AI assistant
DATAGROUP SE — Annual Report 2022
Mar 21, 2023
4525_10-k_2023-03-21_b4bbc655-7d88-4033-8c22-a3e72e360a25.pdf
Annual Report
Open in viewerOpens in your device viewer
Consolidated Financial Statements and Notes of DATAGROUP SE, Pliezhausen as of 30 September 2022
Consolidated Statement of Financial Position
| Figures in EUR | Anhang | 30.09.2022 | $30.09.2021$ 1) |
|---|---|---|---|
| Assets | |||
| Long-term assets | |||
| Goodwill | 1 | 151.435.872,92 | 125.950.710,91 1) |
| Other intangible assets | 2 | 48.299.746,81 | 51.418.526,49 1) |
| Property, plant and equipment | 3 | 61.779.836,67 | 65.149.119,73 |
| Long-term financial assets | 4 | 8.506.353,08 | 1.555.089,25 |
| Capitalized contractual costs | 5 | 12.400.776,21 | 15.836.476,57 |
| Finance leasing receivables | 6 | 18.019.382,25 | 23.373.608,99 |
| Claims from reinsurance coverage for pension obligations | 4.448.503,46 | 4.664.533,70 | |
| Other long-term assets | 7 | 846.827,81 | 2.373.011,80 |
| Deferred taxes | 8 | 12.179.457,29 | 17.703.996,91 |
| 317.916.756,50 | $308.025.074,35-1$ | ||
| Short-term assets | |||
| Inventories | 9 | 8.304.674,50 | 3.770.189,52 |
| Contract assets | 10 | 3.013.455,06 | 3.475.645,71 |
| Trade receivables | 11 | 55.147.870,67 | 56.362.817,12 |
| Finance leasing receivables | 6 | 10.892.813,00 | 10.216.186,00 |
| Short-term financial assets | 4 | 280.857,25 | 1.674.772,65 |
| Other short-term assets | 12 | 40.985.932,28 | 35.374.339,64 |
| Cash and cash equivalents | 13 | 47.041.864,41 | 44.091.986,09 |
| 165.667.467,17 | 154.965.936,73 | ||
| 483.584.223.67 | 462.991.011,08 1) |
Consolidated Statement of Financial Position
| Figures in EUR | 30.09.2022 | 30.09.2021 1) |
|---|---|---|
| Liabilities | ||
| Equity | ||
| Subscribed capital | 8.349.000,00 | 8.349.000,00 |
| Capital reserve | 32.337.372,27 | 32.337.372,27 |
| Repayment of capital | $-98.507,73$ | $-98.507,73$ |
| Retained earnings | 68.865.661,11 | 55.313.175,50 1) |
| Accumulated other comprehensive income | 18.187.141,86 | $-1.884.668,84$ |
| Balancing item for foreign currency translation | $-34.582,44$ | $-4.587,78$ |
| Minority interests | $-147.838,05$ | 0.00 |
| 127.458.247,02 | 94.011.783,42 1) | |
| Long-term liabilities | ||
| Long-term financial liabilities | 112.459.288,54 | $161.114.110,37-1$ |
| Pension provisions | 36.102.634,43 | 64.037.964,78 |
| Other provisions | 1.240.557,69 | 1.749.993,12 |
| Other long-term liabilities | 83.914,65 | 28.265,65 |
| Deferred taxes | 11.592.865,89 | 10.422.269,32 1) |
| 161.479.261,20 | 237.352.603,24 1) | |
| Short-term liabilities | ||
| Short-term financial liabilities | 72.797.075,01 | 33.122.716,49 1) |
| Provisions | 32.629.439,37 | 16.426.900,08 |
| Contract liabilities | 12.739.349,63 | 13.530.734,55 |
| Trade payables | 15.827.012,63 | 11.421.574,49 |
| Income tax liabilities | 13.808.853,79 | 9.798.742,41 |
| Other liabilities | 46.844.985,02 | 47.325.956,40 |
| 194.646.715,45 | $131.626.624,42$ 1) | |
| 483.584.223,67 | 462.991.011,08 1) |
Consolidated Financial Statements
Consolidated Income Statement
| $01.10.2021 -$ | $01.10.2020 -$ | ||
|---|---|---|---|
| Figures in EUR | Anhang | 30.09.2022 | $30.09.2021$ 1) |
| Consolidated Income Statement | |||
| Revenues | 1 | 501.409.891,47 | 444.707.741,02 |
| Other own work capitalised | 1.642.814,98 | 1.720.035,89 | |
| Change in capitalized contractual costs | $-3.580.057,74$ | $-1.938.437,08$ | |
| Total revenues | 499.472.648,71 | 444.489.339.83 | |
| Other operating income | 2 | 13.474.062,09 | 12.140.000,82 |
| Material expenses / expenses for purchased services | 3 | 169.704.015,42 | 149.494.401.13 |
| Personnel expenses | 4 | 233.439.640,14 | 213.038.157.14 |
| Depreciation of property, plant and equipment and other | |||
| intangible assets | 5 | 35.006.945.17 | 38.633.326,77 1) |
| Other operating expenses | 6 | 33.343.597.90 | 26.810.607,53 |
| Operating income | 41.452.512,17 | $28.652.848,08-1$ | |
| Financial income | 1.793.084,92 | 1.398.126,93 | |
| Financial expenses | 6.512.137,36 | 3.324.956,13 | |
| Financial result | 7 | 4.719.052,44 | 1.926.829,20 |
| Earnings before taxes | 36.733.459.73 | $26.726.018,88-1$ | |
| Taxes on income and profit | 8 | 14.705.879,30 | $5.998.414,82^{11}$ |
| Net income | 22.027.580,43 | 20.727.604,06 1) | |
| thereof minority interests | 143.635,82 | 0,00 | |
| thereof shares of DATAGROUP SE | 21.883.944,61 | $20.727.604,06$ 1) | |
| EPS (in Euro) 1) | 2.64 | $2,49$ 1) |
Consolidated Statement of Comprehensive Income
| Figures in EUR | Anhang | $01.10.2021 -$ 30.09.2022 |
$01.10.2020 -$ $30.09.2021$ 1) |
|---|---|---|---|
| Net income 1) | 22.027.580,43 | $20.727.604,06$ 1) | |
| Other earnings before taxes 2) | |||
| Recalculation of | |||
| defined benefit obligations | 29.195.918.47 | 10.335.865,63 | |
| Change in balancing items from | |||
| currency conversion | 29.994,66 | $-966.84$ | |
| Other earnings before taxes | 9 | 29.225.913,13 | 10.334.898.79 |
| Income tax effecs on other income | 9.124.107,77 | 3.202.314,50 | |
| Comprehensive income | 42.129.385,79 | $27.860.188,35^{1}$ | |
| thereof minority interests | 9 | 143.635,82 | 0.00 |
| thereof shares of DATAGROUP SE 1) | 41.985.749,97 | $27.860.188,35^{1}$ |
Consolidated Statement of Changes in Equity
| 01.10.2021 bis 30.09.2022 | Parent company | Minority shareholders |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscribed | Capital reserve | Repayment of | Retained | Accumulated other comprehensive income | Balancing item | Total | Minority | Total | |||
| capital | capital | earnings | Changes without effects on net income |
Result from actuarial gains and losses 11 |
Sum | for foreign currency translation |
interests | ||||
| Figures in EUR | |||||||||||
| Balance at the beginning of the fiscal year | 8.349.000,00 | 32.337.372.27 | $-98.507.73$ | 55.313.175,50 | $-1.625.377.21$ | $-259.291.63$ | $-1.884.668.84$ | $-4.587.78$ | 94.011.783.42 | 0.00 | 94.011.783.42 |
| Changes in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | $-291.473.87$ | $-291.473.87$ |
| Dividend distribution | 0,00 | 0,00 | 0,00 | 8.331.459,00 | 0,00 | 0.00 | 0.00 | 0,00 | 8.331.459,00 | 0.00 | 8.331.459,00 |
| Consolidated profit | 0,00 | 0,00 | 0,00 | 21.883.944.61 | 0,00 | 0,00 | 0,00 | 0,00 | 21.883.944.61 | 143.635,82 | 22.027.580,43 |
| Other comprehensive income | 0,00 | 0,00 | 0,00 | 0.00 | 0.00 | 20.071.810.70 | 20.071.810,70 | $-29.994.66$ | 20.041.816,04 | 0.00 | 20.041.816,04 |
| Balance at the end of the fiscal year | 8.349.000.00 | 32.337.372.27 | $-98.507.73$ | 68.865.661.11 | $-1.625.377.21$ | 19.812.519.07 | 18.187.141.86 | $-34.582.44$ | 127.606.085.07 | $-147.838.05$ | 127.458.247,02 |
| 01.10.2020 bis 30.09.2021 | Parent company | Minority shareholders |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscribed | Capital reserve | Repayment of | Retained | Accumulated other comprehensive income | Balancing item | Total 2 | Minority | Total 2 | |||
| capital | capital | earnings 2) | Changes | Result from | Sum | for foreign | interests | ||||
| without effects | actuarial gains | currency | |||||||||
| on net income | and losses 1) | translation | |||||||||
| Figures in EUR | |||||||||||
| Balance at the beginning of the fiscal year | 8.349.000,00 | 32.337.372,27 | $-98.507,73$ | 34.585.571.44 | $-1.625.377.21$ | $-7.392.842.76$ | $-9.018.219.97$ | $-3.620,93$ | 66.151.595,08 | 0,00 | 66.151.595,08 |
| Changes in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Dividend distribution | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Consolidated profit | 0,00 | 0,00 | 0,00 | 20.727.604,06 2) | 0.00 | 0.00 | 0,00 | 0,00 | 20.727.604.06 2) | 0,00 | 20.727.604.06 |
| Other comprehensive income | 0,00 | 0.00 | 0,00 | 0.00 | 0,00 | 7.133.551,13 | 7.133.551.13 | $-966, 84$ | 7.132.584.29 | 0,00 | 7.132.584,29 |
| Balance at the end of the fiscal year | 8.349.000.00 | 32.337.372.27 | $-98.507,73$ | 55.313.175.50 2) | $-1.625.377.21$ | $-259.291.63$ | $-1.884.668.84$ | $-4.587,77$ | $94.011.783.43^{2}$ | 0,00 | 94.011.783,43 |
Consolidated Statement of Cash Flows
| Cash flows from operating activities 1) 20.727.604,06 1) Net income for the period 22.027.580,43 - including income tax refunds 5.617.964,73 EUR - including income tax payments 16.903.648,75 EUR Interest received $-21.040,98$ $-907.569,26$ 1.351.903,11 2.849.528,62 Interest paid Depreciation and amortisation of current assets 2) 38.633.326,77 1) 35.006.945,17 1.260.588.12 1.554.246,82 Changes in pension provisions Gains (-) / losses (+) on disposals of non-current assets 27.449,41 81.497,50 Increase (-) / decrease (+) of receivables or liabilities to shareholders, related and associated companies $-1.448.244.02$ 215.388,93 Increase (-) / decrease (+) of inventories, trade receivables and other assets 911.647,16 $-7.676.057,98$ Increase (+) / decrease (-) of trade payables and other liabilities 1) $-5.360.296,80$ 1) 11.004.481,39 Other non-cash transactions 132.158,08 $-119.307,58$ Cash flow from operating activities 70.253.467,87 49.998.361,09 Cash flow from investing activities Cash inflow from sale of property, plant and equipment 358.464,41 529.292,11 Cash outflow for investment in property, plant and equipment $-6.036.630.71$ $-7.455.096.13$ Cash inflow from intangible assets 537.614,54 66.297,00 Cash outflow for investments in intangible assets $-2.773.783.21$ $-3.582.231,70$ Cash inflow from sale of financial assets 30.000,00 697.543,69 Cash outflow for investments in financial assets $-1.192.564,22$ $-80.736,97$ Cash inflow/outflow from investments in fully consolidated companies $-35.854.684,73$ $-35.650.919,34$ Distributions received and investment income 132.205,36 0,00 21.040.98 907.569.26 Interest received Net cash used in investing activities -44.778.337,58 -44.568.282,09 Cash flow from financing activities Cash outflow for dividend paid $-8.331.459.00$ 0,00 Cash inflow (+) / outflow (-) for finance lease contracts -12.788.844.29 (as lessee) $-10.164.991,14$ Cash outflow for the repayment of liabilities to banks 0,00 $-12.229.163,00$ Cash inflow from receipt of liabilities to banks $-53.045,57$ 0,00 Interest paid $-1.351.903, 11$ $-2.849.528,62$ Net cash used in financing activities $-22.525.251,97$ -25.243.682,76 Changes in cash and cash equivalents 2.949.878,32 -19.813.603,76 Cash and cash equivalents at the beginning of the period 44.091.986,09 63.905.589,85 Cash and cash equivalents at the end of the period 47.041.864,41 44.091.986,09 |
Figures in EUR | 01.10.2021 30.09.2022 |
$01.10.2020$ - 30.09.2021 1) |
|---|---|---|---|
Development of Fixed Assets
The table below provides an overview of the performance of intangible assets, property, plant and equipment and financial assets:
| 01.10.2021 bis 30.09.2022 | Acquisition and production costs | |||||||
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | As at 01.10.2021 | Exchange difference |
Additions | Disposals | Changes in the scope of consolidation |
As at 30.09.2022 | ||
| Goodwill | 125.950.710,91 | 0,00 | 0,00 | 0,00 | 25.485.162,01 | 151.435.872,92 | ||
| Other intangible assets | ||||||||
| 1. Order backlog | 18.559.000.00 | 0.00 | 0.00 | 0.00 | 3.335.000,00 | 21.894.000,00 | ||
| 2. Customer bases | 56.342.400,00 | 0.00 | 0.00 | 0.00 | 2.213.000.00 | 58.555.400,00 | ||
| 3. Internally developed intangible assets | ||||||||
| Software | 4.871.454,12 | 0.00 | 1.075.831.50 | $-164.876.86$ | 0,00 | 6.112.162,48 | ||
| 4. Acquired intangible assets | ||||||||
| Software etc. | 39.473.687,05 | 0,00 | 1.653.722,77 | 1.475.540,18 | 299.560,69 | 39.951.430,33 | ||
| 5. Prepayments | 0.00 | 0,00 | 44.228,94 | 0.00 | 0,00 | 44.228,94 | ||
| 119.246.541,17 | 0,00 | 2.773.783,21 | 1.310.663,32 | 5.847.560,69 | 126.557.221,75 | |||
| Property, plant and equipment | ||||||||
| 1. Land and buildings | 53.625.462,78 | 0,00 | 7.978.737,02 | 2.424.970,65 | 0.00 | 59.179.229,15 | ||
| 2. Technical equipment and machinery | 13.195.10 | 0.00 | 0.00 | 13.195.10 | 116.347.06 | 116.347,06 | ||
| 3. Other equipment, furniture and office equipment | 90.534.342,98 | $-9.923.48$ | 11.033.755,05 | 693.475.42 | 1.437.562,87 | 102.302.262,00 | ||
| 4. Prepayments | 109.467,28 | 0.00 | 107.308,49 | 5.100,00 | 0,00 | 211.675,77 | ||
| 144.282.468,14 | $-9.923.48$ | 19.119.800,56 | 3.136.741,17 | 1.553.909,93 | 161.809.513,98 | |||
| Long-term financial assets | ||||||||
| 1. Shares in affiliated companies not | ||||||||
| included in the scope of consolidation | 426.562.37 | 0,00 | 10.508.89 | 0.00 | $-328.751.00$ | 108.320,26 | ||
| 2. Loans to affiliated companies not | ||||||||
| included in the scope of consolidation | 0.00 | 0,00 | 0.00 | 0.00 | 0,00 | 0.00 | ||
| 3. Investments | 82.176.88 | 0.00 | 0.00 | 30.046.88 | 0.00 | 52.130,00 | ||
| 4 Securities | 1.000.000.00 | 0.00 | 7.539.452.82 | 0.00 | 0.00 | 8.539.452,82 | ||
| 5. Other loans | 9.383,88 | 0.00 | 0.00 | 0.00 | 0.00 | 9.383,88 | ||
| 1.518.123,13 | 0,00 | 7.549.961,71 | 30.046,88 | $-328.751,00$ | 8.709.286,96 | |||
| Total | 390.997.843,34 | $-9.923, 48$ | 29.443.545,48 | 4.477.451,37 | 32.557.881,63 | 448.511.895,60 |
| 01.10.2021 bis 30.09.2022 | Accumulated depreciation and amortisation | Residual value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Figures in EUR | As at 01.10.2021 | Exchange difference |
Additions | Reclassification | extraordinary additions |
Disposals | Changes in the scope of |
consolidation As at 30.09.2022 | As at 30.09.2022 | As at 30.09.2021 |
| Goodwill | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 151.435.872,92 | 125.950.710,91 |
| Other intangible assets | ||||||||||
| 1. Order backlog | 9.149.767,00 | 0,00 | 2.840.116.67 | 0,00 | 0,00 | 0,00 | 0.00 | 11.989.883,67 | 9.904.116,33 | 9.409.233,00 |
| 2. Customer bases | 25.520.227,70 | 0,00 | 4.370.627,80 | 0,00 | 0,00 | 0,00 | 0,00 | 29.890.855,50 | 28.664.544,50 | 30.822.172,30 |
| 3. Internally developed intangible assets | ||||||||||
| Software | 2.930.172,67 | 0,00 | 465.889,25 | 0,00 | 0,00 | 0,00 | 0,00 | 3.396.061,92 | 2.716.100,56 | 1.941.281,45 |
| 4. Acquired intangible assets | ||||||||||
| Software etc. | 30.227.847,30 | 0,00 | 3.514.779.70 | 0,00 | 0,00 | 785.742,24 | 23.789,09 | 32.980.673,85 | 6.970.756,48 | 9.245.839.75 |
| 5. Prepayments | 0.00 | 0,00 | 0.00 | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 44.228,94 | 0,00 |
| 67.828.014,67 | 0,00 | 11.191.413,42 | 0,00 | 0,00 | 785.742,24 | 23.789,09 | 78.257.474,94 | 48.299.746,81 | 51.418.526,50 | |
| Property, plant and equipment | ||||||||||
| 1. Land and buildings | 20.984.312,50 | 0,00 | 10.020.229,92 | 0,00 | 0,00 | 3.324.511,14 | 0.00 | 27.680.031,28 | 31.499.197,87 | 32.641.150,28 |
| 2. Technical equipment and machinery | 0,00 | 0,00 | 9.695,34 | 0.00 | 0,00 | 0,00 | 13.574,72 | 23.270,06 | 93.077,00 | 13.195,10 |
| 3. Other equipment, furniture and office equipment | 58.149.035,91 | $-6.970,56$ | 13.785.606,49 | 0,00 | 0,00 | 307.369,75 | 706.073,88 | 72.326.375,97 | 29.975.886,03 | 32.385.307,07 |
| 4. Prepayments | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 211.675,77 | 109.467,28 |
| 79.133.348.41 | $-6.970,56$ | 23.815.531.75 | 0.00 | 0.00 | 3.631.880.89 | 719.648.60 | 100.029.677.31 | 61.779.836.67 | 65.149.119.71 | |
| Long-term financial assets | ||||||||||
| 1. Shares in affiliated companies not | ||||||||||
| included in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 108.320,26 | 426.562,37 |
| 2. Loans to affiliated companies not | ||||||||||
| included in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 0,00 |
| 3. Investments | 0.00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 52.130,00 | 82.176,88 |
| 4. Securities | $-37.000,00$ | 0,00 | 239.900,00 | 0,00 | 0,00 | 0,00 | 0,00 | 202.900,00 | 8.336.552,82 | 1.037.000,00 |
| 5. Other loans | 33,88 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 33,88 | 9.350,00 | 9.350,00 |
| $-36.966, 12$ | 0,00 | 239.900,00 | 0,00 | 0,00 | 0,00 | 0,00 | 202.933,88 | 8.506.353.08 | 1.555.089,25 | |
| Total | 146.924.396,96 | $-6.970.56$ | 35.246.845.17 | 0.00 | 0.00 | 4.417.623.13 | 743.437,69 | 178.490.086.13 | 270.021.809.49 | 244.073.446.37 |
| 01.10.2020 bis 30.09.2021 | Acquisition and production costs | ||||||
|---|---|---|---|---|---|---|---|
| Figures in EUR | As at 01.10.2020 | Exchange difference |
Additions | Reclassification | Disposals | Changes in the scope of |
consolidation 1) As at 30.09.2021 |
| Goodwill | 62.500.872,13 | 0,00 | 0,00 | 0,00 | 0,00 | 63.449.838,78 1 | 125.950.710,91 |
| Other intangible assets | |||||||
| 1. Order backlog | 13.756.000.00 | 0.00 | 0.00 | 0.00 | 0.00 | 4.803.000,00 | 18.559.000,00 |
| 2. Customer bases | 30.707.400,00 | 0.00 | 0.00 | 0.00 | 0.00 | 25.635.000,00 1) | 56.342.400,00 |
| 3. Internally developed intangible assets | |||||||
| Software | 4.437.019,26 | 0,00 | 369.534,86 | 0,00 | 0,00 | 64.900,00 | 4.871.454,12 |
| 4. Acquired intangible assets | |||||||
| Software etc. | 38.180.806,82 | 0,00 | 3.212.696,85 | 506.261,87 | 3.948.410,48 | 1.522.331,99 | 39.473.687,05 |
| 87.081.226,08 | 0,00 | 3.582.231,70 | 506.261,87 | 3.948.410.48 | 32.025.231.99 1) | 119.246.541,17 | |
| Property, plant and equipment | |||||||
| 1. Land and buildings | 46.971.801.54 | 0.00 | 7.916.213.24 | 0.00 | 1.656.838.68 | 394.286.67 | 53.625.462,78 |
| 2. Technical equipment and machinery | 0.00 | 0.00 | 13.195,10 | 0.00 | 0.00 | 0.00 | 13.195,10 |
| 3. Other equipment, furniture and office equipment | 103.154.583,33 | 331,89 | 9.507.668,34 | 2.370.563,67 | 27.646.755.44 | 3.147.951.19 | 90.534.342,98 |
| 4. Prepayments | 2.983.211,85 | 0,00 | 21.330,97 | $-2.876.825,54$ | 18.250,00 | 0,00 | 109.467,28 |
| 153.109.596,72 | 331,89 | 17.458.407,65 | $-506.261,87$ | 29.321.844,12 | 3.542.237,86 | 144.282.468,14 | |
| Long-term financial assets | |||||||
| 1. Shares in affiliated companies not | |||||||
| included in the scope of consolidation | 239.451.04 | 0.00 | 187.111.33 | 0.00 | 0.00 | 0.00 | 426.562.37 |
| 2. Loans to affiliated companies not | |||||||
| included in the scope of consolidation | 1.100.000,00 | 0,00 | 0.00 | $-1.100.000.00$ | 0.00 | 0.00 | 0,00 |
| 3. Investments | 82.046.88 | 0.00 | 0.00 | 0.00 | 0.00 | 130,00 | 82.176,88 |
| 4. Securities | 1.000.000,00 | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 1.000.000,00 |
| 5. Other loans | 9.383,88 | 0,00 | 0,00 | 0,00 | 697.543,69 | 697.543,69 | 9.383,88 |
| 2.430.881,80 | 0,00 | 187.111,33 | $-1.100.000,00$ | 697.543,69 | 697.673,69 | 1.518.123,13 | |
| Total | 305.122.576,73 | 331,89 | 21.227.750,68 | $-1.100.000,00$ | 33.967.798,29 | 99.714.982,32 1) | 390.997.843,34 |
| 01.10.2020 bis 30.09.2021 | Accumulated depreciation and amortisation | Residual value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Figures in EUR | As at 01.10.2020 | Exchange difference |
Additions 1) Reclassification | extraordinary additions |
Disposals | Changes in the scope of |
consolidation As at 30.09.2021 1 | As at 30.09.2022 | As at 30.09.2020 | |
| Goodwill | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | $0,00^{11}$ | 125.950.710,91 1) | 62.500.872,13 |
| Other intangible assets | ||||||||||
| 1. Order backlog | 6.290.104.00 | 0,00 | 2.859.663.00 | 0.00 | 0,00 | 0,00 | 0,00 | 9.149.767,00 | 9.409.233,00 | 7.465.896,00 |
| 2. Customer bases | 22.515.193.00 | 0.00 | $3.005.034.70$ 1) | 0.00 | 0,00 | 0,00 | 0,00 | 25.520.227,70 1) | 30.822.172,30 1) | 8.192.207,00 |
| 3. Internally developed intangible assets | ||||||||||
| Software | 2.531.856,24 | 0,00 | 333.416,43 | 0,00 | 0,00 | 0,00 | 64.900,00 | 2.930.172.67 | 1.941.281,45 | 1.905.163,02 |
| 4. Acquired intangible assets | ||||||||||
| Software etc. | 29.413.308.10 | 0,00 | 3.467.461.00 | $-63.789.12$ | 0,00 | 3.882.048.47 | 1.292.915.80 | 30.227.847.31 | 9.245.839.74 | 8.767.498,72 |
| 60.750.461,34 | 0,00 | $9.665.575,13$ 1) | $-63.789,12$ | 0,00 | 3.882.048,48 | 1.357.815,80 | 67.828.014,67 1) | 51.418.526,49 1) | 26.330.764,74 | |
| Property, plant and equipment | ||||||||||
| 1. Land and buildings | 12.135.691.09 | 0.00 | 10.504.861,64 | 0.00 | 0,00 | 1.656.838.68 | 598.44 | 20.984.312,50 | 32.641.150,28 | 34.836.110,45 |
| 2. Technical equipment and machinery | 0.00 | 0.00 | 0.00 | 0.00 | 0,00 | 0.00 | 0.00 | 0.00 | 13.195,10 | 0.00 |
| 3. Other equipment, furniture and office equipment | 65.040.558.62 | 94.31 | 18.462.890.00 | 63.789,12 | 0,00 | 27.054.280.84 | 1.635.984.70 | 58.149.035.91 | 32.385.307.07 | 38.114.024,71 |
| 4. Prepayments | 0.00 | 0.00 | 0.00 | 0.00 | 0,00 | 0.00 | 0,00 | 0.00 | 109.467.28 | 2.983.211.85 |
| 77.176.249,71 | 94,31 | 28.967.751,64 | 63.789,12 | 0,00 | 28.711.119,51 | 1.636.583,14 | 79.133.348,41 | 65.149.119,73 | 75.933.347,01 | |
| Long-term financial assets | ||||||||||
| 1. Shares in affiliated companies not | ||||||||||
| included in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 426.562,37 | 239.451,04 |
| 2. Loans to affiliated companies not | ||||||||||
| included in the scope of consolidation | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 1.100.000,00 |
| 3. Investments | 0.00 | 0.00 | 0,00 | 0.00 | 0.00 | 0,00 | 0.00 | 0,00 | 82.176.88 | 82.046.88 |
| 4. Securities | 88.000.00 | 0,00 | 0,00 | 0.00 | $-125.000,00$ | 0.00 | 0,00 | $-37.000,00$ | 1.037.000.00 | 912.000,00 |
| 5. Other loans | 33,88 | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 33,88 | 9.350,00 | 9.350,00 |
| 88.033.88 | 0.00 | 0.00 | 0.00 | $-125.000.00$ | 0.00 | 0,00 | $-36.966, 12$ | 1.555.089,25 | 2.342.847,92 | |
| Total | 138.014.744,93 | 94,31 | 38.633.326,77 1) | 0.00 | $-125.000,00$ | 32.593.167,99 | 2.994.398,94 | 146.924.396,96 1) | 244.073.446,38 1) | 167.107.831,80 |
Notes to the Consolidated Financial Statements
1 Basic Principles of the Consolidated Financial Statements
1.1 General Information
DATAGROUP SE is the parent company of the DATAGROUP Group. The company is located in Wilhelm-Schickard-Straße 7, 72124 Pliezhausen/Germany and is registered in the Commercial Register of Stuttgart under HRB 758721.
The DATAGROUP Group's business activities include the operation of IT infrastructures, distribution and provision of IT services, technology consulting and the development of IT solutions. The Group's companies are subdivided into two segments:
- The "Services" segment comprises all subsidiaries primarily providing IT services. These IT services primarily include the provision of IT workplaces (selection and procurement, on-site implementation, exchange and disposal of old equipment), services of the certified DATAGROUP data centers as well as service desk services.
- The "Solutions and Consulting" segment comprises the Group companies, where the range of services offered consists of highly qualified and specialized technology and solutions consultants as well as software developers.
