches from the bonded loan in the amount of TEUR 75,000 (PY: TEUR 75,000). Acquisition loans amounting to TEUR 42,902 (PY: TEUR 28,382), tranches from the bonded loan in the amount of TEUR 92,500 (including a new tranche of TEUR 7,500 taken up in 2021) and further bank loans in the amount of TEUR 30,000 have fixed interest rates. In addition, an overdraft facility in the amount of TEUR 15,000 taken over in the course of the acquisition of Kapsch CarrierCom and a new overdraft facility in the amount of TEUR 15,000 taken up in the fiscal year 2021 are fixed.
If interest rates had been 100 basis points higher and all other variables had been held constant, the interest result would have been TEUR 1,019 lower (PY: TEUR 792). Due to the negative interest rate environment, a lower interest rate of 100 basis points would not have resulted in any savings in the interest result in fiscal year 2021 (PY: TEUR 0). The interest rate fluctuations examined have no direct effect on equity. With regard to the liabilities reported in the balance sheet, the Group is currently not exposed to any material interest rate risk.
To hedge interest rate changes on existing floating-rate loans, an interest rate swap of TEUR 15,000 with a 5-year term until September 30, 2024, was concluded in the 2019 financial year. The fair value of the interest rate swap as of December 31, 2021, amounts to TEUR -87 (PY: TEUR -272). The requirements for hedge accounting are not met.
The following table shows the sensitivity of the result from the market valuation of the interest rate swap existing as at December 31, 2021. The impact on earnings of a fictitious change in the interest rate of 50 or 100 basis points is shown:
| FINANCIAL YEAR 2021 | FINANCIAL YEAR 2020 | |
|---|---|---|
| +50 basis points | 187 | 266 |
| +100 basis points | 371 | 524 |
| -50 basis points | -191 | -272 |
| -100 basis points | -387 | -552 |
Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation. The Group is exposed to credit risks in the course of its operating activities (in particular risks arising from trade receivables) as well as risks in the course of financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
To minimise credit risk, depending on the form of payment and amount being serviced, credit rating information is obtained, or historical data from the existing business relationship (and in particular payment patterns) are used to avoid payment defaults. For this purpose, the Group has introduced an accounts receivable management system that monitors the receivables on an ongoing basis. In addition, trade receivables are mainly covered by credit insurance. Insofar as default risks are nevertheless identifiable for the individual financial assets, these risks are recognised through value adjustments. A concentration of default risks from business relationships with individual debtors or groups of debtors is not recognisable.
The balance sheet amount of financial assets indicates, irrespective of existing collateral, the maximum credit risk in the event that business partners are unable to meet their contractual payment obligations. The corresponding disclosures can be found in the chapter "Additional information on financial instruments".
The following overview shows the default risk position of the Group's trade receivables determined with the help of an impairment matrix:
| 31.12.2021 | NOT OVERDUE | 1 TO 60 DAYS OVERDUE |
61 TO 90 DAYS OVERDUE |
91 TO 180 DAYS OVERDUE |
181 TO 270 DAYS OVERDUE |
271 TO 365 DAYS OVERDUE |
MORE THAN 365 DAYS OVERDUE |
|---|---|---|---|---|---|---|---|
| Estimated total gross carrying amount of delinquent payments |
195,577 | 22,386 | 4,528 | 3,809 | 1,510 | 3,165 | 9,788 |
| Expected credit losses |
490 | 180 | 132 | 311 | 416 | 776 | 5,913 |
The previous year was as follows:
| 31.12.2020 | NOT OVERDUE | 1 TO 60 DAYS OVERDUE |
61 TO 90 DAYS OVERDUE |
91 TO 180 DAYS OVERDUE |
181 TO 270 DAYS OVERDUE |
271 TO 365 DAYS OVERDUE |
MORE THAN 365 DAYS OVERDUE |
|---|---|---|---|---|---|---|---|
| Estimated total gross carrying amount of delinquent payments |
168,294 | 26,763 | 1,754 | 4,005 | 1,653 | 1,731 | 8,616 |
| Expected credit losses |
358 | 788 | 158 | 311 | 720 | 560 | 5,439 |
With regard to the trade receivables that are neither impaired nor in arrears, there are no indications as at the reporting date that the debtors will not meet their payment obligations. This also applies to overdue, not impaired trade receivables.
In the context of the operating business of the S&T Group, the Group has issued performance and bid bonds in the amount of TEUR 28,065 (PY: TEUR 29,778). These performance and bid bonds mainly result from S&T's subsidiaries in Romania, TEUR 181 (PY: TEUR 4,857), Serbia TEUR 1,105 (PY: TEUR 1,022), Poland TEUR 8,104 (PY: TEUR 8,322), Slovenia TEUR 8,684 (PY: TEUR 7,643), Russia with TEUR 2,372 (PY: TEUR 1,415) and Belgium TEUR 2,865 (PY: TEUR 2,865). In addition, there are various guarantees amounting to TEUR 4,754 (PY: TEUR 3,654).
For services rendered by the auditor Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. in the financial year 2021, an amount of TEUR 661 (PY: TEUR 586) was spent. Of this amount, TEUR 499 (PY: TEUR 431) is attributable to the audit of the financial statements and TEUR 162 (PY: TEUR 155) to other services.
The company has adopted stock options programs for employees, officers and members of the Executive Board of the company or any of its affiliates.
In December 2018, a total of 500,000 stock options were granted to the members of the Executive Board of S&T AG and senior employees of S&T AG as well as the executives of selected Group companies on the basis of the Stock Options Program 2018.
The term of the stock options program began on the issue date and ends after 60 months. The stock options can be exercised after a waiting period. The waiting period begins on the date of issue and ends after 36 months. The exercise periods defined in the Stock Options Program 2018 are 30 stock exchange trading days each, beginning on the second stock exchange trading day after the publication of quarterly, semi-annual or annual reports and after the day of the annual press conference. Stock options not exercised expire at the end of the term. The stock options are only transferable between option holders, not to third parties. The Stock Options Program 2018 provides for the Company's sole right to deliver shares to the allottees against payment of the exercise price or to pay their entitlement in cash.
The fair value of the stock options granted was determined at the grant date using the Black/Scholes option pricing model.
In December 2018, a total of 500,000 stock options were granted to the members of the Executive Board of S&T AG and senior employees of S&T AG as well as the executives of selected Group companies on the basis of the Stock Options Program 2018 (Tranche 2019).
The term of the stock options program began on the issue date and ends after 60 months. The stock options can be exercised after a waiting period. The waiting period begins on the date of issue and ends after 36 months. The exercise periods defined in the Stock Options Program 2018 (Tranche 2019) are 30 stock exchange trading days each, beginning on the second stock exchange trading day after the publication of quarterly, semi-annual or annual reports and after the day of the annual press conference. Stock options not exercised expire at the end of the term. The stock options are only transferable between option holders, not to third parties. The Stock Options Program (Tranche 2019) provides for the Company's sole right to deliver shares to the allottees against payment of the exercise price or to pay their entitlement in cash.
The fair value of the stock options granted was determined at the grant date using the Black/Scholes option pricing model.
The following table shows the key parameters at the time the stock options programs were granted:
| STOCK OPTIONS PROGRAM 2018 | STOCK OPTIONS PROGRAM 2018 (TRANCHE 2019) |
|
|---|---|---|
| Number of stock options | 500,000 | 500,000 |
| Day of issuance | December 21, 2018 | December 21, 2018 |
| Term | 5 years | 5 years |
| Exercising price | Closing quote on issuance day |
Closing quote on issuance day |
| Stock quote on the day of issuance | EUR 15.71 | EUR 15.71 |
| Dividend yield | 1.44% | 1.44% |
| Expected volatility | 36.58% | 36.58% |
| Interest rate | 0.23% | 0.23% |
| Expected term of the options | 4.43 years | 4.43 years |
| Option price | EUR 3.74 | EUR 3.74 |
In the financial year 2021, 0 options (PY: 31,000 options) relating to the Stock Options Program 2015 (Tranche 2016) were exercised. The Stock Options Program 2015 (Tranche 2016) expired in December 2020.
The weighted average exercise prices of the options exercised and the weighted average share prices at the date of exercise are as follows:
| IN EUR | 2021 | 2020 |
|---|---|---|
| Average weighted price of exercising of options exercised |
0.00 | 5.74 |
| Average weighted stock quote on day of exercising of options |
0.00 | 18.58 |
As of December 31, 2021, the outstanding rights for the Stock Options Program 2018 total 500,000 (PY: 500,000), for the Stock Options Program 2018 (Tranche 2019) total 500,000 (PY: 500,000) and for the warrant program 2020 (for details on the issue of warrants/authorised capital 2020, please refer to Section D, Note (22)) 2,000,000 (PY: 2,000,000).
In the financial year 2021, the expenditure for the stock options programs recognised in personnel expenses amounts to TEUR 1,038 (PY: TEUR 4,057).
The remuneration report presents the basic features, structure and amount of the Executive Board and Supervisory Board remuneration system.
The structure of Executive Board remuneration is geared towards sustainable and results-oriented corporate governance. The remuneration of the Executive Board takes into account the responsibility and scope of activities of the individual members and is based on the tasks of the individual Executive Board member, their personal performance, the size and economic situation of the company or the division for which they are responsible and, in particular, the success and future prospects of the company. In addition, the customary nature of the remuneration structure in the company's peer environment is taken into account. Since 2021, the improvement of the S&T Group's performance in the ESG area has been included in the medium-term incentive.
The total remuneration of the Executive Board members consists of several non-performance-related fixed and performance-related variable short-term and long-term components. The non-performance-related Executive Board remuneration consists of the fixed gross salary paid monthly and fixed benefits in kind, which cover the use of company cars, car allowance lump sums, meal lump sums and garage parking spaces provided. The extent to which the pre-agreed key performance indicators are achieved is used to calculate the performance-related one-year variable remuneration, whereby extraordinary effects, such as acquisitions in particular, are assessed separately. The key figures are calculated on the basis of the audited consolidated financial statements of the S&T Group. In addition, by granting subscription rights from stock options programs (variable remuneration in kind), an additional long-term, performance-related, share-based remuneration component was created, which promotes the interest of the beneficiaries in a sustainable corporate and earnings development of the company in the future. The stock options granted under the various stock options programs can only be exercised after multi-year holding periods defined in the programs and when certain thresholds have been reached. The total remuneration packages granted are reviewed annually by the Remuneration Committee for customary practice. After the SARS-Cov-2 pandemic in 2020 caused four of the Executive Board members to voluntarily waive 20% of their gross salaries temporarily for the short-time working period, the gross salaries were paid out again at the full contractually agreed amount in 2021.
In the financial year 2021, total remuneration of the Executive Board was paid in the amount of TEUR 1,112 (PY: TEUR 4,239). The difference in amount results from the warrants issued in 2020 and the increased number of stock options exercised from the Stock Options Program 2015 (Tranche 2016).
Pension commitments and payments to a member of the Executive Board in the event of early termination of Executive Board activities, including following a change of control, have not been agreed.
No loans or assumption of liability in favour of members of the Executive Board were granted in the reporting year.
The following tables show the grants awarded and the inflows paid out in the financial year. For the grants awarded, in addition to the actual amount awarded, the possible minimum amount and the maximum amount to be achieved are also indicated. The subscription rights granted for stock options from stock option programs are calculated according to fair value (option price) at the time of granting. The fixed remuneration components and the inflow from the one-year variable remuneration are reported for the inflow in the financial year. If stock options from stock options granted in previous years were exercised in the financial year, the relevant inflow amount for tax purposes is stated.
| GRANTS MADE IN THE FINANCIAL YEAR IN TEUR |
HANNES NIEDERHAUSER | CEO 21.05.2012 |
RICHARD NEUWIRTH | CFO 01.07.2013 |
COO, SERVICES EE | PETER STURZ 06.11.2012 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | |
| REMUNERATION INDEPENDENT OF PERFORMANCE |
||||||||||||
| Gross salary | 7 | 7 | 7 | 7 | 275 | 275 | 275 | 275 | 260 | 260 | 260 | 250 |
| Fixed remuneration in kind1) | 12 | 12 | 12 | 6 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 |
| Total fixed remuneration | 19 | 19 | 19 | 13 | 287 | 287 | 287 | 287 | 272 | 272 | 272 | 262 |
| PERFORMANCE-RELATED REMUNERATION |
||||||||||||
| One-year variable remuneration2) | 140 | 206 | 130 | 229 | 338 | 27 | ||||||
| Multi-year variable remuneration | ||||||||||||
| Stock option programs - with long term share-based incentive effect3) |
||||||||||||
| SOP 2015 (Tranche 2016) | ||||||||||||
| SOP 2018 | ||||||||||||
| SOP 2018 (Tranche 2019) | ||||||||||||
| Warrants 20204) | 1,230 | 677 | 431 | |||||||||
| Total variable remuneration | 1,230 | 140 | 206 | 807 | 229 | 338 | 458 | |||||
| Pension expenses | ||||||||||||
| Total | 19 | 19 | 19 | 1,243 | 427 | 287 | 493 | 1,093 | 500 | 272 | 610 | 720 |
| GRANTS MADE IN THE FINANCIAL YEAR IN TEUR |
MICHAEL JESKE COO, SERVICES DACH |
28.05.2009 | CARLOS QUEIROZ COO, IOT SOLUTIONS EUROPE |
21.08.2017 | TOTAL | |||||||
| 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | 2021 | 2021 (MIN) |
2021 (MAX) |
2020 | |
| REMUNERATION INDEPENDENT OF PERFORMANCE |
||||||||||||
| Gross salary | 150 | 150 | 150 | 175 | 183 | 183 | 183 | 175 | 875 | 875 | 875 | 882 |
| Fixed remuneration in kind1) | 11 | 11 | 11 | 11 | 9 | 9 | 9 | 9 | 55 | 55 | 55 | 49 |
| Total fixed remuneration | 161 | 161 | 161 | 186 | 192 | 192 | 192 | 184 | 930 | 930 | 930 | 931 |
| PERFORMANCE-RELATED REMUNERATION |
||||||||||||
| One-year variable remuneration2) | 55 | 113 | 105 | 424 | 657 | 262 | ||||||
| Multi-year variable remuneration | ||||||||||||
| Stock option programs - with long term share-based incentive3) |
||||||||||||
| SOP 2015 (Tranche 2016) | ||||||||||||
| SOP 2018 | ||||||||||||
| SOP 2018 (Tranche 2019) | ||||||||||||
| Warrants 20204) | 431 | 2,768 | ||||||||||
| Total variable remuneration | 55 | 113 | 431 | 105 | 424 | 657 | 3,030 | |||||
| Pension expenses | ||||||||||||
| Total | 216 | 161 | 273 | 616 | 192 | 192 | 192 | 289 | 1,353 | 930 | 1,586 | 3,961 |
1) Fixed remuneration in kind included: Car allowance, if applicable, garage spaces and meal allowances
2) Bonus based on individually agreed performance indicators
3) Allowance from SOP = granted SOP number of units x option price
4) The allocated warrants 2020 represent the long-term variable remuneration of the Executive Board for three financial years. There is a waiting period of three years and an exercise threshold in relation to the development of the share price. In addition, further warrants were acquired for consideration by the Executive Board under the 2020 warrant program on the basis of the public prospectus (for the number of 2021 warrants held as at December 31, 2021, see "Corporate Governance Report").
