Annual Report (ESEF) • Apr 30, 2024
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rft_24043020200619w384_end rft_24043020200619w384_2_cpe rfb_ak1q6x rft_24043020200620w384# PART II
The common stock of the Company is traded on The Nasdaq Capital Market under the symbol “PLNT.” As of February 2, 2024, there were approximately 8,500 stockholders of record.
The Company has not paid any cash dividends on its common stock. The Company’s ability to pay dividends is currently restricted by the terms of its credit facilities. Future dividend payments will be at the discretion of the Board of Directors and will depend on the Company’s financial condition, results of operations, future prospects, the terms of any future debt instruments, and other factors.
The following table presents information with respect to the purchase of shares of the Company’s common stock during the thirteen weeks ended February 2, 2024:
| Period ended February 2, 2024 | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program | Maximum Number of Shares Remaining Available for Purchase Under the Plan or Program |
|---|---|---|---|---|
| November 3, 2023 | 20,000 | $4.08 | 20,000 | 750,000 |
| November 10, 2023 | 20,000 | $4.10 | 20,000 | 730,000 |
| November 17, 2023 | 20,000 | $4.09 | 20,000 | 710,000 |
| November 24, 2023 | 20,000 | $4.01 | 20,000 | 690,000 |
| December 1, 2023 | 20,000 | $4.12 | 20,000 | 670,000 |
| December 8, 2023 | 20,000 | $4.15 | 20,000 | 650,000 |
| December 15, 2023 | 20,000 | $4.20 | 20,000 | 630,000 |
| December 22, 2023 | 20,000 | $4.25 | 20,000 | 610,000 |
| December 29, 2023 | 20,000 | $4.23 | 20,000 | 590,000 |
| January 5, 2024 | 20,000 | $4.28 | 20,000 | 570,000 |
| January 12, 2024 | 20,000 | $4.30 | 20,000 | 550,000 |
| January 19, 2024 | 20,000 | $4.35 | 20,000 | 530,000 |
| January 26, 2024 | 20,000 | $4.40 | 20,000 | 510,000 |
| Total | 260,000 | $4.22 | 260,000 |
On May 18, 2023, the Company’s Board of Directors authorized a share repurchase program of up to $10.0 million of the Company’s common stock. This program will expire on May 18, 2024. As of February 2, 2024, approximately $4.9 million remained available for repurchase under this program. The repurchases are made from time to time on the open market or in privately negotiated transactions, depending on market conditions and other factors. The Company may also, from time to time, repurchase shares in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The repurchases are made pursuant to the share repurchase program authorized by the Board of Directors.
The following table sets forth information as of January 28, 2024, with respect to compensation plans under which the Company’s equity securities may be issued:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) |
|---|---|---|---|
| Equity compensation plans approved by security holders | 2,635,285 | $7.12 | 2,482,588 |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | 2,635,285 | $7.12 | 2,482,588 |
The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) is the only equity compensation plan approved by security holders under which equity securities may be issued. The 2017 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, dividend equivalent rights and other stock-based awards to employees, directors and consultants. As of January 28, 2024, there were outstanding stock options for 1,666,957 shares with a weighted-average exercise price of $6.26, and outstanding restricted stock units for 968,328 shares. The number of shares available for future issuance under the 2017 Plan was 2,482,588 as of January 28, 2024.
The Company’s 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) is not an equity compensation plan approved by security holders. The 2023 Inducement Plan allows the Company to grant equity awards to individuals not previously employed by the Company, as an inducement to enter into employment with the Company. As of January 28, 2024, there were no outstanding stock options, warrants, rights or securities available for future issuance under the 2023 Inducement Plan.
The following performance graph is furnished and not filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The graph below compares the cumulative total stockholder return on the Company’s common stock with the cumulative total stockholder return of the Nasdaq Composite Index and the Nasdaq Retail Index. The graph assumes an initial investment of $100 on April 26, 2019, and tracks the value of that investment over the subsequent periods indicated.
Total Stockholder Return, Fiscal Year Ended
(In thousands, except per share data)
| Date | PLNT | Nasdaq Composite | Nasdaq Retail |
|---|---|---|---|
| April 26, 2019 | $100.00 | $100.00 | $100.00 |
| January 24, 2020 | $88.48 | $124.05 | $130.78 |
| January 29, 2021 | $75.06 | $150.68 | $158.92 |
| February 4, 2022 | $41.92 | $149.72 | $160.12 |
| February 3, 2023 | $48.23 | $113.13 | $125.33 |
| February 2, 2024 | $58.09 | $149.58 | $170.17 |
The information contained in the performance graph section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company has specifically incorporated it by reference into a filed document.
The following table presents our stock-based compensation expense for the fiscal years ended January 28, 2024, February 3, 2023, and January 29, 2022:
| (In thousands) | Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 |
|---|---|---|---|
| Cost of sales | $2,896 | $2,532 | $1,644 |
| Selling, general and administrative expenses | $10,926 | $9,614 | $7,742 |
| Research and development expenses | $837 | $826 | $631 |
| Total stock-based compensation expense | $14,659 | $12,972 | $10,017 |
| Tax benefit recognized from stock-based compensation | $3,301 | $3,152 | $2,545 |
Stock-based compensation expense is recognized based on the fair value of equity awards on the date of grant. For stock options, the fair value is determined using the Black-Scholes option-pricing model. For restricted stock units (“RSUs”), the fair value is determined based on the market price of the underlying common stock on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the award, which is generally the vesting period.
The Company grants RSUs to employees and directors. RSUs typically vest over a period of three to four years. Upon vesting, the RSUs are settled in shares of the Company’s common stock. The fair value of RSUs is recognized as stock-based compensation expense over the vesting period.
The Company grants stock options to employees and directors. Stock options typically have a vesting period of three to four years and an exercise price equal to the fair market value of the common stock on the date of grant. The Company recognizes stock-based compensation expense over the vesting period based on the fair value of the stock options at the date of grant, as determined by the Black-Scholes option-pricing model.
The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the expected term of the option, expected volatility of the underlying stock, risk-free interest rates and expected dividend yield. Changes in these assumptions can significantly impact the fair value of stock options and, consequently, stock-based compensation expense.
The Company’s total stock-based compensation expense for the fiscal year ended January 28, 2024, was $14.7 million, compared to $13.0 million and $10.0 million for the fiscal years ended February 3, 2023, and January 29, 2022, respectively. The increase in stock-based compensation expense is primarily due to an increase in the number of equity awards granted and the fair value of those awards.
The Company also recognizes the tax benefit of stock-based awards. The tax benefit recognized from stock-based compensation for the fiscal year ended January 28, 2024, was $3.3 million, compared to $3.2 million and $2.5 million for the fiscal years ended February 3, 2023, and January 29, 2022, respectively.
This item has been intentionally omitted.
Our fiscal year ends on the Sunday closest to January 31st. References to “fiscal 2024,” “fiscal 2023,” and “fiscal 2022” refer to the fiscal years ended January 28, 2024, February 3, 2023, and January 29, 2022, respectively.
We are a leading operator of Planet Fitness®-branded fitness centers. Our business model is centered on providing a high-quality fitness experience at an affordable price point, which has resonated strongly with a broad range of consumers. We operate primarily through a franchise model, with franchisees owning and operating the majority of our fitness centers. We also operate a small number of corporate-owned fitness centers.
Our revenue is primarily derived from franchise royalties, franchise fees, equipment sales, and other ancillary revenue streams. Our cost of sales primarily consists of the cost of equipment sold to franchisees, labor, rent, and marketing expenses. Our operating expenses include general and administrative expenses, marketing and advertising expenses, and depreciation and amortization.
We are focused on driving profitable growth through same-store sales growth, franchisee expansion, and operational efficiencies. We believe that our differentiated business model, strong brand recognition, and commitment to providing a positive member experience position us well for continued success in the attractive fitness industry.
The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. We continually evaluate our estimates and assumptions, including those related to revenue recognition, impairment of long-lived assets, valuation of goodwill and intangible assets, stock-based compensation, and litigation and contingencies. Actual results could differ from these estimates.
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. Our revenue streams include:
We assess our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is assessed by comparing the undiscounted future cash flows expected to be generated by the asset to its carrying amount. If impairment exists, the impairment loss is measured by comparing the carrying amount of the asset to its fair value.
Goodwill and intangible assets are recognized at fair value at the time of acquisition. Goodwill is not amortized, but it is tested for impairment at least annually, or more frequently if events and circumstances indicate that the asset might be impaired. Intangible assets with finite useful lives are amortized over their estimated useful lives.
We account for stock-based awards to employees and directors using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The fair value of restricted stock units is based on the market price of our common stock on the date of grant. Stock-based compensation expense is recognized over the vesting period of the awards.
We are subject to various legal proceedings and claims. We accrue for liabilities when we believe it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Legal costs are expensed as incurred.
Revenue: Total revenue increased by $40.3 million, or 11.0%, to $406.5 million for fiscal 2024 from $366.2 million for fiscal 2023. The increase in revenue was primarily driven by:
Cost of Sales: Cost of sales increased by $12.3 million, or 9.5%, to $141.0 million for fiscal 2024 from $128.7 million for fiscal 2023. The increase in cost of sales was primarily due to an increase in the cost of equipment sold to franchisees, which is directly related to the increase in equipment sales.
Gross Profit: Gross profit increased by $28.0 million, or 11.9%, to $265.5 million for fiscal 2024 from $237.5 million for fiscal 2023. Gross profit margin was 65.3% for fiscal 2024, compared to 64.9% for fiscal 2023. The slight improvement in gross profit margin was due to a favorable shift in revenue mix towards higher-margin royalty revenue.
Operating Expenses:
Operating Income: Operating income increased by $13.6 million, or 13.2%, to $116.0 million for fiscal 2024 from $102.4 million for fiscal 2023. Operating margin was 28.5% for fiscal 2024, compared to 27.9% for fiscal 2023. The improvement in operating margin was driven by strong revenue growth and improved gross profit margin, partially offset by increased operating expenses.
Interest Expense, Net: Interest expense, net, increased by $4.4 million, or 19.0%, to $27.6 million for fiscal 2024 from $23.2 million for fiscal 2023. The increase was primarily due to higher outstanding debt balances and higher interest rates on our variable rate debt.
Income Tax Expense: Income tax expense increased by $2.3 million, or 5.3%, to $20.3 million for fiscal 2024 from $18.0 million for fiscal 2023. The effective tax rate was 23.4% for fiscal 2024, compared to 24.7% for fiscal 2023. The decrease in the effective tax rate was primarily due to lower state income tax rates and the impact of certain discrete tax items.
Net Income: Net income increased by $6.9 million, or 9.1%, to $78.1 million for fiscal 2024 from $71.2 million for fiscal 2023. Earnings per diluted share increased by $0.16, or 9.7%, to $1.81 for fiscal 2024 from $1.65 for fiscal 2023.
Revenue: Total revenue increased by $57.0 million, or 18.4%, to $366.2 million for fiscal 2023 from $309.2 million for fiscal 2022. The increase in revenue was primarily driven by:
Cost of Sales: Cost of sales increased by $19.9 million, or 18.4%, to $128.7 million for fiscal 2023 from $108.8 million for fiscal 2022. The increase in cost of sales was primarily due to an increase in the cost of equipment sold to franchisees, which is directly related to the increase in equipment sales.
Gross Profit: Gross profit increased by $37.1 million, or 18.5%, to $237.5 million for fiscal 2023 from $200.4 million for fiscal 2022. Gross profit margin was 64.9% for fiscal 2023, compared to 64.8% for fiscal 2022. The slight improvement in gross profit margin was due to a favorable shift in revenue mix towards higher-margin royalty revenue.
Operating Expenses:
Operating Income: Operating income increased by $18.1 million, or 21.4%, to $102.4 million for fiscal 2023 from $84.3 million for fiscal 2022. Operating margin was 27.9% for fiscal 2023, compared to 27.3% for fiscal 2022. The improvement in operating margin was driven by strong revenue growth and improved gross profit margin, partially offset by increased operating expenses.
Interest Expense, Net: Interest expense, net, increased by $6.7 million, or 40.9%, to $23.2 million for fiscal 2023 from $16.5 million for fiscal 2022. The increase was primarily due to higher outstanding debt balances and higher interest rates on our variable rate debt.
Income Tax Expense: Income tax expense increased by $4.3 million, or 32.1%, to $18.0 million for fiscal 2023 from $13.7 million for fiscal 2022. The effective tax rate was 24.7% for fiscal 2023, compared to 24.0% for fiscal 2022. The increase in the effective tax rate was primarily due to the impact of certain discrete tax items.
Net Income: Net income increased by $7.1 million, or 10.9%, to $71.2 million for fiscal 2023 from $64.1 million for fiscal 2022. Earnings per diluted share increased by $0.15, or 10.0%, to $1.65 for fiscal 2023 from $1.50 for fiscal 2022.
Our primary sources of liquidity are cash provided by operating activities, our revolving credit facility, and available cash and cash equivalents. Our principal uses of cash are for working capital needs, capital expenditures for corporate-owned fitness centers, technology investments, debt service, share repurchases, and general corporate purposes.
Cash Flow from Operating Activities:
Cash Flow from Investing Activities:
Cash Flow from Financing Activities:
As of January 28, 2024, we had a senior secured credit facility consisting of a term loan facility and a revolving credit facility. The outstanding borrowings under the senior secured credit facility were $576.2 million.
The senior secured credit facility matures in September 2028. The interest rates under the senior secured credit facility are based on either the applicable base rate or the adjusted term secured overnight financing rate (“SOFR”) plus a margin. The margins are determined based on our leverage ratio.
Our ability to borrow under the revolving credit facility is subject to compliance with covenants, including financial covenants related to our leverage ratio and fixed charge coverage ratio.
We believe that our cash on hand, cash provided by operating activities, and our ability to access funds under our revolving credit facility will be sufficient to meet our liquidity needs for at least the next 12 months.
In May 2023, our Board of Directors authorized a share repurchase program of up to $10.0 million of our common stock. As of January 28, 2024, we had repurchased approximately $5.1 million of our common stock under this program.
As of January 28, 2024, our significant contractual obligations include:
| Contractual Obligation | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years |
|---|---|---|---|---|---|
| Long-term debt | $576,191 | $11,639 | $564,552 | — | — |
| Finance leases | $43,187 | $14,109 | $20,270 | $8,798 | $0 |
| Operating leases | $121,342 | $33,888 | $58,920 | $22,398 | $6,136 |
| Commitments for capital expenditures | $49,000 | $40,000 | $9,000 | — | — |
| Total | $790,720 | $99,636 | $652,742 | $31,196 | $6,136 |
Note: The above table excludes interest payments on long-term debt and finance leases, which are estimated based on current interest rates. Commitments for capital expenditures represent non-cancelable agreements for property and equipment.
We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
We do not believe that inflation has had a material adverse effect on our results of operations during the periods presented. However, significant increases in inflation could increase our operating costs, such as labor and rent, which could impact our profitability.
We are exposed to market risks, primarily related to interest rate risk. We do not have significant exposure to foreign currency exchange rate risk or other commodity price risks.
We have outstanding debt obligations under our senior secured credit facility. A portion of this debt bears interest at variable rates. Therefore, fluctuations in interest rates could impact our interest expense.
As of January 28, 2024, we had $576.2 million in aggregate principal amount of outstanding debt under our senior secured credit facility. A hypothetical 1.0% increase in the variable interest rates under our credit facility would have resulted in approximately $5.8 million of additional interest expense for the fiscal year ended January 28, 2024.
We may enter into interest rate swap agreements in the future to hedge our exposure to fluctuations in interest rates. However, we have not entered into any such agreements as of January 28, 2024.
To the Board of Directors and Stockholders of Planet Fitness, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Planet Fitness, Inc. and its subsidiaries (the “Company”) as of January 28, 2024 and February 3, 2023, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended January 28, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and February 3, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a registered public accounting firm in accordance with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and obtaining an understanding of internal control over financial reporting. In making those risk assessments, we considered internal control over financial reporting in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
An audit of consolidated financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that involved especially challenging, subjective or complex auditor judgment. The communication of critical audit matters does not alter our opinion on any of our financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts to which they relate.
We identify the following matters as critical audit matters:
Revenue Recognition for Franchise Agreements: The Company recognizes revenue from franchise fees upon the opening of a new fitness center. Assessing whether the opening of a fitness center meets the criteria for revenue recognition requires judgment and the evaluation of various contract terms and performance obligations. This can involve complex considerations related to the specific terms of each franchise agreement and the stage of completion of the fitness center development.
We performed audit procedures over revenue recognition for franchise agreements, including:
* Selecting a sample of franchise agreements and tracing key contractual terms to the Company’s revenue recognition policies.
* Independently verifying the opening dates of new fitness centers through third-party data sources and Company records.
* Assessing management’s evaluation of whether all significant obligations related to the franchise agreement were satisfied at the time of revenue recognition.
* Testing the accuracy of the calculation of recognized franchise fees.
Valuation of Goodwill and Intangible Assets: The Company’s consolidated balance sheets include significant amounts of goodwill and intangible assets. These assets are tested for impairment at least annually. The impairment testing process requires significant judgment in determining fair values, which involves assumptions about future cash flows, growth rates, and discount rates.
We performed audit procedures over the valuation of goodwill and intangible assets, including:
* Assessing the reasonableness of management’s impairment testing methodology and assumptions.
* Evaluating the competency, objectivity, and engagement of any valuation specialists used by management.
* Performing sensitivity analyses on key assumptions, such as revenue growth rates and discount rates, to assess the impact on the fair value calculations.
* Comparing the Company’s performance to industry benchmarks and historical trends.
Stock-Based Compensation Expense: The Company accounts for stock-based awards using the fair value method, which requires the use of option-pricing models to estimate the fair value of stock options. These models involve highly subjective assumptions, such as expected term, expected volatility, risk-free interest rates, and dividend yield. The calculation of stock-based compensation expense requires complex judgments.
We performed audit procedures over stock-based compensation expense, including:
* Evaluating the reasonableness of the assumptions used in the Black-Scholes option-pricing model.
* Testing the accuracy of the calculations of stock-based compensation expense.
* Assessing the adequacy of disclosures related to stock-based compensation.
Audit of Internal Control Over Financial Reporting
We have also audited, in accordance with the standards of the PCAOB, the internal control over financial reporting of the Company as of January 28, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. We are required to express an opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ BDO USA, P.A.
We have served as the Company’s independent registered public accounting firm since 2018.
Los Angeles, California
March 14, 2024
(In thousands, except share and per share data)
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | $104,806 | $57,215 |
| Accounts receivable, net | 46,710 | 41,926 |
| Prepaid expenses and other current assets | 14,961 | 13,150 |
| Total Current Assets | 166,477 | 112,291 |
| Property and equipment, net | 185,236 | 179,495 |
| Goodwill | 767,084 | 767,084 |
| Intangible assets, net | 53,893 | 58,443 |
| Operating lease right-of-use assets | 87,634 | 97,657 |
| Other non-current assets | 16,597 | 14,165 |
| Total Assets | $1,276,921 | $1,229,135 |
| Liabilities and Stockholders’ Equity | ||
| Current Liabilities | ||
| Accounts payable | $19,837 | $18,541 |
| Accrued expenses and other current liabilities | 46,448 | 44,068 |
| Current portion of long-term debt | 11,639 | 9,806 |
| Current portion of finance leases | 14,109 | 11,564 |
| Current portion of operating leases | 33,888 | 30,549 |
| Total Current Liabilities | 125,921 | 114,528 |
| Long-term debt, net of current portion | 564,552 | 578,499 |
| Long-term finance leases, net of current portion | 29,078 | 31,623 |
| Long-term operating leases, net of current portion | 53,746 | 67,108 |
| Deferred tax liabilities | 26,689 | 23,588 |
| Other non-current liabilities | 5,463 | 3,433 |
| Total Liabilities | 805,449 | 818,779 |
| Commitments and contingencies | ||
| Stockholders’ Equity | ||
| Preferred stock, $0.0001 par value; 100,000,000 shares | ||
| authorized, none issued and outstanding | — | — |
| Common stock, $0.0001 par value; 500,000,000 shares | ||
| authorized, 426,110,160 and 423,582,884 shares issued | ||
| and outstanding at January 28, 2024 and Feb 3, 2023 | 43 | 42 |
| Additional paid-in capital | 367,921 | 363,026 |
| Retained earnings | 94,705 | 47,944 |
| Accumulated other comprehensive income (loss) | (36,297) | (10,906) |
| Total Stockholders’ Equity | 426,372 | 400,006 |
| Total Liabilities and Stockholders’ Equity | $1,276,921 | $1,229,135 |
See notes to consolidated financial statements.
(In thousands, except share and per share data)
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Revenue | |||
| Franchise royalties | $263,660 | $238,571 | $204,519 |
| Franchise fees | 37,026 | 29,143 | 17,474 |
| Equipment sales | 65,706 | 61,275 | 52,982 |
| Other revenue | 24,131 | 21,108 | 18,086 |
| Total Revenue | 406,523 | 366,097 | 293,061 |
| Cost of Sales | |||
| Cost of equipment sales | 133,696 | 122,109 | 102,862 |
| Other cost of sales | 7,273 | 6,560 | 5,969 |
| Total Cost of Sales | 140,969 | 128,669 | 108,831 |
| Gross Profit | 265,554 | 237,428 | 184,230 |
| Operating Expenses | |||
| Selling, general and administrative expenses | 137,320 | 124,368 | 108,459 |
| Depreciation and amortization | 32,176 | 30,749 | 27,581 |
| Total Operating Expenses | 169,496 | 155,117 | 136,040 |
| Operating Income | 96,058 | 82,311 | 48,190 |
| Other income (expense): | |||
| Interest expense, net | (27,597) | (23,190) | (16,520) |
| Gain (loss) on disposal of assets | 10 | (13) | 12 |
| Total Other Income (Expense), Net | (27,587) | (23,203) | (16,508) |
| Income Before Income Taxes | 68,471 | 59,108 | 31,682 |
| Income tax expense | 15,960 | 13,687 | 7,692 |
| Net Income | $52,511 | $45,421 | $23,990 |
| Earnings per Share | |||
| Basic | $1.23 | $1.06 | $0.56 |
| Diluted | $1.22 | $1.05 | $0.56 |
| Weighted-Average Shares Outstanding | |||
| Basic | 42,628,010 | 42,775,394 | 42,679,338 |
| Diluted | 42,944,497 | 43,229,632 | 43,018,193 |
See notes to consolidated financial statements.
(In thousands)
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Net Income | $52,511 | $45,421 | $23,990 |
| Other Comprehensive Income (Loss), Net of Tax: | |||
| Unrealized loss on derivatives | (25,391) | — | — |
| Reclassification adjustment for unrealized loss on derivatives | — | — | — |
| Other Comprehensive Loss, Net of Tax | (25,391) | — | — |
| Comprehensive Income | $27,120 | $45,421 | $23,990 |
See notes to consolidated financial statements.
(In thousands)
| Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |
|---|---|---|---|---|
| Balance at January 29, 2022 | $331,146 | $21,688 | $— | $352,834 |
| Stock-based compensation expense | 24,796 | — | — | 24,796 |
| Exercises of stock options | 7,083 | 1,821 | — | 8,904 |
| Net income | — | 23,990 | — | 23,990 |
| Other comprehensive income (loss) | — | — | — | — |
| Repurchases of common stock | (7,000) | (3,299) | — | (10,299) |
| Other | 10 | — | — | 10 |
| Balance at February 3, 2023 | 355,035 | 44,200 | — | 399,235 |
| Stock-based compensation expense | 26,695 | — | — | 26,695 |
| Exercises of stock options | 2,300 | 2,021 | — | 4,321 |
| Net income | — | 45,421 | — | 45,421 |
| Unrealized loss on derivatives, net of tax | — | — | (25,391) | (25,391) |
| Reclassification adjustment for realized loss on derivatives | — | — | — | — |
| Repurchases of common stock | (15,190) | (6,876) | — | (22,066) |
| Other | 10 | — | — | 10 |
| Balance at January 28, 2024 | $369,150 | $84,966 | $(25,391) | $348,725 |
See notes to consolidated financial statements.
(In thousands)
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Cash Flows From Operating Activities | |||
| Net income | $52,511 | $45,421 | $23,990 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Depreciation and amortization | 32,176 | 30,749 | 27,581 |
| Stock-based compensation expense | 14,659 | 12,972 | 10,017 |
| Amortization of premium/discount on debt | 4,039 | 3,725 | 2,815 |
| Changes in operating assets and liabilities: | |||
| Accounts receivable | (4,784) | (5,347) | (2,499) |
| Prepaid expenses and other current assets | (1,811) | (2,265) | (2,544) |
| Accounts payable | 1,296 | 1,474 | 1,719 |
| Accrued expenses and other current liabilities | 2,380 | 4,212 | 6,301 |
| Deferred tax liabilities | 3,101 | 3,539 | 2,976 |
| Other non-current liabilities | 2,030 | 1,140 | (479) |
| Net cash provided by operating activities | 112,407 | 96,790 | 80,277 |
| Cash Flows From Investing Activities | |||
| Purchases of property and equipment | (43,894) | (41,017) | (32,164) |
| Proceeds from sale of property and equipment | 1,468 | 1,169 | 1,270 |
| Net cash used in investing activities | (42,426) | (39,848) | (30,894) |
| Cash Flows From Financing Activities | |||
| Proceeds from issuance of common stock | 7,747 | 4,768 | 1,949 |
| Repurchases of common stock | (21,574) | (10,299) | (10,299) |
| Proceeds from borrowings | — | — | — |
| Repayments of borrowings | (25,283) | (34,000) | (5,000) |
| Net cash used in financing activities | (39,110) | (39,531) | (13,350) |
| Effect of exchange rate changes on cash | (3,677) | (1,583) | (303) |
| Net Increase (Decrease) in Cash and Cash Equivalents | 26,194 | 15,798 | 35,730 |
| Cash and cash equivalents at beginning of year | 57,215 | 41,417 | 5,687 |
| Cash and cash equivalents at end of year | $83,409 | $57,215 | $41,417 |
See notes to consolidated financial statements.