1.2 Restatement of the Previous Year's Consolidated Financial Statements by Adjusting the Purchase Price Allocations
The purchase price allocations of URANO Informationssysteme GmbH and DATAGROUP BIT Oldenburg GmbH (previously dna Gesellschaft für IT Services GmbH), which were carried out on 1 May 2021 as part of the initial consolidation, were adjusted according to IFRS 3.45 on the basis of adjusting events within the valuation period. This leads to a remeasurement of the previous year's Consolidated Financial Statements as follows:
CONSOLIDATED INCOME STATEMENT
| Before adjustment | Adjustment PPA DATAGROUP |
Adjustment PPA URANO |
After adjustment | |
|---|---|---|---|---|
| Figures in EUR | 01.10.2020 bis 30.09.2021 |
BIT Oldenburg GmbH |
Informations- systeme GmbH |
01.10.2020 bis 30.09.2021 |
| Revenues | 444.707.741.02 | 444.707.741,02 | ||
| Other own work capitalised | 1.720.035.89 | 1.720.035.89 | ||
| Change in capitalized contractual costs | $-1.938.437.08$ | $-1.938.437.08$ | ||
| Total revenues | 444.489.339,83 | 444.489.339,83 | ||
| Other operating income | 12.140.000.82 | 12.140.000.82 | ||
| Material expenses / expenses for purchased services | 149.494.401.13 | 149.494.401.13 | ||
| Personnel expenses | 213.038.157.14 | 213.038.157,14 | ||
| Depreciation of property, plant and equipment and other | ||||
| intangible assets | 38.228.373,07 | 404.953.70 | 38.633.326,77 | |
| Other operating expenses | 26.810.607.53 | 26.810.607.53 | ||
| Operating income | 29.057.801,78 | 0.00 | -404.953,70 | 28.652.848,08 |
| Financial income | 1.398.126,93 | 1.398.126,93 | ||
| Financial expenses | 3.324.956,13 | 3.324.956,13 | ||
| Financial result | 1.926.829.21 | 0.00 | 0.00 | 1.926.829.20 |
| Earnings before taxes | 27.130.972,57 | 0,00 | -404.953,70 | 26.726.018,88 |
| Taxes on income and profit | 6.117.774.92 | $-119.360.10$ | 5.998.414.82 | |
| Net income | 21.013.197,66 | 0.00 | $-285.593.60$ | 20.727.604,06 |
| thereof minority interests | 0.00 | 0.00 | 0.00 | 0.00 |
| thereof shares of DATAGROUP SE | 21.013.197,66 | 0,00 | $-285.593,60$ | 20.727.604,06 |
| EPS (in Euro) | 2,52 | 2,49 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Before adjustment | Adjustment | Adjustment | After adjustment | |
|---|---|---|---|---|
| PPA DATAGROUP BIT Oldenburg |
PPA URANO Informations- |
|||
| Figures in EUR | 30.09.2021 | GmbH | systeme GmbH | 30.09.2021 |
| Assets | ||||
| Long-term assets | ||||
| Goodwill | 103.084.280,41 | 192.836,42 | 22.673.594,08 | 125.950.710,91 |
| Other intangible assets | 43.076.480,19 | 8.342.046,30 | 51.418.526,49 | |
| Property, plant and equipment | 65.149.119,73 | 65.149.119,73 | ||
| Long-term financial assets | 1.555.089,25 | 1.555.089,25 | ||
| Capitalized contractual costs | 15.836.476,57 | 15.836.476.57 | ||
| Finance leasing receivables | 23.373.608,99 | 23.373.608,99 | ||
| Claims from reinsurance coverage for pension | ||||
| obligations | 4.664.533,70 | 4.664.533,70 | ||
| Other long-term assets | 2.373.011,80 | 2.373.011,80 | ||
| Deferred taxes | 17.703.996,91 | 17.703.996,91 | ||
| Short-term assets | 276.816.597,55 | 192.836,42 | 31.015.640,38 | 308.025.074,35 |
| Inventories | ||||
| Contract assets | 3.770.189,52 | 3.770.189,52 3.475.645.71 |
||
| Trade receivables | 3.475.645,71 56.362.817.12 |
|||
| Finance leasing receivables | 56.362.817,12 | |||
| Short-term financial assets | 10.216.186,00 1.674.772,65 |
10.216.186,00 1.674.772,65 |
||
| Other short-term assets | ||||
| 35.374.339,64 | 35.374.339,64 | |||
| Cash and cash equivalents | 44.091.986,09 | 0,00 | 0,00 | 44.091.986,09 |
| 154.965.936,73 431.782.534,28 |
192.836,42 | 31.015.640,38 | 154.965.936,73 | |
| 462.991.011,08 | ||||
| Liabilities | ||||
| Equity | ||||
| Subscribed capital | 8.349.000,00 | 8.349.000,00 | ||
| Capital reserve | 32.337.372,27 | 32.337.372,27 | ||
| Repayment of capital | $-98.507,73$ | $-98.507,73$ | ||
| Retained earnings | 55.598.769,10 | -285.593,60 | 55.313.175,50 | |
| Accumulated other comprehensive income | $-1.884.668,84$ | $-1.884.668,84$ | ||
| Balancing item for foreign currency translation | $-4.587,78$ | $-4.587,78$ | ||
| Minority interests | 0,00 | 0.00 | ||
| 94.297.377,02 | 0,00 | $-285.593,60$ | 94.011.783,42 | |
| Long-term liabilities | ||||
| Long-term financial liabilities | 133.540.012.90 | 27.574.097,47 | 161.114.110,37 | |
| Pension provisions | 64.037.964,78 | 64.037.964,78 | ||
| Other provisions | 1.749.993,12 | 1.749.993,12 | ||
| Other long-term liabilities | 28.265,65 | 28.265,65 | ||
| Deferred taxes | 7.963.451,17 | 2.458.818,15 | 10.422.269,32 | |
| 207.319.687,62 | 0,00 | 30.032.915,62 | 237.352.603,24 | |
| Short-term liabilities | ||||
| Short-term financial liabilities | 31.661.561,71 | 192.836,42 | 1.268.318,36 | 33.122.716,49 |
| Provisions | 16.426.900,08 | 16.426.900,08 | ||
| Contract liabilities | 13.530.734,55 | 13.530.734,55 | ||
| Trade payables | 11.421.574,49 | 11.421.574,49 | ||
| Income tax liabilities | 9.798.742,41 | 9.798.742,41 | ||
| Other liabilities | 47.325.956,40 | 47.325.956,40 | ||
| 130.165.469,64 | 192.836,42 | 1.268.318,36 | 131.626.624,42 | |
| 431.782.534.28 | 192.836.42 | 31.015.640.38 | 462.991.011.08 |
The figures were adjusted for the first time on 30 September 2022. There has been no adjustment in valuation in the quarterly financial statements on 31 March 2022 and 30 June 2022.
These adjustments lead to an increase in annual depreciation of EUR 971,889.00 over a period of eight years and seven months.
1.3 Accounting Policies Under International Financial Reporting Standards (IFRS)
The consolidated financial statements of DATAGROUP SE for the fiscal year ending Friday, September 30, 2022 were prepared in accordance with the International Financial Reporting Standards (IFRS), as applicable in the European Union (EU). The IFRS are applied on a voluntary basis. The consolidated financial statements were submitted by the Management Board to the Supervisory Board for approval.
In addition, the accounting principles set out in §315e para. 1 HGB ("Handelsgesetzbuch", German Commercial Code) have been considered for the preparation of the consolidated financial statements. DATAGROUP has applied all International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and Interpretations of the International Financial Interpretations Committee (IFRIC), whose application was obligatory on the reporting date.
The consolidated financial statements of DATAGROUP SE were prepared in euro (EUR) using uniform recognition and measurement policies. For the purposes of better readability, amounts were rounded up to thousand euros (TEUR) or million euros (EUR m). The presentation of the consolidated income statement is based on total cost accounting. The information required for explanation of the balance sheet and the income statement can be found in the notes.
For details we refer to Chapter 1.4 Accounting and Measurement Principles
NEW ACCOUNTING STANDARDS
All valid IFRS and interpretations of IFRIC, whose application was obligatory on the reporting date, were considered provided they were of relevance to the DATAGROUP Group.
The following standards, amendments of standards and interpretations, provided they may fundamentally be of relevance to the DATAGROUP Group, have to be applied for the first time in FY 2021/2022:
| Major Impact on | |||||
|---|---|---|---|---|---|
| New or amended standards | Contents | First time application | EU-Endorsed | the Group | |
| Amendment to extend the application period of the exemption from assessing | |||||
| IFRS 16 | Amended | whether a coronavirus pandemic-related rental concession is a lease modification | Fiscal Year 2021/2022 | ves | none |
| Amendments to the standards IFRS 9, IAS 39, IFRS 7, IFRS 4 und IFRS 16: | |||||
| Diverse | Amended | Interest Rate Benchmark Reform | Fiscal Year 2021/2022 | ves | none |
The first-time application of these standards does not have any major impacts on the accounting of the DATAGROUP Group.
ISSUED ACCOUNTING STANDARDS THAT DO NOT YET HAVE TO BE APPLIED IN THE CURRENT FISCAL YEAR
The International Accounting Standards Board (IASB) has issued the following new standards, interpretations and amendments to existing standards, which have not been applied yet:
| Major Impact on | |||||
|---|---|---|---|---|---|
| New or amended standards | Contents | First time application | EU-Endorsed | the Group | |
| IAS 16 | Amended | Earnings before intended use | Fiscal Year 2022/2023 | ves | none |
| IAS 37 | Amended | Onerous Contracts - The cost of performing a contract | Fiscal Year 2022/2023 | ves | none |
| IFRS 3 | Amended | Reference to the framework concept | Fiscal Year 2022/2023 | yes | none |
| Various | Amended | Annual improvement concept 2018 - 2020 | Fiscal Year 2022/2023 | ves | none |
| IFRS 17 | New | Insurance contracts | Fiscal Year 2023/2024 | ves | none |
| IFRS 17 | Amended | First-time Adoption of IFRS 17 and IFRS 9 - Comparative Information | Fiscal Year 2023/2024 | yes | none |
| Presentation of the financial statements - classification of debts as short and long | |||||
| IAS 1 | Amended | term | Fiscal Year 2023/2024 | no | none |
| IAS 1 | Amended | Changes in the disclosure of accounting policies | Fiscal Year 2023/2024 | ves | none |
| IAS 8 | Amended | Changes in accounting estimates | Fiscal Year 2023/2024 | ves | none |
| Fiscal Year 2023/2024 | |||||
| IAS 12 | Amended | Changes in Deferred Taxes on Leases and Retirement Obligations | yes | none | |
| Sale or contribution of assets between an investor and an associate or joint | |||||
| IFRS 10/IAS 28 | Amended | venture | not known | no | none |
The adoption of some standards and amendments requires their implementation within the scope of the IFRS endorsement procedure. Any new or amended standard will only be adopted if the adoption is mandatory and the endorsement procedure was implemented.
1.4 Scope of Consolidation
1.4.1 Definition of the scope of consolidation
The consolidated financial statements include the subsidiaries on which the Group is able to exercise dominant control according to IFRS10. In addition to the holding company, DATAGROUP SE, 29 other domestic subsidiaries and three foreign subsidiaries have been included by full consolidation:
| No. | Name and location of the company | Parent | Stake in % |
|---|---|---|---|
| company no. | |||
| 1 | DATAGROUP SE, Pliezhausen | ||
| 2 | DATAGROUP Stuttgart GmbH, Stuttgart | 1 | 100.0 |
| 3 | DATAGROUP Bremen GmbH, Bremen | 1 | 100.0 |
| 4 | DATAGROUP Offenburg GmbH, Offenburg | 1 | 100,0 |
| 5 | DATAGROUP Ludwigsburg GmbH, Ludwigsburg | 1 | 100,0 |
| 6 | DATAGROUP Hamburg GmbH, Hamburg | 4 | 100,0 |
| 7 | DATAGROUP Operate IT GmbH, Hamburg | 1 | 100,0 |
| 8 | DATAGROUP Invest 3 GmbH, Pliezhausen | 1 | 100,0 |
| 9 | DATAGROUP Köln GmbH, Köln | 8 | 100,0 |
| 10 | DATAGROUP IT Solutions GmbH, Pliezhausen | 1 | 100,0 |
| 11 | DATAGROUP Consulting Services GmbH, Mainz | 1 | 100,0 |
| 12 | DATAGROUP Business Solutions GmbH, Siegburg | 1 | 100,0 |
| 13 | DATAGROUP Inshore Services GmbH, Rostock | 12 | 100,0 |
| 14 | DATAGROUP Automotive Services Sp. z o.o., Krakow/Poland | 12 | 100,0 |
| 15 | DATAGROUP Defense IT Services GmbH, Siegburg | 12 | 100,0 |
| 16 | Almato AG, Stuttgart | 1 | 100,0 |
| 17 | Almato Iberia S.L., Barcelona/Spain | 16 | 100,0 |
| 18 | DATAGROUP Frankfurt GmbH, Neu-Isenburg | 1 | 100,0 |
| 19 | DATAGROUP Ulm GmbH. Ulm | 1 | 100,0 |
| 20 | Mercoline GmbH, Berlin | 1 | 100,0 |
| 21 | DATAGROUP Invest 5 GmbH, Pliezhausen | 1 | 100,0 |
| 22 | DATAGROUP BIT Düsseldorf GmbH, Düsseldorf | 21 | 100,0 |
| 23 | DATAGROUP BIT Hamburg GmbH, Hamburg | 1 | 100,0 |
| 24 | DATAGROUP BIT Oldenburg GmbH, Hamburg | 22 | 100,0 |
| 25 | URANO Informationssysteme GmbH, Bad Kreuznach | 1 | 70,0 |
| 26 | Cloudeteer GmbH, Hamburg 1) | 1 | 51,0 |
| 27 | Hövermann IT-Gruppe GmbH, Ibbenbüren 2) | 1 | 100,0 |
| 28 | Hövermann ERP-Consulting GmbH, Ibbenbüren 2) | 1 | 100,0 |
| 29 | Hövermann Rechenzentrum UG (limited liability), Ibbenbüren 2) | 1 | 100,0 |
| 30 | DATAGROUP Service Desk GmbH, Pliezhausen | 1 | 100,0 |
| 31 | DATAGROUP Operations GmbH, Frankfurt am Main | 1 | 100,0 |
| 32 | DATAGROUP Enterprise Services GmbH, Siegburg | 1 | 100,0 |
| 33 | DATAGROUP Enterprise Services Kft., Budapest/Hungary | 32 | 100,0 |
In the first instance, 70 % of the shares in URANO Informationssysteme GmbH were acquired. It was laid down in the purchase agreement that the remaining 30 % can be acquired in 2023. DATAGROUP SE has call option rights related to the acquisition of the outstanding 49 % shares in Cloudeteer GmbH, which can be exercised in the years from 2024 to 2026.
The following companies have not been fully consolidated in the consolidated financial statements despite a control according to the principle of materiality.
| No. | Name and location of the company | Parent | Stake in % |
|---|---|---|---|
| company no. | |||
| 34 | DATAGROUP Banking Operations Center s.r.o., Košice/Slovakia | 23 | 100.0 |
| 35 | Almato Medical Software S.L., Barcelona/Spain | 100.0 | |
| 36 | DATAGROUP Invest 6 GmbH, Pliezhausen | 100.0 | |
| 37 | DATAGROUP Pensions BS GmbH & Co. KG. Siegburg | 12 | 100.0 |
| 38 | DATAGROUP Pensions FIS GmbH & Co. KG. Düsseldorf | 22 | 100.0 |
They were recognized at fair value.
ADJUSTMENT OF PURCHASE PRICE ALLOCATION
The purchase price allocations (PPA) of URANO Informationssysteme GmbH and DATAGROUP BIT Oldenburg, which are mandatory as part of the initial consolidation, had both been categorized as provisional in the previous year. The PPAs were adjusted in the fiscal year under review.
ADJUSTMENT OF PURCHASE PRICE ALLOCATION FOR THE ACQUISITION OF URANO INFORMATIONSSYSTEME GMBH
The purchase price allocation ("PPA") of URANO Informationssysteme GmbH, which had to be implemented as part of the initial consolidation, had been categorized as provisional in fiscal year 2020/2021. According to IFRS 3.45, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs. During the measurement period (period under review) the acquirer shall retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information about facts and circumstances that existed at the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. During the measurement period, the acquirer shall also recognize additional assets and liabilities if new information is obtained about facts and circumstances that existed at the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed at the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date. The adjustment of the acquired assets and liabilities made during the period under review leads to the following results (comparison).
The consideration is remeasured. The adjustment has the following impact on the consideration:
| Figures in EUR | 2021 | 2022 | Adjustment |
|---|---|---|---|
| Basic purchase price 70 % | 23.222.928.92 | 23.222.928.92 | 0,00 |
| Adjustment of the basic purchase price 70 % | |||
| (based on 2021 EBITDA) | 12.336.734,24 | 13.605.052,60 | 1.268.318,36 |
| Purchase price 30 % (as of January 1st, 2) | 15.256.674.14 | 42.830.771.61 | 27.574.097.47 |
| Compensation | 50.816.337.30 | 79.658.753.13 | 28.842.415,83 |
The remeasurement of consideration leads to an adjustment of the assessment of the customer base, which was increased by EUR 8,747,000.00.
| 2021 | 2022 | ||
|---|---|---|---|
| Fair values at | Fair values at | ||
| Figures in EUR | acquisition date | acquisition date | Adjustment |
| Assets | |||
| Intangible assets | 14.326.415,19 | 23.073.415,19 | 8.747.000,00 |
| Property, plant and equipment | 1.835.249,92 | 1.835.249,92 | 0,00 |
| Financial assets | 697.673,69 | 697.673,69 | 0,00 |
| Inventories | 880.555,24 | 880.555.24 | 0,00 |
| Trade receivables | 10.744.293,57 | 10.744.293,57 | 0,00 |
| Other assets | 1.657.427,56 | 1.657.427,56 | 0,00 |
| Cash and cash equivalents | 1.246.466.01 | 1.246.466,01 | 0,00 |
| Deferred taxes | 0.00 | 0.00 | 0.00 |
| 31.388.081,18 | 40.135.081,18 | 8.747.000,00 | |
| Liabilities | |||
| Financial liabilities | 2.386.102,38 | 2.386.102,38 | 0,00 |
| Pension provisions | 29.604,61 | 29.604,61 | 0,00 |
| Other provisions | 349.537,62 | 349.537,62 | 0,00 |
| Contract liabilities | 2.646.930,94 | 2.646.930,94 | 0,00 |
| Trade payables | 5.323.300,53 | 5.323.300,53 | 0,00 |
| Income tax liabilities | 986.532.19 | 986.532.19 | 0,00 |
| Other liabilities | 2.660.218,95 | 2.660.218,95 | 0,00 |
| Deferred taxes | 4.107.267.95 | 6.685.446.20 | 2.578.178,25 |
| 18.489.495.17 | 21.067.673,42 | 2.578.178,25 | |
| Total Identifiable Net Assets | 12.898.586.01 | 19.067.407.76 | 6.168.821.75 |
Goodwill was also adjusted as a result of the remeasurement and increased by EUR 22,673,594.08 in total.
| Figures in EUR | Adiustment | ||
|---|---|---|---|
| Goodwill | 37.917.751.29 | 60.591.345,37 | 22.673.594.08 |
It had not been possible at the time of initial consolidation to conclusively assess the impact of the existing business of URANO GmbH on the company's future economic performance and thus on the necessary measurements of the acquired intangible assets and the consideration to be provided as part of the PPA. As a result, the PPA had been categorized as provisional.
It had become obvious during the measurement period that estimates about the company's business performance would have had to be much more positive than the actual assessment made for the provisional PPA. The provisional PPA was characterized by assessments from the phase of due diligence and purchase price negotiations.
After the shares had been acquired, the facts and circumstances at hand were assessed in detail during the period under review, especially the contractual and order situation. It became apparent from a Group's perspective that the expected economic development would be significantly above the planned values recognized so far. Derivations were made under consideration of seasonal deviations to determine the expected value based on the previous business performance and the customers' consumption behavior as well as regular discussions with the management and the financial division of URANO Informationssysteme GmbH regarding the economically viable earnings contributions.
At first, all adjusting events within the valuation period were taken into account for the measurement of the consideration. All non-adjusting events and all events occurring after the reporting date were excluded in the context of the PPA. This resulted in the effects shown above. All in all, the consideration increased by TEUR 28,842.
The adjusted PPA led to the result that this increase in consideration is divided as follows:
| Figures in EUR | 2021 | 2022 | Adjustment |
|---|---|---|---|
| Adjustment of total Identifiable Net Assets | |||
| Customer base | 14.326.415,19 | 23.073.415,19 | 8.747.000,00 |
| Deferred taxes | $-4.107.267.95$ | $-6.685.446.20$ | $-2.578.178.25$ |
| Other assets and liabilities | 2.679.438.77 | 2.679.438,77 | 0,00 |
| Total Identifiable Net Assets | 12.898.586,01 | 19.067.407,76 | 6.168.821,75 |
| Adjustment of Compensation | |||
| Basic purchase price 70 % | 23.222.928.92 | 23.222.928.92 | 0,00 |
| Adjustment of the basic purchase price 70 % | |||
| (based on 2021 EBITDA) | 12.336.734.24 | 13.605.052.60 | 1.268.318.36 |
| Purchase price 30 % (as of January 1st, 2 | 15.256.674,14 | 42.830.771,61 | 27.574.097.47 |
| Compensation | 50.816.337.30 | 79.658.753.13 | 28.842.415.83 |
| Goodwill adjustment | 37.917.751,29 | 60.591.345.37 | 22.673.594.08 |
ADJUSTMENT OF PURCHASE PRICE ALLOCATION FOR THE ACQUISITION OF DATAGROUP BIT OLDENBURG GMBH (PREVIOUSLY DNA GESELLSCHAFT FÜR IT SERVICES GMBH)
The purchase price allocation for the acquisition of DATAGROUP BIT Oldenburg, which was recognized in the annual financial statements of 30 September 2021, had been categorized as provisional. The adjustment made during the period under review leads to the remeasurement of the earn-out obligation for fiscal year 2021. Accordingly, consideration and goodwill are now as follows:
| Figures in EUR | 01.05.2021 |
|---|---|
| Base purchase price | 7.250.000,00 |
| Value of Earn Out Obligations | |
| Earn Out 2020 | 1.235.910,52 |
| Earn Out 2021 | 1.202.592,00 |
| Compensation | 9.688.502,52 |
| Total Identifiable Net Assets | 6.830.009,11 |
| Goodwill | 2.858.493,41 |
The earn-out obligation has been fully paid by now.
The adjustment leads to an increase in goodwill by EUR 192,836.42 from EUR 2,665,656.99 to EUR 2,858,493.41.
CHANGES IN THE SCOPE OF CONSOLIDATION
In fiscal year 2021/2022, 100 % of the shares in the Hövermann companies, Hövermann IT-Gruppe GmbH, Hövermann ERP-Consulting GmbH and Hövermann Rechenzentrum UG (limited liability) were acquired.
Additionally, Cloudeteer GmbH and Almato Iberia S.L. were fully consolidated for the first time in fiscal year 2021/2022. They are now classified as essential for the consolidated financial statements.
ACQUISITION OF 100 % OF THE SHARES IN THE HÖVERMANN COMPANIES
Under a purchase agreement dated 26 April 2022, 100 % of the shares in the Hövermann subsidiaries, Hövermann IT-Gruppe GmbH, Hövermann ERP-Consulting GmbH and Hövermann Rechenzentrum UG (limited liability) – referred to as "Hövermann IT-Gruppe" – were acquired.
DATAGROUP SE achieved control of the companies after payment of the basic purchase price on 4 May 2022. The reference date for initial consolidation is 1 May 2022.
Hövermann IT is an IT service provider which is running its own data center and has acknowledged expertise in SAP Business One, an SAP ERP solution focused on Mittelstand companies. With a staff of some 55 employees, the company is focused on small and mid-sized corporate customers, which are currently mainly based in North Rhine-Westphalia and Lower Saxony. Hövermann IT is a large full-service provider of its region with its IT services and IT consulting offering and its expertise in SAP Business One. The company has been a certified SAP and Microsoft Gold Partner for many years and thus strengthens the expertise in this area within the DATAGROUP Group.
ACQUIRED ASSETS AND LIABILITIES
The fair values of the identifiable assets and liabilities of Hövermann IT at the time of acquisition were as follows:
| Figures in EUR | Book values | Fair values at acquisition date |
|---|---|---|
| 30.04.2022 | 30.04.2022 | |
| Assets | ||
| Long-term assets | ||
| Other intangible assets | 19.466,60 | 5.811.466,60 |
| Property, plant and equipment | 2.291.741,28 | 2.291.741,28 |
| Other long-term assets | 62.766,44 | 62.766,44 |
| 2.373.974,32 | 8.165.974,32 | |
| Short-term assets | ||
| Inventories | 99.451,70 | 99.451,70 |
| Trade receivables | 827.448,48 | 827.448,48 |
| Other short-term assets | 777.127,71 | 777.127,71 |
| Active prepaid expenses | 45.076,78 | 45.076,78 |
| Cash and cash equivalents | 1.226.244,90 | 1.226.244,90 |
| 2.975.349,57 | 2.975.349,57 | |
| 5.349.323,89 | 11.141.323,89 | |
| Liabilities | ||
| Long-term liabilities | ||
| Long-term financial liabilities | 1.463.929,22 | 1.463.929,22 |
| Deferred taxes | 0,00 | 1.804.497,60 |
| 1.463.929,22 | 3.268.426,82 | |
| Short-term liabilities | ||
| Short-term financial liabilities | 38.712,18 | 38.712,18 |
| Provisions | 36.357,00 | 36.357,00 |
| Contract liabilities | 582.257,23 | 582.257,23 |
| Trade payables | 452.761,39 | 452.761,39 |
| Income tax liabilities | 486.488,83 | 486.488,83 |
| Other liabilities | 1.235.084,64 | 1.235.084,64 |
| 2.831.661,27 | 2.831.661,27 | |
| 4.295.590,49 | 6.100.088,09 | |
| Total Identifiable Net Assets | 1.053.733,40 | 5.041.235,80 |
Right of use assets were acquired in the total amount of EUR 1,502,641.40. The default risks are assessed as being non-significant.
CONSIDERATION
The initial purchase price already paid is EUR 19,714,200.00. The other purchase price components depend on the results of calendar years from 2022 to 2024. Based on the current plans of the acquired company, the consideration is as follows:
| Figures in EUR | 30.04.2022 |
|---|---|
| Base purchase price | |
| Purchase price shares | 19.714.200,00 |
| 19.714.200,00 | |
| Value of Earn Out Obligations | |
| Farn Out 2022 | 1.494.000,00 |
| Earn Out 2023 | 3.402.000,00 |
| Earn Out 2024 | 5.781.000,00 |
| 10.677.000.00 | |
| Adjustment to maximum amount | $-391.200,00$ |
| Compensation | 30.000.000.00 |
The total purchase price is limited to a maximum amount (purchase price cap) of EUR 30,000,000.00. The earn-out payments are due ten bank working days after presentation of the audited financial accounts as at 31 December, up to 31 May of the following year at the latest.
GOODWILL
The goodwill of EUR 24,958,764.20 comprises the value of synergies expected from the acquisition. It is fully assigned to the cash-generating "Services" segment.
ANALYSIS OF THE CASH OUTFLOW ASSOCIATED WITH THE ACQUISITION
The transaction resulted in the following cash flows:
| Figures in EUR | 30.04.2022 |
|---|---|
| Base purchase price | |
| Purchase price shares | 19.714.200,00 |
| Transaction costs of the | |
| company acquisition | 236.792,47 |
| Net cash acquired with the subsidiary | $-1.226.244.90$ |
| Total | 18.724.747.57 |
IMPACT ON REVENUES AND EARNINGS BEFORE TAX
In the period just ended, Hövermann IT contributed EUR 5,194,802.97 to revenue and EUR 1,291,223.89 to consolidated earnings (before taxes). If the merger had taken place at the beginning of the fiscal year, revenue from the continuing operations would have amounted to some EUR 12,000,000.
INITIAL CONSOLIDATION (FULL CONSOLIDATION) OF CLOUDETEER GMBH
Under a purchase agreement dated 22 June 2020, DATAGROUP SE acquired 24 % of the shares in Cloudeteer GmbH. As part of the purchase agreement, DATAGROUP also purchased option agreements for the acquisition of the remaining shares. The acquisition of further 27 % of the shares was effected on 7 July 2022 through the exercise of one of the option agreements. The still outstanding shares of two times 24.5 % can be acquired by DATAGROUP SE through the exercise of further call options during the period from 1 January 2024 to 31 December 2026. The exercise is not subject to any further conditions, DATAGROUP SE has not entered into any commitments. Importantly, the possible seller cannot object to the use of the option. The rules for the determination of the purchase price for the 24.5 % shares are laid down in the option agreements. The call options held by DATAGROUP SE are not classified as debt instruments but equity instruments. For this reason, minority shares of 49% in Cloudeteer GmbH are recognized in consolidated equity.
The Hamburg-based company provides experts for multi-cloud solutions as well as consulting services for companies on cloudification, IT governance, IT security, and regulatory requirements. Furthermore, Cloudeteer GmbH develops process and software solutions for the cloud, including the so-called OPS.Stack, which makes it possible to use multi-cloud dashboards displaying the real time of the most important metrics on different cloud models. The modules can also be used to analyze and optimize hybrid and private cloud solutions. Additionally, Cloudeteer GmbH increasingly handles the operation of the cloud solutions provided to the customers.
DATAGROUP SE achieved control of the company after conclusion of the initial purchase agreement and the payment of the purchase price for the 24 % stake on 2 July 2020. The company was not included in the consolidated financial statements in the years 2020 and 2021 due to absence of materiality. Cloudeteer GmbH will be initially included in the consolidated financial statements as at 1 October 2021 by way of full consolidation.
ACQUIRED ASSETS AND LIABILITIES
The fair values of the assets and liabilities of Cloudeteer GmbH identified on 1 October 2021 were as follows at the time of initial consolidation:
| Book values | Fair values at acquisition date |
|
|---|---|---|
| Figures in EUR | 01.10.2021 | 01.10.2021 |
| Assets | ||
| Long-term assets | ||
| Other intangible assets | 9.140,76 | 9.140,76 |
| Property, plant and equipment | 35.226,76 | 35.226,76 |
| 44.367.52 | 44.367,52 | |
| Short-term assets | ||
| Trade receivables | 493.647,64 | 493.647,64 |
| Other short-term assets | 53.715,98 | 53.715,98 |
| Active prepaid expenses | 44.045,82 | 44.045,82 |
| Cash and cash equivalents | 335.404,70 | 335.404,70 |
| 926.814,14 | 926.814,14 | |
| 971.181,66 | 971.181,66 | |
| Liabilities | ||
| Long-term liabilities | ||
| Long-term financial liabilities | 1.375.000,00 | 1.375.000,00 |
| Other provisions | 1.000,00 | 1.000,00 |
| 1.376.000,00 | 1.376.000.00 | |
| Short-term liabilities | ||
| Trade payables | 17.698,16 | 17.698,16 |
| Other liabilities | 172.328,14 | 172.328,14 |
| 190.026,30 | 190.026,30 | |
| 1.566.026,30 | 1.566.026,30 | |
| Total Identifiable Net Assets | $-594.844.64$ | $-594.844.64$ |
CONSIDERATION AND GOODWILL
The total purchase price paid in 2020 and 2022 is EUR 181,750.00. The goodwill of EUR 485,120.77 is composed as follows:
| Figures in EUR | 01.10.2021 | 01.10.2021 |
|---|---|---|
| Base purchase price = Compensation | 181.750,00 | |
| Total Identifiable Net Assets | $-594.844.64$ | |
| Share of the DATAGROUP Group | $-303.370.77$ | |
| Goodwill | 485.120,77 | |
| Minority interst | $-291.473.88$ |
The goodwill comprises the value of synergies expected from the acquisition. It is fully assigned to the cashgenerating "Services" segment. The minority interest is measured on the basis of the percentage share of the identifiable net income.
