- Consolidated Notes
- General Information
- Accounting and Valuation Principles
- 5. In general
- 6. Reporting currency
- 7. Currency translation
- 8. Intangible assets
- 9. Tangible assets
- 10. Accounting for leases
- 11. Borrowing costs
- 12. Impairment of non-financial assets
- 13. Financial investments and other financial assets
- 14. Cash and cash equivalents
- 15. Taxes
- 16. Provisions
- 17. Financial liabilities
- 18. Revenue and cost recognition
- 19. Contingent liabilities and contingent receivables
- 20. Management discretion and the main sources of forecasting uncertainty
- Notes to the Consolidated Balance Sheet
- 21. Liquid funds (cash and cash equivalents)
- 22. Trade receivables
- 23. Income tax claims
- 24. Prepaid expenses and other short-term assets
- 25. Intangible assets
- 26. Tangible assets
- 27. Development of the long-term assets
- 28. Rights of use
- 29. Deferred taxes
- 30. Other long-term assets
- 31. Short-term Liabilities
- 32. Leasing liabilities
- 33. Trade Payables
- 34. Income tax liabilities and provisions
- 35. Customer contract liabilities and other liabilities
- 36. Bank Loans
- 37. Leasing liabilities
- 38. Subscribed capital
- 39. Reserves
- 40. Equity capital difference based on currency conversion
- 41. Share-based payment arrangements
- Notes to the Consolidated Statement of Comprehensive Income
- Notes to the earnings per share
- Notes to the Consolidated Cash Flow Statement
- Other Information
- 50. Financial assets and liabilities
- 51. Capital risk management
- 52. Finance risk management
- 53. Market risks
- 54. Transactions between related parties
- 55. Events after the balance sheet closing date
- 56. Number of employees
- 57. Information on the Company’s governing bodies
- 58. Information on the fees of the Company auditors
- 59. Information on segment reporting
- 60. Proposal for the Appropriation of Profit
- 61. Statement under § 161 of the German Stock Corporation Act
to the Consolidated Financial Statements of InVision AG as of 31 December 2022 in accordance with IFRS and § 315e of the German Commercial Code
1. General information about the Company
InVision Aktiengesellschaft, Düsseldorf (hereinafter also referred to as “InVision AG” or the “Company”), together with its subsidiaries (hereinafter also referred to as the “InVision Group” or the “Group”), develops and markets products and services in the field of workforce management and education, and is mainly active in Europe and the United States.
The Company’s registered offices are located at Speditionstraße 5, 40221 Düsseldorf, Germany. It is recorded in the Commercial Register of the Local Court of Düsseldorf under registration number HRB 44338. InVision AG has been listed in the prime standard segment of the Frankfurt Stock Exchange under securities identification number 585969 since 18 June 2007.
To the Company’s knowledge, the following shareholders held an interest in the Company’s share capital as of 31 December 2022:
- Peter Bollenbeck, Düsseldorf, Germany (35.14%), thereof 17.00% direct, 18.14% indirect via InVision Holding GmbH
- Investmentaktiengesellschaft für langfristige Investoren TGV, Bonn, Germany (15.01%)
- Matthias Schroer, Prien on Chiemsee, Germany (11.32%)
- Armand Zohari, Bochum, Germany (10.00%)
- Free float (28.53%)
The IFRS consolidated financial statements are expected to be approved by the Supervisory Board of InVision AG on 28 March 2023 and then cleared for publication on 30 March 2023.
2. Basis of the accounting
Because it is listed on a regulated market, InVision AG prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS). The consolidated financial statements as of 31 December 2022 were prepared following the IFRS, which were promulgated by the International Accounting Standards Board (IASB), in force on the balance sheet closing date, and applicable in the European Union. The designation “IFRS” also encompasses the still valid International Accounting Standards (IAS), as well as the interpretations of the Standing Interpretations Committee (SIC), and the International Financial Reporting Interpretations Committee (IFRIC). The requirements prescribed under § 315e of the German Commercial Code (HGB) must also be observed. All provisions of the IFRS, IAS, IFRIC, and SIC, which are valid for the fiscal year ending 31 December 2022, have been applied in the consolidated financial statements.
The following IAS/IFRS/IFRIC were endorsed by the EU in the 2022 financial year or are to be applied for the first time. Most of them have little or no effect on the consolidated financial statements of InVision AG.
|IFRS standards||Material effect|
|Amendments to IFRS 16: Covid-19-Related Rent Concessions beyond 30 June 2021||None|
|Amendments to IAS 37: Onerous Contracts - Cost of Fulfilling a Contract||None|
|Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle||None|
|Amendments to IAS 16: Property, Plant and Equipment - Proceeds before Intended Use||None|
|Amendments to IFRS 3: Reference to the Conceptual Framework||None|
The following amendments of the IASB were not applied on an earlier basis in these consolidated financial statements. Where the changes affect InVision AG, the future effects on the consolidated financial statements will be examined. For the most part, they have not yet been adopted by the EU.
|IFRS standards with (expected) mandatory application||Material effect|
|Amendments to IAS 1: Classification of Liabilities as Current or Non-current (1 Jan 2023)||None|
|IFRS 17: Insurance Contracts (1 Jan 2023)||None|
|Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (1 Jan 2023)||None|
|Amendments to IAS 8: Definition of Accounting Estimates (1 Jan 2023)||None|
|Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (1 Jan 2023)||None|
|Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date to be set)||None|
The effects on the consolidated financial statements of the other standards newly issued or revised by the IASB, which were not yet mandatory in these financial statements, are currently being examined. However, apart from any extended disclosure requirements, no material effects are expected.