| INFLOW IN THE FINANCIAL YEAR IN TEUR |
HANNES NIEDERHAUSER CEO 21.05.2012 |
RICHARD NEUWIRTH CFO 01.07.2013 |
PETER STURZ COO, SERVICES EE 06.11.2012 |
|||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| REMUNERATION INDEPENDENT OF PERFORMANCE |
||||||
| Gross salary1) | 7 | 7 | 275 | 251 | 260 | 229 |
| Fixed remuneration in kind2) | 12 | 6 | 12 | 12 | 12 | 12 |
| Total fixed remuneration | 19 | 13 | 287 | 263 | 272 | 240 |
| PERFORMANCE-RELATED REMUNERATION |
||||||
| One-year variable remuneration3) | 155 | 150 | ||||
| Multi-year variable remuneration | ||||||
| Stock option programs - with long term share-based incentive4) |
||||||
| SOP 2015 (Tranche 2016) | 363 | |||||
| SOP 2018 | ||||||
| SOP 2018 (Tranche 2019) | ||||||
| Warrants 20205) | 1,230 | 677 | 431 | |||
| Total variable remuneration | 1,230 | 155 | 827 | 793 | ||
| Pension expenses | ||||||
| Total | 19 | 1,243 | 442 | 1,090 | 272 | 1,033 |
| INFLOW IN THE FINANCIAL YEAR IN TEUR |
MICHAEL JESKE COO, SERVICES DACH 28.05.2009 |
COO, IOT SOLUTIONS EUROPE | CARLOS QUEIROZ 21.08.2017 |
TOTAL | ||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| REMUNERATION INDEPENDENT OF PERFORMANCE |
||||||
| Gross salary1) | 150 | 160 | 183 | 158 | 875 | 804 |
| Fixed remuneration in kind2) | 11 | 11 | 9 | 9 | 54 | 49 |
| Total fixed remuneration | 161 | 171 | 192 | 167 | 929 | 854 |
| PERFORMANCE-RELATED REMUNERATION |
||||||
| One-year variable remuneration3) | 28 | 105 | 183 | 255 | ||
| Multi-year variable remuneration | ||||||
| Stock option programs - with long term share-based incentive4) |
||||||
| SOP 2015 (Tranche 2016) | 363 | |||||
| SOP 2018 | ||||||
| SOP 2018 (Tranche 2019) | ||||||
| Warrants 20205) | 431 | 2,768 | ||||
| Total variable remuneration | 28 | 431 | 105 | 183 | 3,385 | |
| Pension expenses | ||||||
| Total | 188 | 601 | 192 | 272 | 1,112 | 4,239 |
1) Gross salary granted (in 2020 less voluntary salary waiver by the Executive Board members Neuwirth, Sturz, Jeske and Queiroz)
2) Fixed remuneration in kind included: Car allowance, if applicable, garage spaces and meal allowances
3) Bonus based on individually agreed performance indicators
4) Variable remuneration in kind: exercised stock options (number of shares x (share price at disposal date - option price granted)) + granted stock options and warrants (number of shares x option price)
5) The allocated warrants 2020 represent the long-term variable remuneration of the Executive Board for three financial years. There is a waiting period of three years and an exercise threshold in relation to the development of the share price. In addition, further warrants were acquired for consideration by the Executive Board under the 2020 warrant program on the basis of the public prospectus (for the number of 2021 warrants held as at December 31, 2021, see "Corporate Governance Report").
The remuneration of the members of the Supervisory Board in the financial year 2021 consisted of a position-dependent, annual fixed remuneration and attendance fees for participation in Supervisory Board and committee meetings.
The remuneration of the members of the Supervisory Board is determined in such a way that it is in line with the tasks and the situation of the company. In the past, the Supervisory Board members received remuneration that was rather at the lower end compared to the peer group, to their tasks and the situation of the company. Therefore, in June 2020, a new regulation for the remuneration of the Supervisory Board was presented to the Annual General Meeting and the remuneration was subsequently adjusted in line with the market in accordance with the contents of the resolution.
The remuneration for the Supervisory Board shall promote the business strategy and long-term development of the company by taking into account the responsibility and scope of activities of the individual Supervisory Board members as well as the economic situation of the company. In order to ensure unbiased supervision of the management by the Supervisory Board, no variable remuneration, bonuses or share-based payments are granted to the members of the Supervisory Board.
Supervisory Board remuneration generally consists of an annual fixed fee and an attendance fee for Supervisory Board and committee meetings. In view of the greater responsibility and the wider scope of activities, the Chairman of the Supervisory Board, his/her Deputy and the Chairman of the Audit Committee are granted a higher lump-sum remuneration than the ordinary members of the Supervisory Board. The fixed annual remuneration, adjusted in 2020, amounts to TEUR 50 for the Chairman of the Supervisory Board, TEUR 40 for his deputy and TEUR 30 for each additional member. The chairman of the audit committee is paid TEUR 20 for his work, and the deputy chairman of the audit committee is paid TEUR 10.
In addition, each member is paid TEUR 1.5 for attending Supervisory Board or committee meetings in person or via video/audio conferencing system. If several sessions are held on one day, the session fee shall only be granted once for that day. The fee was not changed in 2021 compared to the previous year.
If members of the supervisory board take on a special activity in the company, they may be granted special remuneration for this by resolution of the general meeting. This was not the case in the 2021 financial year.
| COMPONENTS OF SUPERVISORY BOARD REMUNERATION IN TEUR |
2021 | 2020 |
|---|---|---|
| Chairperson of the Supervisory Board | 50 | 50 |
| Remuneration of the Deputy Chairperson | 40 | 40 |
| Remuneration members | 30 | 30 |
| Audit Committee Chairperson | 20 | 20 |
| Audit Committee Deputy Chairperson | 10 | 10 |
| Meeting fee per Supervisory Board meeting (attendance or qualified telephone/video participation) 1) |
2 | 2 |
| Meeting fee per committee meeting (attendance or qualified telephone/video participation) 1)2) | 2 | 2 |
1) Meeting fees for personal attendance or qualified telephone/video participation in Supervisory Board and committee meetings
2) not applicable if Supervisory Board meeting takes place on the same day
The remuneration is paid annually in arrears based on the approval of the Annual General Meeting. In fiscal year 2021, the compensation of the members of the Supervisory Board totaled TEUR 245 (PY: TEUR 234), expenses in the fiscal year 2021 were TEUR 138 (PY: TEUR 243). The remuneration of the members of the Supervisory Board, broken down by fixed remuneration component and meeting fees, in the financial year 2021 and the previous year's remuneration in 2020 is as follows:
| REMUNERATION OF THE SUPERVISORY BOARD BY MEMBERS IN TEUR |
FIXED REMUNERATION | MEETING FEES1) | TOTAL REMUNERATION | |||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Dr. Erhard F. Grossnigg (Chairman)2) | 35 | 2 | 37 | |||
| Mag. Claudia Badstöber (Chairwoman)3) | 60 | 30 | 9 | 5 | 69 | 35 |
| Mag. Bernhard Chwatal (Deputy Chairman) | 60 | 55 | 9 | 6 | 69 | 61 |
| Hui-Feng Wu (Ed Wu) | 30 | 30 | 2 | 32 | 30 | |
| Fu-Chuan Chu (Steve Chu) | 30 | 30 | 8 | 6 | 38 | 36 |
| Yu-Lung Lee (Max Lee)4) | 15 | 30 | 2 | 6 | 17 | 36 |
| You-Mei Wu (Yolanda Wu)5) | 15 | 6 | 21 | |||
| Total | 210 | 210 | 35 | 24 | 245 | 234 |
1) Meeting fees based on the number of personal or video participations in Supervisory Board and committee meetings.
2) Dr. Erhard Grossnigg left the Supervisory Board on June 16, 2020, the fixed remuneration for 2020 was calculated on a pro rata basis.
3) Mag. Claudia Badstöber joined the Supervisory Board on June 16, 2020, the 2020 fixed remuneration was calculated on a pro rata basis
4) Yu-Lung Lee (Max Lee) left the Supervisory Board on June 8, 2021, the fixed remuneration 2021 was calculated on a pro rata basis
5) You-Mei Wu (Yolanda Wu) joined the Supervisory Board on June 8, 2021, the fixed remuneration 2021 was calculated on a pro rata basis
In the financial year 2021, the members of the Supervisory Board did not receive any other remuneration or other benefits for services rendered personally, such as consulting and mediation services, apart from those mentioned above.
No loans or assumption of liability in favour of members of the Supervisory Board were granted in the reporting year.
The company has taken out directors' and officers' liability insurance (D&O insurance) in favour of the Executive Board and the Supervisory Board as well as the management of the consolidated subsidiaries. No deductible has been agreed for the D&O insurance, which covers the legal liability arising from Executive Board, Supervisory Board and management activities.
In the course of normal business operations, relationships of supply and service provision exist with related parties. Contractual agreements are in place. The fee is settled at market prices. The relationships with related parties in the 2021 financial year and as of December 31, 2021, can be presented as follows:
| 2021 IN TEUR |
PROCURED GOODS AND SERVICES |
GOODS AND SERVICES SUPPLIED |
FINANCIAL INCOME |
FINANCIAL EXPENSE |
RECEIVABLES | LIABILITIES |
|---|---|---|---|---|---|---|
| Business relationship with the Executive and Supervisory Board |
0 | 8 | 0 | 0 | 0 | 0 |
| Business relationship with associated companies |
0 | 0 | 0 | 0 | 0 | 0 |
| Business relationship with the parent company or its controlling company |
30,145 | 20,977 | 0 | 0 | 9,873 | 12,609 |
| Business relationship with subsidiaries |
642 | 1,482 | 2 | 0 | 461 | 46 |
| Business relationship with other related per sons and companies |
846 | 0 | 0 | 249 | 675 | 8,594 |
| 2020 IN TEUR |
PROCURED GOODS AND SERVICES |
GOODS AND SERVICES SUPPLIED |
FINANCIAL INCOME |
FINANCIAL EXPENSE |
RECEIVABLES | LIABILITIES |
|---|---|---|---|---|---|---|
| Business relationship with the Executive and Supervisory Board |
0 | 14 | 0 | 0 | 0 | 0 |
| Business relationship with associated companies |
33 | 42 | 12 | 0 | 0 | 0 |
| Business relationship with the parent company or its controlling company |
50,856 | 10,353 | 0 | 0 | 1,232 | 12,547 |
| Business relationship with other related per sons and companies |
947 | 0 | 0 | 382 | 0 | 11,065 |
Purchased goods and services from related persons and companies relate to deliveries of goods and payments for rental agreements for the use of office space of a Group company to the local managing director. The duration of the rental agreement was fixed at one year. However, it is assumed that further rental agreements will be concluded for the following years. The services rendered to other related persons and companies relate to the supply of goods. The liabilities to other related persons and companies relate to a shareholder loan.
The business relationship with subsidiaries relate to the goods and services provided and received with affiliated companies not included in the consolidated financial statements.
The business relationships with the parent company or its controlling company refer to Ennoconn Corporation, Taiwan, which holds a 26.61% stake in S&T AG as at December 31, 2021 and in whose scope of consolidation the S&T Group has been included on the basis of de facto control since July 1, 2017, and Hon Hai Precision Industry Co, Ltd, the largest single shareholder of Ennoconn Corporation with a 38.19% stake. In terms of their content, the goods and services purchased from Ennoconn and Hon Hai Precision Industry Co., Ltd.
comprise the order-specific production of electronic products such as embedded boards, industrial PCs or embedded systems for the segments "IoT Solutions Europe" and "IoT Solutions America". The main customer companies within the S&T Group are Kontron Europe GmbH and its subsidiaries in North America and Canada.
There are no value adjustments for receivables from related parties (PY: TEUR 0).
With regard to the remuneration of the members of the Executive Board of S&T AG and the remuneration of the members of the Supervisory Board, please refer to Note (38) Remuneration report.
With regard to the consolidated Kontron Beteiligungs GmbH, Ismaning, Germany, the consolidated Kontron Europe GmbH, Ismaning, Germany, the consolidated CITYCOMP Service GmbH, Ostfildern, Germany, as well as the consolidated Kontron Electronics GmbH, Großbettlingen, Germany, the consolidated financial statements of S&T AG are deemed to be exempting consolidated financial statements in accordance with the provisions of section 291 German Commercial Code (HGB). The consolidated and in Germany registered companies Kontron Beteiligungs GmbH, Ismaning, Kontron Europe GmbH, Ismaning, Kontron Electronics GmbH, Großbettlingen, Kontron Transportation Deutschland GmbH, Frankfurt, Kontron AIS GmbH, Dresden, hamcos IT Service GmbH, Sigmaringen, S&T Deutschland GmbH, Mendig, Axino Solutions GmbH, Aachen, PSB IT-Service GmbH, Ober-Mörlen and CITYCOMP Service GmbH, Ostfildern, make use of the exemption provisions pursuant to section 264 para. 3 German Commercial Code; pursuant to § 264 (3), No. 4 German Commercial Code, this is stated accordingly.
The following significant events occurred after the reporting date:
The basis for the proposal for the appropriation of profits is the separate financial statement of the company prepared in accordance with the provisions of the Austrian Commercial Code.
In the separate financial statements of S&T AG, present a preliminary unappropriated profit of TEUR 63,811 (PY: TEUR 49,661) for the 2021 financial year. The Executive Board proposes a dividend of EUR 0.35 per share.
The consolidated financial statements of S&T AG were approved for publication by the Executive Board on March 17, 2022.
The following persons served as Supervisory Board members in the financial year 2021:
In the financial year 2021, the following persons served as members of the Executive Board:
Linz, March 17, 2022
Dipl.-Ing. Hannes Niederhauser MMag. Richard Neuwirth Michael Jeske Dr. Peter Sturz Dipl.-Ing. Michael Riegert
5G Safety is an EU-funded research and innovation project. The focus is on developing reliable 5G-enabled communication systems, services and applications to be used by civil protection and disaster relief (PPDR) as well as citizens.
The purpose of the project was to develop new applications in heterogeneous environments with the migration strategy from narrowband networks (TETRA, DMR, GSM-R) to broadband technologies (4G/5G and beyond). The main objectives were to research and develop new 5G architectures and key technologies, as well as a business model for implementing an advanced dispatcher-as-a-service (DPaaS) for civil protection and disaster management. In addition, a new generation of user-oriented applications should be made available to citizens.
Iskratel identified and implemented the following five use cases, which were defined, coordinated and verified with the project group, partners and professional end users: Automatic transmission of the data context when calling 112, setting up a video call between callers and PSAP staff, remote support for first responders, heterogeneous communication (the communication of multiple participants via various technologies as well as search and rescue missions with remote-controlled drones).