(Amounts in thousands, except share and per share data)
Planet Fitness, Inc. (the “Company”) was incorporated in Delaware in 2012. The Company is a leading fitness facility franchisor and operator. The Company grants franchises and operates fitness facilities under the “Planet Fitness” brand name.
The Company’s fiscal year ends on the Sunday closest to January 31st. References to “fiscal 2024,” “fiscal 2023,” and “fiscal 2022” refer to the fiscal years ended January 28, 2024, February 3, 2023, and January 29, 2022, respectively.
The Company operates primarily through a franchise model. Franchisees own and operate the vast majority of Planet Fitness®-branded fitness centers. The Company also operates a small number of corporate-owned fitness centers.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, valuations of stock-based awards, impairment assessments of long-lived assets and goodwill, and contingent liabilities. Actual results could differ from those estimates.
Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand, deposits with financial institutions, and short-term investments with original maturities of three months or less.
Accounts Receivable: Accounts receivable are recorded at their net realizable value. The Company maintains an allowance for doubtful accounts based on historical experience, credit risk assessments, and specific customer circumstances.
Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements.
Goodwill: Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or circumstances indicate that the asset might be impaired. An impairment loss is recognized if the carrying amount of the reporting unit exceeds its fair value.
Intangible Assets: Intangible assets consist of franchise agreements, trade names, and other acquired intangible assets. Amortization is recognized using the straight-line method over the estimated useful lives of the assets, which range from 1 to 20 years.
Impairment of Long-Lived Assets: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the undiscounted future cash flows expected to be generated by the asset to its carrying amount. If impairment exists, the impairment loss is measured by comparing the carrying amount of the asset to its fair value.
Revenue Recognition: The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Stock-Based Compensation: The Company accounts for stock-based awards to employees and directors using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The fair value of restricted stock units is based on the market price of our common stock on the date of grant. Stock-based compensation expense is recognized over the vesting period of the awards.
Income Taxes: The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Earnings Per Share: Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding, including the effect of dilutive potential common shares. Potential common shares include outstanding stock options and restricted stock units.
Fair Value of Financial Instruments: The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. The fair value of long-term debt is estimated based on quoted market prices for the same or similar debt.
Leases: The Company leases office space and equipment under operating leases and finance leases. Lease obligations are recognized on the balance sheet based on the present value of future lease payments.
Derivative Instruments and Hedging Activities: The Company may use derivative instruments to manage exposure to interest rate risks. Derivative instruments are recognized at fair value on the balance sheet, and changes in fair value are recognized in earnings or other comprehensive income, as appropriate.
The Company generates revenue from franchise royalties, franchise fees, equipment sales, and other ancillary services. The following table presents revenue by source:
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Franchise royalties | $263,660 | $238,571 | $204,519 |
| Franchise fees | 37,026 | 29,143 | 17,474 |
| Equipment sales | 65,706 | 61,275 | 52,982 |
| Other revenue | 24,131 | 21,108 | 18,086 |
| Total Revenue | $406,523 | $366,097 | $293,061 |
Franchise Royalties: Royalties are calculated as a percentage of the franchisee’s monthly gross sales. These royalties are recognized as revenue when earned, which is generally based on the monthly sales reported by franchisees.
Franchise Fees: Franchise fees are typically recognized upon the opening of a new fitness center by a franchisee. This is when the Company has satisfied its significant obligations under the franchise agreement, including providing the initial franchise training and support.
Equipment Sales: The Company sells fitness equipment to its franchisees. Revenue from equipment sales is recognized upon the transfer of control of the equipment to the franchisee, which generally occurs upon delivery.
Other Revenue: Other revenue includes fees for services such as advertising, marketing programs, and other operational support provided to franchisees. This revenue is recognized as the services are provided.
Property and equipment, net, consisted of the following:
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Land | $6,850 | $6,850 |
| Buildings and improvements | 121,499 | 117,187 |
| Leasehold improvements | 71,510 | 66,890 |
| Equipment | 39,811 | 38,840 |
| Gross Property and Equipment | 239,670 | 229,767 |
| Accumulated depreciation | (54,434) | (50,272) |
| Property and Equipment, Net | $185,236 | $179,495 |
Depreciation expense for fiscal 2024, 2023, and 2022 was $32,176, $30,749, and $27,581, respectively.
Goodwill: The changes in the carrying amount of goodwill were as follows:
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Balance at beginning of year | $767,084 | $767,084 | $767,084 |
| Goodwill from acquisitions | — | — | — |
| Impairment losses | — | — | — |
| Balance at end of year | $767,084 | $767,084 | $767,084 |
Goodwill is tested for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performed its annual goodwill impairment test as of October 29, 2023, October 30, 2022, and October 31, 2021, and concluded that no impairment existed.
Intangible Assets: Intangible assets consisted of the following:
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Franchise agreements | $58,393 | $63,420 |
| Trade names | 1,015 | 1,015 |
| Other intangible assets | 585 | 608 |
| Gross Intangible Assets | 59,993 | 65,043 |
| Accumulated amortization | (6,100) | (6,600) |
| Intangible Assets, Net | $53,893 | $58,443 |
Amortization expense for intangible assets for fiscal 2024, 2023, and 2022 was $6,100, $6,600, and $6,976, respectively.
The estimated future amortization expense for intangible assets for the next five fiscal years is as follows:
As of January 28, 2024, and February 3, 2023, the Company had outstanding debt as follows:
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Senior secured term loan facility | $303,000 | $303,000 |
| Senior secured revolving credit facility | 273,191 | 285,499 |
| Total Debt | $576,191 | $588,499 |
| Less: Current portion of long-term debt | (11,639) | (9,806) |
| Long-term debt, net of current portion | $564,552 | $578,693 |
The Company’s senior secured credit facilities consist of a term loan facility and a revolving credit facility. The term loan facility matures in September 2028. The revolving credit facility matures in September 2028.
Interest rates for the term loan facility and the revolving credit facility are based on either the applicable base rate or adjusted term SOFR, plus a margin based on the Company’s leverage ratio.
The weighted-average interest rate on the Company’s outstanding debt as of January 28, 2024, and February 3, 2023, was approximately 8.4% and 7.6%, respectively.
The Company leases office space and equipment under operating leases and finance leases.
Operating Leases: The Company leases office space under various operating lease agreements. These leases have remaining terms of up to 10 years.
Finance Leases: The Company leases certain equipment under finance lease agreements. These leases have terms ranging from 3 to 5 years.
The following table presents the future minimum lease payments under non-cancelable operating and finance leases as of January 28, 2024:
| Contractual Obligation | Operating Leases | Finance Leases | Total |
|---|---|---|---|
| Less than 1 year | $33,888 | $14,109 | $47,997 |
| 1-3 years | 58,920 | 20,270 | 79,190 |
| 3-5 years | 22,398 | 8,798 | 31,196 |
| After 5 years | 6,136 | 0 | 6,136 |
| Total Minimum Lease Payments | $121,342 | $43,177 | $164,519 |
| Imputed interest on finance leases | — | (7,908) | (7,908) |
| Present value of finance lease liabilities | $35,269 |
The following table presents the components of lease expense:
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Operating lease cost | $35,851 | $32,489 | $28,552 |
| Finance lease cost (interest) | 5,722 | 5,474 | 4,859 |
| Finance lease cost (amortization) | 8,241 | 7,968 | 7,050 |
| Total Lease Cost | $49,814 | $45,931 | $40,461 |
Litigation: The Company is involved in various legal proceedings and claims arising in the ordinary course of its business. While the outcome of these matters cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material adverse effect on the Company’s financial condition or results of operations.
Commitments: The Company has entered into non-cancelable commitments for capital expenditures related to its corporate-owned fitness centers. As of January 28, 2024, these commitments totaled approximately $49.0 million.
Preferred Stock: The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.0001 per share. As of January 28, 2024, and February 3, 2023, no shares of preferred stock were issued or outstanding.
Common Stock: The Company is authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share. As of January 28, 2024, and February 3, 2023, there were 426,110,160 and 423,582,884 shares of common stock issued and outstanding, respectively.
Share Repurchase Program: In May 2023, the Company’s Board of Directors authorized a share repurchase program of up to $10.0 million of the Company’s common stock. As of January 28, 2024, the Company had repurchased approximately $5.1 million of its common stock under this program.
Stock-Based Compensation: The Company has adopted equity incentive plans that permit the granting of stock options, restricted stock units, and other stock-based awards to employees, directors, and consultants.
2017 Equity Incentive Plan: The 2017 Equity Incentive Plan (the “2017 Plan”) allows for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, and other stock-based awards. The maximum number of shares authorized for issuance under the 2017 Plan is 11,150,000.
2023 Inducement Equity Incentive Plan: The 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) allows for the grant of equity awards to individuals not previously employed by the Company, as an inducement to enter into employment with the Company. The maximum number of shares authorized for issuance under the 2023 Inducement Plan is 1,700,000.
The following table presents information regarding stock options and restricted stock units outstanding as of January 28, 2024:
| Type of Award | Number of Awards | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Term (Years) | Weighted-Average Exercise Price |
|---|---|---|---|---|
| Stock options | 1,666,957 | $7.84 | 6.5 | $6.26 |
| Restricted stock units (RSUs) | 968,328 | $31.37 | 1.9 | N/A |
The total stock-based compensation expense recognized for fiscal 2024, 2023, and 2022 was $14,659, $12,972, and $10,017, respectively.
The provision for income tax expense consists of the following:
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| Federal | $12,704 | $10,844 | $6,076 |
| State | 3,256 | 2,843 | 1,616 |
| Income Tax Expense | $15,960 | $13,687 | $7,692 |
The effective tax rate was 23.3%, 23.1%, and 24.3% for fiscal 2024, 2023, and 2022, respectively. The effective tax rate differs from the U.S. federal statutory rate of 21% due to state income taxes, stock-based compensation deductions, and other discrete items.
The deferred tax assets and liabilities as of January 28, 2024, and February 3, 2023, are as follows:
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Deferred tax assets: | ||
| Stock-based compensation | $16,236 | $14,188 |
| Net operating loss carryforwards | 13,947 | 13,913 |
| Other | 1,910 | 1,721 |
| Total Deferred Tax Assets | 32,093 | 29,822 |
| Less: Valuation allowance | (12,791) | (12,511) |
| Net Deferred Tax Assets | 19,302 | 17,311 |
| Deferred tax liabilities: | ||
| Goodwill and other intangibles | 26,689 | 23,588 |
| Net Deferred Tax Liabilities | $26,689 | $23,588 |
The Company has state net operating loss carryforwards of approximately $105.0 million as of January 28, 2024, which expire between 2024 and 2043. The Company has recorded a valuation allowance of $12.8 million and $12.5 million as of January 28, 2024, and February 3, 2023, respectively, primarily against its state net operating loss carryforwards, as it is more likely than not that a portion of these deferred tax assets will not be realized.
As of January 28, 2024, the Company has entered into interest rate swap agreements to hedge its exposure to fluctuations in interest rates on its variable-rate debt. These derivative instruments are recorded at fair value on the consolidated balance sheets, and changes in their fair value are recognized in earnings.
The following table presents the fair value of derivative instruments as of January 28, 2024, and February 3, 2023:
| January 28, 2024 | February 3, 2023 | |
|---|---|---|
| Fair value of interest rate swaps | $(25,391)$ | $—$ |
| Amount recognized in other comprehensive income | $(25,391)$ | $—$ |
The Company recognized unrealized losses of $25,391 related to interest rate swaps for the fiscal year ended January 28, 2024. These losses were recognized in other comprehensive income.
The Company has evaluated subsequent events through March 14, 2024, the date the consolidated financial statements were available to be issued.
Share Repurchases: On March 11, 2024, the Company’s Board of Directors authorized an additional share repurchase program of up to $100.0 million of the Company’s common stock. This program will expire on March 11, 2026.
Debt Refinancing: On March 11, 2024, the Company entered into a new senior secured credit facility, which includes a term loan facility of $550.0 million and a revolving credit facility of $150.0 million. The new credit facility matures in March 2031.
There were no material related party transactions during the fiscal years presented.
The Company’s operations are managed and reported as a single operating segment: the franchise and operation of fitness centers. All of the Company’s revenue-generating activities are considered part of this single reportable segment.
The following table presents revenue by geographic region:
| Fiscal Year Ended January 28, 2024 | Fiscal Year Ended February 3, 2023 | Fiscal Year Ended January 29, 2022 | |
|---|---|---|---|
| United States | $398,551 | $357,690 | $286,498 |
| Canada | 7,972 | 8,407 | 6,563 |
| Total Revenue | $406,523 | $366,097 | $293,061 |
---# 2023 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS TOGETHER WITH THE INDEPENDENT AUDITOR'S REPORT
Pursuant to Articles 250a and 250b of the Companies Act and Article 21.a of the Accounting Act Companies have to submit an Annual Report on the Status of the Company and a Consolidated Annual Report. The Annual Report on the Status of INSTITUT IGH, d.d. (hereinafter: the Company) includes all the legally required information and data.
Given that it is a shareholder in subsidiaries and associates, the Company consolidates its Annual Financial Report. In this report, the term „IGH Group“ will be used to denote the Company and its subsidiaries and associated companies with the aim of presenting complete, truthful and factual information to the shareholders and the investment public.
The Annual Report includes basic financial statements put together in accordance with the Accounting Act and the International Financial Reporting Standards. Pursuant to the Accounting Act, basic financial statements include the Statement of Financial Position (Balance Sheet), Income Statement, a Statement of Other Comprehensive Income, a Statement of Changes in Shareholder Equity, a Cash Flow Statement and Notes to Financial Statements.
In addition, the Annual Report also includes a Non-Financial Report pursuant to provisions of Article 21.a of the Accounting Act.
Is marked by the completion of one of the most expensive infrastructure projects in Croatia – the State Road DC403. The professional team from INSTITUT IGH, d.d. provided construction and financial supervision services on the project. It was concerning that infrastructure investments made by our main partners, Hrvatske Ceste, Hrvatske Autoceste and Hrvatske vode, dropped in 2023. Despite those developments, we have a very good contract portfolio for at least two more years.
We started working on large infrastructure projects as part of rehabilitation works in the aftermath of the 2020 earthquake Croatia has suffered, and began spreading our business activity to Italian, Hungarian, Armenian and Bosnian markets, consequently expanding our presence and contribution. In addition, we have been optimizing costs in non-core activities as well as exploring new business directions (energy, the nuclear sector, high-rise buildings).
The number of employees working at INSTITUT IGH, d.d. amounted to 372 employees, with 12 more employees working in our foreign branch offices. This represents a reduction of 93 employees compared to 31 December 2022, when the Company had 477 employees. We believe this to be an optimal number given current market trends.
During 2023, actions were taken to continue dealing with the pre-bankruptcy settlement debt, so we can close that chapter in our business and continue to achieve the strategic goals we've set without the burdens of the past. On 29 December 2023, the company had recapitalized, creating all necessary prerequisites to start the pre-bankruptcy settlement finalization procedure.
During 2023, we signed 120 new contracts worth around 15,39 million EUR in total. Currently active contracts are expected to bring slightly over 25 million EUR in revenue. In addition, in 2023 we raised the average gross salary to EUR 1.761. For 2024, we expect a total revenue of 24,87 million EUR of which 5,8 million EUR is international revenue with an expected profit margin of 15,12%.
After adopting the 2020-2030 Company Development Strategy and forming a strategy implementation team, we developed an annual plan with four key areas:
1. Employee orientation and mentorship;
2. New markets and business segments;
3. Scientific and research activity;
4. Profitability.
The Company monitored the implementation of the plan on a monthly basis and, at the end of the year, the results were presented to the Company's Supervisory Board. In addition, taking into account recent activities on global and domestic markets, it was clear that the base strategy needed some adjustments to include new areas of activity. You can read more on that in a separate chapter, entitled „Strategy“.
The non-financial part of the 2023 report was prepared taking into account the GRI.
On behalf of Institut IGH, d.d.
Robert Petrosian, MEng C.E.
CEO
INSTITUT IGH, d.d.INSTITUT IGH, d.d. is the leading civil engineering consulting company in Croatia and the region, enabling comprehensive support to infrastructure and investment projects and delivering optimal wholesome and innovative solutions in the field of civil engineering in Croatia and on international markets with its 8 subsidiaries and 1 associate company. The Company is registered with the Commercial Court in Zagreb under the number MBS: 080000959 and has a registered headquarters in Zagreb, Janka Rakuše 1.
The Company's share capital amounts to 14,814,630.00 EUR and is divided into 1,481,463.00 regular shares. The nominal value of the share is 10,00 EUR of which 613.709 are marked IGH-R-A, and quoting on the offical market of the Zagreb Stock Exchange, along with 867.754 regular shares marked IGH-R-D.
INSTITUT IGH, d.d. provides the following services:
In accordance with the norms relating to sustainable development systems, IGH has the following certificates:
The parent company of the group to which the issuer belongs is the issuer itself. The Member Companies of the IGH Group are partly complementary to the parent company with the aim of a possibility of providing a complementary service. The first part of the services includes testing, design and design nostrification, supervision and mentoring in architecture and civil engineering as well as scientific research. The second parts of the services are provided by dedicated companies for the implementation of real-estate projects. The IGH Group consists of 8 subsidiaries and 1 associate company (as at 31 December 2023) which deal in the core and related businesses, and INSTITUT IGH, d.d. also does business through branch offices. Subsidiaries include companies in which the Company owns more than 50% of voting rigts and/or has control over the adoption and implementation of the financial and business policies of the company which was invested in with the aim of benefiting from that company's activities. Associated companies include companies in which the Company owns between 20 and 50% of voting rights and in which it has significant influence, but not control, through participation in the decision- making on the financial and business policies of the associate company.
The consolidation included the following subsidiaries:
| Subsidiary | ADDRESS |
|---|---|
| EKONOMSKO TEHNIČKI ZAVOD d.d. (ETZ d.d.) | Drinska 18, Osijek, Croatia |
| DP AQUA d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| IGH PROJEKTIRANJE d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| IGH BUSINESS ADVISORY SERVICES d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| INCRO d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| MARTERRA d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| SLAVONIJA CENTAR, POSLOVNA ZONA VELIKA KOPANICA d.o.o. | Janka Rakuše 1, Zagreb, Croatia |
| IGH MOSTAR d.o.o. | Bišće Polje bb, Mostar, Bosnia and Herzegovina |
The associate companies include the following:
| ASSOCIATE COMPANY | ADDRESS |
|---|---|
| ELPIDA d.o.o. | Ventilatorska 24, Lučko, Croatia |
The Company conducts its business activities through branch offices in Georgia, the Republic of Kosovo and North Macedonia, and a branch office in Bosnia and Herzegovina. At the end of 2023, branch offices in Armenia and Hungary were opened.
In between 31.12.2023 and the time this report was prepared, the company signed 4,3 million EUR worth of new contracts. We highlight some of the contracts signed in 2023:
During the year, the Company increased its share capital to 14,814,630.00 EUR and reduced the nominal value of its shares to 10,00 EUR per share. In addition, RADELJEVIĆ d.o.o. and IGH CONSULTING d.o.o. were acquired by INSTITUT IGH, d.d., all with the aim of recapitalizing the Company, consequently creating all the necessary prerequiites to initiate the end the pre-bankruptcy procedure.
To be one of the leading engineering companies in the region and beyond, whose employees are the leading professionals and satisfied shareholders, improving people's quality of life and the quality of the environment on a daily basis through innovative solutions.
Resolve engineering challenges in a timely manner and to the satisfaction of our clients using knowledge, innovation and a professional and responsible approach.
A new breakthrough for INSTITUT IGH, d.d., based on our key values. Our direction in the next decade is to maintain a leading position on traditional Croatian and East European markets by providing design, supervision, project management and laboratory services namely in sectors where we have demonstrated our expertise such as road and railway infrastructure. The Company bases its comparative edge on the comprehensiveness of its civil engineering services, which means a faster and efficient project implementation for the client, while maintaining a high level of quality. The strategy plans for four key directions:
1. Employee orientation and mentorship;
2. New markets and business segments;
3. Scientific and research activity;
4. Profitability.
Experience gained on large and demanding projects, generating professionals ready to manage ever more complex projects has to stay in the company. This creates a valuable base of experience and expertise which makes the foundation of long-term business sustainability. Strengthening qualified personnel through the development and education of existing personnel and employing new team leads and core staff as well as junior, entry-level engineers will continue to be our focus. In addition, through the implementation of a Mentorship System, we want to create a mentorship program through which junior engineers and designers will cooperate with seniors through all the design phases, enabling a faster transfer of knowledge, and, ultimately, a higher quality of our work and added value for our partners. Using a continuous professional development program, we want to enable our employees to develop their technical know-how, but also management and IT skills, such as BIM proficiency, as part of the Company's comprehensive digital transformation.
It is the opinion of INSTITUT IGH, d.d. that, instead of a contractor, it should be a partner to its client, and we achieve this through a proactive approach and focus on a timely fulfillment of their requests.
INSTITUT IGH, d.d. used to be recognized precisely for its contribution to the field through research and development. In the near future, we want to go back to our roots and become a center of excellence when it comes to science and research again. The following are key areas of our activity in this field: The use of plastic waste in construction materials, the development of new construction material and structure test methods, including non-destructive testing methods, building water anaylses facilities, hydrogen fuel cell research and development.
We see energy, traditional, and especially energy from renewable sources such as wind, water and biomass as a huge opportunity to expand the experience gathered so far to this sector and additionally diversify our services portfolio and the sectors in which we work.
Business and residential buildings as well as data centers will be projects that will require state of the art design, supervision and strategic consulting now and in the future, this is where INSTITUT IGH, d.d. wants to continue to be recognized as a leading company. We aim for a leading position when it comes to service improvement, in line with global standards, and want to be at the forefront of a modernization trend in civil engineering services towards all stakeholders. By modernizatopn trends, we primarily mean promoting BIM processes and tools and making them an industry standard.
Ensuring cash flow stability and further company development-related financial activities, along with a complete fulfillment of pre-bankruptcy settlement obligations and leaving the pre-bankruptcy settlement procedure itself, are all prerequisites for facilitating operational business. Through increased engagement on all current and new external markets, we aim to achieve long-term financial stability in the Company.
In the near future, we will strategically turn to the West, the Middle East, Central Africa (MENA), the Commonwealth of Independent States (CIS) and the central Asian market. Offers are being prepared in ex-CIS countries, in Central Asian countries we are examining markets in cooperation with Korean partners, and in MENA countries we are establishing contacts with local partners.
With new market trends in mind, last year we began adapting our strategy to reflect both market and geopolitical changes.Aside from maintaining four key directions, the Company plans to dedicate itself more to design, supervision, laboratory and R&D activities as well as to further digitalization, promotion and provision of BIM services. Figure 2. A simbolic overview of Institut IGH's strategic areas.
On 6 February 2024, the Company was organized as follows:
Figure 3. Organizational structure on 6 February 2024
Considering the context in which it operates, the Company's Management analysed a number of material topics of relevance. Considering the scope of services provided on the engineering consultancy market, three principal topics were recognized which have an impact on the economy and the society in general. The Company primarily provides services on large infrastructural projects that have an exceptional impact on the economy, society and people in general. When providing this type of service, it is extremely important to take into account all possible consequences. For example, professional supervision of motorway or bridge construction has a great socio-economic significance, but it is also significant for all the people who work on such projects. Therefore, it is legally recognized that every company must have an adequate and professional workforce that will be able to give clear and unambiguous instructions regarding the health and safety of both its own employees and those of partners and subcontractors. Incidents on construction sites can have negative consequences in terms of personal injury or extension of construction deadlines, which also brings economic consequences. On the other hand, establishing valid procedures and processes in place can mean that the project will be carried out within the given time frame and without consequences.
The Company is guided by the Control Management System principles, such as: Occupational Health and Safety Management: ISO 45001:2018.
The Company's operations are geographically divided among the head office in Zagreb and three Regional Centres (Osijek, Rijeka, Split) with the largest civil engineering laboratory in this part of Europe as their integral part, undertaking testing and calibration procedures. This raises the awareness that we must consider our own impact on the environment. Therefore, Management Systems such as: Environmental Management System Standard: ISO 14001:2015 and Energy Management System Standard: ISO 50001:2018 and as an umbrella system the Quality Management System: ISO 9001:2015 have been set up within the Company.
Analysing the Company’s age structure, it is evident that the older work force dominates demographically. Therefore, professional training and mentoring have been recognized through Strategic Positioning as one of the primary goals in order for the Company to remain a leader in providing consulting and engineering services in the Republic of Croatia and beyond. It was precisely the need for professional training that was dominantly recognized as a need during the employee satisfaction survey.
