2021 Annual Report
2
Contents
Ease2pay N.V. shares 3
Membership of the Management Board and the Supervisory Board 4
Report of the Management Board 7
Report of the Supervisory Board 17
Financial statements 2021 20
Consolidated financial statements 2021 20
Consolidated statement of profit or loss and other comprehensive income 20
Consolidated statement of financial position 21
Consolidated statement of cash flows 22
Consolidated statement of changes in equity 23
Notes to the consolidated financial statements 24
Company financial statements 2021 46
Company statement of profit or loss 46
Company statement of financial position 46
Notes to the company financial statements 47
Other information 51
Articles of association provisions governing the appropriation of profit 51
Independent auditor’s report 52
Ease2Pay N.V. shares
3
Ease2pay N.V. shares
Listing
Docdata N.V., the legal predecessor of Ease2pay N.V. (symbol: EAS2P, ISIN
Code NL0000345627 (hereafter also referred to as ‘Ease2pay’ or ‘the
Company’)), was listed on Euronext Amsterdam from 1 May 1997.
Docdata N.V.’s name was changed to Ease2pay N.V. on 21 February 2018.
Capital and shares
The authorised share capital was EUR 2,500 thousand on 31 December
2021, comprising 25,000,000 ordinary shares with a nominal value of
EUR 0.10 each. 10,550,208 shares were in issue on 31 December 2021 (31
December 2020: 9,239,998).
Major holdings
The Financial Supervision Act (Wet op het financieel toezicht – Wft)
requires shareholders holding at least 3% of the outstanding shares to
report this to Authority for the Financial Markets (Autoriteit Financiële
Markten – AFM). For Ease2pay N.V. these are (balance at 31 December
2021):
- J.H.L. Borghuis (indirectly via Morgen Beheer B.V., one of the two
partners of The Internet of Cars v.o.f.) jointly with G.J. van Lookeren
Campagne (indirectly via Loca Holding B.V., one of the two partners of
The Internet of Cars v.o.f.): 59.3%
- Arkelhave Capital B.V.: 11.1%
- Cross Options International XI B.V.: 4.1%
Investor relations policy
To keep costs as low as possible, Ease2pay has opted to restrict its
investor relations policy to issuing press releases. Ease2pay has drawn up
a policy on contacts with shareholders, analysts and the press that can be
found along with the press releases under ‘Investor relations’ on the
www.investor.ease2pay.eu website.
Dividend proposal
Based on the results in 2021, the Management Board of the Company
proposes not to pay a dividend to the shareholders.
Insider trading regulations
Ease2pay has Insider Trading Regulations to implement the legislation as
set out in Section 5:56 et seq. of the Wft and detailed in the Market Abuse
(Financial Supervision Act) Decree (Besluit Marktmisbruik Wft). Staff and
advisers who are regarded as insiders by Ease2pay sign a declaration
committing them to comply with these regulations, which can be found
(in Dutch) under ‘Investor relations’ on the www.investor.ease2pay.eu
website. The Management Board and the Supervisory Board also meet
the provisions of Chapter 5.3 of the Wft, the rules on disclosure of voting
rights, capital, major holdings and capital interest at issuers. The AFM
supervises compliance with this.
Membership of the Management Board and the Supervisory Board
4
Membership of the Management Board and the Supervisory
Board
Management Board
Jan (J.H.L.) Borghuis (1968)
- Dutch nationality
- Reappointed as a director: 19 January 2022
- Term of office: to the annual general meeting of shareholders in 2026
Sole director and shareholder of Morgen Beheer B.V., one of the two
partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay
N.V.’s shareholders. Jan Borghuis studied business economics at Erasmus
University Rotterdam.
Maarten (M.L.) Hektor (1971)
- Dutch nationality
- Appointed as a director: 19 January 2022
- Term of office: to the annual general meeting of shareholders in 2026
Sole director and shareholder of Desysion Holding B.V. This company is
one of Ease2pay N.V.’s shareholders. Maarten Hektor studied business
administration at Erasmus University Rotterdam.
Gijs (G.J.) van Lookeren Campagne (1967)
- Dutch nationality
- Reappointed as a director: 19 January 2022
- Term of office: to the annual general meeting of shareholders in 2026
Sole director and shareholder of Loca Holding B.V., one of the two
partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay
N.V.’s shareholders. Gijs van Lookeren Campagne studied business
economics at Erasmus University Rotterdam and earned a degree of
Dutch Cartered Accountant (“RA”) from the Tilburg University.
Edwin (E.M.) Noomen (1972)
- Dutch nationality
- Appointed as a director: 19 January 2022
- Term of office: to the annual general meeting of shareholders in 2026
Director and sole shareholder of ISLA Holding B.V. and director of SEnS
Holding B.V. The latter company is one of Ease2pay N.V.’s shareholders.
Edwin Noomen studied business economics at Erasmus University
Rotterdam.
Membership of the Management Board and the Supervisory Board
5
Supervisory Board
Wim (W.C.H.) Fahrner (1960)
- Dutch nationality
- Appointed as a supervisory director: 21 February 2018
- Term of office: to the annual general meeting of shareholders in 2022
Wim Fahrner studied law and was CEO of Atos for three years. Before
that, he was director/majority shareholder of Quality Equipment Benelux
B.V. for 25 years until the company was taken over by Worldline. At that
time, Quality Equipment was market leader in the Netherlands in
electronic payments for large retailers and SMEs and in the catering,
vending machine and parking sectors. Since 2018, Mr Fahrner has been a
shareholder and director of Q-Vend B.V., which distributes PoS payment
terminals. Since 2016, Mr Fahrner has been a shareholder in Pronos B.V.,
which is working with the Dutch health authorities on providing early
mental health diagnosis based on text mining.
Profession: director/owner of Jolse B.V. and independent strategy adviser
Nadja (N.) van der Veer (1982)
- Dutch nationality
- Appointed as a supervisory director: 21 February 2018
- Term of office: to the annual general meeting of shareholders in 2022
Nadja van der Veer studied law and has over 10 years of experience in the
online payments industry having worked at an international payments
service provider and credit card acquirer. Since 2016 she has been an
independent payments lawyer trading as PaymentCounsel and a
legal/compliance consultant for various parties in the payment chain
including fintechs, PSPs, acquirers, EMIs, processors, solution providers
and e-commerce platforms. In addition to her advisory work, she enjoys
supporting the industry and promoting innovation and acts as a speaker,
ambassador and mentor and visits many industry networking events. She
has been compliance director at Rewire since January 2019, a member of
the Supervisory Board of 2Checkout since September 2019 and a member
of the advisory board of Konsentus since October 2019.
Profession: director/joint owner of PaymentCounsel
Organisational structure
6
Organisational structure
Introduction
Ease2pay’s organisational structure did not change in 2021. The
organisation had seven employees in 2021 (2020: seven).
Ease2pay B.V. is an operating company of Ease2pay N.V and is listed in
the registers of exempt electronic money institutions and exempt
payment service providers at De Nederlandsche Bank N.V. (DNB).
Ease2pay B.V. is exempt in both roles and so is not regulated by DNB. In
addition, Ease2pay B.V. is accredited by Currence as an eMandate Service
Provider (MSP) and certified as a Collecting Payment Service Provider
(CPSP) for iDEAL. In addition to the operating companies, Ease2pay B.V.
and Ease2platform B.V., there is also Stichting Beheer Derdengelden
Ease2pay, which holds the electronic money institution balances of app
users independently of the commercial operations.
Organisation chart
Ease2pay N.V.: holding company
- Intellectual property rights of the brands
Ease2pay B.V.: operating company
- Agreements with customers who use the platform
- Agreements with merchants which use the platform
- CPSP and electronic money institution exemptions from DNB
- iDEAL certificate agreement and MSP accreditation agreement from
Currence
- IT platform
- Apps
- RDW (Netherlands Vehicle Authority) data agreement
Ease2platform B.V.: operating company
- Ease2pay IT platform
Stichting Beheer Derdengelden Ease2pay
- Managing third-party funds
Ease2pay N.V.
Ease2pay B.V.
Stichting Beheer
Derdengelden
Ease2pay
Ease2platform
B.V.
Report of the Management Board
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Report of the Management Board
Strategy
By focusing on m-commerce, we differentiate ourselves from other
payment service providers that facilitate e-commerce payments. E-
commerce is any form of sale of products or services via the internet; m-
commerce is the specialisation focusing on the sale of products or services
via smartphones.
Ease2pay is an m-commerce transaction platform that makes any
smartphone a till and PoS terminal. The app allows users to order, pay
and save in a single action. The transaction platform has industry-specific
interfaces focusing on the transport sector, particularly fuel and parking
where there are synergy gains to be made. The platform is integrated
with our own apps (Ease2pay, On the Go and Sidekick) and third-party
apps such as the Rabo Wallet.
Events in 2021
Private placement in January
On 8 January 2021, Ease2pay N.V. issued 1,310,210 shares with an issue
price of EUR 1.00 each by means of a private placement, representing a
total value of EUR 1.3 million. The private placement was made to
Ease2pay N.V.’s large shareholders: The Internet of Cars v.o.f., Arkelhave
Capital B.V. and Cross Options International XI B.V. The proceeds of the
issue were used to redeem the credit facility and accrued interest
(EUR 678 thousand) and cash of EUR 584 thousand was available after
deduction of the issue costs.
Off-street parking
On 16 August 2021, Ease2pay purchased the parking data services, car
park reservation platform and www.prettigparkeren.nl website from
Monotch B.V. for EUR 670 thousand. The company thus added new
customers to its platform, generating recurring revenue of almost
EUR 200 thousand per year. As part of this acquisition, agreements were
reached with thirteen new partners, with terms ranging from one to more
than three years. The purchase was funded using EUR 138 thousand from
the company’s own funds and EUR 500 thousand from the credit facility
of EUR 650 thousand from the majority shareholder The Internet of Cars
v.o.f. The acquisition of the parking data services and the car park
reservation platform allows Ease2pay to achieve parking innovations at
Dutch municipalities. By combining online payments and reservations for
parking spaces with online payment for electric charging and public
transport tickets, Ease2pay expects to be able to further support the
mobility policies of municipalities.
On-street parking
In November 2021, an on-street parking pilot was started in the Rabo
App. After successfully using our payment solutions for parking and
refuelling in the Rabo Wallet app for three years, Rabobank customers are
able to migrate parking functionality in a few steps to the Rabo App. The
Rabo App is a significantly larger platform with more than 4.5 million
users. It allows Rabobank customers to pay for parking directly from their
current account, using their familiar online banking app.
Announcement of the acquisition of Involtum
On 29 November 2021, Ease2pay entered into an agreement with the
shareholders of Involtum Holding B.V. (‘Involtum’) to acquire the entire
share capital of Involtum. Involtum offers an Internet of Things (‘IoT’)
linking and transaction platform with an integrated invoicing and payment
Report of the Management Board
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system focused specifically on electricity supply and charging
infrastructure and digital payment for self-service in ports, truck parks,
camp sites, marinas and carwashes.
Involtum is based in Rotterdam and operates throughout Europe with its
own brands including Walstroom, NomadPower and AanUit.net. The
business is well positioned to benefit from considerable growth in the
mobile payments market and to create synergies by bringing customers
and technology platforms together. Involtum’s staff are expected to be
fully integrated in the Ease2pay organisation, creating a larger
management team.
The acquisition of Involtum is in line with Ease2pay’s previously
announced growth ambitions and follows a study undertaken earlier this
year into various strategic growth opportunities for the Company.
Through this transaction, Ease2pay expects to benefit from the strong
growth in self-service in various sectors using IoT and mobile payment
solutions. There is more information on this transaction in the ‘Events
after the reporting date’ section of the consolidated financial statements.
Developments during the financial year and results
Ease2pay’s principal financial results in 2021 and its financial position at
31 December 2021 were:
- Ease2pay generated revenue of EUR 354 thousand with the platform
in 2021 (2020: EUR 197 thousand). Revenue rose sharply as a result of
the increased number of parking transactions in combination with the
parking transaction rates and subscriptions introduced in 2020 and
the addition of revenue from the Monotch B.V. parking activities.
- The net loss was EUR 808 thousand (2018: EUR 740 thousand). This
was after employee benefits EUR 197 thousand (2020: EUR 248
thousand) including for in-house software developers (EUR 150
thousand (2020: EUR 209 thousand), directors’ remuneration (EUR 44
thousand; 2020: EUR 44 thousand), remuneration of the Supervisory
Board (EUR 20 thousand; 2020: EUR 30 thousand), advisory and
consultancy expenses (EUR 327 thousand; 2020: EUR 110 thousand),
other operating expenses (EUR 147 thousand; 2020: EUR 142
thousand), finance costs (EUR 10 thousand; 2020: EUR 24 thousand)
and depreciation and amortisation (EUR 211 thousand; 2020: EUR 187
thousand). The advisory and consultancy expenses rose strongly as a
result of legal fees connected with the acquisition of Involtum
Holding. B.V.
- The operating loss before finance costs and depreciation and
amortisation (EBITDA) was EUR 587 thousand (2020: EUR 529
thousand loss).
- No third-party development costs were capitalised in 2021 (2020: nil)
but EUR 671 thousand was capitalised on the acquisition of the
parking data services, car park reservation platform and
www.prettigparkeren.nl website from Monotch B.V. The total
carrying amount of intangible assets was EUR 1,819 thousand at
31 December 2021 (2020: EUR 1,359 thousand). Otherwise, there was
no capital expenditure (2020: nil) on computers and other property,
plant and equipment (balance at 31 December 2021: EUR 2 thousand;
31 December 2020: EUR 2 thousand). At 31 December 2021, current
assets included trade receivables of EUR 8 thousand (2020: EUR 3
thousand), revenue to be invoiced of EUR 7 thousand (2020: EUR 6
thousand), VAT receivable (EUR 0 thousand; 2020: EUR 5 thousand),
other receivables and prepaid expenses of EUR 10 thousand (2020:
Report of the Management Board
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EUR 8 thousand) and EUR 2 thousand in cash and cash equivalents
(2020: nil). On 31 December 2021 Stichting Beheer Derdengelden
Ease2pay held EUR 344 thousand (31 December 2020: EUR 348
thousand) of cash and cash equivalents for customers.
- Current liabilities included third-party funds of EUR 254 thousand
(2020: EUR 199 thousand) entrusted to Stichting Beheer
Derdengelden Ease2pay and EUR 94 thousand (2020: EUR 161
thousand) of liabilities payable to parties for which Ease2pay acts as a
payment service provider.
- Equity reduced because of the net loss of EUR 808 thousand in 2021
but increased on balance at 31 December 2021 to EUR 924 thousand
because of a share issue (equity at 31 December 2020: EUR 461
thousand).
Continuity of the business
The Extraordinary Meeting of Shareholders held on 19 January 2022
approved the issue of 2,108,344 new unlisted shares for EUR 6,375
thousand. This amount was received on 21 January 2022 thus providing
for the continuity of the business and sufficient resources to accelerate
the growth of company.
Renumeration of Management Board
For the remuneration of the board is referred to the separate
remuneration report of the Group. See also note 22 of the consolidated
financial statements.
Capital management
Rating agencies
Ease2pay N.V. does not have a rating from rating agencies.
Capital and cash flows
The capital and money markets are accessed by Ease2pay N.V. Ease2pay
B.V. is financed by the holding company by means of an intercompany
facility.