The successful involvement and collaboration of various Slovenian 5G PPDR stakeholders made the project unique and contributed significantly to its success. The project group consisted of leading players from research, innovation and technology deployment with a 5G focus, as well as (public) safety, commercial information and communications technology, and a number of key Slovenian PPDR experts and the national regulator.
S&T AG Annual Report 2021
We have audited the consolidated financial statements of
and of its subsidiaries (the Group) comprising the consolidated statement of financial position as of December 31, 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the fiscal year then ended and the notes to the consolidated financial statements.
Based on our audit the accompanying consolidated financial statements were prepared in accordance with the legal regulations and present fairly, in all material respects, the assets and the financial position of the Group as of December 31, 2021 and its financial performance for the year then ended in accordance with the International Financial Reportings Standards (IFRS) as adopted by EU, and the additional requirements under Section 245a Austrian Company Code UGB.
We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following "EU regulation") and in accordance with Austrian Standards on Auditing. Those standards require that we comply with International Standards on Auditing (ISA). Our responsibilities under those regulations and standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the Austrian General Accepted Accounting Principles and professional requirements and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained until the date of this auditor's report is sufficient and appropriate to provide a basis for our opinion by this date.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the fiscal year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We considered the following matters as key audit matters for our audit:
The consolidated financial statements of S&T AG include a significant amount of goodwill (carrying amount kEUR 208,251), which is allocated to several cash-generating units. The composition of five cash-generating units changed in 2021 due to a reorganization in management reporting, resulting in a partial reallocation of goodwill to these five cash-generating units.
The annual impairment test according to IAS 36 requires management to make significant assumptions and estimates in assessing whether an impairment exists and, if so, in quantifying such impairments. The main risk lies in the estimation of future cash flows and discount rates when determining the value in use of the cash-generating units.
The Company's disclosures pertaining to the composition of cash-generating units and goodwill are contained in note "B. Accounting and valuation principles – goodwill impairment test" and note "D.12 Intangible assets and goodwill".
In responding to the risk our work included, but was not limited to, the following procedures:
Management is responsible for the other information. The other information comprises the information included in the annual report including the balance sheet oath, but does not include the consolidated financial statements, the management report for the Group and the auditor's report thereon. We have been provided with consolidated corporate governance report before the date of our auditor's report. The separate consolidated non financial report was provided to us as draft. The complete annual report and the final non financial report is estimated to be provided to us after the date of the auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
Our audit of the consolidated financial statement does not cover the other information and we will not give any kind of assurance on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, as soon as it is available, and, in doing so, to consider whether – based on our knowledge obtained in the audit – the other information is materially inconsistent with the consolidated financial statements or otherwise appears to be materially misstated. In respect of the other information which has been made available we have nothing to report.
Management is responsible for the preparation of the consolidated financial statements in accordance with IFRS as adopted by the EU, and the additional requirements under Section 245a Austrian Company Code UGB for them to present a true and fair view of the assets, the financial position and the financial performance of the Group and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Pursuant to Austrian Generally Accepted Accounting Principles, the management report for the Group is to be audited as to whether it is consistent with the consolidated financial statements and as to whether the management report for the Group was prepared in accordance with the applicable legal regulations.
Management is responsible for the preparation of the management report for the Group in accordance with Austrian Generally Accepted Accounting Principles.
We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the management report for the Group.
In our opinion, the management report for the Group was prepared in accordance with the valid legal requirements and is consistent with the consolidated financial statements.
Based on the findings during the audit of the consolidated financial statements and due to the thus obtained understanding concerning the Group and its circumstances no material misstatements in the management report for the Group came to our attention.
We were elected as auditor by the ordinary general meeting at June 8th, 2021 and appointed by the Supervisory Board. We are auditors without cease since December 31, 2008.
We confirm that the audit opinion in the Section "Report on the consolidated financial statements" is consistent with the additional report to the audit committee referred to in article 11 of the EU regulation.
We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were provided by us and that we remained independent of the audited company in conducting the audit.
The engagement partner is Ms. Johanna Hobelsberger-Gruber, Certified Public Accountant.
Linz, March 17, 2022
Wirtschaftsprüfungsgesellschaft m.b.H.
Mag. Johanna Hobelsberger-Gruber eh ppa Dr. Dominik Permanschlager eh Certified Public Accountant Certified Public Accountant
* This report is a translation of the original report in German, which is solely valid. Publication or sharing with third parties of the consolidated financial statements together with our auditor's opinion is only allowed if the consolidated financial statements and the management report for the Group are identical with the German audited version. This audit opinion is only applicable to the German and complete consolidated financial statements with the management report for the Group. Section 281 paragraph 2 UGB (Austrian Company Code) applies to alternated versions.
We confirm to the best of our knowledge and in accordance with the applicable reporting principles that the consolidated finanical statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and that the Groupmanagement report, including the profit or loss of the Group, represents a fair view of the assets, liabilities, financial position and the performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.
Linz, March 17, 2022
Dipl.-Ing. Hannes Niederhauser MMag. Richard Neuwirth Michael Jeske Dr. Peter Sturz Dipl.-Ing. Michael Riegert
| INTRODUCTION | 194 |
|---|---|
| FOREWORD 194 | |
| KEY FIGURES | 195 |
| S&T GROUP | 196 |
| SHORT PROFILE196 | |
| VALUES AND GUIDELINES196 | |
| STAKEHOLDERS197 | |
| SUSTAINABILITY MANAGEMENT AT S&T200 | |
| STEP-BY-STEP ESG PLAN 202 | |
| SUSTAINABILITY PROJECTS IMPLEMENTED | 202 |
| EDUCATION & TRAINING 203 | |
| S&T OPTS FOR GREEN ELECTRICITY 203 | |
| PHOTOVOLTAICS 203 | |
| GREEN TRANSPORTATION203 | |
| EU TAXONOMY | 204 |
| INDICATORS 205 | |
| ENVIRONMENT & CLIMATE | 208 |
| ENVIRONMENTAL PROTECTION AND ENVIRONMENTAL MANAGEMENT208 | |
| PRODUCT-RELATED ENVIRONMENTAL PROTECTION210 | |
| ENVIRONMENT INDICATORS* 214 | |
| GREEN PRODUCTS 215 | |
| SOCIAL | 216 |
| EMPLOYEE INDICATORS216 | |
| DIVERSITY AND VARIETY217 | |
| ADDITIONAL EMPLOYEE AND SOCIAL INDICATORS 220 | |
| TRAINING AND EDUCATION220 | |
| EMPLOYEE SATISFACTION222 | |
| MANAGEMENT PRINCIPLES224 | |
| OCCUPATIONAL SAFETY AND HEALTH PROTECTION 225 | |
| HEALTH AND SAFETY INDICATORS227 | |
| SOCIETAL AND SOCIAL COMMITMENT 227 | |
| GOVERNANCE | 230 |
| CORPORATE ETHICS230 | |
| RISK AND OPPORTUNITY MANAGEMENT233 | |
| APPENDIX | 236 |
| INFORMATION ON THE REPORT236 |
A sustainable form of management has long been important to S&T Group. The decisions we take to achieve our short- and long-term targets are both forward-looking and committed to sustainability. We have always placed particularly emphasis on creating an everyday working atmosphere characterised by mutual respect, on constant dialogue with our stakeholders and on careful consideration of the consequences of our business activities for society and the environment. In this way, we aim to identify ESG opportunities early and mitigate ESG risks.
We manage the S&T Group with the objective of attaining sustainable value creation. All our ideas and decisions relating to our business operations have at their heart and as their benchmark topics relating to corporate governance, corporate social responsibility and compliance. We underline this commitment through our participation in the UN Global Compact with which we pledge that our strategy and our actions will comply with the ten UN Global Compact principles relating to human rights, work, the environment, and anti-corruption. Our aim is to make the principles an integral part of the S&T value system. Accordingly, relevant additions will be made to our Code of Conduct.
We are particularly pleased with the MSCI ESG rating, which improved by two levels in 2021. The renowned rating agency MSCI currently gives the S&T Group a "Triple B" (BBB) rating. This significant improvement is a clear and important indication of S&T AG's ongoing efforts towards sustainability.
In closing, and by way of introducing the following report, it is our privilege to cite some of the targets reached in 2021:
For 2022, we plan continue our step-by-step ESG plan. Besides implementing further reporting improvements, we aim to set concrete quantitative targets by the summer.
The Executive Board of S&T AG
Dipl.-Ing. Hannes Niederhauser Michael Jeske Dr. Peter Sturz MMag. Richard Neuwirth Dipl.-Ing. Michael Riegert
Technology group S&T AG (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT), based in Austria, employs more than 6,200 people and has subsidiaries in 32 countries around the world. The company is listed on the TecDAX® and SDAX® of the German Stock Exchange and is one of the leading providers of IoT technologies. In this sector S&T focuses on the development of secure and networked solutions with a combined portfolio of hardware, software and services. S&T's own technologies in the fields of smart factory, railway communication systems, medical technology, communication solutions, and smart energy, as well as a broad portfolio of IT services, make S&T an in-demand partner for customers in a wide range of industries. For more information on the S&T Group and the portfolio, please refer to the chapters "Management Report" and "Portfolio of products and services" in the annual report.
Our corporate values inform our daily work, and guide and drive our company.
The management of the S&T Group places a high priority on living up to its responsibilities towards the company, its employees, the environment and society. The reputation of the S&T Group and the trust placed in it by our customers, investors, employees and the general public are determined by the actions undertaken by each and every person working for the S&T Group. We view our employees as being the drivers of the successes achieved by our company.
We offer our approximately 6,200 employees a progressive work environment which facilitates new ways of working with each other. We promote our employees' senses of responsibility, respectful dealings with each other, and paths of personal development. To do so, we place a high priority upon key values such as dialogue, participation and fairness. Our objective is to secure the company's success on a long-term basis. Achieving this requires high levels of performance and integrity by our staff members. The latter plays an important role in our company and towards, especially, our external stakeholders – our partners, clients and suppliers as well as local organisations. Regular contacts with our stakeholders is important to us and we are convinced that our participation in networks and initiatives that transcend the borders imposed by organisations strengthen our company. To enable this participation, we operate in a culture marked by open and constructive feedback. We give and receive input, as this is the way to improve ourselves and others.
The S&T Group always keeps an eye on ecological sustainability issues. As a supplier of IoT technologies, the S&T Group develops solutions that are deployed by customers for many years. These extremely long service lives mean that these systems have far less of an impact on the environment than consumer electronics where product turnover is high. Additionally, our solutions help increase efficiency and therefore use energy and resources more effectively. Consequently, the hardware's long service life and efficient use of resources are very important to both our customers and our engineers.
S&T defines as stakeholders those individuals or groups of people who are influenced by the business activities of the S&T Group or, conversely, have an influence on the Group. An ongoing transparent dialogue with stakeholders is important to us, as it ensures timely identification of risks and addresses the interests and demands of the stakeholders.
S&T is an internationally renowned company that maintains long-term and trust-driven relationships with a large number of customers. Developing these relationships requires our constant efforts to provide our customers with sustainable, innovative and secure products and services. We have a thorough understanding of our customers' industries and needs and constantly work to expand it still further in order to sustain our ability to satisfy complex demands. Our expertise stems not only from excellently trained employees, but also from outstanding partnerships with international technology suppliers cooperating with S&T.
Measures such as customer surveys, external audits within the framework of certification for norms, but also the use or provision of advanced communication and collaboration platforms foster mutual exchange and the transformation of business relationships into long-term partnerships. These activities enable us to successfully operate in an increasingly complex business world, to satisfy our customers' demands, and to set standards of quality.
The S&T Group has a highly diversified customer structure comprising several thousand customers in a variety of vertical markets. In 2021, no single customer accounted for a share of S&T's revenue of more than 3%. In 2021, the revenue share from the betting sector was below 0.5% (PY: below 0.5%) of the Group's total revenue.
The management of returns forms a key part of our relationships with customers. At our sites with product manufacturing, we have integrated returns management into our supply chain as part of returns logistics with structured processes. The system plans and manages the flows of goods, information and funds passing among the client returning items, the supplier and the respective facility. The objectives are the quickest possible settlement and delivery to our customers with efficient further use of products. This corresponds to the focus of our sustainability-oriented environmental management, which strives to conserve resources by effectively repairing items.
Measures ensuring the prevention of defects form a key part of achieving customer satisfaction and preventing, or a least minimising, returns. The deployment of the lean approach greatly facilitates continuous improvement, for example through a well-formulated quality planning. The key measures undertaken to prevent returns comprise the regular evaluation of the reasons for returns, and the painstaking selection of our manufacturers and suppliers.
A constant goal at S&T is to ensure that our relationships with our suppliers have the form of partnerships. These efforts are based on our engaging in fair operating and business practices and our maintaining close working relationships with our suppliers over many years. This maintenance includes ongoing and intensive dialogues on the increasingly demanding requirements placed by markets on quality, performance of supply, innovation and costs. We place high quality demands on our proprietary processes and technological solutions. These standards also have to be met as a matter of course by our suppliers. When selecting our suppliers and developing relationships with them, their adherence to our requirements with regard to the environment and sustainability, human rights, occupational safety and compliance is extremely important.
Our principles of procurement are summarised in our "Supplier Code of Conduct", and express the expectations placed by the S&T Group on the suppliers with which it does business. They are based on the internationally recognised directives set out in the UN Global Compact and on the principles codified in our internal Code of Conduct, and encompass all of the topics covered in the chart below.
Below are our non-financial principles of procurement:
A central criterion when orders are placed by public authorities and industrial customers is that fundamental labor and social standards are observed in the production of goods. These are laid down by the International Labour Organization (ILO), the United Nations Global Compact, and by the respective national laws applicable in the country of production.
The S&T Group has committed itself to the protection of human rights. It should be noted, however, that the end-to-end – i.e. in every link of the IT and IoT supply chain – adherence to and corresponding documentation of standards of labor and social issues constitutes a challenge. Consequently, this adherence and documentation cannot always be guaranteed. The S&T Group therefore assumes responsibility for the protection of human rights within its sphere of influence.
The S&T Group has many years of experience as the partner of the public sector. Therefore, the company has extensive experience regarding the requirements and expectations of public clients as well as the management and monitoring of suppliers.
More than ten years ago, as a central preventive measure, the S&T Group introduced a differentiated supplier management system as part of its certified quality management system and has continuously developed it since that time. Supplier management comprises four main activities which form a matrix of responsibility covering the entire supplier management process: selection, implementation, ongoing improvement & maintenance, and phase out.
Before suppliers are commissioned, they must submit a self-evaluation or self-declaration, and comply with the S&T Group's selection and qualification process. This forms the criterion determining whether the supplier will be commissioned. It is designed to ensure adherence to laws, principles of human rights, and labor and social standards. The S&T Group does not award commissions to suppliers that have received a disqualifying ranking within the process of evaluation. This means that suppliers whose performance or business practices do not meet S&T's high expectations and are thus disqualified will not be commissioned. This disqualification can also lead to the supplier losing all those orders that are subject to the initiatives of procurement.