3. Group of consolidated companies
The consolidated financial statements cover InVision AG as well as the following subsidiaries:
- InVision Software AG, Zürich, Switzerland
- InVision Software, Inc., Chicago, IL, USA
- InVision Software Ltd., London, United Kingdom
- InVision Software SAS, Paris, France
- InVision Software B.V., Utrecht, Netherlands
InVision AG holds a direct 100% ownership interest in each of the consolidated subsidiaries.
4. Consolidation principles
The consolidated financial statements comprise the annual financial statements of InVision AG and its subsidiaries as of 31 December of each fiscal year. The annual financial statements of the subsidiaries are prepared while applying the uniform accounting and valuation methods as of the same balance sheet closing date as the annual financial statements of the parent company.
The balance sheet closing date of all subsidiaries integrated into the consolidated financial statements is 31 December of the applicable fiscal year in question.
All account balances, transactions, income, expenses, profits, and losses from intra-group transactions, which are included in the book value of assets, are eliminated in full.
Subsidiaries are fully consolidated as of the date of their formation or acquisition (i.e., as of the date on which the Group acquires control over them), provided that they are not of minor importance for the Group’s net assets, financial position, and results of operations. The inclusion of these subsidiaries in the consolidated accounts ends as soon as the parent company’s control no longer exists.
Newly-formed subsidiaries are consolidated using the acquisition method according to IFRS 3. Under that method, acquisition costs of the business combination are apportioned to the identifiable assets, which are acquired, and to the identifiable liabilities, which are assumed, based on their fair values as of the date of acquisition. The expenses and income, which have accrued since the acquisition, are included in consolidated accounts.
Accounting and Valuation Principles
5. In general
The consolidated financial statements were prepared based on historical acquisition or production costs (costs). Historical costs are based in general on the fair value of the consideration paid in exchange for the asset.
The consolidated balance sheet was structured according to short-term and long-term assets and liabilities. The consolidated statement of comprehensive income is prepared using the cost of production method.
6. Reporting currency
The consolidated financial statements are prepared in euros because the majority of the Group transactions are based on that currency. Unless otherwise indicated, all figures herein have been rounded up or down to the nearest thousand (TEUR, T€) by standard commercial practices. The figures are shown in euros (EUR, €), in thousand euros (TEUR, T€) or in million euros (MEUR, m€).
7. Currency translation
Each company within the Group stipulates its own functional currency. The items reported in the financial statements of each company are valued using that functional currency. Foreign currency transactions are initially converted into the functional currency at the currency spot rate applicable on the date of the transaction.
Monetary assets and liabilities denominated in a foreign currency will be converted into the functional currency at the exchange rate applicable on each relevant reporting date and recognised in the income statement. This treatment does not apply to any exchange rate differences arising from foreign currency transactions if they are used to hedge a net investment of a foreign operation. These differences are recognised directly in equity capital until the net investment is sold and recognised in the period results only after such sale. Any deferred taxes resulting from the currency differences of such foreign currency credits will also be recognised directly in equity capital. Non-monetary items, which are valued at historical costs in a foreign currency, are converted at the exchange rate applicable on the date of the transaction. Non-monetary items, which are reported at fair value in a foreign currency, are converted at the exchange rate applicable on the date the fair value was calculated.
Assets and liabilities of foreign operations are converted into euros as of the balance sheet (reporting) date. The conversion of income and expenses shall be made at the average exchange rate for the fiscal year. Any differences resulting from these currency conversions will be booked as a separate component of the equity capital account.
Any goodwill acquired with the purchase of a foreign operation and any adjustments in the book value of the assets and liabilities, which resulted from that transaction in order to accord with fair value, will be converted at the exchange rate applicable on the reporting date.
The following exchange rates were used (per EUR 1.00):
|Currency||Exchange rate on
reporting date 2022
|Exchange rate on
reporting date 2021
exchange rate 2022
exchange rate 2021
8. Intangible assets
Acquired intangible assets are valued at the time of their receipt according to their cost of acquisition or cost of production.
Internally produced intangible assets are recognised when they are identified and when it is likely that the group will receive a future economic benefit from the asset and the asset’s acquisition and production costs can be reliably determined. For subsequent valuations, the value of the intangible assets is recognised at the acquisition or production costs of those assets, less the accumulated amortisation and less the accumulated impairment costs (shown under the amortisation item). Intangible assets are amortised on a straight-line basis over their estimated usable life (3 to 15 years). The amortisation period and amortisation method are reviewed at the end of each fiscal year.
When producing new software and further developing existing software, the InVision Group cannot clearly and unequivocally delineate the relevant software because the knowledge and improvements gained from producing new software and from the continued development of existing software are incorporated into other InVision Group products. Since not all criteria were met by 31 December of the fiscal year, no development costs were capitalised.
9. Tangible assets
Tangible assets (land and buildings as well as computer hardware, tenant installations, furnishings, and equipment) are recognised at the cost of acquisition or production less the accumulated depreciation. These assets are depreciated on a straight-line basis over the estimated useful life of the individual asset. The useful life for buildings is 9 to 33 years, for computer hardware 3 to 5 years, and for furnishings and equipment, 5 to 13 years. Tenant installations are depreciated over the term of the lease or their useful life if that period is shorter.
Subsequent expenditures made for a tangible asset are recognised at the costs of acquisition if it is likely that the Group will receive a future economic benefit from it, and the costs for the asset can be reliably determined. Costs for repairs and maintenance, which do not increase the estimated useful life of the tangible asset, are recognised in the period in which they are incurred and are reported on the income statement.
10. Accounting for leases
The Group only acts as a lessee in connection with the rental of office space.
Leases are recognised as rights of use and corresponding lease liabilities at the time when the leased asset is available for use by the Group.