Risk profile
General
The Management Board is responsible for the proper functioning of the
risk management and internal control systems. Ease2pay worked on
further developing the internal risk management organisation in 2021.
Ease2pay is aware that risk management and internal control systems
cannot provide absolute certainty that the commercial objectives can be
achieved nor can they entirely prevent material misstatements, losses,
fraud or breaches of the law and regulations. Taking into account the
inherent limitations and possible improvements in respect of the nature
and size of the Ease2pay referred to in this Annual Report (see the notes
on the Corporate Governance Code), the Management Board declares
that:
- the Annual Report provides sufficient information on any
shortcomings in the operation of the risk management and internal
control systems;
- the internal risk management and control systems provide a
reasonable level of assurance that the financial reporting does not
contain material misstatements;
- preparing the financial reporting on a going-concern basis is justified
given the current situation;
Report of the Management Board
10
- the annual report states the material risks and uncertainties that are
relevant to expectations on the continuity of the company for a
period of twelve months from the preparation of the report.
Risk management and control
Ease2pay has implemented internal risk management and control systems
to manage the risks effectively and efficiently. This is to provide
reasonable assurance that objectives can be met. Policies, procedures and
culture ensure that employees understand their role in our risk and
control systems. Fraud risk prevention starts with the identification of
potential internal and external fraud risk scenarios.
Relevant mitigating controls mapped to internal fraud risk scenarios vary
in origin. There are governance measures, such as oversight by the
Management Board and the external audit. Ease2pay also applies
measures aimed at people, conduct and culture, such as employee
background screening and a whistle-blower policy. Furthermore a range
of detective controls at process level are present, such as system
monitoring, reconciliation and auditing. Whenever fraud is suspected or
reported, an internal investigation is conducted and corrective actions are
taken.
Ease2pay by ways of its management assessed that the relevant controls
and mitigating measures in place sufficiently mitigate the identified fraud
risk scenarios.
Strategy-related risks
Like every business, Ease2pay is exposed to the commercial, technical and
financial risks inherent in doing business. In addition to such general risks,
Ease2pay faces the following specific risks:
- Significant customers are the petrol or gas stations that use the
Ease2pay app to allow the other category of customer, Ease2pay app
users, to buy fuel. There is a risk of a longer lead time for Ease2pay’s
selling process since the petrol or gas stations often have to make an
initial investment in software. This is because the Ease2pay app
handles payment transactions between petrol or gas stations and
motorists who come to refuel and the petrol or gas station software
often has to be modified before this can be implemented. Petrol or
gas stations regard this modification as a hurdle to entering into an
agreement with Ease2pay; we regard these hurdles as a major
strategy-related risk.
- Ease2pay has a growth strategy which is linked to expenditure to
develop additional payment functionality which has not yet been
capitalised as it is not currently certain whether these new activities
can be profitable in future. We regard this as a large but manageable
strategy-related risk.
- There is a risk that Ease2pay may be damaged because it is dependant
on external and public software systems. Unforeseen interruptions to
external and public software systems, for example a breakdown in the
iDEAL payment system or the GSM network, could adversely affect
operations and damage Ease2pay. In other words, in such
circumstances, services could be delayed or interrupted and critical
assets such as systems and data could be lost. We regard this as a
small risk inherent in operations.
- If new financial guidelines for electronic money institutions, Collecting
Payment Service Providers or eMandate Service Providers are
introduced, Ease2pay N.V. will incur costs to comply with the new
Report of the Management Board
11
requirements and face other unforeseen consequences that may arise
from this. We regard this as a small risk.
- Operational risk consists of unforeseen interruptions to operations
that damage Ease2pay. In such circumstances, services could be
delayed or interrupted and critical assets such as systems and data
could be lost. We regard this as a small risk.
- Information and cyber risk consist of theft, alteration or destruction of
information and any subsequent inability to ensure the continuity of
services or protect confidential, critical or sensitive information. This
risk may also mean services could be delayed or interrupted and
critical assets such as systems and data could be lost. We regard this
as a small risk with a large impact.
- Credit risk was limited at 31 December 2021 because of the nature of
operations: Ease2pay, a payment service provider, has few if any
debtors since payments are made from balances on the accounts held
by Stichting Beheer Derdengelden Ease2pay.
- Price risk for the Company is modest. Contracts are usually entered
into with customers annually, setting prices for the full year.
- There is a risk that Ease2pay’s assets, in particular the IT platform,
may have to be written down in value as new technologies or new
competitors arise. The value of Ease2pay’s IT platform could fall as a
result of a write-down and this would affect Ease2pay’s financial
results and its share price. We regard this as a small risk.
- Interest-rate risk is a risk that banks will charge a negative interest
rate on amounts held temporarily on the account of the Stichting
Beheer Derdengelden Ease2pay. This risk increases due to the
proceeds received from the private placement in January 2022.
Liquidity risk
Liquidity risk consists of a possible shortfall of cash resources to meet all
current and expected obligations, due partly to the timing risk that
expected receipts are received later than foreseen. The Management
Board focuses on minimising costs and expenditures and making them
flexible. The Management Board’s salaries and the accommodation
expenses are low. Ease2pay’s policy is to have sufficient cash and cash
equivalents available at all times to maintain the business for at least one
year.
Listing risk
Ease2pay is listed on the NYSE Euronext Amsterdam exchange and has to
meet the applicable laws and regulations. Any changes in the regulations
could lead to additional costs or other unforeseen consequences.
Legal risk
There are currently no ongoing legal proceedings or outstanding general
or liability claims.
Long-term value creation
Growth is a requirement for innovative payment solutions such as those
offered by Ease2pay. The large scale necessary for payment solutions to
survive can only be achieved over the longer term. Consequently, there
can be no value creation in the short term and so long-term value
creation is the only appropriate focus for Ease2pay’s management. In
order to create value, we are innovating to make payments in the existing
ordering and payment processes for transport, such as for refuelling and
parking, a simple in-app process. Value can only be created if the financial
Report of the Management Board
12
and non-financial performance of an innovation is better than the
performance of existing solutions, in which case the innovation will
become the new ordering and payment solution for a substantial
proportion of the public. This is in the interests of customers, partners
with which we launch these innovations to their customers, and our staff,
as it provides assurance for their livelihoods.
Culture
Ease2pay’s open, enterprising and innovative culture is stakeholder-
centric. The values of being open, enterprising and innovative are
emphasised by management in recruitment and selection, regular
appraisals and day-to-day practice. Innovation is the key to long-term
value creation and to us it means dialogue with customers, staff, NGOs
and government authorities. If existing solutions fall short, we develop
new ones that are appropriate in the social context set by relevant NGOs
and government authorities. Those new innovations are then tested by
our very critical staff and customers. This open process, with scope for
trial and error, creates our innovative services. In this way customers,
staff, NGOs and government authorities help guide the innovation, partly
by setting the framework within which we can innovate.
Diversity
In its pursuit of greater diversity, in 2021 the Company moved its offices
to the campus of Erasmus University Rotterdam. As a result, the
proportion of students in the workforce more than doubled; almost 60%
of the employees at 31 December 2021 were students. This led to greater
diversity in gender and age during the year.
ESG
Ease2pay aims for corporate social responsibility in its operations. The
Management Board applies the values of corporate social responsibility
pragmatically in its day-to-day activities. As in previous years, along with
customers, suppliers, business partners and shareholders it is looking for
innovative solutions to reduce the adverse effects of operations on the
environment and to reinforce positive effects. Ease2pay’s digitalisation
strategy includes a social objective. Ease2pay is a transaction platform for
payments and creating loyalty in which every smartphone can be a PoS
terminal. The app allows users to order, pay and save in a single action
without having to use external tills or PoS terminals. This means that
fewer PoS terminals and associated paper receipts are needed and that
more use will be made of customers’ smartphones which are already
available, and receipts will be available digitally.
With the acquisition of the Involtum charging platform, Ease2pay can
facilitate the energy transition for individual, recreational and freight
transport. This dedication reflects in our efforts to develop innovative
solutions which facilitate the energy transition. Our book-park-charg-and-
pay-platform contribute to the digital processes and connects business
processes between merchants and users. Through our solutions, Ease2pay
improves to the sustainability profile of all stakeholders. Beside our
contribution to the energy transition, we deem the risk related to climate
change as limited for Ease2pay.
Corporate Governance Code
The Management Board uses the Dutch Corporate Governance Code as
the basis for corporate governance in the business and offering optimum
transparency. The Van Manen Committee issued a Revised Code in
December 2016 that took effect from the financial year 2017 (see
https://www.mccg.nl/english).
Report of the Management Board
13
The following documents are available in Dutch on Ease2pay’s corporate
website (https://investor.ease2pay.eu/):
- the articles of association of Ease2pay N.V.;
- the Management Board regulations;
- the Supervisory Board regulations, including the profile for the size
and composition of the Supervisory Board;
- the code of conduct and whistle-blower’s regulations;
- the insider trading regulations;
- the minutes of shareholders’ meetings;
- the policy on bilateral contacts.
There are no conflicts of interest between either Ease2pay’s Management
Board or Supervisory Board and the Company, although it should be
noted that members of the Management Board own shares in Ease2pay
N.V. as stated in note 22 ‘Related party transactions’ to the financial
statements.
During 2021, Ease2pay departed from a limited number of points in the
Dutch Corporate Governance Code. The main departures (the numbering
refers to the elements of the Code) are explained below:
1.1.1 The management board should identify and analyse the risks
associated with the strategy and activities of the company and its
affiliated enterprise. It is responsible for establishing the risk appetite, and
also the measures that are put in place in order to counter the risks being
taken.
Substantive explanation of the departure
Ease2pay does not apply this provision sufficiently and for competitive
reasons does not yet report any strategy-related operational or financial
targets in the Annual Report. Ease2pay intends to apply this provision in
full as soon as possible.
1.3.1 The management board both appoints and dismisses the senior
internal auditor. Both the appointment and the dismissal of the senior
internal auditor should be submitted to the supervisory board for
approval, along with the recommendation issued by the audit committee.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.2 The management board should assess the way in which the
internal audit function fulfils its responsibility annually, taking into
account the audit committee’s opinion.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size and to apply an annual
assessment.
1.3.3 The internal audit function should draw up an audit plan,
involving the management board, the audit committee and the external
auditor in this process. The audit plan should be submitted to the
management board, and then to the supervisory board, for approval. In
this internal audit plan, attention should be paid to the interaction with
the external auditor.
Report of the Management Board
14
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.4.i The internal audit function should have sufficient resources to
execute the internal audit plan and have access to information that is
important for the performance of its work. The internal audit function
should have direct access to the audit committee and the external
auditor.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.4.ii Records should be kept of how the audit committee is informed
by the internal audit function.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.5.0 The internal audit function should report its audit results to the
management board and the essence of its audit results to the audit
committee and should inform the external auditor.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.5.i The research findings of the internal audit function should, at
least, include […] any flaws in the effectiveness of the internal risk
management and control systems;
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.5.ii The research findings of the internal audit function should, at
least, include […] any findings and observations with a material impact on
the risk profile of the company and its affiliated enterprise.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.3.5.iii The research findings of the internal audit function should, at
least, include […] any failings in the follow-up of recommendations made
by the internal audit function.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
Report of the Management Board
15
1.5.1.i Among other things, the supervisory board focuses on monitoring
the management board with regard to relations with, and compliance
with recommendations and following up of comments by, the internal
and external auditors.
Substantive explanation of the departure
In line with its limited size, Ease2pay has not appointed an internal
auditor. Ease2pay intends to appoint an internal auditor when
appropriate based on an increase in its size.
1.5.2.i The chief financial officer, the internal auditor and the external
auditor should attend the audit committee meetings, unless the audit
committee determines otherwise. The audit committee should decide
whether and, if so, when the chairman of the management board should
attend its meetings.
Substantive explanation of the departure
In line with the size of the Supervisory Board, Ease2pay does not have a
separate audit committee. The supervisory board does, however, apply
this recommendation. In line with its limited size, Ease2pay has not
appointed an internal auditor. Ease2pay intends to appoint an internal
auditor when appropriate based on an increase in its size.
Staff
In addition to its own team of two developers, Ease2pay engaged a team
of between two and eight students working part-time in 2021. Following
the acquisition of the Monotch B.V. activities on 16 August 2021, the
Ease2pay team was reinforced by two part-time employees from
Monotch B.V. The Management Board would like to thank the entire
team for their efforts in 2021.
All the members of the Management Board and half of the members of
the Supervisory Board are male. Membership of the Management Board
is not balanced. This imbalance is not a deliberate decision by Ease2pay
but a consequence of appointing the most suitable person to an available
position. If a vacancy occurs for a board position and there is a choice
between a man and a woman of equal quality and suitability, a woman
will have preference.
Research and development
The development of a transaction platform for payments and creating
loyalty is a gradual research and development process which is guided by
feedback collated from groups of users. These activities continued in
2021. Although there was no investment in the Ease2pay platform, a total
of EUR 150 thousand (2020: EUR 209 thousand) was invested in
developing in-house software. This expenditure was for the development
of the payment services for multi-story car parks and purchasing rights for
travel on public transport. Although this expenditure was considerable, it
has not been capitalised as it covers both maintenance and the necessary
development of the platform.
Events after the reporting date
The extraordinary General Meeting of Shareholders on 19 January 2022
resolved on the following:
Acquisition of Involtum
The acquisition of the entire share capital of Involtum in exchange for an
issue of 10,714,792 new unlisted shares in Ease2pay N.V.
Loan conversions ahead of the acquisition of Involtum
In connection with the acquisition of Involtum, Ease2pay and its majority
shareholder The Internet of Cars v.o.f. (‘The Internet of Cars’) converted
Report of the Management Board
16
the shareholder’s loan from The Internet of Cars plus accrued interest into
new unlisted Ease2pay shares for a total sum of EUR 509 thousand.
Subscription for 2,108,344 new unlisted shares
In order to have additional growth capital available, Ease2pay N.V. issued
2,108,344 new unlisted shares to certain large shareholders in Ease2pay
and certain large shareholders in Involtum, for a total sum of EUR 6,375
thousand.
The issue price was EUR 3.02. This price was set by Ease2pay’s pricing
committee and was based on the volume-weighted average price of the
ordinary listed shares in the capital of Ease2pay N.V. on Euronext
Amsterdam in the 90 days preceding the announcement of the acquisition
of Involtum on 29 November 2021. The same issue price applied to new
unlisted shares issued in connection with the conversion of the existing
shareholder’s loan from The Internet of Cars on 19 January 2022.
Conversion of unlisted shares into listed ordinary shares
The Company will apply for the new unlisted shares issued for the
acquisition of Involtum and the Private Placement to be listed and traded
on Euronext Amsterdam after the publication of an approved prospectus.
This is expected to be in 2022. Consequently, the new unlisted shares will
be converted so that they are admitted along with the listed ordinary
shares to listing and trading on Euronext Amsterdam.
Statement pursuant to Section 5:25c of the Financial Supervision Act
(Wet op het financieel toezicht)
The Management Board states that to the best of its knowledge:
- the 2021 financial statements give a true and fair view of the assets,
liabilities, financial position at 31 December 2021 and the loss for the
financial year 2021 of Ease2pay N.V. and the subsidiaries included in
the consolidation;
- the 2021 Annual Report gives a true and fair view of the situation as
at 31 December 2021 and developments at Ease2pay N.V. and the
subsidiaries included in the consolidation during the 2021 financial
year, and that the 2021 Annual Report describes the material risks
that Ease2pay N.V. faces.