ANALYSIS OF THE CASH OUTFLOW ASSOCIATED WITH THE ACQUISITION
The transaction resulted in the following cash flows (reference date for cash acquired: 1 October 2021):
| Figures in EUR | 01.10.2021 |
|---|---|
| Base purchase price | |
| Purchase price shares | 181.750,00 |
| Transaction costs of the | |
| company acquisition | 41.491.23 |
| Net cash acquired with the subsidiary | $-335.404.70$ |
| Total | $-112.163.47$ |
IMPACT ON REVENUES AND EARNINGS BEFORE TAX
In the period just ended, Cloudeteer GmbH contributed EUR 5,235,025.54 to revenue and EUR 296,138.07 to consolidated earnings (before taxes).
INITIAL CONSOLIDATION (FULL CONSOLIDATION) OF ALMATO IBERIA S.L.
Under a purchase agreement dated 15 August 2019, DATAGROUP Mobile Solutions AG – today Almato AG – acquired 100 % of the shares in IT-Digitalizacion 4.0 Industrial Internacional S.L. – today Almato Iberia S.L.
The company primarily provides IT services for Almato AG and other companies of the DATAGROUP Group.
Almato AG achieved control of the company in August 2019. The company was not included in the consolidated financial statements from 2019 to 2021 due to absence of materiality. The company will be initially included in the consolidated financial statements as at 1 October 2021 by way of full consolidation.
ACQUIRED ASSETS AND LIABILITIES
The fair values of the assets and liabilities of Almato Iberia S.L. identified on 1 October 2021 were as follows at the time of initial consolidation:
| Book values | Fair values at acquisition date |
||
|---|---|---|---|
| Figures in EUR | 01.10.2021 | 01.10.2021 | |
| Assets | |||
| Long-term assets | |||
| Property, plant and equipment | 28.548,93 | 28.548,93 | |
| 28.548.93 | 28.548.93 | ||
| Short-term assets | |||
| Trade receivables | 102.575,57 | 102.575,57 | |
| Other short-term assets | 19.853,11 | 19.853,11 | |
| Cash and cash equivalents | 64.138,41 | 64.138,41 | |
| 186.567,09 | 186.567,09 | ||
| 215.116,02 | 215.116,02 | ||
| Liabilities | |||
| Short-term liabilities | |||
| Short-term financial liabilities | 45.746,05 | 45.746,05 | |
| Trade payables | 9.400,00 | 9.400,00 | |
| Other liabilities | 54.246,02 | 54.246,02 | |
| 109.392,07 | 109.392,07 | ||
| Total Identifiable Net Assets | 105.723.95 | 105.723,95 |
CONSIDERATION AND GOODWILL
The purchase price paid in 2019 was EUR 1.00. Additionally, a loan of EUR 147,000.00 was paid by way of a contribution in kind on 27 October 2020. The goodwill of EUR 41,277.05 is composed as follows:
| Figures in EUR | 01.10.2021 |
|---|---|
| Base purchase price | |
| Purchase price shares | 1,00 |
| Conversion loan | 147.000,00 |
| Compensation | 147.001,00 |
| Total Identifiable Net Assets | 105.723,95 |
| Goodwill | 41.277.05 |
The goodwill comprises the value of synergies expected from the acquisition. It is fully assigned to the cashgenerating "Solutions and Consulting" segment.
ANALYSIS OF THE CASH OUTFLOW ASSOCIATED WITH THE ACQUISITION
The transaction resulted in the following cash flows (reference date for cash current payment obligations acquired: 1 October 2021):
| Figures in EUR | 01.10.2021 |
|---|---|
| Base purchase price | |
| Purchase price shares | 1,00 |
| Conversion loan | 147.000,00 |
| Net cash acquired with the subsidiary | $-64.138,41$ |
| Short-term payment obligations | |
| acquired with the subsidiary | 45.746,05 |
| Gesamt | 128.608.64 |
IMPACT ON REVENUES AND EARNINGS BEFORE TAX
In the period just ended, Almato Iberia S.L. contributed EUR 1,266,703.82 to revenue and EUR 132,972.88 to consolidated earnings (before taxes).
1.5 Accounting and Measurement Methods
1.5.1 Consolidation Principles
The balance sheet date of the fully consolidated subsidiaries is the balance sheet date of the Consolidated Financial Statements. The newly acquired Hövermann IT companies, namely Hövermann IT-Gruppe GmbH, Hövermann ERP-Consulting GmbH and Hövermann Rechenzentrum UG (limited liability), had a short fiscal year with 30 September 2022 as the balance sheet date because of their integration into the processes and structures of DATAGROUP. The balance sheet date of the initially consolidated Cloudeteer GmbH is 31 December; a short fiscal year is planned with 30 September 2022 being the balance sheet date.
Company mergers are recognized in accordance with the acquisition method. The purchase price of the acquired subsidiary is allocated to the acquired assets, liabilities and contingent liabilities. In this respect, the decisive factors are the value ratios at the time on which control of the subsidiary was achieved. The recognizable assets and the acquired liabilities and contingent liabilities initially are fully measured at their fair value. Any remaining difference on the assets side is then recognized as goodwill. Goodwill is subject to an impairment test at least once a year, which may lead to depreciation requirements. Any remaining difference on the liabilities side is then recognized in the income statement following another review. A subsidiary's income and expenses are included in the consolidated financial statements from the date of acquisition. A subsidiary's income and expenses will be consolidated until the date on which the parent company's control ends.
As part of the debt consolidation, receivables are offset against the respective liabilities between the fully consolidated companies. The elimination of intra-company profits is applied to intra-company resales of property, plant and equipment and customer orders. The consolidation of income and expenses sets off revenue, other operating income, interest and similar income against the expenses related to them.
1.5.2 Accounting and Measurement Principles
Several standards and amendments of standards had to be adopted for the first time in this fiscal year. This did not necessitate a major adjustment of the accounting and measurement methods.
ESTIMATES AND ASSUMPTIONS
Preparing the consolidated financial statements necessitated discretionary decisions and to a certain extent estimates had to be made as well. These estimates and assumptions had an impact on the amount and disclosure of the recognized assets, liabilities and contingent liabilities. Management assumes that existing risks are sufficiently covered by the assumptions and judgments made. These estimates and assumptions are based on experiences made in the past and other sources of information that are considered reasonable under current conditions. The estimates and assumptions are subject to permanent review. Actual results and developments may differ from these estimates and assumptions. Changes are recognized in the income statement when better information is available.
The discretionary decisions, estimates and assumptions taken are of particular significance for the following assets and liabilities:
- Intangible assets
- Capitalized contract costs
- Contract Assets
- Receivables from finance lease
- Trade receivables
- Deferred taxes
- Earn-out obligations and other purchase price obligations
- Provisions
- Accounting of leases according to IFRS 16
The purchase method applicable to the accounting for business combinations uses estimated values for the determination of the fair values, particularly of intangible assets such as brands, order backlog and customer relationships and of earn-out obligations at the date of acquisition. In some cases, the purchase agreements contain earn-out or comparable clauses according to which the purchase price increases in dependence of the achievement of fixed targets. Both the expected useful life of the assets determined as part of the purchase price allocation and the fair values are based on management estimates. When assessing the fair values of intangible assets and earn-out obligations, estimates of future cash flows play a major role. The identified intangible assets were recorded in the balance sheet at a book value of EUR 39,100,327.50 (previous year EUR 40,707,405.30), goodwill stood at EUR 151,435,872.92 on 30 September 2022 (previous year EUR 125,950,710). Higher goodwill is attributable to the initial consolidation of Hövermann IT with EUR 24,958,764.20, Cloudeteer GmbH with 485,120.77 and Almato Iberia S.L. with EUR 41,277.05. Earn-out obligations, i.e. purchase price payments still outstanding, which are dependent on the results of the acquired company, stand at EUR 54,529,391.99 (previous year: EUR 58,874,326.73).
Recoverability of capitalized contract costs undergoes regular checks (most recently on 30 September 2022) and depends on management's assessments with regard to the future development of the corresponding
agreements with customers. These assessments are highly dependent on estimates and assumptions. The devaluation of capitalized contract costs in the amount of EUR 5,335,000.00 in 2020 was not adjusted in the current fiscal year and continues to exist unchanged. The provisions for long-term agreements with customers set up in 2020 were increased by 5,486,000.00 in the current fiscal year. They amount to EUR 10,151,000.00 as at 30 September 2022.
Project orders (mostly contractually agreed service contracts) which are not yet concluded are recognized over time - provided the respective conditions are met. The degree of completion is determined on the basis of input-oriented methods and has to be made by management with a certain level of discretion.
When accounting for receivables from finance lease assumptions are made on the profitability of the relevant contracts and the individual service obligations.
The risk of potential losses arising from the insolvency of customers was hedged by setting up valuation allowances for doubtful accounts. The valuation allowances were set up using an expected loss model according to IFRS 9.
The capitalization of deferred tax assets on tax losses carried forward requires estimates and assumptions, in particular corporate tax planning which is the basis of the assessment.
A provision is a present obligation resulting from an obligating event in the past, which is uncertain as to the date and/or amount of the outflow of resources. For the recognition of provisions of EUR 69,972,631.49 (previous year EUR 82,214,857.98) assumptions and estimates had to be made by the management on the magnitude and likelihood of occurrence of an outflow of resources.
The assessment of right of use assets and lease liabilities related to agreements for buildings is subject to assumptions as to the contract period as well as cancellation and extension options.
The estimates and assumptions above are subject to regular reviews.
BASIS OF CURRENCY TRANSLATION
The reporting currency is euro, which is also the functional currency of the parent company. Foreign currency transactions are translated with their current prices at the date of transaction. Monetary assets and liabilities denominated in foreign currency are converted into the functional currency using the exchange rate of the reporting date. The translation differences determined on the reporting date are reported in the income statement.
The assets and liabilities of foreign subsidiaries, whose functional currency is not euro, will be converted using the current rate method. Equity transactions are converted with historical rates at the time of the transaction. The items of the income statement, however, are converted using the average exchange rate of the fiscal year. Translation differences are reported in the adjustment item for exchange rate difference in equity.
RECOGNITION OF INCOME/REVENUE
Revenue is recognized when control of the goods or services is passed to the customer. Control can be passed either over time or at a point in time.
Revenue from the sale of goods is recognized for a point in time. The invoice is regularly issued upon delivery or directly thereafter.
DATAGROUP makes certain assets available to customers under finance lease agreements. Due to the nature of the agreements revenue from these agreements is recognized over time, as soon as the assets made available to the customers are ready for use and have been accepted by the customer.
When software is handed over to the customers, DATAGROUP usually acts as a principal. DATAGROUP acts as contact in the relationship with the customer, bears the major technical as well as economic risks and has the pricing power. In this case, the amounts allocated to the customer are recognized as revenues and the related purchase costs are recognized as material expenses. If DATAGROUP has handed over the software as an agent, the difference between the amount allocated to the customer and the amount invoiced by the supplier is recognized as revenue (commission revenue).
When services are provided, revenue is realized over time, as the customer simultaneously receives the benefit provided in the respective period.
Service revenues are based on orders in the form of work or service contracts. Services on the basis of service contracts are usually invoiced retrospectively at the end of the month on the basis of hours worked or an agreed volume-dependent service charge. Services provided within the scope of service contracts are invoiced after (partial) acceptance; interim payments are customary. Fixed fees for maintenance and other services are usually invoiced in advance on a monthly or quarterly basis.
In terms of project orders on the basis of service contracts which are not yet concluded, DATAGROUP provides a customized asset without an alternative use and has a claim for payment at any time. Revenue thus is recognized over time according to IFRS 15.35c. The degree of completion is mainly determined on the basis of input-oriented methods.
Some contracts are designed in such a way that DATAGROUP performs activities at the beginning, which are not related to the fulfilment of performance obligations towards customers in the sense of IFRS 15. This mainly applies to large-scale changeover projects with a transition phase. For this reason, no revenue will be recognized for these contracts at first; the costs incurred will be capitalized as costs for the fulfillment of a contract. Revenue will be recognized when the performance obligation towards the customer is fulfilled in a later phase of the respective project. Payments that may have been received from the customer prior to the delivery of services, if any, will be carried as advance payments on the liabilities side.
Multi-component agreements, which include the supply of products or provision of services within a complete service portfolio, have to be separated into separately identifiable performance obligations, where a separate revenue contribution must be determined for every performance obligation which will then be recognized as revenue once the agreement is fulfilled.
Interest income is recognized over time under consideration of the effective interest rate.
IMPAIRMENT MODEL ACCORDING TO IFRS 9
Financial instruments are classified as follows:
| Measured at fair | Measured at fair value through other |
||
|---|---|---|---|
| Valued at amortized cost |
value through profit or loss |
comprehensive income |
|
| Assets | |||
| Financial Assets | X | X | |
| Receivables from finance lease contracts | X | ||
| Capitalized contractual costs | X | ||
| Trade receivables | X | ||
| Cash and cash equivalents | X | ||
| Other (financial) assets | |||
| Securities | x | ||
| Other | X | ||
| Financial Assets | |||
| Liabilities | |||
| Finance lease liabilities | X | ||
| Contract liabilities | X | ||
| Trade payables | x | ||
| Liabilities to credit institutions | X | ||
| Other (financial) liabilities | x | ||
| Financial liabilities |
Contract assets and receivables from finance lease contracts with customers are mainly generated in the project business. The expected credit losses for these assets are determined using a two-stage approach. Where customer ratings are available, they are used to determine the probability of default (step 1). If this is not the case, the calculation is based on the expected losses of actual bad debt losses in the past (step 2).
Step 1 resulted in probabilities of default of less than 0.01 %. The actual losses incurred in the past, determined in step two, did not result in any probability of default for the remaining positions. Overall, the Group did not recognize a loss allowance owing to the lack of materiality.
The probability of default for trade receivables was determined on the basis of actual historical bad debt losses. The measurement based on individual companies did not result in any differences to the devaluation determined to date. The expected probability of default is less than 0.1 %; a loss allowance of EUR 435.102,87 (previous year: EUR 280,506.24) was recognized for expected losses in trade receivables. Furthermore, the Group has recognized an allowance of EUR 3.736.611,52 for the year under review (previous year: EUR 578,289.56) related to individual facts, where the actual circumstances lead to very high probability of default.
No significant allowances were recognized for cash and other assets. The expected credit losses for cash and other assets are determined on the basis of available ratings. If no ratings exist, expected credit losses are processed on the basis of historical losses. No material probabilities of default have been determined for cash and other assets, so the Group did not recognize a loss allowance.
EARNINGS PER SHARE
Earnings per share are a key figure showing a public limited company's earnings divided by the average number of shares outstanding. Undiluted earnings per share show the net income attributable to the ordinary shareholders of DATAGROUP SE divided by the weighted average number of common shares outstanding.
MERGERS AND GOODWILL
Mergers are recognized in accordance with the acquisition method. Goodwill that may arise is measured at amortized cost. The acquisition costs of goodwill correspond to the excess of the consideration transferred, measured at fair value at the time of acquisition, and the value of the non-controlling interest in the acquired company with the help of the acquired identifiable assets on the one hand, and the acquired liabilities of the acquired company on the other hand.
On first-time application, goodwill is valued at acquisition cost. If the total consideration (initial purchase price, value of earn-out and other obligations) is below the fair value of the acquired subsidiary's net assets, the difference will be recognized in the in- come statement after a renewed review.
After initial recognition, goodwill is valued at acquisition cost minus accumulated impairment losses. For the purposes of an impairment test, goodwill acquired through a merger is allocated to the cash generating units of the Group which are expected to benefit from it and is recognized from the time of acquisition. This is irrespective of whether other assets or liabilities of the acquired company are allocated to these cashgenerating units.
Recoverability of goodwill and intangible assets with indefinite useful life is tested once a year (on September 30 of any given year). Additionally, a test has to be conducted, if circumstances indicate that the value may be impaired.
The impairment loss is determined by calculating the recoverable amount of the cash-generating units to which goodwill has been assigned. If the recoverable amount of the cash-generating unit is lower than the book value of this unit, an impairment loss will be recognized. A recorded impairment loss on goodwill may not be reversed in the subsequent reporting periods.
IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE
Goodwill acquired through mergers and intangible assets with indefinite useful life were allocated to the following cash- generating units to test the recoverability:
- The cash-generating unit "Services" comprises all subsidiaries primarily providing IT services.
- The cash-generating "Solutions and Consulting" unit comprises the Group companies, whose range of services offered consists of highly qualified and specialized technology and solutions consultants as well as software developers.
| Figures in EUR | 30.09.2022 | 30.09.2021 | 30.09.2020 | 30.09.2019 | 30.09.2018 |
|---|---|---|---|---|---|
| Services | 121.123.924.42 | 95 680 039 46 | 32 230 200 68 | 33.756.581.48 | 17.437.871.20 |
| Solutions and Consulting | 30.311.948.50 | 30 270 671 45 | 30 270 671 45 | 30 270 671 45 | 29.117.974.14 |
| Goodwill | 151.435.872.92 | 125.950.710.91 | 62.500.872.13 | 64.027.252.93 | 46.555.845.34 |
GOODWILL OF CASH-GENERATING UNITS:
The recoverable amount of all cash-generating units is determined by calculating the fair value less cost to sell with the help of a discounted cash flow model. The underlying cash flows are based on a budget planning which was adopted by management. A growth rate of 1 % was taken as a basis to extrapolate the cash flow projections for future years. This analysis did not provide any indications for an impairment loss.
The basic assumptions for the calculation of the fair value less cost to sell refer to the discount rates and the growth rate which were taken as a basis for the extrapolation of the cash flow projections for multi-annual planning.
DISCOUNT RATES
The discount rates reflect the current market estimates with regard to the risks allocated to the cash-generating units, taking into account the interest effect and the specific risks of the assets. The discount rate considers the Group's and its segments' and affiliated companies' risk which would arise from a comparable investment on the capital market and is based on the weighted average cost of capital (WACC). A uniform discount rate of 6.63 % (previous year: 5.60 %) was applied for the calculation of the fair value.
SENSITIVITY OF THE UNDERLYING ASSUMPTIONS
DATAGROUP has prepared scenario analyses with deviating assumptions in the context of the impairment tests. For instance, comparative calculations were made with the discount rate fluctuating by 100 basis points and the growth rate by 0.5 %. The book value did not exceed the fair value in any of the scenarios considered possible.
OTHER INTANGIBLE ASSETS
The other intangible assets mainly include brands, order backlog, customer bases, internally developed and acquired software, licenses as well as non-competition obligations.
Acquired intangible assets with definite useful life are recognized at the cost of acquisition or production less the cumulative straight-line depreciation and under consideration of any unscheduled impairment. The expected economic useful life within the DATAGROUP Group is between three and fifteen years. Depreciation is determined using the straight-line method.
Brands acquired as part of company acquisitions are recognized to the extent of the benefit resulting from their brand rights. In connection with the DATAGROUP umbrella brand strategy it is generally assumed that acquired companies will be given the company name "DATAGROUP" in the medium term. For this reason, the acquired brand's useful life is assumed to be limited. The acquisition costs for the capitalized brands are depreciated on a straight-line basis in accordance with their useful life.
Order backlogs and customer bases as well as non-competition obligations are measured at fair value. The valuation of order backlogs and customer bases as well as non-competition obligations linked to company acquisitions is based on the benefit for the acquiring company. The useful life is assumed to be between three and eight years.
Internally developed intangible assets are capitalized provided the conditions under IAS 38.57 are met. Internally developed intangible assets with a definite useful life are recognized at the cost of production less the cumulative straight-line depreciation and under consideration of any unscheduled impairment. The cost of production includes all directly attributable costs needed to bring the asset in the condition required for its
intended operational use. Research expenses are recorded as expense in the period in which they occur. The expected economic useful life within the DATAGROUP Group is between three and ten years. Depreciation is determined using the straight-line method.
Given that intangible assets with an indefinite useful life are not subject to scheduled depreciation, recoverability is proven by an impairment test at least once a year. If it is not possible to attribute separate cash flows to the individual assets, recoverability is tested on the basis of the superior cash-generating unit of assets.
If the reasons for the previously recorded impairment loss cease to apply in whole or in part, a reversal of impairment is recognized in the income statement up to the amortized acquisition or production costs.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognized at amortized acquisition or production costs. They are depreciated according to their probable useful economic live using the straight-line method. The expected economic useful life within the DATAGROUP Group generally is between one and 15 years. Depreciation is determined using the straight-line method.
If there are indications of impairment, an impairment test is carried out. When the recoverable amount is lower than the amortized acquisition or production costs, property, plant and equipment are depreciated on a nonscheduled basis. As soon as the reasons for an unscheduled depreciation made in the previous years cease to apply, a write-up is recognized up to the amortized acquisition costs.
Based on the single lessee accounting model, the lessee has to capitalize a right of use asset in the lease asset and recognize a lease liability in the amount of the present value of future leasing payments. The costs at initial recognition are decisive for the initial measurement of the right of use asset. These costs include the initial lease liability, the lease payments made less incentives received, and the initial direct costs related to the acquisition of the lease. The lease liability results from the present value of the lease payments during the term of the contract. This mainly relates to real estate and car leasing agreements.
CAPITALIZED CONTRACT COSTS
The costs for the fulfillment of a contract incurred during the transition phase of customer contracts and distributed over the operating phase are recognized as expense under this item. The Group only capitalizes accrued costs, a (proportional) capitalization of contribution margins will not be recognized.
The amounts charged to the customers during the transition phase are not treated in this position but are deferred and recognized as a contract liability. The reversal of deferred credit leads to revenue which is distributed over the contractually agreed operating phase.
The capitalized contract costs are subject to regular impairment tests. If the remaining amount of the consideration still to be received exceeds the directly allocated costs, an impairment loss will be recognized.
Such an impairment test was performed in the year under review in connection with a large-scale project in the financial services sector, where the costs planned for future periods were higher than the expected consideration.
Capitalized contract costs of EUR 5,335,000.00 were devalued in 2020. They were related to the Services segment.
RECEIVABLES FROM FINANCE LEASE
This item shows the receivables from customers arising from sell-side finance lease agreements. Due to the nature of the agreements revenue from these agreements is regularly recognized, as soon as the assets made available to the customers are ready for use and have been accepted by the customer. This leads to the capitalization of the relevant loans receivable, which are reduced over the term of the underlying contract (annuity loan).
INVENTORIES
Inventories are measured at the lower of acquisition or production costs and the net realizable value. The purchase and production costs are determined on the basis of the weighted average cost of capital. The net realizable value is defined as the expected sales proceeds less the costs incurred until the sale.
CONTRACT ASSETS
Contract assets are recognized if revenue was recorded due the fulfillment of a contractual performance obligation before the customer has made any payments or – independent of the maturity – the conditions for invoicing and thus for recognizing a liability are in place.
If the outcome of a construction contract can be reliably estimated, overall revenues expected for the individual contract are capitalized in accordance with the percentage of completion method, i.e. the relation between total costs already paid and the expected overall costs of the individual project. Change requests are included in the assessment of the capitalized construction contracts. Identifiable losses are immediately and fully recognized as an expense. Advance payments already received are deducted from the construction contracts. If the result cannot be reliably assessed, the incurred acquisition and production costs are capitalized. An expected loss is recognized as an expense. As well as the initial amount of revenues agreed in the contract, payments for change requests are also considered when determining the overall revenues.
FINANCIAL INSTRUMENTS
Financial instruments are contracts which result in a financial asset with one company and a financial liability or an equity instrument with another. On the one hand, financial instruments comprise primary financing instruments such as receivables and trade payables or also financial receivables and financial liabilities. On the other hand, they also include derivative financial instruments such as options, forwards as well as interest rate swaps and currency swaps.
Financial assets and liabilities are categorized as follows:
-
- Assets and liabilities measured at amortized cost
-
- Asset and liabilities measured at fair value through profit or loss
-
- Asset and liabilities measured at fair value through other comprehensive income
A financial asset or a financial liability is initially measured at fair value plus, in the case of the first category, transaction costs.
The subsequent measurement of financial assets and liabilities of the first category is made at amortized cost or by using the effective interest method at the lower of the fair value. Risks are covered by impairment losses, which are recognized and reversed affecting net income.
Financial assets and liabilities of the second category are measured at fair value on the balance sheet date. Market fluctuations must be recognized in the income statement.
Pursuant to IFRS 7.25 the fair value for each class of financial instrument has to be disclosed.
The fair values which have to be disclosed for each class of financial instrument consistently correspond with the book values. This applies directly to assets and liabilities in categories 2 and 3 (assets and liabilities that are recognized at their fair value). The book value can be considered a sufficient approximate value to the fair value for assets and liabilities of the category 1 (assets measured at amortized cost).
To determine the effectiveness of the fair value of the financial instruments there are three different levels:
- Stage 1: Valuation is based on quoted unchanged prices on active markets for identical assets and liabilities.
- Stage 2: Valuation is made on the basis of input factors that can be observed for the asset or the liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).
- Stage 3: Valuation of assets and liabilities is not based on observable market data.
DERIVATIVE FINANCIAL INSTRUMENTS
Both initial recognition and subsequent measurement are made at fair value. Changes in fair value either can be included in the income statement or directly in equity – shown in the statement of comprehensive income. The decisive factor in this respect is whether the derivative financial instrument is included in an effective hedging relationship. If there is no effective hedging relationship between the hedge and the hedged item (ineffective part), changes in fair value are recognized in the income statement.
OTHER ASSETS
Other receivables and other assets are recognized at the lower of amortized cost or market value. Account is taken of all identifiable individual risks and general default risks by means of appropriate value reductions. Specific cases of default lead to the receivable in question being written off.
PROVISIONS FOR PENSIONS
Provisions for defined benefit plans are determined using the projected unit credit method according to IAS 19 "Employee Benefits". The pension commitment is calculated in accordance with actuarial principles and also accounts for an increase in salaries and pensions to be expected in future. Plan assets are offset with the pension obligations at market value. Actuarial gains or losses are recorded in equity with no effect on net income after having considered deferred taxes and are shown in the statement of comprehensive income.
OTHER PROVISIONS
Provisions are recognized for current uncertain obligations arising from past events if these obligations are likely to give rise to a future outflow of resources. The amount of the obligation has to be reliably estimated and takes into account all recognizable risks. The valuation is based on the best possible estimate of the amount to be paid; possible rights of recourse are not offset against provisions. Long-term provisions, provided the effect is material, are recorded at their discounted net present value with matching maturity. If it is not
possible to make a reliable estimation, no provision will be made but a contingent liability will be disclosed in the notes to the consolidated financial statements.
CONTRACT LIABILITIES
A contract liability is recognized when a payment for customer is due (or already received, whichever is earlier) before the related performance obligation is satisfied and thus revenue was recognized.
Contract liabilities also include the amounts charged to customers for the transition phase which are due during the transition phase of customer contracts. The reversal of deferred credit leads to revenue which is distributed over the operating phase.
OTHER LIABILITIES
Other liabilities are initially recognized at fair value less transaction costs and subsequently measured at amortized cost using the effective interest method.
TAXES
The actual income tax expense is calculated on the basis of the taxable income using the tax rates applicable to the individual company. Actual tax assets and actual tax liabilities are recognized at the amount expected.
Pursuant to IAS 12 "Income Taxes", deferred taxes are calculated using the balance sheet liability method for all temporary and quasi-permanent differences between the tax balance sheet and the consolidated statement of financial position. Additionally, deferred tax liabilities are recognized on tax losses carried forward that have not yet been used, provided that future taxable income will likely be generated against which the unused tax losses can be utilized. Deferred taxes are determined using the company-specific tax rate. This tax rate corresponds to the expected tax rate for the period in which an asset is recognized or a liability settled. Deferred tax assets and tax liabilities are only offset against each other if there is an identity of the tax creditor.
LEASES, USE OF RIGHT ASSETS
At the beginning of the lease contract, the lessee recognizes assets and liabilities in the same amount, i.e. at fair value of the leased item or at the lower present value of the minimum lease payments for leases in the sense of IFRS 16. In the subsequent periods, leasing payments are divided into an interest portion and a portion to be deducted from receivables to determine the loans carried in the balance sheet. Financing costs shall be distributed over the term of the contract such that there is a constant interest rate on the respective remaining debt. The asset's value which was capitalized at the beginning is amortized on a straight-line basis over the term of the contract under consideration of a remaining value that may have been agreed. The lessor, in turn, capitalizes a receivable in the amount of the present value of the minimum lease payment at the beginning of the lease contract. Incoming leasing rates are divided into an interest portion to be deducted from receivables, similar to the lessee.
Based on the single lessee accounting model, the lessee has to capitalize a right of use asset in the lease asset and recognize a lease liability in the amount of the present value of future leasing payments. This mainly relates to real estate and car leasing agreements as well as software and hardware.
The costs at initial recognition are decisive for the initial measurement of the right of use asset. The acquisition costs correspond to the amount of the lease liability initially recognized. The lease liability results from the present value of the lease payments during the term of the contract.
The determination of lease payments takes account of fixed payments, including de facto lease payments as well as variable payments that depend on an index or rate. Payments prior to the commencement date of the lease cannot be allocated to the leasing liability as they do not create a liability. The leasing payments are discounted with a rate which is based on the leases. If the rate cannot be determined, the Group uses its incremental borrowing rate, which is based on comparable financings.
The right of use asset is subsequently measured at amortized cost. This requires taking into account depreciation and amortization as well as changes in the fair value of the lease liability.
The term of the leasing contract is defined as non-terminable period of time which can include purchase options, extension options or termination rights. To be able to consider these options and rights when the term of the contract is determined, the lessee must be reasonably certain to exercise them or not. To assess the probability of an exercise or non-exercise, all important facts and circumstances have to be examined as to whether they provide a reasonable economic incentive for the lessee.