Assets and liabilities from leases are initially recognised at present value.
The lease liabilities include the present value of the following lease payments:
- fixed payments (including de facto in-substance fixed payments, less any lease incentives to be received)
- variable lease payments linked to an index or (interest) rate, initially valued at the index or interest (rate) on the commitment date
- expected payments by the Group from the utilisation of residual value guarantees
- the execution price of a call option, the group is reasonably certain that it will be used
- penalties in connection with the termination of a lease, if the lease term takes into account that the Group will exercise the termination option in question
The measurement of the lease liability also includes lease payments based on a sufficiently secure utilisation of extension options.
Lease payments are discounted at the implicit interest rate underlying the lease if this can be readily determined. Otherwise - and this is generally the case in the Group - the lease is discounted at the lessee’s incremental borrowing rate, i.e. the interest rate that the respective lessee would have to pay if it had to borrow funds to acquire an asset with a comparable value in a comparable economic environment for a comparable term with comparable certainty under comparable conditions.
Lease instalments are divided into repayments and interest payments. The interest portion is recognised in the income statement over the lease term so that a constant periodic interest rate is charged on the remaining balance of the liability for each period.
Rights of use are measured at cost, which is comprised as follows:
- the amount of the initial measurement of the lease liability
- all leasing payments made at or before the provision, less any leasing incentives received
- all initial direct costs incurred by the lessee, and
- estimated costs incurred by the lessee in dismantling or removing the underlying asset, restoring the site on which it is located, or returning the underlying asset to the condition required by the lease agreement.
Rights of use are amortised on a straight-line basis over the shorter of the useful life and the term of the underlying lease agreement. If the exercise of a purchase option is reasonably certain from the Group’s perspective, the asset is depreciated over the useful life of the underlying asset.
11. Borrowing costs
Borrowing costs are recognised as an expense in the period in which they are incurred unless the borrowing costs were incurred for the purchase, construction, or production of qualified assets. In that case, the borrowing costs will be added to the production costs for such assets. During the fiscal year, the InVision Group had neither acquired nor produced qualified assets.
12. Impairment of non-financial assets
Non-financial assets are tested for impairment if facts or changes in circumstances suggest that the book value of an asset might no longer be recoverable. For the impairment test, the recoverable amount of the asset or the cash-generating unit must be determined. The recoverable amount is either the fair value less the costs to sell or the value in use, whichever value is higher. The fair value less the costs to sell is defined as the price that two informed, contractually-willing and independent business partners could achieve (less the cost to sell) when selling an asset or a cash-generating unit. The value in use of an asset or a cash-generating unit is calculated by determining the present cash value of the estimated future cash flow based on the current use of the asset or unit. If the recoverable value is less than the book value, then the difference will be immediately written off and entered into the income statement.
An impairment loss recognised in profit or loss for an asset (other than goodwill) in prior years is reversed if there is an indication that the impairment loss may no longer exist or may have decreased. The recoverable amount will be recognised as income in the income statement. The recoverable amount (or the reduction in the amount of the impairment) of an asset will be recognised, however, only to the extent that it does not exceed the book value, which would have resulted had no impairment been previously recognised (including the effects from amortisation or depreciation).
13. Financial investments and other financial assets
On initial recognition, financial assets are classified for subsequent measurement either as at amortised cost or at fair value through profit or loss or through other comprehensive income.
The classification of financial assets at initial recognition depends on the characteristics of the contractual cash flows of the financial assets. Except for trade receivables, which do not contain any significant financing components, the Group measures a financial asset at its fair value plus transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price determined by IFRS 15. In this context, reference is made to the accounting policies in Note 18.
For a financial asset to be classified and measured as at amortised cost or at fair value through other comprehensive income, cash flows may consist solely of payments of principal and interest (SPPI) on the outstanding principal amount. This assessment is known as the SPPI test and is performed at the level of the individual financial instrument. Purchases or sales of financial assets that require delivery of the assets within a period determined by the regulations or conventions of the respective market (regular way purchases) are recognised on the trade date, i.e. the date on which the Group commits to purchase or sell the asset.
For subsequent measurement, financial assets are classified into two categories:
- financial assets measured at amortised cost (debt instruments)
- financial assets at fair value through profit or loss (not relevant for these consolidated financial statements)
The Group measures financial assets at amortised cost if both of the following conditions are met:
- The financial asset is held within the framework of a business model whose objective is to hold financial assets in order to collect the contractual cash flows; and
- the contractual terms of the financial asset result in cash flows at specified points in time that represent only principal and interest payments on the outstanding principal amount.
The Group’s financial assets measured at amortised cost mainly comprise trade receivables and receivables from banks. They also include other receivables.
Financial assets measured at amortised cost are measured in subsequent periods using the effective interest method and are tested for impairment. Gains and losses are recognised in the income statement when the asset is derecognised, modified, or impaired. For trade receivables, the Group applies the simplified value adjustment scheme of IFRS 9 and directly recognises the expected default over the entire term of the receivable. The necessary value adjustment is derived taking into account historical defaults and - if relevant - adjusted based on current market developments. In individual cases, however, the default is also derived directly from the information on the customer’s creditworthiness. In the event of the insolvency of a customer, the full value of the receivable is reported as a loss on the receivable. Only at this point, the receivable is derecognised. In principle, changes in the carrying amount of trade receivables from customers are reduced using an allowance account, and the impairment loss is recognised in profit or loss. If the amount of an estimated impairment loss increases or decreases in a subsequent reporting period as a result of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or decreased through profit or loss by adjusting the allowance account. If a derecognised receivable is subsequently reclassified as recoverable as a result of an event occurring after derecognition, the corresponding amount is recognised immediately against other operating expenses.