Rotterdam, 28 April 2022
The Management Board
Jan H. L. Borghuis
Maarten L. Hektor
Gijs J. van Lookeren Campagne
Edwin M. Noomen
Report of the Supervisory Board
17
Report of the Supervisory Board
The Supervisory Board supervises the policies carried out by the
Management Board of Ease2pay, the achievement of the strategic
objectives and the general affairs of the company and its affiliated
enterprise and legal entities associated with Ease2pay. The Supervisory
Board also offers advice to the Management Board, at the request of the
Management Board or on its own initiative. The Supervisory Board’s
regulations set out the board’s duties and authorities.
A total of six meetings were held in 2021. In addition to certain regular
meetings, these were mainly video and conference calls because of the
Covid-19 pandemic. The Supervisory Board as a whole and individual
supervisory directors had contact jointly or individually with all members
of the Management Board. The adviser to the Supervisory Board, Jean-
Paul Mannie, also attended most of the meetings.
Subjects addressed by the Supervisory Board during 2021 included:
- developments in the fuel and parking payments market;
- the business’s strategy and risks;
- the risk management and internal control systems;
- liquidity and financing of the company;
- alliances, mergers and acquisitions;
- governance of the organisation;
- the remuneration policy; and
- relevant legislation and regulation.
Looking back, the Supervisory Board regards 2021 a year in which
Ease2pay sharpened its strategic objectives with the acquisition of the
parking activities of Monotch B.V. in August and the acquisition of
Involtum. Ease2pay is well positioned to be the leading mobile payment
platform for self-service transport services. Ease2pay can facilitate the
coming energy transition by making book-park-charge-pay a simple action
in apps.
Composition, appointments and functioning of the Supervisory Board
The members of the Supervisory Board are appointed by the General
Meeting of Shareholders. The Supervisory Board aims for the right
combination of knowledge and experience among its members in respect
of the company’s operations. The functions of the audit committee,
remuneration committee and appointment and remuneration committee
are performed by the board as a whole.
Meetings of the Supervisory Board are attended by the Management
Board. The Supervisory Board underlines the importance of timely
information from the Management Board so that it can perform its
supervisory duties properly. The members were sufficiently present and
available to perform their duties on the Supervisory Board satisfactorily.
The report of the Supervisory Board sets out how the evaluation of the
Management Board and its individual members was carried out.
The members the Supervisory Board at the end of 2021 were (see also
‘Membership of the Management Board and the Supervisory Board’):
Wim (W.C.H.) Fahrner
Nadja (N.) van der Veer
Functioning
The members of the Supervisory Board ensure their permanent
education. Members take part individually in events in order to keep their
know-how up -to-date.
Report of the Supervisory Board
18
Self-assessment
The Supervisory Board evaluated its own functioning in 2021 by means of
questionnaires and joint discussion of the results. The conclusions were
discussed with the Management Board and changes for 2022 were
agreed.
No conflicts of interest
No transactions of material importance to Ease2pay and/or the persons
or legal entities concerned involving conflicts of interest of management
directors, supervisory directors, shareholders and/or the external auditor
took place in 2021.
Remuneration of Supervisory Board
The remuneration of the Chair and members of the Supervisory Board is
set by the General Meeting of Shareholders. The Extraordinary Meeting of
Shareholders on 21 February 2018 resolved to set the remuneration of
members of Supervisory Board at EUR 10 thousand per year. No
additional remuneration is paid.
Remuneration of Management Board
- Pursuant to the resolution of the General Meeting of Shareholders of
the Company held on 21 December 2016, the remuneration for
Mr J.H.L. Borghuis and Mr G.J. van Lookeren Campagne, each in his
capacity as member of the Management Board, is set per person at a
fixed sum of EUR 22 thousand gross per year;
- Mr J.H.L. Borghuis and Mr G.J. van Lookeren Campagne do not receive
a fixed expense allowance.
In this context, the Company has now entered into contracts of
engagement with the holding companies of Mr J.H.L. Borghuis (Morgen
Beheer B.V.) and Mr G.J. van Lookeren Campagne (Loca Holding B.V.), the
two partners of The Internet of Cars v.o.f., the majority shareholder of the
Company. The Company pays the remuneration to the respective holding
companies quarterly.
Corporate Governance
The Supervisory Board uses the Dutch Corporate Governance Code as the
basis for its supervision of the policies carried out by the Management
Board and the general affairs of Ease2pay. The principles of the Code are
discussed by the Management Board and the Supervisory Board and
complied with as far as possible. The exceptions have been explained by
the Management Board in the Directors’ report.
The functions of the audit committee, remuneration committee and
appointment and remuneration committee are performed by the board
as a whole.
In line with its limited size, Ease2pay did not appoint an internal auditor in
2021. The Supervisory Board has established that, partly in view of the
additional internal controls to avoid conflicts of interest and the
established scope of the external auditor, there was an effective audit
process and there is no need to establish an internal audit department for
2022.
The Supervisory Board has ensured that communications were
transparent and clear and conflicts of interest were avoided before and
during the financing of Ease2pay in 2021.
Pursuant to the best practice provisions of the Dutch Corporate
Governance Code, all supervisory directors of Ease2pay are independent
in the opinion of the Board. No share options or rights to shares
Report of the Supervisory Board
19
(‘Performance Shares’) have been granted to the members of the
Supervisory Board.
Financial statements 2021
We have pleasure in presenting the financial statements for the financial
year 2021 prepared by Management Board and audited by
PricewaterhouseCoopers Accountants N.V., which has issued an
unqualified audit report on them. The financial statements were
discussed by the Supervisory Board at a meeting with the external auditor
and the Management Board on 28 April 2022. The Supervisory Board has
approved the 2021 financial statements and recommends that the Annual
General Meeting of Shareholders to be held on 30 June 2022:
- adopts the 2021 financial statements;
- endorses the actions of the Management Board for the policy it
implemented in the year 2021;
- endorses the actions of the Supervisory Board for its supervision
for the year 2021.
The Supervisory Board greatly appreciates the efforts of the Management
Board, staff, and others involved with the company.
Rotterdam, 28 April 2022
The Supervisory Board
Wim C.H. Fahrner
Nadja van der Veer
Consolidated financial statements 2021
20
Financial statements 2021
Consolidated financial statements 2021
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December
EUR thousands Note 2021 2020
Revenue
5 354 197
Cost incurred from financial institutions and other costs
6 -270 -226
Employee benefits
7 -197 -248
Other operating expenses
8 -474 -252
Depreciation and amortisation
11, 12 -211 -187
Operating loss
-798 -716
Finance expenses
9-10 -24
Loss before income tax
-808 -740
Income tax expense / income(-)
10.2 0 0
Loss for the year attributable to shareholders
-808 -740
Other comprehensive income
Items that will not reclassified subsequently to profit or loss
Items that will be reclassified subsequently to profit or loss
Other comprehensive income / loss(-) for the period
Total comprehensive income / loss(-) attributable to shareholders
-808 -740
Loss per share (expressed in EUR per share)
16.2
Basic loss(-) per share
-0.08 -0.08
Diluted loss(-) per share
-0.08 -0.08
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements 2021
21
Consolidated statement of financial position
as at 31 December
EUR thousands Note 2021 2020
Assets
Non-current assets
Intangible assets
11 1,819 1,359
Property, plant and equipment
12 2 2
Deferred tax assets
10 0 0
Total non-current assets
Current assets
Trade and other receivables
13 25 22
Amounts trusted to Stichting Beheer Derdengelden Ease2pay
14 344 348
Cash and cash equivalents
15 2 0
Total current assets
Total assets
Equity and liabilities
Equity
16
Share capital
Share premium
Accumulated deficits
-4,364 -3,556
Total equity
Current liabilities
Borrowings
17 509 677
Liabilities to Stichting Beheer Derdengelden Ease2pay
18 348 360
Trade and other liabilities
19 411 233
Total current liabilities
Total equity and liabilities
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements 2021
22
Consolidated statement of cash flows
for the year ended 31 December
EUR thousands Note 2021 2020
Loss before income tax
-808 -740
A
djustments for
Depreciation and amortisation
11, 12 211 187
Interest expenses recognised in profit or loss
910 24
Divestments of property, plant and equipment
12 0 1
Changes in working capital
Trade and other receivables
13 -3 13
Amounts trusted to Stichting Beheer Derdengelden Ease2pay
14 4 -36
Liabilities to Stichting Beheer Derdengelden Ease2pay
18 -12 43
Trade and other liabilities
19 178 136
Net cash generated by / used in(-) operations
-420 -372
Interest paid
-28 0
Income taxes paid
Net cash generated by / used in(-) operating activities
-448 -372
Cash flows from investing activities
Acquisition of business combination
4 -671 0
Net cash flows from / used in(-) investing activities
-671 0
Cash flows from financing activities
Proceeds from issue of ordinary shares
16.1 1,271 0
Proceeds from borrowings
17 500 372
Repayments of borrowings
17 -650 0
Net cash flows from / used in(-) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents as at 1 January
15 0 0
Cash and cash equivalents as at 31 December
15 2 0
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements 2021
23
Consolidated statement of changes in equity
for the year ended 31 December
EUR thousands Note Share capital Share premium Accumulated deficits Total
Balance as at 1 January 2021
Loss for the year
Other comprehensive income
Total comprehensive income
-808
Transactions with shareholders
Issuance of shares
16.1 131 1,140 0 1,271
Total transactions with shareholders
Balance as at 31 December 2021
Balance as at 1 January 2020
Loss for the year
Other comprehensive income
Total comprehensive income
Balance as at 31 December 2020
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements 2021
24
Notes to the consolidated financial statements
1 General
offers a free parking and fueling mobile app resulting in lower transaction
fees for users. The transaction platform of Ease2pay N.V. transforms
every smartphone in a payment terminal.
Ease2pay N.V. (hereafter referred to as the “Company” and together with
the entities its controls the “Group”) is located at Burgermeester Oudlaan
Commercial Register under number 16081306. The Company’s shares are
listed on Euronext Amsterdam (ticker symbol: EAS2P).
The Group provides services via its payment transaction platform, which
offers users services to order and pay in one action and parking solutions.
The Group will expand its activities, see note 23 Events after balance
sheet date.
Ease2pay B.V. is an operating company of Ease2pay N.V and is listed in
the registers of exempt electronic money institutions and exempt
payment service providers at De Nederlandsche Bank N.V. (DNB).
Ease2pay B.V. is exempt in both roles and so is not regulated by DNB. In
addition, Ease2pay B.V. is accredited by Currence as an eMandate Service
Provider (MSP) and certified as a Collecting Payment Service Provider
(CPSP) for iDEAL.
These financial statements were authorised for issue by the Management
Board and the Supervisory Board on 28 April 2022. The adoption of these
financial statements is reserved for the shareholders in the Annual
General Meeting (AGM) scheduled for 30 June 2022.
2 Basis of preparation and general accounting policies
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance
with the International Financial Reporting Standards as adopted by the
European Union (IFRS-EU) and in accordance with the financial reporting
requirements included in Part 9 of Book 2 of the Dutch Civil Code.
2.2 Basis of preparation
The consolidated financial statements have been prepared on the
historical cost basis unless stated otherwise. Income and expenses are
accounted for on an accrual basis. The Group applied its going concern
accounting policies in the consolidated financial statements consistently,
to all periods presented, except if mentioned otherwise (see also note
3.1).
Changes in accounting policies
“Interest Rate Benchmark Reform Phase 2” - amendments to IFRS 9
“Financial Instruments”, IAS 39 “Financial Instruments: Recognition and
Measurement”, IFRS 7 “Financial Instruments: Disclosures”, IFRS 4
“Insurance Contracts” and IFRS 16 “Leases”. These amendments are
effective for reporting periods beginning on or after 1 January 2021.
These amendments provide practical expedients for interest rate
benchmark reforms. The Group has no interest-bearing borrowings that
are based on interest rate benchmarks, these amendments are not
applicable for the Group.
Consolidated financial statements 2021
25
2.3 Basis of consolidation
The consolidated financial statements include the accounts of the
Company and the entities it controls.
Control
The Group controls an entity when it has (i) power over the entity, (ii) is
exposed to, or has rights to, variable returns from its involvement with
the entity and (iii) has the ability to use its power to affect its returns. The
Group reassesses whether it controls an entity if facts and circumstances
indicate that there are changes to one or more of the elements of control
listed before. All relevant facts and circumstances are considered in
assessing whether the Groups voting and share rights in an entity are
sufficient to give it power. Consolidation of a subsidiary begins when
control over the entity is obtained and ceases when control over the
entity is lost. See note 3.1 for details of the consolidation of Stichting
Beheer Derdengelden Ease2pay.
2.4 Functional and presentation currency
These financial statements are presented in Euros (“EUR”), the
presentation currency of the Group and the functional currency of
Ease2pay N.V. All amounts in these financial statements are stated in
thousands of Euros (“EUR”), unless stated otherwise.
In preparing the financial statements, transactions in currencies other
than the functional currency (foreign currencies) are recognised at the
rates of exchange prevailing at the dates of the transactions. At the end of
each reporting period, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing
at that date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated. Exchange differences on
monetary items are recognised in profit or loss in the period in which they
arise.
2.5 Current and non-current classification
The Group presents assets and liabilities in the consolidated statement of
financial position based on current or non-current classification. An asset
is current when it is expected to be realised or intended to be sold or
consumed in the normal operating cycle, held primarily for the purpose of
trading, expected to be realised within twelve months after the reporting
period, or cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least twelve months after the reporting
period. All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal
operating cycle, it is held primarily for the purpose of trading, it is due to
be settled within twelve months after the reporting period, or there is no
unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period.
The Group classifies all other liabilities as non-current. Deferred tax assets
and liabilities are classified as non-current assets and liabilities.
2.6 Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its
intangible assets and property, plant and equipment, to determine
whether there is any indication for impairment. If an indication for
impairment exists, then the recoverable amount of the asset is estimated.
An impairment charge is recognised when the carrying amount of an asset
or the cash generating unit to which it belongs exceeds its recoverable
Consolidated financial statements 2021
26
amount. Impairment charges are recognised in the consolidated
statement of profit or loss as part of depreciation and amortisation.
2.7 Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group
becomes a party to contractual provisions of a financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows expire, or when the financial asset and substantially all the risks and
rewards are transferred. Regular way purchases and sales of financial
assets are recognised on trade date, being the date on which the group
commits to purchase or sell the asset. A financial liability is derecognised
when it is extinguished, discharged, cancelled, or expires.
Classification
For a financial asset to be classified and measured at amortised cost, it
needs to (i) give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding and (ii) be held within a
business model with the objective to hold financial assets in order to
collect contractual cash flows. This assessment depends on the
characteristics of the financial asset and the Group’s business model to
manage these assets. Financial assets with cash flows that are not solely
payments of principal and interest are classified and measured at fair
value through profit or loss, irrespective of the business model. Financial
assets of the Group, like trade and other receivables, cash and cash
equivalents, are classified as financial assets measured at amortised cost.
Financial liabilities, like borrowings and trade and other payables, are
classified as financial liabilities measured at amortised cost.