Reasons for such a disqualification are, for instance, the failure to adhere to relevant environmental, health and security standards and laws, or to the conventions promulgated by the International Labour Organization and the United Nations. Further causes of disqualification are lack of compatibility with the principles, values and rules of conduct that guide the decision, processes and systems of an organisation in ways leading to its actions benefiting its employees and other important stakeholders. The observation of human rights includes that suppliers enact processes designed to preclude their use of conflict minerals. Consequently, the production processes of suppliers must also preclude the incorporation of raw materials that originate from high-risk areas, or from regions that are experiencing conflicts. Any procurement is excluded that could lead to a contravention of human rights, to corruption, or to the financing of armed groups, terrorism or similar activities. Adherence is continually monitored by submitting database queries to specialised external partners. In cases of non-compliance, suppliers are required to adapt their supply chains. Suppliers are also required to ensure the observation of other product-related requirements such as those imposed by REACH and RoHS. On request, suppliers are obliged to disclose the contents and origins of the products supplied. Suppliers are also disqualified whose actions promote corruption, or who engage in other practices contravening laws and principles of fair competition.
To monitor suppliers' compliance with the above standards, the S&T Group also employs the project-related inspection of the test results provided by suppliers. These tests include audit evidence, inspection logs and sustainability reports. In addition to making use of generally available information, S&T's activities in this area include inspections of facilities and audits of suppliers in order to examine production conditions on site. Further measures include regular exchanges of information with representatives of the supply chain. These measures facilitate and optimise the S&T Group's compliance with the aforementioned standards when manufacturing IT and IoT products.
Ongoing dialogue with the stakeholders cited, as well as with investors, employees, legislators and local organisations, proxy advisors, rating agencies, and other stakeholders is of great importance to us and help us to identify ESG opportunities and recognise ESG risks in good time. An excerpt from the discussions held in 2021 is presented in the "The Share" chapter of the annual report. We are happy to answer our stakeholders' questions and look forward to receiving feedback and suggestions at [email protected].
ESG topics and achieving the defined targets fall under the purview of CFO Richard Neuwirth and are promoted and implemented by the entire Executive Board, the country managers and the heads of divisions.
Traditionally, many of our sustainability initiatives are carried out by our subsidiaries in their local contexts. In recent years, numerous projects have already been successfully completed. We now recognise that concentrating all our efforts to reach ESG targets at Group level is both advantageous and appropriate under present circumstances. To this end, the position of "Group Sustainability Manager" was created in 2021 to coordinate ESG topics and reporting on them across the Group.
In the second quarter of 2021, the external and internal stakeholders of the S&T Group were invited to participate in a stakeholder survey. Invitations were emailed direct to close stakeholders, and a link to the survey was also placed on the Group website (www.snt.at) for eight weeks. Social media channels (e.g. LinkedIn) were also used to draw attention to the survey and motivate stakeholders to participate. At the end of the survey the answers were evaluated with the help of an external consultant. Based on the survey results and the ESG risks cited, twelve key topics were identified that affect the S&T Group in its various business areas. Group-wide, cross-divisional sustainability management will be implemented as a way of ensuring that the key sustainability issues are adequately addressed.
The UN Global Compact contains principles on human rights, labor standards, environmental protection and the fight against corruption. Companies that join the UN Global Compact voluntarily commit themselves to adhering to these principles and their core precepts. In a letter to the UN Secretary General, S&T AG committed itself to compliance with the global ethical, ecological, and economic principles and applied for admission. Consequently, S&T AG has been a UN Global Compact member since January 2022.
Businesses should support and respect the protection of internationally proclaimed human rights; and
make sure that they are not complicit in human rights abuses.
Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining;
the elimination of all forms of forced and compulsory labor;
Principle 6 the elimination of discrimination in respect of employment and occupation.
Businesses should support a precautionary approach to environmental challenges;
undertake initiatives to promote greater environmental responsibility; and
encourage the development and diffusion of environmentally friendly technologies.
Businesses should work against corruption in all its forms, including extortion and bribery.
The 17 SDGs of the United Nations (Sustainable Development Goals, https://www.un.org/sustainabledevelopment/) provide guidelines for sustainable development on an economic, ecological and social level. In the course of updating the key sustainability issues, S&T also analysed the 17 development goals of the United Nations with regard to the company's business activities. The goals relevant for the S&T Group and which the company can particularly influence are shown below. S&T has identified nine goals that we help to achieve in various ways through our actions, products and solutions, and initiatives.
The S&T Group's step-by-step ESG plan was drawn up at the beginning of 2021 and aims to achieve gradual improvements in various areas over the next few years. For S&T, it is important to have an overall ESG concept embedded in the corporate strategy. The plan, developed on the basis of an external ESG analysis, takes this into account. The ongoing dialogue with our stakeholders was used in 2021 to update the materiality analysis and then reassess ESG risks.
ESG reporting was also expanded in 2021. In addition to collecting a greater number of key figures (based on the GRI standards), we have reacted to the EU Taxonomy Regulation adopted in mid-2021 and present the taxonomy key figures for the first time in the "EU Taxonomy" section of this report. In the following years, we expect more detailed EU taxonomy reporting requirements and have therefore expanded the reporting goal in our phased plan to meet the EU taxonomy requirements.
Evaluation of the quantitative ESG targets has started. Here, the development of the "Focus" project, which examines the stronger focus on the IoT business and the sale of the IT service segments, will have an impact on the quantitative objectives.
| ESG-Goal extension ESG-Risk assessment Update Materiality Analysis |
Preparation Scope I and II Reporting expansion (incl. EU-Taxonomy) Ongoing Stakeholder Dialog |
Evaluation ESG-Goals Implementation Stage II Improved reporting according EU-Taxonomy and recognized ESG standards |
Implementation Stage III FINALISATION Continious Improvement |
|---|---|---|---|
| GOALS 2021 | GOALS 2022 | GOALS 2023 |
"Small-scale measures with big effects" is the S&T Group's motto. It refers to our approach to realising and implementing the ideas and suggestions put forward by our employees. We are pleased that other companies in the S&T Group are pursuing many of the projects initiated. As part of the ESG Group strategy, we are increasingly moving towards also defining overarching goals, which are gradually being implemented locally by the subsidiaries, as well as launching Group-wide programs. In 2021, the focus continued to be on the topics of "training" and on converting our power supply to increased use of renewable energies.
The new Security Awareness Program ensures that everyone in our organisation is sufficiently informed of security issues and has the requisite measure of responsibility for dealing with threats to data security and data protection.
With a new online compliance training system, courses and tests for S&T staff at all levels can be conducted and documented.
The "S&T Leadership Academy" is a one-year training course which focuses particularly on female junior executives in a wide variety of fields who are prepared for their next career steps within the S&T Group by external trainers and S&T managers.
In 2021, three group-wide training programs were restructured and started.
The electricity used at the S&T AG sites in Innsbruck, Linz, Graz, and Vienna comes exclusively from renewable energy sources. Electricity from renewable energy sources is also increasingly being used at other sites – the share of renewable energy sources in the S&T Group is to be significantly increased in the coming years.
Our contribution to sustainable use of resources – keep it up!
Quite a lot is happening with regard to generating our own power, too. S&T has installed photovoltaic systems at several of its sites. For example, three photovoltaic systems are in operation on the roofs of Iskratel in Slovenia. The total output is 1.07 MWp and the plants produce an average of over 1.1 GWh of electricity per year, enough to meet the needs of 330 average households. At 0.5% of total electricity consumption, the proportion of self-generated electricity is still relatively low — S&T is therefore planning to commission more photovoltaic systems in the future and increase this share.
In this way we as a company do our bit to generate clean electricity – sustainability in action!
Apart from the aims of promoting more frequent use of public transport and, at several sites, company bicycles, and reducing the number of fuel-powered cars in use, the fleet of vehicles that are still necessary are to be successively converted to e-vehicles. Of the approximately 1,500 vehicles, around 6% were e-cars in 2021 (2020: 4%). This figure should be significantly increased in the coming years.
More e-cars have already been ordered and will help make journeys less CO2-intensive in future!
Within the framework of the EU action plan on financing sustainable growth, redirecting capital flows into sustainable investments is a key objective. The EU Taxonomy Regulation, which came into force in mid-2020 with this objective in mind, serves as a uniform and legally binding classification system for defining economic activity in the EU that is considered "environmentally sustainable". Company-specific reports on the results of this classification are to be presented annually.
Article 9 of the Taxonomy Regulation lists the following six environmental objectives:
The EU has currently published guidelines for sustainable economic activity in accordance with the EU taxonomy for two environmental objectives (climate change mitigation and climate change adaptation). The description of the economic activity in the delegated acts determines which economic activities can be considered in principle.
In order to classify an economic activity as "environmentally sustainable" as defined by the EU taxonomy, a distinction must be made between taxonomy eligibility and taxonomy compliance. First of all, it is necessary to check whether an economic activity is described in the delegated act and is therefore taxonomy-eligible. Only taxonomy-eligible economic activities that meet certain criteria can be considered "environmentally sustainable". For classification as taxonomy-compliant, evaluation is then necessary to determine whether the technical evaluation criteria named have been met.
For the first EU taxonomy reporting year 2021, disclosure is required of the share of revenue, investment, and operating expenses accrued by taxonomy-eligible and non-taxonomy-eligible economic activities. This analysis must include the revenues, capital expenditure and operating expenses of all Group companies, whether fully consolidated or consolidated pro rata.
These revenues are determined on the basis of the amounts reported under these items in the income statement.
The base figure for capital expenditure is the sum of additions to property, plant and equipment, and intangible assets during the financial year before depreciation and amortisation and possible revaluations for the financial year in question and without changes in fair value. Additions to property, plant and equipment, and intangible assets resulting from business combinations are also included (application of IFRS (IAS 16, 38, 40, 41, IFRS 16)). Acquired goodwill is not included. Investments in non-current assets that are classified as for sale or for distribution are only taken into account until the first date of the corresponding classification
Operating expenses are based on the direct, non-capitalised costs for research and development, building renovation measures, shortterm leasing, maintenance and repair as well as all other direct expenses for the ongoing maintenance of property, plant and equipment necessary to ensure their continuous and effective functioning that is performed by the company or by third parties.
Under Art 8 (1) of the Regulation in conjunction with Section 243b or Section 267a of the Austrian Civil Code (UGB), S&T AG is obliged to apply the regulations of the Taxonomy Regulation. In compliance with Section 245a (1) of the Austrian Civil Code, S&T AG's consolidated financial statements as of December 31, 2021, were prepared in accordance with IFRS. The amounts used to calculate the revenue, CAPEX and OPEX key figures are based on the figures reported in the consolidated financial statements.
Any of S&T AG's economic activities that are included in the EU catalog are considered taxonomy-eligible. In the case of S&T AG, for example, the following economic activities are to be considered: 6.14. "Infrastructure for rail transport", 8.1. "Data processing, hosting and related activities", 8.2 "Data-based solutions to reduce GHG emissions" and 9.2. "Close to market research, development and innovation". Revenues, investments and operating expenses related to this economic activity can be classified as taxonomy-eligible.
Based on an analysis of all economic activities, the share of taxonomy-eligible revenues / investments (CAPEX) / operating expenses (OPEX) of the respective totals of S&T AG is reported in accordance with the EU Taxonomy for the 2021 financial year.
The EU Taxonomy Regulation and the delegated acts adopted for it contain wordings and terms that are still subject to considerable interpretative uncertainty and for which clarifications have not yet been published in every case. S&T AG's interpretation of these terms is set out below.
The revenue indicator results from the ratio of revenues from taxonomy-eligible economic activities in a financial year to the total revenues in that financial year.
| Revenue non-taxonomy-eligible | 28.6% |
|---|---|
| Total | 100.0% |
The total revenue of EUR 1,342 million for financial year 2021 is the denominator of the revenue indicator and can be found in the consolidated income statement (please refer to Notes Section C, Note (1)). S&T AG's revenues of EUR 1,342.0 million are examined across all Group companies to determine whether they were attained by taxonomy-eligible economic activities in accordance with Annex I (contributing substantially to climate change mitigation) and Annex II (contributing substantially to climate change adaptation) of the Delegated Regulation (EU) 2020/852. Through a detailed analysis of the items included in the revenues, each revenue is assigned to the taxonomy-eligible economic activities. The sum of all revenues from taxonomy-eligible economic activities for the 2021 financial year is the numerator.
S&T AG's economic activities are defined as taxonomy-eligible by the economic activities described in the Delegated Regulation (Annex I/ Annex II) 3.6 "Manufacture of other low carbon technologies (Annex I/Annex II)", 6.14. "Infrastructure for rail transport (Annex I/Annex II)", 8.1. "Data processing, hosting and related activities (Annex I/Annex II)", 8.2 "Data-based solutions to reduce greenhouse gas emissions (Annex I/Annex II)" and 9.2. "Close to market research, development and innovation" (Annex I/Annex II).
For the financial year 2021, revenue from goods and services generated by these economic activities will be classified as taxonomy-eligible if they were produced or rendered internally. By contrast, revenue from the trade of purchased goods and services is classified as non-taxonomy-eligible.
The CAPEX indicator shows the share of capital expenditure (CAPEX) that is either associated with a taxonomy-eligible economic activity, with a credible plan to increase such expenditure (if such a plan exists) or achievement of environmentally sustainable economic activity, or refers to the purchase of products and services from taxonomy-eligible economic activity.
| CAPEX taxonomy-eligible | 76.3% |
|---|---|
| CAPEX non-taxonomy-eligible | 23.7% |
| Total | 100.0% |
With its customer I-ICT INFRABEL, operating the telecommunication networks of the Belgian railway infrastructure manager, Kontron Transportation has been engaged since 2019 in the migration of their NSS R99 GSM-R (Global System for Mobile Communication-Railway) Core Network system to the NSS R4 GSM-R standard. After a first major step in 2020 concerning the whole current mobile traffic (circuit switching domain), this project was successfully completed in 2021 with the migration of the GPRS system.
This final step, covering the packet switching domain, is an essential achievement in INFRABEL's vast program to modernise its infrastructures and systems, driven by its ambition to make the Belgian rail network one of the safest in Europe: until today, GPRS (General Packet Radio Service) has been only used for some marginal applications like the protection of trackside works, but it will soon become the central building block of the updated railway signalling systems, which is required to safely operate high speed lines with short intervals between trains.
Alex Raviart, Head of INFRABEL Telecommunication Networks and newly designated President of Kontron Transportation's User Group, acknowledged the high professionalism level of the involved teams at Kontron Transportation, as well as their solid experience and strong methodology.
The whole migration project was executed without impact on the regular railway operation, in full compliance with contractual requirements and strictly within assigned calendar objectives.
OPEX SHARE AS %
For the financial year 2021, the CAPEX are allocated to the economic activities for the production of which the assets are used. At the level of the economic activities, the assets are then weighted according to their respective share of taxonomy eligibility. Assets that are not directly attributable to an economic activity, e.g. vehicle fleet, are classified individually according to their taxonomy eligibility.