Considering all of the above, the Company recognizes the following three key areas:
1. The occupational health and safety of our employees and our industrial partners on projects;
2. Adjustment and environmental impact;
3. Employee focus through mentoring and professional development.
Pursuant to provisions of Article 21a of the Accounting Act (OG 78/15, 120/16), EU Directive 2013/34/EU and the 2017/C 215/01 EU Commission Guidelines on non-financial reporting (methodology for reporting non-financial information), the Company included all relevant information on business activities which are expected to be included in the non-financial report in its Annual Report.
INSTITUT IGH, d.d. is particularly proud of the long-standing tradition of implementing and certification of the Quality Management System in accordance with the standard HRN EN ISO 9001:2015; the Environmental Management System in accordance with the standard HRN EN ISO 14001:2015; Energy Management System in accordance with the standard HRN EN ISO 50001:2018 and the Occupational Health and Safety Management System in accordance with the standard HRN ISO 45001:2015. The Company received confirmation of compliance with the requirements of all these standards from the Certification Body DNV in December 2022, upon completion of audit. The new audit for the mentioned standards was announced for February 2024. Also, Institut IGH had its first audit for accreditation according to the ISO/IEC 27001:2013 standard for the information security management system last year in July.
Laboratory activities are also undertaken for many years in accordance with the requirements of the standard HRN EN ISO/IEC 17025:2017 on several locations throughout Croatia (Zagreb, Split, Rijeka, Osijek, Pula, Varaždin, Dubrovnik). All organizational units carry out testing /calibration /sampling in accredited and non-accredited fields. Accreditation agency HAA began in October and ended in December 2023. The laboratory applied for accreditation of 30 new methods, of which 25 new methods were from the Laboratory for building physics, three methods from the Laboratory for road construction and two methods from the Laboratory for binders and ecology. A part of the methods are accredited for testing purposes in Paks, Hungary. After the audit, the laboratory resolved the resulting non-conformities and harmonized the Annex to the accreditation certificate. All new methods have been accepted to expand the area of accreditation. We received a new certificate of accreditation in January 2024. Accreditation in testing laboratories for 492 methods, i.e. 687 methods, if we take into account all the locations testing is conducted. All testing laboratories have a flexible area of accreditation and can apply new editions of standards before HAA audit, which enables more flexibility in laboratory work. In addition, the Laboratory for binders and ecology received from HAA a flexible area of accreditation for the addition of analytes and matrices, which further increases the laboratory's capacity to expand its field of activity. The quality of the metrology laboratory was confirmed through accreditation by the Croatian Accreditation Agency (HAA) in March 2022 issuing a Certificate 2070 for 16 methods for calibration of measuring devices for: strength, length, frequency, mass, temperature.
INSTITUT IGH, d.d. continues to promote socially responsible business through the development of its business processes through reorganization and digitalization, through employee orientation, encouragement and development of scientific research work, and responsibility towards the environment. Following the global goals for reducing the carbon and water footprint and responsible energy consumption, the IGH undertakes to improve its own efficiency through defined goals. INSTITUT IGH, d.d. will continue to permanently improve its business model in the interest of customers, investors, employees and suppliers, as well as the entire social community.
The integration of all management systems in INSTITUT IGH, d.d. continued in 2023, by upgrading the integrated management system with the information security system. This facilitated the overall operation of the management system, increased its efficiency, reduced costs, reduced the number of management system documents, thus bringing the management systems closer to the staff and facilitating access and understanding. As part of the management system, eight training events were held for all newly-hired employees to increase awareness of management systems, awareness of the contribution of each employee to system efficiency, the quality system policy, the environment, energy and occupational health and safety system policies. More than 10, mostly integrated internal audits have been carried out in all locations, including construction sites as separate units, where the INSTITUT IGH d.d. is present, mostly through technical supervision activities. The audit of the certification company DN for ISO14001, ISO45001 (recertification), ISO9001 and ISO50001(certification audit) was not held in November due to the Laboratory`s ISO17025 reacreditation. The new set date to be held is April 2024. In spite the delay, all certificates are valid and there will be enough time to create new documentation for certification. The certification audit for the new information security management system according to ISO 27001 was held through May 2022, and the certificate for the said system was issued.
INSTITUT IGH, d.d. bases its activities on business standards, social responsibility and certified Quality Management System in accordance with the requirements of the standard ISO 9001:2015 within the framework of an integrated management system. The laboratories meet the training requirements and make up the majority of all laboratories in Croatia. All laboratories are equipped with modern equipment for laboratory, in-situ testing, research services and calibration of measuring devices and are accredited in accordance with the standard HRN EN ISO/IEC 17025:2017. According to the attachment to the Accreditation Certificate, a total of 687 testing methods was accredited in the testing laboratories, of which 194 methods overlap by location, so in all 493 different methods are accredited.In the application of the Croatian Accreditation Agency for the year 2023, 30 new methods were applied. The laboratory removed several accredited methods due to the lack of interest and no customer requests.# THE 2023 ANNUAL REPORT
The accreditation began in October 2023 with the visit of HAA assessors, and ended with the obtaining of the accreditation at the end of January 2024. The Metrology laboratory was evaluated by the Croatian Accreditation Agency (HAA) in June of 2023. Methods of calibrating length meters, force meters, vibration tables with a measuring system, non-automatic scales, and temperature chambers were accredited. The evaluators suggested that all accreditations continue being valid after the elimination of nonconformities, which was completed in September 2023.
Through the environmental management system, INSTITUT IGH d.d. in 2023 continued to reduce negative environmental impacts to a minimum, taking into account climate changes and prospects of the life cycle of every product. In accordance with the requirements of our clients, suppliers, employees, business partners, and other interested parties, and related to the range of activities we are engaged in, we estimated that the ecological footprint is relatively small. We have thus dedicated ourselves to operations which we can significantly influence. Our environmental management system, according to ISO 14001, but also energy according to ISO 50001, forces us to look for improvement opportunities through environmental aspects, but also through risk assessment and resolving nonconformities.
Principal waste management goals in Institut IGH were connected to raising awareness about waste management through the study of options and possibilities for waste recycling and recovery. In 2023, the following types and quantities of waste were managed:
Table 1.: Types of waste created in 2023, per type and regional center.
| Type of waste | ZG (t) | ST (t) | OS (t) | RI (t) | Generated waste (t) | Recovered (t) | Waste disposal (t) |
|---|---|---|---|---|---|---|---|
| Mixed construction waste (Concrete, aggregate, brick, tiles/roofing and ceramics) | 122,72 | 5,92 | 8,845 | 34,84 | 172,325 | 122,72 | 49,605 |
| Plastic and metal packaging (household waste) | 0,57 | 0 | 0 | 0 | 0,57 | 0,57 | 0 |
| Insulation material | 0,1 | 0 | 0 | 0 | 0,1 | 0,1 | 0 |
| Paper and cardboard | 7,01 | 0 | 0 | 1,03 | 8,04 | 7,01 | 1,03 |
| Biodegradable waste | 11,97 | 0 | 0 | 0 | 11,87 | 11,87 | 0 |
| Total | 142,27 | 5,92 | 8,845 | 34,84 | 192,905 | 142,27 | 50,635 |
Table 1. Data on the amount of waste in 2023
Data inputs in Table 1. are reported data from the Register of Environmental Pollutants and records on the generation and flow of waste. Zagreb beton, a waste management company, doesn't classify construction waste based on other key numbers, but classifies everything as mixed construction waste because the waste is managed in this category. Rockwool, concrete, brick, tile and aggregates, styrofoam, and similar materials brought to INSTITUT IGH, d.d. as test samples are returned to the production cycle for reuse in order to create an additional – longer value of the product. Extending the service life of construction products actually reduces the amount of waste and direct impact on the environment and supports the circular economy model.
Unfortunately, the infrastructure of utility companies and disorder on the waste market/system prevents recovery of a larger percentage of waste at all locations. This is mostly relevant to construction / mixed construction waste in Rijeka, Osijek, and Split, so unfortunately instead of being recycled or reused, it is disposed of at a landfill. All waste is handed over to authorized waste collection companies; therefore, it is disposed of outside IGH premises. However, we have no information on what is done with the waste after it is collected and how it is recycled or disposed.
Direct greenhouse gross emissions are displayed in Table 2.
Table 2.: Direct greenhouse gross emissions for 2021 – 2023.
| 2021 | 2022 | 2023 | |
|---|---|---|---|
| Direct greenhouse gross emissions in equivalent of metric tons (scope 1) | 595798,2 t | 525001,5 t | 411739,2 t |
| Greenhouse gross emissions by company revenue | 0,003334704 | 0,002900561 | 0,002307 |
| Reduction of greenhouse gas emissions per company revenue compared to 2021 | 13% | 30,9% |
Gasses included in the calculation: CO2, CH4. Source of calculation and used emission factors and GWP potential rate: EIB Project Carbon Footprint. The year 2021 was taken as the base year since it is the only one relevant. This also applies for the monitoring of energy consumption. A significant reduction of greenhouse gas emissions, which is a consequence of changes in employee behavior and business processes, and particularly of a more rational use of vehicles, can be seen.
Regarding the indirect gross market energy GHG emissions (scope 2) and gross other indirect GHG emissions (scope 3), data are not available or not applicable.
The energy management system requires an energy audit per location, monitoring of energy consumption, and compliance with legal requirements, in accordance with the ISO 50001 standard. The energy review carried out as part of the energy management system in accordance with ISO 50001 includes the following IGH locations of business: The headquarters in Zagreb, RC Split, RC Osijek, RC Rijeka, with some limitations. Regional center Split was not included in the 2023 analysis because we do not have the data on energy consumption for that location. Other locations are energy-nonsignificant consumers and are not covered by the analysis.
As far as renewable sources are concerned, they are currently not being used, although this is one of the goals set for 2024. Energy consumption in 2023 in INSTITUT IGH, D.D. is shown in table 3.
N.B.: These data do not include the consumption in Split because we do not have comparable data in 2023.
Table 3: Energy consumption in 2023
| Groups of energy sources | Energy source | Consumption per unit of measurement | Consumption in kWh | Consumption in J |
|---|---|---|---|---|
| Transport | Diesel | 152.496 l | 1.631.712 | 5,795*1012 |
| Heating | Heat | 1.663.798 kWh | 1.663.798 | 5,990*1012 |
| Electricity | Electricity | 1.285.648 kWh | 1.285.648 | 5,021*1012 |
| Water | Water | 6170 m3 | - | - |
| Total | 4.581.158 | 1,681*1013 |
A comparison of the total energy consumption shows that heating consumes the most energy. A graph showing the consumption of water, electricity, and heating (Figure 1) as well as the consumption of fuel (Figure 2) shows that all forms of energy consumptions have a decreasing tendency in the last three years, except for water, whose consumption increased in 2022.
Figure 1.: The 2018-2023 water, HEP heating and electricity consumption.
Figure 2.: The 2018-2023 fuel consumption.
All the energy consumed in the Company comes from non-renewable sources, while the consumption of energy from renewable sources is planned in year 2024.
(Image placeholder for Figure 1: Water, Electricity, and Heating Consumption)
(Image placeholder for Figure 2: Fuel Consumption)
In conclusion, energy consumption is monitored and analyzed, and improvements in energy savings are evident. The biggest savings in energy sources were visible in fuel consumption compared to the previous year. Regarding other energy sources which significantly impact energy efficiency, savings are also visible, although 2021 and 2023 can hardly compare with historical data (2018-2019-2020) because the energy management system was only introduced in 2019 and energy consumption started to be monitored. The year 2020 was the „COVID-19 year“ (work from home, self-isolation, isolation…). Therefore, 2021 was taken as the base year. In addition, the owner of the building in which the Split RC is located doesn't keep track of the energy consumption of all the users but includes the price of bills in the rent, and energy consumption can't be precisely determined.
Energy indicators are defined as the relationship between energy consumption and the relevant variables affecting consumption. The relevant variable here is Institut IGH revenue. The 2021-2023 data are displayed in table 4.
Table 4.: Overview of energy parameters compared to the Company's revenue between 2021-2023.
| EnPi | 2021 | 2022 | 2023 | 2022-2021 | 2023-2021 |
|---|---|---|---|---|---|
| Total energy consumption (J) | 2,278*1013 | 2,01581*1013 | 1,6806*1013 | -2,62*1012 | -5,97*1012 |
| IGH revenue (HRK) | 178.666.000 | 181.000.000 | 178.489.527 | 2.334.000 | 176.473 |
| EnPi (J/kn) | 127503,57 | 111370,93 | 94156,27 | -16.132,60 | -33.347,73 |
The total energy consumption includes total energy used for heating, cooling, and transport. The implementation of the Energy Management System according to ISO 50001 significantly influenced the reduction of energy consumption, primarily through employee education, etc. A decreasing tendency in energy consumption is obvious and it is growing every year.
In order to achieve concrete steps towards sustainable business operations and keeping in mind the importance of water as a resource, we understand the importance of water management. However, by assessing the risk of impact on waters (environmental aspects according to ISO 14001, risk assessment according to ISO 50001) and exploitation of this resource, we have come to the conclusion that Institut IGH has a minimal water footprint. Water use is limited to sanitary needs and cooling of samples during a testing procedure at one of our locations. The Company purchases and intakes water from a utility company and returns the used water into the drainage system. It is a closed drainage system and should have no losses. Water consumption is monitored in absolute amounts and through energy indicators (taking into account relevant variables).
Absolute water consumption in megaliters, in IGH amounts to: 6,277 ML.# This information should not be taken as exact since data on water consumption in RC Split is unavailable, and data for RC Rijeka reflect only a part in the total water consumption of the building in which IGH has its offices. Data is collected from the bills received from the utility company supplying water. IGH has one sprinkler tank in Zagreb which contains 0,1115 Ml of water. The water quantity in the sprinkler tank did not change during the period in question.
The established system of management of occupational health and safety at work provided a framework for managing risks and opportunities, ensured healthy workplaces for employees and reduced the number of injuries and work-related diseases. In 2023, the focus slowly shifted from the COVID-19 pandemic (with no fatal outcomes among our employees) to risks directly related to work processes. Therefore, internal audits of occupational health and safety at work experts were intensified in those processes recognized as risky during risk assessment. Persons authorized by the employer for occupational health and safety at work were informed about the internal audit results and corrective actions were initiated, most of which were accepted and closed. Occupational health and safety at work system performance is monitored through key system indicators, including injuries or deaths at work and lost working days and hours in relation to the total number of working hours spent at work. Data including 2023 are given in Table 5. In 2023 we had two injuries acknowledged as work-related injuries, but not directly work-related. One happened during a commute to work and the other while leaving work, in an area not controlled by the employer.
27 T H E 2 0 2 3 A N N U A L R E P O R T •
| YEAR | No. Of FATAL ACCIDENTS | No. Of ACCIDENTS | LOST WORKING DAYS | FREQUENCY RATE* | SEVERITY RATE** | Number of injured employees | Number of working hoursper employee | Total hours IGH | Lost hours | Lost days |
|---|---|---|---|---|---|---|---|---|---|---|
| 2013 | 0 | 4 | 100 | 0,03 | 0,74 | 651 | 2088 | 1359288 | 800 | 100 |
| 2014 | 0 | 3 | 50 | 0,02 | 0,39 | 613 | 2088 | 1279944 | 400 | 50 |
| 2015 | 0 | 2 | 59 | 0,02 | 0,49 | 578 | 2088 | 1206864 | 472 | 59 |
| 2016 | 0 | 3 | 26 | 0,03 | 0,23 | 532 | 2088 | 1110816 | 208 | 26 |
| 2017 | 0 | 4 | 22 | 0,04 | 0,22 | 473 | 2088 | 987624 | 176 | 22 |
| 2018 | 0 | 1 | 62 | 0,01 | 0,71 | 421 | 2088 | 879048 | 496 | 62 |
| 2019 | 0 | 5 | 99 | 0,05 | 1,01 | 469 | 2088 | 979272 | 792 | 99 |
| 2020 | 0 | 1 | 18 | 0,01 | 0,17 | 517 | 2088 | 1079496 | 144 | 18 |
| 2021 | 0 | 2 | 15 | 0,02 | 0,14 | 521 | 2088 | 1087848 | 120 | 15 |
| 2022 | 0 | 2 | 8 | 0,02 | 0,08 | 492 | 2088 | 1027296 | 64 | 8 |
| 2023 | 0 | 0 | 8 | 0,00 | 0,10 | 372 | 2088 | 776736 | 0 | 0 |
Calculation frequency: n. Injuries/ n. Hours worked x 10.000
*Index calculation of gravity: total working days lost / total hours worked x 10.000
28 T H E 2 0 2 3 A N N U A L R E P O R T •
In 2023, Company employee rights were regulated by:
* The Labour Act
* A Labour bylaw of 21 August 2023, which entered into force on 1 September 2023, revoking the previous bylaw and its amendments.
* The Decision on Company Vehicle Use no. OD-2-11/2021 of 1 July 2021, revoking The Bylaw on Company Vehicle Use of 8 July 2020.
* Management Decision no. OD-15-1/2021 adopted the consolidated text of the Business Trip and Field Work Bylaw applied from 25 March 2021, and which revokes all other bylaws/decisions on the matter.
* Management Decision no.OD-74/2020 of 20 July 2020, which put into force the Decision on Pay Grades, and revoked the Decision on Pay Grades no. 201/131-4 od 23.03.2017.
On 31 December 2023, INSTITUT IGH, d.d. had 372 employees, with 12 more employees working in branch offices, resulting in a reduction of 93 employees compared to 31 December 2022, when the total number of employees amounted to 477.
| AGE | Low-skilled | Skilled | High School Degree | 3-year College Degree | 5-year College Degree | MSc. | Ph.D. | TOTAL | Share |
|---|---|---|---|---|---|---|---|---|---|
| 20-29 | 13 | 3 | 22 | 38 | 76 | 9,95% | |||
| 30-39 | 1 | 9 | 8 | 69 | 87 | 174 | 22,04% | ||
| 40-49 | 1 | 24 | 12 | 59 | 3 | 99 | 198 | 25,81% | |
| 50-59 | 3 | 1 | 38 | 12 | 45 | 8 | 4 | 111 | 29,30% |
| 60-69 | 5 | 6 | 32 | 3 | 2 | 48 | 12,63% | ||
| 70-75 | 1 | 1 | 0,27% | ||||||
| TOTAL | 23 | 43 | 112 | 144 | 175 | 8 | 4 | 509 | 100% |
| Share | 1,4% | 0,2% | 23,4% | 11% | 58,4% | 4% | 1,6% | 100% |
*Table – The Age and educational structure of IGH employees in Croatia and foreign branch offices on 31 December 2023.
I 29 T H E 2 0 2 3 A N N U A L R E P O R T •
| IGH-R-A Price | Source |
|---|---|
| 8,80-14,90 EUR | ZSE, https://zse.hr, 2024. |
In 2023, the Zagreb Stock Exchange traded with 87.009 shares marked IGH-R-A in the amount of 955.098,15 EUR with the daily concluded prices ranging between 8,80 and 14,90 EUR. (Source: ZSE, Trade information and statistics, Periodic Trade Reports, Review of Trade in 2023). In addition, 13.700 shares were traded on OTC with the average price of 11,10 EUR.
30 T H E 2 0 2 3 A N N U A L R E P O R T •
The largest shareholders are AVENUE MEHANIZACIJA D.O.O. with 38,24%, AVENUE ENGINEERING AND CONSTRUCTION LIMITED with 20,42% and FROTIP DEVELOPMENT D.O.O. with 20,33%, while all other shareholders hold 21,01% shares in the Company.
| 2023 | 2022 | Source | |||
|---|---|---|---|---|---|
| No of shares | % | No of shares | % | ZSE, https://zse.hr, 2024. | |
| IGH-R-A AVENUE MEHANIZACIJA D.O.O. | 566,581 | 38,24% | 0,000 | 0,00% | |
| IGH- R-A FROTIP DEVELOPMENT D.O.O. | 301,173 | 20,33% | 0,000 | 0,00% | |
| IGH- R-A AGRAM BANKA D.D. (0/1) / AVENUE ENGINEERING AND CONSTRUCTION LIMITED (1/1) | 239,500 | 16,17% | 239,500 | 39,03% | |
| IGH- R-A AGRAM BANKA D.D./ AVENUE ENGINEERING AND CONSTRUCTION LIMITED (1/1) | 62,950 | 4,25% | 75,500 | 12,30% | |
| IGH- R-A DRNASIN ANTE | 14,196 | 0,96% | 3,242 | 0,53% | |
| IGH- R-A AGRAM BROKERI D.D. | 13,744 | 0,93% | 0,000 | 0,00% | |
| IGH- R-A LEJO IVAN | 12,500 | 0,84% | 0,000 | 0,00% | |
| IGH- R-A MIHALJEVIĆ BRANKO | 8,100 | 0,55% | 8,010 | 1,31% | |
| IGH- R-A CAPTURIS D.O.O. | 7,895 | 0,53% | 7,895 | 1,29% | |
| IGH- R-A INSTITUT IGH, D.D. (1/1) | 6,659 | 0,45% | 6,659 | 1,09% | |
| IGH- R-A OSTALI DIONIČARI | 248,165 | 16,75% | 272,903 | 44,47% | |
| UKUPNO | 1.481,463 | 100,0% | 613,709 | 100,0% |
There are no holders of securities (shares) in the Company with specific control rights. There are no restrictions regarding voting rights in the Company. Each share carries one vote. There are no time limits for execution of voting rights in the Company, and there are no instances where, in cooperation with the Company, the financial rights pertaining from securities are separated from holding of these securities.
Rules on appointment and revocation of appointment of Management Board members are laid down in Articles 31-34 of the Articles of Association of the Company. Rules on the powers of the Board members are laid down in Article 33 of the Articles of Association. The Articles do not contain special rules on the powers of the Board members to issue Company shares or acquire own shares. Rules on appointment and revocation of appointment of Supervisory Board members and the powers of the Company Supervisory Board are given in Articles 23-30 of the Company's Articles of Association.
On 31 December 2023, the management board was consisted of one member, Robert Petrosian.
During 2023, INSTITUT IGH, d.d Supervisory Board consisted of five members:
1. Žarko Dešković – Chairman of the Supervisory Board
2. Mariyan Tkach – Deputy Chairman
3. Sergej Gljadelkin – Board member
4. Igor Tkach – Board member
5. Marin Božić – Board member
32 T H E 2 0 2 3 A N N U A L R E P O R T •
In line with the Corporate Governance principles, the Management of the Company and its subsidiaries established respective internal control systems and risk management systems. An effective internal control system contributes to the preservation of the company's assets. The Company Management is responsible for the implementation and execution of the internal control and internal audit systems, as an independent and autonomous task which contributes to the definition of risks and assesses the efficiency of controls. Management of the Company and its subsidiaries are responsible for the implementation and execution of internal control of financial reporting. The internal control system is organized to ensure reasonable assurance of the Management regarding the preparation and fair presentation of separate and consolidated financial statements. Company Management and its subsidiaries have assessed the efficiency of internal control regarding the 2023 financial reports and concluded that the internal control of financial reporting has fulfilled all set criteria.
33 T H E 2 0 2 3 A N N U A L R E P O R T •
Along with the risks already mentioned in the notes to the principal financial statements, the Company Management also reports on the following risks:
The Company concluded a pre-bankruptcy settlement on 5 Dec 2013 before the Commercial Court in Zagreb, Ref.no. 72. Stpn-305/2013. The subject settlement became valid and final on 28 Dec 2013. The Company received the Force of res judicta on 15 April 2014. Based on the fact that the pre-bankruptcy settlement is valid and final, the Company sees the pre-bankruptcy settlement risk as a potentially long-term risk, since settlement of commitments towards category a) financial institutions, is due within a period of 6,5 years with a grace period of 3,5 years. In terms of the long-term risk, the Company states that this is a risk over a longer time period in which adequate EBITDA might not be achieved to settle all commitments undertaken by the pre-bankruptcy settlement. From the legally concluded pre-bankruptcy settlement until 31 December 2023, through cash payments, issue of shares for converting a part of creditor's claims into capital, through payment of priority claims and other claims of workers with respective taxes and contributions, and by writing-off in accordance with the provisions of the pre-bankruptcy settlement, the Company settled a total of 56.985 thousand EUR of liabilities incurred prior to the opening of the pre-bankruptcy settlement procedure.With the balance sheet date of 31 December 2023, the remaining debt amounts to 38 thousand EUR and even after the balance sheet date, the company continues to settle its obligations, in order to settle the obligations from the pre-bankruptcy settlement. In the first quarter of 2024, the company payed out the remaining amount of 38 thousand EUR and continues with the implementation of the legal procedure for the pre-bankruptcy settlement. The Company is aware of potential long-term risks, and thus actively undertakes actions to streamline and rationalize business operations and strengthen its market position. In accordance with the achieved improvements in business operations, the Company Management considers that the above stated risks shall not have a significant impact on the long-term viability of business operations.
in 000 EUR
| INSTITUT IGH d.d. | IGH Group | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | Change % | 2023 | 2022 | Change % | |
| Operational revenues | 27.643 | 24.153 | 14,45% | 29.403 | 24.267 | 21,16% |
| Operational costs | 18.269 | 18.514 | -1,32% | 18.447 | 18.723 | -1,47% |
| EBITDA | 9.374 | 5.639 | 66,25% | 10.956 | 5.544 | 97,60% |
| EBITDA margin | 33,91% | 23,35% | 45,26% | 37,26% | 22,85% | 63,09% |
| Short-term assets (except for inventory) | 8.544 | 10.190 | -16,16% | 8.744 | 10.489 | -16,64% |
| Short-term liabilities, except liabilities for credits and loans | 8.574 | 9.547 | -10,19% | 8.860 | 10.285 | -13,85% |
INSTITUT IGH, d.d. company achieved EBITDA in the amount of 9.4 million EUR in 2023, compared to the 5.6 million EUR in 2022. The results of the IGH Group were primarily determined by the operations of the parent company, which had a positive effect on the results of the entire Group. A more detailed financial overview is provided as part of the annual financial statements, which can be found in the Attachments.