Measurement
Financial assets
Except for trade receivables, the Group initially measures financial assets
at their fair value plus transaction costs. The Group measures its trade
receivables at initial recognition on the transaction price of the revenue
recognised. A trade receivable is recognised if the amount of the services
provided to the customer is unconditional and the receivable relates only
to the passage of time. After initial recognition, financial assets are
measured at amortised cost using the effective interest method, less
allowance for expected credit losses.
Impairment of financial assets
A credit loss allowance is recognised for the impairment of financial
assets. The credit loss allowance is based on the future expected credit
exposures for the financial assets. The Group has only financial assets
with a short lifetime, like trade and other receivables. The credit loss
allowance may be determined for the lifetime expected credit loss for
receivables with a short lifetime (simplified approach).
Applying the simplified method, the Group uses the historical experience
of its activities, external indicators and forward-looking information to
calculate the expected credit losses using a provision matrix. The
expected credit losses on trade receivables and amount to be invoiced are
estimated using a provision matrix by reference to historical credit loss
experience based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of
money where appropriate.
Consolidated financial statements 2021
27
A loss is recognised within other operating expenses. When a trade
receivable becomes uncollectible, it is written off against the allowance
account for doubtful debts. Subsequent recoveries of amounts previously
written off are credited against other operating expenses.
The Group writes off a financial asset when there is information indicating
that the debtor is in severe financial difficulty and there is no realistic
prospect of recovering the contractual cash flows. Financial assets written
off may still be subject to enforcement activities under the debt’s
recovery procedures. Any recoveries made are recognised in profit or loss.
Financial liabilities
Financial liabilities measured at amortised cost are initially measured at
their fair value minus transaction costs, if any. After initial measurement,
financial liabilities are measured at amortised cost using the effective
interest method.
Fair value
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants
at the measurement date.
Financial assets and financial liabilities measured at fair value in the
balance sheet are grouped into three levels of the fair value hierarchy.
The three levels are defined based on the observability of significant
inputs to the measurement, 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 or indirectly; or
- Level 3: unobservable inputs for the asset or liability.
The fair values of borrowings are determined by using a discounted cash
flow method using a discount rate that reflects the borrowing rate as at
the end of the reporting period.
2.8 Principles underlying the consolidated statement of cash flows
General
The consolidated statement of cash flows distinguishes between
operating, investing and financing activities.
Cash flows from or used in operating activities
Cash flows from or used in operating activities are calculated by the
indirect method, by adjusting the consolidated profit or loss before tax for
the effects of transactions of a non-cash nature, any deferrals or accruals
of past or future operating cash receipts or payments and items of income
or expense associated with investing or financing cash flows.
Cash flows from or used in investing activities
Cash flows from or used in investing activities are cash payments and/or
receipts from capital expenditure and acquisitions.
Cash flows from or used in financing activities
The cash flows from or used in financing activities comprise the cash
receipts and payments from issue of shares, borrowings drawn or repaid.
2.9 New and/or amended IFRS standards and/or interpretations
issued but not yet effective
The standards and interpretations that are issued, but not yet effective,
up to the date of issuance of the Group’s financial statements are
disclosed hereafter. The Group intends to adopt these standards, if
applicable, when they become effective.
Consolidated financial statements 2021
28
IFRS standards and interpretations endorsed by the European Union
- Annual Improvements to IFRS Standards 2018 – 2020 contain the
following amendments to IFRS that are effective for annual reporting
periods beginning on or after 1 January 2022:
Subsidiary as a first-time adopter in IFRS 1 “First-time Adoption of
International Financial Reporting Standards”, these amendments
permit a subsidiary (or an associate or joint venture) to measure
its cumulative translation differences using the amounts reported
by the parent, based on the parent’s date of transition to IFRS.
The amendment is not applicable to the Group.
IFRS 9 “Financial Instruments” – Fees in the ’10 per cent’ test for
derecognition of financial liabilities. The amendment clarifies the
fees that an entity includes when assessing whether the terms of
a new or modified financial liability are substantially different
from the terms of the original financial liability. The amendment is
not applicable for the Group.
Illustrative Examples accompanying IFRS 16 “Leases” – The
amendment enhances the illustrative examples of IFRS 16 by
removing potential confusion regarding the treatment of lease
incentives. These amendments are not relevant for the Group.
IAS 41 “Agriculture”, this standard is not applicable for the Group.
- Amendments to IFRS 3 “Business Combinations” - Reference to the
Conceptual Framework. The amendments are effective for annual
reporting periods beginning on or after 1 January 2022 and are
applied prospectively. A reference is replaced to the Framework for
the Preparation and Presentation of Financial Statements, issued in
1989, with a reference to the Conceptual Framework for Financial
Reporting issued in March 2018 without significantly changing its
requirements. Also, an exception to the recognition principle of IFRS 3
to avoid the issue of potential ‘day 2’ gains or losses arising for
liabilities and contingent liabilities that would be within the scope of
IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” or
IFRIC 21 “Levies”, if incurred separately. Furthermore, clarifications
are made to existing guidance in IFRS 3 for contingent assets that
would not be affected by replacing the reference to the Framework
for the Preparation and Presentation of Financial Statements. The
amendments are not expected to have a material impact on the
Group.
- “Property, Plant and Equipment: Proceeds before Intended Use –
Amendments to IAS 16”. The amendments are effective for annual
reporting periods beginning on or after 1 January 2022 and must be
applied retrospectively. These amendments require that during the
period asset is brought to the location and/or in the condition
necessary for it to be capable of operating in the manner intended by
management, proceeds from sales are recognised in the profit or loss.
These amendments are not applicable for the Group.
- “Onerous Contracts – Costs of Fulfilling a Contract – Amendments to
IAS 37 Provisions, Contingent Liabilities and Contingent Assets”. The
amendments are effective for annual reporting periods beginning on
or after 1 January 2022 and will be applied to contracts for which not,
yet all obligations are fulfilled. These amendments specify which costs
need to be included when assessing whether a contract is onerous or
loss-making. The amendments are not expected to have a material
impact on the Group.
- IFRS 16 “Leases”, “COVID-19-Related Rent Concessions beyond 30
June 2021”, is applicable from 30 June 2021 with retrospective
application if Amendments to IFRS 16 “Leases” COVID 19 - Related
Rent Concessions, these amendments are effective on or after 1 April
2020 is applied. The Group has only short-term leases, this relief is not
applicable.
Consolidated financial statements 2021
29
- Insurance activities are not applicable for the Group and therefore
“Amendments to IFRS 4 Insurance Contracts” - deferral of IFRS 9
“Financial Instruments” and IFRS 17 “Insurance contracts” are not
applicable (also “Amendments to IFRS 17 Insurance contracts: Initial
Application of IFRS 17 and IFRS 9 – Comparative Information” not yet
endorsed by the EU).
IFRS standards and interpretations not yet endorsed by the European
Union
The changes in standards mentioned below are not yet endorsed by the
European Union, the effective dates mentioned are determined by the
International Accounting Standard Board (IASB).
- Amendments to IAS 1 “Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current”. These
amendments are effective for annual reporting periods beginning on
or after 1 January 2023 and must be applied retrospectively. These
amendments specify requirements for classifying liabilities as current
or non-current and clarify the meaning of a right to defer settlement,
a right to defer must exist at the end of the reporting period,
classification is unaffected by the likelihood that an entity will
exercise its deferral right and only if an embedded derivative in a
convertible liability is itself an equity instrument would the terms of a
liability not impact its classification. The Group is considering the
impact of the amendments.
- Amendments to IAS 1 “Presentation of Financial Statements” and IFRS
“Practice Statement 2”: Disclosure of Accounting policies. The
amendments require to disclose its material accounting policy
information and clarify that accounting policy information is material
if users need this to understand the financial statements. The
amendments are effective for annual reporting periods beginning on
or after 1 January 2023. These amendments will only affect the
disclosures of the Consolidated Financial Statements.
- Amendments to IAS 8 “Accounting policies, Changes in Accounting
Estimates and Errors: Definition of Accounting Estimates”. In these
amendments the definition of a change in accounting estimates is
changed to monetary amounts in financial statements that are
subject to measurement uncertainty. The amendments clarifies that a
change in accounting estimate that results from new information or
new developments is not the correction of an error and changes in
inputs or a measurement technique are changes in accounting
estimates. The amendments are effective for annual reporting periods
beginning on or after 1 January 2023. No material impact of these
amendments in expected.
- Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets
and Liabilities arising from a Single Transaction”. These amendments
clarify that the initial recognition exemption does not apply to
transactions in which equal amounts of deductible and taxable
temporary differences arise on initial recognition. No material impact
of these amendments in expected.
3 Significant accounting judgements and estimates
In preparing these consolidated financial statements, the Management
Board has made judgements and estimates that affect the application of
the Group’s accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
3.1 Judgements
Going concern
On 19 January 2022, the Group completed a private placement issuing
shares for EUR 6,375 thousand to strengthen its liquidity position. The
Consolidated financial statements 2021
30
existing borrowings with a carrying amount of EUR 509 thousand as at 31
December 2021 are converted into shares. After these transactions, the
Group has sufficient liquidity to continue its activities and accelerate its
growth and is funded with equity. This transaction shows that the Group
is able to fund its activities via share issuances. See note 23 for more
detailled information.
In 2021, the Groups’ cash flow from operating activities decreased to
EUR 448 thousand negative (2020: EUR 372 thousand negative). Other
operating expenses increased significant due to the acquisition of the
Montoch parking activities (see note 4) and preparation of the
transactions in January 2022 (see note 23.3). Adjusted for these incidental
expenses, the Group’s cash flow improved due to higher revenues of
EUR 354 thousand in 2021 (2020: EUR 197 thousand) and a lower increase
of expenses.
The parking activities generate sufficient cash to operate on a standalone
basis, due to the growth in the last years. The corporate overhead
expenses are not fully covered by the cash generated by these activities.
The significant strengthening of the cash position ensures enough cash for
going concern of the Group and to extend operating activities aiming to a
situation that sufficient cash is generated for the whole Group.
COVID-19 Pandemic
The Group was able to increase its revenues from parking transactions
during the COVID-19 pandemic. Since the start of the pandemic in 2020,
limited changes have been made to the activities to meet these new
challenges. One of the main effects of the pandemic is a slower growth-
path of the parking activities.
The lockdown in 2021 has impacted the Group’s revenue to a lesser
extent than in 2020. The Group expects that when restrictions related to
the COVID-19 virus will be lifted, the growth of the parking activities will
increase and strengthen the Groups’ cash-generating ability.
Consolidation of Stichting Beheer Derdengelden Ease2pay
In 2017, Ease2pay B.V. has entered in an agreement with Stichting Beheer
Derdengelden Ease2pay ("the Foundation"), which sets out the conditions
and approach that enable the Foundation to perform its statutory
independent obligations. The purpose of the Foundation is to safeguard
money of the users of the transaction platform to pay for parking and
fueling services. The amounts received by the Foundation from users of
the platform shall be used to pay parking and fuel providers when these
are provided. Due to the agreement, the Group may influence control in
the Foundations’ Board. It is agreed that all losses of the Foundation are
charged to Ease2pay B.V. consisting of operational expenses of the
Foundation (the reimbursements of Ease2pay B.V. reflects income of the
Foundation). Ease2pay B.V. settles the transactions on behalf of the
Foundations with Foundations’ counterparties.
The Group has, according to consolidation requirements mentioned in
note 2.4, (i) influence in the Board, (ii) is exposed to the variable results
and (iii) the ability to use its influence in the Board to affect Foundations’
results, concluded that the Foundation need to be consolidated. The
balance sheet of the Foundation shows mainly cash and cash equivalents,
trade and other liabilities that are presented in the "Amounts trusted to
Stichting Beheer Derdengelden Ease2pay” and “Liabilities to Stichting
Beheer Derdengelden Ease2pay” in the consolidated statement of
financial position of the Group. The Foundation's cash and cash
equivalents are legally separated and are only available to pay for services
of the users of the platform (in the line items mentioned above).
Consolidated financial statements 2021
31
Principal versus agent for revenue out of settlement fees
The Group contracts with financial institutions that provide
services to enable payment processing, for which payment network fees
are charged. The Group applied judgment in determining whether it has
control of the full payment service before the service is transferred to its
customers, and whether the Group is acting as agent or principal in
relation to the settlement fees charged by financial institutions.
The Group is responsible for fulfilling the promise to provide payment
transaction services, the Group is ultimately responsible for ensuring that
the services are performed and are acceptable to the customers. The
Group is thus considered to control the full payment service before this
service.
For all payments of processing settlement services that are provided to
customers, the Group retains the exposure to financial institutions and
the related payment costs. As such the Group concluded it acts as
principal for the aforementioned fees and as such are recognised in its
revenue.
3.2 Estimates
Measurement of the platform
The Group assesses the measurement of the platform based on historical
cost less amortisations and impairments, if applicable, by estimating the
expected future earning capacity. See note 11 for further details of this
assessment.
Measurement of assets and liabilities acquired in a business
combination
In 2021, the Group acquired the parking activities of Monotch. The main
assets obtained are the platforms for managing car parks and the parking
information platform. See note 4 for the measurement of the assets and
liabilities acquired and the related assumptions.
Measurement of deferred taxes
The Group has a significant amount of unrecognised losses. The Group
has a history of losses and has therefore no sufficient evidence for
offsetting of unused taxes with possible future profits (see note 10.3).
4 Business combinations
4.1 Significant accounting policy
Business combinations are accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at acquisition date at fair
value and the amount of any non-controlling interests in the acquiree. For
each business combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value, or at the
proportionate share of the acquiree’s identifiable net assets, if any.
Acquisition-related costs are expensed as incurred and included in other
operational expenses in the consolidated statement of profit or loss.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date. Contingent considerations
classified as financial liabilities are measured at fair value with the
changes in fair value recognised in the consolidated statement of profit or
loss.
Consolidated financial statements 2021
32
Goodwill is initially measured at cost as the excess of the aggregate of the
consideration transferred and the amount recognised for non-controlling
interests and any previous interest held over the net identifiable assets
acquired and liabilities assumed. If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the
Group re-assesses whether it has correctly identified all of the assets
acquired and all of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognised at the acquisition date. If
the reassessment still results in an excess of the fair value of net assets
acquired over the aggregate consideration transferred, then the gain is
recognised in profit or loss.
Parking software
Parking software reflects the expected future benefits of software
obtained at acquisition date. The parking software acquired as part of the
acquired company were valued based on the cost approach that considers
the time, knowledge and related expenses to reproduce platforms. The
cost approach is a generally accepted method to determine the fair value
of such an asset. This fair value is based on level 3 of the fair value
hierarchy.
4.2 Acquisition of parking activities
On 16 August 2021, the Group completed the parking activities of
Monotch. The parking activities consist of integrated parking platform for
municipals to manage its local parking facilities and gathering and a
platform to provide parking data and sell these to users. The activities are
performed in the Netherlands and strengthened and complemented the
Groups activities. The Group obtained control over the activities by
transfer of assets, software and contracts with customers. No legal entity
was obtained.
Consideration transferred and valuation of assets obtained
The consideration transferred of EUR 671 thousand of which was paid in
cash.