The OPEX indicator specifies the share of operating expenses in accordance with the EU taxonomy which is associated with taxonomy-eligible economic activities, with a CAPEX plan as mentioned above, or the acquisition of products from a taxonomy-eligible economic activity.
| 44.0% |
|---|
| 56.0% |
To determine the denominator, the accounts showing the direct, non-capitalised costs for research and development expenses, building renovation measures, short-term leasing, maintenance and repair expenses (explanation of key components) were examined.
The numerator is calculated by analysing the assets associated with the expenses recorded in the above-mentioned accounts with regard to their taxonomy-eligibility on the basis of Annex I (contributing substantially to climate change mitigation) and Annex II (contributing substantially to climate change adaptation) of the Delegated Regulation of the (EU) 2020/852.
The OPEX substantially consist of uncapitalised expenses for research and development. In this respect, the analysis of the taxonomyeligibility of research and development costs is of great importance when determining the OPEX indicator.
The OPEX included were classified as taxonomy-eligible for the 2021 disclosure to the extent that they were related to taxonomyeligible revenues or CAPEX. If a connection could not be determined, the OPEX were classified as non-taxonomy-eligible in case of doubt. Essentially, OPEX for maintenance and repair and leasing of vehicle fleet are thus included in the numerator for 2021.
For the determination of the indicators for the financial year 2021, the data was only partially available in sufficient quality due to the fact that the publication of the Taxonomy Regulation was during the current financial year, as a result of which revenues, CAPEX and included operating expenses were classified as not taxonomy-eligible in case of doubt. A project is planned for 2022 to refine the level of detail of the data collected in the Group and thereby increase the data quality for determining the indicators.
Our management and employees are always aware of their responsibility to the environment. A responsible approach to the environment and climate protection are two of our important corporate objectives – and thus key components of our corporate strategy. Our company's management has established a detailed set of environmental policies and promotes employees' awareness of environmental issues in their daily work. A further focus of these policies is the creation of solutions effectively protecting natural resources, the environment, our staff members, and the people working with our products. One way in which this is achieved is by using materials that do not damage people or the environment.
We developed an environment management system for deployment in our production-related premises in Europe and North America. This system assesses the sites' environmental performance and thus delivers indications on how to improve it on an ongoing basis. The system is based on our environmental policy, from which overarching and specific environmental goals are derived and which ensures that our environmental protection obligations are met within the framework of the environmental management system.
Within the S&T Group, companies in Albania, Belgium, China, Germany, Great Britain, France, Croatia, Malaysia, Montenegro, Austria, Romania, Serbia, Slovakia, Spain, the Czech Republic, Hungary and Belarus are certified in accordance with the international environmental management standard ISO 14001. The S&T Group also plans further certification of other locations within the Group according to ISO 14001: The ISO 14001 certification measures are continuously reviewed and taken further. An important part of our environmental management system is the identification and analysis at each facility of relevant and significant environmental issues. Each of these issues is then evaluated and subsequently classified. This enables the effective implementation improvement measures. As stipulated by the new standard, we have extended our assessment to include evaluation of the opportunities and risks arising from our respective environment-impacting activities. This enables their effective management. The assessment is appraised and updated at least once a year.
Communication-based and constructive working relationships with internal and external stakeholders
Adherence to requirements imposed by local and national laws
Monitoring, verification and evaluation of our environmental performance
Educating, training and motivating our staff to be protectors of the environment
Our environmental management system has been structured in such a way that it helps us to identify and monitor all requirements imposed by the needs of the environment and by the laws of the respective country or location. This in turn guarantees that the requirements comply with applicable legislation. To achieve this, we use an online register of laws that automatically notifies us of changes to laws and directives relating to recycling, the treatment of chemicals, climate protection and conservation of bodies of water. This also encompasses rules on product-related environmental protection. We use internal audits to determine the strengths and weaknesses of the environmental management system in place at each facility.
We also expect our suppliers to adhere to ecological and social standards. This adherence is checked by means of the audits of our suppliers that we conduct. We systematically acknowledge and analyse the expectations of all those parties that are interested in our environmental performance. This enables us to proactively fulfil the requirements placed by our respective sets of stakeholders on our actions to protect the environment – and to forge ties with them depending on their particular areas of interest.
Our goal is to improve our environmental performance continually. We take our corporate environmental policies as the basis for setting annual environmental targets at each facility. By doing so, we ensure the efficacy of the program. If necessary, we implement improvement measures and establish appropriate new objectives. We work to identify indicators that can be used to quantify all environmental objectives and make them more transparent and even more measurable. Examples of such indicators are electricity consumed per employee, heating requirement per unit of surface area, and CO2 emissions resulting from business trips per employee.
We provide our customers with reliable, integrated and holistic products that constitute unique solutions. Our key objective is to develop innovative products and solutions that are characterised by low energy consumption and enable efficient and resource-conserving manufacturing.
Energy-conserving IoT and embedded solutions are already well represented in our portfolio, and their share will continue to grow due to steadily increasing customer demand. In addition, the ecological aspect is of ever-greater importance in our innovative developments and our business-related considerations and decisions. That is why we always take care to conserve natural resources by avoiding waste and using efficient recycling solutions, for example.
We supervise our waste disposal facilities on the basis of the comprehensive catalogue of types of waste contained in the decree on the list of waste and the industrial waste regulation and require documented evidence of sorting and recycling quotas as well as the final shipment of our waste.
Our objectives are the avoidance of the use of hazardous materials in our components and the attainment of environmentally aware product design. To achieve these goals, we always ask our suppliers for information on the composition of the components that we obtain from them and incorporate in our proprietary products. This enables us to inform our customers at any time about the components installed in their products. At the same time, we pursue our goal of accomplishing an environmentally conscious product design. We meet customers' specific requirements in accordance with legal requirements The S&T Group's adherence to environmental requirements imposed by applicable laws and regulations starts in product development phase. These regulations, and their implementation in each national context, include:
On January 27, 2003, the EU passed an environment protection directive entitled "WEEE Directive 2002/96/EC" (the abbreviation stands for "waste electrical and electronic equipment"). Its objective was to bring about the reduction of the increasing quantity of electronic waste that stems from electrical and electronic devices that are no longer used. The Directive was replaced by the WEEE Directive 2012/19/EU of July 4, 2012. This directive's objective is to remind the parties concerned of their responsibilities towards electrical and electronic devices that are no longer being used, and to promote the prevention, reduction, and environmentally compatible disposal of the increasing quantities of electronic waste through extended producer responsibility. All EU member states are required to implement the WEEE Directive in national laws.
The S&T Group has committed itself to undertaking actions to promote a safe and healthy environment. The Group is thus working conscientiously to adhere to all requirements imposed by the WEEE Directive. The products sold by S&T and its subsidiaries that are affected by the WEEE Directive meet its requirements by
Most of our products are classified as "embedded computers" (integrated computers). As such, they do not belong to any of the categories of products defined in the WEEE Directive. Our "embedded computers" are not standalone electrical and electronic systems, and are not sold under our corporate name to end-users. Instead, they are incorporated into customer systems. The WEEE Directive assigns the main responsibility for handling the obligatory registration and reporting and management of the recycling process required by the Directive to the final manufacturer of the product, and thus to our customers, who sell their products under their own company names to end-users.
To help our customers to comply with all the stipulations of the WEEE Directive, we provide them with all the data that has to be reported (product weight, instructions on disassembly, etc.). This data is found in the product's technical specifications, product overview and/or installation and maintenance manuals. Customers affected by the WEEE Directive can conclude an agreement for the obligatory return of the components concerned.
In addition to embedded computers, we also produce complete systems such as rackmount servers, which are considered to be standalone systems. We satisfy the obligations imposed by the WEEE to register such systems in the EU member countries bound by it.
On July 1, 2006 EU Directive 2002/95/EU on the restriction on the use of certain hazardous materials in electrical and electronic devices (RoHS Directive) came into effect. The directive is abbreviated as RoHS ("Restriction of Hazardous Substances").
Since this promulgation of the Directive, the member states of the European Union have been required to ensure that electric and electronic devices introduced onto markets do not contain – in accordance with the RoHS Directive – lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB), or polybrominated diphenyl ethers (PBDE). The Directive provides for exceptions to this prohibition only under certain conditions.
The updated RoHS Directive (2011/65/EU, RoHS 2), categorised as a CE directive of designation, was issued by the EU on June 8, 2011. The exemptions defined at that time ceased to be effective from January 2, 2013. From this date, the EU member states had to implement and publish the requisite legal and administrative regulations to meet the stipulations of the RoHS-2 Directive.
The Kontron companies, as manufacturing subsidiaries of S&T AG, fulfill the stipulations of the RoHS-2 Directive and ensure the availability of RoHS-compliant products for their customers.
The few exceptions still found in Kontron's RoHS-compliant products are regularly evaluated by the European Commission regarding renewal of their approval. Kontron and the S&T Group take the expiry of the active RoHS-2 exceptions very seriously.
In its cooperation with our partners, S&T AG also sees it as its duty and a matter of course to provide the latest information on the disposal of hazardous materials that stem from the components used. The S&T Group – and specifically its subsidiary Kontron, which is active in the product area – offers a broad range of electronic and mechanical components, modules and processes. This broad range enables S&T to recognise trends at an early stage and thus to implement unique solutions. These in turn enable manufacturers of components to avoid using hazardous materials.
The REACH Directive ("Registration, Evaluation, Authorisation and Restriction of Chemicals") was adopted by the European Union to lessen the risks arising from chemicals to human and environmental health.
Since June 1, 2008, manufacturers and importers of chemicals in the European Economic Area (EEA) have been required to register with the European Chemicals Agency those materials subject to mandatory registration if such chemicals are being produced or imported in quantities of at least 1 ton a year. An exception to this rule are so-called "phase-in materials" and those listed in EINECS (European Inventory of Existing Commercial chemical Substances).
The companies of the S&T Group issue the reports required of them by REACH. This is because our products form part of the scope of application of this EU directive on chemicals. However, Kontron's and S&T's products are manufactured products (not chemicals), that do not release substances under normal and foreseeable conditions. Our electronic components, small-sized parts, and small-sized computers are manufactured products as defined by Article 3 Number 3 of the Regulation (EC) No. 1907/2006 (REACH). This is because the products' specific forms – and the design in general – play a much more important role in determining how they work than their chemical compositions do. These products are not subject to mandatory registration under REACH.
The S&T Group commits to managing its products and processes in ways that minimise the risks they pose to the health and safety of humans and the environment. The Candidates List of the European Chemicals Agency lists "Substances of Very High Concern" (SVHCs). Kontron regularly monitors this list for new additions. Our authorised manufacturers are obliged to disclose the existence of SVHCs on request. In accordance with Article 33 of the REACH Directive, Kontron and S&T inform their customers promptly about any amendments to the Candidates List and about the relevance of these changes to our products. In addition, such queries may be submitted to our company at any time.
The USA's "Dodd-Frank Wall Street Reform and Consumer Protection Act" contains disclosure and reporting requirements relating to so-called "conflict minerals" originating from the Democratic Republic of the Congo (DRC) and its neighboring countries. This legislation has been binding for companies listed on the US stock exchanges since July 2010. The term "conflict minerals" applies to such raw materials as tantalum, tin, gold and tungsten in cases where their mining and trading form part of the financing or other kinds of support for armed groups in the DRC and its neighboring countries. Respecting human rights and thus adhering to the Dodd-Frank Wall Street Reform and Consumer Protection Act is of the highest priority for us. We have instituted measures to preclude our use of conflict minerals in our chain of supply. This represents one way in which we help to avoid or minimise human rights violations (see "S&T Supplier Code of Conduct").
We assist our customers with their comprehensive declaration on the use of conflict minerals in accordance with the stipulations imposed by USA's Securities and Exchange Commission (SEC). Our customers are required to furnish the corresponding information on their chains of supply. This in turn requires that they adhere to disclosure obligations and the conduct diligence-based verification. S&T AG's Kontron subsidiaries are in a position to assess and track the components and suppliers covered by the reporting and by the declaration on the utilisation of conflict minerals. To determine the origins of the metals used, we call upon and work closely with external providers of services and with the manufacturers. This is because we do not directly procure these metals from mines or smelters.
In June, 2016, the European Commission, the European Parliament and its member states agreed for the first time on guidelines for a directive to govern the trading in so-called conflict minerals. The EU's new CMRT Directive came into force on January 1, 2021. It aims to reduce trading in tin, tantalum, tungsten, and gold from conflict regions. This new EU regulation is therefore relevant to the corporate obligation to render diligence in the raw materials sector. This, in turn, will cause the company to assume greater responsibility for the supply chain of raw materials and to take measures to prevent the financing of conflicts and human rights violations. The new EU regulation affects the S&T Group only indirectly. Despite this, we meet our obligations towards our suppliers and customers with great diligence.
Since 2009, the battery law (BattG) has regulated placement of batteries on the market, collection and environmentally compatible disposal of batteries and accumulators in Germany. The objective of the law is to call companies in Germany that place batteries and accumulators on the market to account for their products. The battery law also applies to batteries installed in other products or added to other products.
The companies that place batteries on the market therefore have to fulfill certain obligations: Records must be kept of the quantities of batteries placed on the market in Germany every year. A collection system of the appropriate dimensions must be organised and funded. To this end, the companies concerned are obliged to classify their batteries as one of three types (for devices, for industry or for vehicles) and enter them in the so-called battery register under the respective trade name indicating the collection system used.
Exceptions are made only for batteries used for the areas security, military equipment and equipment for use in space.
On January 1, 2021 BattG2 came into effect. This new law increases the minimum share of collection via the collection systems of batteries placed on the market from 45% to 50%. Further, the battery register is now administered by the German registry "Stiftung Elektro-Altgeräte Register (Stiftung ear)". Registration and all changes are therefore subject to the corresponding fees regulation.
The transition period for implementing BattG2 expired on December 31, 2021. The battery types and battery trade names placed on the market until this day by Kontron Europe GmbH could therefore be ascertained by consulting the battery register held at the German Environment Agency (Umweltbundesamt). This information is available from Stiftung ear starting with 2022.
Kontron Europe GmbH, as a manufacturing subsidiary of S&T AG, meets the requirements of BattG2 and also assumes responsibility as the first market placement agent for selected suppliers.
We take measures to ensure proper disposal of the waste generated at our production facilities and offices. This disposal is subject to clearly formulated and binding regulations. Waste materials generated from production operations are assigned to the following categories and then disposed of in the corresponding marked and labeled containers: paper and cardboard, recyclable materials (styrofoam, plastics, films, etc.), metal scrap, electronic waste (e.g. cables, boards, keyboards, monitors, etc.), and rechargeable and other batteries. Special rules have been established for ESD (electrostatic discharge) areas. Such items are disposed of in dedicated containers. Waste generated in offices is also separated. The offices have special bins for paper and cardboard and for the other kinds of waste, whose separation is handled by providers of disposal services. Additionally, locked bins are used for the disposal of confidential documents.