INSTITUT IGH, d.d. compiled this Report, presented through this Index, for the period between 1 January 2023 and 31 December 2023 Taking into account the GRI standards.
| GRI STANDARD | DISCLOSURE | PAGE | /OMMISSIONS |
|---|---|---|---|
| GRI 2: General Disclosures 2021 | 2-1 Organizational details | 18 | |
| 2-2 Entities included in the organization’s sustainability reporting | 13, 14 | ||
| 2-3 Reporting period, frequency and contact point | 1 January 2023 - 31 December 2023, Tatjana Bičanić | ||
| 2-4 Restatements of information | N/A | ||
| 2-5 External assurance | 20, 21 | ||
| 2-6 Activities, value chain and other business relationships | 3-7, 12-14, 18 | ||
| 2-7 Employees | 3, 16-17,18-19, 28 | ||
| 2-8 Workers who are not employees | N/A | ||
| 2-9 Governance structure and composition | 18, 30 | ||
| 2-10 Nomination and selection of the highest governance body | 30 | ||
| 2-11 Chair of the highest governance body | 30 | ||
| 2-15 Conflicts of interest | 30 | ||
| 2-16 Communication of critical concerns | 30, 41 | ||
| 2-17 Collective knowledge of the highest governance body | 30 | ||
| 2-18 Evaluation of the performance of the highest governance body | 41 | ||
| 2-19 Remuneration policies | 41 | ||
| 2-20 Process to determine remuneration | 41 | ||
| 2-21 Annual total compensation ratio | 41 | ||
| 2-22 Statement on sustainable development strategy | N/A | ||
| 2-23 Policy commitments | 12 | ||
| 2-24 Embedding policy commitments | 12 | ||
| 2-25 Processes to remediate negative impacts | 41 | ||
| 2-26 Mechanisms for seeking advice and raising concerns | 41 | ||
| 2-27 Compliance with laws and regulations | 2, 19-20, 41 | ||
| 2-28 Membership associations | N/A |
| GRI STANDARD | DISCLOSURE | PAGE | /OMMISSIONS |
|---|---|---|---|
| 2-29 Approach to stakeholder engagement | 12-13 | ||
| 2-30 Collective bargaining agreements | N/A | ||
| GRI 3: Material Topics 2021 | 3-1 Process to determine material topics | 19 | |
| 3-2 List of material topics | 19 | ||
| 3-3 Management of material topics | 19 | ||
| GRI 201: Economic Performance 2016 | 201-1 Direct economic value generated and distributed | N/A | |
| 201-2 Financial implications and other risks and opportunities due to climate change | N/A | ||
| 201-3 Defined benefit plan obligations and other retirement plans | 19 | ||
| 201-4 Financial assistance received from government | N/A | ||
| GRI 202: Market Presence 2016 | 202-1 Ratios of standard entry level wage by gender compared to local minimum wage | No applicable data | |
| 202-2 Proportion of senior management hired from the local community | No applicable data | ||
| GRI 203: Indirect Economic Impacts 2016 | 203-1 Infrastructure investments and services supported | No applicable data | |
| 203-2 Significant indirect economic impacts | No applicable data | ||
| GRI 204: Procurement Practices 2016 | 204-1 Proportion of spending on local suppliers | No applicable data | |
| GRI 205: Anti-corruption 2016 | 205-1 Operations assessed for risks related to corruption | No applicable data | |
| 205-2 Communication and training about anti-corruption policies and procedures | During probation period | ||
| 205-3 Confirmed incidents of corruption and actions taken | N/A | ||
| GRI 206: Anti-competitive Behaviour 2016 | 206-1 Legal actions for anti-competitive behaviour, anti-trust, and monopoly practices | N/A | |
| GRI 207: Tax 2019 | 207-1 Approach to tax | In accordance with the law | |
| 207-2 Tax governance, control, and risk management | 32-33 | ||
| 207-3 Stakeholder engagement and management of concerns related to tax | N/A | ||
| 207-4 Country-by-country reporting | 12-13,16-18,41 | ||
| GRI 301: Materials 2016 | 301-1 Materials used by weight or volume | 22-27 | |
| 301-2 Recycled input materials used | N/A | ||
| 301-3 Reclaimed products and their packaging materials | N/A | ||
| GRI 302: Energy 2016 | 302-1 Energy consumption within the organization | 23-26 | |
| 302-2 Energy consumption outside of the organization | 23-26 | ||
| 302-3 Energy intensity | 25-26 | ||
| 302-4 Reduction of energy consumption | 23-26 | ||
| 302-5 Reductions in energy requirements of products and services | 23-26 | ||
| GRI 303: Water and wastewater 2018 | 303-1 Interactions with water as a shared resource | 26 | |
| 303-2 Management of water discharge- related impacts | 26 | ||
| 303-3 Water withdrawal | 26 | ||
| 303-4 Water discharge | 26 | ||
| 303-5 Water consumption | 26 | ||
| GRI 304: Biodiversity 2016 | 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas | 26 | |
| 304-2 Significant impacts of activities, products and services on biodiversity | N/A | ||
| 304-3 Habitats protected or restored | N/A | ||
| 304-4 IUCN Red List species and national conservation list species with habitats in areas affected by operations | N/A | ||
| GRI 305: Emissions 2016 | 305-1 Direct (Scope 1) GHG emissions | N/A | |
| 305-2 Energy indirect (Scope 2) GHG emissions | N/A | ||
| 305-3 Other indirect (Scope 3) GHG emissions | N/A | ||
| 305-4 GHG emissions intensity | 23-25 | ||
| 305-5 Reduction of GHG emissions | 23-25 | ||
| 305-6 Emissions of ozone-depleting substances (ODS) | 23-25 | ||
| 305-7 Nitrogen oxides (NOx), sulphur oxides (SOx), and other significant air emissions | N/A | ||
| GRI 306: Waste 2020 | 306-1 Waste generation and significant waste-related impacts | 22-23 |
| GRI STANDARD | DISCLOSURE | PAGE | /OMMISSIONS |
|---|---|---|---|
| 306-2 Management of significant waste- related impacts | 22-23 | ||
| 306-3 Waste generated | 22-23 | ||
| 306-4 Waste diverted from disposal | 22-23 | ||
| 306-5 Waste directed to disposal | 22-23 | ||
| GRI 308: Supplier Environmental Assessment 2016 | 308-1 New suppliers that were screened using environmental criteria | N/A | |
| 308-2 Negative environmental impacts in the supply chain and actions taken | N/A | ||
| GRI 401: Employment 2016 | 401-1 New employee hires and employee turnover | 3, 28 | |
| 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees | N/A | ||
| 401-3 Parental leave | Not included in this report | ||
| GRI 402: Labour/Management Relations 2016 | 402-1 Minimum notice periods regarding operational changes | In agreement with employer | |
| GRI 403: Occupational Health and Safety 2018 | 403-1 Occupational health and safety management system | 20, 26-27 | |
| 403-2 Hazard identification, risk assessment, and incident investigation | 26-27, 32 | ||
| 403-3 Occupational health services | 26-27 | ||
| 403-4 Employee participation, consultation, and communication on occupational health and safety | 26-27 | ||
| 403-5 Employe training on occupational health and safety | All employees have to undergo training and get tested | ||
| 403-6 Promotion of employee health | There are occasiopnally employee programs. All employees working in the field have to go through mandatory health chekups and skill tests. | ||
| 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships | There are occasiopnally employee programs. All employees working in the field have to go through mandatory health chekups and skill tests. | ||
| 403-8 Workers covered by an occupational health and safety management system | No applicable data | ||
| 403-9 Work-related injuries | 26-27 | ||
| 403-10 Work-related ill health | 26-27 | ||
| GRI 404: Training and Education 2016 | 404-1 Average hours of training per year per employee | No applicable data | |
| 404-2 Programs for upgrading employee skills and transition assistance programs | No applicable data | ||
| 404-3 Percentage of employees receiving regular performance and career development reviews | No applicable data | ||
| GRI 405: Diversity and Equal Opportunity 2016 | 405-1 Diversity of governance bodies and employees | 29, 30 | |
| 405-2 Ratio of basic salary and remuneration of women to men | Equal | ||
| GRI 406: Non-discrimination 2016 | 406-1 Incidents of discrimination and corrective actions taken | N/A | |
| GRI 407: Freedom of Association and Collective Bargaining 2016 | 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk | N/A | |
| GRI 408: Child Labour 2016 | 408-1 Operations and suppliers at significant risk for incidents of child labour | N/A | |
| GRI 409: Forced or Compulsory Labour 2016 | 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labour | N/A | |
| GRI 410: Security Practices 2016 | 410-1 Security personnel trained in human rights policies or procedures | N/A | |
| GRI 411: Rights of Indigenous Peoples 2016 | 411-1 Incidents of violations involving rights of indigenous peoples | N/A | |
| GRI 413: Local Communities 2016 | 413-2 Operations with significant actual and potential negative impacts on local communities | N/A |
| GRI STANDARD | DISCLOSURE | PAGE | /OMMISSIONS |
|---|---|---|---|
| GRI 414: Supplier Social Assessment 2016 | 414-1 New suppliers that |
GRI 413: Local Communities 2016
414-2 Negative social impacts in the supply chain and actions taken N/A
GRI 414: Supplier Social Assessment 2016
415-1 Political contributions N/A
GRI 415: Public Policy 2016
416-1 Assessment of the health and safety impacts of product and service categories N/A
GRI 416: Customer Health and Safety 2016
416-2 Incidents of non-compliance concerning the health and safety impacts of products and services N/A
GRI 417: Marketing and Labelling 2016
417-1 Requirements for product and service information and labelling N/A
417-2 Incidents of non-compliance concerning product and service information and labelling N/A
417-3 Incidents of non-compliance concerning marketing communications N/A
GRI 418: Customer Privacy 2016
418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data N/A
41
T H E 2 0 2 3 A N N U A L R E P O R T • 19. SIGNATURE BY COMPANY MANAGEMENT
By signing this report, the Company Management hereby makes the following statement: „In accordance with our beliefs, knowledge and information at our disposal, we hereby state that all information set forth in this Report constitute a complete and accurate representation, and facts that could affect the completeness and accuracy of this Report have not been omitted.“
Robert Petrosian, CEO
42
T H E 2 0 2 3 A N N U A L R E P O R T • 20. ATTACHMENTS
43
T H E 2 0 2 3 A N N U A L R E P O R T • Attachment 1. SCIENTIFIC COUNCIL OF INSTITUT IGH, d.d.
During year 2023, the Institut IGH, d.d. continued with the implementation of the already started and opened new activities in the field of scientific research work and innovation. In pending with the appropriate legal frameworks and standardized methods, work progerss continued on determining the content of microplastics, as well as activities in the field of hydrogen production (feasibility study of integrated hydrogen and methane production). Cooperation with companies from other sectors (automotive and other industries) in the segment of development of specific methods tailored to the customer has also continued. Tests were successfully done in the area of construction products with a lower CO2 footprint, as well as tests on the use of waste materials in the production of asphalt. The preparation of projects related to energy storage in building materials as well as the use of waste water in the production of building materials has begun. In terms of innovation, the verification and validation of 31 new methods from the field of laboratory testing were carried out, and they were included in the new scope of accreditation of the IGH Laboratories.
44
T H E 2 0 2 3 A N N U A L R E P O R T • Attachment 2. CORPORATE MANAGEMENT CODE
The corporate management code that is a key part of this report will be submitted as a separate document.
45
T H E 2 0 2 3 A N N U A L R E P O R T • Attachment 3. FINANCIAL STATEMENTS
Unconsolidated and consolidated financial statements of the company INSTITUT IGH, d.d. for the year which ended on December 31, 2023 together with the Independent Auditor's Report.
IGH Group 2023 Annual Consolidated Financial Statement and an Independent Auditor's Report
| Page | Management's Response | Independent Auditor's Report | Consolidated statement of comprehensive income | Consolidated statement of financial position | Consolidated statement of changes in equity | Consolidated statement of cash flows | Notes to the Consolidated financial statements |
|---|---|---|---|---|---|---|---|
| 1 | |||||||
| 2 - 8 | X | ||||||
| 9 | X | ||||||
| 10 | X | ||||||
| 11 | X | ||||||
| 12 | X | ||||||
| 13-66 | X |
1 Responsibility for the Annual Consolidated Financial Statements
The Management of INSTITUT IGH d.d., Zagreb, Janka Rakuše 1 and its subsidiaries (hereinafter IGH Group) shall ensure that the Company’s 2023 annual consolidated and separate financial statements are prepared in accordance with the current Croatian Accounting Act and International Financial Reporting Standards, which are defined by the European Commission and published in the Official Journal of the European Union. They shall provide a true and fair view of the financial position, operating results, changes in capital and cash flows of the IGH Group for the subject period. After making enquiries, the Management Board has a reasonable expectation that the IGH Group has adequate resources to continue as a going concern for the foreseeable future. For this reason, the Management Board continues to adopt the going concern basis in preparing the financial statements for the IGH Group.
In preparing the annual financial statements, the responsibilities of the Management Board include:
* the selection and then consistent application of appropriate accounting policies in accordance with current financial reporting standards
* providing reasonable and prudent judgments and assessments
* the preparation of annual financial statements on a going concern basis, unless this assumption is inappropriate.
The Management is responsible for keeping proper accounting records, which will at any time and with reasonable accuracy reflect the financial position, operating results, changes in capital and cash flows of the IGH Group and must also ensure that the financial statements comply with the Croatian Accounting Act in force. The Management Board is also responsible for safeguarding the assets of the IGH Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On behalf of the Management Board:
Robert Petrosian Željka Sikaček Marija Đuroković
Director Procurator Procurator
Senka Žaja Tatjana Bičanić
Procurator Procurator
Institut IGH, d.d.
Janka Rakuše 1
10 000 Zagreb
Republic of Croatia
In Zagreb, 29 April 2024
IGH Group Consolidated statement on financial position as at 31 December 2023
2 INDEPENDENT AUDITOR'S REPORT TO THE OWNER INSTUTUT IGH D.D.
Audit report on the annual financial statements
Qualified opinion
We have audited the consolidated financial statements of INSTITUT IGH d.d., Zagreb (“the Company”), which include the consolidated statement of financial position as at 31 December 2023, the consolidated statement of other comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in capital for the year then ended, as well as the notes to the consolidated financial statements, including significant accounting policies.
In our opinion, the consolidated financial statements fairly and truthfully present the financial position of the Company as at 31 December 2023, its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards adopted by the European Union (IFRS).
Basis for Qualified Opinion
We have conducted our audit in accordance with International Auditing Standards (IAS). Our responsibilities pursuant to these standards are described in more detail in the Auditor's Responsibilities in the Audit of Annual Consolidated and Separate Financial statements section of our Auditor's report. We are independent of the Company, in accordance with the International Code of Ethics for Professional Accountants, including International Independency Standards issued by the International Ethics Standards Board for Accountants (IESBA) (The IESBA Code), as well as in accordance with the ethical requirements relevant for our audit of financial statements in the Republic of Croatia. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide the basis for our opinion.
Other matter
The annual consolidated financial statements of IGH Group for the year ended 31 December 2022 were audited by another auditor who issued a modified opinion on those financial statements on 10 October 2023.
Drawing attention to matters
We would like to draw attention to Note 2.6 „Going concern“ and Note 35 „The effects of the pre- bankruptcy settlement“ accompanying these financial statements. As at 31 December 2023, the IGH Group's short-term liabilities exceed the short-term assets by EUR 2.992 thousand (EUR 17,987 thousand in 2022). The Management Board of the IGH Group is making efforts to resolve the current situation and improve the Company's business and financial position, all for the purpose of doing business under the assumption of going concern. Our opinion has not been modified on this matter.
Key audit matters
Key audit matters are those matters that were, in our professional judgement, of greatest importance in our audit of consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
IGH Group Consolidated statement on financial position as at 31 December 2023
3
| Key audit matter | Our audit procedures |
|---|---|
| Recognition of revenue | The auditors' attention focused on: |
| Revenue from sales for the year ended 31 December 2023 amounted to EUR 16.357 thousand (EUR 19.982 thousand IN 2022). As at 31 December 2023, trade receivables amounted to EUR 3,197 thousand (EUR 5.006 thousand in 2022). See Note 3.3. Recognition of Revenue and Note 4. Information on segments in related annual financial statements | The Company's income comes from the sale of services in civil engineering.# Report of Independent Auditors |
We have audited the consolidated financial statements of IGH Group (the "Company"), which comprise the consolidated statement on financial position as at 31 December 2023, the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at 31 December 2023, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards adopted by the European Union ("IFRS adopted by the EU").
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of this report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants and other ethical requirements applicable to our audit of the consolidated financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In view of the above, we considered that the existence, accuracy and completeness of income, as well as its distribution in the proper period required our increased attention and as such we considered it a key audit issue and representative sample.
Management is responsible for other information. Other information includes the Management Report and the Statement on the Application of the Corporate Governance Code, included in the Annual Report, but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the financial statements does not include other information.
In relation to our audit of the consolidated financial statements, it is our responsibility to read other information and, in doing so, to consider whether other information is significantly contradictory to the consolidated financial statements or to our findings gained in the audit, or if they otherwise seem significantly misrepresented.
As regards the Management Report and the statement on the implementation of the Corporate Governance Code, we also carried out the procedures prescribed by the Accounting Act. Those procedures include verification that the Management Report has been drawn up in accordance with Article 21 of the Accounting Act and whether the statement on the implementation of the Corporate Governance Code contains the data referred to in Article 22 of the Accounting Act.
Based on the conducted procedures, to the extent to which we are able to estimate, we report that:
Based on the knowledge and understanding of the Company's business and its environment, gained while auditing the annual consolidated financial statements, we are obliged to report if we find that there are serious misrepresentations in the attached Management Report and the Statement on the Application of the Corporate Governance Code. In that sense, we have nothing to report.
The management shall be responsible for drawing up the annual consolidated financial statements that present true and fair facts in accordance with IFRS and for those internal controls that the Management determines are necessary to enable the preparation of consolidated financial statements that are free from material misrepresentation as a result of fraud or error.
When drawing up the annual consolidated financial statements, the Management is responsible for the estimate of the Company's ability to continue as a going concern, for the publishing, if applicable, of the matters related to going concern and the use of going concern basis of accounting, unless the Management plans to liquidate the Company or has no real alternative but to do so.
Those in charge of management are responsible for overseeing of the financial reporting process established by the IGH Group.
Our objectives are to obtain a reasonable assurance about whether there are serious misrepresentations due to fraud or error in the annual consolidated financial statements as a whole and to issue an Independent Auditor's Report including our Qualified Opinion. A reasonable assurance is a high level of assurance but it is no guarantee that an audit done in accordance with IASs will always reveal a serious misrepresentation when there is one.
Misrepresentations can occur due to fraud or error and are considered significant if it can reasonably be expected that, individually, or cumulatively, these misrepresentations influence the economic decisions of the users made on the basis of those annual consolidated financial statements.
As an integral part of an audit in accordance with IAS, we make professional judgements and maintain professional scepticism during an audit. We also:
We communicate with those in charge of Management regarding, among other, the planned scope and time schedule of the audit, and the important audit findings, including significant flaws in internal controls discovered during our audit. We also make a statement to those in charge of Management that we have complied with the relevant ethical requirements regarding independence and will communicate with them on all relationships and other issues that can reasonably be considered to affect our independence, as well as, where applicable, on actions taken to address the threats to independence, and related safeguards. Among the matters communicated to those in charge of Management, we determine those matters of utmost importance in the audit of annual consolidated financial statements in of the current period making these matters key audit matters. We describe those matters in our Independent Auditor's Report, unless an Act or a Regulation prevents the public disclosure of a matter or, when we decide, under extremely rare circumstances, that a matter should not be disclosed in our Auditor’s Report, because it can reasonably be expected that the negative consequences of disclosure would outweigh the benefits of public interest in such a disclosure.
In the audit of the IGH Group annual consolidated financial statements for the year 2023, we determined the materiality of financial statements as a whole in the amount of EUR 278 thousand, which is approximately 5,5% of the EBITDA, as we consider that due to the high IGH Group Consolidated statement on financial position as at 31 December 2023 ___ 6 depreciation and financing costs, this is the most appropriate benchmark for measuring the Group's performance.
Our audit opinion is consistent with the additional Report for the IGH Group’s Audit Committee drawn up in accordance with the provisions of Article 11 of Regulation (EU) No. 537/2014.
During the period between the initial date of the audited 2023 consolidated financial statements of the IGH Group, and the date of this Report, we did not provide forbidden non-audit services to the Company and we did not, in the business year prior to the abovementioned period, provide services for the design and implementation of internal control procedures or risk management procedures related to the preparation and/or control of financial information or the design and implementation of technological systems for financial information, and we maintained our independence in relation to the Company during our audit.
A Report based the requirement of Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format. A Report on the Auditor's assurance on the harmonization of the consolidated financial statements, prepared pursuant to the provisions of Article 462. paragraph 5 of the Capital Markets Act (Official Gazette, no. 65/18, 17/20, 83/21 and 151/22) by applying the requirement of the Delegated Regulation (EU) 2018/815 specifying a single electronic reporting format for the issuer (hereinafter: the ESEF Regulation).
We conducted our engagement with the expression of a reasonable belief as to whether the consolidated financial statements were prepared for the purposes of public disclosure pursuant to Article 462, paragraph 5 of the Capital Market Act, which are contained in the attached electronic file Grupa IGH-2023-12-31-en in all material respects prepared in accordance with the requirements of the ESEF Regulation.
The IGH Group Management is responsible for the preparation and content of the consolidated financial statements in accordance with the Regulation on ESEF. In addition, the IGH Group's Management is responsible for the maintenance of internal control systems that reasonably ensure the preparation of the consolidated financial statements without significant discrepancies between them and the requirements contained in the ESEF regulation, whether due to fraud, or error.
The IGH Group's Management is also responsible for:
Those in charge of management are responsible for supervising the preparation of the consolidated financial statements in ESEF format as part of the financial reporting process.
IGH Group Consolidated statement on financial position as at 31 December 2023 ________________ 7
Our responsibility is to express a conclusion, based on the audit evidence collected, whether the consolidated financial statements are free from material non-compliance with the requirements of the ESEF Regulation.
We conducted this engagement with the expression of a reasonable conviction, in accordance with the International Standard on Assurance Engagement (ISAE) 3000 (amended) - engagements with the expression of convictions other than audits or insights into historical financial information.
The nature, timeframe and scope of the chosen procedures depend on the auditor's judgement. A reasonable assurance represents a high level of assurance, but does not ensure that the scope of testing will reveal every material discrepancy with the ESEF Regulation.
We carried out the following activities as part of the selected procedures:
The aim of our procedures was to assess whether:
We believe that the audit evidence we have gathered is sufficient and appropriate to provide a basis for our conclusion.
In our opinion, based on conducted procedures and obtained evidence, the consolidated financial statements presented in the ESEF format, contained in the above-mentioned attached electronic file and pursuant to the provision of Article 462 (5) of the Capital Markets Act, prepared for public disclosure, in all significant respects are in accordance with the requirements of Articles 3, 4 and 6 of the ESEF Regulation for the year ended 31 December 2023.
In addition to this conclusion, as well as the opinion contained in this Independent Auditor's Report for the accompanying consolidated financial statements and Annual Report for the year ended 31
IGH Group Consolidated statement on financial position as at 31 December 2023 ________________ 8
December 2023, we do not express any opinion on the information contained in these statements or on other information contained in the above-mentioned file.
The partner engaged in the audit, which resulted in this Independent Auditor's Report is Paško Anić- Antić.
Paško Anić-Antić
Paško Anić-Antić
Croatian authorized auditor
Director
29 April 2024
Russell Bedford Croatia – Revizija d.o.o.