EUR thousands
Monotch parking activities
Parking management and information platform (intangible assets)
671
Consideration transferred
671
Other disclosures of the business combination
No goodwill is recognised related to this acquisition. Since the acquisition
date, the revenue of the company acquired was EUR 73 thousand and the
net result was EUR 43 thousand positive. In case activities were included
in the Group figures for the whole year, the Group’s revenue would have
been EUR 469 thousand (unaudited) and loss after tax EUR 741 thousand
negative (unaudited). The acquisition-related costs of these transactions
are EUR 27 thousand.
5 Revenue and segment information
5.1 Significant accounting policy
Revenue is measured based on the consideration to which the Group
expects to be entitled from contracts with customers and excludes
amounts collected on behalf of third parties. The Group recognises
revenue when it transfers control of the service to a customer.
A performance obligation is the unit of account for revenue recognition.
At contract inception, the Group identifies the performance obligations
within the contract. To determine whether a promised service (or bundle
of services) is distinct, the Group applies judgment using two criteria:
- Capable of being distinct: the customer can benefit from the good or
service on its own or together with other readily available resources.
- Distinct within the context of the contract: the Group considers a
promise distinct within the context of the contract when the
Consolidated financial statements 2021
33
promised transfer of the good or service is separately identifiable
from other promises in the contract.
The revenue of the Group consists mainly of twee fees:
- Settlement fees: A customer obtains the right to execute transactions
on the platform in a specific period. This is a performance obligation
satisfied over time. Settlement fees are fixed fees per period and are
recognised on a straight-line basis in the period.
- Processing fees: A customers execute transactions at one moment on
the platform. This is a performance obligation satisfied over time (in a
very short timeframe). Processing fees are fees per transactions and
are recognised when the transaction has been executed.
Revenue is measured net of discounts, value added tax and other sales-
related taxes. There are no significant financing components in the
contracts.
5.2 Revenue
EUR thousands 2021 2020
Settlement fees
199 132
Processing fees
138 53
Other revenues
17 12
Revenue
35
4
197
5.3 Segment information
The basis of the segment information is the periodical assessment of the
Chief Operating Decision Maker (CODM). The Management Board is
identified as CODM. The Group’s business model is based on its platform
from which parking, fueling and other services are serviced resulting in
one reporting segment. The Management Board assesses the
performance of the Group also on the basis of the complete platform. The
segment information is identical to the consolidated financial information
in these financial statements, due to the limited size of the operational
and reporting segment and the operations of the payment platform.
Segment information is measured according to the same policy as assets,
liabilities, income and expenses in these financial statements. The Group
is in a scale up phase for which a strict management of costs is essential.
The Management Board assesses the operational cost that result directly
to expenses related to the Group’s revenue:
EUR thousands
2021 202
0
Cost incurred from financial institutions and other
costs
-270 -226
Employee benefits
-197 -248
Other operating expenses
-474
-252
Total
-941 -726
Revenue
354 197
Revenues of approximately EUR 36 thousand are derived from a single
external customer.
6 Cost incurred from financial institutions and other costs
Cost incurred from financial institutions and other costs amounting to
EUR 270 thousand (2020: EUR 226 thousand) include expenses that are
directly related external expenses for revenues and contracting expenses,
like fees of financial institutions to settle transactions.
7 Employee benefits
Significant accounting policy
Short-term employee benefits are expensed as the related service is
provided. A liability is recognised for the amount expected to be paid if
the Group has a present legal or constructive obligation to pay this
amount because of past service provided by the employee and the
Consolidated financial statements 2021
34
obligation can be estimated reliably. Staff costs comprise directly
attributable costs of staff and Managing Board and Supervisory Board
members, social security charges, pension premium contributions, share-
based payments and temporary staff expenses.
Pension premium payments of the Group relates to defined contribution
benefit plans, these are recognised as an expense when employees
rendered services entitling them to the contributions.
The Group may receive government grants to compensate personel
expenses related to certain activities of employee. Grants from the
government are recognised at their fair value where there is a reasonable
assurance that the grant will be received and the group will comply with
all attached conditions.
Employee expenses
EUR thousands 2021 2020
Wages and salaries *
15
4
201
Social security charges
29 34
Pensions premium
76
Other employee expenses *
77
Employee benefits
197 248
Average number of employees
6.
6
7.0
* 2020 expenses reclassified for comparative purposes.
The Group employs people in The Netherlands only. The Group received
government grants related to employee activities of EUR 29 thousand
(2020: EUR 16 thousand).
8 Other operating expenses
See note 2.2 for the significant accounting policy.
EUR thousands 2021 202
0
Advisory and consultancy expenses
327 110
Other expenses
147 142
Other operating expenses
474 252
See note 25 Other expenses in the company financial statements for the
disclosure of the remuneration of the independent auditors.
9 Finance expenses
See note 2.8 for the significant accounting policy.
EUR thousands
2021 2020
Interest credit facility
10 24
Finance expenses
10 24
10 Income taxes
10.1 Significant accounting policy
Tax expense or income recognised in the consolidated financial statement
of profit or loss comprises the sum of deferred tax and current tax that is
not recognised in other comprehensive income or directly in equity.
Current and deferred taxes are calculated based on tax rates and tax laws
that have been enacted or substantively enacted by the end of the
reporting period. Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit and is accounted for using the liability
method. Deferred tax assets and liabilities are generally recognised for all
Consolidated financial statements 2021
35
temporary differences. Deferred tax assets could also arise from unused
tax losses and tax credits.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against deductible temporary differences
that can be utilised. When a history of recent losses exists, a deferred tax
asset is only recognised for unused tax losses to the extent that
sufficient taxable temporary differences are available or convincing other
evidence exists that sufficient taxable profit will be available to utilise for
the unused tax losses. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination), of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit. In addition, a
deferred tax liability is not recognised if the temporary difference arises
from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at each reporting
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities
which intend to settle their current tax assets and liabilities either on a
net basis or simultaneously.
10.2 Income tax recognised in profit or loss
EUR thousands
2021 2020
Current tax benefits / expenses(-)
00
Deferred tax benefits / expenses(-)
00
Income tax expense / income(-)
00
Reconciliation of the effective income tax rate
A tax rate of 15.0% (2020: 16.5%) is applicable for profits to a threshold of
EUR 245 thousand (2020: EUR 200 thousand), profits exceeding this
amount are subject to a tax rate of 25.0% (2020: 25.0%).
The income tax expense or benefit for the year reconciled to the
accounting loss is as follows:
EUR thousands
2021 202
0
Loss before income tax
-808 -740
Income tax benefit calculated at 25% Dutch income
tax rate
202 185
Effect of lower tax rate for income up to EUR 245
thousand (2020: EUR 200 thousand)
-25 -17
Losses not resulting in deferred tax assets
-177 -168
Income tax expense
0
0
10.3 Deferred tax assets
The deferred tax assets and liabilities of the Group are nil (2020: nil). In
2021 and 2020 no changes occurred in the deferred taxes.
Expiry period of unrecognised tax losses
Unused tax losses are not recognised due to the advancing negative
results of the Group in the year and losses in previous years. The unused
tax losses that are not recognised are summarised hereafter.
Consolidated financial statements 2021
36
EUR thousands 2021 2020
Expired in 2025
1,38
7
1,387
Expired in 2026
1,05
1
1,051
Expired in 2027
1,51
9
711
Total
3,957 3,149
As from 2022, a tax rate of 15% applies to the unused tax losses for
results of EUR 395 thousand per year (as from 2021: EUR 245 thousand
per year) and 25.8% for profits above this threshold (2020: 25%). Based
on the tax rate of 25.8%, the unrecognised tax losses represent a tax asset
of EUR 1,021 thousand (2020: EUR 787 thousand based on a tax rate of
25.0%).
11 Intangible assets
Significant accounting policy
Intangible assets represent the payment transaction platform (the
“platform”) that provides services for the settlement of payments of
parking and fueling, loyalty programs and other services. Intangible assets
acquired in a business combination are recognised separately from
goodwill (if any) and are initially recognised at their fair values at the
acquisition date (which is regarded as their cost). After initial recognition,
intangible assets acquired in a business combination are reported at cost
less accumulated amortisation and accumulated impairment losses, if
any. Amortisation is recognised on a straight-line basis over the useful live
of the asset.
Intangible asset arising from development are recognised provided that
the following criteria are met (i) the development costs can be measured
reliably, (ii) the activities are technically and commercially feasible, (iii)
the Group intends to and has sufficient resources to complete the project,
(iv) the Group has the ability to use or sell the software, and (iv) the
activities will generate probable future economic benefits. Development
costs not meeting these criteria for capitalisation are expensed as
incurred.
Intangible assets are carried at cost less accumulated amortisation and
accumulated impairment losses, if any. Amortisation is recognised on a
straight-line basis over the useful live of the asset. The useful life and
amortisation method are reviewed at the end of each reporting period.
An intangible asset is derecognised on disposal, or when no future
economic benefits are expected from use or disposal. Any resulting gain
or loss is measured as the difference between the net disposal proceeds
and the carrying amount of the asset and is recognised in profit or loss
when the asset is derecognised.
Changes in platforms
EUR thousands
2021 202
0
Cost
Balance as at 1 January
1,858 1,858
Acquired in business combinations (see note 4)
671 0
Balance as at 31 December
2,529 1,858
Accumulated amortisations
Balance as at 1 January
-499 -31
4
Amortisation expense
-211 -18
5
Balance as at 31 December
-710 -49
9
Carrying amount as at 31 December
1,819 1,359
Remaining useful life in years
78
On 16 August 2021, the Group acquired parking management and
information platforms in the acquisition of the Monotch activities (see
note 4). These platforms are used to manage the parking and payment
process in car parks and to gather and distribute parking data. The
expected useful life of the platforms at acquisition date was ten years.
Consolidated financial statements 2021
37
The Ease2pay parking platform is operational since February 2018. The
current platform is based on the integration of the Pay010 platform,
operational since February 2018, and the MyOrder platform that the
Group acquired in June 2018. After integration, the platform is further
optimised. Amortisation of the platform commences in February 2018
and increased in June 2018 due to the acquisition of the MyOrder
platform.
Measurement of the platform
The value of intangible assets represents a stand-alone asset, the
platform, which can operate independently of the Group. The Group
performed an impairment test for the platform. The Group incurred more
expenses than strict necessary for operating the existing platform
functionalities. This is a reason why the payment activities on a stand-
alone basis result in a limited loss, not taking into account cost of the
Group for (preparation of) business combinations and further growth. The
assessment assumes limited growth from the current market share and
from the current fee for parking transactions. A scenario was also
considered based on the current growth in parking transactions in relation
to a necessary cost base required to perform only parking activities. From
that perspective a positive cash flow could be generated. It is therefore
concluded that the realisable value of the platform is higher than the
carrying amount.
12 Property, plant and equipment
Significant accounting policy
Property, plant and equipment relate to other equipment and are stated
at cost less accumulated depreciation and accumulated impairment
losses, if any. Depreciation is calculated from the date an asset becomes
available for use and is provided on a straight-line basis over the
estimated useful life of each part of an item of property, plant and
equipment. The depreciation method, useful lives and residual values are
reviewed annually.
An asset is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use. Any resulting gain
or loss is measured as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or loss when the
asset is derecognised.
Changes in other equipment
EUR thousands
2021 202
0
Cost
Balance as at 1 January
66
Balance as at 31 December
66
Accumulated depreciation
Balance as at 1 January
-4 -1
Depreciation expense
0-
2
Divestments
0-1
Balance as at 31 December
-
4
-
4
Carrying amount as at 31 December
22
Useful life in years
23
13 Trade and other receivables
See note 2.8 for the significant accounting policy.
EUR thousands As at 31 December
2021 2020
Trade receivables
83
Amounts to be invoiced
76
Value added tax receivable
05
Other receivables and accruals
10 8
Total
25 22
Consolidated financial statements 2021
38
The aging of the receivable is shown hereafter.
As at 31 December 2021
Trade
receivables
Amounts to
be invoiced Total
EUR thousands
Not past due
6713
0 to 30 days
101
30 to 60 days
000
More than 60 days
101
Total
8715
As at 31 December 2020
Trade
receivables
Amounts to
be invoiced Total
EUR thousands
Not past due
066
0 to 30 days
202
30 to 60 days
101
More than 60 days
000
Total
369
The credit risk of the trade receivables and the amounts to be invoiced is
limited, most receivables are paid from the amounts trusted to Stichting
Beheer Derdengelden Ease2pay of the foundation. For a limited amount
the Group directly receives payments from its customers. Receivables are
paid in a short term after their origination resulting in a limited credit risk.
14 Amounts trusted to Stichting Beheer Derdengelden Ease2pay
See note 2.8 for the significant accounting policy.
Amounts trusted to Stichting Beheer Derdengelden Ease2pay are
amounts received for services of the providers of parking and feuling
services and amounting to EUR 344 thousand (2020: EUR 348 thousand).
The amounts are separated in a segregated entity from the Group in a
foundation, Stichting Beheer Derdengelden Ease2pay (the Foundation), to
pay the service providers (for parking and feuling) when their services are
provided to customers using the platform.
15 Cash and cash equivalents
See note 2.8 for the significant accounting policy.
The cash and cash equivalents amounting to EUR 2 thousand (2020: nil)
were available to the Group without any restrictions (2020: no
restrictions). The Group does not receive of pay interest of its cash and
cash equivalents. In note 21.2 is the credit risk set out of the
counterparties of the amounts of cash and cash equivalents.
16 Equity
16.1 Equity
Significant accounting policy
Share capital
Ordinary share capital is classified as share capital. The authorised share
capital is the maximum capital that the Company can issue under the
terms of the Company’s articles of Association.
Share premium
Share premium is the excess of the amount received by the Company over
and above the nominal value of its shares issued. Incremental costs
directly attributable to the issue of new shares are shown in shareholders’
equity as a deduction, net of tax, from the proceeds and are presented in
share premium.
Changes in shares issued
The authorised share capital of EUR 2.5 million (2020: EUR 2.5 million) is
divided into 25,000,000 ordinary shares with a par value of EUR 0.10
(2020: 25,000,000 ordinary shares with a par value of EUR 0.10).
Consolidated financial statements 2021
39
Number of ordinary shares 2021 2020
Issued shares as at 1 January
9,239,998 9,239,998
Issued shares in the year
1,310,210 0
Issued shares as at 31 December
10,550,208 9,239,998
On 8 January 2021, the Group issued 1,310,210 shares for EUR 1.00 per
share amounting to EUR 131 thousand share capital and EUR 1,140
thousand share premium in a private placement. The expenses of this
issuance, amounting to EUR 39 thousand, are charged to the share
premium.
See the consolidated statement of changes in equity for changes in the
equity components in the year and see notes 28.1 of the company
financial statements for additional information.
16.2 Basic and diluted loss per share
The loss per share is based on the weighted average number of shares.
For the year ended 31 December
2021 2020
Balance on 1 January (in number of shares)
9,239,998 9,239,998
Weighted effect of issued shares in the year (in
number of shares)
1,285,083 0
Balance on 31 December (in number of shares)
10,525,081 9,239,998
Loss after tax attributable to share holders (in EUR
thousand)
-808 -740
Basic and diluted loss per share (in EUR)
-0.08 -0.08
16.3 Capital management
The Group's policy is to maintain an adequate capital position that
maintains the confidence of customers, investors, creditors and the
financial markets and enables the future development and growth of the
business activities. The Management Board monitors the capital defined
by the Group as shareholders' equity, on 31 December 2021 EUR 0.9
million (2020: EUR 0.5 million). The Management Board monitors
developments in relation to the development phase of the Group's
business. The current scale-up phase is not suitable for setting rigid
quantitative targets. The Management Board strives for a balanced
development for the further rollout of the platform and activities
resulting in future growth of the Group's earnings. There have been no
changes in the year made to the Group's capital management approach.