14. Cash and cash equivalents
Cash and cash equivalents consist of credit balances held with financial institutions as well as securities that may be redeemed for cash on short notice. Bank balances are measured at amortised cost. In this context, reference is made to the accounting policies in Note 13.
The actual tax refund claims and tax debts for the current period and earlier periods must be valued at the amount at which a refund is expected from the tax authorities or payment must be made to the tax authorities.
Deferred taxes are recognised under the liabilities method for all temporary differences between the tax basis of the assets/liabilities and their respective book values in the IFRS financial statements.
Deferred taxes are valued according to the tax rates (and tax regulations), which are effective as of the balance sheet closing date or which have for the most part been enacted into law, and which are expected to be valid and binding on the date the deferred tax receivable is realised and/or the deferred tax liability is settled.
Deferred tax receivables, including those on losses carried forward, are recognised in an amount at which taxable income will likely be available for credit against the temporary differences.
The valuation of deferred tax assets for loss carry-forwards and deductible temporary differences depends on the future taxable earnings of the InVision Group companies. The estimate regarding such taxable earnings is made as of the balance sheet date taking into account the respective business perspectives. For purposes of capitalising deferred taxes based on the losses carried forward, only those tax loss carry-forwards will be recognised, which are very likely to be applied.
A provision is shown only if the Company has a present, statutory, or de facto obligation (liability) based on a past event, if it is likely that the fulfilment of the obligation will lead to an outflow of funds representing an economic benefit, and if a reliable estimate of the amount of the obligation can be made. If no provision could be created because one of the criteria mentioned was not fulfilled, then the liabilities in question will be reported as contingent liabilities.
Provisions are examined on each balance sheet closing date and adjusted to accord with the best estimate as of that date. If there is an expectation that the expenditures, which are required to satisfy a deferred liability, will be reimbursed either in whole or in part by another party, then the reimbursement will be recognised only when it is nearly certain that the Group will receive the reimbursement.
17. Financial liabilities
Liabilities include non-current liabilities to banks, trade payables, tax liabilities, interest liabilities, liabilities to employees, and other liabilities. On initial recognition, they are carried at cost, which corresponds to the fair value of the consideration received. In subsequent years, all liabilities are measured at amortised cost using the effective interest method per IFRS 9. They are derecognised when the liability is settled, cancelled, or expires.
Liabilities from leases are reported under financial liabilities. Please refer to the explanations in section 10 for the accounting policies applied.
18. Revenue and cost recognition
The InVision Group’s revenues are generated by granting rights of use to software products (unlimited use, one-time use, time-limited use) and by providing related services.
In the case of unlimited or one-time use rights, the revenues are recognised completely at the point in time of the granting of rights of use. In the case of time-limited rights, revenues are recognised on a straight-line basis pro rata temporis over the time for which they were calculated. Revenues from services are recognised at the point in time the service is provided.
The revenues are reported less any early payment discounts, customer bonuses, and rebates. Agreements with several components (e.g. subscriptions and services) are internally allocated to their individual components, and revenues are recognised based on those individual components.
Revenues are generally recognised when the sales price is determined or determinable, no significant duties exist and the collection of the receivables is likely. Costs are recognised when the good or service is used or at the time they were generated. Interest is recognised as either an expense and/or income according to the period in which it arose under the effective interest method.
19. Contingent liabilities and contingent receivables
Contingent liabilities are either potential obligations, which could result in an outflow of resources but the existence of which must be confirmed through the occurrence or non-occurrence of one or more future events, or current obligations, which do not satisfy the recognition criteria of the liability. These items are listed separately in the notes unless the possibility that resources with economic benefits will be lost is unlikely. There were no contingent liabilities in the fiscal year.
In connection with business combinations, contingent liabilities are recorded as liabilities on the balance sheet according to IFRS 3.37, if the fair value can be reliably calculated.
Contingent receivables are not recognised in the financial statements. They are, however, listed in the notes, if the receipt of economic benefits is likely.
20. Management discretion and the main sources of forecasting uncertainty
When preparing the consolidated financial statements, some assumptions and estimates must be made, which affect the amount and reporting of the recognised assets and liabilities, the income and expenses, and the contingent liabilities for the reporting period. These assumptions relate primarily to the assessment of the carrying value of assets, the assessment of deferred tax assets, uniform group determination of the economic useful lives of tangible assets, and the recognition and measurement of provisions. The assumptions and estimates are based on premises delivered from available information at the time in question. The basis for the anticipated future business development is the circumstances present at the time the consolidated financial statements are prepared in a realistic scenario of the future development of the overall environment. If these overall conditions deviate from the assumptions made and cannot be influenced by management, then the resulting figures could deviate from the originally anticipated estimates.
Notes to the Consolidated Balance Sheet
21. Liquid funds (cash and cash equivalents)
Liquid funds contain only those payment instruments, which have a term to maturity of fewer than three months calculated from the date of purchase. As in the previous year, cash and cash equivalents consist solely of credit balances held with financial institutions.
22. Trade receivables
The trade receivables subject to the impairment provisions of IFRS 9 are composed as follows:
|Trade Receivables - days past due||31 Dec 2022||31 Dec 2021|
|Not past due||1,014||902|
|Up to 30||309||276|
|Between 31 and 60||99||40|
|Between 61 and 90||52||25|
|More than 91||243||69|
|Gross book value||1,717||1,312|
|Net book value||1,599||1,310|
Development of loss allowance for trade receivables
|31 Dec 2022||31 Dec 2021|
|Balance as at 1 January||2||1|
|+/- Foreign exchange gains and losses||0||0|
|- Amounts written off||0||0|
|- Amounts recovered||2||1|
|+ Net remeasurement of loss allowance||118||2|
|Balance as at 31 December||118||2|
23. Income tax claims
Income tax assets include refund claims of InVision Software Ltd., London, United Kingdom.