The term of a leasing contract must be remeasured when the non-terminable period of time has changed. The revaluation of the contract term also includes relevant events which had an impact on the probability of exercise options.
DATAGROUP made use of the facilitations pursuant to IFRS 16.5 for short-term leases and low-value assets.
GOVERNMENT GRANTS
Government grants are recognized in the income statement as other operating income in the period in which the expenses to be compensated through the respective grants are incurred. They are not recognized as income if it cannot be guaranteed with reasonable assurance that the conditions for the subsidies to be granted can be met.
2 Notes to the Consolidated Income Statement
2.1 Revenue
Revenue is divided as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Service and maintenance | 405.857.607,28 | 375.241.199,93 |
| Trade | 95.290.782,94 | 69.026.516,02 |
| Others | 261.501,25 | 440.025.07 |
| Revenues | 501.409.891.47 | 444.707.741,02 |
As in the previous years, DATAGROUP's revenue increased significantly (by 12.8 %). This increase has been generated both organically and inorganically.
DATAGROUP generates the majority of revenue (80.9 %, previous year: 84.4 %) with services and maintenance contracts which is in line with the strategic focus of the Group. The proportion of commercial revenue in total revenue increased from 15.5 % in the previous year to 19.0 %.
Foreign business still plays a minor role for the DATAGROUP Group.
More detailed information on the revenue development can be found in the Management Report under section 3. Net assets, financial position and results of operations of the DATAGROUP Group.
2.2 Other operating income
Other operating income is composed as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Income from offsetting remuneration in kind | 4.001.939,75 | 3.310.588,68 |
| Income from reversal of provisions and | ||
| liabilities | 5.307.161,20 | 5.346.358,66 |
| Rental income | 411.420,41 | 243.557,73 |
| Decrease accrual item Upfront-Payment from | ||
| HPE-transaction | 0.00 | 469.405,00 |
| Others | 3.753.540,73 | 2.770.090,75 |
| Other operating income | 13.474.062,09 | 12.140.000,82 |
2.3 Material expenses / Expenses for purchased services
Material expenses are composed as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Material expenses | 84.256.755.65 | 62.350.846,51 |
| Expenses for purchased services | 85.447.259,77 | 87.143.554,61 |
| Material expenses / expenses for purchase | ||
| services | 169.704.015,42 | 149.494.401,13 |
The increase in material expenses is mainly due to acquisitions and other initial consolidations.
2.4 Personnel expenses
Personnel expenses are composed as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Wages and salaries | 197.460.514.84 | 179.747.937,17 |
| Social contributions | 32.715.994.06 | 29.709.343,84 |
| Expenses for pensions and other benefit | 3.263.131,24 | 3.580.876,13 |
| Personnel expenses | 233.439.640.14 | 213.038.157,14 |
The increase in personnel expenses is mainly due to acquisitions and other initial consolidations.
2.5 Depreciation and Amortization
Depreciation and amortization refer to the following assets:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| On intangible assets | ||
| internally developed | 465.889.25 | 333.416,43 |
| purchased | 10.725.524,17 | 9.332.158,70 |
| On property, plant and equipment | 23.815.531,75 | 28.967.751,64 |
| Depreciation and amortisation | 35.006.945,17 | 38.633.326,77 |
Amortization of disclosed hidden reserves and charges as part of the purchase price allocation amounts to EUR 7,399,077.80 (previous year: EUR 6,032,705.48). Depreciation and amortization of the previous year increased by EUR 404,953.70 because of the adjustment of the URANO purchase price allocation.
Depreciation and amortization of EUR 12,448,170.30 are related to use of right assets (previous year: EUR 11,678,371.52).
2.6 Other operating expenses
Other operating expenses are as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Travel and vehicle expenses | 4.862.611,92 | 3.124.510,05 |
| Occupancy costs | 3.298.876,33 | 3.115.471,71 |
| Ancillary personnel expenses | 4.954.511,60 | 4.733.136,11 |
| Administration expenses | 8.657.097,50 | 6.792.455,34 |
| Advertising expenses | 2.431.380,10 | 1.721.653,69 |
| Legal and advisory costs | 4.167.864.53 | 2.827.115,03 |
| Insurance and other contributions, fees and | ||
| bank charges | 2.073.786,95 | 2.025.670,63 |
| Others | 2.897.468,97 | 2.470.594,96 |
| Other operating expenses | 33.343.597,90 | 26.810.607,52 |
The office rents mainly include incidental rental costs.
Travel and vehicle expenses include, amongst others, non-leasing components from car leasing agreements, e.g. service charges. The decline in travel expenses in fiscal year 2020/2021 was due to Covid-19. The absence of Covid-19 measures in FY 2021/2022 led to an increase in expenses.
Expenses for research and development of the DATAGROUP Group had a manageable extent in fiscal year 2021/2022. Regarding development activities of the DATAGROUP Group reference is made to the explanations in the consolidated management report under section 8. Other information – Research and development activities. There were no directly attributable expenses recognized in this fiscal year.
The item "Others" mainly includes expenses from the sale of assets, the increase in reserves for warranties and specific valuation allowances as well as bad debts.
2.7 Financial result
The financial result is as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Financial income | ||
| Investment income | 127.005,36 | 123.965,81 |
| Interest income from | ||
| finance lease | 812.661,55 | 800.817,20 |
| Financial investments to secure | ||
| personnel obligations | 796.177,00 | 102.914.04 |
| Others | 52.041,01 | 370.429,88 |
| Other financial income | 5.200,00 | 0,00 |
| $-1.793.084.92$ | 1.398.126,93 | |
| Financial expenses | ||
| Bank loans | 967.650,20 | 988.350,22 |
| Finance lease | 993.806,37 | 1.061.116,18 |
| Effective interest method | 2.295.948,44 | 643.119,60 |
| Factoring | 427.551,25 | 404.210,20 |
| Others | 1.587.281.10 | 228.159.93 |
| Adjustment of purchase price | ||
| obligations from the acquisition of | ||
| subsidiaries | 1.500.000,00 | 0,00 |
| Depreciation on financial assets | 239.900,00 | 0,00 |
| 6.512.137,33 | 3.324.956,13 | |
| Financial result | $-4.719.052,44$ | $-1.926.829,20$ |
For the first time, interest income and interest expenses for interests on pension provisions and financial assets used for their reinsurance were not netted in the current fiscal year under financial income and financial expenses. In the previous year, their net amount was recognized under financial expenses.
Expenses from the remeasurement of purchase price obligations are related to the acquisition of URANO Informationssysteme GmbH.
2.8 Income Taxes
In addition to actual taxes on income and profit, deferred taxes are reported as income taxes as well:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Actual taxes | 18.943.136,30 | 15.804.141,43 |
| Deferred taxes | ||
| from different times of valuation | $-4.544.306,29$ | $-5.674.361.61$ |
| from losses carried forward | 307.049.29 | $-4.131.365.00$ |
| $-4.237.257.00$ | $-9.805.726.61$ | |
| Income taxes | 14.705.879,30 | 5.998.414,82 |
Deferred taxes arising from temporary differences in valuation are taxes on amortization of assets capitalized as part of company acquisitions in the amount of EUR 2,232,212.70 (previous year EUR 1,949,742.72).
The DATAGROUP entities have paid taxes on income and profit mainly in Germany so far. The individual tax rates – depending on the trade tax of the different municipalities – are between 27.900 % and 33.850 % (previous year between 27.900 % and 33.850 %). The Group-wide tax rate was derived from the weighted average and stands at 31.6 % as in the previous year. When taking this group-wide tax rate as a basis the expected calculated tax rate expenses can be reconciled to the actual tax result as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Earning before taxes | 36.733.459,73 | 26.726.018,87 |
| Group tax rate: 31.60 % (LFY 31.60%) | ||
| Expected tax expenses | 11.607.773,27 | 8.445.421,98 |
| Tax expenses and income of earlier years | $-69.224.29$ | 1.496.954.52 |
| Non-deductible operating expenses as well as | ||
| trade tax additions and reductions | 732.962,39 | 367.461,88 |
| Non-recognised deferred taxes on permanent | ||
| differences | 239.408,75 | $-15.743.95$ |
| Tax rate change for deferred taxes | 0.00 | $-92.843.99$ |
| Differences to local tax rates | $-255.213.27$ | 54.306.94 |
| Effects of the revaluation of deferred tax | ||
| assets (deviations between tax and IFRS | ||
| balance sheet) | 0,00 | $-2.081.146.25$ |
| Impact from the revaluation and the non- | ||
| capitalization of tax losses carried forward | 2.450.172,45 | $-2.175.996.31$ |
| Actual tax expense | 14.705.879.30 | 5.998.414.82 |
Tax expenses were characterized by special effects in FY 2021/2022 and in the previous fiscal year. The high tax expenses of FY 2021/2022 are attributable to the non-capitalization of deferred taxes on tax-loss carryforwards.
In the previous year, DATAGROUP capitalized deferred taxes on tax-loss carry-forwards and on temporary differences in valuation, which were previously measured at EUR 0.00, in connection with the acquisition of DATAGROUP BIT Oldenburg GmbH by DATAGROUP BIT Düsseldorf GmbH and the conclusion of a profit and loss transfer agreement between the two companies. This led to the reduction of the tax rate by c. 15 percentage points. Tax expenses of the years before last had an offsetting effect.
The adjustment of the purchase price allocation in the context of the initial consolidation of URANO Informationssysteme GmbH in the previous year led to a reduction of deferred taxes of the previous year by EUR 119,360.10.
2.9 Other comprehensive income
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Other earnings before taxes | ||
| Recalculation of defined benefit obligations 1) | 29.195.918,47 | 10.335.865.63 |
| Change in balancing items from currency | ||
| conversion 2) | 29.994,66 | $-966.84$ |
| Other earnings before taxes | 29.165.923.81 | 10.334.898.79 |
| Income tax effecs on other income | 9.124.107.77 | 3.202.314.49 |
| Comprehensive income | 20.041.816.04 | 7.132.584.29 |
The positive effect from the recalculation of defined benefit obligations is related to the measurement of pension provisions (actuarial gain) and is mainly due to an increase in the underlying actuarial interest used for calculation of the provision in comparison to 30 September 2021.
3 Notes to the Consolidated Statement of Financial Position
3.1 Goodwill
Goodwill changes in the fiscal year were as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Services | ||
| Opening balance | 95.680.039.46 | 32.230.200,68 |
| Additions | 25.443.884,96 | 63.449.838,78 |
| Closing balance | 121.123.924,42 | 95.680.039.46 |
| Solutions and Consulting | ||
| Opening balance | 30.270.671.45 | 30.270.671.45 |
| Additions | 41.277.05 | 0.00 |
| Closing balance | 30.311.948,50 | 30.270.671.45 |
| Goodwill | 151.435.872.92 | 125.950.710.91 |
The strong increase in goodwill results from the acquisition of Hövermann IT (EUR 24,958,764.20) and the initial consolidation (full consolidation) of Cloudeteer GmbH (EUR 485,120.77) and Almato Iberia S.L. (EUR 41,277.05).
The adjustment of the purchase price allocation in the context of the initial consolidation of URANO Informationssysteme GmbH and DATAGROUP BIT Oldenburg GmbH in the previous year led to an adjustment of goodwill as per 30 September 2021. Goodwill from the purchase of URANO Informationssysteme GmbH increased by EUR 22,673,594.08 as per 30 September 2021 and from the purchase of DATAGROUP BIT Oldenburg GmbH by EUR 192,836.41.
3.2 Other intangible assets
In a comparison with last year's reporting date, other intangible assets are composed as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Customer bases and customer bases | 38.568.660.83 | 40.231.405,30 |
| Internally developed intangible assets | 2.716.100,56 | 1.941.281.45 |
| Purchased intangible assets | 6.970.756,48 | 9.245.839.75 |
| Advance payments charged | 44.228,94 | 0.00 |
| Other intangible assets | 48.299.746.81 | 51.418.526,50 |
An economic useful life of between two and five years was determined for the capitalized order backlog. Customer relationships have useful lives of between three and nine years, in individual cases up to fifteen years. The acquired intangible assets are generally amortized over a period of between three and five years, in some cases also up to 15 years. Internally developed intangible assets have useful lives of between three and ten years.
Expenses for research and development of the DATAGROUP Group had a manageable extent in the fiscal year. Regarding development activities of the DATAGROUP Group, reference is made to the explanations in the consolidated management report under section 8. Other information – Research and development activities. There were no directly attributable expenses recognized in this fiscal year.
The adjustment of the purchase price allocation in the context of the initial consolidation of URANO Informationssysteme GmbH in the previous year led to an adjustment of the customer base reported under other intangible assets as per 30 September 2021. It was increased by EUR 8,342,046.30 as per 30 September 2021.
3.3 Property, plant and equipment
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Land and buildings | 31.499.197.87 | 32.641.150.28 |
| Technical equipment | 93.077.00 | 13.195,10 |
| Furniture and office equipment | 29.975.886.03 | 32.385.307,06 |
| Advance payments charged | 211.675,77 | 109.467,28 |
| Property, plant and equipment | 61.779.836,67 | 65.149.119.72 |
Capitalized right of use assets of property, plant and equipment are recognized as follows according to IFRS 16:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Buildings | 31.444.473.38 | 32.579.886.13 |
| Automotive | 3.252.906.03 | 3.689.718.65 |
| Rights of use | 34.697.379.41 | 36.269.604,78 |
Investments in property, plant and equipment and in intangible assets were EUR 8,810,413.92 (previous year EUR 11,037,327.83) excluding right of use assets under IFRS 16.
The useful lives of property, plant and equipment are between one and fifteen years.
3.4 Non-Current and Current Financial Assets
Financial assets are composed as follows:
| 30.09.2022 | 30.09.2022 | 30.09.2022 | 30.09.2022 | |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Shares in affiliated companies | 0.00 | 0.00 | 108.320.26 | 108.320.26 |
| Receivables from affiliated companies | 280.857,25 | 0.00 | 0.00 | 280.857,25 |
| Investments | 0.00 | 0.00 | 52.130,00 | 52.130.00 |
| Securities | 0.00 | 0.00 | 8.336.552.82 | 8.336.552.82 |
| Other loans | 0.00 | 0.00 | 9.350.00 | 9.350.00 |
| Financial assets | 280.857,25 | 0,00 | 8.506.353,08 | 8.787.210.33 |
| 30.09.2021 | 30.09.2021 | 30.09.2021 | 30.09.2021 | |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Shares in affiliated companies | 0.00 | 0.00 | 426.562,37 | 426.562,37 |
| Investments | 0.00 | 0.00 | 82.176.88 | 82.176.88 |
| Securities | 0.00 | 0.00 | 1.037.000.00 | 1.037.000,00 |
| Other loans | 1.674.772.65 | 0.00 | 9.350,00 | 1.684.122.65 |
| Financial assets | 1.674.772.65 | 0.00 | 1.555.089.25 | 3.229.861.90 |
The increase in securities mainly refers to investments to reinsure obligations from life accounts in the amount of EUR 6,674,019.47.
Other loans refer to loans to affiliated but non-consolidated companies.
3.5 Capitalized contract costs
This item includes the costs the fulfillment of a contract incurred during the transition phase. The costs are capitalized when they are incurred and distributed as expense over the operating phase. Changes in capitalized contract costs are shown separately – as an individual item within total revenues.
The Group only capitalizes accrued costs, a (proportional) capitalization of contribution margins will not be recognized. Capitalized contract costs of EUR 5,335,000.00 which were devalued in FY 2019/2020 continue to exist unchanged.
The capitalized contract costs are mainly related to several customer contracts in the banking environment. The amounts charged to the customers during the transition phase are not treated in this position but are deferred and recognized as a contract liability. The reversal of deferred credit leads to revenue which is distributed over the operating phase.
3.6 Non-current and current receivables from finance lease
Receivables from finance lease are composed as follows:
| $\tilde{\phantom{a}}$ | 30.09.2022 | 30.09.2022 | 30.09.2022 | 30.09.2022 |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Receivables from customer lease | 10.892.813.00 | 16.729.828.57 | 1.289.553.68 | 28.912.195.26 |
| Finance leasing receivables | 10.892.813.00 | 16.729.828.57 | 1.289.553.68 | 28.912.195.26 |
| 30.09.2021 | 30.09.2021 | 30.09.2021 | 30.09.2021 | |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Receivables from customer lease | 10.216.186.00 | 21.846.794.72 | 1.526.814.27 | 33.589.795.00 |
| Finance leasing receivables | 10.216.186,00 | 21.846.794.72 | 1.526.814.27 | 33.589.795.00 |
Receivables from customer leasing mainly relate to projects in the financial services sector. The IT goods that were purchase and provided to the customer are pre-financed and will be settled by the customer over their lifetime as part of Managed Services.
3.7 Other non-financial assets
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Receivables from tax authorities | 0.00 | 1.498.009.07 |
| Deposits | 763.099.65 | 807.703.25 |
| Others | 83.728.16 | 67.299.48 |
| Other non-current assets | 846.827.81 | 2.373.011.80 |
3.8 Deferred taxes
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Deferred tax assets on | ||
| Losses carried forward | 5.846.470.71 | 6.153.520,00 |
| Other intangible assets | 866.173.06 | 0.00 |
| Financial assets | 4.660.542.33 | 0.00 |
| Other assets | 300.968,85 | 0.00 |
| Provisions | 23.466.584,12 | 20.895.499,90 |
| Financial liabilities | 3.968.781.36 | 13.265.120,89 |
| Other liabilities | 7.644.935.81 | 123.305.75 |
| 46.754.456.24 | 40.437.446,54 | |
| Balancing | $-34.574.998.95$ | $-22.733.449.63$ |
| Deferred tax assets | 12.179.457,29 | 17.703.996.91 |
| Figures in EUR | 30.09.2022 | 30.09.2021 |
| Passive latente Steuern auf | ||
| Other intangible assets | 12.809.991.24 | 12.062.709,69 |
| Property, plant and equipment | 4.715.521,71 | 3.013.389,88 |
| Financial assets | 5.708.948,97 | 9.577.358,64 |
| Other assets | 8.966.367,55 | 30.283,99 |
| Provisions | 8.440.291.84 | 8.471.976.75 |
| Other liabilities | 5.526.743.53 | 0.00 |
| 46.167.864,84 | 33.155.718,95 | |
| Balancing | $-34.574.998.95$ | $-22.733.449.63$ |
| Deferred tax liabilities | 11.592.865,89 | 10.422.269.32 |
Deferred taxes on losses carried forward, but also on temporary differences in valuation, are subject to a regular impairment test. It is examined whether and to which extent existing losses carried forward are expected to be offset against the positive results of the individual Group companies within the next five years. Deferred taxes of c. EUR 6.3m are currently unused. The measurement of deferred taxes on tax-loss carryforwards lead to a significant distortion in the tax result with a tax rate of 40.0 % in FY 2021/2022 and of 22.4 % in FY 2020/2021.
Of the deferred taxes reported in the balance sheet, a total of EUR 9,124,107.77 (previous year: EUR 3,202,314.49 reducing equity) was recorded with a resulting decrease in equity, without influencing the income statement. They relate to the revaluation of defined benefit commitments.
3.9 Inventories
The following assets are recorded under inventories:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Raw materials and supplies gross | 1.000.00 | 1.000.00 |
| Work in progress | 505.307.21 | 183.929.60 |
| Finished goods and merchandise gross | 7.760.159.11 | 3.576.111.51 |
| Prepayments | 38.208.18 | 9.148.41 |
| Inventories | 8.304.674.50 | 3.770.189,52 |
The item "Finished goods and merchandise" mainly comprises hardware and software. Of the inventories, a total of EUR 807,153.06 (previous year: EUR 763,848.12) was pledged as collateral for loan liabilities to banks. The respective credit facility has not been utilized as at 9/30/2022.
Devaluations were of minor significance.
3.10 Contract Assets
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Construction contracts gross | 1.909.404,03 | 4.825.393,31 |
| Prepayments received | 1.032.765.04 | 2.362.576,10 |
| Construction contracts net | 876.638.99 | 2.462.817,21 |
| Claims on customers - Service provided but not yet | ||
| invoiced | 2.136.816,07 | 1.012.828,50 |
| Short-term contract assets | 3.013.455,06 | 3.475.645,71 |
3.11 Trade receivables
At the balance sheet date, trade receivables are as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Trade receivables gross | 59.319.585,06 | 57.221.612.92 |
| Valuation allowance | $-4.171.714.39$ | -858.795,80 |
| Trade receivables | 55.147.870,67 | 56.362.817,12 |
| Factoring volume | 12.271.635.09 | 11.513.424.62 |
Over the course of the fiscal year – also in comparison to the previous year – valuation allowances developed as follows:
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | ||
|---|---|---|---|---|---|
| Specific | General | Trade | |||
| valuation | valuation | receivables gross |
|||
| Figures in EUR | allowance | allowance | Total | ||
| Opening balance | 578.289.56 | 280.506,24 | 858.795.80 | 57.221.612,92 | |
| Consumption | 13.200.00 | 49,000,00 | 62.200.00 | ||
| Reversal | 152.200.00 | 56.649,65 | 208.849,65 | ||
| Additions | 3.323.721.96 | 260.246,28 | 3.583.968.24 | ||
| Closing balance | 3.736.611.52 | 435.102.87 | 4.171.714.39 | 59.319.585.06 |
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|
| Specific | General | Trade | ||
| valuation | valuation | receivables | ||
| Figures in EUR | allowance | allowance | Total | gross |
| Opening balance | 540.789,52 | 199.900,95 | 740.690,47 | 41.995.770.93 |
| Additions through changes in | ||||
| the scope of consolidation | 2.772,60 | 90.200,00 | 92.972,60 | |
| Consumption | 100.022.60 | 25.100,00 | 125.122.60 | |
| Reversal | 0.00 | 28.274,36 | 28.274,36 | |
| Additions | 134.750,04 | 43.779,65 | 178.529,69 | |
| Closing balance | 578.289.56 | 280.506,24 | 858.795.80 | 57.221.612.92 |
Specific valuation allowances have significantly increased as per 30 September 2022. This relates to three concrete customer situations.
With the exception of retention of title – agreed in commercial transactions to some extent – trade receivables are not collateralized. Hence, the DATAGROUP Group is exposed to the risk that bad debts may arise in an amount equal to the book values. This was taken into account by recognizing specific valuation allowances and entering further reductions to factor in expected impairments that may exceed this figure.
3.12 Other Current Assets
Other assets shown under current assets are composed as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 | |
|---|---|---|---|
| Receivables from affiliated companies | 358.597,52 | 12.083,32 | |
| Receivables from companies | |||
| in which participating interests are held | 208.800,00 | 185.567,00 | |
| Receivables from tax authorities | 13.063.988.07 | 12.039.492.47 | |
| Receivables from factoring | 7.653.435.30 | 4.721.061.96 | |
| Advance payments for services relating to subsequent | |||
| periods | 14.162.312,87 | 15.388.747,79 | |
| Others | 5.538.798.52 | 3.027.387,10 | |
| Other current assets | 40.985.932.28 | 35.374.339.64 |
3.13 Cash and cash equivalents
Cash and cash equivalents only include bank deposits and cash:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Bank deposits | 47.022.988.06 | 44.076.817.43 |
| Cash on hand | 18.876.35 | 15.168.66 |
| Cash and cash equivalents | 47.041.864.41 | 44.091.986.09 |
3.14 Equity
The equity development is shown in the overviews of the consolidated statement of changes in equity.
SUBSCRIBED CAPITAL
The company's share capital amounts to EUR 8,349,000.00 and is distributed in 8,349,000 no-par value bearer shares. The pro rata amount of the share capital is EUR 1.00 per no-par share.
CAPITAL RESERVE
The capital reserve mainly refers to capital payments before and in relation to the IPO in 2006 as well as premiums from various cash capital increase and capital increases by way of contribution in kind.
AUTHORIZED CAPITAL
The Management Board is authorized by a resolution of the Annual General Meeting of March 8, 2018, with the consent of the Supervisory Board, to increase the company's share capital once or several times up to a nominal amount of EUR 3,339,600.00 until March 7, 2023 by issuing new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per no-par share against contributions in cash and/or in kind (authorized capital I 2018). The Management Board has made no use of this authorization to date.
The Management Board is authorized by a resolution of the Annual General Meeting of March 8, 2018, with the consent of the Supervisory Board, to increase the company's share capital once or several times up to a nominal amount of EUR 834,900.00 until March 7, 2023 by issuing new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per no-par share against contributions in cash and/or in kind (authorized capital II 2018). The Management Board has made no use of this authorization to date.
RETAINED EARNINGS
At the Annual General Meeting on 10 March 2022, it was resolved to distribute a dividend for FY 2020/2021.
The management board will propose to distribute a dividend of EUR 1.10 per no-par share entitled to dividend from the retained earnings of EUR 55,841,271.29. The remaining amount is to be carried forward.
EARNINGS PER SHARE
In the fiscal year, the company generated earnings per share of 264 cents. This figure was 249 cents per share in the previous year.
The calculation for "earnings per share" is based on the average weighted number of ordinary shares outstanding during the period under review. This number consistently stood at 8,331,459 during FY 2021/2022 and the previous year 2020/2021.
ACCUMULATED OTHER COMPREHENSIVE INCOME
Beyond the consolidated net income of EUR 22,027,580.43 (previous year EUR 20,727,604.06) generated in the fiscal year, accumulated other comprehensive income of EUR 20,071,810.70 (previous year EUR
7,133,551.13) was generated. Other comprehensive income relates to actuarial gains from the valuation of pension provisions of EUR 29,195,918.47, which are reduced by deferred taxes on this item in the amount of EUR 9,124,107.77.
Another effect is due to the changes in the balancing item arising from the currency translation of financial statements prepared in foreign currencies using the exchange rate on the balance sheet date in the amount of EUR 29,994.66 (previous year: EUR -966.84).
REPAYMENT OF CAPITAL/TREASURY SHARES
The company was authorized by the Annual General Meeting on 22 March 2017 to acquire treasury shares which in aggregate account for 10 % of the share capital existing at the time of the adoption of the resolution on March 22, 2017, or – if this value is lower – of the existing share capital registered at the time the shares are acquired. The shares acquired under this authorization together with other shares of the company which it has already acquired and still holds, or which are to be assigned to the company pursuant to §§ 71 et seq. of the German Stock Corporation Act (Aktiengesetz) may not, at any time, exceed 10 % of the respective share capital. This authorization is valid until 21 March 2022.
Treasury shares are mainly acquired with the aim to use them as consideration within the context of the acquisition of companies, parts of companies, share or other interests in companies.
In the fiscal year, the company's shares held in treasury remained unchanged at 17,541 shares or nominally EUR 17,541.00. This corresponds to 0.21 % of the share capital.
3.15 Non-Current and Current Financial Liabilities
The tables below show the composition and maturity of the financial liabilities on 9/30/2022 and on 9/30/2021:
| 30.09.2022 30.09.2022 |
30.09.2022 | 30.09.2022 | ||
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Liabilities to financial institutions | 9.007.976.31 | 69.225.042.77 | 0.00 | 78.233.019,08 |
| Liabilities from finance lease | 18.051.506.70 | 29.437.288.85 | 5.005.156.93 | 52.493.952.48 |
| Liabilities from the acquisition of subsidiaries (earn out) | ||||
| and similar obligations) | 45.737.592.00 | 8.791.799.99 | 0.00 | 54.529.391.99 |
| Financial liabilities | 72.797.075.01 | 107.454.131.61 | 5.005.156.93 | 185.256.363.55 |
| 30.09.2021 30.09.2021 |
30.09.2021 | 30.09.2021 | |||
|---|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | |||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total | |
| Liabilities to financial institutions | 0.00 | 78.224.397.04 | 0.00 | 78.224.397,04 | |
| Liabilities from finance lease | 17.079.161.37 | 32.201.062,46 | 7.857.879.26 | 57.138.103,09 | |
| Liabilities from the acquisition of subsidiaries (earn out) | |||||
| and similar obligations) | 16.043.555.12 | 42.830.771.61 | 0.00 | 58.874.326.73 | |
| Financial liabilities | 33.122.716.49 | 153.256.231.11 | 7.857.879.26 | 194.236.826,86 |
The adjustment of the purchase price allocation in the context of the initial consolidation of URANO Informationssysteme GmbH in the previous year led to an adjustment of the non-current and current liabilities for purchase price payments (earn-out obligations) on 30 September 2021. The non-current liability grew by EUR 27,574,097.47 the current by EUR 2,458,818.15.