The Group is not subject to any externally imposed capital requirements.
The ratio of liabilities of EUR 1.3 million (2020: EUR 1.3 million) to equity
on 31 December 2021 of EUR 0.9 million (2020: EUR 0.5 million) is 1.37
(2020: 2.75).
17 Borrowings
See note 2.8 for the significant accounting policy.
Changes in borrowings
EUR thousands 2021 2020
Balance as at 1 January
677 281
Amounts repaid
-678
0
Amounts drawn
500 372
Interest accrual
10 24
Current borrowings as at 31 December
509 677
On 18 December 2019, The Internet of Cars V.O.F. provided a credit
facility with a notional value of EUR 650 thousand (excluding accrued
interest). The interest rate of the facility is 5.0% per year. This facility was
originated when the Group agreed to merge its existing credit facilities
with the lender to one facility with a total nominal amount of EUR 650
thousand (excluding accruing interest).
Consolidated financial statements 2021
40
On 29 April 2021, the Group agreed to extend the credit facility to 30 June
2022. On 20 January 2022, the Group converts the outstanding amount
including accrued interest of the facility in shares, see note 23.2.
18 Liabilities to Stichting Beheer Derdengelden Ease2pay
See note 2.8 for the significant accounting policy.
The liabilities to Stichting Beheer Derdengelden Ease2pay relate for
EUR 254 thousand to amounts received by the Foundation from users of
the platform to be used to pay parking and fuel providers (EGI credits)
(2020: EUR 199 thousand) and for EUR 94 thousand amounts payable to
providers of parking services or feul (merchants) (2020: EUR 161
thousand).
19 Trade and other liabilities
See note 2.8 for the significant accounting policy.
EUR thousands As at 31 December
2021 2020
Trade payables
100 107
Wage and value added taxes payable
58 41
Other liabilities
253 85
Total
411 233
20 Contingencies
20.1 Short-term leases
Significant accounting policy
The Group has entered into short-term lease agreement for office space.
The payments of short-term leases are expensed on a straight-line basis
over the lease term of the contract.
Lease expenses
The Group’s short-term lease contracts ends in June 2022. In 2021, the
Group expensed EUR 6 thousand for short-term lease expenses in the
other operational expenses in the consolidated statement of profit or loss
(2020: EUR 5 thousand). On 31 December 2021, the Group’s short-lease
commitment is EUR 3 thousand (2020: no lease commitments).
21 Financial risk management
The Group is exposed to financial instruments that occur or used in its
business activities. The use of financial instrument exposes the Group to
the following risks:
- Credit risk;
- Liquidity risk; and
- Market risk.
The Management Board is responsible for setting up and overseeing the
risk management framework of the Group. The Group continuously
develops its internal risk management framework. The Management
Board reports regularly on these activities to the Supervisory Board. The
purpose of the risk policy is to identify and assess to which risks the Group
is exposed, to set appropriate risk limits and measures and to monitor the
risks and compliance with the limits. Risk management policies and
systems are regularly reviewed and adjusted as necessary to reflect
changes in market conditions and the Group's activities. The Group aims
to through its training, management standards and procedures, to
develop a monitored and constructive control environment in which
employees understand their roles and obligations.
21.1 Credit risk
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge an obligation.
Consolidated financial statements 2021
41
Credit risk arises when counterparties, including debtors or banks, fail to
meet their obligations to the Group. The Groups’ credit risk is limited
because most service fees are paid via Stichting Beheer Derdengelden
Ease2pay. The Group considers the following as constituting an event of
default:
- when information developed internally or obtained from external
sources indicates that the debtor is unlikely to pay its creditors; or
- when a financial asset is 90 days past due.
The cash and cash equivalents are held with banks are considered as
financial assets that have a low credit risk. ABN AMRO Bank N.V. with an
A, A1, A rating based on Standard & Poors, Moody's and other ratings
respectively. Fitch ratings and Rabobank with A+, Aa3, A+ ratings based
on Standard & Poors, Moody's and Fitch respectively. The Group's
maximum exposure to credit risk is limited to the carrying amount of the
financial assets in the consolidated statement of financial position.
21.2 Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities that are settled by
delivering cash or another financial asset. The Group's policy is to meet its
current and future payments for obligations, to enable the continuance
and growth of the business activities. The principles underlying liquidity
risk management are that sufficient liquidity is available to meet financial
obligations arising from the Group's activities.
On 31 December 2021, the Group had EUR 2 thousand cash and cash
equivalents at free disposal (2020: no cash and cash equivalents at free
disposable). The Group has a credit facility of EUR 650 thousand, of which
EUR 150 thousand could be drawn on 31 December 2021 (2020: fully
utilised). On 19 January 2022, the outstanding amount including interest
accrued of the facility is converted in shares and do not result in an
expected cash outlfow, see note 23 for details of the private placement in
2022.
The expected cash outflows of the Group are:
As at 31 December 2021
Carrying
amount
Total
Less than
6 months
6 to 12
months
After 12
months
EUR thousands
Cash outflows
Borrowings
509 0 0 0 0
Liabilities to Stichting Beheer
Derdengelden Ease2pay
348 348 348 0 0
Trade and other liabilities
411 411 411 0 0
Total
1,268 759 759 0 0
As at 31 December 2020
Carrying
amount
Total
Less than
6 months
6 to 12
months
After 12
months
EUR thousands
Cash outflows
Borrowings
677 69
4
694 0 0
Liabilities to Stichting Beheer
Derdengelden Ease2pay
360 360 360 0 0
Trade and other liabilities
233 233 233 0 0
Total
1,270 1,287 1,287 0 0
21.3 Market risk
Market risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market prices. The
objective of market risk management is to manage and control market
risk exposures within acceptable limits whilst optimising the acceptable
limits while optimising the return.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
Consolidated financial statements 2021
42
rates. The Group makes use of interest-bearing liabilities or credit
facilities with fixed interest rates. The Group aims to conclude credit
facilities with fixed interest rates to mitigate the risk of changing interest
rates and to have certainty about the outgoing cash flows. Changes in
interest rates affect the fair value of the loan, but do not lead to a change
in cash outflows. On 31 December 2021, the Group was not exposed to
interest rate risk on the credit facility of EUR 500 thousand (excluding
interest accrued), the facility has a fixed interest rate (2020: credit facility
of EUR 650 thousand on 31 December 2020 with a fixed interest rate).
Current developments in the money market have resulted in the need to
pay interest to maintain balances with financial institutions. The Group
will take care of any future interest payments from Stichting Beheer
Derdengelden Ease2pay from its activities for its own account.
The increase or decrease in the interest rate by 1 percent point results in
a change in fair value is nil due to the conversion on 19 January 2022
(2020: EUR 3 thousand). The sensitivity to interest rate changes is based
on the current interest-bearing debt recognised and the related fixed
interest rate.
Foreign currency risk
The Group has no foreign currency risk exposure of its services provided
as it only operates within the Netherlands , purchases, bank balances and
loans taken out are nominated in Euros. There are no contracts,
receivables, or liabilities in foreign currencies.
Fair value of financial instruments
The carrying amount of the financial instruments in the consolidated
Statement of Financial Position, consisting of trade and other receivables,
cash and cash equivalents, borrowings and other current liabilities, is a
reasonable approximation of their fair value of these instruments.
22 Related party transactions
Significant accounting policy
A related party is a person or company that is related to the Group. These
include both people and companies that have, or are subject to, the
influence or control of the Group. The Management and Supervisory
Board, The Internet of Cars V.O.F. (majority shareholder) and Eas2pay
N.V.’s group companies (see note 26 of the company financial
statements) are related parties. Transactions with related parties are
accounted for in accordance with the requirements of relevant
accounting policies and consider the substance as well as the legal form.
Related party transactions were made on terms equivalent to those that
prevail in arm’s length transactions.
Balances and transactions within the Group, which are related parties of
the Group, have been eliminated on consolidation and are not disclosed.
Related parties of the Group are its key management and its majority
shareholder.
Transactions and balances
Management board
The remuneration of the members of the Management Board is in
accordance with the responsibility of their respective positions. The
different positions are weighted, considering aspects such as the scope
and nature of the responsibilities, the complexity of the management
context in which they operate and the required knowledge, experience
and competences. The remuneration of the members of the Management
Board consists of a fixed amount, no variable, pension or other benefits
are provided.
Consolidated financial statements 2021
43
EUR thousands
2021
2020
Mr Gijs J. van Lookeren Campagne
22
22
Mr Jan H.L. Borghuis
22
22
Total
44
44
For the remuneration of the members of the Management Board, the
Company has concluded an agreement with respective management
companies of the board members. These management companies are
also the two sole participants in the partnership (The Internet of Cars
V.O.F.) that possesses a majority share in the Company. The
remunerations are paid on a quarterly basis, the amounts mentioned
before are excluding value added tax. In the year, no loans are provided
to the members of the Management Board (2020: no loans).
Supervisory board
In 2021 and 2020, the members of the Supervisory board receive a fee for
their work, as shown hereafter. This remuneration is commensurate with
the time spent on the activities. On 23 July 2020, Theo Janssen stepped
down from the Supervisory Board.
EUR thousands
2021
2020
Mr W.C.H. Fahrner
10
10
Mr A.W.M. Janssen (until 23 July 2020)
0
10
Ms N. van der Veer
10
10
Total
20
30
Majority shareholder
The transactions with the majority shareholder, the transactions and
balances for the year are (see also note 16.1 and 17):
EUR thousands
Transactions
Balances
2021
2020
2021
2020
Credit facility
-178
24
509
677
The majority shareholder participated for EUR 1,043 thousand in the
private placement share issuance (see note 16).
23 Events after balance sheet date
23.1 Private placement on 19 January 2022
On 19 January 2022, the Group successful completed a private placement
share issuance to a group of majority shareholders. The Group issued
2,108,344 shares for EUR 3,02 each resulting in cash proceeds of
EUR 6,375 thousand. The emission price is based on the weighted trade-
volume average price of ordinary shares on Euronext Amsterdam over a
period of 90 days before the Groups’ press release on 29 November 2021.
The shares issued are not listed on Euronext Amsterdam, the Group will
prepare a prospected and subsequently convert these shares in listed
shares on Euronext Amsterdam.
23.2 Conversion of credit facility in ordinary shares
On 19 January 2022, the Group converted its liability of its credit facility of
EUR 509 thousand (see note 17) to non-listed shares. After this
transaction the Group has no borrowings and is financed with equity.
During 2022, these shares will be converted in listed shares (see before).
23.3 Acquisition of Involtum Holding B.V.
On 19 January 2022, the Group obtained control over Involtum Holding
B.V. by acquiring all the shares of Involtum Holding B.V. Involtum is a
Dutch Group that provides the services of its Internet of Things switching
and transaction platform. This platform has an integrated invoicing and
payment street. Involtum's platform and services enable our customers to
market innovative 'sharing' services. Involtum helps its customers with
the development and improvement of the services and aims to develop
labels or communities that can be used by multiple customers. In this
way, Involtum enables parties to make a limited number of facilities
Consolidated financial statements 2021
44
available for a sharing service, without having to develop a platform
themselves. Involtum relieves providers of power supplies in marinas, in
(sea) ports, on camping sites, in parking spaces (electric transport), at
events (festivals, markets, fairs). Everywhere electricity is temporary used
and is available, payment can be made possible.
With customer-specific energy portals, smartphone apps and flexible
payment methods, Involtum literally take care of everything that comes
with offering energy. For both the business and the private market.
Involtum mobile power concepts enable customers to activate electricity
and other utilities using their smartphone, gain real-time insight into their
consumption, receive customised bills and enjoy easy and quick payment
possibilities.
Significant accounting policy
The acquisition of Involtum Holding B.V. will be included in the financial
statements 2022. See note 4.1 for general accounting policy for business
combinations.
Platform
The software acquired needed for the energy portals, apps and payments
were valued based on the cost approach that considers the time,
knowledge and related expenses to reproduce platforms. The cost
approach is a generally accepted method to determine the fair value of
such an asset. This fair value is based on level 3 of the fair value hierarchy.
Customer relationships
Customer relationships reflect the expected future benefits of existing
relationships with customers at acquisition date, excluding sale orders
agreed. The customer relationships acquired as part of the acquired
companies were valued based on the Excess Earnings method, which
considers the attrition data, profitability data and growth of revenues
coming from existing customers. The Excess Earnings method is a
generally accepted method to determine the fair value of such an asset.
This fair value is based on level 3 of the fair value hierarchy. To determine
the fair value of the customers relationships varying growth rates are
used: from 2% to 38% positive; attrition rates from 0% to 1% and discount
rates of 21%.
Consideration transferred and valuation of assets obtained
The Group has issued non-listed shares to the shareholders of the
acquiree to fulfil the acquisition consideration. The consideration
transferred is EUR 27,531 thousand, consisting of 10,714,792 non-listed
shares of Ease2pay N.V. with a price on the Euronext Amsterdam
exchange of EUR 2.94 on 19 January 2022, less the 1-year lock-up
premium. During 2022, these shares will be converted in listed shares (see
before).
EUR millions Unaudited
Involtum Holding B.V.
Goodwill
25.0
Technology of the platform (intangible assets)
1.6
Customer relationships (intangible assets)
1.2
Other equipment (property, plant and equipment)
0.6
Trade receivables
0.1
Other current assets
0.3
Trade and other liabilities
-0.8
Borrowings
-0.2
Deferred taxes
-0.2
Consideration transferred
27.6
Other disclosures of the business combination
The goodwill of EUR 25 million is primarily related to growth and synergy
expectations by intergrating the platforms and offering customers a more
integrated and wider range of services and the expertise and knowledge
of the workforce. The goodwill is not tax deductible. The acquisition-
Consolidated financial statements 2021
45
related costs of these transactions are estimated at EUR 0.8 million. The
fair value and the carrying amount of trade receivables are EUR 0.1
million.
Company financial statements 2021
46
Company financial statements 2021
Company statement of profit or loss
for the year ended 31 December
EUR thousands
Note
2021
2020
Other expenses
25
-421
-238
Operating result
-421
-238
Interest income
26
36
33
Interest expenses
-10
-24
Result group companies
26
-413
-511
Loss before tax
-808
-740
Income tax expense
0
0
Result after tax
-808
-740
Company statement of financial position
Before appropriation of result of the year
as at 31 December
EUR thousands
Note
2021
2020
Non-current assets
Non-current financial assets
26
1,643
1,244
Total non-current assets
1,643
1,244
Current assets
Other receivables
27
29
16
Cash and cash equivalents
0
0
Total current assets
29
16
Total assets
1,672
1,260
Equity and liabilities
Equity
28
Share capital
1,055
924
Share premium
4,233
3,093
Accumulated deficits
-3,556
-2,816
Loss for the year
-808
-740
Total equity
924
461
Current liabilities
Borrowings
29
509
677
Trade and other liabilities
30
239
122
Total current liabilities
748
799
Total equity and liabilities
1,672
1,260
The accompanying notes are an integral part of these company financial statements.