24. Prepaid expenses and other short-term assets
|31 Dec 2022||31 Dec 2021|
|Prepaid and deferred items||203||181|
|Other miscellaneous assets||21||25|
The deferred income mainly consists of prepayments for service and insurance contracts for the following financial year.
25. Intangible assets
Intangible assets consist primarily of software and industrial property rights acquired in exchange for consideration. These assets are valued at their historical cost of acquisition, less the scheduled amortisation. Concerning scheduled amortisation, the software acquired in exchange for consideration and the industrial property rights were amortised over their expected useful lives (3 to 15 years).
26. Tangible assets
The breakdown of tangible assets is as follows:
|31 Dec 2022||31 Dec 2021|
|Land and property / Buildings||6,734||6,930|
|Other miscellaneous assets||1,171||1,355|
Tangible assets are recognised at their historical costs of acquisition, less any scheduled depreciation if the assets are subject to wear and tear. Tangible assets are depreciated on a straight-line basis over their useful lives (3 to 33 years). Impairment losses were not deemed necessary.
27. Development of the long-term assets
|Fiscal year 2022||01 Jan 2022||Additions||Transfers||Disposals||Currency differences||31 Dec 2022|
|1. Concessions, industrial property rights and similar rights and assets as well as licences to such rights and assets|
|2. Tangible Assets|
|Land and property / Buildings|
|Other miscellaneous assets|
|3. Right-of-use assets|
|Total long-term assets|
|Fiscal year 2021||01 Jan 2021||Additions||Transfers||Disposals||Currency differences||31 Dec 2021|
|1. Concessions, industrial property rights and similar rights and assets as well as licences to such rights and assets|
|2. Tangible Assets|
|Land and property / Buildings|
|Other miscellaneous assets|
|3. Right-of-use assets|
|Total long-term assets|
28. Rights of use
In the reporting year, the rights of use for the rented office space for the locations in Leipzig and Paris are recognised. The statement of comprehensive income includes interest expenses of TEUR 18 (previous year: TEUR 20) from the application of IFRS 16.
Total cash outflows from leases amount to TEUR 214 (previous year: TEUR 223).
29. Deferred taxes
The following table sets forth the status of the deferred tax assets according to the balance sheet items:
|31 Dec 2022||31 Dec 2021|
|Deferred taxes based on temporary differences from a license transfer within the Group||1,380||2,070|
|Deferred taxes based on temporary differences from the application of IFRS 16||33||34|
The Group’s tax losses carried forward as of 31 December 2022 totalled TEUR 15,989 (previous year: TEUR 10,204). For the above-mentioned losses carried forward no deferred taxes were recognised as the realisation is considered insufficient. Valued at individual tax rates, deferred taxes of up to TEUR 3,920 could have been recognised.
30. Other long-term assets
Other long-term assets consist only of security deposits paid for leased office space.
31. Short-term Liabilities
The short-term liabilities are allocated as follows:
|Customer contract liabilities||682||767|
|Liabilities from leasing contracts||200||189|
|Income tax liabilities||207||173|
32. Leasing liabilities
The portion of lease liabilities classified as current according to IFRS 16 was TEUR 200 as of the balance sheet date (previous year TEUR 189).
33. Trade Payables
Trade payables show a balance of TEUR 173 and are higher than at the same time last year due to the balance sheet date.
34. Income tax liabilities and provisions
Income tax liabilities and provisions developed as follows:
|01 Jan 2022||Utilisation||Reversal||Additional provision
in the year
|Currency Difference||31 Dec 2022|
|Income tax liabilities||173||25||0||59||0||207|
|- Personnel expenses||39||39||0||87||0||87|
|- Annual accounts costs||99||99||0||64||0||64|
|- Outstanding invoices||21||16||0||13||0||18|
|- Trade associations||23||0||23||7||0||7|
|01 Jan 2021||Utilisation||Reversal||Additional provision
in the year
|Currency Difference||31 Dec 2021|
|Income tax liabilities||817||758||28||142||0||173|
|- Personnel expenses||42||42||0||39||0||39|
|- Annual accounts costs||98||91||4||95||1||99|
|- Outstanding invoices||26||20||1||15||1||21|
|- Trade associations||20||20||0||23||0||23|
35. Customer contract liabilities and other liabilities
Customer contract liabilities and other liabilities are short-term and are allocated as follows:
|Customer contract liabilities||682||767|
|Value added tax||171||170|
|Social security charges||47||38|
|Other miscellaneous liabilities||4||2|
The payments that the Group has received from customers for which services are still to be rendered over a certain period were deferred as customer contract liabilities.
36. Bank Loans
In 2018, InVision AG took out a bank loan in the amount of TEUR 6,000 to refinance investments and to make further investments. A further loan of TEUR 3,000 was taken out in 2022. Both loans are secured by a land charge. The first loan has been suspended for repayment since the third quarter of 2021 up to and including 30 March 2025, and the loan disbursed in 2022 will be repaid as scheduled from 30 March 2024. Bank loans have a remaining term of more than five years and amount to TEUR 8,040 (previous year: TEUR 5,040) as of the balance sheet date.
37. Leasing liabilities
The portion of leasing liabilities classified as non-current according to IFRS 16 amounted to TEUR 947 as of the balance sheet date (previous year: TEUR 1,104). Of this amount, TEUR 200 is due within one year, TEUR 752 is due between 1-5 years and TEUR 195 after 5 years.