3.16 Non-Current and Current Provisions
Provisions are composed as follows:
| 30.09.2022 30.09.2022 |
30.09.2022 | 30.09.2021 | |||
|---|---|---|---|---|---|
| Figures in EUR | Short-term | Long-term | Total | Total | |
| Provisions for pensions | 0.00 | 36.102.634.43 | 36.102.634.43 | 64.037.964.78 | |
| Other provisions | |||||
| from unfavourable contractual relationships | 3.225.400.00 | 0.00 | 3.225.400.00 | 2.314.400.00 | |
| for restructuring | 12.153.826.13 | 0.00 | 12.153.826.13 | 7.413.643.07 | |
| for other personnel costs | 9.088.286,79 | 1.026.942,75 | 10.115.229.54 | 2.318.332,86 | |
| for warranties | 671.164.71 | 0.00 | 671.164.71 | 985.481.07 | |
| for other obligations | 7.490.761.74 | 213.614.94 | 7.704.376.68 | 5.145.036.20 | |
| Provisions | 32.629.439.37 | 37.343.192.12 | 69.972.631.49 | 82.214.857.98 |
Provisions in the fiscal year developed as follows:
| 01.10.2021 | 2021/2022 | 2021/2022 | 2021/2022 | ||
|---|---|---|---|---|---|
| As at | Exchange rate | Changes in the | Consumption | ||
| scope of | |||||
| Figures in EUR | difference | consolidation | |||
| Provisions for pensions | 64.037.964.78 | 0,00 | 0.00 | 1.690.939,00 | |
| Other provisions | |||||
| from unfavourable contractual relationships | 2.314.400,00 | 0,00 | 0,00 | 595.697,72 | |
| for restructuring | 7.413.643.07 | 0,00 | 0.00 | 0.00 | |
| for other personnel costs | 2.318.332,86 | 0.00 | 0.00 | 3.613.027,75 | |
| for warranties | 985.481.07 | 0.00 | 36.357,00 | 519.396,76 | |
| for other obligations | 5.145.036.20 | 499,12 | 113.972,30 | 4.469.172,14 | |
| Provisions | 82.214.857,98 | 499,12 | 150.329,30 | 10.888.233,37 | |
| 2021/2022 | 2021/2022 | 2021/2022 | 30.09.2022 | ||
| Reversal | Allocation | Allocation | As at | ||
| Figures in EUR | of interest | ||||
| Provisions for pensions | 40.586.996,27 | 733.366,96 | 13.609.237,96 | 36.102.634,43 | |
| Other provisions | |||||
| from unfavourable contractual relationships | 0.00 | 0.00 | 1.506.697.72 | 3.225.400,00 | |
| for restructuring | 574.647,49 | 0,00 | 5.314.830,55 | 12.153.826,13 | |
| for other personnel costs | 145.918,51 | 5.645,00 | 11.550.197,94 | 10.115.229,54 | |
| for warranties | 53.297,00 | 0.00 | 222.020,40 | 671.164,71 | |
| for other obligations | 798.640.61 | 0.00 | 7.712.681.81 | 7.704.376,68 | |
| Provisions | 42.159.499.88 | 739.011,96 | 39.915.666.38 | 69.972.631.49 |
PROVISIONS FOR PENSIONS
Provisions for pensions are set up to cover defined benefit commitments made to individual – partially former – employees of DATAGROUP BIT Hamburg GmbH, DATAGROUP Enterprise Services GmbH, DATAGROUP Business Solutions GmbH, DATAGROUP BIT Düsseldorf GmbH, DATAGROUP Operations GmbH, URANO Informationssysteme GmbH and DATAGROUP Stuttgart GmbH. The significant decline of pension obligations on 30 September 2022 results from changes in financial mathematical assumptions.
Part of the financial funds that are necessary to cover the pension obligations of DATAGROUP Enterprise Services GmbH, DATAGROUP BIT Düsseldorf GmbH and DATAGROUP Operations GmbH are managed by a trustee, other pension obligations of DATAGROUP Enterprise Services GmbH, DATAGROUP Business Solutions GmbH and URANO Informationssysteme GmbH are partially covered by reinsurance policies. The pension obligations of DATAGROUP BIT Hamburg GmbH and DATAGROUP Stuttgart GmbH do not have reinsurance cover.
The DATAGROUP entities have both defined contribution and defined benefit pension obligations.
Defined contribution obligations mainly exist in the context of the statutory pension obligation. In FY 2021/2022, employer contributions to statutory pension insurance amounted to EUR 15,500,000.00 (previous year ca. EUR 14,100,000.00) in the DATAGROUP Group.
Defined benefit obligations are based on individual pension commitments, which to some extent were acquired following the transfer of undertakings pursuant to § 613a German Civil Code (Bürgerliches Gesetzbuch, BGB). All of these are closed pension schemes; it is currently not planned that other active employees can acquire entitlements. There are obligations for employees, pensioners and also for individual former employees with vested pension entitlement.
Based on the existing pension schemes, old-age pensions, invalidity pensions as well as widow's and orphan's pensions are granted. The magnitude of pension obligations generally depends on the years of service and the salary of the eligible person. A one-off payment in the event of death is granted for part of the pension commitments provided that death occurs before the person reaches retirement age. In the event of survival, i.e. retirement age is reached, the pensioner can choose between a regular monthly payment or a one-off disbursement.
To cover the pension commitments, the company partially has signed trust agreements to secure the accrued trust assets as well as reinsurance policies. The trust assets available at the balance sheet date are fully netted out against pension provisions. Entitlements arising from the reinsurance policies are only netted out if they are pledged to the pension beneficiaries.
The provision is calculated with the projected unit credit method on the basis of the Heubeck actuarial charts 2018 G using the following parameters:
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|---|---|---|
| DATAGROUP GmbH |
DATAGROUP Enterprise Services Business Solutions GmbH |
DATAGROUP BIT Hamburg GmbH |
DATAGROUP BIT Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
|
| Actuarial interest | 4.00 | 3.85 | 3.85 | 3.95 | 4.00 | 3.90 | 3,85 |
| Pension trend | .75 | 75ء | 1.75 | 1.75/1/0 | 1.75/1 | 1.75 | 0,00 |
| Remuneration trend | 2.00 | 0.00 | 3.00 | 2.5/2.5/0 | 2,5/2,5 | 0.00 | 0.00 |
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|---|---|---|
| DATAGROUP Enterprise Services Business Solutions GmbH |
DATAGROUP GmbH |
DATAGROUP BIT Hamburg GmbH |
DATAGROUP BIT Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
|
| Actuarial interest | .50 | 0.001 | 1.00 | 1.35 | 1.50 | 1.15 | 1.00 |
| Pension trend | 1.75 | 1.75 | 1.75 | 1.75 / 1.00 / 0.00 | 1.75/1.00 | 1.75 | 0,00 |
| Remuneration trend | 2.00 | 0.00 | 3.00 | 2.50 / 0.00 | 2.50 | 0.00 | 0,00 |
In view of the divergent inventory structure, different actuarial interest rates were chosen for drawing up the reports of the individual Group companies. While DATAGROUP Enterprise Services GmbH, DATAGROUP BIT Düsseldorf GmbH and DATAGROUP Operations GmbH almost entirely have an active inventory, the other DATAGROUP entities have mixed inventories.
Part of the pension obligations do not depend on salary.
The projected benefit obligation of the defined benefit obligation and the fair values of the plan assets arising from trust assets and reinsurance policies can be extrapolated as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 | 30.09.2020 | 30.09.2019 | 30.09.2018 |
|---|---|---|---|---|---|
| Projected benefit obligation | |||||
| of the defined benefit | |||||
| obligation | 79.533.192,90 | 118.118.006,85 | 122.957.879,53 | 90.897.809.53 | 69.714.205.36 |
| Fair value of the | |||||
| plan assets | 43.430.558,47 | 54.080.042.07 | 50.167.900.55 | 53.196.154.55 | 29.104.598.00 |
| Provisions for | |||||
| pensions | 36.102.634,43 | 64.037.964.78 | 72.789.978.98 | 37.701.654.98 | 40.609.607,36 |
Over the course of the fiscal year, the projected benefit obligation for the pension obligations has developed as follows:
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | DATAGROUP Enterprise Services GmbH |
DATAGROUP Business Solutions GmbH |
DATAGROUP BIT DATAGROUP BIT Hamburg GmbH Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
Total | |
| Projected benefit obligation | ||||||||
| on 01.10. | 61.939.978.97 | 13.762.103.88 | 29.066.088.00 | 11.590.847,00 | 1.093.700.00 | 416.894.00 | 248.395.00 | 118.118.006.85 |
| Additions out of changes in | ||||||||
| the scope of consolidation/ | ||||||||
| out of transfer of employees | 0,00 | |||||||
| Current service cost | 1.366.912.89 | 0.00 | 543.305,00 | 171.176.26 | 34.747.17 | 3.626.00 | 0.00 | 2.119.767,32 |
| Pension payments | 124.848.00 | 706.606.00 | 628.355,00 | 219.414,00 | 0.00 | 14.881,00 | 0.00 | 1.694.104,00 |
| Interest expenses | 928.163.00 | 134.088.00 | 288.009.00 | 154.973.00 | 16.405.00 | 4.709.00 | 2.484.00 | 1.528.831.00 |
| Reclassification | 0,00 | 0,00 | 0.00 | 0,00 | 0,00 | 0.00 | 0.00 | 0,00 |
| Expected projected benefit | ||||||||
| obligation on 30.09. | 64.110.206.86 | 13.189.585.88 | 29.269.047.00 | 11.697.582.26 | 1.144.852.17 | 410.348.00 | 250.879.00 | 120.072.501,17 |
| Actuarial | ||||||||
| gains and losses | ||||||||
| from changes in financial | ||||||||
| mathematical assumptions | $-26.018.203.00$ | $-3.394.218.01$ | $-7.201.989,00$ | $-4.424.821.26$ | $-522.337.00$ | $-102.827.00$ | $-69.799.00$ | $-41.734.194.27$ |
| from changes based on | ||||||||
| experience | 958.136.00 | 58.955.00 | 219.248.00 | 0.00 | 0.00 | $-41.778.00$ | 325.00 | 1.194.886.00 |
| Total | $-25.060.067,00$ | $-3.335.263.01$ | $-6.982.741.00$ | $-4.424.821.26$ | $-522.337.00$ | $-144.605.00$ | $-69.474.00$ | -40.539.308.27 |
| Projected benefit obligation | ||||||||
| on 30.09. | 39.050.139.86 | 9.854.322.87 | 22.286.306.00 | 7.272.761.00 | 622.515.17 | 265.743.00 | 181.405.00 | 79.533.192.90 |
In the previous year, the projected benefit obligations have developed as follows:
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | DATAGROUP Enterprise |
DATAGROUP Business Services GmbH Solutions GmbH |
DATAGROUP BIT DATAGROUP BIT Hamburg GmbH Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
Total | |
| Projected benefit obligation | ||||||||
| on 01.10. | 64.542.142.00 | 14.636.926.36 | 30.036.383.00 | 12.352.462.00 | 954.090.17 | 435.876.00 | 0,00 | 122.957.879,53 |
| Additions out of changes in | ||||||||
| the scope of consolidation/ | ||||||||
| out of transfer of employees | 251.444.23 | 251.444,23 | ||||||
| Current service cost | 795.739.97 | 593.414.00 | 326.895,00 | 69.874,83 | 3.743,00 | 1.789.666,80 | ||
| Pension payments | 47.668.00 | 675.148.48 | 696.463.00 | 187.382.00 | 13.610.00 | 1.620.271,48 | ||
| Interest expenses | 774.220,00 | 114.394,00 | 237.505,00 | 132.685,00 | 13.807,00 | 4.076,00 | 1.540,40 | 1.278.227,40 |
| Reclassification | 689.541.00 | $-196.536.00$ | 196.536.00 | 689.541,00 | ||||
| Expected projected benefit | ||||||||
| obligation on 30.09. | 66.753.974.97 | 14.076.171.88 | 30.170.839.00 | 12.428.124.00 | 1.234.308.00 | 430.085.00 | 252.984.63 | 125.346.487.48 |
| Actuarial | ||||||||
| gains and losses | ||||||||
| from changes in financial | ||||||||
| mathematical assumptions | $-4.813.996.00$ | $-314.068.00$ | $-700.446.00$ | $-597.294.00$ | $-140.608.00$ | $-12.607.00$ | $-4.589.63$ | $-6.583.608.63$ |
| from changes based on | ||||||||
| experience | $-404.305,00$ | $-239.983.00$ | $-584,00$ | $-644.872.00$ | ||||
| Total | $-4.813.996,00$ | $-314.068,00$ | $-1.104.751,00$ | $-837.277,00$ | $-140.608,00$ | $-13.191,00$ | $-4.589,63$ | $-7.228.480,63$ |
| Projected benefit obligation | ||||||||
| on 30.09. | 61.939.978,97 | 13.762.103,88 | 29.066.088,00 | 11.590.847,00 | 1.093.700,00 | 416.894,00 | 248.395,00 | 118.118.006,85 |
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | DATAGROUP Enterprise Services GmbH |
DATAGROUP Business Solutions GmbH |
DATAGROUP BIT | DATAGROUP BIT Hamburg GmbH Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
Total |
| Active employees | 31.994.124.89 | 30.445.87 | 15.236.557.00 | 1.548.597.00 | 548.333.17 | 38.392.00 | 181,405,00 | 49.577.854.93 |
| Former employees | ||||||||
| with vested pension entitlement | 4.421.708.00 | 495.786.00 | 2.462.453.00 | 2.148.892.00 | 74.182.00 | 28.829.00 | 0,00 | 9.631.850.00 |
| Pensioners | 2.634.306.97 | 9.328.091.00 | 4.587.296.00 | 3.376.906.00 | 0,00 | 149.210.00 | 0,00 | 20.075.809.97 |
| Widows and orphans | 0.00 | 0,00 | 0,00 | 198.366,00 | 0,00 | 49.312,00 | 0,00 | 247.678,00 |
| Projected benefit obligations | ||||||||
| on 30.09. | 39.050.139.86 | 9.854.322.87 | 22.286.306.00 | 7.272.761.00 | 622.515.17 | 265.743.00 | 181.405.00 | 79.533.192.90 |
The projected benefit obligations are distributed among the pension beneficiaries as follows:
In the previous year, the distribution among pension beneficiaries was as follows:
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | DATAGROUP Enterprise Services GmbH |
DATAGROUP Business Solutions GmbH |
DATAGROUP BIT | DATAGROUP BIT Hamburg GmbH Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
Total |
| Active employees | 52.921.693.00 | 42.810.88 | 19.124.830.00 | 3.302.729.00 | 1.053.682.00 | 125.763.00 | 248.395.00 | 76.819.902.88 |
| Former employees | ||||||||
| with vested pension entitlement | 6.020.905.00 | 734.626.00 | 4.861.230.00 | 3.767.810.00 | 40.018.00 | 46.464.00 | 0.00 | 15.471.053.00 |
| Pensioners | 2.997.380.97 | 12.984.667.00 | 5.080.028.00 | 4.213.038.00 | 0.00 | 201.759,00 | 0,00 | 25.476.872,97 |
| Widows and orphans | 0.00 | 0,00 | 0,00 | 307.270.00 | 0.00 | 42.908.00 | 0,00 | 350.178.00 |
| Projected benefit obligations | ||||||||
| on 30.09. | 61.939.978.97 | 13.762.103.88 | 29.066.088.00 | 11.590.847.00 | 1.093.700.00 | 416.894.00 | 248.395.00 | 118.118.006.85 |
Over the course of the fiscal year, the fair value of the plan assets has developed as follows:
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|---|---|---|---|
| Angaben in EUR | DATAGROUP Enterprise Services GmbH |
DATAGROUP Business Solutions GmbH |
DATAGROUP BIT Hamburg GmbH |
DATAGROUP BIT Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations systeme GmbH |
Summe |
| Beizulegender Zeitwert | ||||||||
| des Planvermögens | ||||||||
| zum 01.10. | 45.366.316,00 | 1.706.634,07 | 0,00 | 6.265.598,00 | 512.889,00 | 0,00 | 228.605,00 | 54.080.042,07 |
| Zu-/Abgang aus der Veränderung | ||||||||
| des Konsolidierungskreises / aus | ||||||||
| der Übernahme von Mitarbeitern | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Zuführungen zum Plan- | ||||||||
| vermögen | 0,00 | 0,00 | 0,00 | -99.102,73 | 103.121,00 | 0,00 | 0,00 | 4.018,27 |
| Zahlungen aus dem Plan- | ||||||||
| vermögen | 0,00 | 92.342,07 | 0,00 | 9.929,00 | 0,00 | 0,00 | 0,00 | 102.271,07 |
| Erwarteter Ertrag bzw. Auf- | ||||||||
| wand aus dem Planvermögen | 680.495,00 | 16.605,00 | 0,00 | 84.862,00 | 7.911,00 | 0,00 | 2.286,00 | 792.159,00 |
| Umbuchung / Übertragung | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Erwarteter beizulegender | ||||||||
| Zeitwert des Plan- | ||||||||
| vermögens zum 30.09. | 46.046.811,00 | 1.630.897,00 | 0,00 | 6.241.428,27 | 623.921,00 | 0,00 | 230.891,00 | 54.773.948,27 |
| Versicherungsmathematische | ||||||||
| Gewinne und Verluste | -9.857.369,00 | 47.688,00 | 0,00 | -1.324.614,80 | -127.362,00 | 0,00 | -81.732,00 | -11.343.389,80 |
| Beizulegender Zeitwert | ||||||||
| des Planvermögens | ||||||||
| zum 30.09. | 36.189.442,00 | 1.678.585,00 | 0,00 | 4.916.813,47 | 496.559,00 | 0,00 | 149.159,00 | 43.430.558,47 |
In the previous year, the plan assets have developed as follows:
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|---|---|---|---|
| Figures in EUR | DATAGROUP Enterprise Services GmbH |
DATAGROUP Business Solutions GmbH |
DATAGROUP BIT Hamburg GmbH |
DATAGROUP BIT Düsseldorf GmbH |
DATAGROUP Operations GmbH |
DATAGROUP Stuttgart GmbH |
URANO Informations- systeme GmbH |
Total |
| Fair value of | ||||||||
| plan assets on 01.10. | 42.183.942.00 | 1.738.680.55 | 0.00 | 5.768.237.00 | 477.041.00 | 0.00 | 0,00 | 50.167.900.55 |
| Additions out of changes in | ||||||||
| the scope of consolidation/ | ||||||||
| out of transfer of employees | 0,00 | 221.839,62 | 221.839,62 | |||||
| Additions to plan assets | 13.818,52 | 67.242,00 | 0,00 | 81.060,52 | ||||
| Payments from plan assets | 92.339,00 | 0,00 | 92.339.00 | |||||
| Expected income or expenses | ||||||||
| from plan assets | 506.207.00 | 13,606.00 | 63.902.00 | 5.807.00 | 0.00 | 1.361,38 | 590.883,38 | |
| Reclassification | 3.312,00 | 0,00 | 3.312,00 | |||||
| Expected fair value of | ||||||||
| plan assets on 30.09. | 42.690.149.00 | 1.673.766,07 | 0.00 | 5.899.381,00 | 482.848.00 | 0,00 | 223.201.00 | 50.969.345,07 |
| Actuarial gains and losses | 2.672.855.00 | 32.868.00 | 0.00 | 366.217.00 | 30.041.00 | 0.00 | 5.404.00 | 3.107.385.00 |
| Fair value | ||||||||
| of plan assets on 30.09. | 45.366.316.00 | 1.706.634.07 | 0.00 | 6.265.598.00 | 512.889.00 | 0.00 | 228.605.00 | 54.080.042.07 |
The plan assets refer to trust assets and claims resulting from insurance policies.
Pension expenses are reflected in the income statement as follows:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Current service | ||
| $=$ Personnel expenses | 2.119.767,32 | 1.789.666,80 |
| Interest income | 792.159,00 | 590.883.38 |
| Interest expenses | 1.528.831,00 | 1.278.227,40 |
The revaluation of the defined benefit obligations is recognized in the other income and amounts to EUR 29,195,918.47 (previous year: EUR 10,335,865.63). The positive effect from the assessment of pension provisions results from an increase in the actuarial interest in comparison to 30 September 2021.
To illustrate the range of possible fluctuations in the provision resulting from a change in the calculation of the underlying parameters a sensitivity analysis was conducted with different scenarios. To this end, the most important parameters for the calculation of the provision have changed in two directions each. Only one parameter was adjusted in every single scenario, the other remained unchanged. The adjustment of the most important parameters led to the following results:
| 2021/2022 | 2020/2021 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|
| Increase or decrease of projected benefit obligation |
Increase or decrease of projected benefit obligation |
Increase or decrease of projected benefit obligation |
Increase or decrease of projected benefit obligation |
|
| % | % | EUR | EUR | |
| Interest $-0.5%$ | 7.60 | 8,41 | 6.045.395.10 | 85.578.588.00 |
| Interest $+0.5%$ | $-6,69$ | $-8.76$ | $-5.320.186.90$ | 74.213.006.00 |
| Pension trend -0.5% | $-4.09$ | $-5.24$ | $-3.251.959.90$ | 76.281.233,00 |
| Pension trend +0.5% | 4,55 | 5,80 | 3.616.463,10 | 83.149.656,00 |
| Life expectancy -1 year | $-1,83$ | $-2.66$ | $-1.456.078.90$ | 78.077.114.00 |
| Life expectancy +1 year | 1.86 | 2,66 | 1.480.367.10 | 81.013.560.00 |
The following cash inflows and outflows for pension obligations can be expected in the next fiscal year (- = inflows):
| Figures in EUR | 2022/2023 |
|---|---|
| Pension payments | 1.732.001,00 |
| Employer's contribution | |
| for plan assets | 116.089,00 |
| Total | 1.848.090,00 |
The average remaining time to maturity of the obligations (duration) is approximately 14 years.
3.17 Contract liabilities
Contract liabilities are composed as follows:
| Figures in EUR | 30.09.2022 | 30.09.2021 |
|---|---|---|
| Payments received | ||
| on transition projects | 6.101.924,75 | 6.762.342.72 |
| on production orders | 4.636,30 | 4.636,30 |
| Other | 837.076,17 | 881.965,51 |
| Payments received | 6.943.637,22 | 7.648.944.53 |
| Deferred income as far as customer relationship | ||
| regarding | 5.795.712,41 | 5.881.790,02 |
| Contract liabilities | 12.739.349,63 | 13.530.734,55 |
The received prepayments and advance payments of customers for services which are provided in the subsequent periods are reported under contract liabilities.
This position – shown as "Prepayments received for transition projects" – also includes the amounts invoiced to customers for the transition. The pro-rata reversal of the liability item leads to revenue which is distributed over the contractually agreed operating phase of the customer order.
3.18 Trade payables
Trade payables can be fully classified as current. If liabilities are related to deliveries, they are partially subject to the customary retention of title.
3.19 Other liabilities
Other liabilities are composed as follows:
| 30.09.2022 | 30.09.2022 | 30.09.2022 | 30.09.2021 | ||
|---|---|---|---|---|---|
| Figures in EUR | Short-term | Long-term | Total | Total | |
| Liabilities to affiliated companies | 335.375,28 | 0.00 | 335.375.28 | 897.852,83 | |
| Liabilities from companies in which participating | |||||
| interests are held | 1.635.847.71 | 0.00 | 1.635.847,71 | 857.176.19 | |
| Liabilities to tax authorities | 6.097.365.05 | 0.00 | 6.097.365.05 | 8.335.099.42 | |
| Liabilities to personnel | 21.902.594.31 | 0.00 | 21.902.594.31 | 21.449.742.48 | |
| Liabilities related to outstanding invoices | 11.818.375.73 | 0.00 | 11.818.375,73 | 13.615.815.24 | |
| Other liabilities | 4.575.972.22 | 83.914,65 | 4.659.886,87 | 2.198.535.89 | |
| Advance payments for services rendered in subsequent | |||||
| periods | 479.454.72 | 0.00 | 479.454.72 | 0.00 | |
| Other liabilities | 46.844.985.02 | 83.914.65 | 46.928.899.67 | 47.354.222.05 |
4 Supplementary Disclosures on Financial Instruments
4.1.1 Classification of Financial Instruments
The financial instruments of the DATAGROUP Group can be classified as follows according to IFRS 9:
| 30.09.2022 | 30.09.2022 | 30.09.2022 | |
|---|---|---|---|
| Ш | |||
| Figures in EUR | Valued at amortized cost |
Valued at fair value through profit or loss |
Total |
| ASSETS | |||
| Financial assets | 169.800,26 | 8.336.552,82 | 8.506.353,08 |
| Receivables from finance lease contracts | 28.912.195,25 | 0.00 | 28.912.195,25 |
| Contract assets | 3.013.455,06 | 0,00 | 3.013.455,06 |
| Trade receivables | 55.147.870,67 | 0,00 | 55.147.870,67 |
| Cash and cash equivalents | 47.041.864,41 | 0,00 | 47.041.864,41 |
| Other (financial) assets | 13.592.300,80 | 0,00 | 13.592.300,80 |
| Financial receivables | 147.877.486,45 | 8.336.552,82 | 156.214.039,27 |
| LIABILITIES | |||
| Liabilities from finance lease contracts | 52.493.952,48 | 0,00 | 52.493.952,48 |
| Contract liabilities | 12.739.349,63 | 0,00 | 12.739.349,63 |
| Trade payables | 15.827.012,63 | 0,00 | 15.827.012,63 |
| Liabilities to financial institutions | 78.233.019,08 | 0.00 | 78.233.019,08 |
| Other (financial) liabilities | 5.515.744,49 | 0.00 | 5.515.744,49 |
| Financial liabilities | 164.809.078,31 | 0,00 | 164.809.078,31 |
| 30.09.2021 | 30.09.2021 | 30.09.2021 | |
|---|---|---|---|
| Ш | |||
| Valued at amortized | Valued at fair value | ||
| Figures in EUR | cost | through profit or loss | Total |
| ASSETS | |||
| Financial assets | 2.192.861,90 | 1.037.000,00 | 3.229.861,90 |
| Receivables from finance lease contracts | 33.589.795,00 | 0,00 | 33.589.795,00 |
| Contract assets | 3.475.645,71 | 0,00 | 3.475.645,71 |
| Trade receivables | 56.362.817,12 | 0,00 | 56.362.817,12 |
| Cash and cash equivalents | 44.091.986,09 | 0,00 | 44.091.986,09 |
| Other (financial) assets | 7.887.210,11 | 0,00 | 7.887.210,11 |
| Financial receivables | 147.600.315,93 | 1.037.000,00 | 148.637.315,93 |
| LIABILITIES | |||
| Liabilities from finance lease contracts | 19.160.771.41 | 0.00 | 19.160.771,41 |
| Contract liabilities | 13.530.734,55 | 0.00 | 13.530.734,55 |
| Trade payables | 11.421.574,49 | 0.00 | 11.421.574,49 |
| Liabilities to financial institutions | 78.224.397,04 | 0.00 | 78.224.397,04 |
| Other (financial) liabilities | 45.361.583,66 | 0,00 | 45.361.583,66 |
| Financial liabilities | 167.699.061,15 | 0,00 | 167.699.061,15 |
Category II "Measured at fair value through profit or loss", according to IFRS 9, includes shares in affiliated companies and fixed interest securities payable to the holder. They are recognized at their fair value. As the securities are all listed, the fair value corresponds to the share price at the respective balance sheet date (Level 1). The book value corresponds to the fair value of the shares in affiliated companies. No hidden reserves have to be disclosed.
Financial instruments which have been allocated to category I according to IFRS 9 are valued at amortized cost. This value approach is considered a sufficient approximate value to the fair value (Level 3), so there is no need for a fair value disclosure.
There are no financial instruments that are allocated to category III "measured at fair value through other comprehensive income" in the current or in the previous fiscal year.
Net income from financial instruments is composed as follows (in comparison to the previous year):
| 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|
| Figures in EUR | Valued at amortized cost |
Valued at fair value through profit or loss |
Total |
| Net result | |||
| interest income | 833.702.53 | 0.00 | 833.702,53 |
| interest expense | $-2.471.271.78$ | 0.00 | $-2.471.271.78$ |
| Interest result | $-1.637.569.25$ | 0,00 | $-1.637.569.25$ |
| dividends | 132.205,36 | 0,00 | 132.205,36 |
| Currency translation | $-23.419.31$ | 0,00 | $-23.419.31$ |
| Result from valuation through | |||
| profit or loss at fair value | 0,00 | $-239.900.00$ | $-239.900.00$ |
| Value adjustment and gain /loss on disposal | 0.00 | 0.00 | 0,00 |
| $-1.528.783.20$ | $-239.900.00$ | $-1.768.683.20$ |
| 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|
| Figures in EUR | Valued at amortized cost |
Valued at fair value through profit or loss |
Total |
| Net result | |||
| interest income | 1.017.781.69 | 0.00 | 1.017.781,69 |
| interest expense | $-1.967.956.33$ | 0,00 | $-1.967.956.33$ |
| Interest result | $-950.174.64$ | 0.00 | $-950.174.64$ |
| Currency translation | $-12.154.48$ | 0.00 | $-12.154.48$ |
| Result from valuation through | |||
| profit or loss at fair value | 0.00 | 125.000,00 | 125.000,00 |
| Value adjustment and gain /loss on disposal | 81.914.80 | 0.00 | 81.914.80 |
| $-880.414.33$ | 125.000,00 | $-755.414.33$ |
4.1.2 Risk Management
The DATAGROUP Group mainly has to face – related to the financial instruments – default, liquidity and interest rate risks. The currency risk is virtually insignificant, as the companies of the Group are all located in Germany and purchase and/or deliver goods and services from or to non-euro countries only to a negligible extent.
The central tool of the DATAGROUP Group to control financial opportunities and risks is a so-called rolling forecast system for sales planning and monitoring of revenues and contribution margins. In connection with a monthly income statement, this system allows a very precise statement on revenues, which is always up to date. Current costs and investments are adjusted on the basis of these monthly data to be able to meet the planned corporate results. Furthermore, a simplified consolidated statement of financial position is prepared on a monthly basis.
Liquidity planning, which is prepared on a monthly basis for the entire Group, serves to provide an overview of the liquidity level determined within the DATAGROUP Group and the individual Group companies, as well as the control of the expected liquidity development. Weekly liquidity planning is based on a planning horizon until September 30 of the current fiscal year, but at least on the following five weeks. Medium-term planning of financial resources exceeding this horizon is prepared as needs arise.
For a more detailed description of the financial risks of the DATAGROUP Group we refer to the Group management report, section 5. Risks and opportunities.