Company financial statements 2021
47
Notes to the company financial statements
24 Significant accounting policies
Ease2pay N.V. (“the Company”) is a public limited liability company
incorporated and domiciled in Rotterdam, the Netherlands , see note 1 of
the consolidated financial statements.
Basis of preparation
The company financial statements have been drawn up using the same
accounting policies applied for preparing the consolidated financial
statements, in accordance with Section 362(8), Part 9 of Book 2 of the
Dutch Civil Code. Based on Section 362(8), Part 9 of Book 2 of the Dutch
Civil Code, the consolidated financial statements have been prepared in
accordance with the International Financial Reporting Standards as
adopted by the European Union (IFRS-EU) and with Part 9 of Book 2 of the
Dutch Civil Code. These accounting principles are disclosed in notes to the
consolidated financial statements, unless stated otherwise below.
All amounts in these explanatory notes are stated in thousands of Euros
(EUR), unless stated otherwise.
25 Other expenses
The Other expenses amounts to EUR 421 thousand (2020: EUR 238
thousand).
Personnel expenses
The Company had no employees in the year (2020: no employees).
Auditor remuneration
In accordance with Section 382a, Part 9 of Book 2 of the Dutch Civil Code,
the aggregate fees by the Company’s independent auditor,
PricewaterhouseCoopers Accountants N.V., are summarised below. These
fees relate to the audit of the 2021 financial statements, regardless of
whether the work was performed during the financial year.
EUR thousands
2021
2020
Audit of the financial statements
90
104
Other audit services
0
0
Tax services
0
0
Non-audit serivces
0
0
Total
90
104
Fees for audit services include the audit of the financial statements of the
Company and its group companies.
26 Non-current financial assets
Significant accounting policies
Investments in group companies are measured using the equity method.
The carrying amounts is based on the measurement of assets and
liabilities and the determination of profit or loss based on the accounting
policies applied in the consolidated financial statements. Group
companies with a negative equity are measured at nil, unless the
Company has an obligation for liabilities of or a receivable on the group
company, then the loan provided to the group company is decreased with
the negative amount of the equity value. A provision is recognised, when
subsequently a liability remains for the Company.
Loans to and amounts due from or to group companies are stated initially
at fair value and subsequently at amortised cost, using the effective
interest rate, less impairments. Each group company is considered as a
combination of assets and liabilities rather than an indivisible asset and
therefore expected credit losses are eliminated.
Company financial statements 2021
48
Changes in the year
EUR thousands
Investments
group
companies
Loans to group
companies
Total
Balance as at 1 January 2021
0
1,244
1,244
Impairments of loans
0
-413
-413
Interest accrued
0
36
36
Amounts drawn
0
776
776
Balance as at 31 December 2021
0
1,643
1,643
Balance as at 1 January 2020
0
1,508
1,508
Impairments of loans
0
-511
-511
Interest accrued
0
33
33
Amounts drawn
0
214
214
Balance as at 31 December 2020
0
1,244
1,244
The Company has invested in the following group companies:
Name and seat
Share as at 31 December
2021
2020
Ease2pay B.V., Rotterdam, The Netherlands
100%
100%
Ease2platform B.V., Rotterdam, The Netherlands
100%
100%
27 Other receivables
EUR thousands As at 31 December
2021
2020
Value added tax receivable
22
9
Other receivables and accruals
7
7
Total
29
16
28 Equity
28.1 Issued capital
Share capital
The authorised share capital of EUR 2.5 million (2020: EUR 2.5 million) is
divided into 25,000,000 ordinary shares with a par value of EUR 0.10
(2020: 25,000,000 ordinary shares with a par value of EUR 0.10). The
issued share capital is summarised below.
Number of ordinary shares
2021
2020
Issued shares as at 1 January
9,239,998
9,239,998
Issued shares in the year
1,310,210
0
Issued shares as at 31 December
10,550,208
9,239,998
On 8 January 2021, the Group issued 1,310,210 shares for EUR 1.00 per
share in a private placement. The expenses of this issuance, amounting to
EUR 38 thousand, are charged to the share premium.
Share premium
Share premium is the excess of the amount received by the Company over
and above the nominal value of its shares issued. Incremental costs
directly attributable to the issue of new shares are shown in shareholders’
equity as a deduction, net of tax, from the proceeds and are presented in
share premium.
28.2 Accumulated deficits
Accumulated deficits are related to past net losses allocated to
shareholder’s equity.
28.3 Changes in the year
2021
1 January
Issuance
of capital
Loss ap-
propriation
Loss for
the year
31
December
EUR thousands
Share capital
924
131
0
0
1,055
Share premium
3,093
1,140
0
0
4,233
Accumulated deficits
-2,816
0
-740
0
-3,556
Result for the year
-740
0
740
-808
-808
461
1,271
0
-808
924
Company financial statements 2021
49
2020
1 January
Issuance
of capital
Loss ap-
propriation
Loss for
the year
31
December
EUR thousands
Share capital
924
0
0
0
924
Share premium
3,093
0
0
0
3,093
Accumulated deficits
-1,897
0
-919
0
-2,816
Result for the year
-919
0
919
-740
-740
1,201
0
0
-740
461
29 Borrowings
EUR thousands
2021
2020
Balance as at 1 January
677
281
Amounts repaid
-678
0
Amounts drawn
500
372
Interest accrual
10
24
Current borrowings as at 31 December
509
677
On 18 December 2019, The Internet of Cars V.O.F. provided a credit
facility with a notional value of EUR 650 thousand (excluding accrued
interest). The interest rate of the facility is 5.0% per year. This facility was
originated when the Group agreed to merge its existing credit facilities
with the lender to one facility with a total nominal amount of EUR 650
thousand (excluding accruing interest).
On 29 April 2021, the Group agreed to extend the credit facility to 30 June
2022. On 8 January 2021, the Group converts the outstanding amount
including accrued interest of the facility in shares, see note 23.2.
30 Trade and other liabilities
EUR thousands As at 31 December
2021
2020
Trade payables
87
78
Other liabilities and accruals
152
44
Other liabilities
239
122
31 Contingencies
Fiscal unities
The Company is member of the Dutch fiscal unities for corporate income
and value added tax. The Company is therefore liable for the tax
obligations of the Dutch fiscal unities.
Short-term leases
See note 20.1 of the consolidated financial statements.
32 Financial risk management
General
Pursuant to the use of financial instruments, the Company is exposed to
credit risk, liquidity risk and market risk. The notes to the consolidated
financial statements provide information on the Group’s exposure to each
of these risks, its objectives, principles and procedures for managing and
measuring these risks, as well as Group capital management. These risks,
objectives, principles and procedures for managing and measuring these
risks as well as capital management apply mutatis mutandis to these
company financial statements (see note 16.3 and 21 of the consolidated
financial statements).
Fair value
The carrying amount of the financial instruments in the company balance
sheet, including receivables, cash and cash equivalents, borrowings and
current liabilities is a reasonable approximation of their fair value of these
instruments.
Company financial statements 2021
50
33 Related parties
Related parties of the Group are its key management and its majority
shareholder, see note 22 of the consolidated financial statements. Besides
the transactions with related parties disclosed in the consolidated
financial statements, the Company has a loan to its group companies.
EUR thousands
Transactions
Balances
2021
2020
2021
2020
Loans to group companies
Amounts drawn
776
214
1,643
1,244
Interest accrued
36
33
-
-
34 Events after balance sheet date
See note 23 of the consolidated financial statements.
35 Loss allocation
The loss of the year, EUR 808 thousand, will be deducted from the
retained earnings.
Rotterdam, 28 April 2022,
Management Board,
Jan H.L. Borghuis
Maarten L. Hektor
Gijs J. van Lookeren Campagne
Edwin M. Noomen
Supervisory Board,
Wim C.H. Fahrner
Nadja van der Veer
Other information
51
Other information
Articles of association provisions governing the appropriation of profit
Article 31 of the articles of association states the following in respect of
dividends and reserves:
1 Distribution of the profit shall only take place after the adoption of
financial statements showing that the company’s equity is greater
than the amount of paid-up and called-up share capital plus the
reserves required to be maintained by law.
2 The Executive Board with the approval of the Supervisory Board shall
determine what proportion of the profit - the positive balance on the
profit and loss account - made in the most recent financial year shall,
with due regard for the provisions of clause 1 of this article, be added
to the reserves.
3 The portion of the profit remaining after the addition to the reserves
shall be at the disposal of the general meeting of shareholders for
distribution to the holders of shares in proportion to their
shareholdings.
4 The Executive Board may with the advance approval of the
Supervisory Board decide before adoption of the financial
statements for any financial year to distribute one or more interim
dividends on the account of the expected dividend for that financial
year , provided that the capital position referred to in clause 1 of this
article is met as shown by an interim financial statement prepared
and signed by the Executive Board pursuant to Section 2:105(4) of
the Dutch Civil Code.
5 No profit will be distributed on shares held by the company in its
own capital unless a usufruct has been established on those shares
or depositary receipts have been issued for those shares with the co-
operation of the company. Shares that the company holds in its own
capital and on which no profit may be distributed shall not be
counted when calculating the appropriation of profit.
6 A general dividend reserve shall be formed for all shares.
Article 32 of the articles of association states the following in respect of
distributions in the form of shares and distributions charged against the
reserves:
1 The general meeting of shareholders may resolve on a proposal of
the Executive Board that has been approved by the Supervisory
Board that a dividend on shares is distributed in full or in part not in
cash but in shares in the company.
2 The general meeting of shareholders may resolve on a proposal of
the Executive Board that has been approved by the Supervisory
Board to charge distributions to holders of shares to the share
premium and freely-distributable reserves. These distributions may
also be distributed in full or in part not in cash but in shares in the
company.
Other information
52
Independent auditor’s report
To: the general meeting and the supervisory board of Ease2pay N.V.
Report on the financial statements 2021
Our opinion
In our opinion:
• the consolidated financial statements of Ease2pay N.V. together with
its subsidiaries (‘the Group’) give a true and fair view of the financial
position of the Group as at 31 December 2021 and of its result and cash
flows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union
(‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code;
• the company financial statements of Ease2pay N.V. (‘the Company’)
give a true and fair view of the financial position of the Company as at
31 December 2021 and of its result for the year then ended in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2021 of Ease2pay
N.V., Rotterdam. The financial statements comprise the consolidated
financial statements of the Group and the company financial statements.
The consolidated financial statements comprise:
• the consolidated statement of financial position as at
31 December 2021;
• the following statements for 2021: the consolidated profit and loss
account, the consolidated statements of comprehensive income,
changes in equity and cash flows; and
• the notes, comprising a summary of the significant accounting policies
and other explanatory information.
The company financial statements comprise:
• the company balance sheet as at 31 December 2021;
• the company profit and loss account for the year then ended;
• the notes, comprising a summary of the accounting policies applied
and other explanatory information.
The financial reporting framework applied in the preparation of the
financial statements is EU-IFRS and the relevant provisions of Part 9 of
Book 2 of the Dutch Civil Code for the consolidated financial statements
and Part 9 of Book 2 of the Dutch Civil Code for the company financial
statements.
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. We have further described our responsibilities
under those standards in the section ‘Our responsibilities for the audit of
the financial statements’ of our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of Ease2pay N.V. in accordance with the European
Union Regulation on specific requirements regarding statutory audit of
public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta,
Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid
Other information
53
van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and
other relevant independence regulations in the Netherlands. Furthermore,
we have complied with the ‘Verordening gedrags- en beroepsregels
accountants’ (VGBA, Dutch Code of Ethics).
Our audit approach
We designed our audit procedures with respect to the key audit matters,
fraud and going concern, and the matters resulting from that, in the
context of our audit of the financial statements as a whole and in forming
our opinion thereon. The information in support of our opinion, like our
findings and observations related to individual key audit matters, the audit
approach fraud risk and the audit approach going concern was addressed
in this context, and we do not provide a separate opinion or conclusion on
these matters.
Overview and context
Ease2pay N.V. is a payment service provider in which park- and fuel
transactions can be settled. The Group is active in the Netherlands and is
comprised of several components and therefore we considered our group
audit scope and approach as set out in the section ‘The scope of our group
audit’. We paid specific attention to the areas of focus driven by the
operations of the Group, as set out below.
The financial year 2021 was characterised by the impact of the ongoing
Covid-19 pandemic (see note “3.1 Judgements – COVID- 19 Pandemic”),
the private placement in January 2021 (see note “16.1 Equity”) and the
acquisition of the Monotch activities during 2021 (see note “”4.2
Acquisition of parking activities”). This affected the determination of
materiality, the scope of our group audit and our audit procedures as
described in the section ‘Materiality’ and ‘The scope of our audit’.
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
considered where the management board made important judgements, for
example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently
uncertain. In these considerations, we paid attention to, amongst others,
the assumptions underlying the physical and transition risk related to
climate change. In note “3 Significant accounting judgements and
estimates” of the financial statements, the Company describes the areas of
judgement in applying accounting policies and the key sources of
estimation uncertainty.
Given the significant estimation uncertainty and the related higher
inherent risks of material misstatement in the impairment assessment of
assets, we considered this matter as key audit matter as set out in the
section ‘Key audit matters’ of this report. Furthermore, we identified the
insufficient level of segregation of duties as key audit matter.
Other areas of focus, that were not considered as key audit matters, were
the going concern assertion, the acquisition of the Monotch activities
during 2021 and the audit of the revenue streams. In 2022, as part of the
acquisition of Involtum, as further detailed in note “23 Events after
balance sheet date” of the consolidated financial statements, Ease2Pay
converted the shareholders loan to non-listed shares (total consideration of
€ 509 thousand). With the issuance of the 2,108 thousand new unlisted
shares, Eas2pay was able to further strengthen the liquidity position
resulting in no material uncertainty relating to the going concern assertion.
Furthermore, during 2021, we have performed a penetration test on the IT
platform for which no material exceptions have been noted which could
possible impact the going concern assertion of Ease2pay.
Ease2pay N.V. assessed the possible effects of climate change on its
financial position, refer to note “ESG” in the Management Board report.
We discussed Ease2pay N.V.’s assessment and governance thereof with the
management board and evaluated the potential impact on the financial
position including underlying assumptions and estimates. The expected
effects of climate change are not considered a key audit matter.
We ensured that the audit teams at group level included the appropriate
skills and competences which are needed for the audit.
Other information
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The outline of our audit approach was as follows:
Materiality
• Overall materiality: €21,900.
Audit scope
• The audit work is conducted by one
team based in the Netherlands.
• All activities of the group are included
as part of our audit scope.
• Audit coverage: 100% of consolidated
revenue, 100% of consolidated total
assets and 100% of consolidated profit
before tax.
Key audit matters
• Valuation of the IT-platform.
• Insufficient level of segregation of
duties.
Materiality
The scope of our audit was influenced by the application of materiality,
which is further explained in the section ‘Our responsibilities for the audit
of the financial statements’.
Based on our professional judgement we determined certain quantitative
thresholds for materiality, including the overall materiality for the financial
statements as a whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the nature, timing and
extent of our audit procedures on the individual financial statement line
items and disclosures and to evaluate the effect of identified
misstatements, both individually and in aggregate, on the financial
statements as a whole and on our opinion.
Overall group
materiality
€21,900 (2020: €17,300).