38. Subscribed capital
The registered share capital of InVision AG is reported as the subscribed capital. The subscribed capital is divided into 2,235,000 no-par value shares (Stückaktie), each such share representing a notional amount of EUR 1.00 of the Company’s registered share capital. At the end of the reporting period, the Company holds no treasury shares.
The Executive Board is authorised, with the consent of the Supervisory Board, to increase the registered share capital one or more times by up to EUR 1,117,500 (Authorised Capital Account 2020) on or before 28 May 2025.
According to the shareholder resolution adopted on 08 October 2021, the Conditional Capital 2020 in the amount of EUR 1,117,500, which was determined in the Annual General Meeting on May 29, 2020, was reduced by EUR 223,500 to EUR 894,000. In addition, according to the shareholder resolution adopted on 08 October 2021, the share capital is conditionally increased by up to EUR 223,500.00 by issuing up to 223,500 no-par value bearer shares (Conditional Capital 2021).
Furthermore, by the resolution of The Annual General Meeting on 08 October 2021, the Company was authorised until 07 October 2026 to acquire treasury shares up to a total pro rata amount of the share capital of EUR 223,500 or - if this value is lower - of the share capital existing at the time of exercising this authorisation. Together with the treasury shares acquired for trading purposes and for other reasons, which are in each case held by the Company or attributable to it according to sections 71a et seq. of the German Stock Corporation Act, the shares acquired based on this authorisation may at no time exceed 10% of the respective capital stock of the Company.
The reserves include net proceeds, purchase and sale of the Company’s own treasury shares, capital increases from company funds, and the fair value of the stock options issued at the balance sheet date.
40. Equity capital difference based on currency conversion
The equity difference from currency conversion is a result of converting based on the modified closing date method [modifizierte Stichtagsmethode]. The difference arises from the conversion of the items on the income statement of those subsidiaries, which rendered their accounts in a foreign currency, at the average exchange rate and the conversion of the items of equity capital of those subsidiaries at the historical rate of the initial consolidation, on the one hand, and the exchange rate on the reporting date [Stichtagskurs] for the conversion of other assets and liabilities, on the other hand.
41. Share-based payment arrangements
Description of share-based payment arrangements and conditions
As of fiscal year 2022, the group has a stock option program that was resolved at the Annual General Meeting of InVision AG on 8 October 2021, and which authorizes the Executive Board and the Supervisory Board to issue up to 223,500 stock options. The subscription rights exercised may, at the Company’s discretion, be settled either by equity instruments or by cash settlement. The stock options can be issued once or several times in several tranches up to and including 7 October 2026. Up to 78,225 stock options are attributed to members of the Executive Board (Beneficiaries of Group 1) and up to 145,275 stock options are attributed to members of the management of companies affiliated with the Company within the meaning of sections 15 et seq. of the German Stock Corporation Act, selected executives and employees of InVision AG, and selected executives and employees of companies affiliated with the Company within the meaning of sections 15 et seq. of the German Stock Corporation Act (Beneficiaries of Group 2). The stock options may only be exercised if the average compound annual growth rate (“CAGR”) of the Group’s consolidated revenues during the reference period (as defined below) is at least 20%. The reference period comprises 20 reporting quarters of the Company, starting with the fourth quarter prior to the quarter in which the issue date falls. If the performance target is not achieved, the stock options dependent on the performance target will expire without replacement or compensation. The stock options may be exercised after the expiry of the waiting period within a maximum of three years, subject to the achievement of the performance target and the fulfilment of the other exercise requirements (existing employment relationship, consideration of exercise blocking periods) as well as any statutory restrictions. The exercise price corresponds to the arithmetic mean of the closing prices of the shares of InVision AG in the XETRA trading system of Deutsche Börse AG (or a corresponding successor system) on the 60 trading days prior to the issue date of the stock options.
In the event of extraordinary developments, the Supervisory Board of the Company may, at its own discretion, limit the exercise of stock options granted to members of the Executive Board of the Company (Group 1), in particular, to ensure the appropriateness of the compensation within the meaning of Section 87 para.1 sentence 1 AktG.
The Executive Board of the Company may limit the exercise of the stock options granted to the beneficiaries of Group 2 at its own discretion, in particular, to ensure that the total compensation of the individual beneficiary is in reasonable proportion to the beneficiary’s duties and performance and does not exceed the customary compensation without special reasons.
The first tranche of the stock option program 2021 was issued on 19 November 2021. Further tranches were allocated to the beneficiaries on the same option terms on 31 March 2022, 30 June 2022, 30 September 2022 and 21 December 2022.
Determination of the fair value
In accordance with IFRS 2, stock options are measured at fair value at the date of issue. The Monte Carlo simulation was used to determine the fair value of the stock options.
The following weighted average parameters were used for the valuation of the options issued to members of the Executive Board, executives and employees:
|Average weighted parameters||2022||2021|
|Fair value per option at grant date (in EUR)||6.01||6.15|
|Share price at grant date (in EUR)||27.72||29.20|
|Exercise price (in EUR)||28.62||30.06|
|Expected life (in years)||4||4|
|Expected dividend yields||0%||0%|
Expected volatility was determined by calculating the historical volatility of the Group’s share price over a period of 4 years prior to the grant date.
Development of outstanding options
Details of the share options outstanding during the year are as follows:
|Group 1 and 2|
|Outstanding at 31 December 2021||101,134|
|Granted during the year||10,753|
|Expired during the year||0|
|Forfeited during the year||2,173|
|Exercised during the year||0|
|Outstanding at 31 December 2022||109,714|
|Exercisable at 31 December 2022||0|
The options outstanding at 31 December 2022 have an exercise price between EUR 12.60 and EUR 26.78 (2021: EUR 30.06) and a weighted average remaining contractual life of 5.98 years (2021: 6.89 years). No stock options were exercised in the financial years 2021 and 2022.