LIQUIDITY RISKS
A liquidity risk is the risk of not being able to fulfill payment obligations or raise the required funds. The key determinant to minimize the liquidity risks is the earnings power of the DATAGROUP Group, i.e. the ability to always generate sufficient operating cash flows. In this respect, we refer to the consolidated statement of cash flows statement. The excess cash flows from the operations of the DATAGROUP entities are the basis to fulfil any future repayment and interest payment obligations, particularly those arising from existing loan and finance lease agreements. Interest payment and repayment obligations as at 9/30/2022 – also in a yoy comparison with 9/30/2021 – can be summarized as follows:
| Figures in EUR | Book value 30.09.2022 |
Cashflow 2022/2023 |
Cashflow 2023/2024 |
Cashflow 2024/2025 |
Cashflow 2025/2026 |
Cashflow 2026/2027ff. |
|---|---|---|---|---|---|---|
| Total (interest and redemption payments) | ||||||
| Liabilities from finance lease contracts | 52.493.952.48 | 18.764.203.31 | 13.816.094.24 | 7.395.459.53 | 5.463.668.87 | 9.195.599,31 |
| Contract liabilities | 12.739.349.63 | 12.739.349,63 | 0.00 | 0.00 | 0.00 | 0,00 |
| Trade payables | 15.827.012.63 | 15.827.012.63 | 0.00 | 0.00 | 0.00 | 0.00 |
| Liabilities to financial institutions | 78.233.019.08 | 9.748.884.43 | 34.160.900.00 | 402.230,00 | 35.902.230.00 | 0,00 |
| Other liabilities | 58.027.491.03 | 58.027.491,03 | 0,00 | 0,00 | 0,00 | 0,00 |
| 217.320.824.85 | 115.106.941.03 | 47.976.994.24 | 7.797.689,53 | 41.365.898.87 | 9.195.599,31 | |
| thereof interest payments | ||||||
| Liabilities from finance lease contracts | 712.696,61 | 518.106,15 | 367.056,83 | 246.652.26 | 296.560,93 | |
| Liabilities to financial institutions | 801.930,00 | 660.900,00 | 402.230,00 | 402.230,00 | 0.00 | |
| Other liabilities | 0.00 | 0.00 | 0.00 | 0.00 | 0,00 | |
| 1.514.626,61 | 1.179.006.15 | 769.286.83 | 648.882.26 | 296.560.93 |
| Book value | Cashflow | Cashflow | Cashflow | Cashflow | Cashflow | |
|---|---|---|---|---|---|---|
| Figures in EUR | 30.09.2021 | 2021/2022 | 2022/2023 | 2023/2024 | 2024/2025 | 2025/2026ff. |
| Total (interest and redemption payments) | ||||||
| Liabilities from finance lease contracts | 19.160.771,41 | 7.066.975,16 | 5.788.579.49 | 5.059.444,80 | 1.163.447.72 | 691.657,88 |
| Contract liabilities | 13.530.734,55 | 13.530.734,55 | 0.00 | 0.00 | 0.00 | 0,00 |
| Trade payables | 11.421.574,49 | 11.421.574,49 | 0.00 | 0.00 | 0,00 | 0,00 |
| Liabilities to financial institutions | 78.224.397.04 | 801.930.00 | 9.801.930,00 | 34.160.900,00 | 402.230,00 | 35.902.230,00 |
| Other liabilities | 45.361.583,66 | 30.076.643.87 | 15.256.674.14 | 0.00 | 0.00 | 28.265.65 |
| 167.699.061.15 | 62.897.858.07 | 30.847.183.63 | 39.220.344,80 | 1.565.677.72 | 36.622.153,53 | |
| thereof interest payments | ||||||
| Liabilities from finance lease contracts | 311.834,78 | 187.804,13 | 82.471,08 | 20.762,62 | 6.461,03 | |
| Liabilities to financial institutions | 801.930,00 | 801.930.00 | 660.900.00 | 402.230.00 | 402.230,00 | |
| Other liabilities | 0,00 | 0,00 | 0,00 | 0.00 | 0,00 | |
| 1.113.764.78 | 989.734.13 | 743.371.08 | 422.992.62 | 408.691.03 |
INTEREST RATE RISKS
The DATAGROUP Group has to face the risk that higher cost of capital has to be raised for the required loans when the interest rate level increases. The Group's financing requirements result from both current business and acquisition activities.
To minimize the risk, liquidity requirements expected in the medium-term – not only related to the expansion of the Group – are financed by placing promissory note bonds and signing medium-term loan agreements, generally at fixed interest rates. In this context, DATAGROUP has taken up promissory note loans, which currently have a volume of EUR 78,000,000.00. The promissory note loans have a maturity of between five and seven years and generally have fixed rates. Given that costs for interest hedge are low, the interest rate risk is sufficiently limited. An increase or decrease in the interest level by 100 basis points would have improved or deteriorated the pre-tax profit of the DATAGROUP Group by EUR 354,000.00 (previous year EUR 117,000.00). It was taken into account in this respect that there is a floor rule at the reporting date in relation to the 6-month Euribor reference rate of 0 % for interest-sensitive liabilities to banks. For this reason, the interest income will only be adversely affected if the Euribor base rate exceeds the zero threshold again and turns positive. The floor rules also lead to the fact that a further decline in the interest rate level would only have a limited positive impact on the interest income of DATAGROUP as there is no interest sensitivity when the Euribor rates are negative. A decrease in the interest level by 100 basis points therefore would have improved the pre-tax profit of the DATAGROUP Group by only EUR 89,000.00 (previous year: EUR 0.00).
Additionally, DATAGROUP has to face the risk of higher savings efforts in case of a declining interest level and therefore decreasing interest income, to be able to fulfil the medium to long-term obligations of pension payments. In the last years, this risk has been accounted for in the balance sheet by an increase in pension provisions. Pension provisions were reduced in the current fiscal year thanks to an increase in the interest level. An increase in pension provisions due to the actuarial interest rate is not reflected in the financial result but directly reduces equity as it is recognized in other income. There are no additional impacts on equity resulting in either profit or loss.
DEFAULT RISKS
DATAGROUP faces the risk of not being able to satisfy justified claims, particularly those arising in the operating business. There is a risk that individual customers may become insolvent. This risk is minimized by a broad spectrum of customers and regular credit checks, particularly when business is taken up.
Specific valuation allowances in the total amount of 3,185,000.00 were recognized for three customer situations. No high impairments needed to be taken on trade receivables in the current fiscal year as a consequence of the current crises such as Covid-19 pandemic, war in Ukraine and delivery bottlenecks.
Impairments on trade receivables developed as follows in the fiscal year and in the previous year:
| 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | |
|---|---|---|---|---|
| Specific | General | Trade | ||
| valuation | valuation | receivables | ||
| Figures in EUR | allowance | allowance l | Total | gross |
| Opening balance | 578.289,56 | 280.506,24 | 858.795,80 | 57.221.612,92 |
| Consumption | 13.200,00 | 49.000.00 | 62.200,00 | |
| Reversal | 152,200,00 | 56.649.65 | 208.849.65 | |
| Additions | 3.323.721,96 | 260.246,28 | 3.583.968,24 | |
| Closing balance | 3.736.611.52 | 435.102.87 | 4.171.714.39 | 59.319.585.06 |
| 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 | |
|---|---|---|---|---|
| Specific | General | Trade | ||
| valuation | valuation | receivables | ||
| Figures in EUR | allowance | allowance | Total | gross |
| Opening balance | 540.789,52 | 199.900,95 | 740.690,47 | 41.995.770,93 |
| Additions through changes in | ||||
| the scope of consolidation | 2.772.60 | 90.200.00 | 92.972,60 | |
| Consumption | 100.022,60 | 25.100,00 | 125.122,60 | |
| Reversal | 0.00 | 28.274.36 | 28.274.36 | |
| Additions | 134.750,04 | 43.779.65 | 178.529,69 | |
| Closing balance | 578.289,56 | 280.506,24 | 858.795.80 | 57.221.612.92 |
The default risk is also reduced by way of non-notification factoring of accounts receivables. DATAGROUP is still liable for the validity of the account receivables but the del credere risk is passed to the factoring company once the receivable is sold.
5 Capital Management
As part of the capital management process, the DATAGROUP Group primarily aims at optimizing the existing capital structure and having sufficient liquidity to ensure the necessary scope for organic growth and further company acquisitions.
In connection with taking up promissory loan bonds, the DATAGROUP Group is also obligated to maintain the financial ratio (covenant) calculated as total net debt to EBITDA:
The covenant is below these requirements and is therefore complied with.
The management board is regularly informed about the development of this ratio. The DATAGROUP Group is not subject to any other external minimum capital requirements.
6 Notes to the Cash Flow Statement
The cash flow statement shows the change in cash and cash equivalents (financial resource fund) during the period under review. The financial resource fund comprises cash, sight deposits and short-term, highly liquid financial investments that can be converted to cash immediately and are subject to only minor price fluctuation risks. A financial investment is only allocated to the financial resource fund when the residual term does not exceed a period of three months. For the first time, bank overdrafts which are repayable on demand and form an integral part of the company's cash management are no longer allocated to the financial resource fund.
Cash flows are determined in accordance with the indirect method.
CASH FLOW FROM OPERATING ACTIVITIES
In the period under review, cash flow from operating activities were EUR 70,253,467.84 (previous year EUR 49,998,361.09).
CASH FLOW FROM INVESTING ACTIVITIES
In FY 2021/2022, the Group's cash outflow from investment activities was EUR 44,778,337.58 (previous year: cash outflow of EUR 44,568,282.09). This development can mainly be put down to the acquisitions of Hövermann IT and the earn-out payments for URANO Informationssysteme GmbH and DATAGROUP BIT Oldenburg GmbH during the year. A total amount of EUR 35,854,684.73 (previous year: EUR 35,650,919.34) was paid as investment in fully consolidated companies. On the other hand, investments in property, plant and equipment and intangible assets (CAPEX) were much lower. CAPEX was reduced from EUR 11,037,327,83 in the previous year to EUR 8,810,413.92. The investment ratio (CAPEX to revenue) declined from 2.5 % in the previous year to 1.8 % in FY 2021/2022.
CASH FLOW FROM FINANCING ACTIVITIES
Net cash outflows amounted to EUR 22,525,251.94 in the fiscal year after EUR 25,243,682.76 in the previous year. This change is also due to the elimination of repayment of liabilities to banks in fiscal year 2021/2022. In the previous year, this item included the repayment of a tranche of promissory note loans in the amount of EUR 12,000,000.00. The decline is largely compensated for by two effects. Firstly, outflow for finance lease agreements as a lessee slightly increased from EUR 10,164,991.14 in the previous year to EUR 12,788,844.29 in the current fiscal year. Secondly, DATAGROUP paid dividends of EUR 8,331,459.00 in the current fiscal year (previous year: EUR 0.00).
7 Segment Information
The operating subsidiaries in the DATAGROUP Group are divided into the two segments "Services" and "Solutions and Consulting". These segments are based on the service portfolio on which the respective companies are focused:
The "Services" segment comprises all subsidiaries primarily providing IT services. In particular, these IT services include the pro- vision of IT workplaces (selection and procurement, on-site implementation, exchange and disposal of old equipment), services of the certified DATAGROUP data centers as well as service desk services.
The "Solutions and Consulting" segment comprises the Group companies, where the range of services offered consists of highly qualified and specialized technology and solutions consultants as well as software developers.
The registered offices and branches of the DATAGROUP entities are exclusively based in Germany. For this reason, a regional reporting is only helpful to a limited extent.
Segment reporting was prepared in accordance with IFRS 8 "Operating segments" and is based on the socalled "management approach", i.e. it is oriented towards the internal reporting in the DATAGROUP Group. Internal reporting, which is updated on a monthly basis, is subject to the same accounting and measurement principles as external reporting in the consolidated financial statements. Financial result, taxes and depreciation resulting from purchase price allocation are only shown at Group level and not allocated to individual segments. Transactions undertaken between the segments are calculated at market prices.
| Solutions & | Others & | Solutions & | O | ||||
|---|---|---|---|---|---|---|---|
| Services | Consulting | Consolidation | Total | Services | Consulting | Consol | |
| Figures in EUR | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2020/2021 1) | 2020/2021 | 202 |
| Revenues with external customers | 397.362.501,46 | 103.022.056,25 | 1.025.333,76 | 501.409.891,47 | 346.013.576.93 | 97.819.456.79 | 874 |
| Revenues with other segment | 28.989.713,78 | 12.329.534,32 | $-41.319.248,10$ | 0.00 | 29.065.283,32 | 11.250.040,96 | $-40.315$ |
| Revenue of the segment | 426.352.215.24 | 115.351.590.57 | -40.293.914.34 | 501.409.891.47 | 375.078.860.25 | 109.069.497.75 | $-39.440$ |
| Material expenses / expenses for purchased services | 168.552.386.21 | 36.358.194.32 | $-35.206.565.11$ | 169.704.015.42 | 147.585.479.23 | 36.592.837.82 | $-34.683$ |
| Personnel expenses | 172.438.393.80 | 51.798.261,99 | 9.202.984,35 | 233.439.640,14 | 152.169.911,69 | 49.770.544.63 | 11.097 |
| Regular depreciation and amortisation 1) | 30.790.121.65 | 3.122.939.26 | 1.093.884.26 | 35.006.945.17 | 34.690.222.84 1) | 3.150.612,09 | 792 |
| Operating income 1) | 32.835.380,20 | 14.910.900,90 | $-6.293.768.93$ | 41.452.512,17 | $19.429.591.09$ 1) | 9.319.606,16 | $-96$ |
| Financial income | 3.161.836,71 | 225.219.70 | $-1.593.971.49$ | 1.793.084.92 | 2.263.978,22 | 172.080,81 | $-1.037$ |
| Financial expenses | 4.438.664,64 | 381.173.47 | 1.692.299,25 | 6.512.137,36 | 2.746.763,44 | 384.517,96 | 193 |
| Earnings before taxes 1) | 31.558.552,27 | 14.754.947,13 | $-9.580.039.67$ | 36.733.459,73 | $18.946.805,86$ 1) | 9.107.169,01 | $-1.327$ |
| Taxes on income and profit 1) | 8.582.239,45 | 2.932.500,55 | 3.191.139,30 | 14.705.879,30 | $2.746.763.44^{1}$ | 384.517,96 | 193 |
| Net income for the period 1) | 15.300.704,82 | 6.452.155,69 | 274.719,92 | 22.027.580,43 | 16.200.042,42 1 | 8.722.651,05 | $-1.521$ |
| Headcount on reporting date | 2.471 | 559 | 87 | 3.117 | 2.463 | 522 | 83 |
| Investments 2) | 17.688.233,42 | 3.138.891,16 | 1.066.459,19 | 21.893.583,77 | 15.715.599.28 | 3.592.880.24 | 1.919 |
| Investments from changes in the scope of consolidation | 32.886.632,63 | 0.00 | 0.00 | 32.886.632,63 | 68.101.551,82 | 0.00 | |
| Assets total segment | 375.074.526,87 | 41.417.074,55 | 355.621.106,74 | 772.112.708,16 | 350.991.964,00 | 56.470.004,75 | 312.098 |
| intersegment capital consolidation | 104.384.597,10 | 29.814.060,67 | -236.662.331,34 | $-102.463.673.57$ | 56.752.238,82 | 29.814.060,67 | $-184.173$ |
| intersegment debt consolidation | -99.296.501.03 | $-12.208.207.93$ | $-74.560.101.96$ | $-186.064.810.92$ | $-81.306.913.42$ | $-7.619.642.22$ | $-70.035$ |
| Assets 1) | 380.162.622,94 | 59.022.927,29 | 44.398.673,44 | 483.584.223,67 | 326.437.289,40 1) | 78.664.423,20 | 57.889 |
| Liabilities total segment 1) | 346.262.709.68 | 46.682.229.28 | 149.245.854.53 | 542.190.793.49 | $265.316.849,51^{1}$ | 40.579.265.77 | 222.045 |
| intersegment debt consolidation | $-71.684.251,35$ | $-6.978.314.57$ | $-107.402.245,00$ | $-186.064.810.92$ | $-69.823.092.21$ | $-5.667.791.44$ | $-83.471$ |
| Liabilities 1) | 274.578.458,33 | 39.703.914,71 | 41.843.609.53 | 356.125.982.57 | 195.493.757,30 1) | 34.911.474.33 | 138.573 |
| Germany | EU countries | Third country | Total | Germany | EU countries | Third country | Total | |
|---|---|---|---|---|---|---|---|---|
| Angaben in EUR | 2021/2022 | 2021/2022 | 2021/2022 | 2021/2022 | 2020/2021 | 2020/2021 | 2020/2021 | 2020/2021 |
| Revenues with external customers | 496.765.868.15 | 3.942.069.79 | 701.953.53 | 501.409.891,47 | 440.588.889.05 | 3.496.279.15 | 622.572,82 | 444.707.741,02 |
The "Services" segment generated revenues of EUR 426,352,215.24 in the fiscal year. These are EUR 51,273,354.99 or 13.7 % more than in the previous year. EBITDA was EUR 63,625,501.85 (previous year EUR 54,119,813.93). The EBITDA margin stood at 14.9 % after 14.4 % in the previous year.
Revenues in the "Solutions and Consulting" segment rose by 5.8 % to EUR 115,351,590.57. The EBITDA margin of this segment was 15.6 % after 11.4 % in the previous year.
Revenues in the "Others & Consolidation" segment are related to services provided to other Group companies, particularly by DATAGROUP SE, as well as countervailing consolidation entries.
8 Other Information
8.1 Employees
In FY 2021/2022 DATAGROUP employed on average 3,091 people (previous year 2020/2021 2,825). On 30 September 2022, the number of employees totaled 3,117 (3,068 on 30 September 2021). When also accounting for management and apprentices, the headcount was 3,340 on 30 September 2022. DATAGROUP employed 149 apprentices on 9/30/2022.
8.2 Management Board
The members of the company's Management Board are/were:
Mr. Hans-Hermann Schaber (until 10 March 2022, end of AGM)
- Chief Executive Officer
- Chief Financial Officer (CFO), Legal, Human Resources and Organization
Mr. Andreas Baresel
- Chief Executive Officer (since 10 March 2022, end of AGM)
- Chief Production Officer
Mr. Oliver Thome
▪ Chief Financial Officer
Ms. Dr. Sabine Laukemann (since 1 April 2022)
▪ Chief Human Resources Officer, Strategy and Organization
8.3 Supervisory Board
The members of the company's Supervisory Board are:
Mr. Heinz Hilgert
- Managing Director of TransVise GmbH
- Chairman
Ms. Dr. Carola Wittig (until 10 March 2022, end of AGM)
▪ Presiding Judge at the Stuttgart district court
Mr. Hubert Deutsch
▪ CEO of Synth Group GmbH, Riedlingen
Mr. Hans-Hermann Schaber (since 10 March 2022, end of AGM)
▪ Founder of DATAGROUP SE
8.4 Total Remuneration of the Members of the Management Board
The total remuneration of the members of the management board added up to EUR 2,696,717.21. This amount includes variable remuneration of EUR 579,566.00.
8.5 Total Remuneration of the Members of the Supervisory Board
The total remuneration of the members of the supervisory board amounted to EUR 150,400.00 in the fiscal year.
8.6 Transactions with Affiliated and Associated Companies and/or Persons
The management board members and managing directors of the individual DATAGROUP entities, their close family members, HHS Verwaltungs GmbH, HHS Grundstücks- und Beteiligungsgesellschaft mbH & Co. KG, HHS Beteiligungsgesellschaft mbH and their subsidiaries as well as the limited partners of HHS Grundstücksund Beteiligungsgesellschaft mbH & Co. KG were identified as affiliated and associated companies and/or persons.
Transactions with affiliated and associated companies and persons mainly relate to clearing transactions, current account and loan relationships as well as service contracts.
DATAGROUP SE charges HHS Beteiligungsgesellschaft mbH a Group contribution of EUR 593,000.00 (previous year EUR 720,200.00) for services provided by DATAGROUP SE to HHS Beteiligungsgesellschaft mbH and HHS Verwaltungs GmbH and their subsidiaries. DATAGROUP SE did not provide any other services to HHS Beteiligungsgesellschaft mbH. DATAGROUP SE received goods and services from HHS Beteiligungsgesellschaft mbH in the amount of EUR 78,921.66 (previous year EUR 196,991.00).
In the year under review, DATAGROUP SE received goods or services from subsidiaries of HHS Beteiligungsgesellschaft mbH in the amount of EUR 420,241.00 (previous year EUR 309,988.25). DATAGROUP SE did not provide services to the subsidiaries of HHS Beteiligungsgesellschaft mbH in the year under review (previous year EUR 161,069.02 to several subsidiaries).
All transactions above were settled at fair market conditions.
8.7 Leases
The DATAGROUP Group is both a lessor and a lessee and has signed operating lease and finance lease contracts on the sales side. In particular, the DATAGROUP entities signed rental and lease contracts for using or financing data centers, for hardware and software, as well as for buildings and cars. Various companies of the DATAGROUP Group offer their major customers also financing solutions for the procurement of their IT infrastructure as a total package along with services and maintenance services.
The right of use assets are assets related to lease agreements for buildings or car leasing agreements.
| 30.09.2022 | 30.09.2022 | |
|---|---|---|
| Figures in EUR | Buildings | Automotive |
| Book value of the rights of use | ||
| as of the reporting date | 32.444.473,41 | 3.253.559,68 |
| depreciation amounts | 10.013.690,27 | 2.434.806,86 |
| interest expense | 563.600,48 | 105.223,34 |
| 30.09.2021 | 30.09.2021 | |
| Figures in EUR | Buildings | Automotive |
| Book value of the rights of use | ||
| as of the reporting date | 33.579.886,13 | 3.689.718,65 |
| depreciation amounts | 9.501.603,41 | 2.176.768,11 |
| interest expense | 544.535,56 | 103.449,24 |
DATAGROUP has incurred costs for leased goods to an insignificant extent, which are below the materiality limit due to their short-term nature (under one year) or low acquisition costs.
The commercial properties used by the DATAGROUP companies are sublet in parts. This led to rental income of EUR 421,200.64 (previous year: EUR 142,488.42).
The book values = present values as well as minimum leasing payments can be depicted as shown below:
| 30.09.2022 | 30.09.2022 | 30.09.2022 | 30.09.2022 | |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Leasing obligations | ||||
| Minimum leasing payments | 18.087.723,90 | 30.207.784.79 | 5.151.006.87 | 53.446.515,56 |
| Present value | 18.051.506,70 | 29.437.288,85 | 5.005.156.93 | 52.493.952,48 |
| Leasing claims | ||||
| Minimum leasing payments | 11.489.610,03 | 17.433.645,30 | 1.326.903,01 | 30.250.158,35 |
| Present value | 10.892.813,00 | 16.846.593,33 | 1.172.788.92 | 28.912.195,25 |
| 30.09.2021 | 30.09.2021 | 30.09.2021 | 30.09.2021 | |
|---|---|---|---|---|
| Remaining term | Remaining term | Remaining term | ||
| Figures in EUR | up to 1 year | 1 to 5 years | over 5 years | Total |
| Leasing obligations | ||||
| Minimum leasing payments | 18.713.969,41 | 36.393.242,17 | 9.349.578.29 | 64.456.789.87 |
| Present value | 17.079.161,37 | 32.201.062,46 | 7.857.879,26 | 57.138.103,09 |
| Leasing claims | ||||
| Minimum leasing payments | 10.912.453,54 | 22.780.399,87 | 1.581.895,43 | 35.274.748,84 |
| Present value | 10.216.186.00 | 21.975.443,93 | 1.398.165.06 | 33.589.794.99 |
The contracts with customers (with DATAGROUP entities as a lessor) do not have any non-guaranteed residual values.
The leasing contracts for software and hardware – with DATAGROUP companies both as a lessor and a lessee – have terms to maturity of between 36 and 60 months, and up to 120 months in individual cases. The incremental borrowing rates on which the leasing relationships are based are mainly between 1.5 % and 4.5 %. Lease agreements for buildings may have terms of up to 12 years. Vehicle leasing contracts usually have a term of between three and four years.
8.8 Transactions Not Included in the Balance Sheet
There are no transactions that are not included in the balance sheet.
8.9 Auditors' Fees
BANSBACH GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, (BANSBACH) was commissioned to perform the audit of the accounts. The annual financial statements include the following expenses for the services of BANSBACH:
| Figures in EUR | 2021/2022 | 2020/2021 |
|---|---|---|
| Fees for audit services | 401.633,67 | 378.803,18 |
| Tax advisory services | 221.759,37 | 120.320,23 |
| Other services | 154.526,81 | 151.683,81 |
| Auditors' fees | 777.919,85 | 650.807,22 |
Of these expenses, EUR 751,000.00 (previous year EUR 604,487.09) were deferred at the balance sheet date. The result from the settlement of the provision created in the previous year was EUR 20,086.00 (previous year EUR -12,686.00).
The increase in costs is attributable to the acquisitions and the resultant increase in the company's size.
8.10 Inclusion in the Consolidated Financial Statement of HHS Verwaltungs GmbH
The company will be included in the consolidated financial statement of HHS Verwaltungs GmbH, Pliezhausen, on 9/30/2022 (largest scope of consolidation). This company is entered in the commercial register of Stuttgart under HRB 768480. The consolidated financial statement is to be published in the German Electronic Federal Gazette (Bundesanzeiger).
8.11 Notification from Shareholders (Pursuant to § 20 para. 4 AktG)
In a letter dated January 22, 2006, HHS Beteiligungsgesellschaft mbH (previously DATAGROUP GmbH), Pliezhausen, notified DATAGROUP SE (previously DATAGROUP IT Services Holding AG), Pliezhausen, as follows: "DATAGROUP GmbH, Pliezhausen, informs you in accordance with § 20 para.1, clause 3 in connection with § 16 para. 1 AktG (German Stock Corporation Act) that the company directly holds a majority share in DATAGROUP IT Services Holding AG."
8.12 Exemption Pursuant to § 264 para. 3 HGB (German Commercial Code)
The shareholder meetings of DATAGROUP Stuttgart GmbH, DATAGROUP Bremen GmbH and DATAGROUP IT Solutions GmbH as well as the Annual General Meeting of Almato AG decided to make use of the exemption under § 264 para. 3 HGB and suspend the preparation and publication of the notes and the management report on 30 September 2022. The resolutions were disclosed in the German Electronic Federal Gazette in accordance with § 325 HGB
8.13 Proposal for the Appropriation of Net Income
The management board will propose to the Annual General Meeting to distribute a dividend of EUR 1.10 per no-par share entitled to dividend from the retained earnings of EUR 55,841,271.29. The remaining amount is to be carried forward.
8.14 Authorization to Disclose the Consolidated Financial Statement of the Previous Year
The authorization to disclose the consolidated financial statements of the previous year ending 9/30/2021 was granted by the management board on 12/21/2021. Disclosure was made on the DATAGROUP website in January 2022 and in the electronic commercial register on 7 October 2022.
Pliezhausen, 15 December 2022
DATAGROUP SE
Andreas Baresel Chief Executive Officer
Oliver Thome Chief Financial Officer
Dr. Sabine Laukemann Chief Human Resources Officer, Strategy and Organization
Group Management Report 1. Group Overview
| DATAGROUP SE, PLIEZHAUSEN | |||||
|---|---|---|---|---|---|
| SERVICES DATAGROUP BIT Düsseldorf DATAGROUP BIT Hamburg DATAGROUP BIT Oldenburg DATAGROUP Bremen DATAGROUP Frankfurt DATAGROUP Hamburg DATAGROUP Köln DATAGROUP Ludwigsburg DATAGROUP Offenburg DATAGROUP Operate IT DATAGROUP Stuttgart DATAGROUP Ulm Hövermann IT URANO Informationssysteme Cloudeteer |
SOLUTIONS AND CONSULTING DATAGROUP Business Solutions DATAGROUP Consulting Services DATAGROUP IT Solutions ALMATO Mercoline |
||||
| CENTRAL SUPPLY UNITS DATAGROUP Operations |
DATAGROUP Enterprise Services |
DATAGROUP Inshore Services |
DATAGROUP Service Desk |
DATAGROUP Group1
ORGANIZATIONAL AND LEGAL STRUCTURE OF THE DATAGROUP GROUP
DATAGROUP SE is the holding company of IT service provider DATAGROUP (hereinafter "DATAGROUP" refers to the DATAGROUP Group), which is active throughout Germany. DATAGROUP SE mainly includes the entities listed in the diagram above.
The operating subsidiaries under the umbrella of DATAGROUP SE are divided into two segments: Services as well as Solutions and Consulting. The central supply units, DATAGROUP Operations, DATAGROUP Enterprise Services, DATAGROUP Service Desk, and DATAGROUP Inshore Services are specialized production units, providing services for the DATAGROUP market units as internal competence and service centers within the DATAGROUP Group.
1 DATAGROUP Berlin, DATAGROUP Munich and DATAGROUP Defense IT Services are sub-areas of DATAGROUP Business Solutions. Hövermann IT consists of Hövermann IT-Gruppe GmbH, Hövermann ERP Consulting GmbH and Hövermann Rechenzentrum GmbH (limited liability).
CENTRALIZATION WHERE NECESSARY, REGIONALITY WHERE POSSIBLE
DATAGROUP pursues the strategy of an optimal combination of regional and central approaches regarding the Group's organization. This approach allows for regional, collaborative partnerships with customers, enables us to preserve agility and quickly respond to regional characteristics. However, customers will see the same DATAGROUP at every point, and the individual companies benefit from the corporate brand.
Furthermore, some services are centralized to benefit from synergies. In addition to the central supply units for the individual companies, DATAGROUP SE also provides central controlling, financing and management functions well as central services such as IT, accounting and human resources.
DATAGROUP SE also provides accounting services for the main shareholder, HHS Beteiligungsgesellschaft mbH2 and its subsidiaries and other companies affiliated with HHS Beteiligungsgesellschaft mbH against payment of customary compensation.
ACQUISITION STRATEGY WILL BE CONTINUED
Since the IPO in 2006, DATAGROUP SE has acquired 31 companies. The acquisition strategy focuses on IT service companies headquartered in Germany. The company' acquisition strategy is based on four growth targets: Strengthening the regional footprint, expanding the customer portfolio, recruiting sought-after specialists, and extending the solution portfolio. DATAGROUP has two strategic approaches concerning the types of companies integrated: "buy-and-build" (i.e. the companies complement or strengthen DATAGROUP's existing service portfolio) and "buy-and-turnaround" (i.e. the acquired companies are in turnaround situations and in need of strategic restructuring).
DATAGROUP generally integrates the acquired companies into the Group. In this process, the individual companies usually remain unchanged to maintain the agility of a mid-sized company as well as the customer relationships that to some extent have been existing for decades.
The companies are generally managed under the nationwide uniform DATAGROUP brand and newly acquired companies are renamed after a transition period.
In the last fiscal year, DATAGROUP acquired Hövermann IT, consisting of Hövermann IT-Gruppe GmbH, Hövermann ERP Consulting GmbH and Hövermann Rechenzentrum UG (limited liability) in April 2022, and increased its shares in Cloudeteer GmbH ("Cloudeteer") to 51 % in July 2022.