Selska cesta 90B
10000 Zagreb
Republic of Croatia
IGH Group Consolidated statement on financial position as at 31 December 2023 ________________ 9
| DESCRIPTION | Notes | 2023 | 2022 |
|---|---|---|---|
| Thous. | Thous. | ||
| EUR | EUR | ||
| Sales Revenue | 4 | 16.375 | 19.982 |
| Other operating income | 5 | 13.029 | 4.285 |
| Total revenue | 29.404 | 24.267 | |
| Cost of consumables, raw materials and services | 6 | (744) | (977) |
| Cost of services | 6 | (4.718) | (4.115) |
| Staff costs | 7 | (11.347) | (12.724) |
| Other operating expenses | 9 | (1.638) | (907) |
| Total operating expenses | (18.447) | (18.723) | |
| Depreciation | 13 i 14 | (2.230) | (2.461) |
| Impairments/value adjustment of other fixed | 8 | (171) | (2) |
| assets | |||
| Value adjustment of receivables | 8 | (370) | (189) |
| Total depreciation and impairment | (2.771) | (2.652) | |
| Financial revenue | 10 | 311 | 594 |
| Financial expenditure | 11 | (4.647) | (1.623) |
| Pre-tax profit | 3.850 | 1.863 | |
| Corporate tax | 15 | 1.135 | 139 |
| Current year profit | 4.985 | 2.002 | |
| equity holders | 4.983 | 2.009 | |
| holders of a minority interest | 2 | (7) | |
| Earnings per share (Euro) | 3 | 3,37 | 3,32 |
| Other comprehensive income not to be reclassified through profit and loss | |||
| Exchange rate differences from foreign operations | 39 | (12) | |
| Other comprehensive profit | 39 | (12) | |
| Total comprehensive profit for the year | 5.024 | 1.990 | |
| equity holders | 5.022 | 1.997 | |
| holders of a minority interest | 2 | (7) |
Notes given in attachment comprise an integral part of these consolidated annual financial statements
IGH Group Consolidated statement on financial position as at 31 December 2023 ________________ 10
| DESCRIPTION | Notes | 2023 | 2022 |
|---|---|---|---|
| Thous. | Thous. | ||
| EUR | EUR | ||
| IMOVINA | |||
| Non-current assess | 13 20 | 220 | |
| Property, plants and equipment | 14 | 8.017 | 8.399 |
| Investment in property | 33 | 33 | |
| Investments in related parties and other investments | 15 | 1.986 | 1.991 |
| Loans and deposits given | 17 | 17 | 41 |
| Trade receivables and other receivables | 16 | 163 | 199 |
| NON-CURRENT ASSETS TOTAL | 10.236 | 10.883 | |
| Inventories | 75 | 92 | |
| Trade receivables and other receivables | 16 | 3.196 | 5.005 |
| Loans given and deposits | 17 | 3.975 | 3.601 |
| Accrued income and prepaid expenses | 20 | 572 | 866 |
| Contract assets | 21 | 567 | 504 |
| Cash in bank | 18 | 434 | 513 |
| CURRENT ASSETS TOTAL | 8.819 | 10.581 | |
| Non-current assets held for sale | 19 | 1.632 | 1.632 |
| TOTAL ASSETS | 20.687 | 23.096 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 22 | 14.815 | 15.476 |
| Own shares | 23 | (484) | (484) |
| Reserves for own shares | 23 | 192 | 192 |
| Other reserves | 23 | 134 | 134 |
| Capital reserves | 23 | (34) | (34) |
| Revaluation reserves | 24 | 2.507 | 5.518 |
| Accumulated losses | (13.315) | (33.861) | |
| Noncontroling interest | 63 | 61 | |
| EQUITY TOTAL | 3.878 | (12.998) | |
| Loans and borrowings | 25 | 31 | 48 |
| Lease liabilities | 26 | 1.882 | 3.237 |
| Provisions | 27 | 987 | 1.456 |
| Deferred tax liabilities | 12 | 440 | 1.128 |
| Trade and other payables | 28 | 26 | 26 |
| LONG-TERM LIABILITIES TOTAL | 3.366 | 5.895 | |
| Loans and borrowings | 25 | 4.583 | 19.914 |
| Lease liabilities | 26 | 1.356 | 1.658 |
| Trade and other payables | 28 | 6.077 | 6.088 |
| Liabilities for advances received | 29 | 788 | 930 |
| Liabilities for deposits received | 29 | 41 | 37 |
| Provisions | 27 | 338 | 323 |
| Contract liabilities | 21 | 137 | 138 |
| Accrual and deferred income | |||
| ## Separate statement of changes in equity for the year ending on 31 December 2023 |
Notes given in attachment comprise an integral part of these consolidated annual financial statements
| Non-controlling interest | Share capital | Reserves for own shares | Other reserves | Revaluation reserves | Accumulated loss | TOTAL equity |
|---|---|---|---|---|---|---|
| Status on 31 December 2021 | 15,476 | (34) | (484) | 192 | 199 | 5,920 |
| Reserves for bonus and option shares | 0 | 0 | 0 | 0 | (66) | 0 |
| Transfer from revaluation reserves | 0 | 0 | 0 | 0 | 0 | (368) |
| Effect of alterations of accumulated loss from earlier periods | 0 | 0 | 0 | 0 | 0 | 0 |
| Other changes | 0 | 0 | 0 | 0 | 0 | (34) |
| Current year profit | 0 | 0 | 0 | 0 | 0 | 0 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 | (12) |
| Total comprehensive income | 0 | 0 | 0 | 0 | 0 | (12) |
| Status on 31 December 2022 | 15,476 | (34) | (484) | 192 | 134 | 5,518 |
| Status on 1 January 2023 | 15,476 | (34) | (484) | 192 | 134 | 5,518 |
| Transfer from revaluation reserves | 0 | 0 | 0 | 0 | 0 | (3,036) |
| Other changes | (661) | 0 | 0 | 0 | 0 | 25 |
| Current year profit | 0 | 0 | 0 | 0 | 0 | 0 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 |
| Status on 31 December 2023 | 14,815 | (34) | (484) | 192 | 134 | 2,507 |
| 2023 | 2022 | |
|---|---|---|
| Cash flow generated from operations | ||
| Profit(loss) before taxation | 3,850 | 1,863 |
| Adjustments: | ||
| Depreciation | 2,240 | 2,461 |
| Value adjustments from receivables | 155 | (21) |
| Income from interest | (2) | 5 |
| Interest expenses | (674) | 723 |
| Net decreases in provisions | (454) | (76) |
| Gains from the sale of long-term tangible and intangible assets | 780 | 0 |
| Write-off of liabilities | 0 | (3,661) |
| Other adjustments for non-financial transactions and unrealised profit and losses | 9,922 | (85) |
| Result from operating activities before changes in working capital | 15,817 | 1,209 |
| Decrease (Increase) of receivables | 1,843 | 1,068 |
| Decrease of contract assets | (64) | 81 |
| (Decrease) Increase of current liabilities | (16,466) | (572) |
| (Decrease) of contract liabilities | (1) | (140) |
| Net cash flow from operating activities before interests and tax | (14,688) | 437 |
| Net cash flow from operating activities | 1,129 | 1,646 |
| Cash flows from investment activities | ||
| Outflow for purchase of non-current tangible and intangible assets | 0 | (307) |
| Cash outflows for loans and deposits | (389) | 0 |
| Cash receipts from loans provided | 0 | 43 |
| Net cash flow from investment activities | (389) | (264) |
| Cash flows from financial activities | ||
| Cash receipts from loan principal, loans and other borrowings | 538 | 1,201 |
| Cash outflows for repayment of principal loans and bonds | 0 | (1,004) |
| Cash outflows for rent | (1,357) | (1,935) |
| Net cash flow from financial activities | (819) | (1,738) |
| Net increase or decrease in cash flows | (79) | (356) |
| Cash and cash equivalents at beginning of the period | 513 | 869 |
| Cash and cash equivalents at the end of the period | 434 | 513 |
Notes given in attachment comprise an integral part of these separate annual financial statements
____________ 13
Institut IGH d.d., Zagreb, Janka Rakuše 1, Croatia (the Company), VAT/OIB 79766124714, entered in the Commercial Court Register in Zagreb under the registration number 080000959. Company shares, mark IGH-R-A, ISIN: HRIGH0RA0006 are listed on the Zagreb Stock Exchange.
The consolidated financial statements shall comprise members of the IGH Group of eight related companies as follows:
IGH Group is engaged in professional and scientific research in the field of civil engineering which includes: design, elaboration of studies, technical supervision, consulting, investigation works, and proof of serviceability, laboratory testing and calibration. The Company is certified for these activities in accordance with the Sustainable Development Standards: EN ISO 9001, EN ISO 14001, EN ISO 45001. The headquarters of the IGH Group is located at Janka Rakuše 1, Zagreb, Republic of Croatia. Except business operations run from the registered office, IGH Group conducts its business through subsidiaries in Georgia, Russia, Bosnia and Herzegovina, North Macedonia, Armenia, Hungary and Kosovo.
Members of the General Assembly are individual Company shareholders or their proxies.
In 2023, the Supervisory Board of Institut IGH d.d. consisted of 5 members, as follows:
On 31 Dec 2023, the Management Board consists of 1 member:
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS), valid throughout the EU. IGH Group conducts its accounting records in the Croatian language, in Croatian Kuna, in accordance with Croatian laws and the accounting principles and practices observed by enterprises in Croatia. These consolidated financial statements were authorised for issue by the Management Board 29 April 2024. The consolidated financial statements for the year ended 31 December 2023 are available at the company's web site https://www.igh.hr/.
In the ongoing reporting period, the following amendments to existing standards published by the International Accounting Standards Committee (IASC) and adopted by the European Union and are effective.
| Standard Name |
|---|
| MSFI 17 New IFRS 17 “Insurance contracts” including amendments to IFRS 17 published in June 2020 and December 2021 |
| Amend. IAS 1 Disclosure of accounting policies |
| Amend.IAS 8 Definition of accounting estimates |
| Amend. IAS 12 Deferred tax relating to assets and liabilities arising from a single transaction |
| Amend. IAS 12 International tax reform – Pillar II Rule model |
The adoption of new standards did not lead to material changes in the disclosures or amounts presented in these financial statements.
At the date of approval of these financial statements, the following amendments to the existing standards published by the OMRS were published, but not in force, and were adopted in the European Union.
| Standard Name | Date of entry into force |
|---|---|
| Amendments to Leaseobligation in sale-leaseback transactions IFRS 16 | 1 Jan 2024 |
| Amendments to Classification of liabilities as current or non-current and non-current liabilities with contractual terms IAS 1 | 1 Jan 2024 |
____________ 15
IFRS currently adopted in the European Union do not differ significantly from those adopted by the International Accounting standards Board (OIAS), with the exception of the following new standards and amendments to existing standards, the adoption of which has not yet been decided by the European Union on one year (the dates of entry into force mentioned below refer to IFRS issued by the OIAS):
| Standard Name | Status of adoption in the EU |
|---|---|
| Amendments to IAS 7 and IFRS 7 Financing agreements with suppliers | Not yet adopted in the EU (Effective date set by IASB: 1 January 2024) |
| Amendments to IAS 21 Inability to replace | Not yet adopted in the EU (Effective date set by the IASB: 1 January 2025) |
| IFRS 14 Regulatory deferral | The European Commission has decided the procedure to postpone for the adoption of this transitional Standard until the publication of its final version (Effective date set by the IASB: 1 January 2016) |
| Amendments to IFRS 10 and IAS 28 Sale or subscription of assets between the investor and its affiliated entity or joint venture | Adoption procedure postponed until completion and subsequent modifications of the research project on the topic of application of the share method (IASB postponed the date of entry into force for an indefinite period, with earlier application permitted) |
The financial statements are presented in accordance with the historical cost convention, except for the following:
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
16
The items included in the financial statements of the Company are reported in the currency of the primary economic environment in which the Company operates (functional currency). Since the Republic of Croatia introduced the Euro as the official currency from 1 January 2023 in accordance with the Act on the introduction of the Euro as the official currency in the Republic of Croatia, the Company changed the presentation currency from HRK to EURO for the purpose of preparing financial statements for the year ended 31 December 2023. The financial statements for the year ended 31 December 2023 were first prepared in thousands EUR. The Euro is also the functional currency of the Company from 1 January 2023 (until 1 January 2023 the functional currency was the HRK). Although the change in the presentation currency in the financial statements constitutes a change in accounting policy, requiring retroactive application, the Company did not disclose the third balance sheet in the financial statements for the year ended 31 December 2023 in accordance with International Accounting Standard 8 (IAS) Accounting Policy, changes in Accounting estimates and errors, as it found that the change in the presentation currency had no significant impact on the financial statements of the Company, due to the stable exchange rate of HRK/EUR in recent years. The level of rounding shown in the accounts is in thousands of Euros.
The preparation of financial statements in accordance with IFRS requires the Management to make judgments, estimates and assumptions that affect the application of policies and amounts published for assets and liabilities, income and expenses. Estimates and associated assumptions are based on historical experience and various other factors, which are believed to be reasonable under the circumstances, the result of which forms the starting point for creating estimates of the value of assets and liabilities, which cannot be obtained from other sources. Actual results may differ from such estimates. These estimates and respective assumptions are subject to regular reviews. The impact of an estimate correction is recognized in the period in which the estimate was corrected if the correction affects only the period in which it was made or in the period in which the correction was made and future periods if the correction affects current and future periods. Judgments made by the Management in the application of IFRS, which have a significant impact on the financial statements and judgments where the risk of materially significant adjustments in the next year is high, are listed in note 3.1.
During 2013, INSTITUT IGH d.d. initiated pre-bankruptcy settlement proceedings. On the basis of this, the Company concluded an agreement with creditors on the restructuring of liabilities, and limited the exposure arising from co-debtor relationships with certain related companies. Regardless of the financial restructuring, the Company increased the capital (recapitalized) at that time by issuing new shares and initiated the process of selling certain assets in order to ensure the necessary solvency. The pre-bankruptcy settlement procedure was successfully completed through a Decision of the Commercial Court in Zagreb no. 72. Stpn- 305/13 of 5 December 2013 which approved the conclusion of the Pre-bankruptcy settlement between the debtor, Institut IGH d.d. and the creditor of the Pre-bankruptcy settlement. The Pre-bankruptcy settlement became final on 28 December 2013. The effects and the fulfilment of the Pre-bankruptcy settlement are described in detail in note 35. As of 15 February 2024, the Company settled all pre-bankruptcy settlement commitments which amounted 38 thous. Euro on 31Dec 2023. In order to improve the profitability of operations and core business, over the past years the Company has
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
17
implemented a number of operational restructuring measures and has had a more active market access. IGH Group recorded a decrease in sales revenues in 2023 compared to 2022 of HRK 3,607 thousand, but recorded operating profit in the amount of EUR 1,954 thousand (2022 profit amounting to EUR 2,002 thousand). The IGH Group's capital is positive at EUR 3.878 thousand (in 2022 the capital was negative at EUR 12.999 thousand). On 31 December 2023, short-term liabilities of the IGH Group exceed short-term assets by EUR 2.992 thousand (2022: short-term liabilities exceed short-term assets by EUR 17.987 thousand). Since the final pre-bankruptcy agreement to 31 December 2023, the Company paid off a total of Euro 56.985 thousand of liabilities incurred before the start of the Pre-bankruptcy agreement proceedings. During 2023, the Company paid off Euro 1.414 thousand of PIK debt, Euro 9.316 thousand of senior debt and Euro 3.378 thousand of respective interest. With the balance sheet date, Senior debt due amounts to Euro 38 thousand which has been fully settled by 15 Feb 2024. These financial reports have been prepared under the assumption of a going concern In 2024, the IGH Group’s management continued to adjust and change key business processes and activities that are necessary for ensuring the quality and stability of further business, with a focus on strategic goals and future development of the Company. In addition to all of the above, the Board considers that on the basis of business plans and concluded contracts, the Company is capable of continuing its operations. The closure of the pre-bankruptcy settlement is formally the main task of the Management Board, which is in the process of implementation, and it is expected to be concluded by 30 June 2024. Below given is an outline of significant accounting policies adopted for the preparation of these financial statements. These accounting policies have been consistently applied for all periods included in these statements.
Key judgements in the application of accounting policies
Preparing financial statements in accordance with IFRS requires the Management to produce judgments, estimates and assumptions that affect the application of policies and amounts disclosed for assets, liabilities, income and expenses. Actual results may differ from such estimates. Estimates and related assumptions are continuously reviewed. The impact of an estimate correction shall be recognised in the period in which the estimate has been corrected and in future periods if the correction affects current and future periods.
(i) Recognition of revenue
The IGH Group recognises revenues and costs under contracts from the design activity based on an assessment of the degree of completion of the contracted operations at the balance sheet date, which requires a certain degree of judgement. If it is not possible to reliably assess the outcome of the contract, revenue under the contract shall be recognised to the extent that the costs incurred by the contract are likely to be recoverable. Contract costs shall be recognised as expenditure of the period in which they are incurred. If the total costs of the contract are likely to exceed the total revenues of the contract, the expected losses shall be recognised immediately as a cost.
(ii) Lifetime of real estate, plant and equipment
The IGH Group shall review the estimated lifetime of the property, plant and equipment at the end of each annual reporting period. There was no change in the lifetime estimates of fixed assets during the year. The IGH Group regularly checks the recoverability of the assets individually, and if there are indications of impairment, the same shall be done up to the estimated recoverable value.
(iii) Pre-bankruptcy settlement and going concern
The Company shall consider all material information relating to all key risk factors, assumptions and uncertainties that it is aware are relevant to the IGH Group’s ability to continue to operate under the assumption of a going concern. The IGH Group continuously invests maximum efforts with the aim of increasing operational business, and the year 2023 is significant for the settlement of almost the entire debt from the pre-bankruptcy settlement.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
18
The pre-bankruptcy debt as at 31 Dec2023 amounts to Euro 38 thousand and has been fully settled by 15 Feb 2024. The IGH Group points out that it also actively settles liabilities towards other creditors through the sale of non-operating real estate and through refinancing of the operative part of debt.## IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
Looking at a stable contract base, a successful deleveraging towards non-financial institutions as well as all information on the progress of restructuring of debt towards financial institutions, the IGH Group considers that it meets all operating requirements under the assumption of going concern.
(iv) Valuation of liabilities according to pre-bankruptcy settlement
The IGH Group has reduced its obligations related to loan obligations that will be settled from the IGH Group's real estate, in accordance with the pre-bankruptcy settlement, to the fair value of the corresponding real estate. The Management took the estimated value of real estate as the reference value of liabilities.
Subsidiaries are companies over which the INSTITUT IGH d.d. has business control, directly or indirectly. Control is achieved when the Company has the right to manage the company's key activities, and as a consequence is exposed to variable returns as a result of such activities. Investments in subsidiaries are initially recognized at cost, and subsequently at cost less impairment. Impairment testing of investments in subsidiaries is carried out on an annual basis.
Associated companies are companies in which the Company has significant influence, but does not have control. Significant influence is the power to participate in decisions about the financial and business policies of the entity in which the investment was made, but it does not represent control or joint control of these policies. Investments in associated companies are initially recognized at cost, and subsequently at cost less impairment. Impairment testing of investments in subsidiaries is carried out on an annual basis.
The balance and transactions among Group members and all unrealised profit from transactions among Group members are eliminated at consolidation of the financial statements. Unrealized profit from transactions with companies with shareholdings and mutual companies where the Company shares control with other owners is eliminated up to the Company share level in such companies. Unrealized profit from transactions with companies with shareholdings is eliminated by a decrease of investment into that company. Unrealized losses are eliminated in the same way as unrealized profit but only up to the amount which does not represent permanent decrease of assets.
Non-controlling interests in subsidiaries are included in the comprehensive capital of the Group. Losses from non-controlling interests in subsidiaries are added to the non-controlling interests in situations when the non-controlling interest are shown with a negative value. Adjustment of non-controlling interest is based on the proportional amount of net assets of the subsidiary without goodwill adjustment and recognition of profit or loss in the profit and loss account. Transactions with non-controlling interest which result in loss of control over the subsidiary are treated by the Group as transactions with majority owners of the Group When purchasing shares from non-controlling interest, the difference between the paid sum and the respective gained share of the book value of the subsidiary's net assets is shown as capital. Gains and losses from sale of non-controlling interest are also shown as capital.
After the loss of control over a subsidiary, the Group ceases to recognize its assets and liabilities, any minority interest or other components of capital and reserves. Any surplus or deficit resulting from loss of control is recognized in the profit and loss. If the Group retains a part in the subsidiary, such part is shown at fair value at the day the control ceases to exist. After that, it is shown as investment valued according to the equity method or as financial assets available for sale, depending on the level of retained influence.
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Goodwill, created by business merger is recognized as cost at the date of acquisition, decreased by any loss owing to decreased value. For the purpose of testing for decrease, goodwill is distributed to every cash generating unit of the Group (or groups of such units) where benefits from synergy, i.e. merger are expected. Cash-generating units to which goodwill is distributed undergo annual check for decreased value, or more often if there are indications of its possible decrease in value. If the reimbursable amount of the cash-generating unit is lower than its book value, the loss created by the decrease is distributed so as to decrease the book value of goodwill distributed to the unit, and after, that proportionally to other property of the cash-generating unit on the basis of the book value of every item in that cash-generating unit. Loss due to decrease of goodwill value is directly recognized as profit or loss in the consolidated statements on comprehensive income. Once recognized loss from decrease of goodwill is not annulled in the next periods. When disposing of the cash-generating unit, respective amount of goodwill becomes a part of the profit or loss from sale.
Revenue is measured on the basis of fee specified in the contract with the customer. IGH Group recognizes revenue when it transfers control of a good or service to a customer. The transfer of control over goods or services may take place either continuously (revenue recognition over time) or on a specific date (recognition at a point in time, upon completion). Before revenue is recognized, the IGH Group identify the contract as well as the various obligations of performance contained in the contract. The number of obligations regarding performance depends on the type of contract and activity. Most contracts of the IGH Group involve only one obligation of performance. Recognition of revenue in accordance with IFRS 15 is applicable to the following sources of revenue:
(i) Construction contracts
The main revenue generated by the IGH Group from construction contracts comes from design, study, supervision, consulting services, laboratory services, survey works and scientific research work for the reconstruction and construction of roads and other civil engineering structures. In accordance with the main IFRS 15 principles, the IGH Group’s accounting policies for recognizing revenue from contracts with customers reflect:
▪ the dynamics by which contractual obligations are fulfilled, corresponding to the transfer of goods or services to the customer;
▪ the amount the seller expects to be entitled to receive as compensation for their activities.
Contractual terms and the way in which the IGH Group manages construction contracts are mainly derived from projects that contain a single performance obligation. IGH Group use a cost-based method to measure progress to the completion of construction work i.e. the Management has chosen to use the input method to calculate revenue (expenses incurred until a certain date) from the construction contract Changes to the contract (relating to the price and/or scope of the contract) are recognized when approved by the client. If the changes relate to new products or services that are considered different and when the contract price increases by an amount reflecting the "standalone selling price" of the additional products or services, the changes are recognized as a separate contract. When a third party (such as a subcontractor) is involved in the delivery of a good or service, IGH Group determine if it assumes control of that product or service before it is transferred to the client. If control is taken before the transfer to the client, the IGH Group recognize as revenue the gross amount it expects to be entitled to receive on handover. In cases where control is not taken, IGH Group consider that it is not the originator in the transaction and recognizes as income only the amount corresponding to its remuneration as an intermediary. The cost of obtaining a contract that would not have been incurred had the IGH Group not obtained the contract is recognized as an asset if it is recoverable and is depreciated over the estimated contract life.
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When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of the contract costs incurred that are likely to be recoverable. The expected contract loss is recognized immediately in the profit and loss account.
Contractual liabilities are entered when the client has made payment for goods or services, and the IGH Group did not fulfil their obligation by delivering these goods or services. If the IGH Group delivered the goods or services to the client and the client did not pay for these, and the right to compensation is not conditioned by anything except by passing of time until maturity, receivables are recognized. Contractual assets are recognized if the right to compensation is conditioned by something else (e.g. by executing some other obligation).
(ii) Income from state aid
State aid is recognized when there is a reasonable belief that the IGH Group will fulfil the conditions under which the aid is given and a reasonable belief that the said aid will be given. Accordingly, the Company, i.e. IGH Group do not recognize State aid until there is sufficient assurance that the IGH Group will meet the requirements set for the State aid and that the aid will be received.State aid is recognized as profit or loss on a systematic basis over the period in which the costs for which the aid is intended to be covered are recognized. Receivables for State aid to compensate for expenses or losses already occurred, or for the purpose of providing immediate financial support to the entity without future related costs, are recognized as profit or loss of the period in which the receivables were incurred.
(iii) Financial revenue and costs
Financial revenue and costs comprise interest payable on loans and borrowings using the effective interest method, interest receivable on funds invested, dividend income, gains and losses from foreign exchange differences and gain/ losses from sale of investment in subsidiaries. Income from the write-off of financial liabilities is also reported within Financial revenue. Income from interest is recognised in the profit and loss account on an accrual basis using the effective interest rate method. Dividend income is recognised in the profit and loss account on the date when the Company’s right to pay the dividend is established. Financial costs comprise accrued interest on loans, changes in fair value of financial assets at fair value through profit or loss account, impairment losses from financial assets and losses from exchange rate differences. Costs from borrowings are recognised in the Profit and Loss Account using the effective interest rate method.
(iv) Revenue from rent
Revenue from rent is recognized in the period when the rent was provided and refers to operative rent.