The Group recognised total personnel expenses of TEUR 155 (previous year: TEUR 13) related to share-based payment transactions in 2022.
Notes to the Consolidated Statement of Comprehensive Income
Revenues by region are categorised as follows:
|United States of America||1,693||1,765|
The breakdown of revenues by region is based on the location of the company recording the revenues.
43. Other operating income
Other operating income of TEUR 118 (previous year: TEUR 62) mainly includes compensation in kind from employee meals, revenue from the sale of IT hardware, income relating to other periods and an insurance compensation.
44. Personnel expenses
Personnel expenses consisted of the following:
|Wages and salaries||10,895||8,888|
|Expenses related to share-based payment transactions||155||13|
|Social charges and other pension provisions||2,027||1,623|
|- of which for pensions (direct insurance)||126||69|
Direct insurance policies are classified as a defined contribution plan.
45. Depreciation and amortisation of tangible and intangible assets
Of the depreciation and amortisation reported, TEUR 193 (previous year: TEUR 185) relates to the rights of use to be capitalised under IFRS 16.
No tangible or intangible assets were subject to impairment. Thus, only scheduled amortisation and depreciation are shown under this item.
46. Other operating expenses
Other operating expenses are itemised as follows:
|Other operating expenses||2022||2021|
|Office space expenses||342||298|
|Other personnel expenses||153||90|
|Other miscellaneous expenses||458||349|
47. Research and development
Research and development expenses amounted to TEUR 7,268 in the fiscal year (previous year: TEUR 5,507).
48. Financial result
|Interest and similar expenses||-133||-94|
|- of which for interest on liabilities for leases||-18||-20|
Debt capital costs are recognised as an expense in the period in which they are incurred.
49. Income taxes
Income taxes are divided as follows:
For details of the deferred tax assets recognised, please refer to the previous section 29. Deferred taxes are calculated based on an income tax rate of 30% for the German corporation and the future local tax rate for the foreign subsidiaries.
The actual tax rate is computed as follows:
|Consolidated result before taxes||-3,227||-827|
|Actual tax rate||-23%||-98%|
The difference between the theoretical income tax expense (when applying the tax rate applicable to the InVision Group) and the reported income tax expense may be attributed to the following causes:
|Profit before tax on continuing operations||-3,227||-827|
|Expected tax income at the corporation tax rate of 30.0%
(previous year: 30.0%)
|Current year losses for which no deferred tax asset was recognised||-2,064||1,391|
|Effect of different tax rates of subsidiaries operating in other|
|Expense from stock options according to IFRS 2||47||4|
In addition to non-tax-deductible expenses and non-taxable income, the other tax effects mainly include the unrecognised tax loss carry-forwards at InVision AG, Düsseldorf, and InVision Software Inc., Chicago, USA.
Notes to the earnings per share
The calculation of undiluted earnings per share is based on the net profit attributable to the equity holders of the parent company (TEUR -3,978) divided by the weighted average number of ordinary shares circulating during the year (2,235,000). There was no dilutive effect on earnings per share in the reporting year.
Notes to the Consolidated Cash Flow Statement
The cash flow statement shows changes in the cash position of the InVision Group in the fiscal year due to incoming and outgoing cash payments. Under IAS 7, cash flow is distinguished between cash flow from operating activities, cash flow from investing activities and cash flow from financing activities.
The net financial position, as reflected in the cash flow statement, consists of all liquid funds, which are reported on the balance sheet (i.e., cash on hand and credit balances at financial institutions) and which can be reduced to cash within three months (calculated from the date acquired) without causing any significant fluctuation in value, less any short-term financial liabilities. The cash flows from investing and financing activities are computed directly (i.e., on a cash basis). In contrast, cash flow from operating activities is derived indirectly from the results for the period. Cash flow from operating activities includes the following incoming and outgoing payments:
|Income taxes received||279||136|
|Income taxes paid||34||-827|
Interest paid has been allocated to the cash flow from financing activities for reasons of clarity. The prior-year amount has been reclassified accordingly, thus reducing the cash flow from operating activities shown in 2021. The payments received from taking out bank loans reported under the cash flow from financing activities correspond to the increase in bank loans in the balance sheet. The net financial position shown in the cash flow statement represents total liquid funds as reported in the consolidated cash flow statement.
50. Financial assets and liabilities
In accordance with IFRS 13, the significant parameters on which the measurement is based must be disclosed for all financial instruments whose fair value is disclosed or which are recognised at fair value. All financial instruments are measured at amortised cost and the fair value corresponds to the book value.
The financial liabilities existing in the Group consist of a loan to refinance investments and to make further investments, liabilities from leases, and current trade payables. The significant financial assets of the Group consist of cash and cash equivalents and accounts receivable. The book value of these positions represents the maximum default risk and totals TEUR 8,088 (previous year: TEUR 7,648). Business relationships are established with creditworthy contracting parties (counterparties) only. To evaluate the creditworthiness of counterparties (above all, large customers), the Group relies on available financial information and its own internal trading records. The Group holds trade receivables against several customers from a wide range of industries and regions. Credit assessments regarding the financial strength of the receivables are constantly performed. The typical terms of payment granted (with no discounts or deductions) are 30 days. Concerning all trade receivables, which were overdue by more than 90 days as of the balance sheet date and involve a default risk, bad debt allowances were created.
The Group did not execute any derivatives or hedging transactions. Reclassifications were not made either in 2022 or in 2021 as a result of the reclassification as part of the transition to IFRS 9.