Hövermann IT is an IT service provider running its own data center and has acknowledged expertise in SAP Business One, an SAP ERP solution focused on Mittelstand companies. With a staff of some 55 employees, the company is focused on small and mid-sized corporate customers, which are currently mainly based in Lower Saxony and North Rhine-Westphalia, and which has its headquarters in North Rhine-Westphalia. Hövermann IT is a large full-service provider in its region, providing IT services, IT consulting and being expert in SAP Business One. A company of Hövermann IT has been a certified Gold Partner at SAP and Microsoft for many years and thus strengthens these skills at DATAGROUP. Hövermann IT currently generates annual revenues of some EUR 9m. This means DATAGROUP expands the group by three companies providing IT services for small and mid-sized corporate customers. Additionally, DATAGROUP broadens its service portfolio with further SAP services.
2 HHS Beteiligungsgesellschaft mbH is the asset-managing investment holding of the company founder of DATAGROUP SE, Max H.-H. Schaber. The company is fully owned by Mr. Schaber and his family. HHS Beteiligungsgesellschaft mbH holds approx. 53.5 % in DATAGROUP SE. HHS Beteiligungsgesellschaft mbH is also invested in other companies which, however, are not in competition with DATAGROUP.
DATAGROUP has been invested in Cloudeteer since 2020 and has supported the company's growth since then. In July 2022, DATAGROUP increased its stake in Cloudeteer to 51 %. The specialists for cloud solutions at Cloudeteer strengthen the skills of DATAGROUP in the strategically important technology segment of public cloud solutions. The positioning of Cloudeteer as a specialized service unit for cloud-first strategies rounds off DATAGROUP's own solution portfolio and is an important further step for the company to establish as a technology and innovation leader in the IT service market.
FOCUS OF ACTIVITY, SALES MARKETS AND COMPETITIVE POSITION OF DATAGROUP
DATAGROUP is one of the leading IT service providers for German Mittelstand companies. The company is regularly among the Top 10 in relevant studies, including those of Lünendonk & Hossenfelder on the market for IT Consulting and IT Services in Germany, the Whitelane and Navisco study on Customer Satisfaction in IT Outsourcing in Germany, and the study by business magazine brand eins in cooperation with Statista on the best IT service providers in Germany.
DATAGROUP works exclusively for business customers and is mainly focused on German Mittelstand and large companies as well as public authorities. Personal closeness and contact at eye level to the customers distinguishes DATAGROUP as IT partner.
CORBOX: IT AS A SERVICE
The CORBOX (corporate IT out of the box) is the heart of the DATAGROUP portfolio. With this service portfolio, DATAGROUP provides customers with IT as a Service: From a modular service offering, which covers the entire range of a company's IT, customer choose those services which perfectly fit their company requirements. "IT's that simple" is the motto, which DATAGROUP pursues with the CORBOX. DATAGROUP looks after the customers' IT so that they can focus on their core business.
The CORBOX services are so flexible they can cover a very broad range. Customers do not have to choose between two models, for instance between the operation of their IT in the private or in the public cloud. Rather,
DATAGROUP's CORBOX solutions build a bridge between the worlds and cover the entire spectrum, for instance in hybrid scenarios.
Defined service level agreements guarantee maximum performance and cost transparency. The security of all centralized CORBOX services is guaranteed by ISO 27001-certified DATAGROUP data centers (a tenant in so-called colocation centers) in Germany (Frankfurt am Main and Düsseldorf). Continuous monitoring of performance, capacities and security status guarantees high availability of the services.
CERTIFICATIONS AND CERTIFICATES
Since September 2012, DATAGROUP has been continuously certified according to ISO 20000 – the highest possible ISO certification for professional IT service management. DATAGROUP undergoes the extensive testing procedure on a regular basis to have the IT services aligned to industry standards and to improve them consistently. To this end, "DATAGROUP IT Service Management", the management system for the comprehensive business process, is reviewed once a year in internal and external audits according to the international standard ISO 20000. This includes all major services in the service catalog with all its processes and functions. The most recent recertification by TÜV Süd Management Services GmbH was successfully completed in July 2022.
All CORBOX services are based on ISO 20000-certified processes according to ITIL® and meet the quality criteria of industrial production. Customers benefit from a consistently high process quality, service quality and security making corporate IT a reliable and efficient means of production for success in business.
The basis of the CORBOX is a holistic IT service management which in its core includes a state-of-the-art information security management system (ISMS). The DATAGROUP ISMS is certified for selected DATAGROUP companies and services according to ISO/IEC 27001 and expanded by ISO/IEC 27018 with a focus on the protection of personal data in cloud environments. Additionally, the CORBOX services and the required IT operations management of DATAGROUP Operations GmbH are certified according to ISO 27001 on the basis of IT Grundschutz (BSI).
Furthermore, DATAGROUP and individual subsidiaries are certified according to ISO 9001, ISO 14001, TISAX, TSI.Standard V4.1 Level 3 and audited according to IDW PS 951 and ISAE 3402.
All central IT platforms are operated in a so-called colocation model in mirrored data centers in Frankfurt and Düsseldorf. DATAGROUP has rented space at data center operators which provide the corresponding specific expertise. These data centers have state-of-the-art equipment in terms of security, building technology, access control, fire protection and emergency power supply. They are made available by DATAGROUP as a complete service package. This approach reduces the capital intensity of the business, while it ensures the highest possible standard for the basic infrastructure of the Data Center. DATAGROUP operates its own hardware and software for the CORBOX services in these data centers. The data centers in Frankfurt and Düsseldorf as well as all DATAGROUP locations within the scope are audited on an annual basis according to ISO 27001, the internationally recognized standard.
As for the financial services market with its high and specific requirements, DATAGROUP's subsidiaries, DATAGROUP BIT Düsseldorf, DATAGROUP BIT Hamburg and DATAGROUP BIT Oldenburg have a team of experts enjoying many years of industry experience in the fields of banking and insurance. In addition to the wide range of IT services which are tailored to the specific requirements of this industry, these companies also have certifications from this industry and thus can seize further new growth opportunities offered in this highly regulated area of financial services.
2. Basic Conditions
GLOBAL POLITICAL SITUATION SLOWS DOWN ECONOMY
The overall economy in Germany has significantly recovered in 2021 after the slump in 2020, the first year of the Covid-19 pandemic. Whilst the GDP had dropped by 5.0% in 2020, it was up by 3.2 % in 2021.3 The situation of the companies in Germany has continued to improve in the first half of 2002. Since the summer 2002, however, the global political situation has a severe dampening effect on the economy. The war in Ukraine, the resultant energy crisis, high inflation and, as a consequence, consumer restraint as well as ongoing supply bottlenecks have put the overall economy in Germany under pressure. That said, the manufacturing sector and the service providers doing business with them still benefit from extraordinarily full order books in this difficult situation. The ifo Institute of Economic Research expects the GDP to grow by 1.6 % in 2022 and to decline by 0.3 % in 2023. This negative trend will deteriorate also with a view to inflation: Prices are foreseen to increase by 8.1 % in 2022 and by 9.3 % in 2023, which would be a new all-time-high since 1950. Inflation and economy in Germany are not expected to normalize before 2024 according to the ifo Institute.
DIGITAL INDUSTRY GROWS DESPITE DRAG ON ECONOMIC ACTIVITY
In July 2021, the Bitkom-ifo-digital index on business climate in the ITC industry in Germany had reached an all-time-high of 40.5 points. This reflected the optimistic expectations for the future of the overall economy at that time.4 As the economy slowed down during the course of 2022, the index dropped to 14.4 points in August 2022. However, sentiment and prospects of the ITC industry are at a higher level than the overall economy.
The ITC market in Germany continues to benefit from ongoing digitization. Following a slight drop in sales at the beginning of the Covid-19 pandemic, the market grew by 4.0 % to EUR 181.5bn in 2021. Industry association Bitkom foresees a positive trend for 2022 as well, with expectations of 4.3 % growth to a total market volume of EUR 189.4bn. The information technology segment is seen to achieve sales of EUR 113bn, which is an increase of 6.7 % compared to 2021. IT services account for the largest share in this segment (EUR 43.6bn, +3.7 % compared to 2021), followed by IT hardware (EUR 37.0bn, +6.7 %). Investments in software are expected to grow the most (EUR 32.4bn, +8.8 %).5
3 https://www.bundesfinanzministerium.de/Monatsberichte/2021/03/Inhalte/Kapitel-6-Statistiken/6-4-05-reales-bruttoinlandsprodukt.html
4 https://www.bitkom.org/Presse/Presseinformation/Geschaeftsklima-in-der-Bitkom-Branche-erreicht-neuen-Spitzenwert
5 https://www.bitkom.org/Marktdaten/ITK-Konjunktur/ITK-Markt-Deutschland
COMPANIES' FOCUS REMAINS ON DIGITIZATION
The Covid-19 pandemic has significantly driven the companies' digitization efforts in Germany. 60% of the companies taking part in a Bitkom survey indicated that digital technologies have supported them in managing the pandemic. 44 % said the situation has accelerated the digitization of their business processes – this figure stood at a mere 15 % shortly after the onset of the pandemic. 53 % of the companies surveyed felt that the pandemic has triggered a boost in innovation in companies and has promoted the implementation of digital strategies. As a result, roughly 70 % of the companies plan to invest the same amount or more in the digitization of their processes to remain crisis resistant. Companies are concerned, among others, about the skills shortage and about data and IT security6 .
These impressions are supported by the current study of market research institute Lünendonk & Hossenfelder, which has analyzed the IT market since 1985. In 2021, demand for IT consulting experienced the strongest increase since 2007 – despite pandemic and global economic crisis. Almost 80 % of the companies surveyed plan to increase their budgets for maintenance and development of their IT landscape. The institute expects investments to focus on cloud transformation, data analytics, IT modernization, digital workplace, individual software development and cyber security, which has grown in importance among CIOs especially in consequence of the war in Ukraine.7
With its CORBOX, the modular full IT outsourcing portfolio, as well as solutions in consulting and IT solutions, DATAGROUP provides both IT operating services as a basis for the digitization of companies and software solutions for digital business models and processes. This comprehensive portfolio covers the most diverse scenarios of a customer's digitization requirements, including the highly sought-after services in the field of cloud services and cyber security. Thanks to a large number of IT experts, the company is well equipped to benefit from the IT investments of user companies and to tie customers in the long term. Competition for the best experts and managers and their respective training and development is another key topic in the field of digitization. To this end, the company has developed and presented the so-called DATAGROUP Career Box. It summarizes the pathways to join as well as the development and career options at DATAGROUP and points out opportunities for advancement for all employees. This is a key element to maintain and continuously improve the performance of DATAGROUP.
6 https://www.bitkom.org/doi-2022
7 https://www.datagroup.de/news/luenendonk-studie-2022-ueber-den-markt-fuer-it-dienstleistungen-in-deutschland/
3. Net Assets, Financial Position and Results of Operations of the DATAGROUP Group
3.1 Results of Operations
Record revenues and earnings – Guidance exceeded: Revenue increased by TEUR 56,702 or 12.8 % to TEUR 501,410 (previous year TEUR 444,708) in the fiscal year just ended, which fully was in line with the guidance of EUR 480–500m announced at the AGM in March 2022. EBITDA was up TEUR 9,173 or 13.6 % to TEUR 76,459 (previous year TEUR 67,286), exceeding the guidance of EUR 72–75m. DATAGROUP achieved a record EBIT of TEUR 41,453 after TEUR 28,653 in the previous year (+TEUR 12,799 or +44.7 %).
NET INCOME AND EARNINGS FIGURES
Significant increase in earnings with noticeable improvement in margins: Net income stood at TEUR 22,028 in FY 2021/2022 after TEUR 20,727 in the previous year. EPS – earnings per share – amounted to EUR 2.64 in comparison to EUR 2.49 in the previous year. The Management and Supervisory Boards of DATAGROUP SE will propose to the Annual General Meeting to distribute a dividend of EUR 1.10 per no-par share entitled to dividend from the retained earnings of EUR 55,841,271.29. The remaining amount is to be carried forward.
In FY 2021/2022, URANO Informationssysteme GmbH ("URANO") and DATAGROUP BIT Oldenburg GmbH ("DATAGROUP BIT Oldenburg"), previously dna Gesellschaft für IT Services GmbH, which were acquired in the previous year, were fully consolidated for the first time. Furthermore, Cloudeteer and Almato Iberia GmbH were initially consolidated as of 1 October 2021 and Hövermann IT as of 1 May 2022. In June 2020, DATAGROUP acquired 24 % of the shares in Cloudeteer and secured an option for the acquisition of another 76 % of the shares. In July 2022, DATAGROUP increased its stake to 51 %. Some of the prior-year balance sheet and P/L items were adjusted on the basis of the final purchase price allocation of the companies acquired in the previous year.
EBT – earnings before interest and taxes – amounted to TEUR 36,733 in the period under review after TEUR 26,726 in the previous year (+TEUR 10,007 or +37.4 %).
Tax expenses were TEUR 14,706 after TEUR 5,999 and the tax rate amounted to 40.0 % after 22.4 % in the previous year. Tax expenses in FY 2021/2022 and in the previous fiscal year were characterized by special effects. The high tax expenses of FY 2021/2022 are mainly attributable to the non-capitalization of deferred taxes on tax-loss carry-forwards. The tax rate is expected to be significantly lower again in the next fiscal years. The low tax rate of the previous year results from positive effects from the measurement of deferred taxes on tax-loss carry-forwards and on temporary differences in valuation from the financial services segment.
In FY 2021/2022, the financial result was TEUR -4,719, burdened by one-time special effects of EUR 2.2m, especially due to a one-time remeasurement of purchase price obligations, after TEUR -1,927 in the previous year.
EBIT – earnings before taxes and financing – increased substantially by TEUR 12,799 or 44.7 % yoy to TEUR 41,453 after TEUR 28,653 in the previous year. The EBIT ratio improved significantly from 6.4 % in the previous year to 8.3% in the period under review.
Depreciation and amortization declined from TEUR 38,633 in the previous year to TEUR 35,007 in FY 2021/2022. As a result of the new acquisitions, amortization of order backlog, customer portfolios and other assets capitalized as part of the purchase price allocation increased by TEUR 1,366 to TEUR 7,399 after TEUR 6,033 in the previous year. Other depreciation decreased by TEUR 4,992 to TEUR 27,608 (PY TEUR 32,600) due to declining levels of investment in the previous years.
No goodwill amortization was necessary in FY 2021/2022 or in the previous years. The goodwill impairment test carried out did not point to any need for amortization.
EBITDA – earnings before taxes, financing, depreciation and amortization – rose by TEUR 9,173 or 13.6 % to TEUR 76,459 in FY 2021/2022 after TEUR 67,286 in the previous year and exceeded the guidance of EUR 72–75m.
REVENUE AND ORDER BOOK
Strong revenue growth continued DATAGROUP has been growing on the basis of its declared strategy for years, which is driven by both acquisitions and operating growth. As a result, the DATAGROUP Group has reported incremental sales which were significant to some extent in the last years: In the fiscal years from 2005/2006 to 2021/2022, revenue rose by 18.8 % p.a. on average. Compared to the last fiscal year, revenue increased by TEUR 56,702 or 12.8 % to TEUR 501,410 after TEUR 444,708 in the previous year and exceeded the guidance of EUR 480–500m.
Business of DATAGROUP's fully integrated entities has seen a particularly positive development. A strong increase in revenue is attributable to the initial consolidation of URANO over a period of 12 months (only 5 months in FY 2020/2021). The bottom-line development was also driven by Cloudeteer (initial consolidation), a cloud native start-up with expertise in all public cloud topics and own software solutions, and by Hövermann IT, which was acquired in the period under review. The latter offers IT services and IT consulting for smaller and mid-sized companies, which are mainly based in North Rhine-Westphalia and Lower Saxony. As a certified SAP Gold partner, the company has in-depth expertise in SAP Business One.
The proportion of services in revenue remains on a very high level of 80.9 % (previous year 84.4 %). New business, upselling and contract renewals have reached a new all-time-high; 20 new CORBOX contracts were signed in the past fiscal year, 20 contracts were expanded, 34 existing customers have either extended or renewed their contracts.
As in the previous years, the business activities of the DATAGROUP Group primarily focus on Germany.
While DATAGROUP predominantly enters medium and long-term contractual relationships in the service business leading to mostly well predictable revenues, the commercial business and project business have a stronger focus on short-term contractual relationships and are therefore subject to mostly larger fluctuations. As such, revenues and earnings from individual contracts are also subject to fluctuations given the dynamic market environment.
GROSS PROFIT
Net profit grew by TEUR 34,774 or 11.8 % yoy to TEUR 329,769 after TEUR 294,995 in the previous year. The gross profit margin decreased slightly from 66.3 % in the previous year to 65.8 % in the year under review. The reduced margin is attributable to a disproportionate increase in retail business in the fiscal year.
PERSONNEL EXPENSES
Personnel expenses totaled TEUR 233,440 in the fiscal year after TEUR 213,038 in the previous year. This increase was mainly driven by acquisitions. The ratio of personnel expenses to total revenue improved from 47.9 % in the previous year to 46.6 % in the period under review.
3.2 Financial and Asset Position
FINANCIAL MANAGEMENT TARGETS
A well-regulated financial and asset situation of the DATAGROUP Group is the basic condition for the feasibility of the declared acquisition and growth strategy. This is the main reason why DATAGROUP's corporate management is focused on financial management.
Financial management objectives include tracking liquidity to secure the company's constant liquidity. To this end, the liquidity status of both the individual group companies and the overall Group are examined on a weekly basis and short to medium-term liquidity projections are drawn up. Medium-term planning and controlling of the results and liquidity situation of the group companies ensures that financing of the DATAGROUP Group is guaranteed in the long term as well. The financial resources used, e.g. issue of promissory note loans, taking out and extending bank loans, finance lease and factoring, are subject to constant review and are optimized and adjusted as necessary.
Furthermore, the DATAGROUP Group has a tight debtor management to shorten the average collection period and prevent payment defaults.
In FY 2018/2019, DATAGROUP placed promissory note loans with the principal banks with a total volume of EUR 69m and a term of between three and seven years. This has significantly enhanced the financial scope of the DATAGROUP Group and puts the loans' structure on a long-term basis.
| Figures in EUR | 30.09.2022 | $30.09.2021$ 1) | 30.09.2020 | 30.09.2019 | 30.09.2018 | 30.09.2017 |
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Non-current assets | 317.917 | 308.025 | 224.182 | 187.150 | 114 448 | 102.864 |
| Current assets | 165.667 | 154.966 | 161.170 | 132.927 | 101.002 | 110.526 |
| 483.584 | 462.991 | 385.352 | 320.077 | 215,450 | 213.390 | |
| LIABILITIES | ||||||
| Equity | 127.458 | 94.012 | 66.152 | 74.046 | 67.255 | 59.581 |
| Non-current liabilities | 161.479 | 237.353 | 206.019 | 157,009 | 86.707 | 95.881 |
| Current liabilities | 194.647 | 131 627 | 113.181 | 89 022 | 61.488 | 57.928 |
| 483.584 | 462.991 | 385.352 | 320.077 | 215.450 | 213.390 |
CAPITAL STRUCTURE
The higher balance sheet total is mainly attributable to the finalization of the purchase price allocation of URANO. The results of URANO were significantly above the results planned for the fiscal year. Based on the purchase price mechanism agreed upon in the purchase contract, this led to an increase of TEUR 28,842 in the estimated total purchase price from TEUR 50,816 to TEUR 79,658. The resultant adjustment of the purchase price allocation led to an increase in goodwill and other intangible assets of TEUR 31,421, an increase in financial liabilities of TEUR 28,843 and an increase in deferred tax liabilities of TEUR 2,578. Furthermore, initial consolidations, mainly those of the Hövermann IT companies, resulted in an increase of the balance sheet total.
The equity ratio improved significantly from 20.3 % in the previous year to 26.4 %. This development was driven by the bottom-line development but also by the remeasurement of pension provisions, which are recognized without effect on profit or loss.
Goodwill increased by TEUR 25,485 as a result of the acquisitions made during FY 2021/2022 and the final purchase price allocations of URANO and DATAGROUP BIT Oldenburg. The ratio of goodwill to equity was 118.8 % after 134.0 % in the previous year.
Other intangible assets decreased by TEUR 3,119. This item was raised by TEUR 8,342 as per 30 September 2021 in relation to the adjustment of the URANO PPA. The acquisition of Hövermann IT added another TEUR 5,548 to order backlog and customer base in the fiscal year. This was offset by depreciation and amortization of TEUR 11,191, TEUR 7,399 thereof for PPA assets.
The investment activity as a proportion of assets (without goodwill) to the balance sheet total declined to 22.8 % after 25.2 % (25.4 % prior to adjustment) in the previous year. In addition to order backlog and customer relationships resulting from acquisitions, fixed assets mainly include the DATAGROUP data centers, furniture and office equipment of the DATAGROUP entities as well as the use of right assets from rental contracts and car leasing contracts. Non-current financial assets increased by TEUR 6,951 to TEUR 8,506 as the gross number of securities on long-term accounts was recognized, while it had been offset against provisions in the previous year.
Deferred taxes declined to TEUR 12,179 because of a significant reduction in pension provisions by TEUR 5,525.
No further contract costs (previous year TEUR 1,241) were included in the balance sheet item "capitalized contract costs" in the fiscal year. TEUR 3,436 of the capitalized contract costs were recognized as expenses (TEUR 3,188 in the previous year).
The increase in inventories by TEUR 4,534 to TEUR 8,305 (TEUR 3770 in the previous year) was mainly due to upcoming deliveries to customers.
Trade receivables declined slightly by TEUR 1,215 to TEUR 55,148.
Other assets grew by TEUR 5,612 to TEUR 40,986, mainly because of reclaimed withholding taxes from dividend payments of subsidiaries.
Financial liabilities dropped by TEUR 8,981 to TEUR 185,256 after TEUR 194,237 in the previous year, which was mainly due to the repayment of liabilities to banks. For this very reason the net debt was down from TEUR 116,555 in the previous year to TEUR 109,555 in the year under review.
Provisions declined by TEUR 12,242 to TEUR 69,973 after TEUR 82,215 in the previous year. This balance sheet item mainly includes provisions for pension obligations of TEUR 36,103 after TEUR 64,038 in the previous year. The reduction is primarily attributable to an increase in the underlying actuarial interest used for
calculation of the pension provision. The resultant actuarial gains, in particular, lead to a reduction of provisions in the total amount of TEUR 27,935. They are recorded in equity in the amount of TEUR 29,196 with no effect on net income.
LIQUIDITY DEVELOPMENT
Cash flow from operating activities increased by TEUR 20,255 or 40.5 % from TEUR 49,998 to TEUR 70,253, primarily driven by a substantial increase in net income and liabilities.
At the same time, CAPEX was lower than in the previous year. Investments in property, plant and equipment and in intangible assets were TEUR 8,810 (previous year TEUR 11,037) excluding right of use assets under IFRS 16, the investment ratio declined from 2.5 % of revenue in the previous year to 1.8 % in the year under review. An amount of TEUR 35,85 was invested in the acquisitions of URANO, DATAGROUP BIT Oldenburg and Hövermann IT. Accordingly, the cash flow from investment activities totaled TEUR 44,778, which is almost on a par with the prior-year level.
The negative cash flow from financing activities declined by TEUR 2,718, mainly driven by the prior-year repayments of liabilities to banks of TEUR 12,229 and the offsetting effect from the dividend payment of TEUR 8,331 carried out in the year under review. As no major liabilities to banks were repaid in the year under review, they remained unchanged at a level of EUR 78.2m.
Cash and cash equivalents amounted to EUR 47.0m in comparison to EUR 44.1m on the balance sheet date of the previous year. The Group's financing is guaranteed in the long term and provides sufficient scope for further investments in acquisitions and refinancing.
OVERALL STATEMENT
The management believes that the profitability of the DATAGROUP core business continues to provide the Group with the necessary scope for a sustainable implementation of the long-term growth strategy. This is reflected by the key performance indicators: EBITDA stood at TEUR 76,459 in FY 2021/2022 (TEUR 67,286 in the previous year) and net income at TEUR 22,028 after TEUR 20.727 in the previous year. Importantly, the company's focus on outsourcing and cloud services, presents major growth opportunities also with a view to the future.
Cash flow from operating activities was TEUR 70,253 in the period under review, the equity ratio was 26.4 %. Liquid funds amounted to TEUR 47,042. The key figures determined from the balance sheet show a good asset position in the current fiscal year as well.
4. Stock
DEVELOPMENT OF THE DATAGROUP SHARES
Fiscal year 2021/2022 had been Janus-faced from a capital market point of view: From the beginning of the fiscal year on 1 October 2021 until the outbreak of the war in Ukraine, the German stock market index DAX fell slightly by -4.12%, the MDAX declined by -7.22 % over the same period, the SDAX fell by -14.24 %. The DATAGROUP stock, in turn, showed strong performance: The shares started trading with a price of EUR 79.20 on 1 October 2021 and increased to EUR 82.70 over the same period until 24 February 2022.
After the start of the Russian war of aggression against Ukraine, the capital markets were dominated by worries about global supply chains and inflationary fears. In particular, the strong increase in prices for mineral oil products and other energy-generating commodities as a result of the war in Ukraine and the associated strong changes of the global distribution flows for energy led to a strong increase in inflation rates in Germany. Prices for goods were up 17.2 % in September 2022 in comparison to September 2021.8
This was followed by a notable decrease of stock indices worldwide, the DAX plummeted from its peak of 16,271 points on 5 January 2022 to a low of 11,975 points on 29 September 2022.9 The DATAGROUP stock was unable to escape the general market development and dropped sharply in value despite outstanding financial figures. The stock's closing price was EUR 3.70 at the end of the fiscal year on 30 September 2022. The DATAGROUP stock thus came off slightly better than comparable companies from the peer group.
With its broadly diversified customer portfolio and the high proportion of long-term contracts with recurring income DATAGROUP has achieved another record year in terms of sales and earnings. The management believes that the Service-as-a-Product approach is increasingly appreciated by investors and customers and
8
https://www.destatis.de/DE/Presse/Pressemitteilungen/2022/10/PD22_438_611.html#:~:text=Waren%20verteuerten%20sich%20gegen%C3%BCber%20S eptember,merklich%20um%2023%2C3%20%25
9 https://www.finanzen.net/index/dax/charttool
the central production units provide advantages in quality and costs and are seen to be the origin of further productivity gains. Revenues have grown by an average of 13.1 % p.a. over the past ten years until today.
Alongside the normal course of operating business, discussions with investors focused on the direct and indirect consequences of the war in Ukraine. As a company with a regional approach both in sales and production, these consequences were barely noticeable: DATAGROUP produces most of its services in Germany, the customers are German SME companies. How to deal with increased threats of cyber-attacks has also been the subject of intensive discussion. DATAGROUP can boast a risk-reduced IT security and information security organization here.
As part of the rotational conference calls on quarterly figures, stakeholders were informed in detail about the current business performance. In the second half of the fiscal year, the discussion with investors was extended to assumptions on the possible impacts of the war in Ukraine and the resulting changes of the macro-economic environment for DATAGROUP. In detail, discussions focused on how to deal with increasing wage costs and cost of materials and the possibility to pass them on to customers as well as questions about the energy intensity of DATAGROUP.
DATAGROUP's market capitalization amounted to some EUR 448.3m at the end of the fiscal year compared to EUR 661.2m at the end of FY 2020/2021.
SHARE PERFORMANCE AFTER THE END OF THE FISCAL YEAR
The DATAGROUP share price has developed positively after the balance sheet date on 30 September 2022. The stock closed at a price of EUR 67.10 on 6 December 2022 in an overall volatile market environment.
IN A DIALOG WITH THE SHAREHOLDERS
The Management Board and the investor relations team of DATAGROUP SE maintain an extensive exchange with investors, analysts and representatives of the financial media. Transparent and continuous communication with the shareholders is an important concern for DATAGROUP. For this reason, DATAGROUP does not only seek to meet but to significantly exceed the disclosure requirements of the "SCALE", the segment for smaller and medium-sized companies in the "Basic Board" of the Deutsche Börse AG. For instance, DATAGROUP publishes comprehensive quarterly information – and also communicates through all media channels in both German and English. The latter is an essential advantage particularly for international investors, whose interest in DATAGROUP SE has significantly increased over the last few years.
On a regular basis, investors are given the opportunity to inform themselves on the company's current course of business at conferences, either in public presentations or individual meetings. As in the years prior to the coronavirus pandemic, DATAGROUP has again physically participated in numerous conferences of different banks, including Berenberg Pan European in Pennyhill Park (London), Berenberg and Goldman German Corporate Conference (Munich), Berenberg Tarrytown Conference (New York), Stifel Tech Conference (New York), Hauck & Aufhäuser Stock-Picker Summit (Berlin), CF&B Small- and Mid Cap Conference (Paris) and German Equity Forum (Frankfurt). Additionally, DATAGROUP took part in a number of virtual conferences and road shows.
DATAGROUP provides its shareholders with comprehensive information on the company's website. Additionally, business news are shared internationally on DGAP distribution services.
ESG REPORTING
The abbreviation "ESG" stands for "environmental, social, and governance" and covers all areas dealing with the company's environmental, social or corporate responsibility. Investors are increasingly concerned that the companies they are invested in also act responsibly. This primarily applies to compliance with social standards, sustainable and environmentally conscious management as well as the observation of the legal and de facto regulatory framework of good corporate governance. DATAGROUP has published an ESG Report since 2020. This report deals with the different aspects of lived corporate governance in human resources, environmental and social areas. However, as a company which is still family-owned for the most part, social and environmental responsibility is at the heart of DATAGROUP not only since the increasing spread of ESG investing. Countless initiatives for social and cultural commitment, for energy-efficient management and sustainable governance have been initiated by and together with employees of the DATAGROUP family. Interested readers can find the ESG Report under datagroup.de/esg.