The S&T Group also makes an effort to avoid waste by manufacturing our proprietary products and those procured from others with a minimum of packaging. This also applies to items ordered. Working with our suppliers, we increasingly use environmentally friendly packaging, including biodegradable and compostable materials such as plastics made from cornmeal, algae and hemp, and recyclable items such as paper and cardboard.
Sustainability plays a crucial role in IT services. Our commitment to conducting "green business" is shown by the S&T Group's selection of our partners for data center operation. Criteria used to assess adherence to "green IT" include the efficiency of the air conditioning used to cool the data centers. When choosing server and storage systems, we focus on their procurement, operation and disposal. In addition, we use advanced ITSM ("IT system management") to control the deployment of our systems and employees. This ensures the use of IT resources where they are actually needed, and assignment of our employees in a manner that optimises their routes.
| INDICATOR | GRI | UNIT | 2021 | 2020 |
|---|---|---|---|---|
| Total heating and process energy | 302-1 | kWh | 12,174,414.0 | 10,163,971.9 |
| Total fuel | 302-1 | Liters | 2,065,952.5 | 1,755,253.1 |
| Total electricity consumption | kWh | 23,833,872.8 | 21,939,134.4 | |
| Air travel | ||||
| Short flights | Flights | 450 | 595 | |
| Long-haul flights | Flights | 344 | 336 | |
| Vehicle fleet | ||||
| Number of company cars | 1,622 | 1,589 | ||
| Proportion of e-cars | % | 6.0% | 4.0% | |
| Ø kilometers traveled per car | km | 18,171.1 | 17,819.8 |
*extrapolated to 100% based on data from 80% of Group companies and FTEs per location
S&T Group is in the process of equipping all of its company buildings gradually with plants for the production of renewable electricity such as own solar power. Role models are the sites of Kontron AIS, Iskratel, and S&T's headquarter in Linz, where photovoltaic systems have already been installed.
The various software solutions and products of the S&T Group can contribute in many different ways to conserving resources, using energy sustainably and achieving environmental goals in general. Kontron Transportation solutions, for example, support environmentally friendly rail transport, our Smart Energy business contributes to efficient energy use and promotes the use of renewable energies, and Kontron is researching and working towards resource-saving smart factory solutions. For more information, see the "Portfolio of products and services" chapter of the annual report.
Machine vision, machine learning and deep learning based on neural networks are becoming increasingly widespread in manufacturing facilities. They can help to scale manufacturing solutions and to rapidly analyse unused data, enabling fast and extremely precise decision-making. Kontron, our S&T subsidiary, has developed a robust AI platform that facilitates entry into Google's TensorFlow world in the factory.
The compact AI device platform consists of an M.2 module with the Google Coral accelerator for the TensorFlow Lite software ecosystem on a 2,5" pITX single board computer with the NXP i.MX8M processor. With up to four TOPS (trillion opera-
tions per second), it provides high-speed processing of image and video data. The TPU accelerates to a speed of 30 images per second — five times faster than applications with simpler USB cameras without a TPU.
Suitability for industry and robustness were key considerations during the development stage. The result: the NXP-based AI platform can be used in operating conditions within a wide temperature range from -40 °C to +85 °C. In addition, it has been designed to withstand high mechanical loads and, as a low-performance-loss solution, contributes to sustainability.
The platform is highly suitable for AI machine vision applications such
as predictive maintenance. With it, tool wear and the machinery output trends can be monitored over a long period of time. Additionally, efficiency can be increased by means of quality inspection including detection of missing components and flaws as well as through an improved system management and detection of obstacles in the production line. With the platform, manufacturing and production use fewer resources since times needed to respond to faults are reduced by the visual inspection and real-time analysis of the manufacturing data. Less waste is generated, fewer parts have to scrapped, and environmental stress is reduced.
As of December 31, 2021, the S&T Group had 6,206 employees. This figure does not include trainees and staff on parental leave. Unless otherwise stated, the following employee figures express full-time equivalents as of the balance sheet date.
Broken down by S&T's business areas and as of December 31, 2021, 762 people worked in sales and marketing; 742 employees were engaged in the field of engineering (hardware-related IT services); 526 employees worked in production and logistics; and 916 people in management and administration. The number of people working in the area of development (research & development and engineering) has now reached 3,260.
Broken down by business segment and as of December 31, 2021, 2,459 people worked in the segment "IT Services", 3,482 employees worked in the segment "IoT Solutions Europe", and 265 employees in the segment "IoT Solutions America". Broken down by region, approximately 92.3% of all employees are based in Europe, some 4.3% are in North America, and around 3.4% in Asia. The number of employees in Austria, the Group's home country, was 617 people as of December 31, 2021.
| EMPLOYEES BY REGION*: | 2021 | 2020 |
|---|---|---|
| Europe | 5,729 | 5,553 |
| of which Eastern Europe | 3,477 | 3,468 |
| of which Austria | 617 | 588 |
| of which Germany | 1,253 | 1,119 |
| of which rest of Europe | 382 | 378 |
| Asia | 212 | 214 |
| North America | 265 | 300 |
| Total | 6,206 | 6,067 |
* Number of full-time-equivalent employees without employees on parental leave, interns, apprentices and contingent workers
Compared to the previous year, the number of employees has risen by around 2.29% to 6,206 employees as of December 31, 2021. Many of the S&T Group locations serve as centers of vocational education where young persons are trained for technical and business professions. These educational activities are evidence of the S&T Group's years of commitment to training young people, a commitment enabling it to cover part of its need for highly qualified young employees. The Group also maintains working relationships with many universities of applied sciences and other institutions of higher education and provides support to students undertaking dual majors in a variety of technical and scientific disciplines. S&T also offers internships and the chance for students to work on projects within the Group. Overall, the S&T Group employed 115 trainees and students in 2021 (PY: 107) on combined work-study programs. For the first time, the number of S&T employees with technical qualifications was surveyed. In 2021, this was 52.8% of employees.
In financial year 2021, a survey was again carried out to find out the highest academic qualifications of our employees. Currently 0.9% of them have a Ph.D. (PY: 0.8%), 29.6% a master's degree (PY: 30.5%), 30.2% a bachelor's degree (PY: 31.7%), and 27.5% (PY: 28.1%) have graduated from high school (with entitlement to pursue higher education).
Distribution of highest academic qualifications of employees of the S&T Group as of December 31, 2021:
Our group's international orientation fosters diversity among our staff. This is important to us – because the individuality of our employees, in conjunction with equal opportunities and respect for origin, age, religion, gender and other characteristics, forms our corporate culture. In 2021, the principles for diversity and equal opportunities were laid down in the "S&T Diversity" policy which, along with the Code of Conduct, is binding for all employees.
When filling any position in the Group, S&T follows the principle of promoting women and non-discrimination. Promoting women's interests forms part of S&T's process of adapting its operations to account for changes in the worlds of work and in daily life. This process extends to S&T's management for which the Group is striving to increase the share of women in order to achieve equal levels of participation in responsibility and decision-making. S&T has therefore set itself the goal of increasing the proportion of women in senior and middle management positions from 22.1% (PY: 21.6%) to at least 26.3% (PY: 25.6%), which corresponds to the current gender distribution in the Group, by conclusion of the third stage of the step-by-step ESG plan.
Women are still less strongly represented in technical professions than men. To change this, we have launched programs intended to get young women interested in technical professions as early as possible. For example, S&T AG always participates in the annual "daughters' days" in Austria which gives girls aged 11 to 16 the opportunity to discover the technical professions at local companies.
As of December 31, 2021, S&T's workforce had the following gender distribution:
Of our 6,206 employees as of December 31, 2021, the following age distribution was observed: some 13.7% (PY: 14.1%) were less than 30 years old; 56.1% (PY: 57.5%) were in the middle group (between 30 years and 50 years), and 30.2% (PY: 28.4%) were older than 50 years. Our objective is to make use of the diversity of age shown by our employees to optimally support and deploy each employee in our Group. To achieve this, we promote the securing and transferring of knowledge through the exchange of information and ideas among all employees in the Group.
Age distribution in the S&T Group as of December 31, 2021:
Sandra Grünwald has worked for the S&T Group for more than 15 years. In her role as head of the Executive Board administrative office she has contributed to the company's transformation from an IT services provider to an internationally leading supplier of IoT technologies. The rapid growth in recent years has not only led to higher revenues, but also higher demands and additional tasks for Sandra's team.
In addition to various organisational agendas, the Executive Board office acts as a hub for all S&T Group subsidiaries, putting them in touch with the right contacts and so assisting the flow of information within the Group. Corporate governance and compliance issues are successfully managed through the work of the Executive Board office of the S&T Group.
When asked about her own career path, Sandra believes that it is important to remain open to new things, to see the positive aspects of a changing environment and to see new tasks as an opportunity for personal development. It is for that reason that Sandra supports the training schemes in the S&T Group. The training of apprentices is particularly important to her and she is proud to have already accompanied many colleagues on their way to passing their final apprenticeship examination.
In addition to its everyday activities, the Executive Board office also coordinates special projects. One such was the reductions in office space and the move to a new location in 2021. This presented an opportunity to expand the waste separation system at the site.
"I would like to take this opportunity to thank the entire S&T team for the many years of good cooperation – especially Alexandra and Jelena for supporting the ESG projects completed in 2021!"
Sandra Grünwald
The distribution of employees as of December 31, 2021, among "management" and "specialists" was as follows:
| 2021 | F | M | |
|---|---|---|---|
| Management | 15.5% | 22.1% | 77.9% |
| Specialists | 84.5% | 27.1% | 72.9% |
| Total | 100.0% | 26.3% | 73.7% |
The average seniority in the financial year 2021 was 10.2 years, and staff turnover was 14.8% (PY: 10.3%). Due to the realisation of synergies, for example in the IT Services segment in Germany and in North America, staff reductions were necessary in 2021, which led to an increase in staff turnover.
At our facilities, we strive to enable and encourage the employment of people whose health impairs their ability to work. For example, we increased the number of barrier-free accesses at our production facility in Augsburg, Germany. According to the annual CSR survey, 1.4% of Group employees count as employees with disabilities.
| INDICATOR | GRI | UNIT | 2021 | 2020 |
|---|---|---|---|---|
| Employees total | 102-8 | FTE | 6,206 | 6,607 |
| Women | 102-8 | in % | 26.3 | 25.6 |
| Men | 102-8 | in % | 73.7 | 74.4 |
| Share of trainees of employees total |
102-8 | in % | 1.7 | 1.8 |
| Share of female trainees of trainees total |
102-8 | in % | 20.3 | 29.0 |
| Employees with disabilities |
405-1 | Headcount | 89 | 57 |
| Fluctuation | 405-1 | in % | 14.8 | 10.3 |
| Ø Company seniority | in years | 10.2 | 11.0 |
| INDICATOR | YES/NO |
|---|---|
| Is the company located in a country where there is no right to collective bargaining, works councils and freedom of association? |
no |
| Are there strict prohibitions regarding collective bargaining and freedom of association? | no |
| Are there any operating sites with a significant risk of incidents of child labor? | no |
| Are there any operating sites with a significant risk of incidents of forced or compulsory labor? | no |
Our employees are the drivers of the successes achieved by the S&T Group. That is why S&T makes sure it has employees who are dedicated and qualified. To this end we invest in a large number of specialist courses and training programs. We also offer our staff ways of continuing their development within our company.
S&T's long-held philosophy
remains unchanged and is driven forward by internal programs for the personal and professional development of our colleagues. In financial year 2021, the S&T Group invested around EUR 1.5 million (2020: EUR 1.1 million) in employee training. Due to the restrictions made necessary by the COVID-19 pandemic, training courses were increasingly conducted in online teaching formats, as they were in the 2020 financial year. Training and further education took place in a wide variety of subjects and fields. Above all, many technical training courses were held to maintain or expand certifications with individual manufacturers such as AWS, SAP, Microsoft, HP, VMware, Cisco, etc. Leadership training and coaching, occupational safety training, project management seminars, and languages were also strongly represented.
Apart from the various training schemes, training on the job is also a key component of the S&T Group's staff development strategy. Employees from the various divisions are given the opportunity for job rotation; contacts with colleagues at other locations facilitate the transfer of specialist knowledge within the Group and bring new ideas into the departments. Alongside "job enlargement", in which employees can take on additional tasks in the area of work they are familiar with, they are also being increasingly encouraged to embrace "job enrichment" and take on new duties that carry more responsibility. This helps them to gain the skills necessary to take on management positions in future. On the established management trainee program, for instance, they can gain experience of interim management with the aid of an experienced executive manager as a mentor and so obtain the qualifications needed for a higher level of management. When filling vacant management positions, priority is given to candidates from within the Group. If the responsibilities require it, candidates from outside the Group are also considered.
The first round of the new S&T leadership training, the S&T Group Leadership Academy, started in November 2021. The oneyear program focuses particularly on female junior executives in a wide variety of fields who will be prepared for their next career steps within the S&T Group by external trainers and S&T managers. The aim of the academy is to enable participants to develop comprehensive leadership skills for their continuing professional development within the Group. Participants will receive professional, well-founded and practical management training in, among other things, all the important areas of Group business, from finance to legal to our solutions. In addition to professional qualifications, the course also includes modules on soft skills. 21 S&T Group employees are taking part in the first round of the academy, of whom about 70 percent are women and 30 percent are men. Female applicants were prioritised for acceptance on the course, in keeping with the S&T Group's goal of increasing the proportion of female executives in the future.
A single set of principles of remuneration applies to all employees of the S&T Group. We always strive for fair remuneration of all employees regardless of gender, origin, religion, age, disability, or sexual orientation. The total remuneration packages are based on the average of the relevant labor market in each case to ensure that each employee receives a remuneration appropriate to the labor market that is applicable to her or him. These packages are comprised of a monthly fixed salary. Depending on the position held and the area of responsibility, a performance-based variable component and of a variety of supplemental benefits may also make up the package. Our objective is to provide our employees with the remuneration that they deserve and which motivates them to continuing performing well.
Stock option schemes have been in place for several years which allow allocation of stock options to executives and members of the Executive Board of S&T AG or of a company connected to it as variable remuneration. In 2020, warrants were made available for purchase on reasonable terms to a large section of the workforce for the first time, giving them the chance to participate in the company's future success. The warrants for 2020 are listed on the regulated market of the Vienna Stock Exchange. Further information (including the stock exchange prospectus) is available at https://ir.snt.at/Warrants_2020.en.html. The stock options issued in the past, and the warrants purchased in 2020, can only be redeemed after a vesting period and once defined barriers have been reached. This contributes to a strong commitment on the part of management and the employees as well as to sustainable corporate management.
As a basic rule, our employees have a say in the organisation of their working hours. This opportunity is even open to them where legal provisions for working hours such as part-time work or parental or care time are in place, as they are in some countries. Flexitime and a wide variety of part-time models, as well as shift swaps or time reductions, are established practice and are possible by individual arrangement. It is important to us that we meet and further develop the need for flexible working time models in order to create the best possible working conditions for our employees, especially for those with childcare obligations. This also includes the realisation of partial and/or full-time mobile work. In 2021, the large number of people working from home was continued, also to protect employees.