There were no significant differences between the book value of the financial assets and liabilities reported and the fair values.
51. Capital risk management
The Group manages its capital (equity capital plus debt capital less cash and cash equivalents) intending to use financial flexibility to achieve its growth targets while at the same time optimising its financing costs. The overall capital management strategy has remained the same as in the previous year.
Management reviews the capital structure at least once each half-year. The review covers the costs of capital, the security and collateral provided, and the open credit lines and credit opportunities.
During the reporting year, the capital structure may be shown as follows:
|31 Dec 2022||31 Dec 2021|
|- as a percentage of total capital||42%||59%|
|- as a percentage of total capital||58%||41%|
|- as a percentage of total capital||10%||10%|
(*) calculated as the ratio of liabilities (less any cash and cash equivalents) to equity capital
The Group’s equity ratio target is 50%.
52. Finance risk management
The monitoring of financial risk is handled by management on a centralised basis. Individual financial risks are generally reviewed at least once each quarter.
The Group’s primary risks resulting from financial instruments involve liquidity and credit risks. As a rule, business transactions are executed only with creditworthy contracting parties. Moreover, the amounts of any receivables are constantly monitored to avoid exposing the InVision Group to any significant credit risk. The maximum default risk is limited to the book value of the asset as reported in the balance sheet.
The Group manages liquidity risks by holding adequate reserves, monitoring and maintaining credit agreements, and planning and coordinating incoming and outgoing payments.
up to 1 year
between 1-5 years
over 5 years
|Interest bearing loans||0||3,949||4,091|
|Customer contract liabilities||682||0||0|
up to 1 year
between 1-5 years
over 5 years
|Interest bearing loans||0||1,680||3,360|
|Customer contract liabilities||767||0||0|
53. Market risks
Market risks can arise from changes in exchange rates (currency risk) or interest rates (interest risk). Given the limited relevance these risks have for the Group, the Group has not heretofore hedged such risks using derivative financial instruments. These risks are managed through constant monitoring. Currency risks are largely avoided by virtue of the fact that the Group invoices primarily in euro or in the local currency. As of the balance sheet date, the receivables denominated in foreign currencies equalled TEUR 33 (previous year: TEUR 898), and the payables denominated in foreign currencies equalled TEUR 1 (previous year: TEUR 7). Had the euro appreciated by 10% compared to other currencies relevant to the Group as of 31 December 2022, then the pre-tax result would have been TEUR 2 (previous year: TEUR 4) lower.
54. Transactions between related parties
There were no transactions involving goods and services between closely related enterprises and persons, neither in the reporting period nor in the previous year.
55. Events after the balance sheet closing date
No events of particular significance with a material financial impact occurred after the balance sheet date.
56. Number of employees
In the 2022 fiscal year, the Company employed on average 141 employees (previous year: 128), not including the Executive Board.
|- of which in Product Development||78||63|
|- of which in other business units||63||65|
57. Information on the Company’s governing bodies
The following person was a member of the Executive Board in the fiscal year:
- Peter Bollenbeck (Chairman), Düsseldorf, Germany
In the fiscal year, the Executive Board member received the following remuneration benefits:
|of which fixed salary||400,000||380,000|
|of which other benefits||5,215||4,895|
As of the balance sheet date, the Executive Board holds, either directly or indirectly, 35.14% of the Company’s registered share capital (31 December 2021: 35.14%).
In the fiscal year 2022, no stock options were granted to the Executive Board. In the previous year, the 78,225 options and the resulting subscription rights from the 2021 stock option program attributable to members of the Executive Board were issued in full.
The Supervisory Board consists of:
- Dr. Thomas Hermes (Chairman), Attorney at Law and Notary, Essen, Germany
- Matthias Schroer (Deputy Chairman), Entrepreneur, Prien on Chiemsee, Germany
- Prof. Dr. Wilhelm Mülder, University Professor, Essen, Germany
Dr. Thomas Hermes is the supervisory board chairman of the registered housing association known as Wohnungsgenossenschaft Essen-Nord e.G., Essen, member of the supervisory board of Rot-Weiss Essen e.V., member of the respective board of trustees of Politisches Forum Ruhr e.V., Essen, and of Sankt-Clemens-Maria-Hofbauer-Stiftung, Essen. Matthias Schroer and Prof. Dr. Wilhelm Mülder do not sit on any other supervisory boards.
The remuneration of the Supervisory Board, paid as fixed remuneration, consists of the following:
|Dr. Thomas Hermes||25,000||25,000|
|Prof. Dr. Wilhelm Mülder||12,500||12,500|
|Total compensation Supervisory Board||56,250||56,250|
Otherwise, in the fiscal year, the Supervisory Board members were not granted any loans or provided any advances for future payments, and no contingent liabilities were incurred for the benefit of such persons.
58. Information on the fees of the Company auditors
The fee for the Company’s annual accounts auditor, which was recognised for the fiscal year 2022, consists of the following:
|Auditing service for the annual accounts||52||53|
|Tax advisory services||0||5|
59. Information on segment reporting
Since the internal and external business processes for all products and services are to the largest extent identical, they collectively represent a single operating segment within the meaning of IFRS 8.
60. Proposal for the Appropriation of Profit
The Executive Board and the Supervisory Board propose to carry forward the net profit to a new account.
61. Statement under § 161 of the German Stock Corporation Act
On 27 January 2023, the Executive Board and Supervisory Board stated under § 161 of the German Stock Corporation Act regarding the extent to which it has elected to comply with the recommendations of the “Government Commission of the German Corporate Governance Code” and published this statement on the internet at www.ivx.com/en/investors/corporate-governance/compliance-statement.
Düsseldorf, 20 March 2023