Basis for
determining
materiality
We used our professional judgement to determine overall
materiality. As a basis for our judgement, we used 1% of the
total assets.
Rationale for
benchmark
applied
We used total assets as the primary benchmark, a generally
accepted auditing practice, based on our analysis of the
common information needs of the users of the financial
statements. On this basis, we believe that total assets is an
important metric for the financial performance of the
Company. The benchmark used for the calculation of the
materiality is consistent with the benchmark used in 2020.
Component
materiality
No component materiality is applicable, as all activities of
the group have been audited based on the overall
materiality.
We also take misstatements and/or possible misstatements into account
that, in our judgement, are material for qualitative reasons.
We agreed with the supervisory board that we would report to them any
misstatement identified during our audit above €1,095 (2020: €865) as
well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
The scope of our group audit
Ease2pay N.V. is the parent company of a group of entities. The financial
information of this group is included in the consolidated financial
statements of Ease2pay N.V.
We tailored the scope of our audit to ensure that we, in aggregate, provide
sufficient coverage of the financial statements for us to be able to give an
opinion on the financial statements as a whole, taking into account the
management structure of the Group, the nature of operations of its
components, the accounting processes and controls, and the market in
which the Group operate. In establishing the overall group audit strategy
and plan, we determined the type of work required to be performed by the
Other information
55
group engagement team. At all components (Ease2pay N.V., Ease2pay
B.V., Ease2platform B.V. and Stichting Beheer Derdengelden Ease2pay),
the audit procedures are performed on the full set of financial information
because these components are individually significant in magnitude. All
audit work has been performed by the group engagement team.
In total, in performing these procedures, we achieved the following
coverage on the financial line items:
Revenue
100%
Total assets
100%
Profit before tax
100%
The group engagement team performed the audit work on the group
consolidation, financial statement disclosures and a number of more
complex items at the head office.
By performing the procedures outlined above, we have been able to obtain
sufficient and appropriate audit evidence on the Group’s financial
information, as a whole, to provide a basis for our opinion on the financial
statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the
financial statements due to fraud. During our audit we obtained an
understanding of the entity and its environment and the components of the
internal control system. This included management’s risk assessment
process, management’s process for responding to the risks of fraud and
monitoring the internal control system and how the supervisory board
exercised oversight, as well as the outcomes. We refer to section
“Risk management and control” of the Report of the Management Board
for management’s fraud risk assessment. We note that management has
not formalized its fraud risk assessment.
We evaluated the design and relevant aspects of the internal control system
and in particular the fraud risk assessment, as well as the code of conduct
and whistle blower procedures. We evaluated the design and the
implementation and, where considered appropriate, tested the operating
effectiveness of internal controls designed to mitigate fraud risks.
We asked members of the management board and the supervisory board
whether they are aware of any actual or suspected fraud. This did not result
in signals of actual or suspected fraud that may lead to a material
misstatement.
As part of our process of identifying fraud risks, we evaluated fraud risk
factors with respect to financial reporting on fraud, misappropriation of
assets and bribery and corruption. We evaluated whether these factors
indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following
specific procedures:
[]
Identified fraud risks
Our audit work and observations
The risk of management
override of controls
• Performed data analysis on higher risk
journal entries based on a preset risk
criteria.
• Performed substantive testing on
adjustments.
• Performed substantive testing on the
relevant estimates.
• Evaluated underlying documents of large,
unusual transactions.
• Performed substantive testing by means of
a sample of outgoing payments and tested
the accuracy of the bank account used.
• Evaluated whether payments are not made
to related parties, except for the
renumeration to the Management Board
and Supervisory Board, as included in note
22 “Related party transactions” of the
financial statements.
Other information
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Our audit procedures did not lead to
specific indication of fraud or suspicions of
fraud with respect to management override
of controls.
The risk of fraud in
revenue recognition
- Performed substantive testing on all park- and
fuel transactions by means of a reconciliation
with the external bank data.
- The remaining revenue streams have been
audited by means of a sample and reconciled
with underlying documents.
- Evaluated revenue entries with an unusual
counter entry.
- Performed substantive testing on adjustments.
Our audit procedures did not lead to
specific indication of fraud or suspicions of
fraud with respect to fraud in revenue
recognition.
[]
We incorporated an element of unpredictability in our audit. During the
audit we remained alert to indications of fraud. We also considered the
outcome of our other audit procedures and evaluated whether any findings
were indicative of fraud or non-compliance of laws and regulations.
Whenever we identified any indications of fraud, we re-evaluated our fraud
risk assessment and its impact on our audit procedures.
Audit approach going concern
As disclosed in section ‘2.2 Basis of preparation’ on page 24 and in section
‘3.1 Judgements – Going concern’ on page 29 of the financial statements,
the management board performed their assessment of the entity’s ability to
continue as a going concern for at least 12 months from the date of
preparation of the financial statements and has not identified events or
conditions that may cast significant doubt on the entity’s ability to continue
as a going concern (hereafter: going concern risks). Our procedures to
evaluate management’s going concern assessment included, amongst
others:
• considering whether management identified events or conditions that
may cast significant doubt on the entity’s ability to continue as a going
concern (hereafter: going concern risks);
• considering whether management’s going concern assessment includes
all relevant information of which we are aware as a result of our audit
and inquiring with management regarding management's most
important assumptions underlying their going concern assessment;
• analysing the liquidity position of the Group and comparing this
position with the expected cash outflow for at least 12 months from the
date of preparation of the financial statements;
• evaluating management’s current budget including cash flows for at
least 12 months from the date of preparation of the financial
statements taken into account current developments in the industry
such and all relevant information of which we are aware as a result of
our audit; and
• performing inquiries of management as to their knowledge of going
concern risks beyond the period of management’s assessment.
We concluded that management’s use of the going concern basis of
accounting is appropriate, and based on the audit evidence obtained, that
no material uncertainty exists related to events or conditions that may cast
significant doubt on the entity’s ability to continue as a going concern.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in the audit of the financial statements. We have
communicated the key audit matters to the supervisory board. The key
audit matters are not a comprehensive reflection of all matters identified
by our audit and that we discussed. In this section, we described the key
audit matters and included a summary of the audit procedures we
performed on those matters.
Other information
57
Key audit matter
Our audit work and observations
Valuation of the IT-platform
Section “11 Intangible assets” of the
financial statements
Ease2pay N.V. has business
activities that depend on an
operational platform on which,
among other things, the Ease2pay
and MyOrder applications are
running. In the 2021 financial
statements, the platform is valued
as part of the intangible fixed assets.
The total carrying amount of the
intangible assets per year end 2021
is €1,819 thousand (2020: €1,359
thousand).
Which include an acquisition during
2021 of the Monotch activities for an
amount of €671 thousand.
The IT-platform (excluding the
acquired Monotch activities) consists
of self-developed assets for the
Ease2pay activities and in the past
acquired MyOrder activities.
As of December 31, 2021,
management conducted an analysis
to determine whether an impairment
of the intangible assets is
applicable. Based on the outcome of
the expected future cashflow,
Ease2pay concluded that the
realisable value of the platform is
higher than the carrying amount and
no impairment is applicable.
Consistent with 2020, no
development costs have been
capitalised by Ease2pay.
We have evaluated whether the
development costs meet the criteria
for capitalising and concur with
management conclusion not to
capitalise these costs.
We have determined that the IT
platform is active as of December
31, 2021 and as of today. For the
valuation, we have evaluated the
position paper made by the
management. In addition, we have
reconciled the cash flow forecast for
the IT platform with the business
plans of Ease2pay N.V. and tested
the mathematical accuracy of the
forecast. The assumptions used in
the forecast have been evaluated on
reasonableness. Given future
uncertainties, we have evaluated
additional, conservative / worst case
scenarios and compared the
outcome with the carrying amount.
We concur with management’s that
no facts and circumstances are
available which would result in an
impairment of the IT platform as of
December 31, 2021.
Key audit matter
Our audit work and observations
Insufficient level of segregation of
duties
Ease2pay has a limited number of
employees. The two members of the
Management Board possess all
rights regarding the financial
administration and performing
payments in the bank application.
Compared to 2020, the average
number of employees was stable.
The desired level of segregation of
duties is not yet reached by
Ease2pay.
This results in an increased risk
relating to misappropriation of
assets of the Group. Given the
nature of the risk and the impact on
our audit approach, we identified
this as a key audit matter.
As part of audit, we addressed this
risk through substantive testing:
• We have tested a sample of
outgoing bank payments and
reconciled the payments with
underlying invoices, in which the
correctness of the bank account
number has been evaluated;
• We have determined that no
payments have been made to
related parties, except for the
payments related to remuneration of
the Management Board and
Supervisory Board as included in
note 22 “Related party transactions”
of the financial statements. We have
evaluated this by obtaining
information from the Chamber of
Commerce related to all related
parties and compared these with the
names included in the vendor
master file.
No exceptions have been noted.
Report on the other information included in
the annual report
The annual report contains other information. This includes all
information in the annual report in addition to the financial statements
and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the
other information:
• is consistent with the financial statements and does not contain
material misstatements;
Other information
58
• contains all the information regarding the directors’ report and the
other information that is required by Part 9 of Book 2 and regarding
the remuneration report required by the sections 2:135b and 2:145
subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the
understanding obtained in our audit of the financial statements or
otherwise, we have considered whether the other information contains
material misstatements.
By performing our procedures, we comply with the requirements of Part 9
of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the
Dutch Standard 720. The scope of such procedures was substantially less
than the scope of those procedures performed in our audit of the financial
statements.
The management board is responsible for the preparation of the other
information, including the directors’ report and the other information in
accordance with Part 9 of Book 2 of the Dutch Civil Code. The management
board and the supervisory board are responsible for ensuring that the
remuneration report is drawn up and published in accordance with
sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
Report on other legal and regulatory
requirements and ESEF
Our appointment
We were appointed as auditors of Ease2pay N.V. (as of that date
DOCDATA N.V.) on 12 May 2015 by the supervisory board. This followed
the passing of a resolution by the shareholders at the annual general
meeting held on 12 May 2015. Our appointment has been renewed
annually by shareholders and now represents a total period of
uninterrupted engagement of seven years.
European Single Electronic Format (ESEF)
Ease2pay N.V. has prepared the annual report, including the financial
statements, in ESEF. The requirements for this format are set out in the
Commission Delegated Regulation (EU) 2019/815 with regard to
regulatory technical standards on the specification of a single electronic
reporting format (these requirements are hereinafter referred to as: the
RTS on ESEF).
In our opinion, the annual report prepared in XHTML format, including
the partially marked-up consolidated financial statements, as included in
the reporting package by Ease2pay N.V., complies, in all material respects,
with the RTS on ESEF.
The management board is responsible for preparing the annual report,
including the financial statements, in accordance with the RTS on ESEF,
whereby the management board combines the various components into a
single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion on
whether the annual report in this reporting package complies with the RTS
on ESEF.
Our procedures, taking into account Alert 43 of the NBA (Royal
Netherlands Institute of Chartered Accountants), included amongst others:
• Obtaining an understanding of the entity’s financial reporting process,
including the preparation of the reporting package.
• Obtaining the reporting package and performing validations to
determine whether the reporting package, containing the Inline XBRL
instance document and the XBRL extension taxonomy files, has been
prepared, in all material respects, in accordance with the technical
specifications as included in the RTS on ESEF.
• Examining the information related to the consolidated financial
statements in the reporting package to determine whether all required
mark-ups have been applied and whether these are in accordance with
the RTS on ESEF.
Other information
59
No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited
non-audit services as referred to in article 5(1) of the European Regulation
on specific requirements regarding statutory audit of public-interest
entities.
Services rendered
The services, in addition to the audit, that we have provided to the
Company or its controlled entities, for the period to which our statutory
audit relates, are disclosed in note ‘25 Other expenses – Auditor
remuneration’ to the financial statements.
Responsibilities for the financial statements
and the audit
Responsibilities of the management board and the
supervisory board for the financial statements
The management board is responsible for:
• the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code;
and for
• such internal control as the management board determines is
necessary to enable the preparation of the financial statements that are
free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the management
board is responsible for assessing the Company’s ability to continue as a
going-concern. Based on the financial reporting frameworks mentioned,
the management board should prepare the financial statements using the
going-concern basis of accounting unless the management board either
intends to liquidate the Company or to cease operations or has no realistic
alternative but to do so. The management board should disclose in the
financial statements any event and circumstances that may cast significant
doubt on the Company’s ability to continue as a going concern.
The supervisory board is responsible for overseeing the Company’s
financial reporting process.
Our responsibilities for the audit of the financial
statements
Our responsibility is to plan and perform an audit engagement in a manner
that allows us to obtain sufficient and appropriate audit evidence to
provide a basis for our opinion. Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high
but not absolute level of assurance, which makes it possible that we may
not detect all material misstatements. Misstatements may arise due to
fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures
and the evaluation of the effect of identified misstatements on our opinion.
A more detailed description of our responsibilities is set out in the
appendix to our report.
Rotterdam, 28 April 2022
PricewaterhouseCoopers Accountants N.V.
/PwC_Partner_Signature/
Original has been signed by drs. M.P.A. Corver RA
Other information
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Appendix to our auditor’s report on the
financial statements 2021 of Ease2pay N.V.
In addition to what is included in our auditor’s report, we have further set
out in this appendix our responsibilities for the audit of the financial
statements and explained what an audit involves.
The auditor’s responsibilities for the audit of the
financial statements
We have exercised professional judgement and have maintained
professional scepticism throughout the audit in accordance with Dutch
Standards on Auditing, ethical requirements and independence
requirements. Our audit consisted, among other things of the following:
• Identifying and assessing the risks of material misstatement of the
financial statements, whether due to fraud or error, designing and
performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the intentional override of internal control.
• Obtaining an understanding of internal control relevant to the audit 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.
• Evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made
by the management board.
• Concluding on the appropriateness of the management board’s use of
the going-concern basis of accounting, and based on the audit evidence
obtained, concluding whether a material uncertainty exists related to
events and/or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of
our auditor’s report and are made in the context of our opinion on the
financial statements as a whole. However, future events or conditions
may cause the Company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the
financial statements, including the disclosures, and evaluating whether
the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Considering our ultimate responsibility for the opinion on the consolidated
financial statements, we are responsible for the direction, supervision and
performance of the group audit. In this context, we have determined the
nature and extent of the audit procedures for components of the Group to
ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole. Determining factors are the geographic
structure of the Group, the significance and/or risk profile of group entities
or activities, the accounting processes and controls, and the industry in
which the Group operates. On this basis, we selected group entities for
which an audit or review of financial information or specific balances was
considered necessary.
We communicate with the supervisory board regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit. In this respect, we also issue an additional report
to the audit committee in accordance with article 11 of the EU Regulation
on specific requirements regarding statutory audit of public-interest
entities. The information included in this additional report is consistent
with our audit opinion in this auditor’s report.
We provide the supervisory board with a statement that we have complied
with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable,
related actions taken to eliminate threats or safeguards applied.
Other information
61
From the matters communicated with the supervisory board, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, not communicating the matter is in the public interest.
Ease2pay N.V.
Burgermeester Oudlaan 50
3062 PA Rotterdam, The Netherlands
Website Ease2pay: www.ease2pay.nl
Corporate website: https://investor.ease2pay.eu/
E-mail: corporate@ease2paynv.com
Dutch Commercial Register under number 16081306