Regular employee surveys are conducted to find out the prevailing mood in the individual Group companies and identify areas where improvements can be made. The surveys have so far been carried out locally in the companies by an external service provider who ensures that the replies are anonymised. In the fourth quarter of 2021, a first Group-wide employee survey was carried out and an external service partner was appointed in accordance with the aforementioned requirements. Over 80% of S&T employees were invited to participate in the survey voluntarily. In approximately 50 questions they were asked about their daily work, how they found their work with colleagues and managers, sustainability, diversity, and employer attractiveness.
The anonymised results of the employee survey were made available to management at the beginning of 2022 and will now be analysed until the second quarter of 2022. Together with management at the local sites, measures are then defined in the subsidiaries to exploit the potential for improvement that has emerged. The aim is to further or continuously improve employee satisfaction and the attractiveness of the S&T Group as an employer.
| 0% | 10% | 20% | 30% | 40% | 50% | 60% | 70% | 80% | 90% | 100% |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 3 |
11 | 33 | 53 | |||||||
| S&T Group | Doesn't apply | Tends not to apply | Partyl applies/partly doesn't apply | Tends to apply | Does apply |
| 0% | 10% | 20% | 30% | 40% | 50% | 60% | 70% | 80% | 90% | 100% |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 1 5 |
19 | 74 | ||||||||
| S&T Group | Doesn't apply | Tends not to apply | Partyl applies/partly doesn't apply | Tends to apply | Does apply |
| 0% | 10% | 20% | 30% | 40% | 50% | 60% | 70% | 80% | 90% | 100% | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3 | 6 | 15 | 29 | 46 | |||||||
| S&T Group | Doesn't apply | Tends not to apply | Partyl applies/partly doesn't apply | Tends to apply | Does apply |
Source: vieconsult Gmbh, result report S&T employee survey
Our management principles form the foundation for dealing with our employees and are compulsory for all those in management positions. These principles are guidelines designed to provide managers with consistent points of orientation. To ensure that these principles are vital and productive components of our Group's corporate culture, all of S&T's managers are called upon to make them part of their daily actions and thoughts, and to deploy them in their personal styles of leadership, for which they serve as examples of positive behavior.
The formulation of our six principles of management is an expression of our conviction that our company's most important capital is our satisfied, professionally led, well-educated and effectively assigned personnel. Our objective is to maintain this capital on both the professional and personal levels.
Our six principles of management are also the yardstick used in the assessment of manager quality. The wording of the principles is deliberately open-ended. This is because each manager's style is individual and personal. To instill and embody this approach in an authentic and credible way, we have to take personal and frequent looks at what constitutes management. To do this, we at S&T encourage our managers to participate in leadership training programs held on and outside S&T premises.
The health and safety of S&T Group employees is an important matter to us. The planning and implementation of occupational health and safety measures, ensuring suitable organisation and providing the necessary resources is part of our occupational health and safety management. Equally, employee surveys are carried out at regular intervals with a view to providing management with indications for potential improvements. These surveys are conducted locally and are often related to a particular set of circumstances, e.g. in the context of larger acquisitions or in exceptional situations such as the coronavirus pandemic in 2020.
Our experts – occupational safety specialists and company doctors – advise us on all aspects of occupational safety, including the ergonomic design of workstations and psychological aspects of work. This enables us to prevent physical impairment through, for instance, monotonous work at computers; and of psychological stress that may result from increased work demands. These objectives are achieved by fitting offices with ergonomic equipment, for example. In addition to the configuration of workplaces, other activities include assessment of sources of danger. These assessments are performed to effectively minimise hazards and risks. This is complemented by the establishment of rules governing emergency medical care at work, precautionary medical examinations, the establishment of rules on the handling of hazardous materials, and other safety-relevant procedures. Our occupational safety officers are responsible for facilitating the protection of health, for implementing occupational protection and accident-prevention measures, and for ensuring the safety-conscious behavior of all employees. We also inform our employees through training and professional instruction about how to ensure their own safety and health at work.
In the 2021 financial year, 23 accidents at work were recorded in the S&T Group (PY:16), although fortunately none was serious or fatal. In order to create a working environment that is as accident-free as possible, employees – especially employees working in production environments – take part in internal and external training courses held on an ongoing basis to raise awareness of safety issues and ensure occupational safety. Our objective is to create an accident-free working environment together with our employees.
In 2021, the COVID-19 pandemic again presented the S&T Group with the challenge of having to contact the larger number of employees who were working from home. In 2021, the established communication format, the "state of the nation" which informs employees about strategic and commercial issues every quarter, was again joined by regular update calls on the COVID situation and the changes it entailed. This ensured that all employees were fully informed of all the measures, such as short-time models, hygiene and distance rules at the various locations, and safety schemes, at all times. As a complementary service, a separate "S&T Corona Info Hub" was set up on the intranet, where the latest information can be retrieved. In addition, anonymous coaching was offered to any employees wishing to talk to someone about the current situation and the stress it was causing.
Electric and autonomous driving are the essential buzzwords for innovation in the automotive world. In Formula Student, the international design competition with 40,000 participants from around 500 teams, they come to life by students. The goal is to design, build and test a racing car within one year.
About 60 students of the TU Hamburg have been building a new electric racing car every year since 2011 under the name "e-gnition Hamburg". Kontron takes part in this largest engineering competition in the world with its COM Express® modules as a partner to e-gnition Hamburg. The COMe-bCL6 module with a Core i7-9850HE from Intel® offers the needed computing power and reduces the external effort with the soldered-on flash memory. External sensor technology is connected via USB and Ethernet. A direct Ethernet connection between the COMe module and the microcontroller allows fast and flexible data exchange between the two units, while the COMe module's connection to the CAN bus in the vehicle enables easy communication with all other boards.
"The COMe module enables us to develop an extremely powerful individual computing solution. Due to the excellent products and the extensive expertise, Kontron is exactly the right partner for us", says Felix Scheikowski, e-gnition Hamburg e.V.
Kontron is proud to work on one of the main future projects closely with the TU Hamburg and to develop powerful concepts and technology in autonomous driving.
| INDICATOR | GRI | UNIT | 2021 | 2020 |
|---|---|---|---|---|
| Total employees (headcounts, as of 31.12., excluding appren tices, interns and contingent workers) |
102-8 | Headcounts | 6,482 | 6,326 |
| Is there someone responsible for occupational safety at the site? | 403-1 | Yes as %* | 81.1 | 81.8 |
| No as %* | 18.9 | 18.2 | ||
| Accidents at work (all accidents occurring while performing work at the place of work and during work-related activities except accidents occurring on the way to or from work) |
||||
| Accidents at work entailing up to 3 days of sick leave | 403-2 | Accidents | 7 | 6 |
| Work accidents entailing over 3 days of sick leave | 403-2 | Accidents | 16 | 10 |
| Total number of accidents | 403-2 | Accidents | 23 | 16 |
| Accident rate | 403-2 | Accidents per 1,000 HC |
3.5 | 2.5 |
| Fatal accidents at work | 403-2 | Accidents | 0 | 0 |
| Sick leave | ||||
| Women on sick leave | 403-2 | Days | 17,687 | 17,485 |
| Men on sick leave | 403-2 | Days | 24,131 | 25,859 |
| Total sick leave | 403-2 | Tage | 41,818 | 43,344 |
| Total sick leave per employee | 403-2 | Tage | 6.5 | 6.8 |
*as % of all Group companies
The S&T Group strives to foster improvements in societal conditions. Therefore, S&T provides support in a variety of countries to a wide range of initiatives and projects in the areas of education, sciences, arts, sport and public welfare. This support benefits a large number of regional projects in a variety of countries. We set up and invest in working relationships between our centers of operation and schools, universities, non-profit organisations and foundations. No donations or contributions of any kind are made to political parties or political organisations.
As in previous years, the support provided by the S&T Group in 2021 included donations of money and physical items; the forging of partnerships with sports associations, schools and universities; and the support of numerous charitable projects. Donations were made to organisations that help children, to institutions sheltering women who are victims of domestic violence, and to medical facilities (such as the Red Cross in Germany and the Dr. Clown Foundation in Canada). S&T also raised money for cancer research and cancer patient assistance. A large number of local sports clubs also received support from S&T. We are an IT company and as such, we sponsor the equipping of schools and children's homes with IT. We also provide support to IT projects undertaken by educational institutions.
Employees of Kontron Transportation in Austria collected donations for Eschenau children's farm as part of this year's Christmas campaign. Together, they managed to fill an impressive 13 packing cases with food, toiletries, batteries, money, and other useful items. On top of that, our management made a monetary donation.
At Eschenau children's farm, the donations were personally handed over by Kontron Transportation employees to Dagmar Gratz, head of the organisation "Verein Chance für das Kind – Chance für alle" ("Opportunity for the Child — Opportunity for All"). A guided tour of the farm gave our colleagues an idea of how wonderful it is for the children and young people there and how well they can recover and gather renewed courage and strength. The large house is bright and decorated with lots of color and attention to detail. There is also a big garden with a trampoline, seating area, bicycles, a playground and many animals, such as pot-bellied pigs, Haflinger horses, a cat, Dagmar's dog, a couple of goats, chickens, and a rooster. Dagmar told us that the children particularly appreciate the idyllic location in the countryside and that they can romp around here and be loud to their heart's content, can play with the animals and, above all, spend a carefree time.
Since 1981, children and young people from a hostel for homeless families in Vienna have found a safe haven at Eschenau children's farm. Through regular activities in the countryside, group excursions, discussions, games, and contact with the animals on the farm, the children acquire new, positive experiences. They learn that there are safe and caring ways of being together, free of violence. The children take this realisation back with them to their everyday environment where it gives them strength and support. More details: Kinderbauernhof Eschenau – Verein Chance für das Kind, Chance für Alle.
In order to secure the services of young employees around the world – especially IT and IoT engineers – the S&T Group maintains partnerships and cooperation with schools and universities in many different locations. We also support students by supervising undergraduate, postgraduate and research projects and offer internships as well as trainee and training programs. In 2021, for example, Kontron supported TU Hamburg on the "Formula Student" design competition.
We are stepping up our participation in local initiatives to acquaint high school students with the job opportunities available in technical fields at our company. At our facility in Augsburg, Germany, we organise internships for high school students in cooperation with institutions of vocational training such as Germany's DAA (Deutsche Angestellten-Akademie) and BIB Augsburg GmbH. We also present the company to students at trade fairs, such as the "HTL Career Days" in Vienna.
The longstanding close cooperation with HTL Spenglergasse, a polytechnic based in Vienna, was successfully continued in 2021. As an Austrian company, S&T cooperates closely with the University of Applied Sciences in Salzburg and the University of Applied Sciences in Hagenberg, and is also heavily involved in a great variety of research projects in collaboration with the Fraunhofer Institute in Austria. Outside Austria, the S&T Group cooperates with the following universities and institutions of higher education: in Switzerland – the University of Applied Sciences in Northwest Switzerland and the University of Lucerne; in Germany – the Universities of Technical Application in Kirchheim/Teck and in Reutlingen, the Promotion of Professions Agency (Berufsförderungswerk) Schömberg and the Academy of Professions, with the University for Technologies and Business in Dresden; in the UK – the University of Chichester; in France – Versailles-Saint Quentin University, and École d'Ingénieur généraliste en informatique et technologies du numérique, Paris; in Portugal – ISEL (Instituto Superior Engenharia Lisboa); in Serbia – School of Electrical Engineering and University of Belgrade; in Russia – Bauman Moscow State Technical University and National Research University; in the Czech Republic – West Bohemia University and CVUT (Czech Technical University Prague); in Moldova – Universitatea Tehnica; and in Romania – Polytechnical University in Bucharest.
"Corporate governance" denotes the legal and factual parameters created to govern the management and supervision of a company. Corporate governance has the aim of enhancing the transparency and capability of control of management and its actions, enabling management to reach decisions responsibly and base them on sustainable value creation.
As a company listed on a stock exchange in Germany, S&T AG, which is headquartered in Austria, has committed itself to observing Germany's Corporate Governance Code (DCGK). S&T AG deviates from some Principles of the German Corporate Governance Code of December 16, 2019. In accordance with the "comply or explain" principle, the reasons for these deviations from recommendations are explained in the annual financial report and the annual report in the chapter "Corporate Governance Report". The report is also published on the S&T AG website at https://ir.snt.at/Corporate_Governance.en.html.
At S&T AG, the term "corporate governance" stands for a way of managing and controlling a company that is responsible, value-based geared towards sustainable value creation. Key components of good corporate governance are efficient working relationships between the Executive Board and the Supervisory Board; channels of communication within the company that are based on openness; respect for shareholder interests; the achievement of transparency and accountability when making decisions for the company; dealing with risks appropriately; and promoting equal opportunities and diversity. S&T's Executive Board and Supervisory Board are convinced that good corporate governance – one that takes into account the specifics of the company's business and of its sector – forms an important basis for the achievement of success. A central responsibility of management is observance of national and international laws including tax laws and refraining from tax evasion, of rules and directives; and of the principles codified in Germany's Corporate Governance Code. This compliance is a matter of course for S&T and a component of its culture of management.
S&T operates according to a simple and very clear approach to business: We expect integrity-driven performance. S&T AG's Code of Conduct contains the requirements to be observed by all our employees and our partners.
The Code of Conduct of S&T has been implemented in the whole Group. Its directives were revised in financial year 2020 and the updated version rolled out throughout the Group. The Code's contents are regularly assessed, updated and staff trained in them. The next code update is scheduled for the first half of 2022 and will include additions arising from the S&T Group's participation in the UN Global Compact.
The Code of Conduct obliges our employees to behave in accordance with the law, to fulfil their personal commitments and to refrain from any activities likely to damage the reputation of the S&T Group. The Code of Conduct describes and governs such issues as the observance of currently applicable laws, combating corruption, adherence to fair-trade and anti-trust laws, behavior towards third parties, handling of financial and business records, combating money laundering, compliance with export control and duty laws, principles of non-discrimination, data protection and security, conflicts of interest,dealing with gifts and invitations to events, and how to handle donations, sponsorship and advertising. The Code of Conduct has been updated to include the newly promulgated stipulations of the Second Shareholders' Rights Directive and those of Austria's Stock Corporation Act which is applicable to S&T AG as an Austrian company. Our current code of conduct is available on the S&T AG compliance website: https://ir.snt.at/Compliance.en.html.
New employees receive compliance training as part of the onboarding process and commit to compliance with the S&T Code of Conduct. Regular "refresher" sessions are subsequently held throughout the Group. In 2021, a new Group-wide online training scheme was introduced that makes it easier to coordinate and maintain training cycles throughout the Group and quickly roll out new content across the Group if necessary. In addition, the new tool enables better tracking of test results which are then used for continuous adjustment of the training scheme.