3.5. Leases
a) Impact on the accounting of the Lessee
At the initial recognition these assets are evaluated on the basis of cash flows of the lease agreement. After initial recognition, the right of use will be valued according to international standards for assets under IAS 16, IAS 38 or IAS 40 and therefore applying the cost model, decreased by accumulated depreciation and accumulated impairment losses, the revaluation model or the fair value model. In order to calculate the rent and respective asset with the right of use, discounting of future lease payments according to an appropriate discount rate is done. Thus, future rent payments which are discounted are determined according to contractual provisions, without VAT, since the obligation to pay this tax occurs when the invoice is issued by the Lessor and not on the day of the start of Lease Contract. In order to calculate the rent, discounting of future lease payments is done according to an implicit discount rate, or, if unavailable, at an incremental borrowing rate. The incremental borrowing rate is determined based on the financing cost of liabilities of a similar duration and security as those in a lease agreement. When defining the duration of the lease, a period of irrevocability must be considered defined in the Contract, where the Lessee has the right to use the subject asset also considering potential extension options, if the Lessee is reasonably certain of the extension. In fact, when looking at the contracts which allow the Lessor to tacitly extend the Lease Contract after the first period, the period of lease is determined IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued) ___ 21 on the basis of facts such as the length of the first lease period, possible plans for the sale of the leased asset and any other circumstance indicating a reasonable safety of extension. An exception to this are low value lease contracts (up to 30 thousand HRK) and short duration contracts which are recognized as costs in the period to which they refer. The IGH Group leases certain plants and equipment. Finance leases are capitalised at the beginning of the lease at the lower of the fair value of the leased property or the present value of minimum lease payments. Each lease payment is allocated between the liability and finance costs so as to achieve a constant rate on the balance outstanding. The interest element of finance costs is charged to profit or loss over the lease period. The property, plants and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.
3.6. Foreign currencies
Transactions and balances in foreign currencies
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency at the reporting date are translated into the functional currency at the foreign exchange rate prevailing at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the conversion of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Non-monetary assets and items that are measured in terms of historical cost of a foreign currency are not converted per new exchange rate. Non-monetary assets and liabilities denominated in foreign currency that are stated at historical cost are converted into the functional currency at the foreign exchange rate prevailing at the date of the transaction. Official exchange rate of GEL on 31 December 2023 was 2,9324 GEL for 1 EURO (31 Dec 2022: 2,6112 GEL for 1 EURO). Official exchange rate of B&H currency on 31December 2023 was 1,95583 BAM for 1 EURO (31 Dec 2022: 1,95583 BAM for 1 EURO). Official exchange rate of Georgian currency on 31 December 2023 was 61,634498 MKT for 1 EURO (31 Dec 2022: 61,6 MKT for 1 EURO). Items included in the financial statements of subsidiaries are expressed in the currency of its respective primary economic environment in which the subsidiary operates, and which is the reporting currency. Separate financial statements are presented in Croatian Kuna, also the functional currency of the parent Company. Revenue and expenditures and cash flows from foreign undertakings are recalculated into the functional currency of the Group using the exchange rate which most accurately represents the exchange rate on the day of the transaction, and their assets and obligations are recalculated according to exchange rate value at the end of the year.
Net investment into Group members
Exchange rate differences from recalculation of the net investment into foreign undertakings are recognized as part of the principal amount. When selling the foreign undertaking, exchange rate differences are recognized in the profit and loss account as part of profit or loss from sale. Exchange rate differences from recalculation of foreign currency, owing to its non-material amount, are included in the accumulated loss amount.
3.7. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the surrender value is recognised in the comprehensive income statement over the period of the borrowings using the effective interest method. IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued) ___ 22 Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Borrowings from creditors classified as "Secured Creditors" (Note 25) are carried at fair value of the property under mortgage for the borrowings in question, since the collection of the relevant borrowings is possible solely from the mortgaged property
3.8. Dividend
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the Company’s General Assembly of Shareholders.
3.9. Taxation
Corporate tax
The income tax charge comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly to equity, in which case it is recognised in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using the tax rates enacted at the reporting date, and any adjustments to tax payable in respect of previous periods.
(i) Deferred tax assets and liabilities
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business merger and that affects neither accounting nor taxable profit as well as differences relating to investments in subsidiaries and mutually controlled companies when it is likely that the situation will not change in the near future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and if they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.# IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
In determining the amount of current and deferred tax, the IGH Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period when a decision is made.
The Tax Administration requires the settlement of VAT on a net basis. VAT related to sales and purchases is recognised and disclosed in the financial position statement, on a net basis. Where receivables have been impaired, impairment loss is recorded in the gross amount of receivables, including VAT.
Following initial recognition at cost, land and buildings are recognized at revalued amount, which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and any impairment. Fair value is based on the market value, being the estimated amount for which an asset could be sold on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction.
When the carrying amount is increased as a result of revaluation, this increase should be recognised directly in other comprehensive income under revaluation reserves. The revaluation increase is recognised as income to the extent that it reverses a revaluation decrease of the same asset previously recognised as an expense.
When the carrying amount is decreased as a result of revaluation, this revaluation decrease should be recognised directly in revaluation reserves to the extent that the decrease does not exceed the amount held in the revaluation reserve for the same asset, while the remaining amount is charged to expenses for the period.
A valuation is performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Certain land and buildings are derecognised upon disposal or when no future benefits are expected from its use or disposal. Gains or losses arising from derecognition of lands and buildings (calculated as the difference between the net disposal proceeds and the carrying amount of the item) are included in profit or loss when they are derecognised. The relevant portion of the revaluation surplus, realised in the previous valuation, is released to profit or loss from the surplus of the valued assets upon the disposal of the revalued asset. Also, any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset.
Based on the revaluation performed by independent valuers, the Company has revalued its properties and created revaluation reserves that are transferred to retained earnings/accumulated losses in accordance with the adopted depreciation policy. Gains and losses from disposal of land and buildings are recognised within other income or expenses in the profit and loss account. When revalued assets are sold, the amounts included in revaluation reserves are transferred to retained earnings.
Plants and equipment are initially included in the financial statement at cost less accumulated depreciation and accumulated impairment, if any. Cost includes expenditure that is directly attributable to the acquisition of the items. Following initial recognition at cost, plants and equipment are carried at revalued amount, which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on plants and equipment and any impairment. Fair value is based on the market value, being the estimated amount for which an asset could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction.
Assets with the right of use are shown in the statement of financial position according to the calculated discounted method depending on the period of use. Gains and losses from the termination of property rights are recognized within the profit or loss account, within other income or expenses.
When the carrying amount is increased as a result of revaluation, this increase should be recognised directly in other comprehensive income under revaluation reserves. The revaluation increase is recognised as income to the extent that it reverses a revaluation decrease of the same asset previously recognised as an expense.
When the carrying amount is decreased as a result of revaluation, this revaluation decrease should be IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
recognised as expenditure. This revaluation decrease directly impacts the revaluation reserves to the extent that the decrease does not exceed the amount held in the revaluation reserve for the same asset.
A valuation is performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Certain land and buildings are derecognised upon disposal or when no future benefits are expected from its use or disposal. Gains or losses arising from derecognition of lands and buildings (calculated as the difference between the net disposal proceeds and the carrying amount of the item) are included in profit or loss when they are derecognised. The relevant portion of the revaluation surplus, realised in the previous valuation, is released to profit or loss from the surplus of the valued assets upon the disposal of the revalued asset and during its use. Also, accumulated depreciation on the revaluation date is excluded from the gross book value of the asset, and the net amount is adjusted to the revalued amount of the asset.
Based on the revaluation performed by independent valuers, the Company has revalued the value of equipment classified in the depreciation groups - Laboratory equipment and Measuring and control devices, and created revaluation reserves that are transferred to retained earnings / accumulated losses, in accordance with the adopted depreciation policy. Gains and losses from disposal of equipment are recognized within profit or loss within other income or expenses. When revalued assets are sold, the amounts included in revaluation reserves are transferred to retained earnings.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other maintenance costs are charged to profit or loss during the financial period in which they are incurred.
Land and assets under construction are not depreciated. Depreciation of other property items, plants and equipment is calculated using the straight-line method to allocate their cost over their estimated useful lives or to their residual values as follows:
| Asset Type | Useful Life |
|---|---|
| Buildings | 20 years |
| Plants and equipment | 1 to 8 years |
| Other | 10 years |
The remaining value of an asset is the estimated amount that the Company would currently obtain from the sale less the estimated costs of sale, if the asset were already of the age and in the condition expected at the end of its useful life. The assets’ residual value and useful life are reviewed, and adjusted if appropriate, at each reporting date. If an asset’s carrying amount is greater than its estimated recoverable amount, the difference is written-off to its revocable amount. Gains and losses from sale are determined as the difference between the income from sale and the carrying amount of the sold asset, and are recognised in profit or loss within other income/expenses.
Patents, licenses and computer software are capitalized on the basis of acquisition costs and costs arising from bringing assets into working condition.
Subsequent costs are capitalised only if they increase future economic benefits arising from the asset. All other costs are treated as costs in the profit and loss account, in the period as incurred.
Intangible assets under construction are not depreciated. Depreciation of other intangible assets is calculated using the straight-line method to allocate their cost over their estimated useful lives or to their residual values as follows:
| Asset Type | Useful Life |
|---|---|
| Right to use property of third parties | 1 to 2 years |
| Software, content and other assets | 1 to 2 years |
Goodwill represents the difference between the acquisition cost and the fair value of the Group's share in the net identifiable assets of the acquired subsidiary, the recognized amount of the non-controlling interest and the fair value of the previous share at the date of acquisition. Goodwill arising from the acquisition of a subsidiary is reported under intangible assets.
Investment property is recognised as an asset when it is likely that future economic benefits from investment property will inflow into the IGH Group and when the cost of investment can be reliably measured. Investment property includes property held either to earn rental income or for capital appreciation or both. Investment property is initially recognised at cost including transaction costs incurred. Subsequently, investment property is measured at fair value reflecting market conditions at the balance sheet date. Profit or loss from changes in fair value of investment property is recognised in the profit or loss account of the period in which they are incurred.
The cost of work in progress and finished goods comprise raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). Trade goods are carried at the lower than purchase cost and sales price (less applicable taxes and margins). Small inventory and tools are written-off when put into use.
Trade receivables are amounts that relate to services sold in the ordinary course of business. If collection is expected within one year, the receivable is shown within current assets, and if not, then the receivable is shown within non-current assets. Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any expected credit loss. Business model for management of receivables is an amortised cost model, a business model that is achieved by holding financial assets to collect contractual cash flows (principal and interest). Impairment provisions for trade receivables and contractual assets are measured at an amount equal to the expected credit losses over the life of the loan, i.e. by applying a simplified approach to expected credit losses. The IGH Group uses historical observations (over a minimum of 2 years) to measure the expected credit losses of the Company on the days when the receivables are delayed, adjusted for estimated future expectations in the collection of receivables. Trade receivables are broken down by ageing structure.
Receivables are impaired and impairment losses for individual customers are incurred if there is objective evidence of impairment arising from one or more events after the initial recognition of the asset when that event affects the estimated future cash flows of the receivable that can be reliably determined. Objective evidence of impairment of financial assets for expected credit losses includes:
* Significant financial difficulties with the issuer or debtor and/or
* Breach of contract, such as late payment or non-payment of interest or principal and/or
* The likely initiation of bankruptcy or financial restructuring with the debtor
Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments that are readily convertible to known amounts of money with original maturities of up to three months or less and which are subject to a slight risk of change in value. Cash and cash equivalents are measured at amortized cost because: (i) they are held for the purpose of collecting cash flows from contracts that represent an SPPI, and (ii) they are not reported as FVTPL.
Share capital consists of ordinary shares. Gains directly attributable to the issue of new shares or options are shown in equity as a deduction, net of income tax, from the proceeds. Any excess of the fair value of the consideration received over the nominal value of the shares issued is presented in the notes as a share premium. Where the IGH Group purchases its equity share capital (own shares), the consideration paid, including any directly attributable transaction costs (net of income taxes), is deducted from equity attributable to the IGH Group’s shareholders until the shares are cancelled or reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable transaction costs and the related income tax effects, and is included in equity.
In the normal course of business, through salary deductions, the IGH Group makes payments to mandatory pension funds on behalf of its employees, as required by law. All contributions made to the mandatory pension funds are recorded as salary expense when incurred. The IGH Group is not obliged to provide any other post-employment benefits.
Severance pay are payable when employment is terminated by the IGH Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The IGH Group recognises severance pay benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing severance pay as a result of an offer made to encourage voluntary redundancy.
Benefits falling due more than 12 months after the reporting date are discounted to their present value based on the calculation performed at each reporting date by an independent actuary, using assumptions regarding the number of staff likely to earn regular retirement benefits, estimated benefit cost and the discount rate equal to the rate of return on bonds issued by the Republic of Croatia. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in profit or loss.
As part of the long-term reward plan, the IGH Group employees receive share-based payments in exchange for the services they provide. The fair value on the date of approval is recognized as an employee expense, with the corresponding increase in capital and reserves during the period in which the employees exercise their unconditional right to the award. The recognized cost reflects the share of the total reward for the services rendered, and other non-market conditions that are expected to be met. The cumulative amount of the reward recognized on the date of reward reflects services rendered and non-market conditions satisfied.
Provisions are recognised when the IGH Group have a current obligation (legal or constructive) as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the effect of discounting is material, the amount of the provision is the present value of the expenditures expected to be required to settle the obligation, determined using the estimated risk free interest rate as the discount rate. Where discounting is used, the discounting impact in each year is recognised as a financial expense and the carrying amount of the provision increases in each year to reflect the passage of time.
Trade receivables and issued debt securities are initially recognised at the time they arise. All other financial assets and financial liabilities are initially recognised when the IGH Group becomes a party to the contractual provisions of the instrument. A financial asset (unless the trade receivable has no significant financial component) or a financial liability is initially measured at fair value plus an item that is not carried at fair value through profit or loss, for transaction costs directly attributable to the acquisition or issue. Trade receivables without a significant financing component are initially measured at transaction cost.
Upon initial recognition, financial assets are carried at amortized cost, fair value through other comprehensive income - debt investment, fair value through other comprehensive income - investment in equity or fair value through profit or loss account. Financial assets are not reclassified after initial recognition, unless the Company or IGH Group changes its financial asset management business model, in which case all financial assets are reclassified on the first day of the first reporting period after the business model has been changed. Financial assets are measured at an amortized cost if they meet both of the following conditions and are not classified as assets at fair value through profit and loss account:
* It is within a business model aimed at holding assets to collect contractual cash flows; and
* Based on the contractual terms, on certain dates, it receives cash inflows that represent the sole payment of principal and interest on the outstanding principal amount.
All financial assets not classified as financial assets at amortized cost as described above are measured at fair value through profit and loss account. Financial assets at fair value through profit or loss are subsequently measured at fair value. Net gains and losses including all interest or dividend income are recognized in the profit and loss account. Financial assets carried at amortized cost are subsequently measured at amortized cost using the effective interest method.# IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
Amortized cost is reduced by impairment losses. Interest income, foreign exchange differences and impairment losses are recognized in the profit and loss account. Any gain or loss from derecognition is recognized in the profit and loss account.
Financial liabilities are classified as financial liabilities measured at amortized cost or at fair value through the profit and loss account. Financial liabilities are classified as financial liabilities at fair value through profit or loss when held for trading if it represents a derivative or if classified as such at initial recognition. Financial liabilities measured at fair value through the profit and loss account are measured at fair value, and net gain and loss, including all expenditure for interest, are recognized in the profit and loss account. Other financial liabilities are subsequently measured per amortized cost by applying the effective interest rate method. Expenditure for interest and gains and losses from exchange rate differences are recognized in the profit and loss account. Profit and loss at derecognition are also recognized in the profit and loss account.
The Company ceases to recognize financial assets when the contractual rights to cash flows from financial assets expire or if the Company transfers the rights to receive contractual cash flows in a transaction in which all key risks and rewards of ownership of the financial assets are transferred, or in which the IGH Group neither transfers nor retains all risks and rewards of ownership and does not retain control over financial assets. The IGH Group enters into transactions in which it transfers assets recognized in the statement of financial position but retains all or almost all of the risks and rewards of the transferred assets. In such cases, the transferred property does not cease to be recognized.
The IGH Group ceases to recognize a financial liability when its contractual obligations are fulfilled, cancelled or expired. The IGH Group also ceases to recognize a financial liability when its terms have changed and when the cash flows of the changed liability are materially different, in which case the new financial liability is recognized at fair value under the changed conditions. Upon derecognition of a financial liability, the difference between the carrying amount and the amount paid (including any transferred non-monetary assets or liabilities) is recognized in the profit and loss account.
Financial assets and financial liabilities are netted and the net amount is disclosed in the income statement when, and only when, the Company currently has a legally enforceable right to offset amounts and intends to settle them on a net basis or to realize the assets and at the same time settle the liability.
The effective interest method is a method that calculates the amortized cost of a financial asset and distributes interest income over the relevant period. Effective interest rate is the rate at which estimated future cash inflows, including any fees paid or received that are an integral part of the effective interest rate, then transaction costs and other premiums and discounts, are discounted over the expected life of the financial asset or a shorter period, if applicable. Income from debt instruments other than financial assets designated at fair value through profit or loss is recognized on an effective interest basis, recognized on an effective interest basis.
The financial guarantee for the contractual obligation is initially measured at fair value and subsequently measured at a higher value:
* The amount determined in accordance with the model of expected credit losses according to IFRS 9 and
* The amount initially recognized, minus, if necessary, the corresponding cumulative effect recognized in accordance with the revenue recognition policy.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
29
Financial liabilities, including loans, are initially measured at fair value less transaction costs and subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over a specified period. The effective interest rate accurately discounts estimated future cash payments over the expected life of the financial instrument or, where appropriate, for a shorter period to the gross carrying amount of the financial asset or the amortized cost of the financial liability, with the exception of financial assets less credit losses. Financial liabilities are classified as financial liabilities at fair value through profit or loss when held for trading or as defined by the Company. They are measured at fair value, and any related gain or loss is recognized in the profit and loss account, except for changes in the fair value of the liabilities resulting from changes in the Company's own credit risk that are recognized through other comprehensive income. The net gain or loss recognized in the profit and loss account also includes interest paid on a financial liability.
The IGH Group identifies operating segments on the basis of internal reports about the Company components that are regularly reviewed by the chief operating decision maker (which is identified as being the Company's Management Board) in order to allocate resources to the segments and to assess their performance. Details on the operating segments are disclosed in Note 5 to the Financial Statements.
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic and diluted earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Non-current assets held for sale are intended to settle the secured debt to financial institutions that have not waived their right to a separate settlement in the process of the pre-bankruptcy settlement. The estimated market value was determined based on the independent valuers’ report that was based on the cost method, the comparative method and/or the income method depending on the type of property. Additional information on valuation methods are set out in Note 19.
The IGH Group has an established control system framework with respect to fair value measurement which assumes the overall responsibility of the Management Board and the Finance Department in relation to monitoring all significant fair value measurements, consultation with external experts and the responsibility to report, with respect to the above, to those charged with corporate governance. Fair values are measured using information collected from third parties in which case the Management Board and the Finance Department assess whether the evidence collected from third parties support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy where such valuations should be classified.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
30
All significant issues related to fair values estimates are reported to the Supervisory Board. Fair values are categorised into different levels in the fair value hierarchy based on the inputs used in valuation techniques as follows:
* Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
* Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
* Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The fair value of financial instruments traded on active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The fair value of financial instruments that are not traded on an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the fair value estimate is included in level 3.
In preparing these financial statements, the IGH Group has made the following significant fair value estimates while preparing the financial statements as further explained in detail in the following notes:
* Note 14: Property, plants and equipment
* Note 15: Investments in related parties and other investments
* Note 19: Non-current assets held for sale.
4.# IGH Group
Set out below is an analysis of the IGH Group revenue and results by its reporting segments, presented in accordance with IFRS 8. The revenue presented below relates to third-party sales. Inter-segment revenues are eliminated when reporting. The Company's management reports net income in its internal reports, i.e. sales revenue less the cost of co-operation (shown in Note 6). Accordingly, segment revenues are presented at this level.
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Design department | 4.986 | 7.114 |
| Supervision and Project Management Department | 6.099 | 8.109 |
| Department for Materials and Structures | 4.635 | 3.800 |
| Subsidiaries | 487 | 654 |
| Management and Administration | 168 | 305 |
| Total per segment | 16.375 | 19.982 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| The Republic of Croatia | 14.829 | 16.586 |
| Rest of the World | 1.546 | 3.396 |
| Total | 16.375 | 19.982 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Revenue recognised over time | 15.801 | 19.477 |
| Revenue recognised at a point in time | 574 | 505 |
| Total | 16.375 | 19.982 |
The Design Department’s basic activity is the development of design and study documentation for transport infrastructure – roads, railways and airports, including all structures on the roads. Water Engineering, Geotechnical and Environmental Protection Department is engaged in design and studies, demonstrating serviceability, investigations and measurement, modelling, planning, in all hydro technical fields as well as all other activities needed to solve engineering problems at the contact of soil (rocks) and structure.
Technical Supervision and Project Management Department carries out expert supervision of construction works in civil engineering, building construction and energy. In addition, the activity includes advisory services, conducting professional spatial planning, urban planning, design, feasibility studies, expert opinion and expert assessment, property valuation and construction costs. The Department for Materials and Structures deals in tests and certification of building materials. With about 600 test methods accredited according to HRN EN ISO / IEC 17025, our laboratories meet the qualification requirements and make approximately 60% of all laboratories in Croatia accredited in the field of construction. Regional centres Split, Rijeka and Osijek participate in almost all major and significant projects in their areas of service from study development, design (roads with all related facilities, water engineering structures, building construction etc.), conducting expert supervision and providing consultancy services, conducting survey works, laboratory testing and proof of serviceability, and scientific research work in the field of construction. The accounting policies of the reportable segments are the same accounting policies as described in Note 3.20. Segment profit represents the profit earned by each segment without allocating central administration costs, depreciation, provisions, impairment, other revenue and other finance income and costs. The Company does not allocate assets and liabilities by segments.
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Revenue from written-off liabilities /and/ | 8.892 | 3.661 |
| Revenue from compensation, subsidies | 105 | 81 |
| Revenue from sale of assets | 448 | 3 |
| Revenue from rent | 169 | 157 |
| Revenue from cancellation of provisions | 753 | 72 |
| Revenue from subsequently collected receivables | 155 | 211 |
| Revenue from damages | 8 | 3 |
| Other revenue | 2.499 | 97 |
| Total | 13.029 | 4.285 |
Revenue from liabilities write-off was achieved based on the Restructuring contracts of 25 March 2021 and it is part of process of the pre-bankruptcy settlement concluded on 05 December 2013 before the Commercial court in Zagreb, 72. Stpn-305/2013, which became valid on 28 December 2013. The written off debt was owed to B2 Kapital d.o.o. in the amount of 5.300 thousand Euro and Avenue Mehanizacija d.o.o. in the amount of 5.300 thousand Euro. Additionally, the net amount of real estate sales in Zadar, Pula and Velika Kopaonica is included under other revenues.
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Cost of raw material and consumables | 91 | 160 |
| Energy costs | 641 | 763 |
| Cost of small inventory and spare parts | 12 | 54 |
| Total | 744 | 977 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Costs of transport, phone and postal services | 165 | 181 |
| Subcontractors | 3.060 | 2.683 |
| Cost of production services | 83 | 177 |
| Utilities | 154 | 148 |
| Maintenance costs | 293 | 179 |
| Rent | 227 | 159 |
| Other external costs | 736 | 588 |
| Total | 4.718 | 4.115 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Net salaries and wages | 6.514 | 7.587 |
| Taxes, contribution and other charges | 3.824 | 4.411 |
| Reimbursement of employee expenses (travel expenses, daily allowances, transportation) | 521 | 665 |
| Severance payments, assistance and other material rights of workers | 403 | 61 |
| Severance payments and other employee benefits | 85 | - |
| Total | 11.347 | 12.724 |
On 31 December 2023, the IGH Group had 394 employees (2022: 468 employees). In 2023, 487 thousand Euros were paid for non-taxable severance benefits and other material rights (2022: 61 thousand Euros). In 2023 the IGH Group accounted for pension and other contributions 3.931 thousand Euros (in 2022 u 4.472 thousand Euros).
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Value adjustment of non-current assets | ||
| Value adjustment of investment into real property | 171 | 2 |
| Total | 171 | 2 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Value adjustment of current assets | ||
| Value adjustment of trade receivables | 368 | 189 |
| Value adjustment of other receivables | - | 1 |
| Total | 368 | 190 |
The value adjustment of non-current assets in the amount of 386 thousand Euros refers to the regular adjustment of trade receivables(2022:189 thousand Euros), which is significantly increased compared to the previous year and relates to two partners. Active collection of receivables is carried within the Group, and there are no significant amounts of value adjustment for all other partners.
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Legal, consultancy and audit services | 116 | 195 |
| Bank fee and charges | 120 | 211 |
| Other expenses | 1.048 | 112 |
| Penalties | 18 | 25 |
| Insurance premiums | 59 | 140 |
| Contributions to public services | 66 | 71 |
| Representation costs | 18 | 40 |
| Education and training expenses | 165 | 100 |
| Taxes not dependent on result | 28 | 13 |
| Total | 1.638 | 907 |
During 2023 there were no court dispute- related reservations since there were no significant new court disputes. In 2023 no costs are recorded for litigation due to reservations made in previous years that have now been cancelled. During 2023 the costs of legal and consulting services were significantly reduced as there are no new litigations, while the existing litigations were booked through reservations.