ANALYST RECOMMENDATIONS
The DATAGROUP shares are covered by a number of research analysts. DATAGROUP is currently covered by the analysts of Baader Bank, Berenberg Bank, Hauck & Aufhäuser, M.M. Warburg Bank, Quirin Bank as well as Stifel Europe.
| Bank | Analyst | Recommendation | Price Target | Latest Change |
|---|---|---|---|---|
| Berenberg | Gustav Froberg | Buy | EUR 90.00 | 23.11.2022 |
| Hauck & Aufhäuser | Tim Wunderlich | Buy | EUR 125.00 | 23.11.2022 |
| Stifel | Yannik Siering | Buy | EUR 84.00 | 24.11.2022 |
| M.M.Warburg Co. | Andreas Wolf | Buy | EUR 80.00 | 22.11.2022 |
| Quirin Privatbank AG | Sebastian Droste | Buy | EUR 113.50 | 25.11.2022 |
| Baader Helvea | Knut Woller | Buy | EUR 85.00 | 25.11.2022 |
Overview of the analyst ratings (as of 25.11.202210
10 Source 02 DS Report HA.pfd Designated Sponsor Bericht by Hauck & Aufhäuser
SHAREHOLDER STRUCTURE AND DIRECTOR'S DEALINGS11
In addition to the long-standing main shareholder, HHS Beteiligungsgesellschaft mbH – the asset-managing investment holding of the family of Max H.-H. Schaber, the founder of DATAGROUP – the free float is mainly comprised of well-known institutional investors, family offices and, to a small extent, private investors.
The following reportable transactions ("Director's Dealings") took place in the fiscal year just ended:
| Date | Name | Position/status | Nature of the transaction |
Price in EUR |
Units |
|---|---|---|---|---|---|
| 09.09.2022 | Dr. Sabine Laukemann |
Management Board | Purchase | 14,700 | 245 |
ANNUAL GENERAL MEETING AND DIVIDEND
The Annual General Meeting took place on 10 March 2022 through a virtual shareholder portal, broadcast from the headquarters in Pliezhausen. Supervisory Board and Management Board were engaged in a discussion with the shareholders, explained the course of the last fiscal year and gave an outlook on the medium and long-term management objectives.
Most importantly, the shareholder representation set the seal on the move of the former CEO, Max H.-H. Schaber, to the Supervisory Board. Max H.-H. Schaber founded the company, initiated the IPO in 2006 and transformed the company into the leading IT service provider for German Mittelstand companies through 29 acquisitions. With the conclusion of the AGM, Andreas Baresel took over as Chief Executive Officer. He will lead the company to the future in tandem with Chief Financial Officer Oliver Thome, since 1 October 2021, and Dr. Sabine Laukemann, new member to the Board since 1 April 2022.
11 The notification was published via DGAP and is available on the website of DATAGROUP.
All items on the agenda were approved, it was decided to distribute a dividend of EUR 1 per share. The company distributed a total amount of EUR 8,331,459.00m to its shareholders12. The Management Board intends to continue the existing policy, which is characterized by dividend continuity and the objective to distribute a ratio of up to 40 % of the net profit.
For comprehensive information on the topic "Annual General Meeting" please visit the section "Annual General Meeting" on the DATAGROUP website (datagroup.de/hauptversammlung/). The Annual General Meeting for FY 2021/2022 is scheduled for 9 March 2023.
| Open Market and Scale segment of the Frankfurt stock | |
|---|---|
| Stock Exchange Segment | exchange |
| Ticker Symbol | D6H |
| WKN | A0JC8S |
| ISIN | DE000A0JC8S7 |
| Reuters | D6HG |
| Bloomberg | D6H GR |
| Frankfurt, XETRA, Stuttgart, Munich, Düsseldorf, Berlin | |
| Stock Exchanges | Bremen |
| Designated Sponsor | Hauck & Aufhäuser Privatbankiers |
| Total Number of Shares | 8,349,000 |
| Amount of the Share Capital | 8,349,000.00 EUR |
| Opening Price | 14 September 2006 |
| Issue Price | 3.20 EUR |
| Share value (as of 6 December 2022) | EUR 67.10 |
| Market capitalization (as of 6 December 2022) |
EUR 557.8m |
KEY TRADING DATA OF DATAGROUP
IN A DIALOG WITH FINANCIAL MEDIA
A large number of journalists have reported on the DATAGROUP stock and the company in the last fiscal year as well, both in print magazines such as Wirtschaftswoche, Handelsblatt, Stern, Focus, Focus Money, Zeit Campus, Der Aktionär, Börsen-Zeitung, Börse Online, Nebenwerte Journal, Euro am Sonntag, Effecten Spiegel and Südwest Presse and in numerous online publications.
12 Treasury shares held by the company are not eligible for dividend payment pursuant to § 71b AktG. Accordingly, there was no dividend paid for the company's 17,541 treasury shares.
5. Risks and Opportunities
DATAGROUP SE has a group-wide risk management for early identification of major corporate risks or those jeopardizing the company's continued existence. Management Board and Supervisory Board are regularly and promptly informed about any identifiable risk. Risk management is based on uniform risk catalogs, regular risk communication through risk reports and finally, central risk management and risk control. Risk management includes monitoring and control measures to be able to implement measures for the prevention and handling of risks in a timely manner. It is the aim of risk management to identify risks at an early stage, to assess and control them and to reduce them with targeted measures. For this reason, every business decision is taken against the background of the possible risks and opportunities associated with it.
RISK MANAGEMENT SYSTEM
It is the task of risk management to systematically assess risks with the help of a uniform risk catalog, regular risk communication through risk reports and finally, central risk management and risk control. Risk management includes monitoring and control measures to be able to implement measures for the prevention and handling of risks in a timely manner. Based on standardized early warning systems, the operating entities compile standardized half-yearly risk reports according to uniform risk catalogs. Risks are identified with the help of the risk catalog and assessed according to their extent and probability of occurrence. The consolidation of the risk reports, the assessment of risks and the development of measures are centrally managed by the parent company. The early warning systems include sales planning, liquidity planning, short-term income statement and a qualitative management summary. A separate risk assessment takes account of the specific risks arising from the acquisition of companies. The management is responsible for the implementation of the measures documented as part of the assessment at the level of the individual companies, while the Management Board is responsible at the level of the SE.
Alongside the risk factors mentioned in the "Risks" section, risks that are not yet known or risks that are currently assessed as being less significant could have an adverse effect on business activities.
OPPORTUNITIES MANAGEMENT
The dynamic market environment of information technology with its new trends and constant technological innovations regularly offers new opportunities. It is the task of Opportunities Management to seize these opportunities and eventually take advantage of them, and it lays the foundation for DATAGROUP's sustainable success and growth. Opportunities and risks are closely interlinked and therefore are also looked at in a holistic, integrated approach as part of the opportunities and risk management. Opportunities and risks are adequately accounted for both in the evaluation of market opportunities and in corporate planning. Opportunities management focuses on market and competitive analyses and the further development of the product portfolios. Opportunities management aims to analyze internal and external potential which may positively drive business development in a sustainable manner.
OPPORTUNITIES ARISING FROM AN INCREASING DIGITIZATION
Opportunities for DATAGROUP mainly arise from the continuing trend towards digitization and cloudification of the IT systems. More than ever before, the coronavirus pandemic has proven that decentralized work with
the help of cloud-based collaboration solutions has permanently changed the way we work and live. This new situation is worsened by the ongoing skills shortage and the resulting digitization and automation requirements (of processes in particular). Digitization of business processes and IT-based automation of processes and procedures will take the load off people in different areas of life. Digitization also means for companies that they remain competitive in an international comparison. The continuing trend towards digitization and cloudification of the IT systems not only in the private sector but also in public service is an opportunity for DATAGROUP to offer additional services to existing customers or acquire new customers for the comprehensive CORBOX service offering. DATAGROUP CORBOX services are continuously adjusted in order to meet the current requirements of the customers all around the subject of IT. One of these needs is to be able to address the current threat situation for IT systems. These threats are multifaceted and are becoming increasingly more complex. This is why the CORBOX Security service portfolio has been expanded by a broad range of information security services. DATAGROUP IT Security Services provide reliable protection against any kinds of threats thanks to modern and effective security concepts that are one step ahead of attackers.
Furthermore, the maintenance of secure IT operations poses a challenge to the SME companies which are addressed by DATAGROUP. The skills shortage in IT, which is expected to increase in the years to come, will intensify the trend and the necessity for outsourcing, which will have a positive impact on DATAGROUP's business.
OPPORTUNITIES ARISING FROM ACQUISITIONS
The market for IT services for Mittelstand companies is still strongly fragmented. Business owners are seeking security and stability and a safe harbor enabling them to integrate life's work in a meaningful way and develop it further. DATAGROUP offers a sustainable perspective in a strong network of affiliated companies, especially for mid-market IT companies. DATAGROUP continuously checks takeover offers which are brought to the attention of the company by M&A consultants or directly by business owners themselves. Additionally, DATAGROUP specifically addresses companies which may complement the portfolio.
BUSINESS-RELATED RISKS
Economic activity is associated with risks and opportunities. The risks described below are subject to the early risk detection system and are regularly monitored and controlled.
MARKET AND COMPETITIVE RISKS
The market for information technology is characterized by a strong competition that is expected to further intensify over the next few years. Alongside a large number of companies operating regionally or Gemanywide, major international companies provide IT services as well.
An intensification of competitive pressure on the market for information technology may lead to a squeeze-out of DATAGROUP by competitors, which would then lead to sales losses. A strengthening of customer relationships and customer satisfaction, successful sales efforts and high quality requirements to the company's own service portfolio are to secure DATAGROUP's position in the market. Overall, the risk arising from the competitive situation on the IT market is considered as negligible.
RISKS FROM THE RUSSIAN WAR IN UKRAINE
The Russian invasion of Ukraine does not only burden the prospects for the world economy but is also associated with political uncertainties. The consequences are sustained high prices for energy and commodities. It can clearly be seen that economic growth will slow down significantly in the countries of the European Union in particular. The global economic development had been robust before the outbreak of war. Russia's war of aggression against Ukraine and the sanctions taken against Russia now intensify the disruptions of global supply chains and increase inflationary pressure. Additionally, the high geo-political uncertainties will add a further burden on the real economy and the financial markets
The uncertainty about the economic impact of the war is extremely high at present. Germany's high dependence on Russian energy imports represents a considerable threat. It will be significantly influenced by the duration of the war, the impact of the sanctions already taken as well as further developments such as the suspension of Russian energy deliveries. A suspension of deliveries or an import embargo for Russian utilities cannot be excluded.
In view of the current political situation, there is a risk for the current forecast that the economic effects will continue to increase if the war lasts longer and tensions between the West and Russia intensify. A supply shortage, especially of natural gas, may lead to a further increase in energy prices. However, necessary arrangements in case of a shortage are likely to be associated with high costs.
There is an increased risk that the high inflation rates will persist. A combination of a further increase in energy prices and continuing delivery bottlenecks may further raise expectations of inflation, especially in the absence of further adequate monetary responses. In a worst-case scenario, this could lead to a decoupling of inflation expectations or strong second-round effects or even a wage-price spiral caused by high increases in prices for labor.
TECHNICAL AVAILABILITY OF THE SERVICES OFFERED
Business activities are supported by using modern information technologies. As such, the availability of the IT systems and the services offered by DATAGROUP as a provider of operational IT services are of particular importance. In a worst-case scenario, the vulnerability or failure of infrastructure components may bring operational procedures to a standstill at DATAGROUP, one of its subsidiaries or of a customer. If DATAGROUP were not – or not sufficiently – able to meet its delivery and service obligations in the future, there may be the risk of having to pay for damages from liability and warranty or penalties arising from breach of contract.
The performance quality and the proper order processing is reviewed by an internal project controlling on a regular basis. Stringent organization of operations and the use of suitable architectures ensure the highest possible degree of availability.
DATAGROUP has a holistic IT service management which in its core includes a state-of-the-art information security management system (ISMS). DATAGROUP ISMS is certified for selected DATAGROUP companies and services according to ISO/IEC 27001 and expanded by ISO/IEC 27018 with a focus on the protection of personal data in cloud environments. Additionally, the IT Operations Management of DATAGROUP Operations GmbH is certified according to ISO 27001 on the basis of IT Grundschutz (BSI). All central IT platforms are operated in a so-called colocation model in mirrored data centers in Frankfurt and Düsseldorf. The data centers in Frankfurt and Düsseldorf as well as all DATAGROUP locations in the scope are audited on an annual basis according to ISO 27001, the internationally recognized standard. "DATAGROUP IT Service Management", the management system for the comprehensive business process, is reviewed once a year in
internal and external audits according to the international standard ISO 20000. This includes all services in the service catalog with all its processes and functions. The most recent recertification by TÜV Süd Management Services GmbH was successfully completed in September 2021.
For the sake of additional protection against business risks there is an insurance protection for business interruptions both for our own company and for customers, which is regularly assessed for relevance by management.
IT SECURITY / CYBER SECURITY
Based on a large increase in the number of cyber-attacks, DATAGROUP continuously strengthens its efforts to protect its resources, systems and data both in relation to the proprietary IT and the operated customer systems. In addition to regular penetration tests, DATAGROUP has massively expanded the IT Service Management structure and the embedded security mechanisms over the last years. A fraudulent or malicious endangerment to IT security or a cyber-attack to the systems of DATAGROUP, one of its subsidiaries or one of the customer systems looked after by DATAGROUP cannot be guaranteed and may have considerable adverse effects on DATAGROUP and its customer and performance relationships as well as on the reputation and may also result in massive legal and financial risks.
RISKS ARISING FROM TECHNOLOGICAL CHANGES
The technological environment in which DATAGROUP is active is subject to constant changes, particularly caused by the development of new technologies, e.g. the provisioning of infrastructure services or of software with the help of Cloud technologies. Business applications are increasingly becoming mobile and are used on different end devices. The portfolio of applications and solutions used by customers is continuously expanded. DATAGROUP constantly strives to adapt its service portfolio to the customers' changing needs and to adapt the corresponding qualifications of the employees as well. The risk of a disruptive change of the technological environment is currently regarded as negligible.
FINANCIAL RISKS
The major financial risks include liquidity and bad debt losses as well as interest rate risks.
DATAGROUP hedges its solvency and financial flexibility through liquidity reserves in the form of cash and credit lines. A regular liquidity planning ensures that enough financial funds are available. All subsidiaries are part of a central liquidity planning securing the Group's solvency. Liquidity risks are estimated to be low. At the balance sheet date, DATAGROUP had cash and cash equivalents of TEUR 47,042.
The Group's default risks associated with receivables are closely monitored at any time, especially under consideration of the current economic developments. These risks are currently classified as manageable, especially since a major part of revenue is generated with public authorities as well as other customers which the Management Board considers as solid and solvent. Additionally, the default risk is secured by credit assessment programs. The customers go through the credit assessment program – as a result of which the bad debt losses are at low levels. Bad debt losses amounted to TEUR 104 in the fiscal year.
In view of the recent interest rate increases by the central banks, the development of the interest rate level can have an impact on the financing costs in the DATAGROUP Group. To secure the favorable interest level DATAGROUP placed promissory note loans with an overall volume of TEUR 69,000 in April 2019, which have a term of up to seven years and fixed interest rates for the most part. Furthermore, DATAGROUP is in an
active and regular exchange with financing partners to ensure flexible responses with possible financing instruments in line with the market.
Pension obligations carried as liabilities represent a long-term obligation which will lead to a significant cash outflow in periods to come. The Group will have to provide these liquid funds at a given time. Based on the long-term nature and the complexity of the assessment, these pension obligations are subject to a large number of estimates and assumptions. This in turn leads to the risk of having to increase the obligation going forward.
RISKS ARISING FROM THE CUSTOMER STRUCTURE
In the past, DATAGROUP successfully concluded transactions with major customers. A risk arises from the dependence on important major customers and their business development. These risks are primarily associated with the DATAGROUP companies that are active in the financial services sector. This risk is controlled by a special key account management which allows early identification of negative trends in the customer relationship and taking countermeasures. Furthermore, a target-oriented marketing strategy and the launch of innovative new products and services aim to broaden the customer base. Additionally, DATAGROUP focuses on a heterogeneous customer structure across all industries.
The strong expansion of DATAGROUP BIT Düsseldorf GmbH and the acquisitions of DATAGROUP BIT Hamburg GmbH and DATAGROUP BIT Oldenburg GmbH have significantly increased the revenue share with customers in the financial services sector. These customers are closely monitored and supervised by the Management Board in cooperation with the executive boards to identify possible emerging risks as early as possible and to counter these risks. Nonetheless, the loss of one or several of these key accounts may adversely affect net assets or the financial position of the Group at least in the short term. Risks arising from the services provided, incorrect price calculation and from the development of the personnel and operating costs in these customer situations may lead to adverse effects on net assets, financial position, and results of operations.
SUPPLIER RISK
As an IT service provider offering IT products, DATAGROUP cooperates with suppliers of technical components and other service providers. Delivery risks, especially supply bottlenecks, cannot be excluded when taking into account that supply chains are disrupted globally in some sectors as a result of the Covid-19 pandemic and Russia's war of aggression against Ukraine. These supply bottlenecks may adversely affect the availability of hardware components and may lead to longer delivery times, price increases, changes in the product strategy or other negative effects for DATAGROUP. Delivery risks are hedged by a professional procurement management and a contractual protection of the delivery and service chain. There may be negative impacts on the profitability of the DATAGROUP companies if the advantageous procurement conditions associated with the membership in the Computer Compass purchasing organization would cease to exist. There is currently no evidence suggesting that this is the case, so the risk – particularly in view of an increasing proportion of services in the DATAGROUP Group – can be regarded as low.
HUMAN RESOURCES RISKS
Risks may result from potential fluctuations of employees and managers in key positions. The undesired resignation of managers and employees can have an adverse effect on DATAGROUP, one of its subsidiaries or on customer relationships unless measures are taken to attract qualified and suitable candidates in due
course and at fair market conditions. For this reason, the employees' motivation, retention and development are important targets of employee management and the personnel policy within the DATAGROUP Group. The risk of a material adverse impact on business development caused by the loss of top performers is currently regarded as low on the basis of the high staff retention and the personnel fluctuation in the past years.
Other risks related to personnel management may result from the lack of qualified personnel in the IT industry with a corresponding increase in wage costs. Digitization in the German economy and administration still drives demand for qualified staff. Lastly, there is the risk that the rising prices and inflation tendencies, which are felt to an increasing extent, will lead to a general wage inflation. With a view to these developments, DATAGROUP and its consolidated companies continue to use their best efforts to retain employees over the long term. To this end, the company has developed the so-called DATAGROUP Career Box. It summarizes the pathway to join as well as the development and career options at DATAGROUP and points out opportunities for advancement for all employees. This is a key element to maintain and continuously improve the performance of DATAGROUP.
LEGAL RISKS
The entities of the DATAGROUP Group may have to face judicial and extrajudicial third-party claims within the scope of business operations. At present, there are no current or foreseeable legal or arbitration proceedings that may influence the economic position of the Group. Overall, the legal risks are regarded as low.
RISKS ARISING FROM A GLOBAL PANDEMIC
A possible deterioration of the Covid-19 pandemic, the occurrence of new variants or other viruses may also present latent risks for DATAGROUP. DATAGROUP has taken numerous measures since the onset of the pandemic to protect customers and employees and to maintain business continuity and has adequately adapted these measures on a regular basis to the respective occurrence of infection. Thanks to the high degree of digitization within the company DATAGROUP was able to continue business without any restrictions even in phases of lockdown. A major part of the DATAGROUP employees have the possibility to work from home and to carry out their tasks without any changes. The spread of the Omicron variant of the coronavirus (SARS-CoV-2) led to new peaks regarding new infections in Germany. However, the economic impacts of the pandemic waves are lower. Nonetheless, there is still the risk that business activities are affected by the ongoing pandemic, for instance due to increased insolvencies among customers, regulatory restrictions leading to disruptions in performance or a decline in demand for certain services. A destabilization of the political systems as well as changes of monetary policy as a consequence of a pandemic may potentially lead to negative macro-economic developments and thus to reduced investment activities, which may have an adverse impact on the business of DATAGROUP.
OVERALL ASSESSMENT OF THE RISK SITUATION
There were no risks to the continued existence of DATAGROUP in FY 2021/2022. From the current standpoint, there is also no indication of future risks that could jeopardize the continued existence of the company or have a sustainable negative impact on net assets, financial position, and results of operations.
6. Outlook
DEVELOPMENT OF THE MACRO-ECONOMIC ENVIRONMENT
The high inflation rates caused by the strong increase in prices for mineral oil products and other energygenerating commodities as a result of the war in Ukraine reduce the real income of private households and, consequently, lead to consumer restraint.13 Prices for goods were up 17.2 % in September 2022 in comparison to September 2021.14 Persistent difficulties in the supply chains for commodities and intermediate products are a challenge for the manufacturing sector – whilst demand declines on the back of increasing prices. That said, production is not expected to fall dramatically despite a decline in incoming orders since the companies' order situation is still extraordinarily good. This should also be the reason for an only moderate reduction of the business climate expectations for the industry and the industry-related service providers over the past months.
According to the ifo economic forecast, the GDP in Germany is expected to grow by 1.6 % in 2022. A decline of 0.3 % is expected for 2023.15 The German government likewise expects economic output to decrease in 2023.16 Prices are foreseen to increase by 8.1 % in 2022 and by 9.3 % in 2023. One reason is that utilities adopted their prices to higher procurement costs at the beginning of 2023, which reduces the consumers purchasing power. The measures from the third relief package of the German government are unlikely to fully compensate for this increase. Nevertheless, the ifo Institute expects the price inflation to slow down in the course of 2023. However, the conclusion of new collective agreements and the adjustment of wages will prevent a reduction in the inflation rate.17
BUSINESS DEVELOPMENT AND STRATEGY
The Management Board believes that DATAGROUP is very well positioned with its CORBOX full outsourcing offer and the consulting and solutions specialists to continue to grow profitably. DATAGROUP combines a highly standardized service production at the highest quality level, which is certified according to ISO 20000, with the personal proximity and reliability of a large Mittelstand company. This combination is appreciated particularly by customers of upper Mittelstand companies and results in a high competitiveness. In the next fiscal year, DATAGROUP will maintain its objective to further expand its position as a leading IT service provider for German Mittelstand companies with the highest customer satisfaction. The Group continues its steady investments in the further development and renewal of the CORBOX portfolio, for instance to meet the requirements of customers in the context of so-called hybrid and multi-cloud models.
Thanks to the centralization and standardization of the production units and the further digitization and automation of production and business processes, DATAGROUP expects to achieve cost savings and to further improve and harmonize the production processes.
DATAGROUP will continue to examine possibilities for the acquisition of companies. The focus primarily lies on smaller Mittelstand service providers which complement the company's existing footprint due to their local presence to strengthen the customer portfolio. Acquisitions are also conceivable to complement the existing
14 https://www.destatis.de/DE/Presse/Pressemitteilungen/2022/10/PD22\_438\_611.html
16 https://www.bmwk.de/Redaktion/DE/Schlaglichter-der-Wirtschaftspolitik/2022/11/03-im-fokus.html
range of services from a reasonable technological perspective. The Management Board will examine takeover possibilities with great care.
FINANCIAL DEVELOPMENT
Looking ahead to the new fiscal year, the Management Board of DATAGROUP is cautiously optimistic. Apart from the manifold uncertainties in relation to the economic uncertainties above, the risk-adverse approach of DATAGROUP will continue to ensure the continuation of a consistent and profitable management. Long-term service contracts for IT operations continue to be one of the major strategies of DATAGROUP for sustainable business: Cyclical project business that is fraught with risks as well as cluster risks in the customer structure are being avoided. The corporate structure with numerous regional companies helps DATAGROUP to remain close to the customer. Business is focused on recurring IT operating services with solid Mittelstand companies and public authorities in long-term contract relationships. Even though it is difficult to assess the macroeconomic prospects at present, the management currently anticipates a further solid increase in revenue and a slight improvement in profitability (i.e. EBITDA and EBIT in comparison to the previous year) for the next fiscal year 2022/2023. No assessment can be made at present as to how far extraordinary special effects from the current slowdown of the economy, which are not yet visible - such as increased company insolvencies may have a negative impact on the results.
HISTORIC DEVELOPMENT OF FORECASTS
DATAGROUP's Management Board is constantly monitoring the progress of ongoing activities, the development in the IT sector as well as the general macro-economic situation. Taking account of the opportunities and risks that are currently relevant for the company is another component of the forecast development.
This is the basis on which the Management Board traditionally provides a first outlook for the next fiscal year at the Annual General Meeting. If the Management Board gains knowledge of any changes during the fiscal year that may have a substantial impact on the company's forecast, it will be adjusted accordingly by the management. The next forecast is expected to be announced at the Annual General Meeting on 9 March 2023.
At the virtual Annual General Meeting on 10 March 2022, the Management Board announced a revenue target of EUR 480–500m, EBITDA of EUR 72–75m and EBIT of EUR 39–42m. The current financial figures have either met or surpassed the guidance of the Management Board in all key metrics. The primary reason for this is a more positive development of individual revenue streams, especially new acquisitions.
*Sales forecast was suspended on 27 April 2020 due to Covid-19
** Original guidance EUR 410–430m, increase to EUR >440m on 25.05.2021
Diagram: Comparison of forecast and revenue in EUR m
*Sales forecast was suspended on 27 April 2020 due to Covid-19
** before risk provisions
*** Original guidance EUR 56–58m, increase to EUR >61m on 25.05.2021
Diagram: Comparison of forecast and EBITDA in EUR m
7. Internal Corporate Management System
The key instrument for the Group's corporate management is a so-called "rolling forecast" system for sales planning and monitoring of revenues and contribution margins. In connection with a monthly income statement, this system generally allows a sufficiently accurate prediction of the projectable revenue situation. Current projectable costs and investments are adjusted on the basis of these monthly data to be able to meet the planned corporate results. Furthermore, consolidated accounts are prepared in a simplified form every month.
Liquidity planning, which is prepared on a weekly basis for the entire Group, serves to provide an overview of the liquidity level determined within the DATAGROUP Group and the individual group companies, as well as the control of the expected liquidity development. Weekly liquidity planning is based on a planning horizon of at least one month. Medium-term planning of financial resources exceeding this horizon is prepared as needs arise.
8. Other Information
EMPLOYEES
In FY 2021/2022 DATAGROUP employed on average 3,091 people (previous year 2020/2021 2,825). On 30 September 2022, the number of employees totaled 3,117 (3,068 on 30 September 2021). Including management and apprentices, the headcount totaled 3,340 on 30 September 2022.
DATAGROUP traditionally is very committed to recruit and support junior employees. On 30 September 2022, the company employed a total of 149 apprentices (144 on 30 September 2021), particularly in the apprenticeship occupations of qualified IT specialist for system integration and application development, as well as management assistant in IT systems.
RESEARCH AND DEVELOPMENT ACTIVITIES
Experience and specific expertise gained in customer projects and through active observation of IT markets are used in a value-added way for the development of internal customized innovations. DATAGROUP reacts sensitively to new requirements from customers and the market. This leads to own product solutions, particularly in the Solutions and Consulting segment, such as the DATAGROUP BAföG process (process to assist authorities in offering student loans).
ADJUSTMENTS TO THE GROUP STRUCTURE
In the period under review, the scope of consolidation has been further expanded by the acquisitions of Hövermann IT and the initial consolidation of Cloudeteer and Almato Iberia S.L.
Under a purchase agreement dated 26 April 2022, 100 % of the shares in the Hövermann IT subsidiaries, Hövermann IT-Gruppe GmbH, Hövermann ERP-Consulting GmbH and Hövermann Rechenzentrum UG (limited liability) were acquired. DATAGROUP SE achieved control of the companies after payment of the basic purchase price on 4 May 2022. The reference date for initial consolidation is 1 May 2022.
Hövermann is an IT service provider which is running its own data center and has acknowledged expertise in SAP Business One, an SAP ERP solution focused on Mittelstand companies. With a staff of some 55 employees, the company is focused on small and mid-sized corporate customers, which are currently mainly based in Lower Saxony and North Rhine-Westphalia with its headquarters in North Rhine-Westphalia. Hövermann IT is a larger full-service provider in its region, providing IT services, IT consulting and being expert in SAP Business One. A company of Hövermann IT has been a certified Gold Partner at SAP and Microsoft for many years and thus strengthens these skills within the DATAGROUP Group.
Under a purchase agreement dated June 22, 2020, DATAGROUP SE acquired 24 % of the shares in Cloudeteer. As part of the purchase agreement, DATAGROUP also purchased option agreements for the acquisition of all the remaining shares. The acquisition of further 27 % of the shares was effected in July 2022 through the exercise of one of the option agreements. The still outstanding shares of two times 24.5 % can be acquired by DATAGROUP SE through the exercise of further call options during the period from 1 January 2024 to 31 December 2026. The exercise is not subject to any further conditions, DATAGROUP SE has not entered into any commitments. Importantly, the possible seller cannot object to the use of the option. The rules
for the determination of the purchase price for the 24.5 % shares are laid down in the option agreements. Minority shares of 49% in Cloudeteer are recognized in consolidated equity.
DATAGROUP SE achieved control of the company after conclusion of the initial purchase agreement and the payment of the purchase price for the 24 % stake on 2 July 2020. The company was not included in the consolidated financial statements in the years 2020 and 2021 due to absence of materiality. This assessment has changed by now. The company will be initially included in the consolidated financial statements as at 1 October 2021 by way of full consolidation.
Under a purchase agreement dated 15 August 2019, DATAGROUP Mobile Solutions AG – today Almato AG – acquired 100 % of the shares in IT-Digitalizacion 4.0 Industrial Internacional S.L. – today Almato Iberia S.L. The company primarily provides IT services for Almato AG and other companies of the DATAGROUP Group. Almato AG achieved control of the company in August 2019. The company was not included in the consolidated financial statements from 2019 to 2021. The company will be initially included in the consolidated financial statements as per 1 October 2021 by way of full consolidation.
DEPENDENCY REPORT
The Management Board compiled a report for FY 2021/2022 about relationships to affiliated companies in accordance with section 312 of the German Companies Act (AktG), which contains the following conclusion:
"We declare that according to the circumstances known to us at the time the legal transaction was executed, or the measure was implemented or omitted, our company received appropriate consideration for every legal transaction and has not been disadvantaged by the implementation or omission of any measure."
Pliezhausen, 15 December 2022 DATAGROUP SE
Andreas Baresel Chief Executive Officer
Oliver Thome Chief Financial Officer
Dr. Sabine Laukemann Chief Human Resources Officer, Strategy and Organization