The S&T Group competes for contracts placed by government bodies and public sector corporations from around the world. For this reason, it is of key importance to the S&T Group that it observes all laws and stipulations pertaining to public-sector procurement including legislation designed to preclude the exertion of undue influence on civil servants. Many countries have passed anti-corruption legislation forbidding bribery by commercial enterprises in accordance with internationally applicable standards. Several of these laws – such as the UK's Bribery Act and the USA's Foreign Corrupt Practices Act – are recognised around the world, and are robustly applied in the S&T Group. Our Code of Conduct obliges us to comply with applicable laws and measures for combating corruption. It should be stressed in this connection that we make no donations to political parties or political organisations.
Adherence to and observance of all applicable laws are compulsory in the entire S&T Group. Every staff member is required to adhere to national and international codes of law. In order enable employees and third parties to alert the Compliance department to possible breaches of law committed in the company, S&T AG set up an electronic whistleblower system that also makes anonymous reports possible. This is available on the S&T website at https://compliance.snt.at.
Potential contraventions can also be reported directly and at any time to the Compliance Officer, the Legal Affairs department, Human Resources or a member of the works council.
Adherence to internationally valid standards of human rights and working standards is a matter of course for the S&T Group. Our standards correspond to those of the International Bill of Human Rights, the European Convention on Human Rights and the principles in the United Nations Global Compact. We do not tolerate forced labor in any form, including involuntary work performed in a prison or in servitude.
Every person working for the S&T Group does so of her or his own free will. Any employee can terminate her of his employment contract after having given reasonable notice. Child labor is not tolerated. We require our suppliers to adhere to all currently applicable laws including laws relating to human rights and fair business practices (please refer to chapter "Suppliers" as well as the section "Supplier Code of Conduct" on the S&T AG compliance website: https://ir.snt.at/Compliance.en.html).
As a technology supplier and IT service provider, responsible handling of data, especially personal data, is essential for us. Ensuring data security is part of our product portfolio and it has top priority when implementing and maintaining customer or own systems. Here, data protection and data security go hand in hand. We always treat data as confidential and always collect and process data in compliance with all relevant legal requirements.
In addition to national requirements, we have also met the requirements of the General Data Protection Regulation (GDPR), which has been in force throughout Europe since May 2018, and the local laws enacted in its implementation. Implementation activities included, for example, the adaptation of Group policies and processes relating to the handling of personal data, the further development of process documentation, the creation and revision of document templates, and the regular review and ongoing development of the technical and organisational measures we use in the company. This enables us to guarantee a very high level of data protection and data security.
As a fast-moving multinational technology leader, we are constantly challenged by cyber criminals. The Group's IT department has implemented several security checks and technologies to prevent or respond to this. The data security plans and measures in place are continually adapted to meet the latest requirements. S&T has the power to rapidly answer to the new challenges and implement new controls and procedures to answer threats. Several of our companies are certified to ISO 27001 (information security) and all our applications run on ISO 27001-certified systems. The Group is in the process of achieving global ISO 27001 and ISO 27018 (cloud privacy) with ISO 22301 (business continuity management) compliance: more and more automated systems and processes are being deployed with the requisite external services, such as regular penetration tests and independent architecture analysis. Penetration tests were carried out on all internal systems in 2021, for example. In addition, the EMOTET threat was addressed with mandatory multi-factor authentication and we are continuing the transition to the passwordless era with tokens. We can protect ourselves well against attacks on Microsoft Exchange vulnerabilities, for example, by switching off the local infrastructure in an emergency. This is possible thanks to the advanced status of cloud adaptation and advanced security tools available to us for the Cloud infrastructure which cover all services and terminals.
However, implementing security technologies alone is not enough; our employees are also an important part of the line of defense. To ensure that our employees are aware of IT security, potential attack methods, etc., the S&T Group's IT department has started implementing a security awareness program for all users. As a Group initiative, the employee Security Awareness Program – covering simulations – can strengthen the overall security level in the Group. The Security Awareness Program ensures that everyone in our organisation is sufficiently informed of security issues and has the requisite measure of responsibility for dealing with threats to data security and data protection.
Our Group data protection officer and the data protection officers appointed locally by our subsidiaries are working to ensure that personal data is handled in accordance with the law throughout the S&T Group and in the long.term. Their responsibilities include the further development of company-specific data protection measures, and regular consultation with their respective senior managements and with the specialist departments of the S&T Group. In particular we have ensured that the rights of affected persons to information, correction, deletion, and data transfer are fulfilled properly and promptly. All queries from persons and supervisory authorities relating to data protection are duly documented, checked and processed. Treating data in a responsible way is of the greatest importance for us. In financial year 2021, there were only a few queries on data maintenance or deletion. No complaints or procedures involving data protection laws have been lodged against S&T AG or its subsidiaries.
Risk and opportunity management constitutes an important component of S&T's handling of its business. The management's goal is to identify, evaluate and actively influence the risks and opportunities of the market and entrepreneurial activities within the framework of the Group's internal risk and opportunity management. This applies to both internal and external opportunities and risks.
S&T generally avoids risks that endanger its corporate existence. Nevertheless, S&T's business activities do expose it to risks that directly result from corporate actions. In order to identify risks at an early stage, to assess them appropriately and to limit them through taking suitable measures, we have set up a Group-wide risk management system which also supports us with achieving our corporate goals. The risk management system fosters an awareness of risk and increases the trust that our stakeholders place in our company. It also improves the bases of our planning and decision-making.
The close connections with financial processes and the ongoing development of methods of assessing and managing risks and of reporting them ensures that the Executive Board and Supervisory Board are informed promptly and fully about the risks to which the company is exposed.
A further component of good entrepreneurship is recognising and exploiting opportunities. This ensures the company's viability by strengthening its ability to compete and is represents a key component of our strategy. Our systematic management of risks and opportunities enables us to identify and exploit both.
Our internal system of risk management complies with the guidelines agreed upon with our Supervisory Board and Executive Board and covers the handling of risks facing the company. Our organisational chart makes the system part of our internal audit team, which reports to the Executive Board as a collegial body. In 2020 the internal control system was updated on the basis of the COSO-reference model. Furthermore, due to the changed framework conditions caused by the COVID-19 pandemic, Group-wide guidelines and local requirements were revised and redesigned, for example to protect employees from possible infections, to maintain S&T Group's ability to deliver and to take into account the changed working conditions due to the lockdowns. At the beginning of 2021, the accompanying manual was distributed to all Group companies. The Group's risk manager regularly briefs the Executive Board as a collegial body and the Supervisory Board and monitors adherence to the risk management process and the reporting routines that have been established.
The Group-wide risk management process is presented and explained in a Group manual which describes in detail the individual steps in the risk management process, from risk identification to risk reporting:
Determining risk areas
identification of all risks, causes, consequences
Determine impact of risks and level of control according to probability of occurrence
Compare with risk classes Determine the overall risk position Prioritisation of risks
Definition of measures
Implementation of approved measures
Documentation, reporting
Controlling of measures
Monitoring efficiency of measures
The Group Risk Manual determines the responsibilities and procedures comprised in the risk management system. It lays down clearly defined directives, such as the definition of the principles of risk management, which are binding for all parties.
Every six months, all key operating areas and companies in the S&T Group report on their risks and name a "risk owner" who is responsible for each of these risks. This results in the compilation of a risk report covering the entire S&T Group which is then supplied to the Executive Board and the Supervisory Board. Once a year, the smaller companies report their risks. These are then aggregated, yielding a comprehensive overview of the risks facing the S&T Group. In addition to regular standard reporting, companies are required to report risks on an ad-hoc basis if they exceed predefined limits or if exceptional situations arise, such as the global spread of COVID-19 infections or the shortage of components in 2021, or the war in Ukraine at the beginning of 2022.
The probability of occurrence and the possible financial impact are assessed according to predefined criteria. A rating system has been introduced which enables the comprehensive depiction of the relevance of the risks.
Each risk is assigned to a "risk owner", whose responsibility it is to monitor the risk and the measures taken to manage it. Risk assessment updates and risk tracking takes place in the regular reports to the Group's risk manager, who aggregates these reports and forwards them to the Executive Board. The Executive Board regularly briefs the Supervisory Board on the main risks.
This system ensures the Group-wide transparency and the effective handling of the risks facing the company. Further information is provided in the "Report on Opportunities and Risks" section of the management report in the annual financial report and the annual report.
We know about the great importance and priority placed by our customers on receiving highest quality products. We therefore strive on a 24/7/365 basis to achieve flawless, lasting and robust quality for all of the items in our portfolio. To attain this, we test and improve the quality of our products, solutions and services at every stage of the value chain. This quality assurance mission has several key components:
Across the S&T Group, we have established a quality management system that encompasses our major facilities. The system is comprised of a single set of standards and processes that cover the topics of quality, security and environmental protection. This quality management system governs our operative processes, and ensures that we consistently deliver the highest possible quality to our customers.
Worldwide operating and accredited certification companies assess and certify our quality management system according to the standards such as ISO 9001 (quality management), ISO 14001 (environmental management) and ISO 27001 (information security).
All our products satisfy legal regulations and applicable standards and specifications such as UL, CSA, CQC, VDE and TÜV-verified safety. Internal audits and evaluations by external certification companies ensure the efficacy and efficiency of our quality management system.
| NUMBER OF CERTIFICATES 2021* |
NUMBER OF CERTIFICATES 2020* |
|
|---|---|---|
| ISO 9001 (Quality Management Systems) | 48 | 49 |
| ISO 14001 (Environmental Management Standard) | 19 | 25 |
| ISO 27001 (Information Security) | 24 | 28 |
| ISO 80079-34 (Quality Management Systems for Product manufacturing) | 0 | 5 |
| ISO 13485 (Medical devices – Quality Management Systems) | 5 | 5 |
| ISO 45001 (Occupational health and safety, before "OHSAS 18001") | 14 | 14 |
| ISO 2000 (IT Service Management (ITSM)) | 11 | 11 |
| FAA REPAIR STATION (Air Agency Certificate) | 1 | 1 |
| EASA 145 (European Aviation Safety Agency Certificate) | 1 | 1 |
| ITAR (International Traffic in Arms Regulations) | 1 | 1 |
| IRIS (Railway Industry Standard) | 1 | 2 |
| RISQS (Railway Industry Supplier Qualification Scheme) | 2 | 2 |
| AS 9100 (Quality Management System – Requirements for Aviation, Space and Defense Organizations) |
2 | 2 |
*Changes in number are due to new certifications, acquisitions or reduction of certifications after company mergers.
Since financial year 2017, S&T AG has published a separate Sustainability Report at the same time as the annual report. With this fifth Sustainability Report for the financial year 2021, we inform our customers, investors, business partners, employees and the interested general public about how the S&T Group handles sustainability-related issues.
This report follows well-established guidelines such as those laid down by the Global Reporting Initiative (GRI) whose standards are used selectively here, and – as a listed company on the German stock exchange – those formulated by BDI (Bundesverband der Deutschen Industrie e.V.), which is the Association of Germany's Manufacturers.
The principle of significance to the S&T Group guided the selection of contents for this report. To make this selection, a base was formed in which topics were arrayed in a matrix of significance. This displayed their importance to the S&T Group. The topics were classified as having great, medium and low importance to the S&T Group. These classifications express the Group's view of its operations. Topics of great and medium importance were then examined and included in this report.
This report covers the period from January 1 to December 31, 2021. S&T's Sustainability Report 2021 will be published on March 21, 2022. To obtain in-depth information on the company's financial objectives and on the development of its business, please consult S&T's 2021 annual financial report and the 2021 annual report.
As part of a two-year project, SAP S/4HANA and SAP C/4 Service Cloud re-implementation project was completed in 2021 by S&T Hungary. The aim was to implement a SAP system for Főtáv (Budapest District Heating Company) and its subsidiaries.
The main goal of the project was to abandon the old developments of the previous SAP R/3 system and to replace these developments and the outdated business processes with new SAP standards. The new system will ensure a more efficient business operation and risk-free maintenance for Főtáv.
Another goal of the project was to build a forward-looking, stable, and scalable SAP system environment that provides a solid base for the establishment of a unified utility company in Budapest. The new utility company was established in September 2021 in Budapest, with the implementation of the proven European Stadtwerke-model, and uniformly uses the SAP S/4HANA system for its financial systems (divisions of the established Budapest Public Utilities Ltd.: Waste Management, Public Utility, Public Cleaning, District Heating, Gardening, Funeral, Chimney Sweeping). The functional expansion of the new company concerning the SAP system has not yet been completed, the S&T Hungary project will therefore be continued in 2022.
The merge of public companies has led to significant organizational and process optimisation resulting in central professional management with utility approach, combined with forward-looking sustainability and significant operational cost-effectiveness. After the merger, annual savings are expected in the medium term, resulting from synergies exploited.
S&T AG Annual Report 2021
Please visit https://ir.snt.at/reports/Reports.en.html for access to our annual and quarterly reports, and to our releases, each of which is placed online on the day of its publication. Any changes to schedules and dates are also announced on our website in good time. This annual report was published on March 21, 2022, in German and in English. The English version is provided for convenience only. The German version is definitive. No liability is assumed for any typographical or printing errors.
This annual report contains statements that refer to future developments. These are based on assumptions and assessments made by the Executive Board. Although we are of the opinion that the assumptions and estimates are realistic and correct, they are subject to certain risks and uncertainties that may cause actual future results to diverge materially from the assumptions and estimates. Factors that may result in a discrepancy include changes in the overall economic, business, financial and competitive situation, exchange and interest rate fluctuations as well as changes to the business strategy. This uncertainty has recently been heightened by the outbreak and spread of the SARS-CoV-2 virus as well as the war in the Ukraine. We accept no warranty for the developments and events actually taking place in the future according to the assumptions and assessments articulated in this annual report. The assumptions and estimates made in this report are not updated.
| PUBLISHER | CONTACT | DESIGN AND PRODUCTION |
PRINTED BY |
|---|---|---|---|
| S&T AG | Nicole Nagy | Ines Stögermüller | Kontext Druckerei GmbH |
| Industriezeile 35 | Head of Investor Relations & ESG | Werbe- und Grafikdesign | |
| A-4021 Linz | |||
| T: +43 732 7664 0 | woelke.design design, marketing + |
||
| F: +43 732 7664 501 | projekt manufaktur | ||
| [email protected] | |||
| www.snt.at | |||
| 21.03.2022 | Annual report 2021 |
|---|---|
| 21.03.2022 | Earnings-Call FY 2021 (Register under: [email protected]) |
| 05.05.2022 | Q1-quarterly statement 2022 (Earnings-Call Q1 2022) |
| 06.05.2022 | Annual shareholder meeting |
| 23.05.2022 | Spring Conference 2022 (23.05. - 25.05.2022) |
| 04.08.2022 | Half-year report 2022 (Earnings-Call Q2 2022) |
| 03.11.2022 | Q3-quarterly statement 2022 (Earnings-Call Q3 2022) |
| 28.11.2022 | Equity forum (28.11. - 30.11.2022) |
Further details available under https://ir.snt.at/Financial_calendar.en.html.
S&T AG, 4021 Linz, Industriezeile 35 Investor Relations: +43 1 80191 1196 | [email protected]
www.snt.at
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