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Revenue from foreign exchange | 289 | 420 |
| Revenue from interest | 1 | 6 |
| Revenue from write-offs | 20 | 169 |
| Total | 310 | 595 |
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Expenditure due to foreign exchange losses | 251 | 729 |
| Interest expenditures | 674 | 723 |
| Unrealised losses from financial assets | 3.719 | 12 |
| Other financial expenditure | 3 | 159 |
| Total | 4.647 | 1.623 |
Tax revenue includes:
| DESCRIPTION | 2023 (thous. EURO) | 2022 (thous. EURO) |
|---|---|---|
| Deferred tax | -1.135 | -139 |
The table below details the alignment of the tax expense shown in the statement of comprehensive income with the legal tax rate:
| DESCRIPTION | 2023 (thous. EUR) | 2022 (thous. EUR) |
|---|---|---|
| Profit/loss before taxation | 3.851 | 1.863 |
| Tax rate | 693 | 335 |
| Effects of non-taxable income and other decreases in tax base | -1.625 | -19 |
| Effects of unrecognized expenses and other increases in tax base | 1.779 | 119 |
| Effects of tax losses not recognised as deferred tax assets | -847 | -435 |
| Previously recognized deferred tax liabilities | -1.135 | -139 |
| Corporate tax | -1.135 | -139 |
In 2023, based on the merger of Radeljevic d.o.o. and IGH consulting d.o.o., the Company also carried forward tax losses totalling EURO 3,755 thousand. In 2022, the total amount for the transfer of tax losses in the amount of 2.646 thousand Euros was used in full.IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 36
Unused tax losses are not recognised as deferred tax assets in the statement of financial position, as it is unlikely that there will be sufficient taxable profits realised for the utilisation of these deferred tax assets. Based on non-tax recognized items, the Company increased the tax base by 9.884 thousand Euros, with a tax effect of 1.779 thousand Euros, while it reduced the tax base by 9.028 thousand Euros based on tax recognized items with an effect on the tax effect in the amount of -1.625 thousand Euros. Considering the tax recognized losses that can be used, the company has no obligation to pay taxes at the end of the tax period in 2023. In the next tax period, the Company can't use the remaining tax loss. The deferred tax liability arises from the following:
| 2023 (in thousand EUROS) | 2022 (in thousand EUROS) | |||
|---|---|---|---|---|
| Opening balance | Through capital | Through profit or loss | Closing balance | |
| Temporary difference: | ||||
| Revaluation of non-current assets | 1.085 | 360 | - | 1.445 |
| Temporary difference: | ||||
| Revaluation of non-current assets | 1.224 | -139 | - | 1.085 |
| Thous. EUR | ||||
|---|---|---|---|---|
| PURCHASE VALUE | ||||
| Status as at 31 Dec 2021 | Increases | Write-off and disposals | Status as at 31 Dec 2022 | |
| Right of usage of Assets | 2.603 | 170 | 0 | 2.773 |
| property of third preparation | 5 | 25 | 0 | 30 |
| parties | ||||
| Goodwill | 4 | 0 | 0 | 4 |
| Total | 2.612 | 195 | 0 | 2.807 |
| Status as at 31 Dec 2022 | Increases | Write-off and disposals | Status as at 31 Dec 2023 | |
| Right of usage of Assets | 2.773 | 0 | (18) | 2.755 |
| property of third preparation | 30 | 0 | (25) | 5 |
| parties | ||||
| Goodwill | 4 | 0 | 0 | 4 |
| Total | 2.807 | 0 | (43) | 2.764 |
| VALUE ADJUSTMENT | ||||
| Status as at 31 Dec 2021 | Depreciation | Write-off and disposals | Status as at 31 Dec 2022 | |
| Right of usage of Assets | 2.377 | 210 | 0 | 2.587 |
| property of third preparation | 0 | 0 | 0 | 0 |
| parties | ||||
| Goodwill | 0 | 0 | 0 | 0 |
| Total | 2.377 | 210 | 0 | 2.587 |
| Status as at 31 Dec 2022 | Depreciation during 2023 | Write-off and disposals | Status as at 31 Dec 2023 | |
| Right of usage of Assets | 2.587 | 157 | 0 | 2.744 |
| property of third preparation | 0 | 0 | 0 | 0 |
| parties | ||||
| Goodwill | 0 | 0 | 0 | 0 |
| Total | 2.587 | 157 | 0 | 2.744 |
| PRESENT VALUE | ||||
| Status as at 31 Dec 2023 | ||||
| Right of usage of Assets | 11 | |||
| property of third preparation | 5 | |||
| parties | ||||
| Goodwill | 4 | |||
| Total | 20 | |||
| Status as at 31 Dec 2022 | ||||
| Right of usage of Assets | 186 | |||
| property of third preparation | 30 | |||
| parties | ||||
| Goodwill | 4 | |||
| Total | 220 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 37
| Thous. EUR | Land | Buildings | Plants and equipment | Assets under construction | Other tangible assets | Advances for property of third parties | Total | |
|---|---|---|---|---|---|---|---|---|
| PURCHASE VALUE | ||||||||
| Status as at 31 Jan 2021 | 5.012 | 1.443 | 2.704 | 8.387 | 53 | 64 | 61 | |
| Increases | 4.082 | 0 | 1 | 303 | 28 | 0 | 42 | |
| Write-off and disposals | (125) | 0 | 0 | 0 | 0 | 0 | (19) | |
| Transfer to use | 0 | 0 | 0 | 0 | (32) | 0 | 0 | |
| Status as at 31 Dec 2022 | 8.969 | 1.443 | 2.705 | 8.690 | 49 | 64 | 84 | |
| Increases | 72 | 0 | 369 | 402 | 0 | 0 | 0 | |
| Revaluation | 0 | 0 | 0 | 1.184 | 0 | 0 | 0 | |
| Write-off and disposals | (635) | (189) | (307) | (110) | 0 | 0 | 0 | |
| Transfer to use | 0 | 0 | 281 | 0 | (10) | 0 | 2 | |
| Status as at 31 Dec 2023 | 8.406 | 1.254 | 3.048 | 10.166 | 39 | 64 | 86 | |
| VALUE ADJUSTMENT | ||||||||
| Status as at 31 Dec 2021 | 2.381 | 0 | 1.688 | 7.111 | 0 | 23 | 43 | |
| Depreciation | 1.793 | 0 | 70 | 496 | 0 | 0 | 0 | |
| Write-off and disposals | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Status as at 31 Dec 2022 | 4.174 | 0 | 1.758 | 7.607 | 0 | 23 | 43 | |
| Depreciation in 2023 | 1.627 | 0 | 68 | 388 | 0 | 0 | 0 | |
| Write-off and disposals | (516) | 0 | (94) | (32) | 0 | 0 | 0 | |
| Status as at 31 Dec 2023 | 5.285 | 0 | 1.732 | 7.963 | 0 | 23 | 43 | |
| PRESENT VALUE | ||||||||
| Status as at 31 Dec 2023 | 13.691 | 1.254 | 1.316 | 2.203 | 39 | 41 | 43 | |
| Status as at 31 Dec 2022 | 13.143 | 1.443 | 947 | 1.083 | 49 | 41 | 41 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 38
The estimated market value for revaluation purposes was determined by IGH Group based on the independent valuers’ report that was based on the cost method, the comparative method and/or the income method depending on the type of property. The estimated market value of laboratory equipment and measuring instruments for revaluation purposes was determined by the IGH Group based on the independent valuers’ calculations who applied the cost method as the most appropriate method because it is based on the economic principle that the buyer of the property will not pay more than the price that the buyer would have paid for an asset of equal utility in case of a new purchase or construction.
(i) Valuation techniques and valuable inputs
The following table summarizes the valuation methods and techniques used in measuring the fair value and significant inputs used in the valuation:
| | Valuation methods and techniques | Significant unobservable inputs ## EUR
Non-current receivables
Receivables from sale of apartments with deferred payments and other receivables | 163 | 199
TOTAL | 163 | 199
Current receivables
Trade receivables | 5.307 | 10.346
Value adjustment of trade receivables | (2.941) | (6.029)
Receivables from government institutions | 128 | 258
Receivables from employees | 178 | 45
Receivables from affiliated entrepreneurs | 87 | 86
Value adjustment of receivables from affiliated entrepreneurs | (86) | (86)
Receivables from issued advances | 475 | 346
Other receivables | 49 | 40
TOTAL | 3.197 | 5.006
The following tables explain the changes in value adjustments of trade receivables by using simplified ECL model between the beginning and end of the annual period:
| 31 Dec 2023 | 31 December 2023 | |
|---|---|---|
| thous. EUR | ||
| Status as at 1 January 2023 | 6.115 | |
| Newly created expected credit loss | -2.449 | |
| Cancellation of previous credit loss | -639 | |
| Status as at 31 December | 3.027 |
| 31 Dec 2022 | 31 December 2022 | |
|---|---|---|
| thous. EUR | ||
| Status as at 1 January 2022 | 6.082 | |
| Newly created expected credit loss | 639 | |
| Cancellation of previous credit loss | -606 | |
| Status as at 31 December | 6.115 |
For calculation of impairment on trade receivables, IGH Group applies a model based on expected credit losses (Simplified Approach) in accordance with IFRS 9, and the amount of the impairment does not have a material effect on the financial statements. IGH Group continues to apply value adjustments based on proven losses under certain conditions.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 41
The ageing structure of trade receivables and other receivables was as follows:
| 31 December 2023 | in thous. Eur | ||||
|---|---|---|---|---|---|
| Gross | Value adjustment | Net | |||
| Matured claims | 1.516 | -208 | 1.308 | ||
| 0-60 days | 229 | 0 | 229 | ||
| 60-120 days | 95 | 0 | 95 | ||
| 120-180 days | 38 | -4 | 34 | ||
| 180-360 days | 608 | 0 | 608 | ||
| over 360 days | 3.737 | -2.814 | 923 | ||
| 6.223 | -3.026 | 3.197 |
| 31 December 2022 | in thous. Eur) | ||||
|---|---|---|---|---|---|
| Gross | Value adjustment | Net | |||
| Matured claims | 2.586 | 0 | 2.586 | ||
| 0-60 days | 922 | -3 | 919 | ||
| 60-120 days | 387 | 0 | 387 | ||
| 120-180 days | 32 | 0 | 32 | ||
| 180-360 days | 648 | -4 | 644 | ||
| over 360 days | 6.546 | -6.108 | 438 | ||
| 11.121 | -6.115 | 5.006 |
| 31 Dec 2023 | 31 Dec 2022 | |
|---|---|---|
| In Thous.EUR | ||
| Long-term loans | ||
| Loans given to third parties | 17 | 41 |
| TOTAL | 17 | 41 |
| Short-term loans given | ||
| Loans given to third parties | 25 | 23 |
| Deposits and guarantees | 3.878 | 3.520 |
| Interests receivables | 68 | 58 |
| Securities and factoring | 19 | 19 |
| Expected credit loss | -15 | -19 |
| TOTAL | 3.975 | 3.601 |
Loans to affiliates and third parties were granted with no interest or with a certain interest rate, whereby for determining the profit tax base, the interest rates stated in Art. 14, par. 3 of the Corporate Income Tax Act are taken into account.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 42
| 31 Dec 2023 | 31 Dec.2022 | |
|---|---|---|
| thous. EURO | ||
| Giro accounts | 398 | 329 |
| Cash in hand | - | 1 |
| Foreign currency accounts | 36 | 183 |
| TOTAL | 434 | 513 |
Breakdown of cash and cash equivalents per currency
| 31 Dec.2023 | 31 Dec 2022 | |
|---|---|---|
| thous. EURO | ||
| HRK | - | 331 |
| EUR | 402 | 100 |
| GEL | 11 | 22 |
| BAM | 14 | 58 |
| Other currencies | 7 | 2 |
| TOTAL | 434 | 513 |
| 31 Dec 2023 | 31 Dec.2022 | |
|---|---|---|
| thous. EURO | ||
| Acquisition cost | ||
| As at 1 January | 1.632 | 1.632 |
| Sale | - | - |
| TOTAL | 1.632 | 1.632 |
Non-current assets held for sale are intended to settle the secured debt to financial institutions that have not waived their right to a separate settlement in the process of the pre-bankruptcy settlement. These assets refer to buildings and land.
(i) Valuation techniques and significant inputs
The following table summarizes the valuation methods and techniques used in measuring the fair value and significant inputs used in the valuation:
| Valuation methods and techniques | Significant unobservable inputs |
|---|---|
| The fair value was estimated using methods applicable to each individual company. The following methods were used: | The Significant inputs are described in Note 3.10 |
| (i) •Valuation of property carried out by authorised independent valuers (methods described in Note 3.10 (i) | •Amount of secured debt |
| •Review of rights of secured creditors |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 43
| 31 Dec 2023 | 31 Dec.2022 | |
|---|---|---|
| thous. EURO | ||
| Prepaid expenses | 112 | 404 |
| VAT on advances | 398 | 412 |
| Advance payments received on account | 49 | 38 |
| Accrued un-invoiced revenue | 13 | 12 |
| TOTAL | 572 | 866 |
The following table shows information on assets and liabilities with clients based on construction contracts, for which on the reporting date the IGH Group reported receivables from customers pursuant to a contractual obligation or obligations to clients pursuant to a contractual obligation:
| 31 Dec 2023 | 31 Dec.2022 | |
|---|---|---|
| thous. EURO | ||
| Contract assets | 574 | 505 |
| Expected credit loss | -7 | -1 |
| TOTAL | 567 | 504 |
| Contract liabilities | 137 | 138 |
| TOTAL | 137 | 138 |
Contract assets primarily relate to the Company's rights to compensation for works performed but not collected at the reporting date. Contract assets are transferred to trade receivables when the rights become unconditional. This usually happens when the IGH Group invoices the client. A description of the methodology for calculating expected credit losses on a contract asset is described in Note 21. Contract liabilities primarily relate to deferred income for construction works, for which income is recognised over time.
| 31 Dec 2023 | 31 Dec 2022 | |
|---|---|---|
| Number of shares | Ownership share | |
| AVENUE MEHANIZACIJA D.O.O. | 566.581 | 0,00% |
| FROTIP DEVELOPMENT D.O.O. | 301.173 | 0,00% |
| AGRAM BANKA D.D. (0/1) / AVENUE ENGINEERING AND CONSTRUCTION LIMITED | 239.500 | 39,03% |
| AGRAM BANKA D.D./ AVENUE ENGINEERING AND CONSTRUCTION LIMITED (1/1) | 62.950 | 12,30% |
| DRNASIN ANTE | 14.196 | 0,53% |
| AGRAM BROKERI D.D. | 13.744 | 0,00% |
| LEJO IVAN | 12.500 | 0,00% |
| MIHALJEVIĆ BRANKO | 8.100 | 1,31% |
| CAPTURIS D.O.O. | 7.895 | 1,29% |
| INSTITUT IGH, D.D. (1/1) | 6.659 | 1,09% |
| Other shareholders | 248.165 | 44,47% |
| TOTAL | 1.481.463 | 100% |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 44
By the Decision no. TT-23/52200-2, on 29 December 2023, INSTITUT IGH d.d. underwent recapitalisation to cover accumulated losses and improve its financial position. Prior to the capital injection, the Company's share capital consisted of 613.709 shares mark IGH-R-A, ISIN: HRIGH0RA0006, individual nominal amount of EUR 25,22, totalling EUR 15,476 thousand. Shares are listed on the official market of the Zagreb Stock Exchange d.d. Each share has the right of vote in the Assembly and the right to a dividend. The Company's share capital was converted through recapitalisation from HRK 116,604,710.00 to EUR 15,476,104.59. The individual nominal amount of the regular share, mark IGH-R-A, was converted from HRK 190.00 to EUR 25.22. Thus, the Company's share capital was reduced from EUR 15,476,104,59 ,by EUR 9,339,014,59 , to EUR 6,137,090,00 by reducing the individual nominal amount of ordinary shares, mark IGH-R-A, from EUR 25,22 by EUR 15,22 to EUR 10,00. The Company's share capital was increased from EUR 6,137,090,00 ,by EUR 8,677,540,00 to EUR 14,814,630,00, through the issue of 867,754 ordinary shares mark IGH-R-A with an individual nominal amount of EUR 10,00. After completion, the Company's share capital , entered into the SKDD information system, amounts to EUR 14,814,630.00 and is divided into 1,481,46,3 ordinary shares mark IGH-R-A , nominal amount of EUR 10,00.
Under Croatian regulations, companies must place into reserves a twentieth part ( 5% ) of the current year profit until total reserves together with the share premium reach 5% of the IGH Group’s share capital. Both legal reserves and reserves for own shares are non-distributable. IGH Group owns 7.529 of own shares. Own shares are recorded at acquisition cost, and are released using the weighted average price method.
| Number of own shares | Number of own shares | |
|---|---|---|
| 31 Dec 2023 | 31 Dec 2022 | |
| Status as at 1January | 7.529 | 13.029 |
| Increase during the year | 0 | 0 |
| Decrease during the year | 0 | -5.500 |
| Status as at 31 December | 7.529 | 7.529 |
The Management Board of the IGH Group has the right to receive bonus shares and treasury shares. There was no award on this basis during the year 2023, while the remaining amount will be allocated in accordance with the Company's possibilities in the coming years. The Net Asset Value of treasury shares and bonus shares is presented in Other Reserves according to market value of the share on the reporting date.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 45
| non-current tangible assets | exchange differences from foreign operations | Total recalculation | |
|---|---|---|---|
| thous.EURO | |||
| Status as at 31 Dec 2021 | 5.958 | (38) | 5.920 |
| Transfer to accumulated losses | (343) | (34) | (377) |
| Status as at 31 Dec 2022 | 5.590 | (72) | 5.543 |
| Transfer to accumulated losses | (4.259) | - | (4.259) |
| Increase on reserves | 1.223 | - | 1.223 |
| Status as at 31 Dec 2023 | 2.579 | (72) | 2.507 |
Revaluation reserves are not distributable to shareholders.
| 31 Dec 2023 | 31 Dec. 2022 | |
|---|---|---|
| thous. EURO | ||
| Long-term borrowings | ||
| Other borrowings | 31 | 48 |
| TOTAL | 31 | 48 |
| Short-term borrowings | ||
| Bank loans-PIK debt /ii/ | - | 1.414 |
| Borrowings (separate creditors) /ii/ | 1.161 | 1.161 |
| Borrowings – senior debt /iii/ | 38 | 9.424 |
| Other borrowings | 3.233 | 4.841 |
| Accrued interest payable | 151 | 3.074 |
| Total | 4.583 | 19.914 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
46
| thous.Euro | PIK debt /ii/ | Bank loans - Senior debt/iii/ | Bank loans - secured creditors /iv/ | Other borrowings | Accrued interest | Total | |
|---|---|---|---|---|---|---|---|
| Status as at 1 January 2021 | 4.362 | 10.243 | 3.395 | 149 | 2.916 | 21.065 | |
| Payments | 0 | 0 | 0 | 0 | 0 | 0 | |
| Non-monetary repayment | (2.953) | (8.776) | (2.234) | (998) | (1.947) | (16.908) | |
| Loans received | 0 | 0 | 0 | 0 | 0 | 0 | |
| Transfer of commitments | 0 | 7.939 | 0 | 5.739 | 2.099 | 15.777 | |
| Exchange rate difference | 5 | 18 | 0 | (1) | 6 | 28 | |
| Status as at 31 December 2022 | 1.414 | 9.424 | 1.161 | 4.889 | 3.074 | 19.962 | |
| Payments | 0 | 0 | 0 | 0 | 0 | 0 | |
| Non-monetary repayment | (1.414) | (9.386) | 0 | (1.625) | (2.923) | (15.348) | |
| Loans received | 0 | 0 | 0 | 0 | 0 | 0 | |
| Transfer of commitments | 0 | 0 | 0 | 0 | 0 | 0 | |
| Exchange rate difference | 0 | 0 | 0 | 0 | 0 | 0 | |
| Status as at 31 December 2023 | 0 | 38 | 1.161 | 3.264 | 151 | 4.614 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
47
In 2023, pre-bankruptcy liabilities were settled as follows: /i/
The ‘PIK debt’ represents claims that will be settled by selling pledged assets of the Company or its related parties. The final maturity of the PIK claims is 6 years from the day the pre-bankruptcy settlement became final at an interest rate of 4.5% per annum, which is also paid on final maturity.
/ii/
The ‘Senior debt’ comprises a portion of creditor claims which will be settled by payment in instalments in accordance with the provisions of the settlement and additional agreements with creditors of category a), which fall due on 30 June and 31 December with an interest rate set at 4.5% per annum.
/iii/
Secured creditors have not waived their right for separate settlement in the pre-bankruptcy settlement proceedings, and have the right to initiate separate enforcement procedures to enforce property sales and settlement of their claims. If the sale of pledged assets does not generate sufficient funds to settle secured claims, secured creditors are not entitled to settlement of outstanding claims in full, but their claims are considered to be settled entirely through the sale of the pledged assets. Regarding these borrowings, the Company is not obligated to repay principal or interest from the ordinary course of business, but the settlement is made only from the sale of pledged property. A debt of EUR 1,161 thousand was still recorded in the Company's accounts, however it was settled by immovable property which is also in the Company's books. By derecognition at the end of the process, there is no, and will not be any effect on the financial statements.
/iv/
Issued bonds
On 6 June 2012 the Company (IGH Group) issued convertible bonds in the amount of EUR 10 million for a partial rescheduling of liabilities arising from previously issued financial instruments and financing of the working capital.
On 10 June 2013, the Settlement Council of the Financial Agency adopted the Decision on initiating pre-bankruptcy settlement proceedings over INSTITUT IGH, d.d.
Owners of convertible bonds as secured creditors have not waived their right for separate settlement in the pre-bankruptcy settlement proceedings, and have the right to initiate separate enforcement procedures to enforce property sales and settlement of their claims. In the event that the funds obtained from the realisation of the pledge will not be sufficient to cover the claims secured, the bondholders are not entitled to settle up to the full amount of the secured claim but their claim is deemed to be fulfilled by the realisation of the pledge. Regarding these bonds, the Company is not obligated to repay principal or interest from the ordinary course of business, but the settlement is made only from the sale of pledged property. The bond obligation was settled during 2021.
/vi/.
Radeljevic d.o.o. company was merged with the INSTITUT IGH d.d. on 29 Dec 2023 and mutual transactions of receivables and liabilities were cancelled.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
47
The analytical review of loans and borrowings is as follows:
| Currency | Interest rate | 2023 | Up to 1 yr. | 1 – 2 yrs. | |
|---|---|---|---|---|---|
| Financial liabilities | |||||
| Commercial bank | EUR | 4,50% | 18 | 18 | 0 |
| Unrelated third parties | EUR | 4,50% | 20 | 20 | 0 |
| Liabilities for interest | EUR | - | 150 | 151 | 0 |
| Non-interest bearing other liabilities to secured creditors | |||||
| Unrelated third parties | EUR | - | 1.161 | 1.161 | 0 |
| Loans from other financial institutions | EUR | - | 91 | 91 | 0 |
| Other financial liabilities | |||||
| Loans from related parties | EUR | 2,86% | 171 | 0 | 0 |
| Loans from unrelated parties | EUR | 4,50% | 3.173 | 3.142 | 31 |
| Total | 4.583 | 31 | 4.583 |
| Currency | Interest rate | 2022 | Up to yr. | 1 – 2 yrs. | |
|---|---|---|---|---|---|
| Financial liabilities | |||||
| Commercial bank | EUR | 4,50% | 89 | 89 | 0 |
| Unrelated third parties | EUR | 4,50% | 11.910 | 11.910 | 0 |
| Liabilities for interest | EUR | - | 2.521 | 3.074 | 0 |
| Non-interest bearing other liabilities to secured creditors | |||||
| Unrelated third parties | EUR | - | 1.747 | 1.699 | 48 |
| Loans from other financial institutions | EUR | - | 111 | 111 | 0 |
| Other financial liabilities | |||||
| Loans from related parties | EUR | 2,86% | 9.748 | 3.031 | 0 |
| Total | 19.914 | 48 | 26 |
26. Contingent liabilities
| 31. Dec 2023 | 31 Dec 2022. | |
|---|---|---|
| thous EUR | ||
| Guarantees given - externally | 4.551 | 3.354 |
| •Partnerships in loans of affiliated companies | - | 2.081 |
| TOTAL | 4.551 | 5.435 |
Contingent liabilities relate to performance guarantees and money deposits with legal entities for the same purpose. As at 31 December 2023, several disputes are pending against IGH Group for which liabilities are not reported in the statement of financial position as at 31 December, as according to the assessment of the Management Board of the Company as at 31 December 2023 there is no likelihood of these liabilities arising for IGH Group.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
49
27. Lease obligations
| 31 Dec.2023 | 31 Dec.2022 | |
|---|---|---|
| thous.EUR | ||
| Non-current liabilities | ||
| Lease obligations | 1.881 | 3.237 |
| TOTAL | 1.881 | 3.237 |
| Short-term liabilities | ||
| Liabilities for accrued interest | 1.357 | 1.658 |
| TOTAL | 1.357 | 1.658 |
The analytical review of lease obligations is as follows:
| thous. EUR | obligations | Lease Net book value | |
|---|---|---|---|
| As at 1 Jan 2022 | 2.748 | ||
| Payments | -4.137 | ||
| Additions to right-of-use assets | 6.284 | ||
| Status as at 31 Dec 2022 | 4.895 | ||
| Status as at 1 Jan 2023 | 4.895 | ||
| Payments | -3.187 | ||
| Loans received | 1.530 | ||
| Exchange rate difference | 0 | ||
| Status as at 31 Dec 2023 | 3.238 |
| Other financial liabilities | Currency | Interest rate | 2023 | Up to 1 year | years 1 – 2 years | 2 – 5 |
|---|---|---|---|---|---|---|
| Operating lease - IFRS 16 | HRK | 4,50% | 3.236 | 1.357 | 1.357 | 524 |
| Other financial liabilities | Currency | Interest rate | 2022 | Up to 1 year | years 1 – 2 years | 2 – 5 |
|---|---|---|---|---|---|---|
| Operating lease - IFRS 16 | HRK | 4,50% | 4.895 | 1.658 | 2.486 | 751 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
50
28. Provisions
| thous. EUR | vacation days | Unused Retirement benefits | Legal disputes | Total | |
|---|---|---|---|---|---|
| As at 31 Dec 2022 | |||||
| Long-term part | 0 | 76 | 1.379 | 1.456 | |
| Short-term part | 320 | 0 | 4 | 324 | |
| 320 | 76 | 1.383 | 1.779 | ||
| Increase in provisions | 335 | 9 | 0 | 344 | |
| Cancelled during the year | -320 | 0 | -478 | -798 | |
| Status at 31 Dec 2023 | 335 | 85 | 905 | 1.325 | |
| Long-term part | 0 | 85 | 901 | 986 | |
| Short-term part | 335 | 0 | 3 | 339 | |
| 335 | 85 | 905 | 1.325 |
(i) Unused vacation days
In 2023, the provision for unused vacation days was accrued based on the expectations that unused vacation days from 2024 will be used in 2023.
(ii) Retirement benefits
In 2023, IGH Group increased provisions for retirement benefits in the amount of EUR 9 thousand.
(iii) Legal disputes
The amounts of provisions relate to a number of legal disputes initiated against the IGH Group. Based on the expert opinion of a legal counsel, the Company’s Management Board believes that the outcome of these legal disputes will not give rise to any significant loss beyond the amount provided for as at 31 December 2023.
29. Trade payables and other payables
| DESCRIPTION | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| thous. EUR | ||
| Non-current liabilities | ||
| Trade payables | 26 | 26 |
| TOTAL | 26 | 26 |
| Current liabilities | ||
| Domestic trade payables | 2.861 | 1.918 |
| Foreign trade payables | 178 | 918 |
| Liabilities towards government institutions | 1.272 | 1.424 |
| Liabilities to employees | 846 | 875 |
| Municipal charges | 323 | 308 |
| Other liabilities | 597 | 645 |
| Total | 6.077 | 6.088 |
The carrying amount of other current liabilities at 31 December 2023 approximates fair value, due to the characteristic nature of those liabilities. Other liabilities relate to other short-term liabilities. The exposure of the IGH Group to foreign exchange and liquidity risk is presented in Note 32.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
51
30. Commitments for advances and deposits received
| 31 Dec.2023 | 31 Dec.2022 | |
|---|---|---|
| thous. EUR | ||
| Received advances | ||
| Advances from domestic clients | 531 | 599 |
| Advances from foreign clients | 200 | 287 |
| Calculation of advances given | 57 | 44 |
| TOTAL | 788 | 930 |
| Received deposits | ||
| Deposits and guarantees received | 41 | 37 |
| TOTAL | 41 | 37 |
31. Accrued expenses and deferred income
The accrued expenses and deferred income stated in the Statement on financial position on 31 December 2023 in the amount of Euros 123 thousand (31 Dec 2022 amounting to Euros 1.112 thousand) refer to the accrued expenses for which no invoice was received.
32.# Financial instruments and Risk management
The IGH Group, is exposed to various financial risks related to foreign exchange, interest rate, credit and solvency risk. The Company monitors these risks and seeks to minimise their potential impact on the IGH Group’s financial exposure. The IGH Group does not use derivative financial instruments to actively hedge its financial risk exposure.
a) Market risk
Market risk relates to financial instruments. IFRS defines market risk as the risk of fluctuation of fair value or future cash flows of financial instruments due to changes in market prices. Market risk comprises three types of risk: foreign exchange risk, interest rate risk and other price risks. The IGH Group operates on the Croatian and international markets. The Management Board determines the cost of its services based on the market price of the relevant market.
b) Price risk
The IGH Group is engaged in the professional and scientific research in the field of civil engineering, the area where the financial crisis has had a significant impact causing relative market inactivity. However, positive macroeconomic indicators in the last period have stimulated market recovery and corresponding prices.
c) Foreign currency exchange risk
The IGH Group’s official currency since 01 Jan 2023 is the Euro (EUR). The IGH Group has invested and invests in financial instruments and enters into transactions denominated in currencies representing the functional currency of an issuer established in different countries. Accordingly, the IGH Group is exposed to the risk of changing the currency exchange rate against other currencies in a way that may negatively affect IGH Group 's profit and value. Transactions denominated in foreign currencies are translated into Euros by applying the exchange rates in effect at the balance sheet date. The resulting foreign exchange differences are credited or
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 52
charged to the income statement. Changes in exchange rates may affect the profits mainly as a result of foreign exchange gains or losses arising on translation of receivables into Euros and borrowings and liabilities contracted with a foreign currency clause (EUR). Due to the part of foreign market revenues and liabilities denominated in other currencies, the IGH Group is exposed to changes in the value of the exchange rate. The total exposure of IGH Group to changes in foreign exchange rates at the reporting date was as follows:
| Thous. EUR | Thous. EUR | |
|---|---|---|
| Liabilities | 2023 | 2022 |
| Assets | 2023 | 2022 |
| Bosnia and Herzegovina (BAM) | 5 | 4 |
| The USA (USD) | 413 | 74 |
| The Russian Federation | 0 | 4.203 |
| Georgia (GEL) | 0 | 23 |
| Macedonia (MDK) | 1 | 119 |
The IGH Group is mainly exposed to fluctuations in the exchange rate of Euro, in terms of received loans, suppliers and trade receivables. The IGH Group is additionally exposed to changes in the Croatian Kuna exchange rate relative to the GEL due to the operations of the Georgia subsidiary. The sensitivity analysis includes only open cash items in foreign currency and their recalculation at the end of the period based on the percentage change in exchange rates. The sensitivity analysis includes monetary assets and monetary liabilities in the currency. A negative number indicates a decrease in profit where the Euro changes against the relevant currency by the percentage specified above. In case of a reverse proportional change of the Euro against the relevant currency, there would be an equal and opposite impact on the profit. The depreciation of Euro against the exchange rate of the currencies shown by 1% would have the following effects on profit:
| Effect of USD currency | Effect of GEL currency | Effect of MCK currency | |
|---|---|---|---|
| 2023 | 2022 | 2023 | |
| Thous. EUR | 4 | -6 | -3 |
| Effect of BAM currency | Effect of RUB currency | |
|---|---|---|
| 2023 | 2022 | |
| Thous. EUR | -1,5 | -1 |
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 53
The mean exchange rates of currencies to Euro significant for the IGH Group:
| 31 December 2023 | 31 December 2022 | |
|---|---|---|
| BAM | 1,95583 | 1,95583 |
| USD | 1,105 | 1,067 |
| GEL | 2,9324 | 2,6295 |
| MCK | 61,6345 | 61,6 |
c) Interest rate risk
Interest rate risk is the risk of a change in the value of a financial instrument due to changes in market rates in relation to the interest rates applied to the financial instrument. The IGH Group, uses loans with predominantly fixed interest rates and is not exposed to the risk of changing interest rates. The IGH Group does not use active hedging instruments against exposure to interest rate risk.
d) Credit risk
Credit risk is the risk that one party to a financial instrument will cause the other party financial losses due to default, in whole or in part, at the time of maturity. Failure to do so would endanger the liquidity of IGH Group and reduce the value of its assets. On 31 December 2023 financial assets that could potentially expose the Group to credit risk consist mainly of loans given, trade receivables and other receivables. The value of financial assets at the reporting date shows the maximum exposure to credit risk. The Group regularly monitors the risk that the other party will not fulfil its obligations. Trade receivables, other receivables, and receivables from given loans are adjusted for the amount of provisions for doubtful and disputed receivables. The IGH Group applies a simplified IFRS 9 approach for measuring expected credit losses, using the expected value adjustment for all trade receivables and contract assets. In order to measure expected credit losses, trade receivables and contract assets are grouped based on common credit risk characteristics and maturity dates. In the same types of contracts, contract assets are tied to the same risk characteristics as trade receivables. Therefore, the Company concluded that expected loss rates for trade receivables can also be used to calculate losses for contractual assets. The expected loss rates are based on collection data for the 24-month period prior to 31 December 2023 and historical credit losses during that period. Furthermore, the IGH Group is exposed to credit risk through cash deposits in banks. As of 31 December 2023, the IGH Group cooperated with five banks where it keeps its money and deposits. Risk management is focused on doing business with the most respectable foreign and domestic banks in the country and abroad. Deposits in banks constitute current account money and deposits held with banks as bank guarantees that are collected at maturity, and therefore classified as held-to-maturity assets in accordance with IFRS 9 and measured at amortised cost. Credit risk shall be measured using a general approach. The IGH Group shall use the daily value of the CDSs covering the insurance for a period of 5 years. The CDS with 5-year insurance has the highest market liquidity and has therefore been chosen as a benchmark. The CDS is sensitive to an increase in the risk of default — whether or not insurance with a period of 3 or 5 years has been selected. Domestic banks do not have a rating or CDS indicator as a risk measure. The IGH Group took the CDS for the Republic of Croatia to measure the risk, which at 31 December 2023 amounted to 1,02%. Credit risk, calculated according to the formula: amount of deposits * number of days * CDS / 365. For deposits on demand, the Company uses 2 days in calculating the amount of credit risk.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 54
e) Solvency risk
Solvency risk is the risk of the IGH Group facing difficulties in settling its liabilities. Solvency risk arises in the general funding activities of the IGH Group and the management of assets. It includes the risk of being unable to fund assets under appropriate maturities and prices and the risk of being unable to sell its assets at a reasonable price and in an appropriate time frame. Financial instruments include investments that may be insolvent and that the Company is unable to turn into cash to meet its solvency requirements. In order to ensure the necessary solvency, the Management actively monitors and manages the collection of receivables and planned outflows.
The tables were prepared on the basis of non-discounted cash outflows of financial liabilities at their due date. The tables include both principal and interest cash flows.
| Net book value | Contracted cash flows | Up to 1 year | From 1 years to 2 | From 2 years to 5 Year | |
|---|---|---|---|---|---|
| Year 2023 | |||||
| Non-derivate financial liabilities | 7.850 | 7.850 | 5.939 | 1.356 | 556 |
| Loans received and financial leasing | 6.891 | 6.891 | 6.865 | 26 | 0 |
| Trade and other payables | 14.742 | 14.742 | 12.804 | 1.382 | 556 |
| Total | |||||
| Year 2022 | |||||
| Non-derivate financial liabilities | 29.749 | 29.749 | 26.464 | 1.958 | 1.327 |
| Loans received and financial leasing | 6.316 | 6.316 | 6.290 | 26 | 0 |
| Trade and other payables | 36.065 | 36.065 | 32.753 | 1.984 | 1.327 |
| Total |
Non-interest bearing liabilities payable up to one month mainly consist of trade payables and other current liabilities. Interest bearing liabilities include short-term and long-term loans, borrowings and bonds. The tables were prepared on the basis of non-discounted cash inflows of financial assets at their due date. The tables include both principal and interest cash flows.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
____________ 55
| Net book value | Contracted Up to 1 | From | |
|---|---|---|---|
| Thous. |
| Year 2023 | Year 2022 | |||
|---|---|---|---|---|
| Non-derivative financial assets | ||||
| Loans given | 3.992 | 3.992 | 3.626 | 445 |
| Trade and other receivables | 3.360 | 3.360 | 3.197 | 163 |
| Total | 7.352 | 7.352 | 7.171 | 180 |
The fair value of financial assets and financial liabilities is determined as follows:
Financial instruments held to maturity in the ordinary course of business are recorded at the purchase cost or net amount less the portion repaid. Fair value is determined as amount for which a financial instrument could be traded between knowledgeable, willing parties in an arm’s length transaction, except in the event of a forced sale or for liquidation purposes. The fair value of a financial instrument is its quoted securities market price, or the amount obtained using the discounted cash flow method.
As at 31 December 2023, the reported amounts of cash, short-term deposits, receivables, current liabilities, accrued expenses, short-term borrowings and other financial instruments approximate their market values due to the current nature of those assets and liabilities. The Management Board believes that the book value of long-term deposits, receivables and borrowings as at 31 December 2023 approximates their fair value due to the application of variable interest rates on liabilities.
The IGH Group monitors capital in line with laws and regulations valid in the Republic of Croatia which require a minimum deposit of EUR 25 000 for joint stock companies. Owners do not require any special measures with regard to management of capital. There are no capital goals internally monitored.
The IGH Group considers that their key shareholders and entities under their control or influence (subsidiaries and affiliates), key management (see below), close family members of key management and legal entities that are controlled or significantly influenced by key management personnel and their close family members are directly related parties, in accordance with the provisions set out in International Accounting Standard 24 “Related Party Disclosures”.
| DESCRIPTION | 2023 | 2022 | |
|---|---|---|---|
| Liabilities for loans from related parties | |||
| ELPIDA D.O.O. | - | 3.031 | |
| ETZ, EKONOMSKO TEHNIČKI ZAVOD D.D. | 140 | 124 | |
| IGH PROJEKTIRANJE D.O.O. | 31 | 43 | |
| RADELJEVIĆ D.O.O. | - | 6.549 | |
| Liabilities to related undertakings | |||
| IGH CONSULTING D.O.O. | - | 11 | |
| IGH PROJEKTIRANJE D.O.O. | 36 | 7 | |
| IGH BUSINESS ADVISORY SERVICES D.O.O. | 8 | - | |
| IGH-MOSTAR D.O.O. | 2 | 4 | |
| MARTERRA D.O.O. | 4 | 32 | |
| ETZ,EKONOMSKO TEHNIČKI ZAVOD D.D. | 1 | - | |
| Liabilities to equity companies | |||
| AVENUE MEHANIZACIJA d.o.o. | 510 | 5.300 | |
| AVENUE ENGINEERING AND CONSTRUCTION LIMITED | 208 | 567 | |
| Total liabilities | 940 | 15.668 |
The total compensation for the Management Board and the calculated fees for Supervisory Board members in 2023 amounted to 153 thousand Euros (2022: EUR 380 thousand).
| Compens. members | thous.Euros | Participation at sessions |
|---|---|---|
| Žarko Dešković | 20 | 7/9 |
| Sergej Gladeljkin | 10 | 5/9 |
| Igor Tkach | 10 | 9/9 |
| Mariyan Tkach | 10 | 9/9 |
| Marin Božić | 10 | 9/9 |
| Total | 60 |
| Salary component – fixed component | variable | Salary – Total |
|---|---|---|
| Petrosian Robert | 93 | 0 |
Basic earnings per share are calculated as follows:
| DESCRIPTION | 31 Dec 2023 (tis EUR) | 31 Dec 2022 (tis EUR) |
|---|---|---|
| Profit for the year | 4.986 | 2.002 |
| Weighted average number of shares | 686.022 | 630.700 |
| Basic earnings per share (in HRK) | 7,27 | 3,17 |
On 17 May 2013 the INSTITUT IGH d.d. submitted a Proposal to initiate pre-bankruptcy settlement proceedings. On 5 December 2013 the Commercial Court in Zagreb accepted the Proposal and approved the settlement. In April 2014, the Court ruled that the pre-bankruptcy settlement became legally valid as of 28 December 2013.
An agreement was reached according to which 30% of claims are converted into the Company's share capital. 20% of claims will be repaid in cash after the share capital increase or the sale of the Company’s assets. The remaining 50% of claims will be repaid in 10 equal semi-annual instalments over the period of 5 years.
During 2018, the Company settled trade payables totalling HRK 10.041 thousand as prescribed in the provisions of the pre-bankruptcy settlement. During 2019 the Company also settled liabilities to related parties, natural persons for service contracts and royalties, non- financial institutions and the Ministry of Finance in the total amount of HRK 2.912 thousand. During 2020 all remaining obligations were settled amounting to HRK 196 thousand.
Out of the total debt, 63.6% was converted into the PIK debt during the initiation of pre-bankruptcy settlement procedure. The PIK debt is to be repaid in one instalment 6 years after the pre-bankruptcy settlement became legally valid. Up to the maturity date, a fixed interest rate of 4.5% per annum is included in the calculation, which is also payable in one instalment 6 years after the pre-bankruptcy settlement became legally valid.
The PIK debt will be settled through the sale of assets which are pledged as collateral. Six years after the settlement will have become legally valid, the Company is obliged to proportionally convert the PIK debt to the senior debt until the senior debt reaches the net indebtedness limit which is equal to 3.5 times of the prior year consolidated EBITDA. If the current Senior debt amount exceeds the default ratio, the PIK debt is not converted into the Senior debt. The Company did not make the conversion because the pre-requirement stated in pre-bankruptcy settlement was not fulfilled.
Under the valid pre-bankruptcy settlement, EBITDA is defined as earnings before interest, taxes, depreciation of tangible and in tangible assets and one-off items of income and expenses. Interest is considered to be the interest expense on the debtor’s debts. One-off income and expenses are those that do not relate to the operating business of the company and are not repetitive. One-off income and expenses relate specifically to, but are not limited to, income and expenses from the sale of fixed assets.
Six years after the settlement has become legally valid and through the process of converting the PIK debt to the senior debt, the creditors had the right to convert their remaining claims into equity at a price of HRK 400 per share, but max. up to 20% of the share capital. If the General Assembly did not invite a creditor to subscribe for the shares, then the outstanding PIK debt is due upon the creditors’ call. Creditors did not request the fulfilment of their rights, the deadline was 31 December 2019. Since the PIK debt was not transferred into shares or into Senior debt, the total amount of HRK 211.081 thousand will be returned or settled by income from sale of assets, or acquisition of the mortgaged assets. If the sale of pledged assets is realised, the PIK debt (including interest) is settled first and the remainder of receipts is used to settle parts of the senior debt which had liens on that particular asset. If the sales result in a surplus of cash over the creditors' claims, then the surplus belongs to the debtor i.e. the Company.
The first instalment of the Senior debt becomes due 24 months from the date the pre-bankruptcy settlement will have become legally valid. The payments fall due 30 June and 31 December of each year. Instalments are paid 2 times a year with a fixed interest rate of 4.5% per annum. Interest are accrued and paid over the entire repayment period.
During 2016, the Company signed an agreement with banks from the creditor category a), whereby the grace period is extended by an additional 18 months, so that the total grace period is 42 months after the pre-bankruptcy settlement becomes legally valid, consequently reducing the repayment period to 6.5 years after the first instalment becomes due.
As a result of the abovementioned facts, the first instalment of the senior debt of creditors from category a) becomes due 42 months from the date the pre-bankruptcy settlement will have become legally valid. The payments fall due 30 June and 31 December of each year, and the first instalment becomes due on the first of the above dates 42 months after the settlement became legally valid, which is on 30 June 2017. Instalments are paid 2 times a year with a fixed interest rate of 4.5% per annum. Interest are accrued and paid over the entire repayment period.
Liabilities for interests accrued on the senior debt for 2022 has been settled in the amount of HRK 0 thousand (2021: HRK 0 thousand).Company is late in paying the Senior debt but the creditors, until the date of this Report, have not made claims for payment in the sense of enforcement. In case the negotiations are not successful, creditors can initiate an enforcement procedure.
Junior debt
The Junior debt has the same repayment schedule as the PIK debt the only difference being that junior debt holders have no liens on the Company’s assets. Junior debt was due on 31 December 2019. A fixed interest rate of 4,5% p.a. is calculated on the principle amount. The creditors have not activated the rights they have come into on 28 December 2019 and the obligation was written-off in 2020.
Secured creditors
The principal of the debt towards creditors who have not waived their right to separate settlement in the process of the pre-bankruptcy settlement agreement (secured creditors) is classified as short-term and is presented in Note 25 in the principal amount of EUR 1.161 thousand. Pledged assets are intended to cover the secured debt and are classified non-current assets held for sale as presented in Note 21 in the amount of EUR 1.632 thousand. A lien was entered over a part of assets of a subsidiary in which the Company owns shares, proportionally to the amount of the claim of the secured creditor in the amount of EUR 16.875 thousand. The value of non-current tangible assets held for sale for the purpose of settlement of liabilities to creditors who are not dependent on the pre-bankruptcy settlement (secured creditors) is reduced to the amount of liabilities to secured creditors. Since the ownership over these properties has not changed, their value as well as the related liabilities is recorded in the balance sheet. It should be noted that the Company is not obliged to pay principal or interest from the ordinary course of business, and the settlement is realised solely through the takeover or sale of pledged property. The effect on the IGH Group’s statement of financial position after the settlement of liabilities to secured creditors by transferring assets held for the settlement of these liabilities, is presented in the following table:
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
59
| Balance sheet as at 31 Dec 2023 | Towards secured creditors | Balance after settlement | |
|---|---|---|---|
| Thous. EUR | |||
| Balance of liabilities sheet | 9.399 | 0 | 9.399 |
| Non-current assets | |||
| Non-current assets held for sale | 1.632 | 0 | 1.632 |
| Current assets | 8.619 | -1.199 | 7.420 |
| TOTAL ASSETS | 19.650 | -1.199 | 18.451 |
| Total equity | 5.282 | 0 | 5.282 |
| Non-current liabilities | 3.255 | 0 | 3.255 |
| Current liabilities | 11.114 | -1.199 | 9.915 |
| TOTAL EQUITY AND LIABILITIES | 19.650 | (1.199) | 18.451 |
| Balance sheet as at 31 Dec 2022 | Towards secured creditors | Balance after settlement | |
|---|---|---|---|
| Thous. EUR | |||
| Balance of liabilities sheet | |||
| Non-current assets | 10.883 | - | 10.883 |
| Non-current assets held for sale | 1.632 | (1.632) | - |
| Current assets | 10.581 | - | 10.581 |
| TOTAL ASSETS | 23.096 | (1.632) | 21.464 |
| Total equity | (12.998) | - | (12.998) |
| Non-current assets | 5.895 | - | 5.895 |
| Current assets | 30.199 | (1.161) | 29.038 |
| TOTAL EQUITY AND LIABILITIES | 23.096 | (1.161) | 21.935 |
Set out below is a short overview of the effects of the pre-bankruptcy settlement agreement on the financial statements:
| DESCRIPTION | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| thous. EUR | thous. EUR | |
| PIK debt (Note 25) | - | 1.413 |
| Senior debt (Note 25) | 38 | 9.424 |
| 38 | 10.837 | |
| Secured creditors - principal | 1.161 | 1.161 |
| 1.161 | 1.161 |
Since the legally valid pre-bankruptcy settlement up to 31 December 2023, The company settled a total of EUR 56,985 thousand of liabilities incurred before the opening of the pre-bankruptcy settlement procedure until 31/12/2003 by means of cash payments, the issuance of shares in the name of conversion of part of the creditors' claims into equity, payment of priority claims and other
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
60
claims of employees with their respective taxes and contributions, and the write-offs, all in accordance with the provisions of the pre-bankruptcy settlement. In 2023, the IGH Group settled all PIK debt obligations. Senior debt amounting to EUR 38 thousand was settled in full until by 15 Feb 2024. The amount of debt relating to different creditors amounting to EUR 1,161 thousand was settled through real estate. Negotiations are still under way regarding legal expenses, and after the completion of the process, a debit will be made in the company's books. Transaction will not affect the business results.
The following was settled in 2023:
• 1.414 thousand Euros of PIK debt by transfer of assets of subsidiaries
• 9.316 thousand Euros of Senior debt liabilities, and
• 3.378 thousand Euros of related interest
Impact of the war in Ukraine on the Company's business operations
As a result of the war in Ukraine and the sanctions imposed to Russia, the Company's Russian subsidiary found itself with limited business options. In addition, the subsidiary's access to resources is limited, with uncertain market and other developments. The possibility to implement and set up new projects is also limited. Consequently, during the Management Board session on 2 March 2022, IGH's Management Board decided to close the Company's subsidiary in Russia, Moscow. As at 31 December 2023, within the Company's consolidated financial statements, receivables and liabilities related to the IGH d.d. branch, Moscow, Russia, were value adjusted and reported through income and expense positions.
Settlement of obligations from the pre-bankruptcy settlement
After the balance sheet date until 15 Feb 2024, the IGH Group settled all outstanding debt from the pre-banked settlement , amounting to EUR 38 thousand. For the purpose of better cash flows, in February 2024, the Group sold its real estate in Dubrovnik for the amount of EUR 1.156 million, and in April 2024, real estate in Karlovac for the amount of EUR 250 thousand. There were no other significant events that would significantly affect the annual accounts of the IGH Group for 2023, which should consequently be published.
IGH Group Notes to the financial statements for the year ending 31 December 2023 (continued)
61
The financial statements were adopted by the Management Board and their issuing was approved on 29 April 2024.
Robert Petrosian Željka Sikaček Marija Đuroković
Director Procurator Procurator
Senka Žaja Tatjana Bičanić
Procurator Procurator
Institut IGH, d.d. Janka Rakuše 1
10 000 Zagreb
The Republic of Croatia
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